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EXHIBIT 4.7



BRUNSWICK RESTORATION PLAN



(As Amended and Restated Effective December 31, 2002)



 







 


TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	PAGE
	 	 	 	 	 	 	 	

	 
	 	SECTION 1
	 	General
	 	 	1	 
	 
	 	 	1.1
	 	History, Purpose and Effective Date
	 	 	1	 
	 
	 	 	1.2
	 	Definitions, References
	 	 	1	 
	 
	 	 	1.3
	 	Plan Administration, Source of Benefit Payments
	 	 	1	 
	 
	 	 	1.4
	 	Applicable Laws
	 	 	2	 
	 
	 	 	1.5
	 	Plan Year
	 	 	2	 
	 
	 	 	1.6
	 	Accounting Date
	 	 	2	 
	 
	 	 	1.7
	 	Gender and Number
	 	 	2	 
	 
	 	 	1.8
	 	Notices
	 	 	2	 
	 
	 	 	1.9
	 	Action by Employers
	 	 	2	 
	 
	 	 	1.10
	 	Limitations on Provisions
	 	 	2	 
	 
	 	 	1.11
	 	Claims and Review Procedures
	 	 	2	 
	 
	 	SECTION 2
	 	Participation
	 	 	3	 
	 
	 	 	2.1
	 	Eligibility to Participate
	 	 	3	 
	 
	 	 	2.2
	 	Beneficiary
	 	 	3	 
	 
	 	 	2.3
	 	Restricted Participation
	 	 	3	 
	 
	 	 	2.4
	 	Plan Not Contract of Employment
	 	 	3	 
	 
	 	SECTION 3
	 	Contributions
	 	 	3	 
	 
	 	 	3.1
	 	Participant Accounts
	 	 	3	 
	 
	 	 	3.2
	 	Supplemental Elective Contributions
	 	 	3	 
	 
	 	 	3.3
	 	Restoration Matching Contributions
	 	 	4	 
	 
	 	 	3.4
	 	Restoration Profit Sharing Contributions
	 	 	4	 
	 
	 	SECTION 4
	 	Plan Accounting
	 	 	5	 
	 
	 	 	4.1
	 	Adjustment of Accounts
	 	 	5	 
	 
	 	 	4.2
	 	Statement of Accounts
	 	 	5	 
	 
	 	SECTION 5
	 	Payment of Plan Benefits
	 	 	5	 
	 
	 	 	5.1
	 	Distribution on Termination
	 	 	5	 
	 
	 	 	5.2
	 	Distribution Upon a Change In Control
	 	 	6	 
	 
	 	 	5.3
	 	Distributions To Persons Under Disability
	 	 	7	 
	 
	 	 	5.4
	 	Benefits May Not Be Assigned or Alienated
	 	 	7	 
	 
	 	 	5.5
	 	Withholding for Tax Liability
	 	 	8	 
	 
	 	SECTION 6
	 	Amendment and Termination
	 	 	8	 





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BRUNSWICK RESTORATION PLAN


SECTION 1


General


     1.1. History, Purpose and Effective Date. Brunswick Corporation (the
“Company”) has previously established the Brunswick Rewards Plan (“Rewards
Plan”) and the Brunswick Retirement Savings Plan (“Savings Plan”) to provide
retirement and other benefits to or on behalf of its eligible employees and
those of its affiliates which, with the consent of the Company, adopt the
Rewards and Savings Plans. Contrary to the desire of the Company, the amount of
the employer contributions which may be made to the Rewards and Savings Plans
by or for the benefit of employees under the Rewards and Savings Plans may be
limited by reason of the application of certain provisions of the Internal
Revenue Code of 1986, as amended (the “Code”). Therefore, the Company
established the Brunswick Restoration Plan (the “Plan”), effective as of
January 1, 2000, to assure that affected individuals would receive benefits in
an amount comparable to the amount that they would have received under the
Rewards and Savings Plans if certain limitations of the Code were not
applicable to the Rewards and Savings Plans. Effective January 1, 2002, the
Plan has been amended and restated to permit Participants to make “Supplemental
Elective Contributions” to the Plan (defined below), to cause the “Restoration
Matching Contributions” (defined below) to be based on such Supplemental
Elective Contributions, and to reflect changes made to the Rewards Plan and
Savings Plan. The Company and any affiliate of the Company which adopts the
Plan for the benefit of its eligible employees are referred to below,
collectively, as the “Employers” and individually as an “Employer”.


