exv4w5



 



EXHIBIT 4.5


THE BRUNSWICK REWARDS PLAN

WITH VARIABLE PROFIT SHARING

Effective as of October 1, 2003



 






 





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
	 	 	1	 
	 	1.5	 	 	Plan Year
	 	 	1	 
	 	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
	 	 	4	 
	 	2.3	 	 	Extended Participation
	 	 	4	 
	 	2.4	 	 	Leased Employees
	 	 	5	 
	SECTION 3	 	 	Employee Pre-Tax and Rollover Contributions
	 	 	5	 
	 	3.1	 	 	Pre-Tax Contributions
	 	 	5	 
	 	3.2	 	 	Payment of Pre-Tax Contributions
	 	 	6	 
	 	3.3	 	 	Variation, Discontinuance and Resumption of Pre-Tax Contributions
	 	 	6	 
	 	3.4	 	 	Compensation
	 	 	6	 
	 	3.5	 	 	Rollover Contributions
	 	 	7	 
	SECTION 4	 	 	Employer Contributions
	 	 	7	 
	 	4.1	 	 	Matching Contributions
	 	 	7	 
	 	4.2	 	 	Profit Sharing Contributions
	 	 	7	 
	 	4.3	 	 	Limitations on Amount of Employer Contributions
	 	 	8	 







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	 	4.4	 	 	Payment of Employer Contributions
	 	 	8	 
	 	4.5	 	 	Military Absences
	 	 	8	 
	SECTION 5	 	 	The Trust Fund, Investment Funds and Investment Fund Elections
	 	 	8	 
	 	5.1	 	 	The Trust Fund, Investment Funds
	 	 	8	 
	 	5.2	 	 	Investment Fund Accounting
	 	 	9	 
	 	5.3	 	 	Investment Fund Elections
	 	 	9	 
	 	5.4	 	 	Transfers Between Investment Funds
	 	 	9	 
	 	5.5	 	 	Liquidity
	 	 	9	 
	 	5.6	 	 	Employee Stock Ownership Plan
	 	 	10	 
	SECTION 6	 	 	Plan Accounting
	 	 	11	 
	 	6.1	 	 	Participants’ Accounts
	 	 	11	 
	 	6.2	 	 	Allocation of Fund Earnings and Changes in Value
	 	 	12	 
	 	6.3	 	 	Allocation and Crediting of Contributions
	 	 	12	 
	 	6.4	 	 	Correction of Error
	 	 	13	 
	 	6.5	 	 	Statement of Plan Interest
	 	 	13	 
	SECTION 7	 	 	Limitations On Compensation, Contributions and Allocations
	 	 	13	 
	 	7.1	 	 	Reduction of Contribution Rates
	 	 	13	 
	 	7.2	 	 	Compensation for Limitation/Testing Purposes
	 	 	13	 
	 	7.3	 	 	Limitations on Annual Additions
	 	 	14	 
	 	7.4	 	 	Excess Annual Additions
	 	 	14	 
	 	7.5	 	 	Allocation Among Employers
	 	 	15	 
	 	7.6	 	 	Section 402(g) Limitation
	 	 	15	 
	SECTION 8	 	 	Vesting and Termination Dates
	 	 	15	 
	 	8.1	 	 	Determination of Vested Interest
	 	 	15	 
	 	8.2	 	 	Termination Date
	 	 	16	 
	 	8.3	 	 	Distribution Only Upon Separation From Service
	 	 	16	 
	SECTION 9	 	 	Loans and Pre-Termination Withdrawals
	 	 	16	 
	 	9.1	 	 	Loans
	 	 	16	 
	 	9.2	 	 	Withdrawal of Pre-Tax, After-Tax and Rollover Contributions
	 	 	18	 
	 	9.3	 	 	Hardship
	 	 	18	 
	 	9.4	 	 	Order of Withdrawal from Investment Funds
	 	 	19	 
	 	9.5	 	 	Direct Rollover Option
	 	 	19	 
	SECTION 10	 	 	Post-Termination Distributions From Account Balances
	 	 	20	 



