exv4w5



 



Exhibit 4.5


THE BRUNSWICK RETIREMENT SAVINGS PLAN



As Amended and Restated Effective as of January 1, 2004



 






 




TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 
	SECTION 1	 	     General
	 	 	1	 
	 	1.1.	 	 	Purpose and Effective Date
	 	 	1	 
	 	1.2.	 	 	Employers and Related Companies
	 	 	1	 
	 	1.3.	 	 	Trust Agreement
	 	 	1	 
	 	1.4.	 	 	Plan Administration
	 	 	1	 
	 	1.5.	 	 	Plan Year
	 	 	2	 
	 	1.6.	 	 	Accounting Dates
	 	 	2	 
	 	1.7.	 	 	Applicable Laws
	 	 	2	 
	 	1.8.	 	 	Gender and Number
	 	 	2	 
	 	1.9.	 	 	Notices
	 	 	2	 
	 	1.10.	 	 	Form of Election and Signature
	 	 	2	 
	 	1.11.	 	 	Evidence
	 	 	3	 
	 	1.12.	 	 	Action by Employer
	 	 	3	 
	 	1.13.	 	 	No Reversion to Employers
	 	 	3	 
	 	1.14.	 	 	Plan Supplements
	 	 	3	 
	 	1.15.	 	 	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 After-Tax, Pre-Tax and Rollover Contributions
	 	 	5	 
	 	3.1.	 	 	After-Tax Contributions
	 	 	5	 
	 	3.2.	 	 	Pre-Tax Contributions
	 	 	6	 
	 	3.3.	 	 	Payment of After-Tax and Pre-Tax Contributions
	 	 	6	 



i






 




	 	 	 	 	 	 	 	 	 	 
	 	3.4.	 	 	 	Variation, Discontinuance and Resumption of After-Tax
or Pre-Tax Contributions
	 	 	6	 
	 	3.5.	 	 	 	Compensation
	 	 	7	 
	 	3.6.	 	 	 	Rollover Contributions
	 	 	7	 
	SECTION 4	 	 	     Employer Matching Contributions
	 	 	7	 
	 	4.1.	 	 	 	Employer Matching Contributions
	 	 	7	 
	 	4.2.	 	 	 	Limitations on Amount of Employer Contributions
	 	 	8	 
	 	4.3.	 	 	 	Payment of Employer Contributions
	 	 	8	 
	 	4.4.	 	 	 	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
	 	 	13	 
	 	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	 



ii






 




	 	 	 	 	 	 	 	 	 	 
	 	7.4.	 	 	 	Excess Annual Additions
	 	 	15	 
	 	7.5.	 	 	 	Allocation Among Employers
	 	 	15	 
	 	7.6.	 	 	 	Section 402(g) Limitation
	 	 	15	 
	 	7.7.	 	 	 	Section 401(k)(3) Testing
	 	 	16	 
	 	7.8.	 	 	 	Correction Under Section 401(k) Test
	 	 	17	 
	 	7.9.	 	 	 	Code Section 401(m)(2) Testing
	 	 	17	 
	 	7.10.	 	 	 	Correction Under Section 401(m) Test
	 	 	18	 
	 	7.11.	 	 	 	Highly Compensated
	 	 	19	 
	SECTION 8	 	 	     Vesting and Termination Dates
	 	 	19	 
	 	8.1.	 	 	 	Determination of Vested Interest
	 	 	19	 
	 	8.2.	 	 	 	Termination Date
	 	 	19	 
	 	8.3.	 	 	 	Distribution Upon Severance From Employment
	 	 	19	 
	SECTION 9	 	 	     Loans and Pre-Termination Withdrawals
	 	 	20	 
	 	9.1.	 	 	 	Loans
	 	 	20	 
	 	9.2.	 	 	 	Withdrawal of After-Tax, Pre-Tax and Rollover Contributions
	 	 	21	 
	 	9.3.	 	 	 	Hardship
	 	 	22	 
	 	9.4.	 	 	 	Order of Withdrawal from Investment Funds
	 	 	23	 
	 	9.5.	 	 	 	Direct Rollover Option
	 	 	23	 
	  SECTION 10	 	 	     Post-Termination Distributions From Account Balances
	 	 	24	 
	 	10.1.	 	 	 	Manner of Making Payments
	 	 	24	 
	 	10.2.	 	 	 	Payment in Cash or Common Stock
	 	 	24	 
	 	10.3.	 	 	 	Commencement of Benefits
	 	 	24	 
	 	10.4.	 	 	 	Limits on Commencement and Duration of Distributions
	 	 	25	 
	 	10.5.	 	 	 	Facility of Payment
	 	 	25	 
	 	10.6.	 	 	 	Interests Not Transferable
	 	 	25	 
	 	10.7.	 	 	 	Absence of Guaranty
	 	 	26	 



iii






 




