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                                                                    EXHIBIT 4.31


                          OUTBOARD MARINE CORPORATION

                    CERTIFICATE OF THE POWERS, DESIGNATIONS,

                         PREFERENCES AND RIGHTS OF THE

                     SERIES D CONVERTIBLE PREFERRED STOCK,

                            PAR VALUE $.01 PER SHARE

             Pursuant to Section 151 of the General Corporation Law

                            of the State of Delaware


          The following resolution was duly adopted by the Board of Directors of
Outboard Marine Corporation, a Delaware corporation (the "Corporation"),
pursuant to the provisions of Section 151 of the General Corporation Law of the
State of Delaware, on July __, 2000, by the unanimous written consent of the
Board of Directors of the Corporation:

          WHEREAS, the Board of Directors of the Corporation is authorized,
within the limitations and restrictions stated in the Certificate of
Incorporation of the Corporation, to provide by resolution or resolutions for
the issuance of shares of preferred stock, par value $.01 per share, of the
Corporation, in one or more series with such voting powers, full or limited, or
without voting powers, and such designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions as shall be stated and expressed in the resolution or
resolutions providing for the issuance thereof adopted by the Board of
Directors, and as are not stated and expressed in the Certificate of
Incorporation, or any amendment thereto, including (but without limiting the
generality of the foregoing) such provisions as may be desired concerning
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voting, redemption, dividends, dissolution or the distribution of assets and
such other subjects or matters as may be fixed by resolution or resolutions of
the Board of Directors under the General Corporation Law of the State of
Delaware; and

          WHEREAS, it is the desire of the Board of Directors of the
Corporation, pursuant to its authority as aforesaid, to authorize and fix the
terms of a series of preferred stock and the number of shares constituting such
series;

          NOW, THEREFORE, BE IT RESOLVED:

          1.  Designation and Number of Shares.  There shall be hereby
established a series of preferred stock designated as "Series D Convertible
Preferred Stock" (such series being hereinafter referred to as the "Series D
Preferred Stock").  The authorized number of shares of Series D Preferred Stock
shall be 200,000.  The initial liquidation preference of each share Series D
Preferred Stock upon issuance shall be $100 per share (the "Initial Liquidation
Preference").  As used herein, the "Liquidation Preference" of a share of Series
C Preferred Stock shall be an amount equal to the Initial Liquidation Preference
plus all amounts added thereto in accordance with Section 3(a) hereof.

          2.  Rank.  The Series D Preferred Stock shall, with respect to
dividend distributions and distributions of assets and rights upon the
liquidation, winding up and dissolution of the Corporation, rank (i) on parity
with the then outstanding shares of Parity Stock, and (ii) senior to all classes
of common stock of the Corporation (including, without limitation, the common
stock, par value $.01 per share, of the Corporation (the "Common Stock"), the
Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred
Stock and to each other class or series of capital stock of the Corporation
hereafter created other than Parity Stock (the Common Stock, the Series
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A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock
and each other class or series of capital stock of the Corporation other than
the Parity Stock are hereinafter collectively referred to as the "Junior
Stock")).

          3.  Dividends.

               (a)  Beginning on the date of issuance of the Series D Preferred
Stock, the holders of the outstanding shares of Series D Preferred Stock shall
be entitled to receive, when, as and if declared by the Board of Directors of
the Corporation, out of funds legally available therefor, cash dividends on each
share of Series D Preferred Stock at a quarterly rate equal to 3.75% of the then
current Liquidation Preference, payable in arrears on each Dividend Payment Date
commencing on the Initial Dividend Payment Date or the next succeeding Business
Day, if the applicable Dividend Payment Date is not a Business Day.
Notwithstanding the foregoing, the dividend payable on each share of Series D
Preferred Stock with respect to the Initial Dividend Period shall be equal to
the product of (i) 15% of the Initial Liquidation Preference multiplied by (ii)
a fraction the numerator of which is the actual number of days from (and
including) the Series D Preferred Stock Issue Date to (but excluding) the
Dividend Payment Date with respect to the Initial Dividend Period, and the
denominator of which is 365. If any dividend (or portion thereof) payable on any
Dividend Payment Date is not declared or paid in full on such Dividend Payment
Date, the amount of such dividend payable that is not paid on such date shall
automatically be added to and cause to be increased the then applicable
Liquidation Preference.  Each distribution on the Series D Preferred Stock shall
be payable to holders of record as they appear on the stock books of the
Corporation on such record dates, not less than ten (10) nor more than sixty
(60) days preceding the related Dividend Payment Date, as shall be fixed by the
Board of Directors of the Corporation.
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               (b)  All dividends paid with respect to shares of Series D
Preferred Stock pursuant to Section 3(a) shall be paid pro rata and in like
manner to all of the holders entitled thereto. No dividends or other
distributions may be declared or paid or set apart for payment on the Series D
Preferred Stock or any other Parity Stock, and no Parity Stock, including the
Series D Preferred Stock, may be repurchased, exchanged, redeemed or otherwise
acquired by the Corporation (other than upon conversion thereof in accordance
with the terms of such Parity Stock), nor may funds be set apart for payment
with respect thereto, unless such dividend, repurchase, exchange, redemption or
other acquisition (other than upon conversion thereof in accordance with the
terms of such Parity Stock) is applied pro rata and in a like manner to all
outstanding shares of Parity Stock.

