<PAGE>
As filed with the Securities and Exchange Commission on December 21, 1995
File No. 33-
Securities and Exchange Commission
Washington, D.C. 20549
Form S-8
Registration Statement
Under
The Securities Act of 1933
Brunswick Corporation
(Exact name of registrant as specified in its charter)
Delaware 36-0848180
(State of Incorporation) (I.R.S. Employer Identification Number)
1 N. Field Ct.
Lake Forest, IL 60045-4811
(Address of Principal Executive Offices) (Zip Code)
Brunswick Retirement Savings Plan for Salaried Employees
Brunswick Retirement Savings Plan for Hourly Employees
Brunswick Retirement Savings Plan for
Wisconsin Bargaining Unit Hourly Employees
(Full title of the plans)
Robert T. McNaney, General Counsel
Brunswick Corporation
1 N. Field Ct.
Lake Forest, Illinois 60045-4811
(Name and address of agent for service)
(708) 735-4700
(Telephone number of agent for service)
Calculation of Registration Fee
Title of Securities to be Registered
Common Stock, par value $0.75 per share
Amount to be Registered
1,000,000
Proposed Maximum Offering Price Per Share(1)
$21.6875
Proposed Maximum Aggregate Offering Price
21,687,500
Amount of Registration Fee
$4,338
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457 on the basis of the average of
the high and low prices of the Common Stock on the New York Stock
Exchange on December 18, 1995.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plans
described herein.
<PAGE>
PART II
Information Required in
the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents or portions of documents previously filed with
the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:
(a) The Annual Report of Brunswick Corporation (the "Company") on
Form 10-K for the year ended December 31, 1994.
(b) The Company's Quarterly Report on Form 10-Q/A for the quarter
ended March 31, 1995.
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995.
(d) The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995.
(e) The description of the Preferred Share Purchase Rights contained
in the Company's Registration Statement on Form 8-A filed with
the Commission on March 31, 1986 (as amended on Form 8 dated
April 10, 1989).
(f) The description of the Company's Common Stock contained on
pages 8-9 of the Prospectus filed as part of Amendment No. 1 to
the Company's Registration Statement No. 33-45772 filed with the
Commission on April 30, 1992.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to the legality of the Common Stock
offered hereby will be passed upon for the Company by Robert T. McNaney,
General Counsel of the Company. As of December 20, 1995, Mr. McNaney
owned approximately 35,000 shares of Common Stock and also held options to
purchase 27,200 shares of Common Stock, of which options to purchase 12,120
shares are currently exercisable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware,
under which the Company is organized, empowers a corporation, subject to
certain limitations, to indemnify its officers, directors, employees and agents,
or others acting in similar capacities for other entities at the request of the
Company, against certain expenses, including attorneys' fees, judgments, fines
and other amounts which may be paid or incurred by them in their capacities as
such directors, officers, employees or agents.
The Certificate of Incorporation of the Company authorizes the board of
directors to indemnify directors, officers, employees or agents of the Company
to the fullest extent that is lawful.
The Company's By-laws authorize the board of directors to indemnify
directors, officers, employees and agents in the same circumstances set forth
in the Certificate of Incorporation. The By-laws also authorize the Company to
purchase liability insurance on behalf of directors, officers, employees and
agents and to enter into indemnity agreements with directors, officers,
employees and agents.
The Company has entered into indemnification agreements with its
directors and its officers which provide broader indemnification than the
indemnification specifically available under Section 145 of the Delaware
statue. The agreements provide that the Company will indemnify its directors
and its officers, to the fullest extent permitted by the Company's Certificate
of Incorporation (and that is otherwise lawful) against expenses (including
attorneys' fees), judgments, fines, taxes, penalties and settlement payments
incurred by reason of the fact that they were directors or officers of the
Company. Unlike Section 145, this indemnification would, to the extent that it
is lawful, cover judgments, fines and amounts paid in settlement of claims
against the director or officer by or in the right of the Company.
The Company is the owner of an insurance policy which covers the
Company for certain losses incurred pursuant to indemnification obligations set
forth above during any policy year, subject to specified exclusions, terms and
conditions. The policy also covers the officers and directors of the Company
for certain of such losses if they are not indemnified by the Company.