     1.2. Definitions, References. Unless the context clearly requires
otherwise, any word, term or phrase used in the Plan shall have the same
meaning given to it under the terms of the Rewards or Savings Plan, whichever
is applicable. Any reference in the Plan to a provision of the Rewards or
Savings Plan shall be deemed to include reference to any comparable provision
of any amendment of that plan.


     1.3. Plan Administration, Source of Benefit Payments. The authority to
control and manage the operation and administration of the Plan shall be vested
in the committee appointed by the Board of Directors of the Company to act
under the Rewards and Savings Plans (the “Committee”). In controlling and
managing the operation and administration of the Plan, the Committee shall have
the same rights, powers and duties as those delegated to it under the Rewards
and Savings Plans. The amount of any benefit payable under the Plan shall be
paid from the general revenues of the Employer with respect to whose former
employee the benefit is payable. If a Participant (as defined in subsection
2.1) has been employed by more than one Employer, the portion of his Plan
benefit payable by each such Employer shall be equal to that portion of such
benefit attributable to the reduction of his compensation from that Employer
which is made pursuant to his Participation Election (as defined in subsection
3.2) or otherwise


 







 


made by that Employer. An Employer’s obligation under the Plan shall be
reduced to the extent that any amounts due under the Plan are paid from one or
more trusts, the assets of which are subject to the claims of general creditors
of the Employer or any affiliate thereof; provided, however, that, nothing in
this Plan shall require the Company or any Employer to establish any trust to
provide benefits under the Plan.



     1.4. Applicable Laws. The Plan shall be construed and administered in
accordance with the laws of the State of Illinois to the extent that such laws
are not preempted by the laws of the United States of America.


     1.5. Plan Year. The “Plan Year” shall be the calendar year.


     1.6. Accounting Date. The “Accounting Date” shall be the last business
day of each month and each additional date specified by the Committee.


     1.7. Gender and Number. Where the context admits, words in one gender
shall include the other gender, words in the singular shall include the plural
and the plural shall include the singular.


     1.8. Notices. Any notice or document required to be filed with the
Committee under the Plan will be properly filed if delivered or mailed by
registered mail, postage prepaid, to the Committee, in care of the Company, at
its principal executive offices. Any notice required under the Plan may be
waived by the person entitled to notice.


     1.9. Action by Employers. Any action required or permitted to be taken
under the Plan by any Employer which is a corporation shall be by resolution of
its Board of Directors, or by a person or persons authorized by its Board of
Directors. Any action required or permitted to be taken by any Employer which
is a partnership shall be by a general partner of such partnership or by a duly
authorized officer thereof.


     1.10. Limitations on Provisions. The provisions of the Plan and the
benefits provided hereunder shall be limited as described herein. Any benefit
payable under the Rewards or Savings Plan shall be paid solely in accordance
with the terms and conditions of the Rewards or Savings Plan and nothing in
this Plan shall operate or be construed in any way to modify, amend, or affect
the terms and provisions of the Rewards or Savings Plan.


     1.11. Claims and Review Procedures. The claims procedure applicable to
claims and appeals of denied claims under the Rewards or Savings Plan shall
apply to any claims for benefits under the Plan and appeals of any such denied
claims.


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SECTION 2


Participation


     2.1. Eligibility to Participate. Each employee of an Employer shall be
eligible to participate in the Plan for a Plan Year if, as of the November 1
preceding such Plan Year, such employee is eligible to participate in the
Rewards or Savings Plan and has annual base pay of at least $100,000.