               (c)  Nothing herein contained shall in any way or under any
circumstances be construed or deemed to require the Board of Directors of the
Corporation to declare, or the Corporation to pay or set apart for payment, any
dividends on shares of the Series D Preferred Stock at any time.

               (d)  Beginning on the Series D Preferred Stock Issue Date, if the
Board of Directors of the Corporation shall declare a dividend or make any other
distribution (including, without limitation, in cash or other property or
assets) to holders of shares of Common Stock (other than (i) dividends payable
in capital stock for which adjustment is made under Section 5(c)(i) or (ii)
subscription rights or warrants for which an adjustment is made under Section
5(c)(ii)), then the holders of each share of Series D Preferred Stock shall be
entitled to receive a dividend or distribution in an amount equal to the amount
of such dividend or distribution received by a holder of the number of shares of
Common Stock for which such share of Series D Preferred Stock is convertible on
the record date for such dividend or distribution.  Any such amount shall be
paid to
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the holders of shares of Series D Preferred Stock at the same time such
dividend or distribution is made to holders of Common Stock.  The foregoing
notwithstanding, so long as any shares of the Series D Preferred Stock are
outstanding, the Corporation shall not declare, pay or set apart for payment any
dividend on any shares of Junior Stock or make any payment on account of, or set
apart for payment money for a sinking or other similar fund for, the purchase,
redemption or other retirement of, any shares of Junior Stock or any warrants,
rights, calls or options exercisable for or convertible into any shares of
Junior Stock, or make any distribution in respect thereof, either directly or
indirectly, whether in cash, obligations or shares of the Corporation or other
property unless prior to such declaration, payment and set apart, the holders of
not less than 85% of the outstanding shares of Series D Preferred Stock shall
have consented thereto in writing.

          4.  Liquidation, Dissolution or Winding Up.

               (a)  In the event of any liquidation, dissolution or winding up
of the Corporation, either voluntary or involuntary, before any distribution or
payment to holders of Junior Stock, the holders of shares of Series D Preferred
Stock shall be entitled to be paid an amount equal to the greater of (i) the
Liquidation Preference, plus an amount in cash equal to the product of (x) 15%
of the then current Liquidation Preference, and (y) a fraction, the numerator of
which is the actual number of days from (and including) the most recent Dividend
Payment Date to (but excluding) the date fixed for liquidation, dissolution or
winding-up of the Corporation, and the denominator of which is 365, and (ii) the
amount that the holders of shares of Series D Preferred Stock would be entitled
to receive in connection with such liquidation, dissolution or winding up if all
of the holders of the Series D Preferred Stock had converted their shares
immediately prior to any
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relevant record date or payment in connection with such liquidation, dissolution
or winding up, in either case, before any payment or distribution is made to any
class or series of capital stock.

               (b)  If, upon any liquidation, dissolution or winding up of the
Corporation, the assets of the Corporation available for distribution to the
holders of outstanding shares of Parity Stock, including, without limitations,
outstanding shares of Series D Preferred Stock, shall be insufficient to permit
payment in full to such holders of the sums which such holders are entitled to
receive in such case, then all of the assets available for distribution to
holders of outstanding shares of Parity Stock, including, without limitations,
outstanding shares of Series D Preferred Stock, shall be distributed among and
paid to such holders ratably in proportion to the amounts that would be payable
to such holders if such assets were sufficient to permit payment in full.

               (c)  Neither the consolidation or merger of the Corporation with
or into any other Person nor the sale or other distribution to another Person of
all or substantially all the assets, property or business of the Corporation,
shall be deemed to be a liquidation, dissolution or winding up of the
Corporation for purposes of this Section 4.

          5.  Conversion.

               (a)  Stockholders' Right To Convert.  Each share of Series D
Preferred Stock shall be convertible, at the option of the holder thereof, at
any time, or from time to time, into fully paid and nonassessable shares of
Common Stock at the Conversion Price.  As used herein the "Conversion Price"
shall be $6.25 per share, subject to adjustment as set forth in this Section 5.

               (b)  Number of Shares of Common Stock Issuable upon Conversion.
The number of shares of Common Stock to be issued upon conversion of shares of
Series D Preferred Stock pursuant to Section 5(a) shall be equal to the product
of (i) a fraction, the numerator of which
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is the then current Liquidation Preference and the denominator of which is the
Conversion Price, and (ii) the number of shares of Series D Preferred Stock to
be converted.

