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EXHIBIT 4.6



BRUNSWICK CORPORATION

ELECTIVE DEFERRED COMPENSATION PLAN


SECTION 1


General


     1.1. Purpose. The Brunswick Corporation Elective Deferred Compensation
Plan (the “Plan”) has been established by Brunswick Corporation (the “Company”)
so that it, and each of the Related Companies which, with the consent of the
Company, adopts the Plan may provide its eligible employees with an opportunity
to build additional financial security, thereby aiding such companies in
attracting and retaining employees of exceptional ability.


     1.2. Effective Date. The “Effective Date” of the Plan is January 1, 1997.


     1.3. Related Companies and Employers. For purposes of the Plan, the term
“Related Company” means (i) any corporation, partnership, joint venture or
other entity during any period in which it owns, directly or indirectly, at
least 50% of the voting power of all classes of stock of the Company (or
successor to the Company) entitled to vote; and (ii) any corporation,
partnership, joint venture or other entity during any period in which at least
a 50% voting or profits interest is owned, directly or indirectly, by the
Company, by any entity that is a successor to the Company, or by any entity
that is a Related Company by reason of clause (i) next above. The Company and
each Related Company which, with the consent of the Company, adopts the Plan
for the benefit of its eligible employees are referred to below collectively as
the “Employers” and individually as an “Employer.” A Related Company may, with
the consent of the Company, adopt the Plan by action of its Board of Directors.


     1.4. Operation and Administration. The authority to control and manage
the operation and administration of the Plan shall be vested in the Human
Resources and Compensation Committee (the “Committee”) of the Board of
Directors of the Company (the “Board”). In controlling and managing the
operation and administration of the Plan, the Committee shall have the rights,
powers and duties set forth in Section 7. Capitalized terms in the Plan shall
be defined as set forth in the Plan.


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


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


     1.7. 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.


 







 


     1.8. Notices. Any notice or document required to be filed with the Plan
Administrator (as defined in subsection 7.1) or the Committee under the Plan
will be properly filed if delivered or mailed to the Plan Administrator, in
care of the Company, at its principal executive offices. The Plan
Administrator may, by advance written notice to affected persons, revise such
notice procedure from time to time. Any notice required under the Plan may be
waived by the person entitled to notice.


     1.9. Form and Time of Elections. Unless otherwise specified herein, each
election required or permitted to be made by any Participant or other person
entitled to benefits under the Plan, and any permitted modification or
revocation thereof, shall be in writing filed with the Plan Administrator at
such times, in such form, and subject to such restrictions and limitations as
the Plan Administrator shall require.


     1.10. Benefits Under Qualified Plans. Compensation of any Participant
that is deferred under the Plan, and benefits payable under the Plan, shall be
disregarded for purposes of determining the benefits under any plan that is
intended to be qualified under section 401(a) of the Internal Revenue Code of
1986, as amended (the “Code”).


     1.11. Other Costs and Benefits. The Plan is intended to defer, but not to
eliminate, payment of compensation to a Participant. Accordingly, if any
compensation or benefits that would otherwise be provided to a Participant in
the absence of the Plan are reduced or eliminated by reason of deferral under
the Plan, the Company shall equitably compensate the Participant for such
reduction or elimination. However, no reimbursement will be made for increased
taxes resulting from benefits under the Plan (whether resulting from a change
in individual income tax rates or otherwise).


     1.12. 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.


     1.13. Action by Employers. Any action required or permitted to be taken
by any Employer shall be by resolution of its board of directors, or by a duly
authorized officer of the Employer.


     1.14. Withholding. Except as otherwise provided by the 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 in shares of
common stock of the Company (“Company Stock”), the Participant shall be
required to pay in cash the amount of any taxes required to be withheld prior
to receipt of such Company Stock, or alternatively, a number of shares of
Company Stock the Fair Market Value (defined below) of which equals the amount
required to be withheld may be deducted from the payment; provided, however,
that the number of shares of Company Stock so deducted may not have an
aggregate Fair Market Value in excess of the amount determined by applying the
minimum statutory withholding rate. “Fair Market Value” means the closing
price on the New York Stock Exchange — Composite Transactions Tape on the
relevant date or on the next preceding date on which a closing price was
quoted; provided, however, that the Committee may specify some other definition
of Fair Market Value.


