exhibit10_8.htm


    Exhibit 10.8

     

    
      Attachment
A

      BRUNSWICK
CORPORATION

      


      SUPPLEMENTAL
PENSION PLAN

      


      (As
Amended and Restated Effective February 3, 2009)

       

      Section
1

       

      GENERAL

       

      1.1 History and
Purpose.  Brunswick Corporation, a Delaware corporation (the
“Company”), previously established the Brunswick Supplemental Pension Plan (the
“Plan”) for eligible employees to provide benefits that, when added to the
benefits payable on their account under the Brunswick Pension Plan for Salaried
Employees (the “Pension Plan”), will equal the benefits which would have been
payable on their account under the Pension Plan but for the limitations imposed
on such benefits by Sections 401(a)(17) and 415 of the Internal Revenue Code of
1986, as amended (the “Code”).

       

      1.2 Effective
Date.  The Plan was originally effective January 1, 1981 and
has been amended from time to time since that date.  The Plan was most
recently amended and restated, generally effective as of January 1, 2009, to
satisfy the requirements of Section 409A of the Code and shall be construed and
interpreted consistent therewith.   The Plan is being further
amended and restated to freeze benefit accruals as of December 31,
2009.  This amendment and restatement of the Plan shall apply to
Participants who terminated employment after December 31, 2004 and who did not
commence benefits under the Pension Plan prior to January 1,
2009.  The benefits of Participants who terminated employment prior to
January 1, 2005 shall be administered in accordance with the terms of the Plan
in effect prior to such date.  The benefits of Participants who
terminated employment after December 31, 2004 and commenced benefits under the
Pension Plan prior to January 1, 2009 shall be administered in accordance with
the special transition rules set forth in Internal Revenue Service Notice
2007-86.

       

      1.3 Freezing of Accruals
December 31, 2009.  Notwithstanding any provision of the Plan
to the contrary, no additional benefits shall accrue under this Plan after
December 31, 2009.

       

      1.4 Definitions.  The
following words and phrases as used herein shall have the following
meaning:

       

      
        	
                (a)  

              	
                Deferred
      Compensation Agreement.  A “Deferred Compensation Agreement”
      means a contract or election form under which an employee defers receipt
      of current compensation (including employment contracts containing
      provisions for deferral of compensation) and under which the Company is
      required to make supplemental payments to the extent that the benefits
      payable to or on account of such employee under the provisions of the
      Pension Plan are reduced by reason of such
  deferral.

              


      

       

      
        	
                (b)  

              	
                Adjusted
      Earnings.  An employee’s “Adjusted Earnings” for any calendar
      year means an amount equal to the sum
of:

              


      

       

      
        	
                (1)  

              	
                The
      employee’s Earnings (as defined in the Pension Plan) for that year without
      regard to any limitations on the dollar amount of earnings set forth in
      the Pension Plan or in Section 401(a)(17) of the Code;
  plus

              


      

       

      
        	
                (2)  

              	
                the
      amount of any compensation deferred by the employee during that year
      pursuant to the terms of a Deferred Compensation
  Agreement.

              


      

       

      
        	
                (c)  

              	
                Change
      in Control.  “Change in Control” of the Company shall have the
      meaning ascribed to such term under Code Section 409A and applicable
      regulations issued thereunder; provided, however, in no event shall an
      acquisition of assets under Treasury Regulation 1.409A-3(i)(5)(vii)
      constitute a change in control event, unless such event is also a sale or
      disposition of all or substantially all of the Company’s
      assets.

              


      

       

      1.5 Plan
Administration.  The authority to control and manage the
operation and administration of the Plan shall be vested in the Human Resource
and Compensation Committee of the Board of Directors of the Company (the
“Committee”).  In controlling and managing the operation and
administration of the Plan, the Committee shall have the power and authority to
interpret and construe the provisions of the Plan, to determine the amount of
benefits and the rights or eligibility of employees or Participants under the
Plan and shall have such other power and authority as may be necessary to
discharge its duties hereunder.

       

      The
Committee may allocate all of any portion 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 may be revoked by the Committee
at any time.  Until the Committee takes action to the contrary, the
powers and responsibilities of the Committee shall be delegated to the Vice
President and Chief Human Resources Officer (or his delegate) of the Company,
subject to such direction as may be provided to the Vice President and Chief
Human Resources Officer or his delegate from time to time by the
Committee.

       

      1.6 Source of Benefit
Payments.  The amount of any benefit payable under the Plan
shall be paid from the general revenues of the Company.

       

      1.7 Applicable
Laws.  The Plan shall be construed and administered in
accordance with 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 Number.  Where
the context admits, words in the singular shall include the plural and the
plural shall include the singular.