               (c)  Antidilution Adjustments.  The Conversion Price shall be
adjusted from time to time in certain cases as follows:

                    (i)  Dividend, Subdivision, Combination or Reclassification
of Common Stock. If the Corporation shall, at any time or from time to time, (a)
declare a dividend on the Common Stock payable in shares of its capital stock
(including Common Stock), (b) subdivide the outstanding Common Stock, (c)
combine the outstanding Common Stock into a smaller number of shares, or (d)
issue any shares of its capital stock in a reclassification of the Common Stock
(excluding any such reclassification in connection with a consolidation or
merger in which the Corporation is the continuing corporation), then in each
such case, the Conversion Price in effect at the time of the record date for
such dividend or of the effective date of such subdivision, combination or
reclassification and the number and kind of shares of capital stock issuable on
such date shall be proportionately adjusted so that, in connection with a
conversion after such date, the holder of the Series D Preferred Stock shall be
entitled to receive the aggregate number and kind of shares of capital stock
which, if the conversion had occurred immediately prior to such date, the holder
would have owned upon such conversion and been entitled to receive by virtue of
such dividend, subdivision, combination or reclassification. Any such adjustment
shall become effective immediately after the record date of such dividend or the
effective date of such subdivision, combination or reclassification. Such
adjustment shall be made successively whenever any event listed above shall
occur. If a dividend is declared and such dividend is not paid, the Conversion
Price shall be adjusted to the Conversion Price in effect immediately prior to
such record date.
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                    (ii)  Issuance of Rights to Purchase Common Stock Below
Current Market Price or Conversion Price. If the Corporation shall, at any time
or from time to time, fix a record date for the issuance of rights or warrants
to all holders of Common Stock entitling them (for a period expiring within 45
calendar days after such record date) to subscribe for or purchase Common Stock
or securities convertible into Common Stock at a price per share of Common
Stock, or having a conversion price per share of Common Stock, if a security is
convertible into Common Stock (determined by dividing (x) the sum of (A) the
total consideration, if any, paid to the Corporation for such rights, warrants
or other securities convertible into Common Stock, and (B) the total
consideration payable to the Corporation upon exercise, conversion or exchange
of such rights, warrants or other securities convertible into Common Stock (the
sum of (A) and (B) being the "Conversion Consideration"), by (y) the total
number of shares of Common Stock covered by such rights, warrants or other
securities convertible into Common Stock), lower than either the Current Market
Price per share of Common Stock on such record date (or, if an ex-dividend date
has been established for such record date, on the day next preceding such ex-
dividend date) or the then current Conversion Price, then the current Conversion
Price shall be reduced to the price determined by multiplying (1) the Conversion
Price in effect immediately prior to such record date by (2) a fraction, the
numerator of which shall be the sum of (I) the number of shares of Common Stock
outstanding on such record date, plus (II) the quotient obtained by dividing the
Conversion Consideration by the Applicable Price, and the denominator of which
shall be the sum of (I) the number of shares of Common Stock outstanding on such
record date plus (II) the number of additional shares of Common Stock to be
offered for subscription or purchase (or the total number of shares of Common
Stock covered by such rights, warrants or other securities convertible into
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Common Stock). In case such price for subscription or purchase may be paid in a
consideration part or all of which shall be in a form other than cash, the value
of such consideration shall be determined in good faith by the Board of
Directors of the Corporation and shall be that value which is agreed upon by at
least 75% of the members thereof; provided, that if the holders of 25% of the
shares of Series D Preferred Stock object to such valuation as determined by the
Board of Directors within fifteen (15) days of receipt of written notice of such
valuation or, if 75% of the members of the Board of Directors of the Corporation
are unable to agree upon the value of such consideration, the value thereof
shall be determined by an independent investment bank of nationally recognized
stature that is selected by 75% of the members of the Board of Directors. Any
such adjustment shall become effective immediately after the record date for
such rights or warrants. Such adjustment shall be made successively whenever
such a record date is fixed. If such rights or warrants are not so issued, the
then current Conversion Price shall be adjusted to the Conversion Price in
effect immediately prior to such record date. The determination of whether any
adjustment is required under this Section 5(c)(ii) by reason of the sale and
issuance of rights, options, warrants or convertible or exchangeable securities
and the amount of such adjustment, if any, shall be made only at the time of
such issuance or sale and not at the subsequent time of issuance or sale of
Common Stock upon the exercise or conversion of such rights, warrant, options or
convertible or exchangeable securities. Upon the expiration of any such options,
warrants or rights, the termination of any such rights to convert or exchange or
the expiration of any options, warrants or rights related to such convertible or
exchangeable securities, the Conversion Price, to the extent in any way affected
by or computed using such options, warrants, rights or securities or options or
rights related to such securities, shall be recomputed to reflect the issuance
of only the number of shares of Common Stock
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actually issued upon the exercise of such options, warrants or rights, upon the
conversion or exchange of such securities or upon the exercise of the options or
rights related to such securities.