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	 	10.1	 	 	Manner of Making Payments
	 	 	20	 
	 	10.2	 	 	Payment in Cash or Common Stock
	 	 	20	 
	 	10.3	 	 	Commencement of Benefits
	 	 	21	 
	 	10.4	 	 	Limits on Commencement and Duration of Distributions
	 	 	21	 
	 	10.5	 	 	Facility of Payment
	 	 	22	 
	 	10.6	 	 	Interests Not Transferable
	 	 	22	 
	 	10.7	 	 	Absence of Guaranty
	 	 	22	 
	 	10.8	 	 	Designation of Beneficiary
	 	 	22	 
	 	10.9	 	 	Missing Participants or Beneficiaries
	 	 	23	 
	 	10.10	 	 	Disability Distribution
	 	 	23	 
	SECTION 11	 	 	Voting, Tender and Exchange Rights of Company Stock
	 	 	23	 
	 	11.1	 	 	Voting Rights of Company Stock
	 	 	23	 
	 	11.2	 	 	Tender and Exchange Rights of Company Stock
	 	 	24	 
	SECTION 12	 	 	The Benefits Administration Committee
	 	 	24	 
	 	12.1	 	 	Membership
	 	 	24	 
	 	12.2	 	 	Rights, Powers and Duties
	 	 	25	 
	 	12.3	 	 	Delegation by Company or Committee
	 	 	26	 
	 	12.4	 	 	Uniform Rules
	 	 	26	 
	 	12.5	 	 	Information to be Furnished to Benefits Administration Committee
	 	 	26	 
	 	12.6	 	 	Committee’s Decision Final
	 	 	26	 
	 	12.7	 	 	Remuneration and Expenses
	 	 	26	 
	 	12.8	 	 	Exercise of Committee’s Duties
	 	 	26	 
	 	12.9	 	 	Indemnification of the Committee
	 	 	27	 
	 	12.10	 	 	Resignation or Removal of Member
	 	 	27	 
	 	12.11	 	 	Appointment of Successor Member
	 	 	27	 
	 	12.12	 	 	Interested Committee Member
	 	 	27	 
	 	12.13	 	 	Claims Procedures
	 	 	27	 
	SECTION 13	 	 	Amendment and Termination
	 	 	29	 
	 	13.1	 	 	Amendment
	 	 	29	 
	 	13.2	 	 	Termination
	 	 	29	 
	 	13.3	 	 	Merger and Consolidation of the Plan, Transfer of Plan Assets
	 	 	29	 
	 	13.4	 	 	Distribution on Termination and Partial Termination
	 	 	30	 
	 	13.5	 	 	Notice of Amendment, Termination or Partial Termination
	 	 	30	 



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SCHEDULE 1

SUPPLEMENT A

SUPPLEMENT B



iv



 






 



INDEX OF TERMS




	 	 	 	 	 
	Access System
	 	 	2	 
	Accounting Date
	 	 	2	 
	Accounts
	 	 	11	 
	Administrator
	 	 	1	 
	Affected Participant
	 	 	A-1	 
	After-Tax Account
	 	 	11	 
	Aggregation Plan
	 	 	A-3	 
	Annual Additions
	 	 	14	 
	Beneficiary
	 	 	23	 
	Break in Service
	 	 	3	 
	Brunswick Stock Fund
	 	 	8	 
	Catch-Up Contributions
	 	 	6	 
	Code
	 	 	1	 
	Committee
	 	 	1	 
	Company
	 	 	1	 
	Company Stock
	 	 	8	 
	Compensation
	 	 	6, 13, A-2	 
	Effective Date
	 	 	1	 
	eligible retirement plan
	 	 	20	 
	eligible rollover distribution
	 	 	19	 
	Employer
	 	 	1	 
	Employer Matching Account
	 	 	11	 
	Employers
	 	 	1	 
	ERISA
	 	 	1	 
	ESOP Component
	 	 	10	 
	Hardship
	 	 	18	 
	Investment Funds
	 	 	8	 
	Key Employee
	 	 	A-2	 
	Leased Employee
	 	 	4	 
	Matching Contributions
	 	 	7	 
	Maternity or Paternity Leave
	 	 	4	 
	named fiduciaries
	 	 	1	 
	Non-Key Employee
	 	 	A-3	 
	Participant
	 	 	3	 
	Permissive Aggregation Plan
	 	 	A-3	 
	PIN
	 	 	2	 
	Plan
	 	 	1	 
	Plan Administrator
	 	 	1	 
	Plan Year
	 	 	1	 
	Pre-Tax Account
	 	 	11	 
	Pre-Tax Contribution
	 	 	6	 
	Profit Sharing Account
	 	 	11	 
	Related Company
	 	 	1	 
	Required Aggregation Plan
	 	 	A-3	 
	Rollover Account
	 	 	11	 
	Rollover Contribution
	 	 	7	 