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     1.15. Adjustments. In the event of any increase or decrease in the number
of issued shares of Company 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 Company, or other change in corporate or capital structure, the number
and class of securities distributable under this Plan and the number of share
units in Participants’ Elective Stock Deferral Accounts shall be appropriately
adjusted by the Committee; provided, however, that any fractional shares
resulting from any such adjustment shall be eliminated. The decision of the
Committee regarding any such adjustment shall be final, binding and conclusive.


SECTION 2


Participation


     2.1. Participant. Subject to the terms of the Plan, an individual shall
be eligible to make deferrals under the Plan during any period he or she is an
Eligible Employee. For purposes of the Plan, the term “Eligible Employee” for
any period shall mean any employee of any Employer who is designated as an
Eligible Employee for that period, either by individual designation by the
Committee, or by being a member of a group designated by the Committee.


     2.2. Deferral Election. An Eligible Employee shall participate in the
Plan by electing to defer payment of all or a portion of his Eligible
Compensation pursuant to the terms of a “Deferral Election.” An individual’s
Deferral Election shall be filed at such time and in such form as may be
determined by the Committee from time to time. Except as otherwise provided by
the Committee, a Participant may not revoke any Deferral Elections. The
Committee may, in its discretion, override a Participant’s Deferral Election
and may revoke a Participant’s Deferral Election as of the date on which the
Participant ceases to be an Eligible Employee (provided that this sentence
shall not be construed to permit the Committee to revoke a Distribution
Election by reason of the Participant ceasing to be an Eligible Employee).


     2.3. Eligible Compensation. For purposes of the Plan, a Participant’s
“Eligible Compensation” from any Employer for any Plan Year means such amounts
as would otherwise be payable to him by the Employer, and which are designated
by the Committee as compensation eligible for deferral in accordance with the
Plan.


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


SECTION 3


Plan Accounting


     3.1. Elective Cash Deferral Accounts. Subject to subsection 3.6, the Plan
Administrator shall establish an “Elective Cash Deferral Account” for each
Participant who has


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filed a Deferral Election. If a Participant’s Eligible Compensation
subject to a Deferral Election would otherwise be payable from more than one
Employer, a separate subaccount shall be established within the Participant’s
Elective Cash Deferral Account with respect to the Eligible Compensation from
each such Employer.



     3.2. Adjustment of Elective Cash Deferral Accounts. Each Elective Cash
Deferral Account shall be adjusted in accordance with this subsection 3.2 in a
uniform manner as of such periodic “Accounting Dates” as may be determined by
the Plan Administrator from time to time (which Accounting Dates shall be not
less frequent than monthly). As of each Accounting Date, the balance of each
Elective Cash Deferral Account shall be adjusted as follows:


	 	(a)
	 	first, charge to the Account balance the amount
of any distributions under the Plan with respect to that
Account that have not previously been charged;




	 	(b)
	 	then, adjust the Account balance for the
applicable Investment Return Rate(s); and




	 	(c)
	 	then, credit to the Account balance the amount to
be credited to that Account in accordance with subsection 3.3
that have not previously been credited.




     3.3. Crediting of Elective Cash Deferral Accounts Under Deferral Election.
The balance of a Participant’s Elective Cash Deferral Account shall be
credited, in accordance with the provisions of paragraph 3.2(c), with the
amount by which his Eligible Compensation subject to a Deferral Election is
reduced pursuant to the Deferral Election that is not deferred into an Elective
Stock Deferral Account pursuant to subsection 3.6. Such crediting shall occur
as of the end of the month in which such Eligible Compensation would otherwise
have been paid to the Participant by the Employer were it not for the reduction
made pursuant to the Deferral Election or, if such date is not an Accounting
Date, as of the first Accounting Date occurring thereafter.


     3.4. Investment Return Rates. The “Investment Return Rate(s)” with
respect to the Elective Cash Deferral Account, or portions thereof, of any
Participant for any period shall be the Investment Return Rate(s) elected by
the Participant in accordance with subsection 3.5 from among such investment
alternatives (if any) for that period which, in the discretion of the
Committee, are offered from time to time under this subsection 3.4.