       

      
        
          
          

        

        
          1

          
          

        

        
          
          

        

      

       

      1.9 No Enlargement of Employment
Rights.  Nothing herein contained shall be construed to give
any Participant the right to be retained in the employment of the Company or to
limit the right of the Company to terminate the employment of any Participant at
any time.

       

      1.10 Claims
Procedures.  The claims procedures applicable to claims and
appeals of denied claims under the Pension Plan shall apply to any claims for
benefits under the Plan and appeals of any such denied claims.

       

      1.11 Notices.  Any
notice or document required to be filed with the Committee under the Plan shall
be properly filed if delivered or mailed by registered mail, postage prepaid, to
the Committee, in care of the Company, at its principal executive
offices.  The Committee may, in its discretion, designate another
individual or entity and address for the filing of notices.  Any
notice require under the Plan may be waived by the person entitled to
notice.

       

      1.12 Limitations on
Provisions.  The provisions of the Plan and the benefits
provided hereunder shall be limited as described herein.  Any benefit
payable under the Pension Plan shall be paid solely in accordance with the terms
and conditions of the Pension Plan, and nothing in this Plan shall operate or be
construed in any way to modify, amend, or affect the terms and provisions of the
Pension Plan.

       

      Section
2

       

      PARTICIPATION

       

      Participants
in the Plan shall be:

      


      
        	
                (a)  

              	
                Employee
      Participants:

              


      

       

      
        	
                (1)  

              	
                employees
      whose benefits payable under the Pension Plan, as amended from time to
      time, are limited by reason of application of Sections 401(a)(17) or 415
      of the Code; and

              


      

       

      
        	
                (2)  

              	
                individuals
      described in (1) next above whose employment shall have been terminated by
      reason of retirement or otherwise.

              


      

       

      
        	
                (b)  

              	
                Beneficiary
      Participants:

              


      

       

      
        	
                (1)  

              	
                Subject
      to the provisions of subsection (b)(2), each individual who becomes
      entitled to a benefit under the Pension Plan on account of an employee’s
      or former employee’s death (“Pension Plan Beneficiary”) shall become a
      Participant in the Plan on the date on which such Beneficiary first
      becomes entitled to the benefit if such benefit is limited by reason of
      the application of Sections 401(a)(17) or 415 of the
  Code.

              


      

       

      
        	
                (2)  

              	
                Notwithstanding
      the provisions of subsection (b) (1), a Participant as described in
      subsection (a) may, from time to time, designate a beneficiary
      (“Designated Beneficiary”) to whom the benefits payable under the Plan on
      the Participant’s account will be paid in the event of Participant’s
      death.  If the Participant designates a beneficiary other than
      the Pension Plan Beneficiary, then, in lieu of the Pension Plan
      Beneficiary, the Designated Beneficiary shall become a Participant in the
      Plan at such time as the Designated Beneficiary becomes entitled to such
      benefit.  For purposes, of Section 3, the amount and term of the
      benefit payable to the Designated Beneficiary under the Plan shall be the
      same as if the Pension Plan Beneficiary had been the Designated
      Beneficiary and, to the extent applicable, shall be based on the life or
      life expectancy of the Pension Plan Beneficiary.  A Beneficiary
      designation in accordance with the provisions of this subsection (b) (2)
      shall be filed with the Administrator of the Plan while the Participant is
      alive and shall revoke all prior beneficiary designations filed under this
      Plan.

              


      

       

      Section
3

       

      AMOUNT
AND PAYMENT OF PLAN BENEFITS

       

      3.1 Amount of Plan
Benefits.  The benefit payable under the Plan to a Participant
as of any date shall be in an amount equal to:

       

      
        	
                (a)  

              	
                The
      benefit, expressed in the form of a single life annuity commencing at
      normal retirement date, that the Participant would have been entitled to
      receive under the Pension Plan as of the earlier of (i) December 31, 2009,
      or (ii) the date of the Participant’s termination of employment with the
      Company (or the date the benefit is being determined, if earlier),
      calculated as if the Participant’s Earnings for purposes of the Pension
      Plan were equal to the Participant’s Adjusted Earnings, determined without
      regard to the limitations imposed by Section 415 of the
    Code.

              


      

       

      
        
          
          

        

        
          2

          
          

        

        
          
          

        

      

       

      REDUCED
BY

      


      
        	
                (b)  

              	
                The
      benefit, expressed in the form of a single life annuity commencing at
      normal retirement date, that the Participant is actually entitled to
      receive under the Pension Plan as of that
date.

              


      

       

      The
benefit calculated under the foregoing formula shall be converted to an
actuarial equivalent lump sum value as of the date payments are to commence
under Section 3.2 and paid in monthly installments over a 10 year
period.  For purposes of the foregoing calculation, actuarial
equivalent present value shall be determined using the actuarial factors under
the Pension Plan as in effect on the date of such calculation.

