exv4w5



 



EXHIBIT 4.5 


THE BRUNSWICK REWARDS PLAN

As Amended and Restated Effective as of January 1, 2004





 






 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 
	SECTION 1
	 	      General	 	 	1	 
	 	1.1
	 	Purpose and Effective Date	 	 	1	 
	 	1.2
	 	Employers and Related Companies	 	 	1	 
	 	1.3
	 	Trust Agreement	 	 	1	 
	 	1.4
	 	Plan Administration	 	 	2	 
	 	1.5
	 	Plan Year	 	 	2	 
	 	1.6
	 	Accounting Dates	 	 	2	 
	 	1.7
	 	Applicable Laws	 	 	2	 
	 	1.8
	 	Gender and Number	 	 	2	 
	 	1.9
	 	Notices	 	 	2	 
	 	1.10
	 	Form of Election and Signature	 	 	2	 
	 	1.11
	 	Evidence	 	 	3	 
	 	1.12
	 	Action by Employer	 	 	3	 
	 	1.1
	 	No Reversion to Employers	 	 	3	 
	 	1.2
	 	Plan Supplements	 	 	3	 
	 	1.3
	 	Defined Terms	 	 	3	 
	SECTION 2
	 	      Participation in Plan	 	 	3	 
	 	2.1
	 	Eligibility for Participation	 	 	3	 
	 	2.2
	 	Plan Not Guarantee of Employment	 	 	5	 
	 	2.3
	 	Extended Participation	 	 	5	 
	 	2.4
	 	Leased Employees	 	 	5	 
	SECTION 3
	 	      Employee Pre-Tax and Rollover Contributions	 	 	6	 
	 	3.1
	 	Pre-Tax Contributions	 	 	6	 
	 	3.2
	 	Payment of Pre-Tax Contributions	 	 	7	 
	 	3.3
	 	Variation, Discontinuance and Resumption of Pre-Tax Contributions	 	 	7	 
	 	3.4
	 	Compensation	 	 	7	 
	 	3.5
	 	Rollover Contributions	 	 	7	 
	SECTION 4
	 	      Employer Contributions	 	 	8	 
	 	4.1
	 	Matching Contributions	 	 	8	 
	 	4.2
	 	Profit Sharing Contributions	 	 	8	 



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	 	4.3
	 	Limitations on Amount of Employer Contributions	 	 	9	 
	 	4.4
	 	Payment of Employer Contributions	 	 	9	 
	 	4.5
	 	Military Absences	 	 	9	 
	SECTION 5
	 	      The Trust Fund, Investment Funds and Investment Fund Elections	 	 	9	 
	 	5.1
	 	The Trust Fund, Investment Funds	 	 	9	 
	 	5.2
	 	Investment Fund Accounting	 	 	9	 
	 	5.3
	 	Investment Fund Elections	 	 	10	 
	 	5.4
	 	Transfers Between Investment Funds	 	 	10	 
	 	5.5
	 	Liquidity	 	 	10	 
	 	5.6
	 	Employee Stock Ownership Plan	 	 	10	 
	SECTION 6
	 	      Plan Accounting	 	 	12	 
	 	6.1
	 	Participants’ Accounts	 	 	12	 
	 	6.2
	 	Allocation of Fund Earnings and Changes in Value	 	 	13	 
	 	6.3
	 	Allocation and Crediting of Contributions	 	 	13	 
	 	6.4
	 	Correction of Error	 	 	14	 
	 	6.5
	 	Statement of Plan Interest	 	 	14	 
	SECTION 7
	 	      Limitations On Compensation, Contributions and Allocations	 	 	14	 
	 	7.1
	 	Reduction of Contribution Rates	 	 	14	 
	 	7.2
	 	Compensation for Limitation/Testing Purposes	 	 	14	 
	 	7.3
	 	Limitations on Annual Additions	 	 	15	 
	 	7.4
	 	Excess Annual Additions	 	 	15	 
	 	7.5
	 	Allocation Among Employers	 	 	16	 
	 	7.6
	 	Section 402(g) Limitation	 	 	16	 
	SECTION 8
	 	      Vesting and Termination Dates	 	 	16	 
	 	8.1
	 	Determination of Vested Interest	 	 	16	 
	 	8.2
	 	Termination Date	 	 	16	 
	 	8.3
	 	Distribution Only Upon Separation From Service	 	 	17	 
	SECTION 9
	 	      Loans and Pre-Termination Withdrawals	 	 	17	 
	 	9.1
	 	Loans	 	 	17	 
	 	9.2
	 	Withdrawal of Pre-Tax, After-Tax and Rollover Contributions	 	 	19	 
	 	9.3
	 	Hardship	 	 	19	 
	 	9.4
	 	Order of Withdrawal from Investment Funds	 	 	20	 
	 	9.5
	 	Direct Rollover Option	 	 	20	 
	SECTION 10
	 	      Post-Termination Distributions From Account Balances	 	 	21	 



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	 	10.1
	 	Manner of Making Payments	 	 	21	 
	 	10.2
	 	Payment in Cash or Common Stock	 	 	21	 
	 	10.3
	 	Commencement of Benefits	 	 	22	 
	 	10.4
	 	Limits on Commencement and Duration of Distributions	 	 	22	 
	 	10.5
	 	Facility of Payment	 	 	22	 
	 	10.6
	 	Interests Not Transferable	 	 	23	 
	 	10.7
	 	Absence of Guaranty	 	 	23	 
	 	10.8
	 	Designation of Beneficiary	 	 	23	 
	 	10.9
	 	Missing Participants or Beneficiaries	 	 	24	 
	 	10.10
	 	Disability Distribution	 	 	24	 
	SECTION 11
	 	      Voting, Tender and Exchange Rights of Company Stock	 	 	24	 
	 	11.1
	 	Voting Rights of Company Stock	 	 	24	 
	 	11.2
	 	Tender and Exchange Rights of Company Stock	 	 	25	 
	SECTION 12
	 	      The Benefits Administration Committee	 	 	25	 
	 	12.1
	 	Membership	 	 	25	 
	 	12.2
	 	Rights, Powers and Duties	 	 	26	 
	 	12.3
	 	Delegation by Company or Committee	 	 	27	 
	 	12.4
	 	Uniform Rules	 	 	27	 
	 	12.5
	 	Information to be Furnished to Benefits Administration Committee	 	 	27	 
	 	12.6
	 	Committee’s Decision Final	 	 	27	 
	 	12.7
	 	Remuneration and Expenses	 	 	27	 
	 	12.8
	 	Exercise of
Committee’s Duties	 	 	27	 
	 	12.9
	 	Indemnification of the Committee	 	 	28	 
	 	12.10
	 	Resignation or Removal of Member	 	 	28	 
	 	12.11
	 	Appointment of Successor Member	 	 	28	 
	 	12.12
	 	Interested Committee Member	 	 	28	 
	 	12.13
	 	Claims Procedures	 	 	28	 
	SECTION 13
	 	      Amendment and Termination	 	 	30	 
	 	13.1
	 	Amendment	 	 	30	 
	 	13.2
	 	Termination	 	 	30	 
	 	13.3
	 	Merger and Consolidation of the Plan, Transfer of Plan Assets	 	 	30	 
	 	13.4
	 	Distribution on Termination and Partial Termination	 	 	31	 
	 	13.5
	 	Notice of Amendment, Termination or Partial Termination	 	 	31	 



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SCHEDULE 1

SUPPLEMENT A

SUPPLEMENT B

SUPPLEMENT C

SUPPLEMENT D

SUPPLEMENT E

SUPPLEMENT F

SUPPLEMENT G



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INDEX OF TERMS




	 	 	 	 	 
	Access System
	 	 	2	 
	Accounting Date
	 	 	2	 
	Accounts
	 	 	13	 
	Administrator
	 	 	2	 
	Affected Participant
	 	 	A-1	 
	After-Tax Account
	 	 	13	 
	Aggregation Plan
	 	 	A-3	 
	Annual Additions
	 	 	15	 
	Basic Profit Sharing Contribution
	 	 	8	 
	Beneficiary
	 	 	24	 
	Boston Whaler Plan
	 	 	1	 
	Break in Service
	 	 	4	 
	Brunswick Stock Fund
	 	 	9	 
	Catch-Up Contributions
	 	 	6	 
	Code
	 	 	1	 
	Committee
	 	 	2	 
	Company
	 	 	1	 
	Company Stock
	 	 	9	 
	Compensation
	 	 	7, 14, A-2	 
	Effective Date
	 	 	1	 
	eligible retirement plan
	 	 	21	 
	eligible rollover distribution
	 	 	20	 
	Employer
	 	 	1	 
	Employer Matching Account
	 	 	12	 
	Employers
	 	 	1	 
	ERISA
	 	 	1	 
	ESOP Component
	 	 	10	 
	Hardship
	 	 	19	 
	Hourly Savings Plan
	 	 	1	 
	Investment Funds
	 	 	9	 
	Key Employee
	 	 	A-2	 
	Leased Employee
	 	 	6	 
	Marine Plan
	 	 	1	 
	Matching Contributions
	 	 	8	 
	Maternity or Paternity Leave
	 	 	4	 
	named fiduciaries
	 	 	2	 
	Non-Key Employee
	 	 	A-3	 
	ParaBody Plan
	 	 	1	 
	Participant
	 	 	3	 
	Permissive Aggregation Plan
	 	 	A-3	 
	PIN
	 	 	3	 
	Plan
	 	 	1	 
	Plan Administrator
	 	 	2	 
	Plan Year
	 	 	2	 
	Pre-Tax Account
	 	 	12	 
	Pre-Tax Contribution
	 	 	6	 
	Profit Sharing Account
	 	 	12	 



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	Related Company
	 	 	1	 
	Required Aggregation Plan
	 	 	A-3	 
	Rollover Account
	 	 	12	 
	Rollover Contribution
	 	 	7	 
	Salaried Savings Plan
	 	 	1	 
	Savings Plans
	 	 	1	 
	Sea Ray Plan
	 	 	1	 
	Service
	 	 	4	 
	Severance from Service
	 	 	4	 
	Supplemental Matching Contribution
	 	 	8	 
	Supplemental Profit Sharing Contribution
	 	 	8	 
	Termination Date
	 	 	16	 
	Top-Heavy
	 	 	A-1	 
	Trust
	 	 	1	 
	Trust Fund
	 	 	9	 
	Trustee
	 	 	1	 
	unit
	 	 	9	 
	Variable Profit Sharing Contribution
	 	 	8	 



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THE BRUNSWICK REWARDS PLAN

(As Amended and Restated Effective January 1, 2004)



SECTION 1



General



     1.1 Purpose and Effective Date. Effective April 1, 1999, the BRUNSWICK
REWARDS PLAN (the “Plan”) was established by BRUNSWICK CORPORATION, a Delaware
corporation (the “Company”), to assist its eligible employees and the eligible
employees of any Related Company (as defined in subsection 1.2) which adopts
the Plan, in providing for their future security. Effective on April 30, 1999
the accounts of former participants in the Brunswick Retirement Savings Plan
for Salaried Employees (the “Salaried Savings Plan”), the Brunswick Retirement
Savings Plan for Hourly Employees (the “Hourly Savings Plan”) and the US Marine
Retirement Plan (the “Marine Plan”) (together, the “Savings Plans”) who, as of
April 1, 1999, became eligible to participate in this Plan, were transferred to
this Plan. Effective September 30, 1999, the Sea Ray Employees’ Stock Ownership
Plan (the “Sea Ray Plan”) was merged into this Plan and, effective December 31,
2001, the assets and liabilities of the Life Fitness Profit Sharing Retirement
Savings Plan and the Life Fitness Retirement Savings Plan (the “Life Fitness
Plans”) are merged into the Plan. Effective December 31, 2000, the assets and
liabilities of the Boston Whaler, Inc. Retirement Savings and Investment Plan
(the “Boston Whaler Plan”) were merged into the Plan. Effective as of 12:01
a.m., January 1, 2003, the assets and liabilities of the ParaBody, Inc.
Employees Retirement 401(k) Plan (the “ParaBody Plan”) were merged into the
Plan. The Plan is intended to qualify as a profit sharing plan under section
401 (a) of the Internal Revenue Code of 1986, as amended (the “Code”), with a
cash-or-deferred arrangement within the meaning of section 401(k) of the Code.
Effective April 1, 1999, this Plan was amended and restated to include
amendments necessary to bring the Plan into compliance with recent changes to
the Code. Effective January 1, 2002, this Plan was amended to make it a safe
harbor plan under sections 401(k)(12) and 401(m)(11) of the Code. Effective
January 1, 2003, this Plan is amended to comply with the final regulations
under section 401(a)(9) of the Code. Effective November 1, 2003, this Plan is
further amended to designate a portion of the Plan as an employee stock
ownership plan, as defined in section 4975(e)(7) of the Code and section
407(d)(6) of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”). Effective January 1, 2004 (the
“Effective Date”), this Plan is
hereby amended and restated to reflect the previous amendments and to change
the eligibility requirements of subsection 2.1 and certain other provisions.


     1.2 Employers and Related Companies. The Company and each Related Company
which, with the Company’s consent, adopts the Plan are referred to below
collectively as the “Employers” and individually as
an “Employer”. The term
“Related Company” means any corporation, trade or business during any period
during which it is, along with the Company, a member of a controlled group of
corporations or a controlled group of trades or businesses, as described in
sections 414(b) and 414(c), respectively of the Code.


     1.3
Trust Agreement. All contributions made under the Plan will be held,
managed and controlled by a Trustee (the “Trustee”)
acting under a Trust which forms a part of the Plan.

 






 


The terms of the Trust are set forth in a Trust
Agreement known as the BRUNSWICK CORPORATION RETIREMENT SAVINGS TRUST (the
“Trust”). All rights which may accrue to any person under the Plan shall be
subject to all of the terms and provisions of the Trust Agreement as in effect
from time to time.


     1.4 Plan Administration. Except as described in Section 12, the Company
shall be the “Administrator” of the Plan as defined in section 3(16)(A) of
ERISA, and the “Plan Administrator” as defined in section 414(g) of the Code.
The authority to control and manage the assets of the Plan shall be vested in
the Benefits Administration Committee described in Section 12. The Company and
the Benefits Administration Committee shall be “named
fiduciaries”, as
described in section 402 of ERISA with respect to their respective authority
and responsibilities under the Plan. The term “Committee” shall, as
appropriate, refer to the Benefits Administration Committee or the person(s) to
whom the Benefits Administration Committee has delegated all or any part of its
responsibilities and powers pursuant to subsection 12.3.


     1.5 Plan Year. The term “Plan Year” means the calendar year.


     1.6 Accounting Dates. The term “Accounting Date” means each day the New
York Stock Exchange is open for business.


     1.7 Applicable Laws. The Plan shall be construed and administered
according to 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.


