Exhibit 10.2


 


2005 Restricted Stock Unit Grant
Terms and Conditions


Pursuant to the Brunswick Corporation 2003 Stock
Incentive Plan (the “Plan”)


 


	
  Purpose

  	
  To
  encourage retention of key managers so as to support the execution of
  business strategies and achieve future goals.

   

  
	
  Restricted

  Stock Unit

  Grant

   

  	
  Restricted
  Stock Units valued on the same basis as Brunswick Corporation common stock
  where one unit equals one share. 
  Dividend equivalents will be reinvested in additional restricted stock
  units.  There are no voting rights
  attached to restricted stock units.

   

  
	
  Grant
  Date

  	
  January
  31, 2005

  
	
  Vesting

  	
  Restricted
  stock units will vest three years from date of grant, subject to continued
  employment or on a Change in Control (as defined in the Plan).

   

  
	
  Termination
  of

  Employment

  	
  Forfeiture
  of restricted stock units in the event employment terminates prior to
  vesting, except:

  •    Prorata vesting if age and years of
  service equals 65 or more.

  •    Full vesting in the event of death or
  permanent and total disability (as defined below).



  
	
  Timing
  of

  Distribution

  	
  Distributions
  will occur as soon as practical after the vesting date.

   

  
	
  Tax

  Withholding

   

  	
  Tax
  withholding liability (to meet required FICA, federal, state, and local
  withholding) must be paid in cash or via share reduction upon distribution.

   

  
	
  Form
  of

  Distribution

   

  	
  Shares
  will be deposited to your existing Dividend Reinvestment Plan account or, if
  one is not currently on record, deposited into a newly created account.  Stock certificates will be issued on
  request.

   

  
	
  Additional

  Terms and

  Conditions

  	
  Grants
  are subject to the terms of the Plan. 
  To the extent any provision herein conflicts with the Plan, the Plan
  shall govern.  The Human Resources and
  Compensation Committee of the Board administers the Plan.  The Committee may interpret the Plan and
  adopt, amend and rescind administrative guidelines and other rules as deemed
  appropriate.  Committee determinations
  are binding.

   

  Permanent
  disability means the inability, by reason of a medically determinable
  physical or mental impairment, to engage in any substantial gainful activity,
  which condition, in the opinion of a physician selected by the Committee, is
  expected to have a duration of not less than 120 days.

   

  The
  Plan may be amended, suspended or terminated at any time.  The Plan will be governed by the laws of
  the State of Illinois, without regard to
  the conflict of law provisions of any jurisdiction.

  



 


Nothing contained in
these Terms and Conditions or the Plan constitutes or is intended to create a
contract of continued employment. 
Employment is at-will and may be terminated by either the employee or
Brunswick (including affiliates) for any reason at any time.


Questions should be directed
to


Lesley Harling


Shareholder Services


Brunswick Corporation


1 N. Field Court


Lake Forest, Illinois
60045-4811


847-735-4294


lesley.harling@brunswick.com