                    (iii)  Issuance of Common Stock Below Current Market Price
or Conversion Price. If the Corporation shall, at any time or from time to time,
sell or issue shares of Common Stock (regardless of whether originally issued or
from the Corporation's treasury), or rights, options, warrants or convertible or
exchangeable securities containing the right to subscribe for or purchase shares
of Common Stock (excluding (A) shares issued in any of the transactions
described in Section 5(c)(i) or (ii), (B) shares of Common Stock issued upon
conversion of any shares of Series A Preferred Stock, (C) shares of Common Stock
issued upon the exercise of Common Stock purchase warrants issued pursuant to
that certain Series A Preferred Stock and Warrant Purchase Agreement, dated
January 28, 2000, among the Corporation, Quantum Industrial Partners LDC and
Greenlake Holdings II LLC, (D) any shares of Series B Preferred Stock issued
upon the conversion the Subordinated Notes issued under that certain
Subordinated Note and Warrant Purchase Agreement, dated May 2, 2000, among the
Corporation, Quantum Industrial Partners LDC and Greenlake Holdings III LLC, (E)
shares of Common Stock issued upon the conversion of any shares of Series B
Preferred Stock, (F) shares of Common Stock issued upon exercise of Common Stock
purchase warrants issued by the Corporation pursuant to that certain
Subordinated Note and Warrant Purchase Agreement, dated May 2, 2000, among the
Corporation, Quantum Industrial Partners LDC and Greenlake Holdings III LLC, (G)
shares of Common Stock issued upon the conversion of any shares of Series C
Preferred Stock, (H) shares of Common Stock issued upon the exercise of Common
Stock purchase warrants issued pursuant to that certain Preferred Stock and
Warrant Purchase Agreement, dated May 31, 2000, among the Corporation, Quantum
Industrial Partners LDC
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and Greenlake Holdings III LLC, (I) shares of Common Stock issued upon the
conversion of any shares of Series D Preferred Stock, (J) Common Stock purchase
warrants issued pursuant to that certain Preferred Stock and Warrant Purchase
Agreement, dated July __, 2000, among the Corporation, Quantum Industrial
Partners LDC and Greenlake Holdings V LLC, and the shares of Common Stock
issuable upon the exercise of such warrants, and (K) options issuable pursuant
to bona fide employee benefit plans or arrangements approved or adopted by the
Corporation's Board of Directors, and the shares of Common Stock issuable on
exercise of such options) at a price per share of Common Stock (determined, in
the case of rights, options, warrants or convertible or exchangeable securities,
by dividing (x) the total consideration received or receivable by the
Corporation in consideration of the sale or issuance of such rights, options,
warrants or convertible or exchangeable securities, plus the total consideration
payable to the Corporation upon exercise or conversion or exchange thereof, by
(y) the total number of shares of Common Stock covered by such rights, options,
warrants or convertible or exchangeable securities) lower than either the
Current Market Price per share of Common Stock or the Conversion Price
immediately prior to such sale or issuance, then the Conversion Price shall be
reduced to the price determined by multiplying the Conversion Price in effect
immediately prior thereto by a fraction, the numerator of which shall be the sum
of (I) the number of shares of Common Stock outstanding immediately prior to
such sale or issuance, plus (II) the quotient obtained by dividing the aggregate
consideration received (determined as provided below) for such sale or issuance
by the Applicable Price, and the denominator of which shall be the total number
of shares of Common Stock outstanding immediately after such sale or issuance.
Such adjustment shall be made successively whenever such sale or issuance is
made. For the purposes of such adjustments, the shares of Common Stock which the
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holder of any such rights, options, warrants, or convertible or exchangeable
securities shall be entitled to subscribe for or purchase shall be deemed to be
issued and outstanding as of the date of such sale or issuance and the
consideration "received" by the Corporation therefor shall be deemed to be the
consideration actually received or receivable by the Corporation (plus any
underwriting discounts or commissions in connection therewith) for such rights,
options, warrants or convertible or exchangeable securities, plus the
consideration stated in such rights, options, warrants or convertible or
exchangeable securities to be payable to the Corporation for the shares of
Common Stock covered thereby. If the Corporation shall sell or issue shares of
Common Stock for a consideration consisting, in whole or in part, of property
other than cash or its equivalent, then in determining the "price per share of
Common Stock" and the "consideration" received or receivable by or payable to
the Corporation for purposes of the first sentence and the immediately preceding
sentence of this Section 5(c)(iii), the fair value of such property shall be
determined in good faith by the Board of Directors of the Corporation and shall
be the value which is agreed upon by at least 75% of the members thereof or if
75% of the members of the Board of Directors of the Corporation are unable to
agree upon the value of such consideration, the value thereof shall be
determined by an independent investment bank of nationally recognized stature
that is selected by 75% of the members of the Board of Directors. The
determination of whether any adjustment is required under this Section 5(c)(iii)
by reason of the sale and issuance of rights, options, warrants or convertible
or exchangeable securities and the amount of such adjustment, if any, shall be
made only at the time of such issuance or sale and not at the subsequent time of
issuance or sale of Common Stock upon the exercise or conversion of such rights,
options, warrants or convertible or exchangeable securities. Upon the expiration
of any such options, warrants or rights, the termination of any such rights to
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convert or exchange or the expiration of any options, warrants or rights related
to such convertible or exchangeable securities, the then current Conversion
Price, to the extent in any was affected by or computed using such options,
warrants, rights or securities or options or rights related to such securities,
shall be recomputed to reflect the issuance of only the number of shares of
Common Stock actually issued upon the exercise of such options, warrants or
rights, upon the conversion or exchange of such securities or upon the exercise
of the options or rights related to such securities.

