Exhibit
4.1


Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation (“DTC”),
to the Company (as defined below) or its agent for registration of transfer,
exchange, or payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such
other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.


	
  REGISTERED 

  	
   

  	
  PRINCIPAL AMOUNT 

  
	
  No.:   1

  	
   

  	
  $250,000,000

  



 


CUSIP No.:            117043 AJ 8


BRUNSWICK CORPORATION

Floating Rate Notes due 2009


Brunswick Corporation, a
corporation organized and existing under the laws of the State of Delaware
(hereinafter called the “Company”, which term shall include any successor
corporation as defined in the Indenture referred to on the reverse side
hereof), for value received, hereby promises to pay to Cede & Co., or its
registered assigns, the principal sum of TWO HUNDRED FIFTY MILLION DOLLARS
($250,000,000) on July 24, 2009 (if such date is not a Business Day, payment of
principal on this Note and accrued and unpaid interest thereon will be paid on
the next Business Day, provided, however, that no interest on that payment will
accrue from and after July 24, 2009) at the principal corporate trust office of
the Trustee, or at an office or agency maintained by the Company for such
purpose, in the City of Chicago, State of Illinois, or in the Borough of
Manhattan, The City and State of New York, in such coin or currency of the
United States of America as at the time of payment shall be legal tender for
the payment of public and private debts, and to pay interest, quarterly on
January 24, April 24, July 24 and October 24 of each year (each, an “Interest
Payment Date”) beginning October 24, 2006, on said principal sum in like coin
or currency, at a floating rate equal to three-month USD LIBOR plus 0.65% per
annum, as described below, from July 24, 2006, or from the most recent Interest
Payment Date which interest has been paid or duly provided for, until payment
of said principal sum has been made or duly provided for.


The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will,
subject to certain exceptions provided in the Indenture referred to herein, be
paid to the person in whose name this Note is registered at the close of
business on the regular record date for such interest, which shall be the
Business Day preceding the Interest Payment Date.


This Note is one of a
duly authorized issue of securities of the Company (herein called the “Securities”),
issued and to be issued in one or more series under that certain Indenture,
dated as of March 15, 1987 (herein called the “Indenture”), between the Company
and BNY Midwest Trust Company, as successor trustee (herein called the 









 



“Trustee,” which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Note is one of
the series of Securities designated on the first page hereof (the Securities of
such series being herein called the “Notes”).


The Notes will bear
interest for each interest period at a rate determined by the calculation
agent, which shall initially be BNY Midwest Trust Company until such time as
the Company appoints a successor calculation agent (herein called the “Calculation
Agent”).  The interest rate on the Notes
for a particular Interest Period (as defined below) will be a per annum rate
equal to three-month USD LIBOR (as defined below) as determined on the Interest
Determination Date plus 0.65% (the “Interest Rate”).  The “Interest Determination Date” for an
Interest Period will be the second London Business Day preceding the first day
of such Interest Period.  Promptly upon
determination, the Calculation Agent will inform the Trustee and the Company of
the Interest Rate for the next Interest Period. 
Absent manifest error, the determination of the Interest Rate by the
Calculation Agent shall be binding and conclusive on the holders of the Notes,
the Trustee and the Company.  A “London
Business Day” is a day on which dealings in deposits in U.S. dollars are
transacted in the London interbank market.


Interest on the Notes
will be paid to but excluding the relevant Interest Payment Date.  Interest payments on the Notes will be made
quarterly in arrears on the Interest Payment Date, beginning on October 24,
2006, to the person in whose name those Notes are registered at the close of
business on the Business Day immediately preceding the Interest Payment Date.  Interest on the Notes will accrue from and
including July 24, 2006, to but excluding the first Interest Payment Date and
then from and including the immediately preceding Interest Payment Date to
which interest has been paid or duly provided for to but excluding the next
Interest Payment Date or the maturity date of the Notes, as the case may be
(each of these periods is referred to as an “Interest Period”).  The amount of accrued interest that the
Company will pay for any Interest Period shall be calculated by the Calculation
Agent by multiplying the face amount of the Notes then outstanding by an
Accrued Interest Factor.  This Accrued
Interest Factor is computed by adding the Interest Factor calculated for each
day from July 24, 2006, or from the latest date interest was paid to the date
for which accrued interest is being calculated. 
The “Interest Factor” for each day is computed by dividing the Interest
Rate applicable to that date by 360.  If
an Interest Payment Date for the Notes falls on a day that is not a Business
Day, the Interest Payment Date shall be postponed to the next succeeding
Business Day unless such next succeeding Business Day would be in the following
month, in which case the Interest Payment Date shall be the immediately
preceding Business Day.


