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                                                                   EXHIBIT 10.20


                          PLEDGE AND SECURITY AGREEMENT


                  THIS PLEDGE AND SECURITY AGREEMENT (this "Agreement") is made
as of the 6th day of October, 1997 by and between Andrew Hines, an individual
residing at 20 Saddle River Road, Far Hills, New Jersey 07931 (the "Debtor"),
and Outboard Marine Corporation, a Delaware corporation with an office at 100
Sea Horse Drive, Waukegan, Illinois 60085 (the "Secured Party").

                              W I T N E S S E T H:

                  WHEREAS, the Secured Party has loaned the Debtor, in the
aggregate, $210,000 (the "Loan") to purchase 11,666.66 shares (together with any
and all dividends, distributions, conversions and substitutions thereof, the
"Purchase Money Shares") of the common stock, par value $.01 per share (the
"Common Stock"), of the Secured Party, and the Debtor has delivered to the
Secured Party a promissory note of even date herewith in the principal amount of
$210,000 due October 6, 2000, substantially in the form of Exhibit A hereto (the
"Note");

                  WHEREAS, the Secured Party desires security for the payment of
the Note in the form of a pledge to the Secured Party by the Debtor of (i) the
Purchase Money Shares, (ii) the 2,777.78 shares of Common Stock purchased by the
Debtor pursuant to Section 5(a) of his Employment Agreement (as defined below)
(such shares, together with any and all dividends, distributions, conversions
and substitutions thereof, the "Supplemental Shares", and collectively with the
Purchase Money Shares, the "Pledged Shares") of, and (iii) any and all other
shares of Common Stock hereafter acquired by Debtor as a result of the exercise
of stock options granted to Debtor by the Secured Party or otherwise (together
with any and all dividends, distributions, conversions and substitutions
thereof, "Additional Shares", and collectively with the Pledged Shares, the
"Pledged Collateral"), and the Debtor is willing to pledge the Pledged
Collateral upon the terms and conditions hereinafter set forth; and

                  WHEREAS, in order to induce the Secured Party to make the Loan
and accept the Note, the Debtor has made certain representations, warranties and
covenants to Secured Party, as set forth herein;

                  NOW, THEREFORE, to induce the Secured Party to make the Loan
and accept the Note and for other good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged, the Debtor and the Secured Party
hereby agree as follows:
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                  1.       PLEDGE OF SECURITIES

                           1.1.      Pledge.  As security for the prompt payment
of all indebtedness, in the aggregate, due under the Note (the "Indebtedness"),
the Debtor hereby pledges, assigns, hypothecates, transfers and delivers to the
Secured Party, and grants to the Secured Party a first lien on and perfected
security interest in the Pledged Shares of the Secured Party which constitute
all of the shares of the Secured Party currently owned by the Debtor. As further
security for the Indebtedness, the Debtor hereby agrees to pledge, assign,
hypothecate, transfer and deliver to the Secured Party, and grant to the Secured
Party a first lien on and a perfected security interest in any Additional Shares
upon becoming the record owner thereof.

                           1.2.      Stock Dividends; Distributions.  If, while
this Agreement is in effect, the Debtor or any permitted transferee(s) of the
Pledged Collateral shall become entitled to receive or do receive any stock
certificate (including, without limitation, any certificate representing a stock
dividend or distribution in connection with any reclassification, increase or
reduction of capital or issued in connection with any reorganization), option or
rights, whether in substitution of or in exchange for any shares of Pledged
Collateral, the Debtor and its transferee(s) agree to accept the same as the
Secured Party's agent and to hold the same in trust on behalf of the Secured
Party and to deliver the same forthwith to the Secured Party in the exact form
received, with the endorsement of the Debtor or its transferee(s), as
applicable, when necessary, together with undated stock powers duly executed in
blank and signature guarantees (if requested by the Secured Party), to be held
by the Secured Party subject to the terms of this Agreement, as collateral
security for satisfaction of the Indebtedness. Any sums paid upon or in respect
of the Pledged Collateral upon the partial or full liquidation or dissolution of
the Secured Party shall be paid to the Secured Party and shall be applied to
reduce the Indebtedness; and in case any distribution of capital is made on or
in respect of the Pledged Collateral or any property shall be distributed upon
or with respect to the Pledged Collateral pursuant to a recapitalization or
reclassification of the capital of the Secured Party or pursuant to the
reorganization thereof, the property so distributed will be duly retained by the
Secured Party as collateral security for payment of the Indebtedness.