     3.5. Selection of Investment Return Rate. The Investment Return Rate
alternatives for Elective Cash Deferral Accounts under the Plan, and a
Participant’s ability to choose among Investment Return Rate alternatives,
shall be determined in accordance with rules established by the Committee from
time to time; provided, however, that the Committee may not modify the
Investment Return Rate with respect to periods prior to the adoption of the
modification.


     3.6. Elective Stock Deferral Accounts. A Participant’s Deferral Election
with respect to an award under the Brunswick Corporation Strategic Incentive
Plan (“SIP”) may designate all or a portion of such award to be deferred into
an “Elective Stock Deferral Account” for the Participant. A Participant’s
Elective Stock Deferral Account shall be credited with (i) the number of
“Original” stock units equal to the sum of (i) the number of shares of Company
Stock


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the Fair Market Value of which (determined as of the date on which funding
of the deferred SIP award is approved by the Committee) equals the amount of
the SIP award deferred into the Elective Stock Deferral Account and (ii) the
number of “Premium” stock units equal to 20% of the number of Original stock
units determined in (i). Such crediting shall occur as of the end of the month
in which such SIP award would otherwise have been paid to the Participant by
the Employer were it not for the reduction made pursuant to the Deferral
Election or, if such date is not an Accounting Date, as of the first Accounting
Date occurring thereafter. As of each Accounting Date, a Participant’s
Elective Stock Deferral Account shall be adjusted to reflect the deemed
reinvestment of dividends in accordance with the terms of the Company’s
dividend reinvestment program, as in effect from time to time, and shall be
charged the amount of any distributions under the Plan with respect to that
Account that have not previously been charged.



     3.7. Statement of Accounts. As soon as practicable after the end of each
Plan Year, and at such other times as determined by the Committee or the Chief
Executive Officer of the Company, the Company shall provide each Participant
having one or more Accounts under the Plan with a statement of the transactions
in his Accounts during that year and his Account balances as of the end of the
year.


SECTION 4


Distributions


     4.1. General. Subject to this Section 4 and Section 5 (relating to Change
in Control), the balance of a Participant’s Account(s) shall be distributed in
accordance with the Participant’s most recently filed Distribution Election
(defined below). In no event shall the amount distributed with respect to any
Participant’s Account(s) as of any date exceed the amount of the balance of the
Account(s) as of that date.


     4.2. Distribution Election. A Participant’s Deferral Election shall also
specify the time and number of payments in which the Participant’s Account(s)
shall be distributed (“Distribution Election”), subject to such restrictions
and limitations as may be imposed by the Committee. Except as provided in
subsection 5.1, no distribution may be made under the Plan to the extent that
distribution would cause the Participant to have compensation that is not
deductible by reason of section 162(m) of the Code, and payment of such amounts
will be deferred in accordance with the applicable terms of the Company’s plans
or arrangements relating to such deferral.


     4.3. Hardship Withdrawals. In the event of financial hardship, as
determined by the Committee in its discretion, a Participant may elect, in
accordance with rules and regulations established by the Committee, to make a
withdrawal from his Accounts. If a Participant’s request for a hardship
withdrawal is approved by the Committee, 90% of the approved withdrawal amount
will be paid to the Participant as soon as practicable and 10% of the approved
withdrawal amount will be forfeited; provided, however, that the amount of the
forfeiture shall be reduced by the Fair Market Value of the shares of Company
Stock represented by any Premium stock units that are forfeited from a
Participant’s Elective Stock Deferral Account(s) pursuant to subsection 4.4 as
a result of such hardship withdrawal. In addition, a


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Participant who makes a hardship withdrawal shall be suspended from making
additional deferrals under the Plan for the remainder of the Plan Year in which
the withdrawal occurs and for the following Plan Year.



     4.4. Forfeiture of Unvested Premium Stock Units. In the event of any
distribution or withdrawal of Original stock units that were credited to a
Participant’s Elective Stock Deferral Account as a result of a deferred SIP
award less than three years before the date of distribution or withdrawal,
other than a distribution following termination of the Participant’s employment
due to death, permanent and total disability or after the sum of the
Participant’s age and years of service is at least 65, the Premium stock units
(and associated dividend reinvestments) that were credited at the same time as
such Original stock units shall be forfeited.