On any Interest
Determination Date, “LIBOR” will be equal to the offered rate for deposits in
U.S. dollars having an index maturity of three months, in amounts of at least
$1,000,000, as such rate appears on “Telerate Page 3750” at approximately 11:00
a.m., London time, on such Interest Determination Date. If on an Interest
Determination Date 



 2
 






 



such rate does not appear on the “Telerate Page 3750”
as of 11:00 a.m., London time, or if the “Telerate Page 3750” is not available
on such date, the Calculation Agent will obtain such rate from Bloomberg L.P.’s
page “BBAM.”


If no offered rate
appears on “Telerate Page 3750” or Bloomberg L.P.’s page “BBAM” on an Interest
Determination Date at approximately 11:00 a.m., London time, then the
Calculation Agent (after consultation with the Company) will select four major
banks in the London interbank market and shall request each of their principal
London offices to provide a quotation of the rate at which three-month deposits
in U.S. dollars in amounts of at least $1,000,000 are offered by it to prime
banks in the London interbank market, on that date and at that time, that is
representative of single transactions at that time.  If at least two quotations are provided,
LIBOR will be the arithmetic average of the quotations provided.  Otherwise, the Calculation Agent will select
three major banks in New York City and shall request each of them to provide a
quotation of the rate offered by them at approximately 11:00 a.m., New York
City time, on the Interest Determination Date for loans in U.S. dollars to
leading European banks having an index maturity of three months for the
applicable interest period in an amount of at least $1,000,000 that is
representative of single transactions at that time.  If three quotations are provided, LIBOR will
be the arithmetic average of the quotations provided.  Otherwise, the rate of LIBOR for the next
Interest Period will be set equal to the rate of LIBOR for the then current
Interest Period.


Upon request from any
holder of the Notes, the Calculation Agent will provide the Interest Rate in
effect for the Notes for the current Interest Period and, if it has been
determined, the Interest Rate to be in effect for the next Interest Period.


All percentages resulting
from any calculation of the Interest Rate on the Notes will be rounded to the
nearest one hundred-thousandth of a percentage point with five one millionths
of a percentage point rounded upwards (e.g., 9.876545%
(or .09876545) would be rounded to 9.87655% (or .0987655)), and all dollar amounts
used in or resulting from such calculation on the Notes will be rounded to the
nearest cent (with one-half cent being rounded upward).  Each calculation of the Interest Rate on the
Notes by the Calculation Agent will (in absence of manifest error) be final and
binding on the holders of the Notes and the Company.


The Interest Rate on the
Notes will in no event be higher than the maximum rate permitted by Illinois
law as the same may be modified by United States law of general application.


The Company will have the
right to redeem the Notes, in whole or in part, at any time after July 24,
2007, on at least 30 days’ but no more than 60 days’ prior written notice
mailed to the registered holders of the Notes to be redeemed (the applicable
date of any such redemption being referred to herein as the “Redemption Date”).  The “Redemption Price” will be equal to 100%
of the principal amount of the Notes to be redeemed, plus accrued and unpaid
interest on the principal amount being redeemed to, but excluding, the
Redemption Date.



 3
 






 



If money sufficient to
pay the Redemption Price of and accrued interest on the Notes (or portions
thereof) to be redeemed on the Redemption Date is deposited with the Trustee or
another paying agent for the Notes on or before the Redemption Date, then on
and after the Redemption Date, interest will cease to accrue on such Notes (or
such portion thereof) called for redemption and such Notes (or portions
thereof) shall be deemed not to be entitled to any benefit under the Indenture
except to receive payment of the Redemption Price together with interest
accrued thereon to the Redemption Date. 
If any Redemption Date is not a Business Day, the Company will pay the
Redemption Price on the next Business Day without any interest or other payment
due to the delay.


If less than all of the
Notes are to be redeemed, the Company shall select in such manner as it shall
deem appropriate and fair in its discretion the particular Notes to be redeemed
as a whole or in part and shall thereafter promptly notify the Trustee in
writing of the Notes so to be redeemed. 
Notes shall be redeemed only in denominations of $1,000 or any integral
multiple of $1,000.


In case an Event of
Default (as defined in the Indenture) with respect to the Notes shall have
occurred and be continuing, the principal hereof may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.  The Indenture also provides that, prior to
any declaration accelerating the maturity of the Securities of any series, the
holders of a majority in aggregate principal amount of the Securities of such
series at the time outstanding may on behalf of the holders of all of the
Securities of such series waive any past default or Event of Default under the
Indenture and its consequences except a default in the payment of principal of,
or premium, if any, or interest on the Securities of such series.  Any such consent or waiver by the holder of
this Note (unless revoked as provided in the Indenture) shall be conclusive and
binding upon such holder and upon all future holders and owners of this Note
and any Security which may be issued in exchange or substitution herefor,
irrespective of whether or not any notation thereof is made upon this Note or
such other Securities.