	 	 	 	 	 	 	 	 	 	 
	 	10.8.	 	 	 	Designation of Beneficiary
	 	 	26	 
	 	10.9.	 	 	 	Missing Participants or Beneficiaries
	 	 	27	 
	 	10.10.	 	 	 	Disability Distribution
	 	 	27	 
	SECTION 11	 	 	     Voting, Tender and Exchange Rights of Company Stock
	 	 	27	 
	 	11.1.	 	 	 	Voting Rights of Company Stock
	 	 	27	 
	 	11.2.	 	 	 	Tender and Exchange Rights of Company Stock
	 	 	28	 
	SECTION 12	 	 	     The Benefits Administration Committee
	 	 	28	 
	 	12.1.	 	 	 	Membership
	 	 	28	 
	 	12.2.	 	 	 	Rights, Powers and Duties
	 	 	28	 
	 	12.3.	 	 	 	Delegation by Company or Committee
	 	 	29	 
	 	12.4.	 	 	 	Uniform Rules
	 	 	30	 
	 	12.5.	 	 	 	Information to be Furnished to Benefits Administration Committee
	 	 	30	 
	 	12.6.	 	 	 	Committee’s Decision Final
	 	 	30	 
	 	12.7.	 	 	 	Remuneration and Expenses
	 	 	30	 
	 	12.8.	 	 	 	Exercise of Committee’s Duties
	 	 	30	 
	 	12.9.	 	 	 	Indemnification of the Committee
	 	 	30	 
	 	12.10.	 	 	 	Resignation or Removal of Member
	 	 	31	 
	 	12.11.	 	 	 	Appointment of Success or Member
	 	 	31	 
	 	12.12.	 	 	 	Interested Committee Member
	 	 	31	 
	 	12.13.	 	 	 	Claims Procedures
	 	 	31	 
	SECTION 13	 	 	     Amendment and Termination
	 	 	32	 
	 	13.1.	 	 	 	Amendment
	 	 	32	 
	 	13.2.	 	 	 	Termination
	 	 	33	 
	 	13.3.	 	 	 	Merger and Consolidation of the Plan, Transfer of Plan Assets
	 	 	33	 
	 	13.4.	 	 	 	Distribution on Termination and Partial Termination
	 	 	33	 
	 	13.5.	 	 	 	Notice of Amendment, Termination or Partial Termination
	 	 	34	 



iv






 



SCHEDULE I

SUPPLEMENT A


v






 


INDEX OF TERMS




	 	 	 	 	 
	Access System
	 	 	2	 
	Accounting Date
	 	 	2	 
	Accounts
	 	 	12	 
	Administrator
	 	 	1	 
	Affected Participant
	 	 	A-1	 
	After-Tax Account
	 	 	11	 
	After-Tax Contribution
	 	 	5	 
	Aggregation Plan
	 	 	A-3	 
	Annual Additions
	 	 	14	 
	Beneficiary
	 	 	27	 
	Break in Service
	 	 	4	 
	Brunswick Stock Fund
	 	 	8	 
	Catch-Up Contributions
	 	 	6	 
	Code
	 	 	1	 
	Committee
	 	 	2	 
	Company
	 	 	1	 
	Company Stock
	 	 	9	 
	Compensation
	 	 	6, 13, A-3	 
	Contribution Percentage
	 	 	17	 
	Deferral Percentage
	 	 	16	 
	defined benefit fraction
	 	 	14	 
	defined contribution fraction
	 	 	14	 
	Distribution Date
	 	 	B-4	 
	DOL
	 	 	29	 
	Effective Date
	 	 	1	 
	eligible retirement plan
	 	 	23	 
	eligible rollover distribution
	 	 	23	 
	Employer
	 	 	1	 
	Employer Matching Account
	 	 	12	 
	Employer Matching Contributions
	 	 	7	 
	Employers
	 	 	1	 
	ERISA
	 	 	1	 
	ESOP Component
	 	 	10	 
	Excess Aggregate Contributions
	 	 	18	 
	Excess Contributions
	 	 	17	 
	Hardship
	 	 	22	 
	Highly Compensated
	 	 	19	 
	Highly Compensated Group Contribution Percentage
	 	 	17	 
	Highly Compensated Group Deferral Percentage
	 	 	16	 
	Hourly Savings Plan
	 	 	1	 
	Investment Funds
	 	 	8	 
	IRS
	 	 	29	 
	Key Employee
	 	 	A-2	 
	Leased Employee
	 	 	5	 
	Loan Fund
	 	 	9	 



vi






 




	 	 	 	 	 
	Maternity or Paternity Leave
	 	 	4	 
	named fiduciaries
	 	 	17	 
	Non-Highly Compensated Grop Contribution Percentage
	 	 	18	 
	Non-Highly Compensated Group Deferral Percentage
	 	 	16	 
	Non-Key Employee
	 	 	A-3	 
	Participant
	 	 	3	 
	Permissive Aggregation Plan
	 	 	A-3	 
	PIN
	 	 	2	 
	Plan
	 	 	1	 
	Plan Administrator
	 	 	1	 
	Plan Year
	 	 	2	 
	Preferred Stock
	 	 	9	 
	Pre-Tax Account
	 	 	12	 
	Pre-Tax Contribution
	 	 	6	 
	Related Company
	 	 	1	 
	Required Aggregation Plan
	 	 	A-3	 
	Rewards Plan
	 	 	1	 
	Rollover Account
	 	 	12	 
	Rollover Contribution
	 	 	7	 
	Salaried Savings Plan
	 	 	1	 
	Savings Plans
	 	 	1	 
	Service
	 	 	3	 
	Severance from Service
	 	 	4	 
	Termination Date
	 	 	19	 
	Top-Heavy
	 	 	A-1	 
	Trust
	 	 	1	 
	Trust Fund
	 	 	8	 
	Trustee
	 	 	1	 
	unit
	 	 	9	 
	Wisconsin Hourly Savings Plan
	 	 	1	 



vii






 