               (d)  De Minimis Adjustments.  No adjustment of the then current
Conversion Price shall be made if the amount of such adjustment would result in
a change in the then current Conversion Price per share of less than $.10, but
in such case any adjustment that would otherwise be required to be made shall be
carried forward and shall be made at the time of and together with the next
subsequent adjustment, which together with any adjustment so carried forward,
would result in a change in the then current Conversion Price of at least $.10
per share.  Notwithstanding the provisions of the first sentence of this Section
5(d), any adjustment postponed pursuant to this Section 5(d) shall be made no
later than the earlier of (i) three years from the date of the transaction that
would, but for the provisions of the first sentence of this Section 5(d), have
required such adjustment and (ii) the date of any conversion of shares of Series
D Preferred Stock into shares of Common Stock.

               (e)  Fractional Shares.  Notwithstanding any other provision of
this Certificate of Designation or the Corporation's Certificate of
Incorporation, the Corporation shall not be required to issue fractions of
shares upon conversion of any shares of Series D Preferred Stock or to
distribute certificates which evidence fractional shares. In lieu of fractional
shares, the Corporation may pay therefore, at the time of any conversion of
shares of Series D Preferred Stock
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as herein provided, an amount in cash equal to such fraction multiplied by the
greater of the Current Market Price of a share of Common Stock on such date and
the Conversion Price.

               (f)  Reorganization, Reclassification, Merger and Sale of Assets
Adjustment. If there occurs any capital reorganization or any reclassification
of the Common Stock (other than a reorganization or reclassification that
results in an adjustment pursuant to provisions of Section 5(c) hereof), the
consolidation or merger of the Corporation with or into another Person (other
than a merger or consolidation of the Corporation in which the Corporation is
the continuing corporation and which does not result in any reclassification or
change of outstanding shares of Common Stock) or the sale, transfer or other
disposition of all or substantially all of the assets of the Corporation to
another Person, then each share of Series D Preferred Stock shall thereafter be
convertible into the same kind and amounts of securities (including shares of
stock) or other assets, or both, which were issuable or distributable to the
holders of outstanding Common Stock upon such reorganization, reclassification,
consolidation, merger, sale or conveyance (but only to the extent that a
dividend or distribution with respect thereto was not or is not made pursuant to
Section 3(d) hereof), in respect of that number of shares of Common Stock into
which such share of Series D Preferred Stock might have been converted
immediately prior to such reorganization, reclassification, consolidation,
merger, sale or conveyance; and, in any such case, appropriate adjustments (as
determined in good faith by the Board of Directors of the Corporation) shall be
made to assure that the provisions set forth herein (including provisions with
respect to changes in, and other adjustments of, the Conversion Price) shall
thereafter be applicable, as nearly as reasonably may be practicable, in
relation to any securities or other assets thereafter deliverable upon the
conversion of the Series D Preferred Stock.
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               (g)  Mechanics of Conversion.  The option to convert shall be
exercised by surrendering for such purpose to the Corporation, at any place
where the Corporation shall maintain a transfer agent for its Common Stock,
certificates representing the shares to be converted, duly endorsed in blank or
accompanied by proper instruments of transfer, and at the time of such
surrender, the Person in whose name any certificate for shares of Common Stock
shall be issuable upon such conversion shall be deemed to be the holder of
record of such shares of Common Stock on such date, notwithstanding that the
share register of the Corporation shall then be closed or that the certificates
representing such Common Stock shall not then be actually delivered to such
Person.

               (h)  Certificate as to Adjustments.  Whenever the Conversion
Price and the number of shares of Common Stock issuable, or the securities or
other property deliverable upon the conversion of the Series D Preferred Stock,
shall be adjusted pursuant to the provisions hereof, the Corporation shall
promptly give written notice thereof to each holder of shares of Series D
Preferred Stock at such holder's address as it appears on the transfer books of
the Corporation and shall forthwith file, at its principal executive office and
with any transfer agent or agents for the Series D Preferred Stock and the
Common Stock, a certificate, signed by the President or one of the Vice
Presidents of the Corporation, and by its Chief Financial Officer, its Treasurer
or one of its Assistant Treasurers, stating the adjusted Conversion Price, the
number of shares of Common Stock issuable, or the securities or other property
deliverable, per share of Series D Preferred Stock converted, calculated to the
nearest one-tenth of one cent or to the nearest one-hundredth of a share and
setting forth in reasonable detail the method of calculation and the facts
requiring such adjustment and upon which such calculation is based. Each
adjustment shall remain in effect until a subsequent adjustment hereunder is
required.
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               (i)  Reservation of Common Stock.  The Corporation shall at all
times reserve and keep available for issuance upon the conversion of the shares
of Series D Preferred Stock the maximum number of its authorized but unissued
shares of Common Stock as is reasonably anticipated to be sufficient to permit
the conversion of all outstanding shares of Series D Preferred Stock and shall
take all action required to increase the authorized number of shares of Common
Stock if at any time there shall be insufficient authorized but unissued shares
of Common Stock to permit such reservation or to permit the conversion of all
outstanding shares of Series D Preferred Stock.