                           1.3.      Cash Dividends; Voting Rights.  Unless an
Event of Default, as defined in Section 5, has occurred and is continuing, (i)
the Debtor or any transferee of the Pledged Collateral shall be entitled to
receive all cash dividends paid in 


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respect of the Pledged Collateral, subject to the Debtor's obligation to apply
any such payments (net of taxes thereon) to the prepayment of the Indebtedness
as set forth in Section 5(a) hereof and (ii) the Debtor or any transferee of the
Pledged Collateral shall have the right, from time to time, to vote and give
consents with respect to the Pledged Collateral or any part thereof for all
purposes not inconsistent with the provision of this Agreement.

                  1.4. Delivery of Pledged Collateral. Immediately upon
execution of this Agreement, the Debtor shall deliver to the Secured Party
certificates representing all of the Pledged Stock, together with appropriate
undated stock powers duly executed in blank. Immediately upon becoming a record
owner of any and all Additional Shares, the Debtor hereby agrees to deliver to
the Secured Party certificates representing all such Additional Shares, together
with appropriate undated stock powers duly executed in blank.

                  2.       WARRANTY OF OWNERSHIP

                           The Debtor will be the beneficial owner of the
Pledged Shares, free and clear of all liens, claims, encumbrances or other
rights of third parties of whatever kind or nature, other than the pledge
created by this Agreement. There are no outstanding options, rights, warrants or
any agreements or commitments with respect to the purchase or transferability of
the Pledged Shares. The Debtor has full power, authority and legal right to
pledge all of the Pledged Shares and grant the security interest therein
pursuant to this Agreement. The pledge, assignment and delivery of the Pledged
Shares will create a valid first lien on and a first perfected security interest
in such shares of the Pledged Shares and the proceeds thereof and the pledge
made pursuant thereto will not be in violation of any existing restrictions upon
transfer of the Pledged Shares, or, alternatively, there has been compliance
with all such applicable restrictions.

                  3.       ADDITIONAL SHARES

                  The Debtor agrees that it will (a) pledge hereunder,
immediately upon its acquisition thereof, any and all Additional Shares, and (b)
promptly (and in any event within three business days) deliver to the Secured
Party an amendment hereto, duly executed by the Debtor, substantially in the
form of Exhibit B attached hereto, in respect of the Additional Shares (each, a
"Pledge Amendment"), together with all certificates or instruments representing
or evidencing the same. The Debtor 

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hereby (i) authorizes the Secured Party to attach each Pledge Amendment to this
Agreement, (ii) agrees that all Additional Shares listed on any Pledge Amendment
delivered to the Secured Party shall for all purposes hereunder constitute
Pledged Collateral, and (iii) is deemed to have made, upon such delivery, the
representations and warranties contained in Section 2 hereof with respect to
such Additional Shares.

                  4.       TRANSFERABILITY OF PLEDGED COLLATERAL

                           4.1.      Permitted Transfers; Liability of
Transferees. Notwithstanding anything to the contrary herein, in the Note, or in
the Employment Agreement, the Debtor and any of its successors, transferees or
assignees may not sell, assign or transfer record and beneficial ownership of
any or all of the Pledged Collateral or the Released Shares (a "Sale") to any
third party, without the express prior written consent of the Secured Party;
provided, however, that the net proceeds resulting from such Sale shall be
applied to reduce the Indebtedness in accordance with the terms of the Note.

                           4.2.      Covenant Against Encumbrances.  The Debtor
and its permitted successors, transferees and assignees shall not repledge or
hypothecate any of the Pledged Collateral or otherwise create, assume or permit
to exist any claim or lien on or security interest in any of the Pledged
Collateral.

                  5.       DEFAULT AND REMEDIES

                           (a)  The following shall constitute an Event of
Default under this Agreement:

                                (i)  the Debtor fails to make any payment of
                                     principal or interest under the Note and
                                     such default continues unremedied for ten
                                     (10) days after notice thereof is given by
                                     the Secured Party to the Debtor, or the
                                     Note becomes due as a result of the
                                     termination of the Debtor's employment with
                                     the Secured Party;

                               (ii)  the Debtor (i) fails or is unable to pay
                                     its debts generally as they become due,
                                     (ii) commences a voluntary case in
                                     bankruptcy or any other action or
                                     proceeding for any other relief under any
                                     law affecting creditors' rights that is
                                     similar to a bankruptcy law, (iii) consents
                                     by answer or otherwise to the 