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


     1.9 Notices. Any notice or document required to be filed with the
Committee or the Company under the Plan will be properly filed if addressed to
the Committee or the Administrator of the Plan, and delivered or mailed by
registered mail, postage prepaid, to the Company at its principal executive
offices. Any notice required under the Plan may be waived by the person
entitled to notice. At least 30 days, and no more than 90 days, before the
beginning of each Plan Year, each eligible employee shall be given notice of
the employee’s rights and obligations under the Plan in a manner which
satisfies the content requirements of Internal Revenue Service Notices 98-52
and 2000-3; provided, however, that in the case of an employee who becomes
eligible to participate in the Plan after the 90th day before the beginning of
a Plan Year, such notice shall be provided no more than 90 days before the
employee becomes eligible to participate in the Plan and no later than the date
the employee becomes eligible to participate in the Plan.


     1.10 Form of Election and Signature. Unless otherwise specified herein,
any election or consent permitted or required to be made or given by any
Participant or other person entitled to benefits under the Plan, and any
permitted modification or revocation thereof, shall be made in
writing or shall be given by means of such interactive telephone and/or
computer system as the Committee may designate from time to time as the sole
vehicle for executing regular transactions


2






 


under the Plan (referred to
generally herein as the “Access System”). Each Participant shall have a
personal identification number or “PIN” for purposes of executing transactions
through the Access System, and entry by a Participant of his PIN (with his
Social Security Number or some other form of verification authorized by the
Committee) shall constitute his valid signature for purposes of any transaction
the Committee determines should be executed by means of the Access System,
including but not limited to, enrolling in the Plan, electing contribution
rates, making investment choices, executing loan documents (if loans are
permitted under the Plan), and consenting to a withdrawal or distribution. Any
election made through the Access System shall be considered submitted to the
Committee on the date it is electronically transmitted, unless such
transmission occurs after the applicable cut off date, as determined by the
Committee in its sole discretion, for the Access System for that day, in which
case it will be considered submitted on the next day on which the New York
Stock Exchange is open for business. To the extent permitted by rules
established by the Committee, the Access System may include computer access
through the Internet or other similar system. The Company, in its discretion,
may temporarily suspend transactions under the Plan, including contribution and
investment elections and loan, withdrawal or distribution requests, as
necessary to establish or change the Plan’s recordkeeping system (including the
Access System).


     1.11 Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting
on it considers pertinent and reliable, and signed, made or presented by the
proper party or parties.


     1.12 Action by Employer. Any action required or permitted to be taken by
any Employer under the Plan shall be by resolution of its Board of Directors or
by a duly authorized person acting on behalf of the Employer.


     1.13 No Reversion to Employers. No part of the corpus or income of the
Trust Fund shall revert to any Employer or be used for, or diverted to,
purposes other than for the exclusive benefit of Participants and other persons
entitled to benefits under the Plan, except as specifically provided in Article
V of the Trust Agreement.


     1.14 Plan Supplements. The provisions of the Plan as applied to any
Employer or any group of employees may, with the consent of the Company, be
modified or supplemented from time to time by the adoption of one or more
Supplements. Each such Supplement shall form a part of the Plan as of the
Supplement’s effective date.


     1.15 Defined Terms. Terms used frequently with the same meaning are
indicated by initial capital letters, and are defined throughout the Plan.


SECTION 2



Participation in Plan



     2.1 Eligibility for Participation. Subject to the terms and conditions of
the Plan, each “Participant” in the Plan immediately prior to the Effective
Date, shall continue to be a
“Participant” in the Plan on and after the Effective Date. Subject to the
terms and conditions of the Plan, each other employee of an Employer will be
eligible to become a “Participant” in the


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Plan for purposes of Section 3 and
subsection 4.1, and shall become a “Participant” for purposes of subsection
4.2, on the later of the Effective Date or the first day of the month
coinciding with or next following the completion of (a) in the case of an
employee who is scheduled to work at least 24 hours per week, 60 days of
employment with an Employer or Related Company or (b) in the case of an
employee who is scheduled to work less than 24 hours per week, one year (365
days) of “Service” (defined below) on which he meets all of the following
requirements:



	 	(i)	 	he has attained age 18; and
	 
	 	(ii)	 	he is employed by an Employer as a member of a
group of employees to whom the Plan has been extended by that
Employer listed on Schedule I attached hereto.



For purposes of this subsection 2.1, the term “Service” means the time elapsed
(excluding any “Break in Service” (defined below) between the date of an
employee’s commencement of employment with an Employer or Related Company and
such employee’s last “Severance from Service” (defined below). “Break in
Service” means a period of absence from active employment with an Employer or
Related Company commencing on an employee’s Severance from Service, if the
employee does not return to active employment with an Employer or Related
Company within the 12-month period commencing on the date of his Severance from
Service, or where an employee’s Severance from Service occurs during the first
12 months of any absence from service (such as a leave of absence), if the
employee does not return to active employment within the 12-month period
commencing on the first day of such absence from service. “Severance from
Service” means with respect to an employee of an Employer or Related Company
the date on which the employee quits, retires, is discharged or dies. For this
purpose, if an employee is absent from active employment with an Employer or
Related Company by reason of “Maternity or Paternity Leave” (defined below),
such employee shall not be deemed to have been discharged at any time prior to
the second anniversary of the first day of such absence. “Maternity or
Paternity Leave” means the absence of an employee from service with an Employer
or Related Company if such absence commences by reason of the pregnancy of the
employee, or the birth of a child of the employee, or the placement of a child
with the employee in connection with the adoption of such child by such
employee, or for purposes of caring for such child for a period beginning
immediately following such birth or placement.


Participation for purposes of Section 3 and subsection 4.1 is voluntary, and
requires a Pre-Tax Contribution election under subsection 3.1 made in
accordance with uniform rules established by the Committee. Participation for
purposes of subsection 4.2 is automatic as of the first day of the month
coinciding with or following the day the employee satisfies all of the
applicable eligibility requirements, regardless of whether the eligible
employee is then participating for other purposes under the Plan.


Notwithstanding the foregoing, no employee who was actively participating in
The Brunswick Pension Plan for Salaried Employees on April 1, 1999 shall be
eligible to participate in the Plan; provided, however, that a corporate
officer of the Company who is not otherwise eligible to participate in the Plan
shall be eligible to participate in the Supplemental Profit Sharing
Contributions made by the Company pursuant to Section 4.2.


4






 


Notwithstanding any other provision of the Plan to the contrary, no individual
shall be eligible to participate in the Plan for any period during which such
individual provides services under a contract or arrangement between an
Employer and either such individual himself or an agency, leasing organization,
vendor or other organization, that purports to treat the individual as either
an independent contractor or an employee of such agency, leasing organization,
vendor or other organization, even if the individual is later determined (by
judicial action or otherwise) to have been a common law employee of an Employer
during such period rather than an independent contractor or an employee of such
agency or other organization.


     2.2 Plan Not Guarantee of Employment. Participation in the Plan does not
constitute a guarantee or contract of employment, and will not give any
employee the right to be retained in the employ of any Employer or Related
Company 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.


     2.3 Extended Participation. When distribution of part or all of the
benefits to which a Participant is entitled under the Plan is deferred beyond
or cannot be made until after his Termination Date (as described in subsection
8.2), during any period during which the Participant continues in the employ of
an Employer but fails to meet the requirement set forth in paragraph 2.1(b), or
during any period for which Pre-Tax Contributions (as described in subsection
3.1) are not made on his behalf, the Participant or, in the event of his death,
his Beneficiary (as defined in subsection 10.8) will be considered and treated
as a Participant for all purposes of the Plan, except as follows:



	 	(a)	 	no contributions will be credited to his Account for any
period during which he continues in the employ of the Employers but
fails to meet the requirements of paragraph 2.1(b) or after his
Termination Date;
	 
	 	(b)	 	the Beneficiary of a deceased Participant cannot designate a
Beneficiary under subsection 10.8; and
	 
	 	(c)	 	a Participant may not make a withdrawal or borrow in
accordance with the provisions of Section 9 after his Termination
Date.



     2.4 Leased Employees. If a person satisfies the requirements for
treatment as a “Leased Employee” (defined below), such Leased Employee shall
not be eligible to participate in this Plan or in any other Plan maintained by
an Employer or a Related Company which is qualified under section 401(a) of the
Code, but, to the extent required by section 414(n) of the Code and applicable
Treasury regulations, such person shall be treated as if the services performed
by him in such capacity were performed by him as an employee of a Related
Company which has not adopted the Plan; provided, however, that no such service
shall be credited:



	 	(a)	 	for any period during which not more than 20% of the
non-Highly Compensated workforce of the Employers and the Related
Companies consists of Leased Employees and the Leased Employee is a
participant in a money purchase pension Plan maintained by the
leasing organization which (i) provides for a nonintegrated employer
contribution of at least 10 percent of compensation, (ii) provides
for full



5






 







	 	 	 	and immediate vesting, and (iii) covers all employees of
the leasing organization (beginning with the date they become
employees), other than those employees excluded under section
414(n)(5) of the Code; or
	 
	 	(b)	 	for any other period unless the Leased Employee provides
satisfactory evidence to the Employer or Related Company that he
meets all of the conditions of this subsection 2.4 and applicable
law required for treatment as a Leased Employee.



For purposes of paragraph (a) above, “Highly Compensated” shall have the
meaning set forth in section 414(q) of the Code. A “Leased Employee” means any
person defined in section 414(n) of the Code, which includes any person who is
not an employee of an Employer or Related Company, but who has provided
services to an Employer or Related Company, which services are performed under
the primary direction and control of the Employer or Related Company, on a
substantially full time basis for a period of at least one year, pursuant to an
agreement between the Employer or Related Company and the leasing organization.


SECTION 3



Employee Pre-Tax and Rollover Contributions



     3.1 Pre-Tax Contributions.



	 	(a)	 	Subject to the conditions and limitations set forth in
Section 7 and such additional rules as the Committee may establish
on a uniform and nondiscriminatory basis, for any payroll period a
Participant may elect to have from 1% to 20% of his Compensation
reduced, and to have a corresponding amount contributed on his
behalf to the Plan by his Employer as a “Pre-Tax Contribution”. Any
election pursuant to this subsection 3.1 shall be submitted to the
Committee by means of the Access System prior to the payroll date
with respect to which it is to first take effect.
	 
	 	(b)	 	In addition to the amount described in paragraph (a) above,
each Plan Year, all Participants who are eligible to make Pre-Tax
Contributions under the Plan and who have or will have attained the
age of 50 before the end of the current Plan Year shall be eligible
to have Pre-Tax Contributions contributed on his behalf to the Plan
by his Employer in addition to those described in paragraph (a)
above in accordance with, and subject to, the rules and limitations
of section 414(v) of the Code (“Catch-Up Contributions”). Catch-Up
Contributions shall be elected, made, suspended, resumed and
credited in accordance with, and subject to, such rules and
limitations as the Committee may establish on a uniform and
nondiscriminatory basis; provided, however, that (x) the amount of
Catch-Up Contributions contributed on behalf of any Participant
during the Plan Year shall
not exceed the maximum amount permitted under section 414(v) of the
Code for the Plan Year and (y) no Matching Contributions shall be
made pursuant to Section 4.1 in connection with any Catch-Up
Contributions. Catch-Up Contributions shall not be taken into
account for purposes of Section 7 or any



6






 







	 	 	 	other provisions of the
Plan implementing the required limitations of sections 401(k)(3),
401(k)(11), 401(k)(12), 402(g), 404, 410(b), 415 or 416 of the
Code.



     3.2 Payment of Pre-Tax Contributions. Pre-Tax Contributions shall be paid
to the Trustee by the Employer on the earliest date on which such contributions
can reasonably be segregated from the Employer’s general assets.


     3.3 Variation, Discontinuance and Resumption of Pre-Tax Contributions.
Subject to such rules and restrictions as the Committee may establish on a
uniform and nondiscriminatory basis, a Participant may elect to change
prospectively his Pre-Tax Contribution rate within any limits specified in
subsection 3.1, to elect to discontinue such contributions or to have them
resumed by filing a new election through the Access System prior to its
effective date.


     3.4 Compensation. For purposes of this Section 3 and Section 4, a
Participant’s “Compensation” shall include the items described at subsection
7.2(a), reduced by the following:



	 	(i)	 	reimbursements, expense allowances, and taxable
fringe benefits;
	 
	 	(ii)	 	short-term disability payments (if treated as a welfare benefit);
	 
	 	(iii)	 	long-term disability payments; and
	 
	 	(iv)	 	taxable group term life insurance;



up to a maximum limit for any Plan Year of the maximum amount permitted for
such Plan Year under Code Section 401(a)(17), taking into account any required
proration of such amount under applicable regulations.


     3.5 Rollover Contributions. A Participant, or an employee who would be
eligible to participate in the Plan in accordance with subsection 2.1 but for
the requirement that he make a Pre-Tax Contribution election, may make a
“Rollover Contribution” in cash of all or part of the taxable portion of a
distribution from a qualified defined contribution plan of another employer or
from an individual retirement account which, under applicable provisions of the
Code, is permitted to be rolled over into this Plan, excluding any voluntary
deductible contributions (as defined in section 72(o)(5) of the Code). The
Committee shall determine whether any requested rollover satisfies the
requirements of this subsection, and may request whatever supporting documents
it deems necessary to make that determination. An otherwise eligible employee
who makes a Rollover Contribution before he has satisfied all of the
requirements for becoming a Participant shall nevertheless be considered a
Participant solely with respect to his Rollover Account.


7






 


SECTION 4



Employer Contributions



     4.1 Matching Contributions.



	 	(a)	 	Each Employer shall make “Matching Contributions” on behalf
of each Participant employed by such Employer in an amount equal to:




	 	(i)	 	100% of the Participant’s Pre-Tax Contributions
to the Plan for each payroll period that do not exceed 3% of
his Compensation for that payroll period, plus
	 
	 	(ii)	 	50% of the Participant’s Pre-Tax Contributions to
the Plan for each payroll period that exceed 3%, but do not
exceed 5%, of his Compensation for that payroll period.




	 	(b)	 	Each Employer shall make a “Supplemental Matching
Contribution” on behalf of each Participant for each Plan Year in an
amount equal to:




	 	(i)	 	the sum of 100% of the Participant’s Pre-Tax
Contributions to the Plan for the Plan Year that do not exceed
3% of his Compensation for the Plan Year, plus 50% of the
Participant’s Pre-Tax Contributions for the Plan Year that
exceed 3%, but do not exceed 5%, of his Compensation for the
Plan Year, minus
	 
	 	(ii)	 	the amount of the Matching Contributions
contributed for the Participant pursuant to Section 4.1(a) for
payroll periods ending in such Plan Year.



