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EXHIBIT 4.5



BRUNSWICK CORPORATION



2003 STOCK INCENTIVE PLAN



1. Purpose



     The purpose of the Brunswick Corporation 2003 Stock Incentive Plan is to
provide incentives and rewards to (i) support the execution of the
Corporation’s business and human resource strategies; (ii) provide for the
compensation of Non-Employee Directors and (iii) more closely align the
interests of Participants with those of the Corporation’s stockholders.


2. Definitions



     (a) “Award” includes, without limitation, shares of Stock, stock options,
restricted and performance shares, restricted and performance units, dividend
or equivalent rights, or other awards that are valued in whole or in part by
reference to, or are otherwise based on, Stock.


     (b) “Award Summary” means a written summary setting forth the terms and
conditions of each Award made under this Plan.


     (c) “Board” means the Board of Directors of the Corporation.


     (d) “Code” means the Internal Revenue Code of 1986, as amended from time
to time.


     (e) “Compensation Committee” means the Human Resources and Compensation
Committee of the Board or such other committee as the Board may designate from
time to time to administer this Plan.


     (f) “Corporation” means Brunswick Corporation, a Delaware corporation.


     (g) “Employee” means an employee of the Corporation or a Subsidiary.


     (h) “Exchange Act” means the Securities Exchange Act of 1934, as amended.


     (i) “Fair Market Value” means the closing price on the New York Stock
Exchange Composite Transactions Tape on the relevant valuation date or on the
next preceding date on which a closing price was quoted.


     (j) “Governance Committee” means the Corporate Governance Committee of the
Board or such other committee as the Board may designate from time to time.


     (k) “Non-Employee Director” means any member of the Board who is not an
Employee.


     (l) “Participant” means a person who has been granted an Award under this
Plan.


     (m) “Plan” means this Brunswick Corporation 2003 Incentive Stock Plan.


     (n) “Stock” means the common stock, $0.75 par value, of the Corporation.


     (o) “Subsidiary” means any corporation or other entity in which the
Corporation has a proprietary interest of more than 50% by reason of stock
ownership or otherwise.


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3. Eligibility



     Employees selected by the Compensation Committee and Non-Employee
Directors selected by the Governance Committee are eligible to receive Awards.


4. Plan Administration



     (a) Except as otherwise determined by the Board or specifically set forth
herein, this Plan shall be administered by the Compensation Committee. The
Compensation Committee shall determine the terms of Awards granted to
Employees. The Compensation Committee shall, subject to the terms of this
Plan, establish rules and regulations it deems necessary or desirable for Plan
administration.


     (b) Notwithstanding anything contained in this Plan to the contrary and
except as otherwise determined by the Board, the Governance Committee shall
determine the terms of Awards granted to Non-Employee Directors, and shall
exercise all the authority of the Compensation Committee under this Plan as the
same relates to such Awards.


     (c) To the extent permitted by applicable law, each of the Compensation
Committee and the Governance Committee may designate others to carry out its
responsibilities; provided, however, that neither may delegate its power and
authority to others with regard to the selection for participation in this Plan
of a person subject to Section 16 of the Exchange Act or decisions concerning
the timing, pricing or amount of an Award to such person.


     (d) The Compensation Committee shall have the authority at any time prior
to a Change of Control (as defined in Section 12) to cancel Awards for
reasonable cause and to provide for the conditions and circumstances under
which Awards shall be forfeited.


     (e) The Compensation Committee shall have authority to interpret and
construe the provisions of this Plan and the Award Summaries, and the
application thereof, and make determinations which shall be final, binding and
conclusive on all persons.


     (f) The members of the Board, the Compensation Committee, the Governance
Committee and any person to whom the Compensation Committee or Governance
Committee delegates any of its power and authority (i) shall not be liable for
any action, omission, determination, interpretation or construction made in
connection with this Plan in good faith, and (ii) shall be entitled to
indemnification and reimbursement to the full extent permitted by applicable
law, except as otherwise may be provided in the Corporation’s Certificate of
Incorporation and/or By-Laws, as each may be amended from time to time, and
under any directors’ and officers’ liability insurance that may be in effect
from time to time.