THE BRUNSWICK RETIREMENT SAVINGS PLAN

(As Amended and Restated Effective January 1, 2004)



SECTION 1



General



     1.1. Purpose and Effective Date. BRUNSWICK CORPORATION, a Delaware
corporation (the “Company”), had previously established the Brunswick
Retirement Savings Plan for Salaried Employees (the “Salaried Savings Plan”),
the Brunswick Retirement Savings Plan for Hourly Employees (the “Hourly Savings
Plan”) and the Brunswick Retirement Savings Plan for Wisconsin Bargaining Unit
Hourly Employees the (“Wisconsin Hourly Savings Plans”) (together, the “Savings
Plans”). Effective on April 30, 1999, the assets of the Savings Plans accounts
of employees eligible to participate in the Brunswick Rewards Plan (the
“Rewards Plan”) as of April 1, 1999 were transferred to the Rewards Plan.
Immediately thereafter, the Hourly Savings Plan and Wisconsin Hourly Savings
Plan were merged into the Salaried Savings Plan, to be henceforth called the
BRUNSWICK RETIREMENT SAVINGS PLAN (the “Plan”). The purpose of the Plan is to
assist the Company’s 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 “Effective Date” of the Plan as
amended and restated herein is January 1, 2004, except to the extent that an
effective date earlier than January 1, 2004 is expressly provided herein. The
Plan is intended to qualify as a profit sharing plan under section 401(a) of
the Internal Revenue Code of 1986, as amended (the “Code”), with a
cash-or-deferred arrangement within the meaning of section 401(k) of the Code.
Effective January 1, 2003, the Plan is amended to comply with the final
regulations under section 401(a)(9) of the Code. Effective November 1, 2003, 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 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 the Employee Retirement
Income Security Act of 1974, as amended (“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.


     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


2






 



and loan, withdrawal or distribution requests, as necessary to establish
or change the Plan’s recordkeeping system (including the Access System).


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


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


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


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


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


SECTION 2



Participation in Plan



     2.1. Eligibility for Participation. Subject to the terms and conditions
of the Plan, each “Participant” in the Plan immediately prior to the Effective
Date shall continue to be a Participant in the Plan on and after the Effective
Date. Subject to the terms and conditions of the Plan, each other employee of
an Employer will be eligible to become a “Participant” in the Plan for purposes
of Section 3 and subsection 4.1 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 21;
	 
	 	(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; and
	 
	 	(iii)	 	he is not eligible to participate in the Rewards
Plan.



3






 




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


Participation is voluntary, and requires a Pre-Tax Contribution election under
subsection 3.2 made in accordance with uniform rules established by the
Committee.


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 leasing 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
(c), 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


4






 



requirements of paragraphs 2.1(b) and
(c) or after his Termination Date; (b) the Beneficiary of a deceased
Participant cannot designate a Beneficiary under subsection 10.7; 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
3.4 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 subsection 7.11. 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, but who has provided services to an Employer, which
services are performed under the primary direction and control of the Employer,
on a substantially full time basis for a period of at least one year, pursuant
to an agreement between the Employer and the leasing organization.


SECTION 3



Employee After-Tax, Pre-Tax and Rollover Contributions



     3.1. After-Tax Contributions. Subject to the following provisions of this
Section 3, and to the limitations set forth in Section 7 and such additional
rules as the Committee may establish on a uniform and nondiscriminatory basis,
a Participant may, for a payroll period that ends on or before December 31,
2003, elect to make an “After-Tax Contribution” that is not less than 1 percent
nor more than 6 percent (or such greater percentages as the Committee shall
decide, and in all cases in multiples of 1 percent) of the Compensation
payable to him by the


5






 



Employers for that payroll period. After-Tax
Contributions shall not be permitted after December 31, 2003.


     3.2. Pre-Tax Contributions.



	 	(a)	 	Subject to the 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 his Compensation reduced and to
have a “Pre-Tax Contribution” made on his behalf of from 1% to
15% of his Compensation; provided, however, that a Participant
who is not Highly Compensated for any Plan Year may have a
Pre- Tax Contribution made on his behalf of from 1% to 20% of
his Compensation for such Plan Year. Any election pursuant to
this subsection 3.2 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 subsection 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.



     3.3. Payment of After-Tax and Pre-Tax Contributions. Pre-Tax and
After-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.


     3.4. Variation, Discontinuance and Resumption of After-Tax or 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
prospectively change his After- Tax and/or Pre-Tax Contribution rate(s) within
any limits specified in subsections 3.1 or 3.2,
whichever is applicable, 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.