     4.2 Profit Sharing Contributions. Subject to the conditions and
limitations of Section 7, as soon as practicable after the end of each payroll
period each Employer shall contribute to the Plan a “Basic Profit Sharing
Contribution” for each Participant employed by that Employer equal to 3% of the
Participant’s Compensation for that payroll period. In addition, any Employer
in its sole discretion may make a “Variable Profit Sharing Contribution” for a
Plan Year for each Participant employed by that Employer during such Plan Year
in a designated group or business unit, in an amount equal to a stated
percentage of each such Participant’s Compensation for such Plan Year for
services rendered in such designated group or business unit, which may vary
from group to group but which may not exceed 6% of any such Participant’s
Compensation for such Plan Year for services rendered in such designated group
or business unit. To be eligible for a Variable Profit Sharing Contribution for
a Plan Year, an otherwise eligible Participant must be employed by the Employer
or the Company or a Related Company on the last business day of that Plan Year.
In addition, any Employer in its sole discretion may make a “Supplemental
Profit Sharing Contribution” for a Plan Year for any Participant who is
employed by the Employer or the Company or a Related Company on the last
business day of such Plan Year and either (i) is a corporate officer who has
attained at least age 40 by the end of such Plan Year or (ii) became an
employee of the Employer during such Plan Year and was not an employee of the
Company or a Related Company in the preceding the Plan


8






 


Year, the amount of
which may vary from Participant to Participant; provided, however, that in the
case of a Participant who is Highly Compensated for a Plan Year the sum of the
Participant’s Basic Profit Sharing Contributions, Variable Profit Sharing
Contribution and Supplemental Profit Sharing Contribution for such Plan Year
may not exceed 9% of the Participant’s Compensation from that Employer for such
Plan Year. For the purposes of the other provisions of the Plan, the
Supplemental Profit Sharing Contribution made on behalf of a Participant for a
Plan Year shall be treated as a Variable Profit Sharing Contribution.


     4.3 Limitations on Amount of Employer Contributions. In no event shall
the aggregate amount of any contributions made by an Employer for any Plan Year
exceed the limitations imposed by Section 404 of the Code on the maximum amount
deductible on account thereof by that Employer for that year.


     4.4 Payment of Employer Contributions. Matching Contributions and Basic
Profit Sharing Contributions will be made as soon as practicable after the
payroll period to which they relate. Supplemental Matching Contributions and
Variable and Supplemental Profit Sharing Contributions made by an Employer for
any Plan Year shall be paid to the Trustee, without interest, no later than the
time prescribed by law for filing the Employer’s federal income tax return for
the tax year coincident with such Plan Year, including any extensions thereof,
but all such contributions shall be considered to have been made on the last
day of the Plan Year regardless of when paid to the Trustee.


     4.5 Military Absences. Notwithstanding any other provision of the Plan to
the contrary, eligibility service shall be credited, and make-up contributions
shall be permitted (and made), as required by section 414(u) of the Code.


SECTION 5



The Trust Fund, Investment Funds and Investment Fund Elections



     5.1 The Trust Fund, Investment Funds. The “Trust Fund” as of any date
consists of all property of every kind then held by the Trustee with respect to
the Plan. The Committee shall establish one or more “Investment Funds” for
investment of Participants’ Accounts and, from time to time, may eliminate or
modify the then existing Investment Funds or establish additional Investment
Funds. The Investment Funds will include, without limitation, a “Brunswick
Stock Fund” which shall be invested primarily in shares of common stock and
preferred stock of the Company that meets the requirements of section 409(l) of
the Code (“Company Stock”).


     5.2 Investment Fund Accounting. The Committee shall maintain or cause to
be maintained separate subaccounts for each Participant in each of the
Investment Funds to separately reflect his interest in each such Fund and the
portion of such interest that is attributable to each of his Accounts. The
Committee, in its sole discretion, may establish uniform rules for reporting
the value of each such subaccount, including but not limited to using a “unit”
measurement to reflect each Participant’s interest in an Investment Fund that
has
the effect of blending the value of the cash or cash equivalents that
comprise part of that Fund with the value of the securities in which the Fund
is primarily invested.


9






 


     5.3 Investment Fund Elections. Subject to such uniform rules as the
Committee may establish, at the time that a Participant enrolls in the Plan he
may specify the percentage, in increments of 1%, of contributions subsequently
credited to his Accounts that are to be invested in each of the Investment
Funds in accordance with uniform rules established by the Committee. Any such
investment direction shall be deemed to be a continuing direction until changed
by the Participant. During any period in which no such direction has been given
in accordance with rules established by the Committee, contributions credited
to a Participant shall be invested in the Investment Funds as determined by the
Committee. A Participant may modify his investment direction prospectively by
using the Access System prior to the effective time of the change in accordance
with uniform rules established by the Committee. No contributions shall be
directly invested in the “ESOP Component” (defined below) portion of the
Brunswick Stock Fund. Amounts attributable to contributions invested in the
Brunswick Stock Fund shall be deemed to be included in the ESOP Component only
after such amounts are added to the ESOP Component pursuant to subsection 5.6.


The Plan is intended to satisfy the requirements of section 404(c) of ERISA
with respect to Participants’ investment elections. To the extent permitted by
law, neither the Employers, the Committee, the Trustee nor any other fiduciary
of the Plan shall be liable for any loss resulting from a Participant’s
exercise of his right to direct the investment of his Accounts.


     5.4 Transfers Between Investment Funds. Subject to uniform rules
established by the Committee, each Participant may elect to transfer,
prospectively, the value of his Accounts held in any Investment Fund to any
other Investment Fund then made available to such Participant. Any such
election shall be made by entering it into the Access System prior to the time
it is to be effective in accordance with uniform rules established by the
Committee.


     5.5 Liquidity. In order to accommodate investment changes and other
elections by Participants in a timely manner, a certain portion of each of the
Investment Funds may be held in cash or cash equivalents. The percentage of
assets held in each Investment Fund in cash or cash equivalents may differ from
Fund to Fund and from time to time, as considered appropriate by the Committee
(or its delegate). The rate of return of each Investment Fund will be a
combination of the short term earnings (or losses) on the cash portion of the
Fund and the earnings (or losses) of the securities or other investments in
which such Fund is primarily invested, determined in accordance with uniform
rules established by the Committee (or its delegate).


     5.6 Employee Stock Ownership Plan.



	 	(a)	 	Effective November 1, 2003, the portion of the Plan (the
“ESOP Component”) consisting of the Account balances invested in the
Brunswick Stock Fund as of October 31, 2003 is designated as, and is
intended to constitute, an employee stock ownership plan within the
meaning of section 4975(e)(7) of the Code and section 407(d)(6) of
ERISA. There shall be added to the ESOP Component, as of the dates
on or after November 1, 2003, on which the applicable transactions
occur, (i) amounts transferred to the Plan from the Brunswick
Employee Stock Ownership Plan and (ii) amounts transferred from
other Investment Funds to the Brunswick Stock Fund. There shall
also be added to the ESOP Component, as of



10






 







	 	 	 	each January 1 beginning
January 1, 2004, all Account balances invested in the Brunswick
Stock Fund as of the immediately preceding December 31, to the
extent such Account balances are not already held in the ESOP
Component. There shall be subtracted from the ESOP Component, as
of the dates on or after November 1, 2003, on which such transfers
occur, amounts transferred from the ESOP Component portion of the
Brunswick Stock Fund to any other Investment Fund.
	 
	 	(b)	 	The ESOP Component will be invested primarily in Company
Stock and will be considered a part of the Brunswick Stock Fund.
	 
	 	(c)	 	Dividends paid by the Company with respect to shares of
Company Stock in the ESOP Component shall, at the election of the
Participants and Beneficiaries whose Accounts are invested in whole
or in part in the ESOP Component, be (1) paid to the ESOP Component
and distributed in cash to such Participants and Beneficiaries not
later than ninety (90) days after the close of the Plan Year in
which such dividends are paid, or (2) reinvested in Company Stock in
the ESOP Component. Elections shall be made in accordance with
procedures established by the Committee.




	 	(i)	 	Dividends paid on Company Stock will be
reinvested in Company Stock in the ESOP Component, unless an
election is made pursuant to paragraph (c)(1) above to receive
distribution of such dividends in cash. If such an election
is made, then such dividends shall be temporarily invested in
the manner designated by the Committee, pending distribution
to Participants and Beneficiaries.
	 
	 	(ii)	 	A distribution of dividends pursuant to this
subsection 5.6 shall not include any earnings or gains on the
dividend amount from the time such dividends are paid to the
Plan to the time such dividends are distributed to the
Participants and Beneficiaries.
	 
	 	(iii)	 	A distribution of dividends pursuant to this
subsection 5.6 shall be reduced by any investment losses on
the dividend amount from the time such dividends are paid to
the Plan to the time such dividends are distributed to the
Participants and Beneficiaries.




	 	(d)	 	Distributions from the ESOP Component shall also be made in
accordance with the provisions of Sections 9 and 10, regarding the
payment of benefits from the Plan, to the extent the provisions of
Sections 9 and 10 do not conflict with this subsection 5.6.
	 
	 	(e)	 	Participants shall have the right to receive a distribution
of benefits from the ESOP Component in Company Stock; provided,
however, that in all events cash may be paid in lieu of fractional
shares.



11






 







	 	(f)	 	Notwithstanding any other provision of the Plan to the
contrary, during the 90-day period following the last day of each
Plan Year in a Participant’s Qualified Election Period (as defined
below), the Participant may, by writing filed with the Committee in
such form as it may require, elect to withdraw:




	 	(i)	 	a portion of his Account balance not exceeding 25
percent (50 percent with respect to the Participant’s election
following the last Plan Year in his Qualified Election Period)
of the sum of (1) his Account balance at the end of the
immediately preceding Plan Year; and (2) withdrawals during
his Qualified Election Period;



Reduced By




	 	(ii)	 	the amount of prior withdrawals made in
accordance with this subsection.




	 	 	 	Any amount required to be distributed pursuant to a withdrawal
election made during any Plan Year in accordance with this
subsection shall be distributed no later than the 180th day of that
Plan Year. A Participant’s “Qualified Election Period” means the
six-Plan-Year period beginning with the first Plan Year in which he
has both completed ten years of participation in the Plan
(including years of participation in the Brunswick Employee Stock
Ownership Plan) and has attained at least age 55 years.



SECTION 6



Plan Accounting



     6.1 Participants’ Accounts. The Committee will maintain the following
Accounts in the name of each Participant which shall be adjusted from time to
time as required by subsection 6.2:



	 	(a)	 	a “Pre-Tax Account” in the name of each Participant, which
account will reflect the amount of the Pre-Tax Contributions made by
the Employers on his behalf, and the income, losses, appreciation
and depreciation attributable thereto;
	 
	 	(b)	 	an “Employer Matching Account” in the name of each
Participant, which account will reflect the amount of the Matching
Contributions and Supplemental Matching Contributions made by the
Employers on his behalf, and the income, losses, appreciation and
depreciation attributable thereto;
	 
	 	(c)	 	a “Profit Sharing Account” in the name of each Participant,
which account will reflect the amount of the Basic, Variable and
Supplemental Profit Sharing Contributions made by the Employers on
his behalf, and the income, losses, appreciation and depreciation
attributable thereto;
	 
	 	(d)	 	a “Rollover Account” in the name of each Participant, which
account will reflect the amount of the Rollover Contributions, if
any, made by him, and the income, losses, appreciation and
depreciation attributable thereto, and



12






 







	 	(e)	 	an “After-Tax Account” in the name of any Participant for
whom after-tax contributions were transferred to this Plan from
another defined contribution plan and the income, losses,
appreciation, and depreciation attributable thereto.



In addition, the Committee may maintain subaccounts within the Pre-Tax Account
to distinguish contributions (and the earnings thereon) eligible to be matched
from contributions (and the earnings thereon) above the matching limit, as well
as subaccounts to reflect balances transferred to this Plan from another
qualified plan that are subject to special rules. The accounts and subaccounts
provided for in this subsection 6.1 shall be for accounting purposes only, and
there shall be no segregation of assets within the Investment Funds among the
separate accounts.


Reference to a Participant’s “Accounts” means his Pre-Tax Account, After-Tax
Account, Employer Matching Account, Profit Sharing Account, and Rollover
Account.


     6.2 Allocation of Fund Earnings and Changes in Value. As of each
Accounting Date, interest, dividends and changes in value in each Investment
Fund since the preceding Accounting Date shall be allocated to each
Participant’s subaccounts invested in such Investment Fund by adjusting upward
or downward the balance of his subaccounts invested in such Investment Fund in
the ratio which the subaccounts of such Participant invested in such Investment
Fund bears to the total of the subaccounts of all Participants invested in such
Investment Fund as of such Accounting Date, excluding therefrom, for purposes
of this allocation only, all Pre-Tax, Employer Matching, Profit Sharing, and
Rollover Contributions received since the preceding Accounting Date, so that
the total of the subaccounts of all Participants in each Investment Fund shall
equal the total value of such fund (exclusive of such contributions) as
determined by the Trustee in accordance with uniform procedures consistently
applied. The Plan will use a daily valuation system, which generally shall mean
that Accounts will be updated each business day to reflect activity for that
day, such as new contributions received by the Trustee, changes in
Participants’ investment elections, and changes in the unit value of the
Investment Funds under the Plan. Such daily valuation is dependent upon the
Plan’s recordkeeper receiving complete and accurate information from a variety
of different sources on a timely basis, as well as upon the smooth operation of
the financial markets. Since events may occur that cause an interruption in
this process, affecting a single Participant or a group of Participants, there
shall be no guarantee by the Plan that any given transaction will be processed
on the anticipated day. In the event of any such interruption, an affected
transaction will be processed as soon as administratively feasible and no
attempt shall be made to reconstruct events as they would have occurred absent
the interruption, regardless of the cause, unless the Committee in its sole
discretion directs the Plan’s recordkeeper to do so.


     6.3 Allocation and Crediting of Contributions. Subject to the provisions
of Section 7, contributions shall be allocated and credited as follows:



	 	(a)	 	Pre-Tax, Matching, Basic Profit Sharing and Rollover
Contributions made on behalf of a Participant shall be credited to
that Participant’s appropriate Accounts as of the Accounting Date
coinciding with the day such contribution is received by the Trustee
with verified data; and



13






 






	 	(b)	 	Supplemental Matching, Variable and Supplemental Profit
Sharing Contributions made for each Plan Year shall be allocated as
of the last day of that year by each Employer in accordance with
subsections 4.1 and 4.2.



Notwithstanding the foregoing, unless the Committee establishes uniform rules
to the contrary, contributions made to the Plan shall share in the gains and
losses of the Investment Funds only when actually made to the Trustee and
posted to the Participant’s Accounts.