               (j)  No Conversion Charge or Tax.  The issuance and delivery of
certificates for shares of Common Stock upon the conversion of shares of Series
D Preferred Stock shall be made without charge to the holder of shares of Series
D Preferred Stock for any issue or transfer tax, or other incidental expense in
respect of the issuance or delivery of such certificates or the securities
represented thereby, all of which taxes and expenses shall be paid by the
Corporation.

          6.  Redemption.

               (a) Redemption Demand.  Upon the demand of the holders of at
least 75% of the outstanding shares of Parity Stock made in writing to the
Corporation at any time after October 1, 2008 (a "Redemption Demand"), the
Corporation shall be required to redeem (i) all of the shares of Series D
Preferred Stock, at a redemption price per share equal to the Liquidation
Preference per share plus an amount in cash equal to the product of (x) 15% of
the then current Liquidation Preference, multiplied by (y) a fraction, the
numerator of which is the actual number of days from (and including) the most
recent Dividend Payment Date to (but excluding) the Redemption Date, and the
denominator of which is 365 (the "Redemption Price"), and (ii) all of the
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outstanding shares of each other series of Parity Stock in accordance with the
terms of such security, but only, in each case, to the extent that (A) funds are
legally available therefor and (B) such redemption would not cause a default or
event of default under any documents governing the Corporation's outstanding
indebtedness or lines of credit. If at the time a Demand Notice is received by
the Corporation funds are legally available to redeem some but not all of the
outstanding shares of Parity Stock, including, without limitation, the shares of
Series D Preferred Stock, then the Corporation shall redeem as many shares of
Parity Stock, including, without limitation, the shares of Series D Preferred
Stock, as its legally available funds permit.

               (b)  Redemption at Corporation's Option.  On and after the date
on which fewer than 10% of the shares of Series D Preferred Stock issued on the
Series D Preferred Stock Issue Date remain outstanding, the Corporation shall
have the right, at its sole option and election, to redeem all of the
outstanding shares of Series D Preferred Stock, on not less than 30 days' notice
of the date of redemption (any such redemption date pursuant to this Section
6(b) being referred to herein as an "Optional Redemption Date") at a redemption
price per share equal to the Liquidation Preference per share plus an amount in
cash equal to the product of (x) 15% of the then current Liquidation Preference,
multiplied by (y) a fraction, the numerator of which is the actual number of
days from (and including) the most recent Dividend Payment Date to (but
excluding) the Optional Redemption Date, and the denominator of which is 365
(the "Optional Redemption Price"), but only to the extent that (A) funds are
legally available therefor, (B) such redemption would not cause a default or
event of default under any documents governing the Corporation's outstanding
indebtedness or lines of credit, and (C) the Corporation redeems all outstanding
shares of the other series of Parity Stock to the extent permitted to do so in
accordance with the terms thereof.
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                                                                              18

               (c)  Redemption Notice.  At least 30 days and not more than 60
days before a Redemption Date, the Corporation shall mail a notice of Redemption
(the "Redemption Notice") by first class mail, postage prepaid, to each holder
of record on the record date fixed for such redemption at such holder's address
as it appears on the stock register of the Corporation; provided, however, that
neither the failure to give such notice nor any deficiency therein shall affect
the validity of the procedure for the redemption of any shares of Series D
Preferred Stock to be redeemed except as to the holder or holders to whom the
Corporation has failed to give said notice or except as to the holder or holders
whose notice was defective. The Redemption Notice shall be mailed by the
Corporation to the holders of the shares of Series D Preferred Stock (and in the
case of a Demand Redemption, such Redemption Notice shall be mailed not later
than 10 days after receipt by the Corporation of a Redemption Demand) and shall
state:

                    (i)  that the Corporation is redeeming shares of Series D
     Preferred Stock in response to a Redemption Demand or in connection with an
     Optional Redemption, as the case may be;

                    (ii)  the Redemption Price;

                    (iii)  in the case of a Demand Redemption, whether funds are
     legally available to redeem all or less than all of the outstanding shares
     of the Series D Preferred Stock and the total number of shares of the
     Series D Preferred Stock being redeemed;

                    (iv)  if, in the case of a Demand Redemption, less than all
     of the shares of Series D Preferred Stock held by such holder are to be
     redeemed, the number of shares of Series D Preferred Stock held by such
     holder, as of the appropriate record date, that the Corporation intends to
     redeem;
<PAGE>

                                                                              19

                    (v)  the Redemption Date;

                    (vi)  that the holder is to surrender to the Corporation,
     at the place or places where certificates for shares of Series D Preferred
     Stock are to be surrendered for redemption, in the manner and at the price
     designated, his or her certificate or certificates representing the shares
     of Series D Preferred Stock to be redeemed; and

                    (vii)  that dividends on the shares of the Series D
     Preferred Stock to be redeemed shall cease to accrue and increase on such
     Optional Redemption Date unless the Corporation defaults in the payment of
     the Optional Redemption Price.