6






 


     3.5. Compensation. For purposes of this Section 3 and Section 4, a
Participant’s “Compensation” shall mean the salary, overtime, commissions and
annual cash bonuses paid to a Participant during the Plan Year after the date
on which he becomes a Participant (determined without regard to any reduction
of such compensation on account of elective deferrals or contributions to a
plan or arrangement maintained by an Employer or Related Company that are not
currently includable in income under Code sections 402(g)(3) or 125, and
elective amounts that are not currently includable in gross income under Code
section 132(f)(4)), which is paid to him by an Employer or Related Company for
services rendered to it as an employee, up to a maximum amount of $150,000 or
such other amount as may be permitted for any Plan Year under section
401(a)(17) of the Code, taking into account for purposes of such limitation any
proration required in situations where Compensation is computed with respect to
a period less than a full year (other than on account of mid-year commencement
or cessation of active participation in the Plan). Compensation does not
include amounts paid under the Brunswick Performance Plan, the Brunswick Senior
Executive Bonus Plan or Brunswick Strategic Incentive Plan.


     3.6. 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 or After-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 Matching Contributions



     4.1. Employer Matching Contributions. At any time prior to the due date
(including extensions) for filing its Federal income tax return for any Plan
Year, any Employer may contribute “Employer Matching Contributions” for a Plan
Year on behalf of any class of Participants for whom it has made Pre-Tax
Contributions for such Plan Year; provided, however, that no supplemental
Employer Matching Contributions described in clause (iv) below shall be made
for any Plan Year on behalf of a Participant who is not employed by an Employer
on December 31 of that year and no additional Employer Matching Contributions
described in clause (v) below shall be made for any Plan Year on behalf of a
Participant who is not employed by an Employer on December 1 of that year.
Subject to the provisions of Section 7, the amount of the Employer Matching
Contributions with respect to any class of Participants who are entitled to
share in such contributions shall be equal to a percentage, as determined by
that
Employer, of all or any portion of the Pre-Tax Contributions made by the
Employer on behalf of such Participants for that Plan Year; provided that (i)
no Employer Matching Contributions shall be made with respect to a
Participant’s Pre-Tax Contributions for any Plan Year in excess of six


7






 


percent
(6%) of his Compensation for that year; (ii) for purposes of determining the
amount of Employer Matching Contributions, a Participant’s Pre-Tax
Contributions made during the Plan Year shall be reduced by the amount
withdrawn from his Pre-Tax Account during the Plan Year in accordance with
subsection 9.2; (iii) Employer Matching Contributions shall be made for each
payroll period at a rate of five percent (5%) of the Pre-Tax Contributions for
the payroll period that do not exceed six percent (6%) of Compensation for the
payroll period and, for payroll periods ending prior to January 1, 2001, are
allocated to Investment Funds other than Brunswick Stock Fund; (iv)
supplemental Employer Matching Contributions shall be made for each Plan Year
in an amount equal to five percent (5%) of Pre-Tax Contributions for the Plan
Year that do not exceed six percent (6%) of Compensation for the Plan Year
minus the amount of the Employer Matching Contributions contributed pursuant to
clause (iii) for payroll periods ending in such Plan Year; and (v) additional
Employer Matching Contributions for the Plan Year in excess of such five
percent (5%) amount, if any and limited to twenty-five percent (25%) of Pre-Tax
Contributions for the Plan Year that do not exceed six percent (6%) of
Compensation for the Plan Year, shall be made by an Employer for any designated
class or group of Participants. Any supplemental Employer Matching
Contributions made pursuant to clause (iv) or additional Employer Matching
Contributions made pursuant to clause (v) shall be allocated to eligible
Participants’ Accounts as of the last day of the Plan Year based upon their
Pre-Tax Contributions for the entire Plan Year that do not exceed six percent
(6%) of Compensation for the entire Plan Year.


     4.2. 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.


     4.3. Payment of Employer Contributions. Employer Matching 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.


     4.4. 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 “Loan Fund” which


8






 


shall consist only of
promissory notes evidencing loans make to Participants in accordance with the
provisions of subsection 9.1 and 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(1) of the Code
(“Company Stock”).


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


     5.3. Investment Fund Elections. At the time that a Participant enrolls in
the Plan he may specify the percentage, in increments of 1%, of the
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


9






 



invested, determined in accordance
with uniform rules established by the Committee (or its delegate).


     5.6. Employee Stock Ownership Plan.



	 	(a)	 	Effective November 1, 2003, the portion of the
Plan (the “ESOP Component”) consisting of the Account balances
invested in the Brunswick Stock Fund as of October 31, 2003 is
designated as, and is intended to constitute, an employee
stock ownership plan within the meaning of section 4975(e)(7)
of the Code and section 407(d)(6) of ERISA. There shall be
added to the ESOP Component, as of the dates on or after
November 1, 2003, on which the applicable transactions occur,
(i) amounts transferred to the Plan from the Brunswick
Employee Stock Ownership Plan and (ii) amounts transferred
from other Investment Funds to the Brunswick Stock Fund.
There shall also be added to the ESOP Component, as of each
January 1 beginning January 1, 2004, all Account balances
invested in the Brunswick Stock Fund as of the immediately
preceding December 31, to the extent such Account balances are
not already held in the ESOP Component. There shall be
subtracted from the ESOP Component, as of the dates on or
after November 1, 2003, on which such transfers occur, amounts
transferred from the ESOP Component portion of the Brunswick
Stock Fund to any other Investment Fund.
	 
	 	(b)	 	The ESOP Component will be invested primarily in
Company Stock and will be considered a part of the Brunswick
Stock Fund.
	 