     6.4 Correction of Error. In the event of an error in the adjustment of a
Participant’s Accounts, the Committee, in its sole discretion, may correct such
error by either crediting or charging the adjustment required to make such
correction to or against income and expenses of the Trust for the Plan Year in
which the correction is made or the Employer may make an additional
contribution to permit correction of the error. Except as provided in this
subsection 6.4, the Accounts of other Participants shall not be readjusted on
account of such error.


     6.5 Statement of Plan Interest. As soon as practicable after the last day
of each Plan Year and at such other intervals as the Committee may determine,
the Company shall provide each Participant with a statement reflecting the
balances of his Accounts. Each Participant is responsible for reviewing his
statement and any Participant who discovers an error shall bring it to the
attention of the Company within 90 days of receipt of the statement. If a
Participant does not bring errors in his statement to the attention of the
Company within 90 days of receipt of his statement, the Participant will be
deemed to have confirmed the accuracy of the statement.


SECTION 7


Limitations On Compensation,

Contributions and Allocations



     7.1 Reduction of Contribution Rates. To conform the operation of the Plan
to sections 402(g) and 415(c) of the Code, the Company may unilaterally modify
or revoke any Pre-tax Contribution election made by a Participant pursuant to
subsection 3.1, or may reduce (to zero if necessary) the level of Matching
Contributions or Profit Sharing Contributions to be made on behalf of a
Participant pursuant to subsection 4.1 or 4.2.


     7.2 Compensation for Limitation/Testing Purposes. “Compensation” for
purposes of this Section 7 shall mean:



	 	(a)	 	the Participant’s wages, salary, commissions, bonuses,
reimbursements, expense allowances, and other amounts received (in
cash or in kind) during the Plan Year from any Employer or Related
Company for personal services actually rendered
in the course of employment and includable in gross income,
including taxable fringe benefits. Code section 911 earned income,
short-term disability payments, long-term disability payments,
taxable group term life insurance, nonqualified stock options
taxable in the year of grant, amounts taxable under a section 83(b)
election and nondeductible moving expenses, but excluding
distributions from any deferred compensation Plan (qualified or
nonqualified), amounts realized



14






 







	 	 	 	from the exercise of (or
disposition of stock acquired under) any nonqualified stock option
or other benefits given special tax treatment; plus
	 
	 	(b)	 	any elective contributions made on the Participant’s behalf
for the Plan Year to a Plan sponsored by an Employer or a Related
Company that are not currently includable in income pursuant to
section 125 or 402(g)(3) of the Code, or pursuant to an arrangement
under section 132(f)(4) of the Code;



up to a maximum limit for any Plan Year of the maximum amount permitted for
such Plan Year under section 401(a)(17) of the Code, taking into account any
required proration of such amount under applicable regulations.


     7.3 Limitations on Annual Additions.



	 	(a)	 	Notwithstanding any other provisions of the Plan to the
contrary, a Participant’s “Annual Additions” (as defined below) for
any Plan Year shall not exceed an amount equal to the lesser of:




	 	(i)	 	$40,000, as adjusted for increases in the
cost-of-living under section 415(d) of the Code, or
	 
	 	(ii)	 	100 percent of the Participant’s Compensation,
for that Plan Year, calculated as of each Section 415
Affiliate were a Related Company. (The Compensation limit
referred to in (b) shall not apply to any contribution for
medical benefits after separation from service (within the
meaning of section 401(h) or section 419A(f)(2) of the Code)
which is otherwise treated as an Annual Addition at paragraph
(b) below).




	 	(b)	 	The term “Annual Additions” means, with respect to any
Participant for any Plan Year, the sum of all contributions and
forfeitures (excluding Rollover Contributions) allocated to a
Participant’s Accounts under the Plan for such year. The term Annual
Additions shall also include employer contributions allocated for a
Plan Year to any individual medical account (as defined in section
415(a) of the Code) of a Participant under a defined benefit plan
and any amount allocated for a Plan Year to the separate account of
a Participant for payment of post-retirement medical benefits under
a funded welfare benefit Plan (as described in section 419A(d)(2) of
the Code), which is maintained by an Employer or a Related Company
or a Section 415 Affiliate. Section 415 Affiliate means any entity
that would be a Related Company if the ownership test of section 414
of the Code was “more than 50%” rather than “at least 80%”.



     7.4 Excess Annual Additions. If, as a result of the allocation of
forfeitures, a reasonable error in estimating a Participant’s Compensation or
such other mitigating circumstances as the Commissioner of Internal Revenue
shall prescribe, the Annual Additions for a Participant for a Plan Year exceed
the limitations set forth in subsection 7.3, the excess amounts shall be
treated, as necessary, (i) first by distributing any unmatched pre-tax
contributions and any earnings attributable thereto, (ii) next by distributing
any matched pre-tax contributions and any earnings attributable thereto and
(iii) finally by treating such excess


15






 


amounts in accordance with Treas. Reg.
§1.415-6(b)(6)(iii), that is, by placing such amounts unallocated in a suspense
account for the Plan Year and by using such amounts to reduce the Employer
contributions in the following Plan Year (or succeeding Plan Years, if
necessary) for all Participants in accordance with the rules set forth in
Treas. Reg. §1.415-6(b)(6)(i).


     7.5 Allocation Among Employers. If the amount of Employer contributions
otherwise allocable to a Participant in any Plan Year would exceed the
limitations imposed by the provisions of subsection 7.3, and the Participant is
employed by more than one Employer during that year, the amount of each
Employer’s contribution which would otherwise be allocated and credited to the
Participant’s Accounts shall be reduced by an amount determined by multiplying
such excess amount by a fraction, the numerator of which is the sum of the
Employer contributions of that Employer otherwise allocable to the Participant
for that year, and the denominator of which is the sum of the Employer
contributions of all Employers otherwise allocable to the Participant for that
year.


     7.6 Section 402(g) Limitation. In no event shall the Pre-Tax
Contributions for a Participant under the Plan (together with elective
deferrals under any other cash-or-deferred arrangement maintained by an
Employer or a Related Company) for any taxable year exceed the maximum amount
permitted for any calendar year under section 402(g) of the Code, except as
permitted at paragraph 3.1(b) of the Plan. Subject to paragraph 3.1(b), during
any taxable year that a Participant is also a participant in another cash or
deferred arrangement, and if his elective deferrals under such other
arrangement together with his Pre-Tax Contributions exceed the maximum amount
permitted for the Participant for that year under section 402(g) of the Code,
the Participant, not later than March 1 following the close of such taxable
year, may request the Company to direct the Trustee to distribute all or a
portion of such excess to him, with any allocable gains or losses for that Plan
Year (determined in accordance with any reasonable method adopted by the
Committee for that Plan Year that satisfies applicable Treasury regulations).
Any such request shall be in writing and shall include adequate proof of the
existence of such excess, as determined by the Committee in its sole
discretion. If the Committee is so notified, such excess amount shall be
distributed to the Participant no later than the April 15 following the close
of the Participant’s taxable year. In addition, if the applicable limitation
for a Plan Year happens to be exceeded with respect to this Plan alone, or this
Plan and another plan or plans of the Employers and Related Companies, the
Committee shall direct such excess Pre-Tax Contributions (with allocable gains
or losses) to be distributed to the Participant as soon as practicable after
the Committee is notified of the excess deferrals by the Company, an Employer
or the Participant, or otherwise discovers the error (but no later than the
April 15 following the close of the Participant’s taxable year).


SECTION 8



Vesting and Termination Dates



     8.1 Determination of Vested Interest. A Participant at all times shall
have a fully vested, nonforfeitable interest in all of his Accounts.


     8.2 Termination Date. A Participant’s “Termination Date” shall be the
date on which his employment with the Employers and Related Companies
terminates for any reason.


16






 


     8.3 Distribution Upon Severance From Employment. All of a Participant’s
Accounts shall be available for distribution on account of the Participant’s
severance from employment, including distributions that are attributable to
events occurring prior to December 31, 2001. Such a distribution shall be
subject to the other provisions of the Plan regarding distributions. For
purposes of Section 10, such separation from employment shall be treated as a
Termination Date.


SECTION 9



Loans and Pre-Termination Withdrawals



     9.1 Loans. Upon written request by a Participant who is an employee of an
Employer or who is a “party in interest” with respect to the Plan (as such term
is defined in section 3(14) of ERISA), the Company, subject to such terms and
conditions as the Committee may uniformly impose from time to time, may
authorize a loan of at least $1,000 to be made to a Participant from his
interest in the Trust Fund as of any Accounting Date (after all adjustments
then required under the Plan have been made), subject to the following:



	 	(a)	 	No loan shall be made to a Participant if, immediately after
such loan, the sum of the outstanding balances (including principal
and interest) of all loans made to him under this Plan and under any
other qualified retirement plans maintained by the Related Companies
would exceed the lesser of:




	 	(i)	 	$50,000, reduced by the excess, if any, of:




	 	(A)	 	the highest outstanding balance of
all loans to the Participant from the plans during the
one-year period ending on the day immediately before the
date on which the loan is made; over
	 
	 	(B)	 	the outstanding balance of loans from
the plans to the Participant on the date on which such
loan is made; or




	 	(ii)	 	one-half of the aggregate vested interest of the
Participant under all such plans;




	 	 	 	and no loan shall be made to a Participant if the aggregate
amount of that loan and the outstanding balance of any other
loans to the Participant from the Plan would exceed one-half
of the vested balance of the Participant’s Accounts under the
Plan as of the date the loan is made.




	 	(b)	 	No Participant may have more than two loans outstanding at
one time.
	 
	 	(c)	 	Each loan to a Participant shall be charged against the
Participant’s Accounts pro rata and shall be charged against each
Investment Fund in which such Accounts are invested in the same
ratio as the value of his interest in such Fund with respect to the
applicable Account bears to the total of all his interest in that
Account.
	 
	 	(d)	 	Each loan shall be evidenced by a written note providing for:



17






 







	 	(i)	 	a reasonable repayment period of not more than 5
years from the date of the loan (10 years for a loan used to
acquire a dwelling which, within a reasonable period of time,
will be used as the Participant’s principal residence);
	 
	 	(ii)	 	a reasonable rate of interest;
	 
	 	(iii)	 	substantially equal payments of principal and
interest over the term of the loan no less frequently than
quarterly; and
	 
	 	(iv)	 	such other terms and conditions as the Committee
shall determine.




	 	(e)	 	Payments of principal and interest to the Trustee with
respect to any loan shall be credited to the Participant’s Fund
Accounts in accordance with his current investment directions.
	 
	 	(f)	 	Generally, loan repayments will be made by payroll deduction.
However, during any period when payroll deduction is not possible or
is not permitted under applicable law, repayment will be made by
personal check to the Company, which payment shall be forwarded to
the Trustee as soon as practicable after the checks clears.
	 
	 	(g)	 	The loan may be prepaid in full at any time without penalty.
	 
	 	(h)	 	Any loan to a Participant shall become immediately due and
payable at such time as the Participant terminates employment with
the Employers. Notwithstanding any other provision of the Plan to
contrary, if the outstanding balance on any loan is not paid within
the grace period permitted by applicable Treasury regulations or
upon acceleration in accordance with the preceding sentence, a
default shall occur and the Trustee shall apply all or a portion of
the Participant’s vested interest in the Plan in satisfaction of
such outstanding obligation, but only to the extent such interest
(or portion thereof) is then distributable under applicable
provisions of the Code. If necessary to satisfy the entire
outstanding obligation, such application of the Participant’s vested
interest may be executed in a series of actions as amounts credited
to the Participant’s Account become distributable.
	 
	 	(i)	 	A Participant’s obligation to repay a loan (or loans) from
the Plan shall be secured by the Participant’s vested interest in
the Plan.
	 
	 	(j)	 	If distribution is to be made to a Beneficiary in accordance
with Section 10, any outstanding promissory note of the Participant
shall be canceled and the unpaid balance of the loan, together with
any accrued interest thereon, shall be treated as a distribution to
or on behalf of the Participant immediately prior to commencement of
distribution to the Beneficiary.
	 
	 	(k)	 	The Committee shall establish uniform procedures for applying
for a loan, evaluating loan applications, and setting reasonable
rates of interest, which shall be communicated to Participants in
writing.



18






 






     9.2 Withdrawal of Pre-Tax, After-Tax and Rollover Contributions. As of
any Accounting Date, a Participant may withdraw from his Rollover and Pre-Tax
Accounts (exclusive of amounts credited to the Loan Fund) any amount after
attainment of age 591/2 or, prior to age 591/2 , any amount (other than
earnings credited on Pre-Tax Contributions) necessary to meet a Hardship (as
defined in subsection 9.3). As of any Accounting Date (but not more than twice

per Plan Year), any Participant may withdraw any amount from his After-Tax
Account, provided such withdrawal is a minimum of $1,000 or, if less, the
entire balance in such Account. Notwithstanding the foregoing, any withdrawal
in accordance with this subsection 9.2 on account of Hardship shall be made
first from the Participant’s After-Tax (if any) and Rollover Accounts and only
after those Accounts are depleted, from his Pre-Tax Account. Any request for a
withdrawal in accordance with this subsection 9.2 shall be filed with the
Company at such time and in such manner as the Company may require. A
Participant who receives a withdrawal on account of Hardship pursuant to this
subsection 9.2 shall be suspended from making contributions to the Plan and, to
the extent required by section 401(k) of the Code and the regulations
thereunder, all other plans maintained by an Employer or Related Company for
six months from the date on which the Participant receives the withdrawal.


     9.3 Hardship. A withdrawal will not be considered to be made on account
of “Hardship” unless the following requirements are met:



	 	(a)	 	The withdrawal is requested because of an immediate and heavy
financial need of the Participant, and will be so deemed if the
Participant represents that the withdrawal is made on account of:




	 	(i)	 	medical expenses incurred by the Participant, the
Participant’s spouse or any dependent of the Participant (as
defined in section 152 of the Code) or necessary for such
persons to obtain such medical care;
	 
	 	(ii)	 	the purchase (excluding mortgage payments) of a
principal residence of the Participant;
	 
	 	(iii)	 	payment of tuition and related educational fees
for the next twelve months of post-secondary education for the
Participant, or his spouse, children or dependents;
	 
	 	(iv)	 	the need to prevent the eviction of the
Participant from his principal residence or foreclosure on the
mortgage of the Participant’s principal residence; or
	 
	 	(v)	 	any other circumstances of immediate and heavy
financial need identified as such in revenue rulings, notices
or other documents of the Internal Revenue Service or general
applicability,




	 	(b)	 	The withdrawal must also be necessary to satisfy the
immediate and heavy financial need of the Participant. It will be
considered necessary if the Participant has received any other
distribution available to the Participant under the Plan (including
a distribution of dividends with respect to shares of Company Stock
in the ESOP Component pursuant to subsection 5.6(c)) and the
Committee



19






 







	 	 	 	determines that the amount of the distribution does not
exceed the remaining amount required to relieve the financial need
(taking into account any applicable income or penalty taxes
resulting from the withdrawal) and if the need cannot be satisfied
from other resources that are reasonably available to the
Participant. In making this determination, the Committee may
reasonably rely on the Participant’s representation that the need
cannot be relieved:




	 	(i)	 	through reimbursement or compensation by
insurance or otherwise;
	 
	 	(ii)	 	by reasonable liquidation of the Participant’s
assets, to the extent such liquidation would not itself give
rise to an immediate and heavy financial need;
	 
	 	(iii)	 	by ceasing to make contributions to the Plan (or
any other plan of the Employer permitting deferral of
compensation); or
	 
	 	(iv)	 	by a loan pursuant to subsection 9.1 or by
borrowing from commercial sources on reasonable commercial
terms.