     4.5. Medium of Payment. All distributions and withdrawals from
Participants’ Elective Cash Deferral Accounts shall be paid in cash and all
distributions and withdrawals from Participants’ Elective Stock Deferral
Accounts shall be distributed by the Company in shares of Company Stock.


     4.6. Beneficiary. Subject to the terms of the Plan, any benefits payable
to a Participant under the Plan that have not been paid at the time of the
Participant’s death shall be paid at the time and in the form determined in
accordance with the foregoing provisions of the Plan, to the beneficiary
designated by the Participant in writing filed with the Plan Administrator in
such form and at such time as the Plan Administrator shall require. A
beneficiary designation form will be effective only when the signed form is
filed with the Plan Administrator while the Participant is alive and will
cancel all beneficiary designation forms filed earlier. If a deceased
Participant failed to designate a beneficiary, or if the designated beneficiary
of a deceased Participant dies before him or before complete payment of the
Participant’s benefits, the amounts shall be paid to the legal representative
or representatives of the estate of the last to die of the Participant and his
designated beneficiary.


     4.7. Distributions to Disabled Persons. Notwithstanding the provisions of
this Section 4, if, in the Plan Administrator’s opinion, a Participant or
beneficiary is under a legal disability or is in any way incapacitated so as to
be unable to manage his financial affairs, the Plan Administrator may direct
that payment be made to a relative or friend of such person for his benefit
until claim is made by a conservator or other person legally charged with the
care of his person or his estate, and such payment shall be in lieu of any such
payment to such Participant or beneficiary. Thereafter, any benefits under the
Plan to which such Participant or beneficiary is entitled shall be paid to such
conservator or other person legally charged with the care of his person or his
estate.


     4.8. Benefits May Not be Assigned. Neither the Participant nor any other
person shall have any voluntary or involuntary right to commute, sell, assign,
pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or
convey in advance of actual receipt of the amounts, if any, payable hereunder,
or any part hereof, which are expressly declared to be unassignable and
non-transferable. No part of the amounts payable shall be, prior to actual
payment, subject to seizure or sequestration for payment of any debts,
judgements, alimony or separate maintenance owed by the Participant or any
other person, or be transferred by operation of law in the event of the
Participant’s or any other person’s bankruptcy or insolvency. Payments to or
on


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behalf of a Participant under the Plan are not subject to reduction or
offset for amounts due or alleged to be due from the Participant to an Employer
or any Related Company.



     4.9. Accounts of $5,000 or Less. Notwithstanding any provisions to the
contrary in the Plan or in any Participant’s Distribution Election, if the
aggregate amount (including the Fair Market Value of the shares of Company
Stock in the Participant’s Elective Stock Deferral Account) in a Participant’s
Account(s) is $5,000 or less at the time of the Participant’s termination of
employment, such Account(s) will be distributed to the Participant as soon as
practicable after the Participant’s termination of employment.


SECTION 5


Change in Control


     5.1. Distribution on Change in Control. Each Participant’s Deferral
Election(s) and Distribution Election(s) shall be automatically revoked as of
the date on which termination of employment of the Participant occurs following
a Change in Control. Upon the termination of employment of the Participant
following a Change in Control, the Participant shall receive a lump sum
distribution equal to the Participant’s Account balances determined as of the
date of the termination of employment. Such distribution shall be made to the
Participant regardless of any elections providing for later distribution that
may otherwise be applicable under the Plan, and shall be made as soon as
practicable after the date of termination of employment, but in no event later
than 15 days after the termination of employment. Payments under this
subsection 5.1 shall be in lieu of any amounts that would otherwise be payable
after the date as of which the Participant’s Account balances are determined
for purposes of payment under this subsection.


     5.2. Change in Control Definition. For purposes of the Plan, the term
“Change in Control” means the occurrence of any of the following events:


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




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




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




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




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




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




	 	(e)
	 	the stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company or there is
consummated an agreement for the sale or disposition by the
Company of all or substantially all of the Company’s assets
other than a sale or disposition by the Company 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 Company’s voting stock immediately
prior to such sale.