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	Service
	 	 	3	 
	Severance from Service
	 	 	4	 
	Supplemental Matching Contribution
	 	 	7	 
	Supplemental Profit Sharing Contribution
	 	 	8	 
	Termination Date
	 	 	16	 
	Top-Heavy
	 	 	A-1	 
	Trust
	 	 	1	 
	Trust Fund
	 	 	8	 
	Trustee
	 	 	1	 
	unit
	 	 	9	 
	Variable Profit Sharing Contribution
	 	 	7	 



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THE BRUNSWICK REWARDS PLAN

WITH VARIABLE PROFIT SHARING

(Effective October 1, 2003)



SECTION 1



General



     1.1 Purpose and Effective Date. Effective October 1, 2003 (the “Effective
Date”), the BRUNSWICK REWARDS PLAN WITH VARIABLE PROFIT SHARING (the “Plan”) is
hereby 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. 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. A portion of the Plan is designated 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”).


     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 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).


2






 


     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 employee of an Employer will be eligible to become a
“Participant” in the 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


3






 


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 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;



4






 







	 	(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 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



5






 







	 	 	 	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
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.


6






 


     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.


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, 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 9% of any such


7






 






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 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 Plan 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 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 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”).


8






 


     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.


     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).


9






 


     5.6 Employee Stock Ownership Plan.



	 	(a)	 	The portion of the Plan (the “ESOP Component”) consisting of
(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 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 each
January 1, 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
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.



10






 







	 	(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.
	 
	 	(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 Variable and
Supplemental Profit Sharing Contributions



11






 







	 	 	 	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
	 
	 	(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:


12






 



	 	(a)	 	Pre-Tax, Matching 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
	 
	 	(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



13






 







	 	 	 	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 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


14






 


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 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.


15






 


     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.


     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. 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 one loan 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:



16






 







	 	(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.



17






 






     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



18






 







	 	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



19






 







	 	 	 	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



20









 



Participant may increase the proportion of his Account
distributable in common stock of the 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.



21






 






     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 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



22






 





	 	(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


23






 


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 may authorize any one
of its members to execute any document, instrument or direction on its


24






 


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.



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.


25






 


     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



	 	(a)	 	for the exclusive purposes of providing benefits to Plan
Participants and other persons entitled to benefits thereunder; and



26






 







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


27






 


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.


28






 


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


29






 


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.


* * * * *



30






 



SCHEDULE I

TO

THE BRUNSWICK REWARDS PLAN

WITH VARIABLE PROFIT SHARING



1.          As of October 1, 2003, the Plan has been extended to all employees of
Attwood Corporation, excluding those employees who are eligible to participate
in the Attwood Corporation 401(k) Union Retirement Plan.


2.          As of January 1, 2004, the Plan has been extended to all employees of the
following business units:



	 	 	 	Land ‘N’ Sea Distributing

Barclay Marine Distributor Corporation

Hatteras Yachts

Omni Fitness Equipment



Schedule-1






 






SUPPLEMENT A

TO

THE BRUNSWICK REWARDS PLAN

WITH VARIABLE PROFIT SHARING



(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

WITH VARIABLE PROFIT SHARING



(HATTERAS YACHTS)



     A-12. Purpose. The purpose of this Supplement B to The Brunswick Rewards
Plan With Variable Profit Sharing (the “Plan”) is to reflect the merger of the
Hatteras Yachts 401(k) Plan (the “Hatteras Plan”) into the Plan effective
December 31, 2003 (the “Merger Date”) and to preserve those provisions of the
Hatteras Plan that cannot be eliminated by amendment without violating section
411(d)(6) of the Code and applicable Treasury regulations thereunder.


     A-13. Definitions. Unless the context clearly indicates otherwise, a term
defined in the Plan shall have the same meaning for purposes of this Supplement
B.