The Indenture contains
provisions permitting the Company and the Trustee, with the consent of the
holders of not less than 66 2/3% in aggregate principal amount of the
Securities of each series to be affected at the time outstanding, evidenced as
provided in the Indenture, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or modifying in any manner the
rights of the holders of the Securities of such series; provided, however, that
no such supplemental indenture shall (i) extend the fixed maturity on any
Security of such series, or reduce the rate or extend the time of payment of
interest thereon, or reduce the principal amount thereof or any premium
thereon, or extend the time of or reduce the amount of any mandatory sinking
fund payment, or make the principal of any Security or any premium or interest
thereon payable in any coin or currency other than that provided for in the
Securities of such series or adversely affect the rights of the Securityholders
to institute suit for the enforcement of any payment of principal of or
premium, if any, or interest on any Security of such series, in each case
without the consent of the holder of each Security so affected, or (ii) reduce
the aforesaid percentage of Securities, the holders of which are 



 4
 






 



required to consent to any such supplemental
indenture, without the consent of the holders of all Securities of such series
then outstanding.


No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and interest
on this Note at the place, at the respective times, at the rate and in the coin
or currency herein prescribed.


The Notes are issued in registered form without
coupons in denominations of $1,000 or any integral multiple of $1,000. In the
manner and subject to the limitations provided in the Indenture, but without
the payment of any service charge, Notes may be exchanged for an equal
aggregate principal amount of Notes of other authorized denominations at the
principal executive office of the Company or, at the option of the registered
holder thereof, at its office or agency maintained for such exchange in the
City of Chicago, State of Illinois, or the Borough of Manhattan, The City and
State of New York.


The Notes are not entitled to the benefit of, and are
not subject to, any mandatory or optional sinking fund.


Except as otherwise provided in this Note, upon due
presentment for registration of transfer of this Note at the principal
executive offices of the Company or, at the option of the person making presentment
for registration of transfer, at its office or agency maintained for such
registration in the City of Chicago, State of Illinois or the Borough of
Manhattan, The City and State of New York, a new Note or Notes of authorized
denomination for any equal aggregate principal amount will be issued to the
transferee in exchange herefor, subject to the limitations provided in the
Indenture, without charge except for any tax or other governmental charge
imposed in connection therewith.


The Company, the Trustee, any paying agent or
Authenticating Agent and any Security Registrar may deem and treat the
registered holder hereof as the absolute owner of this Note (whether or not
this Note shall be overdue and notwithstanding any notation of ownership or
other writing hereon) for the purpose of receiving payment hereof or on account
hereof, as herein and in the Indenture provided, and for all other purposes,
and neither the Company nor the Trustee nor any paying agent nor any
Authenticating Agent nor any Security Registrar shall be affected by any notice
to the contrary. All such payments shall effectively satisfy and discharge the
liability upon this Note to the extent of the sum or sums so paid.


No recourse for the payment of the principal of or
interest on this Note, or for any claim based hereon or otherwise in respect
hereof, and no recourse under or upon any obligation, covenant or agreement of
the Company contained in the Indenture or in any supplemental indenture, or in
this Note, or because of the creation of any indebtedness represented hereby,
shall be had against any incorporator, stockholder, officer or director as
such, past, present or future, of the Company or any successor corporation,
either directly or through the Company or any successor corporation, whether by
virtue of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or 



 5
 






 



otherwise, all such liability being, by the acceptance
hereof and as a part of the consideration for the issue hereof, expressly waived
and released.


This Note shall not be valid or become obligatory for
any purpose until the certificate of authentication hereon shall have been
signed by the Trustee under the Indenture referred to below.


All capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to such terms in the Indenture.


[Remainder of page intentionally left blank.]


 



 6














 


IN WITNESS WHEREOF, Brunswick Corporation has caused
this instrument to be signed in its name by the signature one of its Vice
Presidents and an imprint of its corporate seal to be affixed hereto, and
attested by the signature of its Secretary.


	
  Dated:   July
  24, 2006

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BRUNSWICK CORPORATION

  
	
   

  	
   

  	
   

  
	
  [Seal]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:  William
  L. Metzger

  
	
   

  	
   

  	
  Title:    Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name: 
  Marschall I. Smith

  	
   

  	
   

  
	
  Title:   Vice President, General Counsel and
  Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Trustee’s
  Certificate of Authentication

  
	
   

  	
   

  	
   

  
	
  This is one of
  the Securities of the series designated therein referred to in the
  within-mentioned Indenture

  
	
   

  	
   

  	
   

  
	
  Dated:   July 24, 2006

  	
  BNY MIDWEST TRUST COMPANY,

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Officer