	 	(f)
	 	The occurrence of events resulting in an
Affiliate (the “Transferred Company”) ceasing to satisfy the
definition of an “Affiliate” set forth in this Section 5.
However, the circumstances described in this paragraph (f)
shall constitute a Change in Control only with respect to
individuals who




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	 	are employed at the Transferred Company immediately before
the events constituting the Change in Control under this
paragraph (f), and then only with respect to individuals who
are not employed by the Company or an Affiliate at any time
during the 30-day period following the events constituting
the Change in Control. For purposes of this paragraph (f),
shares of the Company that are beneficially owned by an
employee benefit plan (including a fiduciary of such plan)
maintained by the Company or an Affiliate shall be treated as
not outstanding.




	 	(g)
	 	Substantially all of the business and assets of
an Affiliate, or substantially all of the business and assets
of any division of the Company (the “Transferred Business”)
are transferred to a business (the “Transferee Business”)
other than the Company or an Affiliate; provided, however,
that the circumstances described in this paragraph (g) shall
constitute a Change in Control only with respect to
individuals who are employed at the Transferred Business
immediately before the events constituting the Change in
Control under this paragraph (g), and then only with respect
to individuals who are not employed by the Company or an
Affiliate at any time during the 30-day period following the
events constituting the Change in Control.




     For purposes of this subsection 5.2:


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




	 	(II)
	 	The term “Beneficial Owner” shall mean beneficial owner as
defined in Rule 13d-3 under the Exchange Act.




	 	(III)
	 	The term “Affiliate” means (i) any corporation, partnership,
joint venture or other entity during any period in which it owns,
directly or indirectly, at least 50% of the voting power of all
classes of stock of the Company (or successor to the Company)
entitled to vote; and (ii) any corporation, partnership, joint
venture or other entity during any period in which at least a 50%
voting or profits interest is owned, directly or indirectly, by the
Company, by any entity that is a successor to the Company, or by any
entity that is an Affiliate by reason of clause (i) next above.




     5.3. Transfer of Liability. If, immediately after a change in control
described in paragraph 5.2(f) or 5.2(g), the Company (or any other entity that
is then an Affiliate) would otherwise have any liability for benefits under the
Plan for Participants with respect to whom


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such Change in Control occurs (the “Brunswick Employers”) then, with the
consent of the applicable Brunswick Employer and either the Transferred Company
(in the case of a Change in Control described in paragraph 5.2(f)) or the
Transferee Business (in the case of a Change in Control described in paragraph
5.2(g)), but without the consent of such Participants, the liability of the
applicable Brunswick Employer to such Participants under the Plan may be
transferred to the Transferred Company or Transferee Business, whichever is
applicable. In the event of such transfer, with respect to such Participants:



	 	(a)
	 	Notwithstanding the provisions of subsection 6.1
or any other provision of the Plan, the Brunswick Employer
shall have no obligation to such Participants under the Plan
for payments or benefits after the transfer.




	 	(b)
	 	The rights and obligations of the Transferred
Company or Transferee Business, whichever is applicable, with
respect to such Participants shall be governed by the terms of
the Plan, with the Transferred Company or Transferee Business,
whichever is applicable, substituted for the Brunswick
Employer (and the Company) under the Plan for the obligation
(on and after the date of transfer) to pay any and all
benefits to such Participants.




	 	(c)
	 	The Transferred Company or Transferee Business,
whichever is applicable, shall not be required to give effect
to such Participants’ Deferral Elections with respect to
remuneration earned after the Change in Control.




SECTION 6


Source of Benefit Payments


     6.1. Liability for Benefit Payments. Subject to the provisions of this
Section 6, an Employer shall be liable for payment of benefits under the Plan
with respect to any Participant to the extent that such benefits are
attributable to the deferral of compensation otherwise payable by that Employer
to the Participant. Any disputes relating to liability of Employers for
benefit payments shall be resolved by the Committee.


     6.2. No Guarantee. Neither a Participant nor any other person shall, by
reason of the Plan, acquire any right in or title to any assets, funds or
property of the Employers whatsoever, including, without limitation, any
specific funds, assets, or other property which the Employers, in their sole
discretion, may set aside in anticipation of a liability under the Plan. A
Participant shall have only a contractual right to the amounts, if any, payable
under the Plan, unsecured by any assets of the Employers. Nothing contained in
the Plan shall constitute a guarantee by any of the Employers that the assets
of the Employers shall be sufficient to pay any benefits to any person.