5. Stock Subject To Provisions Of This Plan



     The stock subject to the provisions of this Plan shall be:


	 	(a)
	 	4,000,000 shares of Stock, which may be either authorized but
unissued Stock or Stock held as treasury stock;




	 	(b)
	 	Shares of Stock available, as of the effective date of this Plan,
for future grants of awards under the Brunswick Corporation 1991 Stock
Plan (the “1991 Plan”), which shares upon the effectiveness of this
Plan shall no longer be available under the 1991 Plan; and




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	 	(c)
	 	Shares of Stock represented by Awards under this Plan, awards under
the 1991 Plan or awards under the Corporation’s 1997 Stock Plan for
Non-Employee Directors (the “1997 Plan”) (i) which are cancelled,
forfeited, surrendered, terminated, paid in cash or expire unexercised
or (ii) which are not issued or delivered by reason of the delivery or
withholding of shares of Stock to pay all or a portion of the exercise
price, if any, or to satisfy all or a portion of applicable tax
withholding obligations.




     The total number of shares of Stock with respect to which Awards other
than stock options may be granted under this Plan shall not exceed twenty-five
percent (25%) of the number of shares of Stock identified in Section 5 (a) and
5 (b). The maximum number of shares of Stock with respect to which stock
options may be granted during any calendar year to any person shall be
1,000,000.


6. Awards Under This Plan



     In addition to shares of Stock, the following types of Awards and other
stock-based Awards may be granted under this Plan on a stand alone, combination
or tandem basis:


   (a) Stock Option. A right to buy a specified number of shares of Stock
at a fixed exercise price during a specified time; provided that the
exercise price of any option shall not be less than 100% of the Fair Market
Value of the Stock on the date of grant of the option. The exercise price
of any option granted under this Plan may not be reduced or otherwise
adjusted other than as provided in Section 10.


   (b) Restricted And Performance Shares. A transfer of Stock to a
Participant, subject to such restrictions on transfer or other incidents of
ownership, or subject to specified performance standards for specified
periods of time.


   (c) Restricted And Performance Share Unit. A fixed or variable share
or dollar denominated unit subject to conditions of vesting, performance and
time of payment, which unit may be paid in Stock, cash or a combination of
both.


   (d) Other Stock-Based Awards. Other Stock-based Awards which are
related to or serve a similar function to those Awards set forth in this
Section 6.


     In addition to granting Awards for purposes of incentive compensation,
Awards may also be made in tandem with or in lieu of current or deferred
compensation.


     No Stock shall be issued pursuant to any Award unless consideration at
least equal to the par value of the Stock has been received by the Corporation
in the form of cash, services rendered or property.


7. Award Summaries



     Each Award under this Plan shall be evidenced by an Award Summary.
Delivery of an Award Summary to each Participant shall constitute an agreement,
subject to Section 4(e) and Section 9 of this Plan, between the Corporation and
the Participant as to the terms and conditions of the Award.


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8. Other Terms and Conditions



     (a) Assignability. No Award shall be assignable or transferable except by
will, by the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Code or in accordance with
guidelines established by the Compensation Committee.


     (b) Rights As A Stockholder. A Participant shall have no rights as a
stockholder with respect to shares of Stock covered by an Award until the date
the Participant or his nominee, guardian or legal representative is the holder
of record. No adjustment will be made for dividends or other rights for which
the record date is prior to such date.


     (c) Withholding. Except as otherwise provided by the Compensation
Committee, (i) the deduction of withholding and any other taxes required by law
will be made from all amounts paid in cash and (ii) in the case of payments of
Awards in shares of Stock, the Participant shall be required to pay in cash the
amount of any taxes required to be withheld prior to receipt of such Stock, or
alternatively, a number of shares of Stock the Fair Market Value of which
equals the amount required to be withheld may be deducted from the payment;
provided, however, that the number of shares of Stock so deducted may not have
an aggregate Fair Market Value in excess of the amount determined by applying
the minimum statutory withholding rate.


     (d) Vesting Policy. The following vesting policy shall apply to Awards
under this Plan:


	 	(i)
	 	Any stock option may not become exercisable, in
whole or in part, until the first anniversary of the date
of grant.




	 	(ii)
	 	Any Award, other than an Award of stock options,
that contains performance standards, may not vest, in
whole or in part, before the first anniversary of the
date of grant.




	 	(iii)
	 	Any Award, other than an Award of stock options,
that does not contain performance standards, may not vest
faster than ratably over a three-year period commencing
with the date of grant.