     A-14. Affected Participants. This Supplement B is applicable only to
participants in the Hatteras 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
(“Hatteras Participants”), and only to the extent of such Hatteras
Participants’ interest in the Plan attributable to their account balances under
the Hatteras Plan as of the Merger Date (“Hatteras Accounts”).


     A-15. Special Provisions Applicable to Hatteras Participants. Except as
provided below, the terms of the Plan shall determine the rights of Hatteras
Participants with respect to their entire Accounts, including the portion of
their Accounts attributable to their Hatteras Accounts. Notwithstanding this
general rule, the following special provisions shall govern their Hatteras
Accounts:



		
	 	     (a) Vesting. All Hatteras Participants who are actively employed by
the Company or a Related Company on the Merger Date will be fully vested
in their Hatteras Accounts. All other Hatteras Participants will be
subject to the rules regarding vesting, forfeiture and restoration of
forfeited amounts set forth in the Hatteras Plan from time to time and
applicable to them as though the Hatteras Plan were still maintained as a
separate plan, provided that if a Hatteras 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 Hatteras 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 Hatteras Participants after the Merger Date shall be used
first to restore forfeited amounts to Hatteras Participants reemployed
during that year before incurring five consecutive 1-year breaks in
service (as defined in the Hatteras Plan) and then to reduce employer
contributions.

	 
	 	     (c) Distribution to Beneficiaries. Any distributions to
Beneficiaries of Hatteras Participants (“Hatteras Beneficiaries”) that
commenced prior to the Merger Date



B-1






 







		
	 	     (d) shall continue as scheduled under the terms of the Hatteras
Plan. Payments to Hatteras Beneficiaries commencing after the Merger Date
will be made in a lump sum as soon as practicable after the Hatteras
Participant’s death in accordance with the provisions of Section 10 of
the Plan, unless such Hatteras Beneficiary elects to receive his or her
benefit in the form of installments or an annuity in accordance with
subsection B-4(h) of this Supplement B.
	 
	 	     (e) Loans. With respect to any loan to a Hatteras 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 Hatteras Plan as of the Merger Date.
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.
	 
	 	     (f) In Service Distributions. Any time after a Hatteras Participant
attains age 591/2, such Participant may withdraw an amount which does
not exceed the value of such Participant’s Hatteras Accounts determined
as of the Accounting Date immediately preceding the date of such
withdrawal in (i) a single lump sum payment or (ii) the form of
installments or an annuity in accordance with subsection B-4(h) of this
Supplement B.
	 
	 	     (g) Withdrawals of After-Tax Employee Contributions. Any Hatteras
Participant may withdraw an amount from that Participant’s After-Tax
Employee Contributions Account which does not exceed the value of the
Participant’s After-Tax Employee Contributions Account determined as of
the Accounting Date immediately preceding the date of such withdrawal.
Such withdrawals shall be made in the form of a single lump sum payment
or, if the Hatteras Participant so elects, in the form of installments or
an annuity in accordance with subsection B-4(h) of this Supplement B.
	 
	 	     (h) Withdrawals of Rollover Contributions. Any Hatteras Participant
may withdraw an amount from that Participant’s Rollover Account which
does not exceed the value of the Participant’s Rollover Contributions
Account attributable to Rollover Contributions made before the Merger
Date determined as of the Accounting Date immediately preceding the date
of such withdrawal. Such withdrawals shall be made in the form of a
single lump sum payment or, if the Hatteras Participant so elects, in the
form of installments or an annuity in accordance with subsection B-4(h)
of this Supplement B.
	 
	 	     (i) Optional Forms of Distribution. Notwithstanding the provisions
of Section 10.1 of the Plan, any Hatteras Participant or Hatteras
Beneficiary may elect distribution of all or a portion of his or her
Hatteras Accounts (i) as installments or (ii) in the form of an annuity
contract purchased under the terms of Article XVI of the Hatteras Plan;
provided, however, that the installment form of payment shall not be
available for distributions commencing on or after the earlier of (A) the
90th day after the date that the Hatteras Participant or Hatteras
Beneficiary has been provided with a summary that reflects the Company’s
intention to eliminate the installment form of distribution under this
Supplement B and that satisfies the requirements of section 2520.104b-3
of the



B-2






 







		
	 	     (j) regulations promulgated by the Secretary of Labor (relating to a
summary of material modifications) for pension plans; or (B) January 1,
2005.




B-3