	 	(c)	 	Dividends paid by the Company with respect to
shares of Company Stock in the ESOP Component shall, at the
election of the Participants and Beneficiaries whose Accounts
are invested in whole or in part in the ESOP Component, be (1)
paid to the ESOP Component and distributed in cash to such
Participants and Beneficiaries not later than ninety (90) days
after the close of the Plan Year in which such dividends are
paid, or (2) reinvested in Company Stock in the ESOP
Component. Elections shall be made in accordance with
procedures established by the Committee.




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



10






 




	 	 	 
	(iii)	 	
A distribution of dividends pursuant
to this subsection 5.6 shall be reduced by any
investment losses on the dividend amount from the time
such dividends are paid to the Plan to the time such
dividends are distributed to the Participants and
Beneficiaries.




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


11






 



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



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 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.
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


12






 



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, Pre-Tax, After-Tax, Employer 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. 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.


     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 401(a)(4), 401(k)(3), 401(m)(2), 402(g) and 415(c) of the
Code, the Company may unilaterally modify or revoke any After-Tax or Pre-Tax
Contribution election made by a Participant pursuant to subsections 3.1 or 3.2,
or may reduce (to zero if necessary) the level of Employer Matching
Contributions to be made on behalf of Highly Compensated Participants for any
month pursuant to subsection 4.1.


     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 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



13






 







	 	 	 	income, short-term disability payments, long-term
disability payments, taxable group term life insurance,
nonqualified stock options taxable in the year of grant,
amounts taxable under a section 83(b) election and
nondeductible moving expenses, but excluding distributions
from any deferred compensation plan (qualified or
nonqualified), amounts realized 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 deferrals or contributions made on
the Participant’s behalf for the Plan Year to a plan or
arrangement maintained by an Employer or a Related Company
that are not currently includable in income under Code
sections 402(g)(3) or 125, and elective amounts that are not
currently includable in income under Code section 132(f)(4).



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.


     7.3. Limitations on Annual Additions. 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:



	 	(a)	 	$40,000 (as adjusted for cost of living increases
under section 415(d) of the Code); or
	 
	 	(b)	 	100 percent of the Participant’s Compensation for
that Plan Year calculated as if each Section 415 Affiliate
(defined below) were a Related Company, (The Compensation
limit referred to in this paragraph 7.3(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 as defined below).



reduced by any Annual Additions for the Participant for the Plan Year under any
other defined contribution Plan of an Employer or a Related Company or Section
415 Affiliate; provided that, if any other such Plan has a similar provision,
the reduction shall be pro rata. 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, excluding Pre-Tax Contributions that are distributed as
excess deferrals in accordance with subsection 7.7, but including any
After-Tax, Pre-Tax or Employer Matching Contributions (the latter even if
forfeited) treated as excess contributions or excess aggregate contributions
under subsections 7.9, 7.11 or 7.12. 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



14










 



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 subsections 7.3, the excess amounts shall be
treated, as necessary, (i) first by distributing any after-tax contributions
and any earnings attributable thereto, (ii) next by distributing any unmatched
pre-tax contributions and any earnings attributable thereto, (iii) next by
distributing any matched pre-tax contributions and any earnings thereto and
(iv) 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
Matching 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). No Employer Matching Contributions will be made
based on any matched pre-tax contributions which are distributed under clause
(iii) above. If, however, Employer Matching Contributions have already been
allocated to Accounts by the time the pre-tax contributions are distributed
under clause (iii) above, then any such Employer Matching Contributions made
based on any matched pre-tax contributions which are distributed under clause
(iii) above shall be deemed to be a forfeiture occurring in the Plan Year in
which the pre-tax contributions are distributed.


     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. If during any
taxable year 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


15






 



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). Notwithstanding the foregoing provisions of this subsection 7.7, the
dollar amount of any distribution due hereunder shall be reduced by the dollar
amount of any Pre-Tax Contributions previously distributed to the same
Participant pursuant to subsection 7.9; provided, however, that for purposes of
subsections 7.3 and 7.8, the correction under this subsection 7.7 shall be
deemed to have occurred before the correction under subsection 7.9.


     7.7. Section 401(k)(3) Testing. For any Plan Year, the amount by which
the average of the Deferral Percentages (as defined below), for that Plan Year,
of each eligible employee who is Highly Compensated (the “Highly Compensated
Group Deferral Percentage”) exceeds the average of the Deferral Percentages,
for that Plan Year, of each eligible employee who is not Highly Compensated
(the “Non-Highly Compensated Group Deferral Percentage”) shall be less than or
equal to either (i) a factor of 1.25 or (ii) both a factor of 2 and a
difference of 2. “Deferral Percentage” for any eligible employee for a Plan
Year shall be determined by dividing his Pre-Tax Contributions for the year by
his Compensation for the year, subject to the following special rules:



	 	(a)	 	any employee eligible to participate in the Plan
at any time during a Plan Year shall be counted, regardless of
whether any Pre-Tax Contributions are made on his behalf for
the year; provided, however, that if the Company elects, in
accordance with Code section 401(k)(4)(F), to apply Code
section 410(b)(4)(B) in determining whether the Plan meets
Code section 410(b), the Company may, in determining whether
the Plan meets the requirements of this subsection 7.7, set
forth above, exclude from consideration all Employees (other
than the Highly Compensated Employees) who have not met the
minimum age and service requirements of Code section
410(a)(1)(A);
	 