               (d)  Pro-Rata Redemption.  In the event of a redemption pursuant
to Section 6(a) of less than all of the then outstanding shares of Parity Stock,
the Corporation shall effect such redemption pro rata according to the number of
shares held by each holder of Parity Stock.

               (e)  Surrender of Shares; Payment.  Each holder of Series D
Preferred Stock shall surrender the certificate or certificates representing
such shares of Series D Preferred Stock to the Corporation, duly endorsed, in
the manner and at the place designated in the Redemption Notice, and on the
Redemption Date or the Optional Redemption Date the full Redemption Price or
Optional Redemption Price, as the case may be, for such shares shall be payable
in cash to the Person whose name appears on such certificate or certificates as
the owner thereof, and each surrendered certificate shall be canceled and
retired. In the event that less than all of the shares represented by any such
certificate are redeemed, a new certificate shall be issued by the Corporation
representing the unredeemed shares.
<PAGE>

                                                                              20

               (f)  Effect on Redeemed Shares.  Unless the Corporation defaults
in the payment in full of the Redemption Price or the Optional Redemption Price,
dividends on the Series D Preferred Stock called for redemption shall cease to
accumulate and increase on the Redemption Date or Optional Redemption Date, as
the case may be, and the holders of such redeemed shares shall cease to have any
further rights with respect thereto on the Redemption Date or Optional
Redemption Date, other than the right to receive the Redemption Price or
Optional Redemption Price, as the case may be.

          7.  Voting Rights.

               (a)  The holders of Series D Preferred Stock, except as otherwise
required under Delaware law or as set forth in Sections 7(b) and (c) below,
shall not be entitled or permitted to vote on any matter required or permitted
to be voted upon by the stockholders of the Corporation.

               (b)  So long as the Series D Preferred Stock is outstanding, each
share of Series D Preferred Stock shall entitle the holder thereof to vote, in
person or by proxy, at a special or annual meeting of stockholders, on all
matters entitled to be voted on by holders of Common Stock voting together as a
single class with other shares entitled to vote thereon. With respect to any
such vote, each share of Series D Preferred Stock shall entitle the holder
thereof to cast that number of votes per share as is equal to the number of
votes that such holder would be entitled to cast had such holder converted its
shares of Series D Preferred Stock into shares of Common Stock on the record
date for determining the stockholders of the Corporation eligible to vote on any
such matters. The foregoing notwithstanding, if the acquisition by any holder of
shares of Series D Preferred Stock would require such holder and/or the
Corporation to comply with the pre-merger notification requirements of the Hart-
Scott-Rodino Antitrust Improvement Act of 1976, as amended (the "HSR
<PAGE>

                                                                              21

Act"), then the shares of Series D Preferred Stock acquired by such holder shall
not entitle the holder thereof to vote, in person or by proxy, at any special or
annual meeting of stockholders, on any matter covered by this Section 7(b), but
not with respect to matters covered by Section 7(c), unless and until (i) such
holder and the Corporation have complied with the requirements of the HSR Act
and (ii) the applicable waiting period under the HSR Act shall have expired or
been terminated.

               (c)  Unless the consent or approval of a greater number of shares
shall then be required by law, the affirmative vote of the holders of at least
seventy-five percent (75%) of the outstanding shares of Series D Preferred
Stock, voting as a single class, in person or by proxy, at a special or annual
meeting of stockholders called for the purpose or by written consent, shall be
necessary to authorize, adopt or approve an amendment to this Certificate of
Designation or the Certificate of Incorporation of the Corporation that would
alter or change the powers, preferences or special rights of the shares of
Series D Preferred Stock so as to affect the shares of Series D Preferred Stock
adversely.

          8.  Reissuance of Series D Preferred Stock.  Shares of Series D
Preferred Stock that have been issued and reacquired in any manner, including
shares purchased or redeemed or exchanged, shall (upon compliance with any
applicable provisions of the laws of Delaware) have the status of authorized and
unissued shares of preferred stock undesignated as to series and may be
redesignated and reissued as part of any series of preferred stock (other than
Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or
Series D Preferred Stock).

          9.  Business Day.  If any payment or redemption shall be required by
the terms hereof to be made on a day that is not a Business Day, such payment or
redemption  shall be made on the immediately succeeding Business Day.
<PAGE>

                                                                              22

          10.  Definitions.  As used in this Certificate of Designation, the
following terms shall have the following meanings (with terms defined in the
singular having comparable meanings when used in the plural and vice versa),
unless the context otherwise requires:

          "Applicable Price" shall mean the higher of (a) the Current Market
Price per share of Common Stock on the applicable record or other relevant date
and (b) the then current Conversion Price.