	 	(c)	 	The withdrawal must be made pursuant to a written request to
the Committee, which request shall include any representation
required by this subsection 9.3 and adequate proof thereof, as
determined by the Committee in its sole discretion.



     9.4 Order of Withdrawal from Investment Funds. Any withdrawal from an
Account of a Participant which is made in accordance with this Section 9, shall
be made, in cash, from the Fund Accounts (other than the Loan Fund) maintained
on behalf of the Participant for the investment of that Account pro rata
according to the balances in such Fund Accounts.


     9.5 Direct Rollover Option. To the extent required under the applicable
provisions of section 401(a)(31) of the Code and regulations issued thereunder,
any person receiving an “eligible rollover distribution” (defined below) either
as a withdrawal pursuant to this Section 9 or a distribution pursuant to
Section 10, may direct the Company to transfer such distributable amount, or a
portion thereof, to an “eligible retirement plan” (defined below), in
accordance with uniform rules established by the Company.



	 	(a)	 	An “eligible rollover distribution” is any distribution of
all or any portion of the balance to the credit of the distributee,
except that an eligible rollover distribution does not include any
distribution that is one of a series of substantially equal periodic
payments (not less frequently than annually) made for the life (or
life
expectancy) of the distributee or the joint lives (or life
expectancies) of the distributee and the distributee’s designated
beneficiary, or for a specified period often years or more; any
distribution to the extent such distribution is required under
section 401(a)(9) of the Code; any distribution that meets the
hardship withdrawal requirements set forth in subsection 9.3; and
the portion of any distribution that is not includable in gross
income (determined without regard to the exclusion for net
unrealized appreciation with respect to employer securities). A
portion of a distribution shall not fail to be an eligible rollover
distribution merely because the portion consists of after-tax
employee contributions which are



20






 







	 	 	 	not includable in gross income.
However, such portion may be transferred only to an individual
retirement account or annuity described in section 408(a) or (b) of
the Code, or to a qualified defined contribution plan described in
section 401 (a) or 403(a) of the Code that agrees to separately
account for amounts so transferred, including separately accounting
for the portion of such distribution which is includable in gross
income and the portion of such distribution which is not so
includable.
	 
	 	(b)	 	An “eligible retirement plan” is an individual retirement
account described in section 408(a) of the Code, an individual
retirement annuity described in section 408(b) of the Code, an
annuity plan described in section 403(a) of the Code, or a qualified
trust described in section 401 (a) of the Code, that accepts the
distributee’s eligible rollover distribution. However, in the case
of an eligible rollover distribution to the surviving spouse, an
eligible retirement plan is an individual retirement account or
individual retirement annuity. An eligible retirement plan shall
also mean an annuity contract described in section 403 (b) of the
Code and an eligible plan under section 457(b) of the Code which is
maintained by a state, political subdivision of a state, or any
agency or instrumentality of a state or political subdivision of a
state and which agrees to separately account for amounts transferred
into such plan from this Plan. The definition of eligible retirement
plan shall also apply in the case of a distribution to a surviving
spouse, or to a spouse or former spouse who is the alternate payee
under a qualified domestic relation order, as defined in section
414(p) of the Code.



SECTION 10



Post-Termination Distributions From Account Balances



     10.1 Manner of Making Payments. Subject to the following provisions of
this Section 10, distribution of a Participant’s Account shall be made to or
for the benefit of the Participant or, in the event of the Participant’s death,
to or for the benefit of the Participant’s Beneficiary, by payment in a lump
sum.


     10.2 Payment in Cash or Common Stock. The portion of a Participant’s
Account balance which is not invested in Company Stock shall be distributed in
cash. A Participant, or in the event of his death his Beneficiary, may elect,
at such time and in such manner as the Company may require, (i) to have that
portion of his Account balance which is invested in
Company Stock distributed in the form of common stock of the Company or
(ii) to receive in cash the fair market value (determined as of the Accounting
Date as of which distribution is to be made) of the common stock of the Company
which would otherwise be distributed to him. In the event that a Participant or
Beneficiary fails to properly make any such election, the portion of the
Participant’s Account balance which is invested in Company Stock shall be
distributed in shares of common stock of the Company if such distribution would
include 100 or more such shares and shall be distributed in cash if there would
be less than 100 such shares distributed. A Participant may increase the
proportion of his Account distributable in common stock of the



21









 



Company by
making an investment transfer into the Brunswick Stock Fund in accordance with
subsection 5.4 before making his distribution election.


     10.3 Commencement of Benefits. Subject to the provisions of subsection
10.4, benefits payable to or on account of any Participant shall be determined
as of the Accounting Date following his Termination Date on which authorized
distribution directions are received by the Trustee from the Committee, and
distribution of such benefits shall occur as soon as practicable after his
Account balance has been determined, subject to the following:



	 	(a)	 	A Participant whose entire vested Account balance (including
any outstanding loans) exceeds $5,000, may defer distribution of his
vested Account balance until such Accounting Date he selects that is
not later than 60 days following the end of the Plan Year in which
the later of his 65th birthday or his Termination Date occurs.
	 
	 	(b)	 	If the Participant’s entire vested Account balance (including
any outstanding loans, but excluding any Rollover Contributions made
pursuant to subsection 3.5) does not exceed $5,000, the entire
vested Account balance shall be distributed to the Participant
without his consent as soon as practicable after his Termination
Date.
	 
	 	(c)	 	If the Participant dies prior to the commencement of his
benefits, distribution of his benefits to any Beneficiary shall
commence as soon as practicable following the date of his death.



     10.4 Limits on Commencement and Duration of Distributions.
Notwithstanding any provisions of the Plan to the contrary, the following
distribution rules shall be applied in accordance with sections 401(a)(9) and
401(a)(14) of the Code and applicable regulations thereunder:



	 	(a)	 	In no event shall distribution commence later than 60 days
after the close of the Plan Year in which the later of the following
event occurs: the Participant’s attainment of age 65 or the
Participant’s Termination Date.
	 
	 	(b)	 	Notwithstanding any other provision herein to the contrary,
distribution of the entire balance of the Participant’s Accounts
shall be made on his Required Beginning Date, that is, April 1 of
the calendar year following the later of (i) the calendar year in
which he attains age 701⁄2, or (ii) the calendar year in which he
terminates employment; provided that a Participant who is still
employed on the
April 1 of the calendar year following the calendar year in which
he attains age 701⁄2 may request a distribution on such date (and
on the last day of that and any subsequent Plan Year). The Required
Beginning Date for a Participant who is a 5 percent owner (as
described in section 416(i) of the Code) is April 1 of the calendar
year following the calendar year in which the Participant attains
age 701⁄2.



     10.5 Facility of Payment. Notwithstanding the provisions of subsection
10.1, if, in the Committee’s opinion, a Participant or other person entitled to
benefits under the Plan is under a


22






 


legal disability or is in any way
incapacitated so as to be unable to manage such person’s financial affairs, the
Committee may, until claim is made by a conservator or other person legally
charged with the care of such person or of the estate of such person, direct
the Trustee to make payment to a relative or friend of such person for the
benefit of such person. Thereafter, any benefits under the Plan to which such
Participant or other person is entitled shall be paid to such conservator or
other person legally charged with the care of such person or the estate of such
person.


     10.6 Interests Not Transferable. The interests of Participants and other
persons entitled to benefits under the Plan and Trust are not subject to the
claims of their creditors and may not be voluntarily or involuntarily assigned,
alienated or encumbered except (i) in the case of a qualified domestic
relations order which relates to the provision of child support, alimony
payments or marital rights of a spouse, child or other dependent of a
Participant and which meets such other requirements as may be imposed by
section 414(p) of the Code or regulations issued thereunder or (ii) pursuant to
a judgment or settlement order (against a Participant convicted of a crime
involving misuse of Plan funds or a civil judgment for breach of fiduciary
duty) meeting the requirements of section 401(a)(13)(C) of the Code.
Notwithstanding any other provision of the Plan to the contrary, distribution
of the entire portion of the vested Account balance of a Participant awarded to
his alternate payee may be made in a lump sum payment as soon as practicable
after the Committee determines that such order is qualified, without regard to
whether the Participant would himself be entitled under the terms of the Plan
to withdraw or receive a distribution of such vested amount at that time, so
long as the terms of the order provide for such immediate distribution either
specifically or by general reference to any manner of distribution permitted
under the Plan. The expenses incurred in processing a qualified domestic
relations order (including a domestic relations order that purports to be a
qualified domestic relations order) shall be charged to the Accounts of the
Participant to whom the order relates.


     10.7 Absence of Guaranty. None of the Trustee, the Committee or the
Employers in any way guarantee the Trust Fund from loss or depreciation. The
Employers do not guarantee any payment to any person. The liability of the
Trustee to make any payment is limited to the available assets of the Trust
Fund.


     10.8 Designation of Beneficiary. Subject to the foregoing provisions of
this Section 10, each Participant, from time to time by signing a form
furnished by the Committee, may designate any legal or natural person or
persons (who may be designated contingently or successively) to whom his
benefits are to be paid if he dies before he receives all of his benefits;
provided, however, that if a Participant is legally married on the date of
his death, designation of a Beneficiary other than his spouse shall be
effective only if:



	 	(a)	 	the Participant’s spouse acknowledges the effect of that
designation and consents to the designation of the specific
Beneficiary in a writing which is filed with the Committee in such
form as the Committee may require and is witnessed by either a
notary public or a Plan representative appointed or approved by the
Committee; or



23






 







	 	(b)	 	it is established to the satisfaction of a Plan
representative appointed or approved by the Committee that the
consent required under paragraph (a) next above cannot be obtained
because there is no spouse, because the spouse cannot be located or
because of such other circumstances as the Secretary of the Treasury
may prescribe in regulations.



A Beneficiary designation form will be effective only if (and when) the signed
form is received by the Company while the Participant is alive and will cancel
all Beneficiary designation forms filed earlier. Except as otherwise
specifically provided in this Section 10, if a deceased Participant failed to
designate a Beneficiary as provided above, or if the designated Beneficiary of
a deceased Participant dies before him or before complete payment of the
Participant’s benefits, his benefits shall be paid to the Participant’s
surviving spouse or, if there is no surviving spouse, to the legal
representative or representatives of the estate of the last to die of the
Participant and his Beneficiary. If there is any question as to the right of
any Beneficiary to receive a distribution under the Plan, the Trustee, in its
sole discretion, may make payment to the legal representative or
representatives of the Participant’s estate. The term “Beneficiary” as used in
the Plan means the person or persons to whom a deceased Participant’s benefits
are payable under this subsection 10.8.


     10.9 Missing Participants or Beneficiaries. Each Participant and each
Beneficiary must file with the Company from time to time in writing his post
office address and each change of post office address. Any communication,
statement or notice addressed to a Participant or Beneficiary at his last post
office address filed with the Company or if no address is filed with the
Company, in the case of a Participant, at his last post office address as shown
on the Employers’ records, shall be binding on the Participant and his
Beneficiary for all purposes of the Plan. None of the Employers, the Company or
the Trustee shall be required to search for or locate a Participant or
Beneficiary. If no claim is made within three years after the date on which
distribution of the Participant’s benefit is to commence under Section 10 of
the Plan, any benefit payable under the Plan with respect to such Participant
shall be deemed forfeited; provided, however, that if the person entitled to
such benefit subsequently makes a valid claim for it, the forfeited benefit
shall be reinstated. Any benefit paid or distributed from the Plan by check or
draft that is not presented for payment within one year from the date on which
the benefit was paid or distributed shall be deemed forfeited, subject to
reinstatement in accordance with this subsection 10.9. Any amount forfeited in
accordance with this subsection 10.9 shall be retained in the Trust.


     10.10 Disability Distribution. Notwithstanding any other provision of the
Plan to the contrary, a Participant who is disabled, within the meaning of
section 401(k)(2)(B) of the Code,
may elect immediate distribution of his Account balances without regard to
whether his Termination Date has occurred.


SECTION 11



Voting, Tender and Exchange Rights of Company Stock



     11.1 Voting Rights of Company Stock. At least 20 days before each annual
or special meeting of shareholders of the Company, the Trustee shall send to
each Participant and each


24






 


Beneficiary of a deceased Participant, a copy of the
proxy soliciting material (including an annual report) for the meeting,
together with a form requesting instructions to the Trustee on how to vote the
number of whole shares and any fractional share of Preferred Stock and Common
Stock allocated to his Account under the Brunswick Stock Fund. In accordance
with the terms of the Brunswick Corporation Certificate of Designation setting
forth the rights of the Preferred Stock, at any time that Shares of Preferred
Stock are held by a person or entity other than an employee benefit plan of the
Company, such Shares shall be converted into shares of Common Stock. Upon
receipt of such instruction, the Trustee shall vote such shares as instructed,
provided that, in the case of fractional shares, the Trustee shall vote the
combined fractional shares to the extent possible to reflect the direction of
the Participants to whose Accounts fractional shares are credited. The Trustee
shall vote shares of Preferred Stock and Common Stock for which it does not
receive voting instructions in the same proportion as such shares for which it
has received directions. To the extent not otherwise furnished in accordance
with the foregoing provisions of this Section 11, the Company shall furnish the
Trustee and each Participant and each Beneficiary of a deceased Participant
with notices and information statements when voting rights are to be exercised
in a time and manner which comply with applicable law and the provisions of the
Company’s charter and bylaws generally applicable to security holders. Each
Participant and each Beneficiary of a deceased Participant is entitled to
direct the exercise of rights other than voting rights in the manner prescribed
by this Section 11 with respect to the voting of Preferred Stock and Common
Stock, provided, however, that the Trustee may exercise such rights with
respect to shares of Preferred Stock and Common Stock for which it does not
receive exercise instructions.