     2.2. Beneficiary. A Participant’s “Beneficiary” under the Plan shall be
identical to his beneficiary under the Rewards or Savings Plan, whichever the
Participant last participated in at the time of his death.


     2.3. Restricted Participation. Notwithstanding any other provision of
the Plan to the contrary, if the Committee determines that participation by one
or more Participants or Beneficiaries shall cause the Plan as applied to any
Employer to be subject to Part 2, 3 or 4 of Title I of the Employee Retirement
Income Security Act of 1974, as amended, the entire interest of such
Participant or Beneficiary under the Plan shall, in the discretion of the
Committee, be immediately paid to such Participant or Beneficiary by the
applicable Employer or Employers, or shall otherwise be segregated from the
Plan, and such Participant(s) or Beneficiary(ies) shall cease to have any
interest under the Plan.


     2.4. Plan Not Contract of Employment. The Plan does not constitute a
contract of employment, and participation in the Plan will not give any
employee the right to be retained in the employ of any Employer nor any right
or claim to any benefit under the Plan, unless such right or claim has
specifically accrued under the terms of the Plan.


SECTION 3


Contributions


     3.1. Participant Accounts. The Committee shall maintain a “Supplemental
Elective Contribution Account”, a “Restoration Matching Account” and a
“Restoration Profit Sharing Account”, and such subaccounts as the Committee
deems necessary or appropriate, in the name of each person who is a
Participant, for bookkeeping purposes only. Such accounts are sometimes
referred to collectively as the Participant’s Accounts and individually as the
Participant’s “Account”.


     3.2. Supplemental Elective Contributions. For any Plan Year, an eligible
employee may file with the Committee a “Participation Election” in accordance
with uniform rules established by the Committee which, in all events, shall be
filed prior to the first day of the Plan Year to which it relates. A
Participant’s Participation Election shall indicate the Participant’s agreement


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to defer from Compensation and have credited to the Participant’s Accounts
the following amounts:



	 	(a)
	 	the amount of any Pre-Tax Contributions that the
Participant elected to contribute to the Rewards or Savings
Plan for the Plan Year for which the Supplemental Elective
Contributions Participation Election is made, but that cannot
be contributed to such Plan due to the limits under sections
401(a)(17) and 402(g) of the Code or imposed under the Plan to
enable the Plan to pass the nondiscrimination requirements of
sections 401(k)(3) and 401(m)(2) of the Code; and;




	 	(b)
	 	the amounts, if any, refunded to the Participant
by the Rewards or Savings Plan (during the Plan Year for which
the Supplemental Elective Contributions Participation Election
is made) on account of the failure of the Rewards or Savings
Plan, as applicable, to pass the nondiscrimination
requirements of sections 401(k)(3) and 401(m)(2) of the Code
and comply with the limitations of section 415 of the Code.




     3.3. Restoration Matching Contributions. For any Plan Year, a
Participant’s Restoration Matching Account will be credited with an amount
equal to the remainder of (a) minus (b), where


	 	(a)
	 	equals (i) the matching rate applicable to the
Participant under the Rewards or Savings Plan, as applicable,
multiplied by (ii) the amount, up to 6% of the Participant’s
Compensation for such Plan Year, of Pre-Tax Contributions the
Participant elected to contribute to the Rewards or Savings
Plan, as applicable, for the Plan Year (without regard to the
limits under the Code or imposed under the Rewards or Savings
Plan, applicable, enable such Plan to comply with such
limits); and




	 	(b)
	 	equals the Matching Contributions made on the
Participant’s behalf under the Rewards or Savings Plan, as
applicable, for the Plan Year.