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                                     commencement against him of any involuntary
                                     case in bankruptcy or any other such action
                                     or proceeding, (iv) applies for or consents
                                     to the appointment of, or the taking of
                                     possession by, a receiver, liquidator,
                                     assignee, custodian, trustee, conservator,
                                     sequestrator or other similar official of
                                     or of any substantial part of his property,
                                     (v) a receiver, liquidator, assignee,
                                     custodian, trustee, conservator,
                                     sequestrator or other similar official is
                                     appointed to take possession of any
                                     substantial part of the Debtor's property
                                     without his consent, or (vi) a court enters
                                     an order for relief or a decree in an
                                     involuntary case in bankruptcy or any other
                                     action or proceeding in respect of Debtor
                                     or any substantial part of his property
                                     under any law affecting creditors' rights
                                     that is similar to bankruptcy law;

                              (iii)  the Debtor defaults in the performance of
                                     any covenant contained herein and such
                                     default is not cured within thirty (30)
                                     days after notice thereof; or

                               (iv)  any of the warranties or representations
                                     contained in this Agreement shall have been
                                     untrue in any material respect when made.

                           (b) Upon the occurrence of an Event of Default the
Secured Party shall have the right to take the following actions with respect to
the Pledged Collateral and any other collateral held as security for the
Indebtedness:

                                (i)  collect by legal proceedings or otherwise
                                     all dividends and other sums now or
                                     hereafter payable on account of the Pledged
                                     Collateral and any other collateral held as
                                     security for the Indebtedness;

                               (ii)  apply, set off, collect, or sell in one or
                                     more sales upon the sending of ten (10)
                                     days' notice to the Debtor (which notice
                                     Debtor agrees is commercially reasonable),
                                     the whole or any part of the Pledged
                                     Collateral and any other collateral held as
                                     security for the Indebtedness in such order
                                     as the Secured Party or any holder of the


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                                     Note may elect, and any such sale may be
                                     made either in a public or private sale at
                                     its place of business or elsewhere, or at
                                     any broker's board or securities exchange,
                                     either for cash or upon credit or for
                                     future delivery, and the Secured Party or
                                     any other holder of the Note may be the
                                     purchaser of any or all of the Pledged
                                     Collateral or any such other collateral so
                                     sold and hold the same thereafter in its
                                     own right free from any claim of the
                                     Debtor. Each sale shall be made to the
                                     highest bidder, but the Secured Party
                                     reserves the right to reject any and all
                                     bids at such sale which, in its sole
                                     discretion, it shall deem inadequate.
                                     Demands of performance, except as otherwise
                                     herein specifically provided for, notices
                                     of sale, advertisements and the presence of
                                     property at sale are hereby waived and any
                                     sale hereunder may be conducted by any
                                     auctioneer or any officer or agent of the
                                     Secured Party; and

                              (iii)  between the time of the occurrence of the
                                     Event of Default and the date of sale of
                                     the Pledged Collateral, exercise as to the
                                     Pledged Collateral all the rights, powers
                                     and remedies of an owner other than the
                                     right to vote the Pledged Collateral.

Proceeds of the sale of any of the Pledged Collateral and any other collateral
held as security for the Indebtedness and all sums received or collected by the
Secured Party or any holder of the Note from or on account of the Pledged
Collateral shall be applied to the payment of reasonable expenses incurred or
paid in connection with any sale, transfer or delivery of the Pledged Collateral
or such other collateral, to the payment of any other reasonable costs, charges,
attorneys' fees or expenses mentioned herein, and to the payment of the
Indebtedness of the Debtor or any part thereof, all in such order and manner as
Secured Party or any holder of the Note in its discretion may determine. The
balance of such proceeds, if any, shall be returned to the record owner of the
Pledged Collateral.

                  6.       RELEASE OF STOCK

                           6.1.  Upon the termination of the employment of
the Debtor with the Secured Party as a result of an event 


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specified in clause (c), (d) or (e) of Section 9 of the Employment Agreement,
dated as of October 6, 1997, between the Debtor and the Secured Party (the
"Employment Agreement"), or as a result of the death of the Debtor, the Secured
Party or any other holder of the Note shall release both the Supplemental Shares
and the Additional Shares (collectively, upon such release, the "Released
Shares") from the lien and security interest of this Agreement.

                           6.2. Upon payment in full of all Indebtedness due
under the Note, the Secured Party or any other holder of the Note shall release
the Pledged Collateral and any other collateral then held as security for the
Indebtedness from the lien and security interest of this Agreement.