     11.2 Tender and Exchange Rights of Company Stock. In the event of a
tender or exchange offer with respect to shares of Preferred Stock and Common
Stock, by a party other than the Company, each Participant and each Beneficiary
of a deceased Participant shall be entitled to direct the Trustee to tender or
exchange the number of whole shares and any fractional share of Preferred Stock
and Common Stock allocated to his Account under the Brunswick Stock Fund. If
required by the terms of the Brunswick Corporation Certificate of Designation
setting forth the rights of Preferred Stock, such shares shall be converted
into shares of Common Stock at any time that such shares are held by a person
or entity other than an employee benefit Plan of the Company. Any direction
received from Participants and Beneficiaries by the Trustee shall be held in
strict confidence. The Company shall cause to be provided to Participants, and
Beneficiaries of deceased Participants, such notices and information statements
as are provided to Company shareholders generally with respect to any such
tender or exchange. If the Trustee does not receive a timely direction from a
Participant or Beneficiary, the Trustee shall not tender or exchange such
shares.


SECTION 12



The Benefits Administration Committee



     12.1 Membership. The Benefits Administration Committee referred to in
subsection 1.4 shall consist of three or more members appointed by the Board of
Directors of the Company. The Benefits Administration Committee shall act by
the concurrence of a majority of its then members by meeting or by writing
without a meeting. The Benefits Administration Committee


25






 


may authorize any one
of its members to execute any document, instrument or direction on its behalf.
A written statement by a majority of the members of the Benefits Administration
Committee, or by an authorized member of the Benefits Administration Committee,
shall be conclusive in favor of any person (including the Trustee) acting in
reliance thereon.


     12.2 Rights, Powers and Duties. The Committee shall have the following
discretionary authority, power, rights and duties in addition to those vested
in it elsewhere in the Plan, and any decision made by the Committee pursuant to
this subsection 12.2 (or any other provision of the Plan granting it such
authority) shall be final.



	 	(a)	 	To interpret and construe the provisions of the Plan.
	 
	 	(b)	 	To adopt such rules of procedure and regulations as are
consistent with the provision of the Plan and as it deems necessary
and proper.
	 
	 	(c)	 	To determine conclusively all questions arising under the
Plan, including the power to determine the eligibility, benefits and
other Plan rights of employees, Participants and Beneficiaries, and
to remedy any ambiguities, inconsistencies, or omissions of whatever
kind.
	 
	 	(d)	 	To maintain and keep adequate records concerning the Plan and
concerning its proceedings and acts in such form and detail as the
Committee may decide.
	 
	 	(e)	 	To direct all benefit payments under the Plan.
	 
	 	(f)	 	To furnish the Employers with such information with respect
to the Plan as may be required by them for tax or other purposes.
	 
	 	(g)	 	To establish a claims procedure in accordance with section
503 of ERISA.
	 
	 	(h)	 	To employ agents, attorneys, accountants or other persons
(who may also be employed by or represent the Employers) for such
purposes as the Committee considers necessary or desirable to
discharge its duties.
	 
	 	(i)	 	To take such voluntary corrective action as it considers
necessary and appropriate to remedy any inequity that results from
incorrect information received and communicated in good faith, or as
a consequence of administrative or operational error. Such steps may
include , but are not limited to, taking any action required under
the employee plans compliance resolution system of the Internal
Revenue
Service (the “IRS”), any asset management or fiduciary conduct
error correction program available through the Department to Labor
(the “DOL”), any similar correction program instituted by the IRS,
DOL or other administrative agency, reallocation of Plan assets,
adjustments of amounts of future payments to Participants or
Beneficiaries and institution and prosecution of actions to recover
benefit payments made in error or on the basis of incorrect or
incomplete information.



26






 






To the extent applicable to its investment responsibilities, the Committee also
shall have the duties, responsibilities or authority allocated to it under the
terms of the Trust Agreement.


     12.3 Delegation by Company or Benefits Administration Committee. In
exercising their respective authority to control and manage the investments,
operations and administration of the Plan, the Company and the Benefits
Administration Committee each may allocate all or any part of its
responsibilities and powers to any one or more of its members and may delegate
all or any part of its responsibilities and powers to any person or persons
selected by it. Any such allocation or delegation by the Company or the
Benefits Administration Committee shall be in writing and may be revoked at any
time. Any member or delegate exercising Company or Benefits Administration
Committee responsibilities and powers under this subsection shall periodically
report to the Company or the Benefits Administration Committee on its exercise
thereof and the discharge of such responsibilities.


     12.4 Uniform Rules. In managing the Plan, the Committee shall uniformly
apply rules and regulations adopted by it to all persons similarly situated.


     12.5 Information to be Furnished to Committee. The Employers shall
furnish to the Committee such data and information as may be required for it to
discharge its duties. The records of the Employers as to an employee’s or
Participant’s period of employment, termination of employment and the reasons
therefor, leave of absence, reemployment and Section 415 Compensation will be
conclusive on all persons unless determined to be incorrect. Participants and
other persons entitled to benefits under the Plan must furnish to the Committee
such evidence, data or information as it considers desirable to carry out the
Plan,


     12.6 Committee’s Decision Final. To the extent permitted by law, any
interpretation of the Plan and any decision on any matter within the discretion
of the Committee made by the Committee is binding on all persons. A
misstatement or other mistake of fact shall be corrected when it becomes known,
and the Committee shall make such adjustment on account thereof as it considers
equitable and practicable. Benefits under the Plan will be paid only if the
Committee decides in its discretion that the applicant is entitled to them
under the terms and conditions of the Plan.


     12.7 Remuneration and Expenses. No remuneration shall be paid to any
Committee member as such. However, the reasonable expenses (including the fees
and expenses of persons employed by it in accordance with subsection 12.2(h))
of a Committee member incurred in the performance of a Committee function shall
be reimbursed by the Employers. The Trustee is authorized and directed to pay
from the Trust Fund all costs and expenses incurred in administering the Plan,
including the expenses of the Committee and Plan Administrator, the
fees of counsel and any agents for the Committee and Plan Administrator,
the fees and expenses of the Trustee and all other administrative expenses to
the extent not paid by the Employers. The Committee, in its sole discretion,
having regard to the nature of a particular expense, shall determine the
portion of such expense which is to be borne by a particular Employer.


     12.8 Exercise of Committee’s Duties. Notwithstanding any other provisions
of the Plan, the Committee shall discharge its duties hereunder solely in the
interests of the Participants in the Plan and other persons entitled to
benefits thereunder, and


27






 



	 	(a)	 	for the exclusive purposes of providing benefits to Plan
Participants and other persons entitled to benefits thereunder; and
	 
	 	(b)	 	with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent person acting in a like
capacity and familiar with such matters would use in the conduct of
an enterprise of a like character and with like aims,



     12.9 Indemnification of the Committee. The Committee and its individual
members shall be indemnified by the Employers against any and all liabilities,
losses, costs and expenses (including reasonable legal fees and expenses) of
whatsoever kind and nature which may be imposed on, incurred by or asserted
against the Committee or its members by reason of the performance of a
Committee function if the Committee or such member did not, in the opinion of
the Board of Directors of the Company, act dishonestly or in willful violation
of the law or regulation under which such liability, loss, cost or expense
arises.


     12.10 Resignation or Removal of Benefits Administration Committee Member.
A Benefits Administration Committee member may resign at any time by giving ten
days’ advance written notice to the Employers, the Trustee and the other
members of the Benefits Administration Committee. The Company may remove a
Benefits Administration Committee member by giving advance written notice to
him, the other Employers, the Trustee and the other members of the Benefits
Administration Committee.


     12.11 Appointment of Successor Benefits Administration Committee Member.
The Company may fill any vacancy in the membership of the Benefits
Administration Committee and shall give prompt written notice thereof to the
other members, the other Employers and the Trustee. While there is a vacancy in
the membership of the Benefits Administration Committee, the remaining members
shall have the same powers as the full Benefits Administration Committee until
the vacancy is filled.


     12.12 Interested Committee Member. A member of the Committee may not
decide or determine any matter or question concerning the member’s benefits
under the Plan unless such decision could be made by that member under the Plan
if that member were not a member of the Committee.


     12.13 Claims Procedures. If an individual believes he or she is entitled
to benefits under the Plan in an amount greater than those which he or she is
receiving or has received, he or she (or his or her duly authorized
representative) may file a claim with the Administrator. The Administrator
shall make all initial determinations as to the right of any person to a
benefit. All
applications for benefits shall be submitted in writing on forms
prescribed by the Administrator and must be signed by the Participant, and
where required by the Administrator, by Participant’s spouse, beneficiary, or
legal representative and shall state the nature of the claim, the facts
supporting the claim, the amount claimed and the address of the applicant.
Each application shall be acted upon within 90 days following its receipt by
the Administrator, unless special circumstances require an extension of time
for processing the claim and written notice or electronic notice of such
extension, the reasons therefor and the expected date by which the
Administrator will make its determination is given to the applicant prior to
the end of the initial


28






 


90-day period. In no event shall such extension exceed
90 days from the end of the initial period.


In the event that any application for benefits is denied, in whole or in part,
the Administrator shall notify the applicant, in writing or electronically, of
such denial, setting forth the specific reasons for the denial, specific
references to the pertinent Plan provisions on which the denial is based, a
description of any additional information necessary for the applicant to
perfect the claim, an explanation of why such material or information is
necessary, and an explanation of the claim review procedure under the Plan and
the time limits applicable to such procedure (including a statement of the
applicant’s right to bring a civil action under section 502(a) of the ERISA
following the final denial of a claim). The notice of the decision of the
Administrator shall be written in a manner calculated to be understood by the
applicant


Any person (or his or her duly authorized representative) whose application for
a benefit has been denied, in whole or in part, by the Administrator may appeal
such denial by submitting to the Committee, within 60 days after receiving
notice of the denial from the Administrator, a written request for review of
such denial setting forth the grounds on which the applicant’s appeal is based
and any facts in support thereof. Within the same 60-day period, the applicant
may submit to the Committee written comments, documents, records and other
information relating to the claim. Upon request and free of charge, the
applicant also may have reasonable access to, and copies of, documents, records
and other information relevant to the claim.


If a request for review is so filed, review of the denial shall be made by the
Committee and the Committee shall give written or electronic notice of its
final decision with respect to the claim within 60 days after receipt of the
applicant’s written request, unless special circumstances require an extension
of time for processing and before the end of the initial 60-day period, the
applicant is given written or electronic notice of such extension, including a
description of the circumstances requiring the extension and the expected date
by which the Committee will make its determination. If an extension is
required, a decision shall be rendered as soon as possible but not later than
120 days after receipt of a request for review. If the appeal of the claim is
denied, the Committee shall notify the applicant, in writing or electronically,
of such denial, setting forth the specific reasons for the denial, specific
references to the pertinent Plan provisions on which the denial is based, and a
statement that the applicant is entitled, upon request and free of charge, to
reasonable access to, and copies of, all relevant documents, records and
information. The notice of the decision of the Committee shall be written in a
manner calculated to be understood by the applicant and include a statement of
the applicant’s right to bring a civil action under section 502(a) of the ERISA
following the final denial of a claim. The decision of the Committee on the
application for benefits shall be final and conclusive on all persons.


In making determinations regarding claims for benefits, the Administrator and
the Committee shall consider all of the relevant facts and circumstances,
including, without limitation, governing Plan documents, consistent application
of Plan provisions with respect to similar situated applicants and any
comments, documents, records and other information with respect to a claim
submitted by an applicant (an “applicant’s submissions”). An applicant’s
submissions shall be considered by the Committee upon review of any denied
claim without regard to whether the applicant’s submissions were submitted or
considered by the Administrator in the initial benefit determination.


29






 


SECTION 13



Amendment and Termination



     13.1 Amendment. While the Employers expect and intend to continue the
Plan, the Company must reserve and reserves the right, subject to the
provisions of subsection 1.14, to terminate the Plan or to amend the Plan at
any time, except as follows:



	 	(a)	 	the duties and liabilities of the Trustee cannot be
substantially changed without its consent; and
	 
	 	(b)	 	no amendment shall reduce a Participant’s benefits to less
than the amount such Participant would be entitled to receive if
such Participant had resigned from the employ of all of the
Employers and Related Companies on the date of the amendment.



     13.2 Termination. The Plan will terminate as to all of the Employers on
any day specified by the Company if advance written notice of the termination
is given to the other Employers. Employees of any Employer shall cease active
participation in the Plan on the first to occur of the following:



	 	(a)	 	the date on which that Employer, by appropriate action
communicated in writing to the Company, ceases to be a contributing
sponsor of the Plan;
	 
	 	(b)	 	the date that Employer is judicially declared bankrupt or
insolvent; or
	 
	 	(c)	 	the dissolution, merger, consolidation, reorganization or
sale of that Employer, or the sale by that Employer of all or
substantially all of its assets, except that, subject to the
provisions of subsection 13.3, with the consent of the Company, in
any such event arrangements may be made whereby the Plan will be
continued by any successor to that Employer or any purchaser of all
or substantially all of that Employer’s assets, in which case the
successor or purchaser will be substituted for the Employer under
the Plan.



     13.3 Merger and Consolidation of the Plan, Transfer of Plan Assets. The
Committee in its discretion may direct the Trustee to transfer all or a portion
of the assets of this Plan to another defined contribution plan of the
Employers or Related Companies which is qualified under section 401 (a) of the
Code or, in the event of the sale of stock of an Employer or all or a portion
of the assets of an Employer, to a qualified plan of an employer which is not a
Related
Company, or may direct the Trustee to accept such a transfer from another
qualified plan. In the case of any merger or consolidation with, or transfer of
assets and liabilities to or from, any other plan, provision shall be made so
that each Affected Participant in the Plan on the date thereof (if the Plan, as
applied to that Participant, then terminated) would receive a benefit
immediately after the merger, consolidation or transfer which is equal to or
greater than the benefit he would have been entitled to receive immediately
prior to the merger, consolidation or transfer if the Plan, as applied to him,
had then terminated. In the event that such a merger into this Plan includes
forfeitures that have not yet been reallocated (or used to reduce employer
contributions) in accordance with the terms of the merged plan, such
forfeitures shall be maintained in a


30






 


separate subaccount until reallocated (or
used to reduce employer contributions) with respect to Participants who were
participants in the merged plan immediately prior to the merger in accordance
with its terms, as though such merged plan were still a separate plan.


     13.4 Distribution on Termination and Partial Termination. Upon
termination or partial termination of the Plan, all benefits under the Plan
shall continue to be paid in accordance with Section 9 and 10 as such sections
may be amended from time to time.


     13.5 Notice of Amendment, Termination or Partial Termination. Affected
Participants will be notified of an amendment, termination or partial
termination of the Plan as required by law.