          "Board of Directors" shall have the Board of Directors of the
Corporation.

          "Business Day" means any day except a Saturday, a Sunday, or other day
on which commercial banks in the State of New York are authorized or required by
law or executive order to close.

          "Closing Price" shall mean, with respect to the Common Stock for any
day, (a) the last reported sale price regular way or, in case no such sale takes
place on such day, the average of the closing bid and asked prices regular way,
in either case as reported on the principal national securities exchange on
which such Common Stock is listed or admitted for trading or (b) if the Common
Stock is not listed or admitted for trading on any national securities exchange,
the last reported sale price or, in case no such sale takes place on such day,
the average of the highest reported bid and the lowest reported asked quotation
for the Common Stock, in either case as reported on the Nasdaq Stock Market,
Inc. or a similar service if the Nasdaq Stock Market, Inc. is no longer
reporting such information.

          "Common Stock" shall have the meaning ascribed to it in Section 2
hereof.

          "Conversion Consideration" shall have the meaning ascribed to it in
Section 5(c)(ii) hereof.
<PAGE>

                                                                              23

          "Conversion Price" shall have the meaning ascribed to it in Section
5(a).

          "Corporation" shall mean Outboard Marine Corporation, a Delaware
corporation.

          "Current Market Price" shall mean, with respect to the Common Stock on
any date, the average of the daily Closing Prices per share of Common Stock for
the 10 consecutive trading days commencing 15 days before such date.  If on any
such date the shares of Common Stock are not listed or admitted for trading on
any national securities exchange or quoted on the Nasdaq Stock Market, Inc. or a
similar service, the Current Market Price for such shares shall be the fair
market value of such shares on such date as determined in good faith by the
Board of Directors of the Corporation and shall be the value which is agreed
upon by 75% of the members thereof, or if 75% of the members of the Board of
Directors of the Corporation are unable to agree upon the value of such
consideration, the value thereof shall be determined by an independent
investment bank of a nationally recognized stature that is selected by the
holders of 75% of the members of the Board of Directors.

          "Dividend Payment Date" means each of March 31, June 30, September 30
and December 31 of each year.

          "Dividend Period" means the Initial Dividend Period and, thereafter,
each Quarterly Dividend Period.

          "HSR Act" shall have the meaning ascribed to it in Section 7(b).

          "Initial Dividend Period" means the dividend period commencing on, and
including, the Series D Preferred Stock Issue Date and ending on, and excluding,
the first Dividend Payment Date to occur thereafter.
<PAGE>

                                                                              24

          "Initial Liquidation Preference" shall have the meaning ascribed to it
in Section 1 hereof.

          "Junior Stock" shall have the meaning ascribed to it in Section 2
hereof.

          "Liquidation Preference" shall have the meaning ascribed to it in
Section 1 hereof.

          "Parity Stock" means any series of preferred stock of the Corporation
which may be created subsequent to the Series D Preferred Stock Issue Date and
which is designated by the Board of Directors of the Corporation as being
"Parity Stock" in respect of the shares of Series D Preferred Stock.

          "Person" means any individual, firm, corporation, partnership, limited
liability company, trust, incorporated or unincorporated association, joint
venture, joint stock company, governmental body or other entity of any kind.

          "Quarterly Dividend Period" shall mean the quarterly periods
commencing on, and including, each Dividend Payment Date and ending on, and
excluding, each next Dividend Payment Date occurring immediately thereafter,
respectively.

          "Redemption Date" means, with respect to any shares of Series D
Preferred Stock, the date on which such shares are to be redeemed by the
Corporation pursuant to Section 6 hereof.

          "Redemption Demand" shall have the meaning ascribed to it in Section
6(a)

          "Redemption Notice" shall have the meaning ascribed to it in Section
6(c) hereof.

          "Redemption Price" shall have the meaning ascribed to it in Section
6(a) hereof.

          "Series A Preferred Stock" means the shares of the Corporation's
Series A Convertible Preferred Stock, par value $.01 per share, that may from
time to time be outstanding.
<PAGE>

                                                                              25

          "Series B Preferred Stock" means the shares of the Corporation's
Series B Convertible Preferred Stock, par value $.01 per share, that may from
time to time be outstanding.

          "Series C Preferred Stock" means the shares of the Corporation's
Series C Convertible Preferred Stock, par value $.01 per share, that may from
time to time be outstanding.

          "Series D Preferred Stock" shall have the meaning ascribed to it in
Section 1 hereof.

          "Series D Preferred Stock Issue Date" means the date on which the
Series D Preferred Stock is originally issued by the Corporation.

<PAGE>

                                                                              26

          IN WITNESS WHEREOF, OUTBOARD MARINE CORPORATION has caused this
certificate to be duly executed by its Sr.V.P. Finance and Treasurer this 19th
day of July, 2000.

                         OUTBOARD MARINE CORPORATION


                         By: /s/ Eric T. Martinez
                           --------------------------
                           Name: Eric T. Martinez
                           Title: Senior Vice President Finance and Treasurer