	 	(iv)
	 	Vesting provisions established with respect to an
Award will not be modified following the grant date
except in accordance with sub-section (v) of this Section
8(d) below.




	 	(v)
	 	The vesting provisions set forth in sub-sections
(i) through (iv) of this Section 8(d) shall not apply to
Awards to Non-Employee Directors or Awards to any
Participant in lieu of a cash payment that would
otherwise be paid to such Participant without vesting or
performance conditions. This Section 8(d) also shall not
preclude any Award under this Plan from providing for the
acceleration of vesting or exercisability or the deemed
satisfaction of performance conditions in connection with
a Change in Control, the death, disability or retirement
of the Participant, or an involuntary termination of the
Participant’s employment.




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9. Amendments



     The Board or the Compensation Committee may alter, amend, suspend or
discontinue this Plan at any time or at any time prior to a Change of Control
(as defined in Section 12) alter or amend any or all Award Summaries granted
under this Plan to the extent permitted by law. Any such action may be taken
without the approval of the Corporation’s stockholders, but only to the extent
that such stockholder approval is not required by applicable law or regulation,
including, without limitation, applicable stock exchange rules.


10. Recapitalization



     In the event of any increase or decrease in the number of issued shares of
Stock resulting from a subdivision or consolidation of shares or other capital
adjustment, or the payment of a stock dividend or other increase or decrease in
shares, effected without receipt of consideration by the Corporation, or other
change in corporate or capital structure, the number and class of securities
available under this Plan, the maximum number of securities available for
Awards other than stock options, the number and class of securities subject to
each outstanding stock option and the purchase price per security, the maximum
number of securities with respect to which stock options may be granted during
any calendar year to any person, the number and class of securities subject to
each outstanding Award, and the terms of each outstanding Award shall be
appropriately adjusted by the Compensation Committee, such adjustments to be
made in the case of outstanding options without an increase in the aggregate
purchase price; provided, however, that any fractional shares resulting from
any such adjustment shall be eliminated. The decision of the Compensation
Committee regarding any such adjustment shall be final, binding and conclusive.


11. No Right To Participation or Employment



     No person shall have any claim or right to be granted an Award, and the
grant of an Award shall not be construed as giving a Participant the right to
be retained in the employ or service of the Corporation or a Subsidiary.
Further, the Corporation and each Subsidiary expressly reserve the right at any
time to dismiss a Participant free from any liability or claim under this Plan,
except as provided herein or in any Award Summary issued hereunder.


12. Change In Control



     The term “Change in Control” of the Corporation means a change in the
beneficial ownership of the Corporation’s voting stock or a change in the
composition of the Board which occurs as follows:


	(i)
	 	any Person other than a trustee or other fiduciary of securities held
under an employee benefit plan of the Corporation or any of its
subsidiaries, is or becomes a beneficial owner, directly or indirectly, of
stock of the Corporation representing 25% or more of the total voting
power of the Corporation’s then outstanding stock and securities,
excluding any Person who becomes such a Beneficial Owner in connection
with a transaction described in Clause (A) of paragraph (iv), below;




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




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




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




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




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




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




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




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13. Governing Law



     To the extent that federal laws do not otherwise control, this Plan shall
be construed in accordance with and governed by the law of the State of
Illinois.


14. Supplemental Plans



     The Board shall have the authority to adopt plans, supplemental to this
Plan, covering Participants residing outside the United States.


15. Savings Clause



     This Plan is intended to comply in all aspects with applicable law and
regulation. In case any one or more of the provisions of this Plan shall be
held invalid, illegal or unenforceable in any respect under applicable law and
regulation, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby and the
invalid, illegal or unenforceable provision shall be deemed null and void;
however, to the extent permissible by law, any provision which could be deemed
null and void shall first be construed, interpreted or revised retroactively to
permit this Plan to be construed in compliance with all applicable laws so as
to foster the intent of this Plan.


16. Effective Date and Term



     This Plan shall be submitted to the stockholders of the Corporation for
approval and, if approved by the affirmative vote of a majority of the shares
of Stock present in person or represented by proxy at the 2003 annual meeting
of stockholders, shall become effective as of the date of such approval. This
Plan shall remain in effect until terminated by the Board.


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