* * * * *



31






 



SCHEDULE I

TO

THE BRUNSWICK REWARDS PLAN



1.     As of April 1, 1999 the Plan has been extended to the groups of employees
set forth below.



	 	(a)	 	   Salaried employees of the following business units or
location, excluding those persons who are eligible to accrue
benefits under the Brunswick Salaried Pension Plan on and after
April 1, 1999:




	 
	BRUNSWICK INDOOR RECREATION GROUP
	CORPORATE OFFICE
	MERCURY




	 	(b)	 	   All employees of the following business units:




	 
	SEA RAY
	U.S. MARINE



2.     As of January 1, 2001, the Plan has been extended to all employees of Boston
Whaler Inc.


3.     As of January 1, 2003, the Plan has been extended to all employees of
Northstar Technologies; provided, however, that notwithstanding Section 2.1 to
the contrary, the 30-day waiting period shall be waived with respect to such
employees.


4.     As of January 1, 2003, the Plan has been extended to all employees of
ParaBody, Inc.


Schedule-1



 






 





SUPPLEMENT A

TO

THE BRUNSWICK REWARDS PLAN



(TOP-HEAVY STATUS)



     A-1. Application. This Supplement A to the Plan shall be applicable for
any Plan Year in which the Plan is Top Heavy (as described in subsection A-4).
If the Plan is Top-Heavy for any Plan Year and is not Top-Heavy for any
subsequent Plan Year, the provisions of this Supplement A shall not apply for
such subsequent Plan Year.


     A-2. Definitions. Unless the context clearly implies or indicates the
contrary, a word, term or phrase used or defined in the Plan is similarly used
or defined for purposes of this Supplement A.


     A-3. Affected Participant. For purposes of this Supplement A, the term
“Affected Participant” means each Participant who is employed by an Employer or
a Related Company during any Plan Year for which the Plan is Top-Heavy, subject
to the following:



		
	 	     (a) For any such Plan Year the term “Affected Participant” shall
include any employee of an Employer who is not a Participant solely
because he failed to make contributions under subsection 3.1 for that
year.




		
	 	     (b) The term “Affected Participant” shall not include any
Participant who is covered by a collective bargaining agreement if
retirement benefits were the subject of good faith bargaining between his
Employer and his collective bargaining representative.



     A-4. Top-Heavy. The Plan shall be “Top-Heavy” for any Plan Year if, as of
the Determination Date for that year (as described in paragraph (a) next
below), the present value of the benefits attributable to Key Employees (as
defined in subsection A-5) under all Aggregation Plans (as defined in
subsection A-7) exceeds 60% of the present value of all benefits under such
plans. The foregoing determination shall be made in accordance with the
provisions of Section 416 of the Code. Subject to the preceding sentence:



		
	 	     (a) The Determination Date with respect to any Plan for purposes of
determining Top-Heavy status for any plan year of that plan shall be the
last day of the preceding plan year or, in the case of the first plan
year of that plan, the last day of that year. The present value of
benefits as of any Determination Date shall be determined as of the
accounting date or valuation date coincident with or next preceding the
Determination Date. If the plan years of all Aggregation Plans do not
coincide, the Top-Heavy status of the plan on any Determination Date
shall be determined by aggregating the present value of plan benefits on
that date with the present value of the benefits under each other
Aggregation Plan determined as of the Determination Date of such other
Aggregation Plan which occurs in the same calendar year as the plan’s
Determination Date.



A-1



 






 






		
	 	     (b) Benefits under any plan as of any Determination Date shall
include the amount of any distributions from that plan made during the
plan year which includes the Determination Date (including distributions
under a terminated plan which, if it had not been terminated, would have
been required to be included in an aggregation group) and the amount of
any distributions made for a reason other than severance from employment,
death or disability during any of the preceding four Plan Years, but
shall not include any amounts attributable to employee contributions
which are deductible under section 219 of the Code, any amounts
attributable to employee-initiated rollovers or transfers made after
December 31, 1983 from a Plan maintained by an unrelated employer, or, in
the case of a defined contribution Plan, any amounts attributable to
contributions made after the Determination Date unless such contributions
are required by section 412 of the Code or are made for the plan’s first
Plan year.
	 
	 	     (c) Benefits attributable to a participant shall include benefits
paid or payable to a beneficiary of the participant, but shall not
include benefits paid or payable to any participant who has not performed
services for an Employer or Related Company during the Plan Year ending
on the applicable Determination Date; provided, however, that if a
Participant performs no services for one year and then performs services,
the benefits attributable to such participant shall be included.
	 
	 	     (d) The accrued benefit of any key participant who is a Non-Key
Employee with respect to a plan but who was a Key Employee with respect
to such plan for any prior plan year shall not be taken into account.
	 
	 	     (e) The accrued benefit of a Non-Key Employee shall be determined
under the method which is used for accrual purposes for all plans of the
Employer and Related Companies; or, if there is not such method, as if
the benefit accrued not more rapidly than the slowest accrual rate
permitted under section 41 l(b)(l)(C) of the Code.
	 
	 	     (f) The present value of benefits under all defined benefit plans
shall be determined on the basis of a 6% per annum interest factor and
the 1984 Unisex Pension Mortality Table, with a one year setback.



     A-5. Key employee. Key employee means any employee or former employee
(including any deceased employee) who at any time during the Plan Year that
includes the determination date was an officer of the Employer having annual
compensation greater than $130,000 (as adjusted under section 416(i)(l) of the
Code for Plan Years beginning after December 31, 2002), a 5-percent owner of
the Employer, or a 1-percent owner of the Employer having annual compensation
of more than $150,000. The determination of who is a key employee will be made
in accordance with section 416(i)(l) of the Code and the applicable regulations
and other guidance of general applicability issued thereunder.


     A-6. Compensation. The term “Compensation” for purposes of this
Supplement A generally means W-2 compensation for the calendar year ending with
or within that Plan year, not exceeding $150,000 or such larger amount as may
be permitted for any year under Code section 401(a)(17). However, solely for
purposes of determining who is a Key
Employee, the term “Compensation” means compensation as defined in section
414(q)(4) of the Code.


A-2




 






 





     A-7. Non-Key Employee. The term “Non-Key Employee” means any employee (or
beneficiary of a deceased employee) who is not a Key Employee.


     A-8. Aggregation Plan. The term “Aggregation Plan” means the Plan and each
other retirement Plan maintained by an Employer or Related Company which is
qualified under section 401 (a) of the Code and which:



		
	 	     (a) during the plan year which includes the applicable Determination
Date includes a Key Employee as a participant;




		
	 	     (b) during the plan year which includes the applicable Determination
Date enables the Plan or any plan in which a Key Employee participates
to meet the requirements of Sections 401(a)(4) or 410 of the Code; or




		
	 	     (c) would meet the requirements of sections 401(a)(4) and 410 if it
were considered together with the Plan and all other plans described in
paragraphs (a) and (b) next above.



     A-9. Required Aggregation Plan. The term “Required Aggregation Plan”
means a plan described in either paragraph (a) or (b) of subsection A-8.


     A-10. Permissive Aggregate Plan. The term “Permissive Aggregation Plan”
means a plan described in paragraph (c) of subsection A-8.


     A-11. Minimum Contribution. For any Plan Year during which the Plan is
Top-Heavy, the minimum amount of Employer contributions (excluding elective
contributions as defined in Code section 401(k)) allocated to the Accounts of
each Affected Participant who is employed by an Employer or Related Company on
the last day of that year (whether or not he has completed 1000 hours of
service during that year), who is not a Key Employee and who is not entitled to
a minimum benefit for that year under any defined benefit Aggregation Plan
which is Top-Heavy shall, when expressed as a percentage of the Affected
Participant’s Compensation be equal to the lesser of:



		
	 	     (a) 3%; or




		
	 	     (b) the percentage at which Employer contributions (including
Employer Contributions made pursuant to a cash or deferred arrangement)
are allocated to the Accounts of the Key Employee for whom such
percentage is greatest.



For purposes of the preceding sentence, compensation earned while a member of a
group of employees to whom the Plan has not been extended shall be disregarded.


Paragraph (b) next above shall not be applicable for any Plan Year if the Plan
enables a defined benefit Aggregation Plan described in paragraph A-8(a) or
A-8(b) to meet the requirements of
sections 401(a)(4) or 410 for that year. Employer contributions for any Plan
Year during which the Plan is Top-Heavy shall be allocated first to non-Key
Employees until the requirements of this subsection A-11 have been met and, to
the extent necessary to comply with the provisions of this subsection A-11,
additional contributions shall be required of the Employers.


A-3



 






 





SUPPLEMENT B

TO

THE BRUNSWICK REWARDS PLAN



(US MARINE)



     B-1. Purpose. The purpose of this Supplement B to The Brunswick Rewards
Plan (“Plan”) is to reflect the merger of the US Marine Retirement Plan
(“Marine Plan”) into the Plan effective April 30, 1999 (the “Merger Date”) and
to preserve those provisions of the Marine Plan that cannot be eliminated by
amendment without violating section 411(d)(6) of the Code and applicable
Treasury regulations thereunder.


     B-2. Definitions. Unless the context clearly indicates otherwise, a term
defined in the Plan shall have the same meaning for purposes of this Supplement
B.


     B-3. Affected Participants. This Supplement B is applicable only to
participants in the Marine Plan who either have account balances under such
plan on the Merger Date or who could have forfeited amounts restored upon
reemployment before incurring five consecutive 1-year breaks in service
(“Marine Participants”), and only to the extent of such Marine Participants’
interest in the Plan attributable to their account balances under the Marine
Plan as of the Merger Date (“Marine Accounts”).


     B-4. Special Provisions Applicable to Marine Participants. Except as
provided below, the terms of the Plan shall determine the rights of Marine
Participants with respect to their entire Accounts, including the portion of
their Accounts attributable to their Marine Accounts. Notwithstanding this
general rule, the following special provisions shall govern their Marine
Accounts:



		
	 	     (a) Vesting. All Marine Participants who are actively employed by
the Company or a Related Company on the Merger Date will be fully vested
in their Marine Accounts. All other Marine Participants will be subject
to the rules regarding vesting, forfeiture and restoration of forfeited
amounts set forth in the Marine Plan from time to time and applicable to
them as though the Marine Plan were still maintained as a separate plan,
provided that if a Marine Participant who was not an active employee on
the Merger Date is reemployed by the Company or a Related Company before
he has incurred his fifth consecutive 1-year break in service (as defined
in the Marine Plan), he will be immediately vested in the amount he would
have forfeited had he not been reemployed.




		
	 	     (b) Allocation of Forfeitures. Any forfeitures that arise with
respect to any Marine Participants after the Merger Date shall be used
first to restore forfeited amounts to Marine Participants reemployed
during that year before incurring five consecutive 1-year breaks in
service (as defined in the Marine Plan) and then to reduce employer
contributions.




		
	 	     (c) Distribution to Beneficiaries. Any distributions to
Beneficiaries that commenced prior to the Merger Date shall continue as
scheduled under the terms of the Marine Plan. Payments to Beneficiaries
commencing after the Merger Date will be made



B-1



 






 






		
	 	in a lump sum as soon as practicable after the Marine Participant’s
death in accordance with the provisions of Section 10.
	 
	 	     (d) Hardship. In addition to the provisions of subsections 9.2 and
9.3 of the Plan, a Marine Participant may elect a withdrawal in any one
Plan Year from his Marine Account of a minimum of $1,000 up to a maximum
of 75% of his Marine Account as of any Accounting Date. Any request for a
withdrawal in accordance with this subsection B-4(d) shall be filed with
the Company at such time and in such manner as the Company may require.
Only one in-service withdrawal, made in accordance with this subsection
B-4(d), will be permitted every five years. Withdrawal under this
subsection shall be authorized if the distribution is on account of:




	 	(i)	 	Expenses for medical care described in Code
Section 213(d) previously incurred by the Participant, his
spouse, or any of his dependents (as defined in Code Section
152) or necessary for these persons to obtain medical care;
	 
	 	(ii)	 	The costs directly related to the care of an
elderly parent or grandparent;
	 
	 	(iii)	 	Severe economic hardship; or
	 
	 	(iv)	 	Payment of tuition and related educational fees
for the next twelve months of post-secondary education for the
Participant, his spouse, children, or dependents.



Distributions made in accordance with this subsection B-4(d) shall be made
notwithstanding the provisions of subsection 9.3(b) of the Plan.


B-2



 






 





SUPPLEMENT C

TO

THE BRUNSWICK REWARDS PLAN



(SEA RAY)



     C-1. Purpose. The purpose of this Supplement C to The Brunswick Rewards
Plan (“Plan”) is to reflect the merger of the Sea Ray Employees’ Stock
Ownership and Profit Sharing Plan (“Sea Ray Plan”) into the Plan effective
September 30, 1999 (the “Merger Date”) and to preserve those provisions of the
Sea Ray Plan that cannot be eliminated by amendment without violating section
41 l(d)(6) of the Code and applicable Treasury regulations thereunder.


     C-2. Definitions. Unless the context clearly indicates otherwise, a term
defined in the Plan shall have the same meaning for purposes of this Supplement
C.


     C-3. Affected Participants. This Supplement C is applicable only to
participants in the Sea Ray Plan who either have account balances under such
plan on the Merger Date or who could have forfeited amounts restored upon
reemployment before incurring five-consecutive one-year breaks in service (“Sea
Ray Participants”), and only to the extent of such Sea Ray Participants’
interests in the Plan attributable to their account balances under the Sea Ray
Plan as of the Merger Date (“Sea Ray Accounts”).


     C-4. Special Provisions Applicable to Sea Ray Participants. Except as
provided below, the terms of the Plan shall determine the rights of Sea Ray
Participants with respect to their entire Accounts, including their Sea Ray
Accounts. Notwithstanding this general rule, the following special provisions
shall govern their Sea Ray Accounts:



		
	 	     (a) Vesting. All Sea Ray Participants who are actively employed by
the Company or a Related Company on July 1, 1999 will be fully vested in
their Sea Ray Accounts. All other Sea Ray Participants will be subject to
the rules regarding vesting, forfeiture and restoration of forfeited
amounts set forth in the Sea Ray Plan from time to time and applicable to
them as though the Sea Ray Plan were still maintained as a separate plan,
provided that if a Sea Ray Participant who was not an active employee on
the Merger Date is reemployed by the Company or a Related Company before
he has incurred five-consecutive one-year breaks in service (as defined
in the Sea Ray Plan) he will be immediately vested in the amount he would
have finally forfeited had he not be reemployed. If necessary, any amount
contingently forfeited by a Sea Ray Participant under the terms of the
Sea Ray Plan before he incurred five-consecutive one-year breaks in
service who is so reemployed shall be restored out of current
forfeitures, if any, or an additional Employer contribution.