                  7.       MISCELLANEOUS

                           7.1. The Debtor hereby waives any and all rights
which he may have to require the Secured Party to proceed against any person or
any collateral or to pursue any other remedy prior to enforcing his rights
hereunder as well as any and all rights which he may have as a result of any
extension or postponement of the time of payment or any other indulgence by the
Secured Party or release of collateral, and hereby consents to any or all such
action taken by the Secured Party.

                  The Debtor hereby releases the Secured Party from any claims,
causes of action and demands at any time arising out of or with respect to this
Agreement, the Note, the use of the Pledged Collateral or any other collateral
pledged to secure the Indebtedness and/or any actions taken or omitted to be
taken by Secured Party with respect thereto, and the Debtor agrees to hold
Secured Party harmless from and with respect to any and all such claims, causes
of action and demands, except with respect to acts or omissions constituting
gross negligence or willful misconduct. The Secured Party's prior recourse to
any part or all of the Pledged Collateral or any other collateral pledged to
secure the Indebtedness shall not constitute a condition of any demand, suit or
proceeding for payment or collection of the Note, nor shall any demand, suit or
proceeding for payment or collection of the Note constitute a condition of any
recourse by Secured Party to the Pledged Collateral or such other collateral. No
act, failure or delay by Secured Party shall constitute a waiver of its rights
and remedies hereunder or otherwise. No single or partial waiver by Secured
Party of any covenant, warranty, representation, default, right or remedy which
Secured Party may have shall operate as a waiver of any other covenant,
warranty, representation, default, right or remedy or of the same covenant,


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warranty, representation, default, right or remedy on a future occasion.

                           7.2.      All notices hereunder shall be in writing
and hand-delivered, telecopied or sent by overnight courier service or
registered or certified mail, postage prepaid, to the address of the parties set
forth hereinabove or to the address of any transferee of the Pledged Collateral
provided to the Debtor, or to such other address as way be designated in a
notice pursuant hereto; provided, that a copy of all notices hereunder sent to
the Secured Party shall be sent to Greenmarine Holdings LLC, 277 Park Avenue,
27th Floor, New York, New York 10172, attention: Gary Duberstein. All such
notices shall be deemed duly given upon receipt or upon refusal if properly
delivered.

                           7.3.      This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and assigns
in interest, and this Agreement is to be construed and performed in accordance
with the laws of New York without giving effect to the principles of conflicts
of law thereunder. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original and one and the same agreement.

                           7.4.      This Agreement may not be changed orally,
but only by an agreement in writing and signed by the party against whom
enforcement of any waiver, change, modification or discharge is sought.

                           7.5.      The parties hereto agree that each section
and provision herein shall be treated as a separate and independent clause, and
the enforceability of any one clause shall in no way impair the enforceability
of any other clauses herein. If at any time in the future any one or more of the
sections or provisions contained in this Agreement shall for any reason be held
to be excessively broad as to scope, activity or subject so as to be
unenforceable, such sections or provisions shall be construed by limiting and
reducing them, so as to be enforceable to the extent compatible with the
applicable law as it shall then appear.


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                  IN WITNESS WHEREOF, the undersigned have caused this Pledge
and Security Agreement to be executed the day and year first above written.


                                            /s/ Andrew Hines
                                     ------------------------------------
                                     Debtor:  Andrew Hines



                                     Secured Party:

                                     OUTBOARD MARINE CORPORATION



                                     By:      /s/ Gary K. Duberstein
                                         --------------------------------
                                        Name:  Gary K. Duberstein
                                        Title: Vice Chairman of the Board


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                                    Exhibit B

                            FORM OF PLEDGE AMENDMENT


                           This Pledge Amendment, dated ____________________,
         ____, is delivered pursuant to Section 3 of the Pledge and Security
         Agreement referred to below. The undersigned hereby agrees that this
         Pledge Amendment may be attached to the Pledge and Security Agreement,
         dated as of October 6, 1997, between the undersigned and Outboard
         Marine Corporation and that the Additional Shares listed on this Pledge
         Amendment shall be and become part of the Pledged Collateral referred
         to in the Pledge and Security Agreement and shall secure all
         Indebtedness of the undersigned. The terms defined in the Pledge and
         Security Agreement are being used herein as therein defined.



                                            By: ________________________________
                                                name:


                                    Stock
                                 Certificate                      Number
Issuer               Class of Stock        No(s).         Par Value   of Shares
------               --------------        ------         ---------   ---------






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