     3.4. Restoration Profit Sharing Contributions. For any Plan Year in
which a Participant participates in the Rewards Plan, such Participant’s
Restoration Profit Sharing Account will be credited with an amount equal to the
difference between (a) the employer profit sharing contributions that would
have been contributed on behalf of the Participant to the Rewards Plan for that
Plan Year, in accordance with the terms thereof, determined without regard to
the limitations of sections 415 or 401(a)(17) of the Code, and (b) the amount
of employer profit sharing contributions actually made to the Rewards Plan on
behalf of the Participant. Credits to the Participant’s Restoration Profit
Sharing Account pursuant to this subsection 3.4 (called “Restoration Profit
Sharing Contributions”) shall be made at the same time that employer profit
sharing contributions would otherwise have been credited to his account under
the Rewards Plan.


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SECTION 4


Plan Accounting


     4.1. Adjustment of Accounts. The amounts determined under subsections
3.2, 3.3 and 3.4 shall be credited to a Participant’s Account in accordance
with uniform rules established by the Committee, and thereafter shall be
adjusted from time to time in accordance with procedures established by the
Committee to reflect the increase or decrease in value from the assumed
investment of the Participant’s Account balance in one or more hypothetical
investments that the Committee specifies from time to time. Such amounts may
be adjusted to reflect employment taxes payable with respect to deferred
compensation prior to termination of employment. The Committee may not
retroactively eliminate any assumed investment alternative. To the extent and
in the manner permitted by the Committee, the Participant may elect to have
different portions of his Account balance adjusted for any period on the basis
of different hypothetical investments. Notwithstanding the election by
Participants of certain hypothetical investments and the adjustment of their
Accounts based on such investment decisions in accordance with uniform rules
established by the Committee, the Plan does not require, and no trust or other
instrument maintained in connection with the Plan shall require, that any
assets or amounts which are set aside in trust or otherwise for the purpose of
paying Plan benefits shall actually be invested in the investment alternatives
selected by Participants.


     4.2. Statement of Accounts. As soon as practicable after the last day of
each Plan year, the Committee will cause to be delivered to each Plan
Participant a statement of the balances of his Plan Accounts as of that day.
As of the end of each Plan Year, the Account (including amounts accrued prior
to December 31, 2002) of each Participant on whose behalf a Supplemental Profit
Sharing Contribution is made by the Company for such Plan Year under Section
4.2 of The Brunswick Rewards Plan shall be reduced in accordance with
procedures established by the Committee by the amount of such contribution.


SECTION 5


Payment of Plan Benefits


     5.1. Distribution on Termination. Subject to the following provisions of
this subsection 5.1, as of the Accounting Date coincident with or next
following a Participant’s termination date, there shall be payable to him or,
in the event of his death, to his Beneficiary an amount equal to the entire
balance of his Accounts in a lump sum payment in cash. Payment shall be made
to the Participant (or his Beneficiary) as soon as practicable following such
Accounting Date.


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     5.2. Distribution Upon a Change In Control. In the event of a Change in
Control, a Participant may elect, within the 60-day period following such
Change in Control, to have his entire account paid to him in a lump sum as soon
as practicable after the 90th day following such Change in Control. For this
purpose, “Change in Control” means the occurrence of any of the following
events:


	 	(a)
	 	any Person other than a trustee or other
fiduciary of securities held under an employee benefit plan of
the Company or any of its subsidiaries, is or becomes a
Beneficial Owner, directly or indirectly, of stock of the
Company representing 30% or more of the total voting power of
the Company’s then outstanding stock and securities, excluding
any Person who becomes such a Beneficial Owner in connection
with a transaction described in clause (A) of paragraph (d),
below;




	 	(b)
	 	a tender offer (for which a filing has been made
with the Securities and Exchange Commission (“SEC”) which
purports to comply with the requirements of Section 14(d) of
the Securities Exchange Act of 1934 and the corresponding SEC
rules) is made for the stock of the Company, which has not
been negotiated and approved by the Board of Directors of the
Company, then the first to occur of




	 	(i)
	 	any time during the offer when the
Person making the offer owns or has accepted for payment
stock of the Company with 25% or more of the total
voting power of the Company’s stock, or




	 	(ii)
	 	three business days before the offer
is to terminate unless the offer is withdrawn first if
the Person making the offer could own, by the terms of
the offer plus any shares owned by this Person, stock
with 50% or more of the total voting power of the
Company’s stock when the offer terminates;