		
	 	     (b) Allocation of Forfeitures. Any forfeitures that arise with
respect to a Sea Ray Participant after the Merger Date shall be used
first to restore forfeited amounts to Sea Ray Participants reemployed
during that year before incurring five-consecutive one-year breaks in
service (as defined in the Sea Ray Plan), and then to reduce Employer
Contributions.



C-1



 






 






		
	 	     (c) In-Service Withdrawals. In addition to any other choices
provided under the Plan, a Sea Ray Participant may elect to withdraw
annually the portion of his Sea Ray Account attributable to contributions
and forfeitures allocated to his account under the Sea Ray Plan prior to
June 30, 1992 (other than amounts invested in the Brunswick Stock Fund)
in accordance with the following:




	 	(i)	 	A Sea Ray Participant who has not attained age
591⁄2 may withdraw up to 50% of such amount annually.
	 
	 	(ii)	 	A Participant who has attained age 591⁄2 may
thereafter withdraw up to 100% of such amount annually.
	 
	 	(iii)	 	The amount of any outstanding loan to a Sea Ray
Participant credited against his Sea Ray Account shall reduce
the amount available for withdrawal. Withdrawals may be
elected no more than once in any 12-month period, in such
manner and in accordance with such procedures as may be
prescribed by the Company, and distribution of the amount
elected to be withdrawn shall occur in cash in a single lump
sum as soon as practicable after the election.



C-2




 






 





SUPPLEMENT D

TO

THE BRUNSWICK REWARDS PLAN



(BOSTON WHALER)



     D-1. Purpose. The purpose of this Supplement D to The Brunswick Rewards
Plan (“Plan”) is to reflect the merger of the Boston Whaler, Inc. Retirement
Savings and Investment Plan (“Boston Whaler Plan”) into the Plan effective
December 31, 2000 (the “Merger Date”) and to preserve those provisions of the
Boston Whaler Plan that cannot be eliminated by amendment without violating
Section 41 l(d)(6) of the Code and applicable Treasury regulations thereunder.


     D-2. Definitions. Unless the context clearly indicates otherwise, a term
defined in the Plan shall have the same meaning for purposes of this Supplement
D.


     D-3. Affected Participants. This Supplement D is applicable only to
participants in the Boston Whaler Plan who either have account balances under
such plan on the Merger Date or who could have forfeited amounts restored upon
reemployment before incurring five consecutive one-year breaks in service
(“Boston Whaler Participants”), and only to the extent of such Boston Whaler
Participant’s interest in the Plan attributable to their account balances under
the Boston Whaler Plan as of the Merger Date (“Boston Whaler Accounts”).


     D-4. Special Provisions Applicable to Boston Whaler Participants. Except
as provided below, the terms of the Plan shall determine the rights of Boston
Whaler Participants with respect to their entire Accounts, including the
portion of their Accounts attributable to their Boston Whaler Accounts.
Notwithstanding this general rule, the following special provisions shall
govern their Boston Whaler Accounts:



		
	 	     (a) Vesting. All Boston Whaler Participants who are actively
employed by the Company or a Related Company on the Merger Date will be
fully vested in their Boston Whaler Accounts. All other Boston Whaler
Participants will be subject to the rules regarding vesting, forfeiture
and restoration of forfeited amounts set forth in the Boston Whaler Plan
from time to time and applicable to them as though the Boston Whaler Plan
were still maintained as a separate plan, provided that if a Boston
Whaler Participant who was not an active employee on the Merger Date is
reemployed by the Company or a Related Company before he has incurred his
fifth consecutive one-year break in service (as defined in the Boston
Whaler Plan), he will be immediately vested in the amount he would have
forfeited had he not been reemployed.




		
	 	     (b) Allocation of Forfeitures. Any forfeitures that arise with
respect to a Boston Whaler Participant after the Merger Date shall be
used first to restore forfeited amounts to Boston Whaler Participants
reemployed during that year before incurring five consecutive 1-year
breaks in service (as defined in the Boston Whaler Plan) and then to
reduce Employer contributions.




		
	 	     (c) Loans. With respect to any loan to a Boston Whaler Participant
that is outstanding at the Merger Date, the terms of such loan shall
continue to be governed by



D-1



 






 

\




		
	 	the note evidencing such loan and the terms applicable to such loan
as in effect under the Boston Whaler Plan as of December 31, 2000. All
loans made after the Merger Date shall be governed by and in accordance
with the terms of the Plan and any loan policy issued thereunder by the
Committee.
	 
	 	     (d) In Service Distributions. Any time after a Boston Whaler
Participant attains age 591⁄2, he may request a distribution, in a
single lump sum payment, of all of his Boston Whaler Accounts.



D-2




 






 





SUPPLEMENT E

TO

THE BRUNSWICK REWARDS PLAN



(LIFE FITNESS PROFIT SHARING RETIREMENT SAVINGS PLAN)



     E-1. Purpose. The purpose of this Supplement E to The Brunswick Rewards
Plan (“Plan”) is to reflect the merger of the Life Fitness Profit Sharing
Retirement Savings Plan (“Life Fitness Profit Sharing Plan”) into the Plan
effective December 31, 2001 (the “Merger Date”) and to preserve those
provisions of the Life Fitness Profit Sharing Plan that cannot be eliminated by
amendment without violating Section 411(d)(6) of the Code and applicable
Treasury regulations thereunder or are otherwise required by law.


     E-2. Definitions. Unless the context clearly indicates otherwise, a term
defined in the Plan shall have the same meaning for purposes of this Supplement
E.


     E-3. Affected Participants. This Supplement E is applicable only to
participants in the Life Fitness Profit Sharing Plan who either have account
balances under such plan on the Merger Date or who could have forfeited amounts
restored upon reemployment before incurring five consecutive one-year breaks in
service (“Life Fitness Profit Sharing Participants”), and only to the extent of
such Life Fitness Profit Sharing Participant’s interest in the Plan
attributable to their account balances under the Life Fitness Profit Sharing
Plan as of the Merger Date (“Life Fitness Profit Sharing Accounts”).


     E-4. Special Provisions Applicable to Life Fitness Profit Sharing
Participants. Except as provided below, the terms of the Plan shall determine
the rights of Life Fitness Profit Sharing Participants with respect to their
entire Accounts, including the portion of their Accounts attributable to their
Life Fitness Profit Sharing Accounts. Notwithstanding this general rule, the
following special provisions shall govern their Life Fitness Profit Sharing
Accounts:



		
	 	     (a) Vesting. All Life Fitness Profit Sharing Participants who are
actively employed by the Company or a Related Company on the Merger Date
will be fully vested in their Life Fitness Profit Sharing Accounts. All
other Life Fitness Profit Sharing Participants will be subject to the
rules regarding vesting, forfeiture and restoration of forfeited amounts
set forth in the Life Fitness Profit Sharing Plan from time to time and
applicable to them as though the Life Fitness Profit Sharing Plan were
still maintained as a separate plan, provided that if a Life Fitness
Profit Sharing Participant who was not an active employee on the Merger
Date is reemployed by the Company or a Related Company before he has
incurred his fifth consecutive one-year break in service (as defined in
the Life Fitness Profit Sharing Plan), he will be (upon repayment by the
Participant in accordance with the requirements of the Life Fitness
Profit Sharing Plan of any amounts previously distributed to the Life
Fitness Profit Sharing Participant reflecting the nonforfeitable
percentage of such Life Fitness Profit Sharing Participant’s Profit
Sharing Accounts) vested in the amount he would have forfeited had he not
been reemployed.



E-1




 






 






		
	 	     (b) Allocation of Forfeitures. Any forfeitures that arise with
respect to a Life Fitness Profit Sharing Participant after the Merger
Date shall be used first to restore forfeited amounts to Life Fitness
Profit Sharing Participants who are reemployed during that year before
incurring five consecutive 1-year breaks in service (as defined in the
Life Fitness Profit Sharing Plan) and who make repayment in accordance
with the terms of the Life Fitness Profit Sharing Plan, and then to
reduce Employer Contributions.
	 
	 	     (c) Loans. With respect to any loan to a Life Fitness Profit
Sharing Participant that is outstanding at the Merger Date, the terms of
such loan shall continue to be governed by the note evidencing such loan
and the terms applicable to such loan as in effect under the Life Fitness
Profit Sharing Plan as of December 31, 2001. All loans made after the
Merger Date shall be governed by and in accordance with the terms of the
Plan and any loan policy issued thereunder by the Committee.
	 
	 	     (d) In Service Distributions. Any time after a Life Fitness Profit
Sharing Participant attains age 591⁄2, he may request a distribution,
in a single lump sum payment, of all of his Life Fitness Profit Sharing
Accounts.
	 
	 	     (e) Withdrawals of After-Tax Employee Contributions. Any
Participant may withdraw an amount from that Participant’s After-Tax
Employee Contributions Account which does not exceed the lesser of: (i)
the aggregate amount of After-Tax Employee Contributions, reduced by the
aggregate amount of any previous withdrawals made by the Participant of
such After-Tax Employee Contributions; or (ii) the value of the
Participant’s After-Tax Employee Contributions Account determined as of
the Valuation Date immediately preceding the proposed date of such
withdrawal less withdrawals after such Valuation Date.
	 
	 	The amount of the withdrawal will be paid by the Life Fitness Profit
Sharing Plan to the Life Fitness Profit Sharing Participant by as soon as
administratively feasible after the Administrator receives a proper
written request from the Life Fitness Profit Sharing Participant for the
withdrawal.



E-2




 






 





SUPPLEMENT F

TO

THE BRUNSWICK REWARDS PLAN



(LIFE FITNESS RETIREMENT SAVINGS PLAN)



     F-1. Purpose. The purpose of this Supplement F to The Brunswick Rewards
Plan (“Plan”) is to reflect the merger of the Life Fitness Retirement Savings
Plan (“Life Fitness Savings Plan”) into the Plan effective December 31, 2001
(the “Merger Date”) and to preserve those provisions of the Life Fitness
Savings Plan that cannot be eliminated by amendment without violating Section
41 l(d)(6) of the Code and applicable Treasury regulations thereunder.


     F-2. Definitions. Unless the context clearly indicates otherwise, a term
defined in the Plan shall have the same meaning for purposes of this Supplement
F.


     F-3. Affected Participants. This Supplement F is applicable only to
participants in the Life Fitness Savings Plan who have account balances under
such plan on the Merger Date (“Life Fitness Savings Participants”), and only to
the extent of such Life Fitness Savings Participant’s interest in the Plan
attributable to their account balances under the Life Fitness Savings Plan as
of the Merger Date (“Life Fitness Savings Accounts”).


     F-4. Special Provisions Applicable to Life Fitness Savings Participants.
Except as provided below, the terms of the Plan shall determine the rights of
Life Fitness Savings Participants with respect to their entire Accounts,
including the portion of their Accounts attributable to their Life Fitness
Savings Accounts. Notwithstanding this general rule, the following special
provisions shall govern their Life Fitness Savings Accounts:



		
	 	     (a) Loans. With respect to any loan to a Life Fitness Savings
Participant that is outstanding at the Merger Date, the terms of such
loan shall continue to be governed by the note evidencing such loan and
the terms applicable to such loan as in effect under the Life Fitness
Savings Plan as of December 31, 2001. All loans made after the Merger
Date shall be governed by and in accordance with the terms of the Plan
and any loan policy issued thereunder by the Committee.
	 
	 	     (b) In Service Distributions. Any time after a Life Fitness Savings
Participant attains age 591⁄2, he may request a distribution, in a
single lump sum payment, of all of his Life Fitness Savings Accounts.



F-1



 






 





SUPPLEMENT G

TO

THE BRUNSWICK REWARDS PLAN



(PARABODY, INC. EMPLOYEES RETIREMENT 401(k))



     G-1. Purpose. The purpose of this Supplement G to The Brunswick Rewards
Plan (“Plan”) is to reflect the merger of the ParaBody, Inc. Employees
Retirement 401(k) Plan (“ParaBody Plan”) into the Plan effective as of 12:01
a.m., January 1, 2003 (the “Merger Date”) and to preserve those provisions of
the ParaBody Plan that cannot be eliminated by amendment without violating
Section 41l(d)(6) of the Code and applicable Treasury regulations thereunder.


     G-2. Definitions. Unless the context clearly indicates otherwise, a term
defined in the Plan shall have the same meaning for purposes of this Supplement
G.


     G-3. Affected Participants. This Supplement G is applicable only to
participants in the ParaBody Plan who have account balances under such plan on
the Merger Date (“ParaBody Participants”), and only to the extent of such
ParaBody Participant’s interest in the Plan attributable to their account
balances under the ParaBody Plan as of the Merger Date (“ParaBody Accounts”).


     G-4. Special Provisions Applicable to ParaBody Participants. Except as
provided below, the terms of the Plan shall determine the rights of ParaBody
Participants with respect to their entire Accounts, including the portion of
their Accounts attributable to their ParaBody Accounts. Notwithstanding this
general rule, the following special provisions shall govern their ParaBody
Accounts:



		
	 	     (a) Vesting. All ParaBody Participants who are actively employed by
the Company or a Related Company on the Merger Date will be fully vested
in their ParaBody Accounts. All other ParaBody Participants will be
subject to the rules regarding vesting, forfeiture and restoration of
forfeited amounts set forth in the Parabody Plan from time to time and
applicable to them as though the ParaBody Plan were still maintained as a
separate plan, provided that if a ParaBody Participant who was not an
active employee on the Merger Date is reemployed by the Company or a
Related Company before he has incurred a Forfeiture Break-in-Service (as
defined in the ParaBody Plan), he will be (upon repayment by the
Participant in accordance with the requirements of the ParaBody Plan of
any amounts previously distributed to the ParaBody Participant reflecting
the nonforfeitable percentage of such ParaBody Participant’s Accounts)
vested in the amount he would have forfeited had he not been reemployed.




		
	 	     (b) Allocation of Forfeitures. Any forfeitures that arise with
respect to any ParaBody Participants after the Merger Date shall be used
first to restore forfeited amounts to ParaBody Participants reemployed
during that year before incurring a Forfeiture Break-in-Service (as
defined in the ParaBody Plan) and who make repayment in accordance with
the terms of the ParaBody Plan, and then to reduce Employer
Contributions.



G-1



 






 






		
	 	     (c) Loans. With respect to any loan to a ParaBody Participant that
is outstanding at the Merger Date, the terms of such loan shall continue
to be governed by the note evidencing such loan and the terms applicable
to such loan as in effect under the ParaBody Plan as of December 31,
2002. All loans made after the Merger Date shall be governed by and in
accordance with the terms of the Plan and any loan policy issued
thereunder by the Committee.



G-2