The Company is also the owner of an insurance policy which would
reimburse it for certain losses incurred by it pursuant to its fiduciary
obligations under the Employee Retirement Income Security Act of 1974, subject
to specified exclusions, terms and conditions. This policy also covers the
officers, directors and employees of the Company for certain of their losses
incurred as fiduciaries under such Act, subject to specified exclusions,
terms and conditions.
Item 7. Exemption from Registration Claimed.
Not applicable.
<PAGE>
Item 8. Exhibits.
4(a) Brunswick Retirement Savings Plan for Salaried Employees.*
4(b) Amendment dated as of December 19, 1995, to the Brunswick
Retirement Savings Plan for Salaried Employees.
5(a) Opinion of legal counsel (including consent).
5(b) Brunswick Corporation has submitted the Brunswick Retirement
Savings Plan for Salaried Employees, Brunswick Retirement
Savings Plan for Hourly Employees and Brunswick Retirement
Savings Plan for Wisconsin Bargaining Unit Hourly Employees
(the "Plans") and hereby undertakes that it will submit any
amendments thereto to the Internal Revenue Service ("IRS") in a
timely manner and will make all changes required by the IRS in
order to qualify the Plans.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of legal counsel (included in exhibit 5(a)).
24. Powers of Attorney.
* The Brunswick Retirement Savings Plan for Hourly Employees and the
Brunswick Retirement Savings Plan for Wisconsin Bargaining Unit
Hourly Employees have not been filed as an exhibit hereto because
they are identical to the Brunswick Retirement Savings Plan for
Salaried Employees in all material respects.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration
statement.
<PAGE>
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions of the registrant's articles of
incorporation or by-laws or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director,officer or controlling person in connection with the securities being
being registered, registrant will, unless in the opinion of its counsel the
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
<PAGE>
Signatures
Pursuant to the requirements of the Securities Act of 1933, Brunswick
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Lake Forest, State of Illinois, on December 20, 1995.
Brunswick Corporation
By: /s/ Dianne M. Yaconetti
Dianne M. Yaconetti
Vice President-Administration
Power of Attorney
Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed by the following persons in the
capacities indicated and on the date indicated.
Signature Title
Peter N. Larson Chairman of the Board, Chief Executive Officer
(Principal Executive Officer) and Director
Peter B. Hamilton Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
Thomas K. Erwin Controller (Principal
Accounting Officer)
Michael J. Callahan Director
John P. Diesel Director
George D. Kennedy Director By: /s/ Dianne M. Yaconetti
Dianne M. Yaconetti
Bernd K. Koken Director Attorney-in-Fact
Jay W. Lorsch Director December 20, 1995
Bettye Martin Musham Director
Robert N. Rasmus Director
Jack F. Reichert Director
Roger W. Schipke Director
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Lake Forest, State of Illinois, on
December 20, 1995.
Brunswick Retirement Savings Plan for Salaried Employees
Brunswick Retirement Savings Plan for Hourly Employees
Brunswick Retirement Savings Plan for Wisconsin Bargaining
Unit Hourly Employees
By: Brunswick Corporation, Plan Administrator
By:/s/ Dianne M. Yaconetti
Dianne M. Yaconetti,
Vice President-Administration
<PAGE>
Exhibit Index
Exhibit Sequential
Number Description of Exhibit Page Number
4(a) Brunswick Retirement Savings Plan for Salaried Employees.*
4(b) Amendment dated as of December 19, 1995, to the Brunswick
Retirement Savings Plan for Salaried Employees.
5(a) Opinion of legal counsel (including consent).
5(b) Brunswick Corporation has submitted the Brunswick
Retirement Savings Plan for Salaried Employees,
Brunswick Retirement Savings Plan for Hourly
Employees and Brunswick Retirement Savings Plan
for Wisconsin Bargaining Unit Hourly Employees (the
"Plans") and hereby undertakes that it will submit any
amendments thereto to the Internal Revenue Service
("IRS") in a timely manner and will make all changes
required by the IRS in order to qualify the Plans.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of legal counsel (included in exhibit 5(a)).
24. Powers of Attorney.
* The Brunswick Retirement Savings Plan for Hourly Employees and the
Brunswick Retirement Savings Plan for Wisconsin Bargaining Unit Hourly
Employees have not been filed as an exhibit hereto because they are
identical to the Brunswick Retirement Savings Plan for Salaried
Employees in all material respects.