	 	(b)	 	the Deferral Percentage for any Highly
Compensated Participant who is eligible to participate in the
Plan and who is also eligible to make other elective deferrals
under one or more other plans described in section 401(k) of
the Code maintained by an Employer or a Related Company for a
plan year that ends with or within the same calendar year as
the Plan Year, shall be determined as if all such elective deferrals
were made on his behalf under the Plan;
	 
	 	(c)	 	in the event that this Plan satisfies the
requirements of sections 401(k), 401(a)(4) or 410(b) of the
Code only if aggregated with one or more other plans, or if
one or more other plans satisfy the requirements of such
sections of the Code only if aggregated with this Plan, then
this subsection 7.7 shall be applied as if all such plans were
a single plan; provided,



16






 







	 	 	 	however, that such plans may be
aggregated in order to satisfy section 401(k) of the Code only
if they have the same plan year;
	 
	 	(d)	 	excess Pre-Tax Contributions distributed to a
Participant under subsection 7.6 shall be counted in
determining such Participant’s Deferral Percentage, except in
the case of a distribution to a non-Highly Compensated
Participant required to comply with section 401(a)(30) of the
Code; and
	 
	 	(e)	 	union Participants shall be tested separately
from non-union Participants, and all Participants who are
members of a single collective bargaining unit may be tested
separately under this subsection 7.7 (on a reasonable and
reasonably consistent basis from year to year).



Application of this subsection 7.8 shall be made in accordance with section
401(k)(3) of the Code and applicable regulations thereunder, including section
401(k)(3)(F).


     7.8. Correction Under Section 401(k) Test. In the event that the Highly
Compensated Group Deferral Percentage for any Plan Year does not initially
satisfy one of the tests referred to in subsection 7.7, the Company shall
direct the Trustee to distribute the Excess Contributions in the manner
described below. Total “Excess Contributions” means, with respect to any Plan
Year, the excess of the amount of Pre-Tax Contributions (and any earnings and
losses allocable thereto) made on behalf of Highly Compensated Participants for
such Plan Year, over the maximum amount of Pre-Tax Contributions that could be
made on behalf of such Participants without violating the requirements of
subsection 7.7, determined by reducing the Pre-Tax Contributions made on behalf
of the Highly Compensated Participants in order of the Actual Deferral
Percentages beginning with the highest of such percentages. The total Excess
Contributions shall be allocated among Highly Compensated Participants for
distribution by reducing the Pre-Tax Contributions made on behalf of such
employees in order of the dollar amounts of Pre-Tax Contributions beginning
with the highest of such dollar amounts of Pre-Tax Contributions and continuing
until the sum of such reductions equals the total Excess Contributions
determined in accordance with the preceding sentence. The amounts to be
distributed to any Participant pursuant to this subsection 7.8 shall be reduced
by the amount of any Pre-Tax Contributions distributed to him for the taxable
year ending with or within such Plan Year pursuant to subsection 7.6. Such
amounts and any allocable gains and losses for the Plan Year determined in
accordance with any reasonable method chosen by the Committee for that Plan
Year that satisfies applicable Treasury regulations shall be distributed no
later than the close of the Plan Year following the Plan Year for which the
Excess Contributions were made.


     7.9. Code Section 401(m)(2) Testing. For any Plan Year, the amount by
which the average of the Contribution Percentages (as defined below), for that
Plan Year, of each eligible employee who is Highly Compensated (the “Highly
Compensated Group Contribution Percentage”) exceeds the average of the
Contribution Percentages, for that Plan Year, of each eligible employee who is
not Highly Compensated (the “Non-Highly Compensated Group Contribution
Percentage”) shall be less than or equal to either (i) a factor of 1.25 or (ii)
both a factor of 2 and a difference of 2. The “Contribution Percentage” for any
eligible employee for a Plan Year shall be determined by dividing his After-Tax
and Employer Matching Contributions for the year by his Compensation for the
year, subject to the following rules:


17






 




	 	(a)	 	any employee eligible to participate in the Plan
at any time during a Plan Year shall be counted, regardless of
whether any After-Tax or Employer Matching Contributions are
made on his behalf for the year; provided, however, that if
the Company elects, in accordance with Code section
401(k)(4)(F), to apply Code section 410(b)(4)(B) in
determining whether the Plan meets Code section 410(b), the
Company may, in determining whether the Plan meets the
requirements of this subsection 7.9, set forth above, exclude
from consideration all Employees (other than the Highly
Compensated Employees) who have not met the minimum age and
service requirements of Code section 410(a)(1)(A);
	 
	 	(b)	 	the Contributions Percentage for any Highly
Compensated Participant who is eligible to participate in the
Plan and who is also eligible to participate in one or more
other qualified plans maintained by an Employer or a Related
Company with after-tax or matching contributions shall be
determined as if all such contributions were made under the
Plan; and
	 
	 	(c)	 	in the event that this Plan satisfies the
requirements of section 401(m), 401(a)(4) or 410(b) of the
Code only if aggregated with one or more other plans, or if
one or more other plans satisfy the requirements of such
applied as if all such plans were a single plan; provided,
however, that such plans may be aggregated in order to satisfy
section 401(m) of the Code only if they have the same Plan
year; and
	 
	 	(d)	 	all Participants who are members of a collective
bargaining unit shall be disregarded under this subsection
7.9.