       

      3.2 Payment of Plan
Benefits.  The lump sum benefit calculated under Section 3.1
will be paid to or on the account of the Participant in equal monthly
installments over a 10 year period, with the first installment to be made on the
later of: (i) the first day of the seventh month following the Participant’s
termination of employment, (ii) the first day of the month following the
Participant’s attainment of age 50 and five years of vesting service under the
Pension Plan, or (iii) July 1, 2010.  Notwithstanding the foregoing, a
Participant who terminates employment on or after January 1, 2005 and prior to
January 1, 2009 whose Plan benefits have not commenced prior to January 1, 2009
may elect a different time of payment by completing and submitting an election
form, in accordance with procedures established by the
Committee.  Such election must be submitted no later than December 31,
2008 and shall be irrevocable after such date.

       

      3.3 Payments to
Beneficiaries.  If the Participant dies before payment of Plan
benefits has commenced, any benefits payable to the Participant’s Beneficiary
under the Plan shall be converted to an actuarially equivalent lump sum and paid
in monthly installments over a period of 10 years, beginning on the first day of
the seventh month following the Participant’s death.  If the
Participant dies after payment of Plan benefits has commenced, any benefits
payable to the Participant’s Beneficiary shall be paid at the same time payment
would have been made to the Participant.

       

      3.4 Cash Out of Small
Benefits.  Notwithstanding any provision of the Plan to the
contrary, if the lump sum present value of a Participant’s benefit at the
Participant’s termination of employment is not greater than two times the
limitation then in effect under Code Section 402(g), payment shall be made
solely in the form of a lump sum as of the later of (i) the date that is seven
months after the Participant’s termination of employment, or (ii) July 1,
2010.

       

      3.5 Payment to Persons Under
Legal Disability.  In the event that any amount shall be
payable under this Plan to a Participant under legal or other disability who, in
the opinion of the Committee, is unable to administer such payment, the payments
shall be made to the legal conservator of the estate of such Participant or, if
no such legal conservator shall have been appointed, then to any individual (for
the benefit of such Participant) whom the Committee may from time to time
approve.

       

      3.6 Benefits May Not Be Assigned
or Alienated.  The benefits payable to any Participant under
the Plan may not be subject to any voluntarily or involuntarily assignment,
alienation, sale, transfer, pledge, encumbrance or charge prior to the actual
receipt thereof by the payee; and any attempt to anticipate, alienate, sell,
transfer, assign, pledge, encumber or charge prior to such receipt shall be
void; nor shall the Plan be in any manner liable for or subject to the debts,
contracts, liabilities, engagements or torts of any person entitled to any
benefit hereunder.  Notwithstanding the foregoing, vested Plan
benefits may be transferred to an alternate payee (within the meaning of Code
Section 414(p)(8)) pursuant to a domestic relations order that the Committee
determines satisfies the criteria set forth in paragraphs (1), (2), and (3) of
Code Section 414(p) (a “DRO”).  Any benefits payable to an alternate
payee under the Plan will be paid in an actuarial equivalent lump sum payment as
soon as practicable after the Committee determines the order satisfies the
requirements of a DRO.

       

      3.7 Withholding.  Notwithstanding
any provision of the Plan to the contrary, the Company may reduce amounts to be
paid to the Participant under this Plan, or may reduce any other forms of
compensation to the Participant, to comply with any applicable Federal, state or
local tax withholding requirements.

       

      3.8 Acceleration of
Benefits.  If a Participant’s termination of employment occurs
within the two year period following a Change in Control, payment shall be made
in the form of a single lump sum payment, as of the first day of the seventh
month following such termination of employment.

       

      Section
4

       

      AMENDMENT
AND TERMINATION

       

      4.1 Amendment and
Termination.  The Company reserves the right to amend or
terminate the Plan by action of its Board of Directors; provided, however, that
no such amendment or termination of the Plan and no amendment or termination of
the Pension Plan shall:

       

      
        	
                (a)  

              	
                reduce
      or impair the interests of Participants in benefits being paid under the
      Plan as at the date of amendment or termination, as the case may be;
      or

              


      

       

      
        	
                (b)  

              	
                reduce
      the aggregate amount of benefits subsequently payable to or on account of
      any employee under this Plan and the Pension Plan to an amount which is
      less than the amount that would have been so payable if the employee had
      retired immediately prior to such amendment or termination, as the case
      may be.

              


      

       

      4.2 Successors.  Subject
to the provisions of subsection 4.1, this Plan shall be binding upon any
assignee or successor in interest to the Company, whether by merger,
consolidation or the sale of substantially all of the Company’s
assets.


       

      
        
          
          

        

        
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