	 	(c)
	 	individuals who, as of the date hereof,
constitute the Board of Directors (the “Incumbent Board”) of
the Company, cease for any reason to constitute a majority
thereof, provided, however, that any individual becoming a
director whose election, or nomination for election by the
Company’s stockholders, was approved by a vote of at least 75%
of the directors then comprising the Incumbent Board shall be
considered as though such individual was a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with
respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or
on behalf of a Person other than the Board of Directors of the
Company;




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	 	(d)
	 	there is consummated a merger or consolidation of
the Company (or any direct or indirect subsidiary of the
Company) with any other corporation, other than (A) a merger
or consolidation which would result in the voting securities
of the Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of
the Company or such surviving entity or any parent thereof) at
least 75% of the combined voting power of the stock and
securities of the Company or such surviving entity or any
parent thereof outstanding immediately after such merger or
consolidation, or (B) a merger or consolidation effected to
implement a recapitalization of the Company (or similar
transaction) in which no Person is or becomes the Beneficial
Owner, directly or indirectly, of stock and securities of the
Company representing more than 25% of the combined voting
power of the Company’s then outstanding stock and securities;
or




	 	(e)
	 	the stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company or there is
consummated an agreement for the sale or disposition by the
Company of all or substantially all of the Company’s assets to
an entity at least 75% of the combined voting power of the
stock and securities which is owned by Persons in
substantially the same proportions as their ownership of the
Company’s voting stock immediately prior to such sale.




	 	
	 	“Person” shall mean any person (as defined in Section 3(a)(9)
of the Securities Exchange Act (the “Exchange Act”), as such
term is modified in Section 13(d) and 14(d) of the Exchange
Act) other than (1) any employee plan established by the
Company, (2) the Company or any of its affiliates (as defined
in Rule 12b-2 promulgated under the Exchange Act), (3) an
underwriter temporarily holding securities pursuant to an
offering of such securities, or (4) a corporation owned,
directly or indirectly, by stockholders of the Company in
substantially the same proportions as their ownership of the
Company. “Beneficial Owner” shall mean beneficial owner as
defined in Rule 13d-3 under the Exchange Act.




     5.3. Distributions To Persons Under Disability. In the event a
Participant or his Beneficiary is declared incompetent and a conservator or
other person legally charged with the care of his person or of his estate is
appointed, any benefit to which such Participant or Beneficiary is entitled
under the Plan shall be paid to such conservator or other person legally
charged with the care of his person or of his estate.


     5.4. Benefits May Not Be Assigned or Alienated. The benefit payable to
any Participant or Beneficiary under the Plan may not be voluntarily or
involuntarily assigned or alienated.


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     5.5. Withholding for Tax Liability. The Company may reduce any Account
balance to reflect the payment of any taxes due on amounts deferred under the
Plan and may withhold or cause to be withheld from any payment of benefits made
pursuant to the Plan any taxes required to be withheld and such sum as the
Company may reasonably estimate to be necessary to cover any taxes for which
the Company may be liable and which may be assessed with regard to such
payment.


SECTION 6


Amendment and Termination


     The Company may, at any time, amend or terminate the Plan; provided,
however, that subject to the provisions of the following sentence, neither an
amendment nor a termination shall adversely affect the rights of any
Participant or Beneficiary under the Plan. The Company, by Plan amendment or
termination, may prospectively (a) modify or eliminate the right to have
amounts credited to any Restoration Matching Account or Restoration Profit
Sharing Account of any Participant and (b) prospectively change the rate at
which earnings are credited to Account balances and or the hypothetical
investment vehicles. Notwithstanding the foregoing provisions of this Section
6, the Company may amend or terminate the Plan at any time, to take effect
retroactively or otherwise, as deemed necessary or advisable for purposes of
conforming the Plan to any present or future law, regulations or rulings
relating to plans of this or a similar nature.




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