Application of the provisions of this subsection 7.9 shall be made in
accordance with the requirements of section 401(m) of the Code and the
regulations thereunder, including section 401(m)(5)(C).


     7.10. Correction Under Section 401(m) Test. In the event that the Highly
Compensated Group Contribution Percentage for any Plan Year does not initially
satisfy one of the tests referred to in subsection 7.9, the Company shall
direct the Trustee to distribute the Excess Aggregate Contributions in the
manner described below. Total “Excess Aggregate Contributions” means, with
respect to any Plan Year, the excess of the amount of After-Tax and Employer
Matching Contributions (and any earnings and losses allocable thereto) made on
behalf of Highly Compensated Participants for such Plan Year, over the
maximum amount of After-Tax and Employer Matching Contributions that could be
made on behalf of such Participants without violating the requirements of
subsection 7.9, determined by reducing the After-Tax and Employer Matching
Contributions, in order of the Actual Contribution Percentages, beginning with
the highest of such percentages. The total Excess Aggregate Contributions shall
be allocated among Highly Compensated Participants for distribution by reducing
the After-Tax and Employer Matching Contributions made on behalf of such
employees in order of the dollar amounts of After-Tax and Employer Matching
Contributions beginning with the highest of such dollar amounts of After-Tax
and Employer Matching Contributions and continuing until the sum of such
reductions equals the total Excess Aggregate


18






 


Contributions determined in accordance with the preceding sentence. Any such distribution shall be made
first from After-Tax Contributions and then, if necessary, from Employer
Matching Contributions. Such amounts and any allocable gains and losses for the
Plan Year determined in accordance with any reasonable method chosen by the
Committee for that Plan Year that satisfies applicable Treasury regulations
shall be distributed no later than the close of the Plan Year following the
Plan Year for which the Excess Aggregate Contributions were made.


     7.11. Highly Compensated. An employee or Participant shall be “Highly
Compensated” for any Plan Year if he:



	 	(a)	 	during that Plan Year or preceding Plan Year was
at any time a 5 percent owner of an Employer or a Related
Company; or
	 
	 	(b)	 	during the preceding Plan Year received
Compensation in excess of $80,000 (indexed for cost-of-living
adjustments under section 415(d) of the Code).



     A former employee shall be treated as a highly compensated employee if (A)
such employee was a highly compensated employee when such employee separated
from service, or (B) such employee was a highly compensated employee at any
time after attaining age 55.


For purposes of this subsection 7.11, the term “compensation” has the meaning
set forth in subsection 7.2.


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; provided
that any Employer Matching Contributions that are allocable to any Pre-Tax
Contributions returned to a Participant to satisfy one of the limits set forth
in Section 7 shall be forfeited and used to reduce Employer contributions.


     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, including distributions that are attributable to
events occurring prior to December 31, 2001. Such a distribution shall be
subject to the other provisions of the Plan regarding distributions. For
purposes of Section 10, such separation from employment shall be treated as a
Termination Date.


19






 


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 from the Trust Fund to the
Participant from his Pre-Tax and Rollover Accounts as of any Accounting Date
(after all adjustments then required under the Plan have been made), subject to
the following:



	 	(a)	 	No loan shall be made to a Participant if,
immediately after such loan, the sum of the outstanding
balances (including principal and interest) of all loans made
to him under this Plan and under any other qualified
retirement plans maintained by the Related Companies would
exceed the lesser of: (i) $50,000, reduced by the excess, if
any, of: (A) the highest outstanding balance of all loans to
the Participant from the plans during the one-year period
ending on the day immediately before the date on which the
loan is made; over (B) the outstanding balance of loans from
the plans to the Participant on the date on which such loan is
made; or (ii) one-half of the aggregate vested interest of the
Participant under all such plans; and no loan shall be made to
a Participant if the aggregate amount of that loan and the
outstanding balance of any other loans to the Participant from
the Plan would exceed one-half of the vested balance of the
Participant’s Accounts under the Plan as of the date the loan
is made.
	 
	 	(b)	 	No Participant may have more than two loans
outstanding at one time.
	 
	 	(c)	 	Each loan to a Participant shall be charged
against the Participant’s Accounts pro rata and shall be
charged against each Investment Fund in which his 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; provided that loans
shall be made only from a Participant’s Pre-Tax and Rollover
Accounts.
	 
	 	(d)	 	Each loan shall be evidenced by a written note
providing for: (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.



20






 







	 	(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 a Participant who
has terminated employment with the Employers receives a
distribution of his Account balances; provided that any loans
made after the Effective Date shall become immediately due and
payable when 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 21 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.



     9.2. Withdrawal of After-Tax, Pre-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 during any Plan Year), a Participant may withdraw an amount that is
not less than $1,000 (or if less, 100% of the amount than credited to his
After-Tax Account) and not greater than the amount then credited to his
After-Tax 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 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


21






 



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 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;



22






 







	 	(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.



The withdrawal must be made pursuant to a written request to the Committee,
which request shall include any representation required by this subsection 9.4
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 of ten 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.
	 