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SECTION 7


Committee


     7.1. Powers of Committee. Responsibility for the day-to-day
administration of the Plan shall be vested in the Plan Administrator, which
shall be the Committee. The authority to control and manage all other aspects
of the operation and administration of the Plan shall also be vested in the
Committee. The Committee is authorized to interpret the Plan, to establish,
amend, and rescind any rules and regulations relating to the Plan, to determine
the terms and provisions of any agreements made pursuant to the Plan, and to
make all other determinations that may be necessary or advisable for the
administration of the Plan. Except as otherwise specifically provided by the
Plan, any determinations to be made by the Committee under the Plan shall be
decided by the Committee in its sole discretion. Any interpretation of the
Plan by the Committee and any decision made by it under the Plan is final and
binding on all persons.


     7.2. Delegation by Committee. The Committee may allocate all or any
portion 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 may be
revoked by the Committee at any time. Until the Committee takes action to the
contrary:


	 	(a)
	 	The Chief Executive Officer of the Company shall
be delegated the power and responsibility to take all actions
assigned to or permitted to be taken by the Committee under
Section 2, Section 3, and Section 4 (other than the powers and
responsibility of the Plan Administrator).




	 	(b)
	 	The powers and responsibilities of the Plan
Administrator shall be delegated to the Vice President — Human
Resources (or his delegate) of the Company, subject to such
direction as may be provided to the Vice President — Human
Resources or his delegate from time to time by the Committee
and the Chief Executive Officer of the Company.




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


     7.4. Liability and Indemnification of Committee. No member or authorized
delegate of the Committee shall be liable to any person for any action taken or
omitted in connection with the administration of the Plan unless attributable
to his own fraud or willful misconduct; nor shall the Employers be liable to
any person for any such action unless attributable to fraud or willful
misconduct on the part of a director or employee of the Employers. The
Committee, the individual members thereof, and persons acting as the authorized
delegates of the Committee


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under the Plan, shall be indemnified by the Employers against any and all
liabilities, losses, costs and expenses (including legal fees and expenses) of
whatsoever kind and nature which may be imposed on, incurred by or asserted
against the Committee or its members or authorized delegates by reason of the
performance of a Committee function if the Committee or its members or
authorized delegates did not act dishonestly or in willful violation of the law
or regulation under which such liability, loss, cost or expense arises. This
indemnification shall not duplicate but may supplement any coverage available
under any applicable insurance.



SECTION 8


Amendment and Termination


     The Committee may, at any time, amend or terminate the Plan (including the
rules for administration of the Plan), subject to the following:


	 	(a)
	 	Subject to the following provisions of this
Section 8, no amendment or termination may materially
adversely affect the rights of any Participant or beneficiary
under the Plan.




	 	(b)
	 	The Committee may revoke the right to defer
Eligible Compensation under the Plan; provided, however, that,
except as may be approved by the Board, no such revocation
shall apply to the Eligible Compensation of any Participant to
the extent that the revocation is adopted by the Committee
after the date the Eligible Compensation is otherwise required
to be credited to the Participant’s Account under the Plan.




	 	(c)
	 	The Plan may not be amended to delay the date on
which benefits are otherwise payable under the Plan without
the consent of each affected Participant. The Committee, with
the approval of the Board if payment is to be made without the
consent of the affected Participant, may amend the Plan to
accelerate the date on which Plan benefits are otherwise
payable under the Plan.




	 	(d)
	 	The Committee, with the approval of the Board,
may amend the Plan to accelerate the date on which Plan
benefits are otherwise payable under the Plan, and eliminate
all future deferrals under the Plan, thereby terminating the
Plan.




	 	(e)
	 	Notwithstanding any other provision of the Plan to the contrary,
neither the Committee nor the Board may delegate its rights
and responsibilities under this Section 8; provided, however,
that, the Board of Directors may, from time to time,
substitute itself, or another committee of the Board, for the
Human Resources and Compensation Committee under this Section
8.






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