	 	(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, a qualified trust described in section 401(a) of
the Code, an annuity contract described in section 403(b) or
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, that
accepts the distributee’s eligible rollover distribution.
However, in the case of a



23






 







	 	 	 	distribution of a Participant’s
After-Tax Account, an eligible retirement plan shall consist
only of an individual retirement account or annuity described
in section 408(a) or (b) of the Code, or 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 into such plan from this Plan, 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.



SECTION 10



Post-Termination Distributions From Account Balances



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


     10.2. Payment in Cash or Common Stock. The portion of a Participant’s
Account balance which is not invested in Company Stock shall be distributed in
cash. A Participant, or in the event of his death his Beneficiary, may elect,
at such time and in such manner as the Company may require, (i) to have that
portion of his Account balance which is invested in Company Stock distributed
in the form of common stock of the Company or (ii) to receive in cash the fair
market value (determined as of the Accounting Date as of which distribution is
to be made) of the common stock of the Company which would otherwise be
distributed to him. In the event that a Participant or Beneficiary fails to
properly make any such election, the portion of the Participant’s Account
balance which is invested in Company Stock shall be distributed in shares of
common stock of the Company if such distribution would include 100 or more such
shares and shall be distributed in cash if there would be less than 100 such
shares distributed. A Participant may increase the proportion of his Account
distributable in common stock of the 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
10.3, 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, but excluding any Rollover
Contributions made pursuant to subsection 3.6) is at least equal to $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.



24






 







	 	(b)	 	If the Participant’s entire vested Account
balance (including any outstanding loans, but excluding any
Rollover Contributions made pursuant to subsection 3.6) does
not exceed $5,000, the entire vested Account balance shall be
distributed to the Participant without his consent as soon as
practicable after his Termination Date.
	 
	 	(c)	 	If the Participant dies prior to the commencement
of his benefits, distribution of his benefits to any
Beneficiary shall commence as soon as practicable following
the date of his death.



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



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



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


25






 


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
	 
	 	(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


26






 


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 10.7.


     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 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



27










 



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


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



	 	(a)	 	To interpret and construe the
provisions of the Plan.
	 
	 	(b)	 	To adopt such rules of
procedure and regulations as
are consistent with the
provision of the Plan and as it
deems necessary and proper.



28






 







	 	(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.


     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.


29






 


     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 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.


     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
regarding 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
	 
	 	(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


30






 


of the Board of Directors of the Company, act dishonestly or in
willful violation of the law or regulation under
which such liability, loss, cost or expense
arises.


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


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


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


     12.13. Claims Procedures. If an individual
believes he or she is entitled to benefits under
the Plan in an amount greater than those which he
or she is receiving or has received, he or she
(or his or her duly authorized representative)
may file a claim with the Administrator. The
Administrator shall make all initial
determinations as to the right of any person to a
benefit. All applications for benefits shall be
submitted in writing on forms prescribed by the
Administrator and must be signed by the
Participant, and where required by the
Administrator, by Participant’s spouse,
beneficiary, or legal representative and shall
state the nature of the claim, the facts
supporting the claim, the amount claimed and the
address of the applicant. Each application shall
be acted upon within 90 days following its
receipt by the Administrator, unless special
circumstances require an extension of time for
processing the claim and written notice or
electronic notice of such extension, the reasons
therefor and the expected date by which the
Administrator will make its determination is
given to the applicant prior to the end of the
initial 90-day period. In no event shall such
extension exceed 90 days from the end of the
initial period.


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


31






 


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.


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



32






 







	 	(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 Company 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 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.


33






 


     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.


*    *    *    *    *






34






 



SCHEDULE I

TO

THE BRUNSWICK RETIREMENT SAVINGS PLAN



     As of the Effective Date the Plan has been
extended to the following groups:


     1.     All U.S. hourly employees, as well as
salaried employees actively participating in the
Brunswick Salaried Pension Plan employed in the
following business groups or location:



	 	 
	 	Mercury Marine
	 	Brunswick Indoor Recreation Group
	 	Corporate Office



     2.     As of January 1, 2003, the Plan has been
extended to all employees of Integrated Dealer
Systems, Inc.


Schedule-1






 


SUPPLEMENT A

TO

THE BRUNSWICK RETIREMENT SAVINGS PLAN



(TOP-HEAVY STATUS)



     A-1 Application. This Supplement A to the
Plan shall be applicable for any Plan Year in
which the Plan is Top-Heavy (as described in
subsection A-5). 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 A- 2 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 in a defined
benefit plan shall be
determined under a uniform
accrual method which applies in
all defined benefit plans
maintained by an Employer or a
Related Company; or, if there
is no such method, as if such
benefit accrued not more
rapidly than the slowest
accrual rate
permitted under section
411(b)(1)(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. The term “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 any Employer or of any Related
Company having Compensation greater than $130,000
(as adjusted under section 416(i)(1) of the Code
for Plan Years beginning after December 31,
2002), a 5-percent owner of any Employer or of
any Related Company, or a 1-percent owner of any
Employer or of any Related Company having
Compensation of more than $150,000. The
determination of who is a Key Employee will be
made in accordance with section 416(i)(1) of the
Code and the applicable regulations and other
guidance of general applicability issued
thereunder.


A-2






 


     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-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 or 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.


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Paragraph (b) next above shall not be applicable
for any Plan Year if the Plan enables a defined
benefit 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.



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