<PAGE>
Exhibit 5(a)
December 20, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Brunswick Corporation
Registration Statement on Form S-8
Ladies and Gentlemen:
As General Counsel to Brunswick Corporation (the "Company"), I am
familiar with the corporate proceedings taken and to be taken in connection
with the registration under the Securities Act of 1933, as amended, of the
1,000,000 shares of Common Stock, $.75 par value per share ("Common
Stock"), of the Company available for issuance under the Company's
Retirement Savings Plan for Salaried Employees, Retirement Savings Plan
for Hourly Employees and Retirement Savings Plan for Wisconsin Bargaining
Unit Hourly Employees (the "Plans").
I have examined and am familiar with the Certificate of Incorporation
and the By-laws of the Company and with the Plans. I have also examined
such other documents, records and certificates of the Company as I consider
necessary for the purpose of this opinion.
Based on the foregoing, I am of the opinion that:
1. The Company has been duly organized and is validly existing
as a corporation under the laws of the State of Delaware.
2. The shares of Common Stock to be issued pursuant to the
Plans have been duly authorized and will, upon due issuance
thereof, be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement being filed in connection with the above-mentioned
registration.
Very truly yours,
/s/ Robert T. McNaney
Robert T. McNaney
General Counsel
Brunswick Corporation
<PAGE>
Exhibit 23(a)
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 5, 1995 included or incorporated by reference in Brunswick
Corporation's Form 10-K for the year ended December 31, 1994 and to all
references to our firm included in this registration statement.
Arthur Andersen LLP
Chicago, Illinois
December 20, 1995
<PAGE>
Exhibit 24
Power of Attorney
The undersigned directors and officers of Brunswick Corporation, a
Delaware corporation (the "Company"), hereby appoint Peter N. Larson,
Thomas K. Erwin, Richard S. O'Brien and Dianne M. Yaconetti and each of
them individually, the true and lawful attorney or attorneys of the
undersigned, with power to act with or without the others and with full power
of substitution and resubstitution, to execute in the name and on behalf of the
undersigned as directors and officers of the Company, a Registration
Statement under the Securities Act of 1933, as amended, for the registration
of securities, and any amendments or post-effective amendments thereto,
and all instruments necessary or incidental in connection therewith, and to
file or cause to be filed such Registration Statement, amendments or post-
effective amendments thereto, and other instruments with the Securities and
Exchange Commission. Each of said attorneys shall have full power and
authority to do and perform, in the name and on behalf of the undersigned,
each act whatsoever necessary or desirable to be done in the premises, as
fully and to all intents and purposes as the undersigned could do in person.
The undersigned hereby ratify and approve the action of said attorneys and
each of them.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney in one or more counterparts on the date set opposite his
name.
Capacity Signature Date
Chairman of the Board, Chief /s/ Peter N. Larson December 20, 1995
Executive Officer (Principal Peter N. Larson
Executive Officer) and
Director
Controller (Principal /s/ Thomas K. Erwin December 20, 1995
Accounting Officer Thomas K. Erwin
Director /s/ Michael J. Callahan December 20, 1995
Michael J. Callahan
Director /s/ John P. Diesel December 20, 1995
John P. Diesel
Director /s/ George D. Kennedy December 20, 1995
George D. Kennedy
Director /s/ Bernd K. Koken December 20, 1995
Bernd K. Koken
Director /s/ Jay W. Lorsch December 20, 1995
Jay W. Lorsch
Director /s/ Bettye Martin Musham December 20, 1995
Bettye Martin Musham
Director /s/ Robert N. Rasmus December 20, 1995
Robert N. Rasmus
Director /s/ Jack F. Reichert December 20, 1995
Jack F. Reichert
Director /s/ Roger W. Schipke December 20, 1995
Roger W. Schipke
<PAGE>
Exhibit 24
Power of Attorney
Peter B. Hamilton, Senior Vice President and Chief Financial Officer
(Principal Financial Officer) of Brunswick Corporation, a Delaware
corporation (the "Company"), hereby appoints Peter N. Larson, Thomas K.
Erwin, Richard S. O'Brien and Dianne M. Yaconetti and each of them
individually, the true and lawful attorney or attorneys of the undersigned, with
power to act with or without the others and with full power of substitution and
resubstitution, to execute in the name and on behalf of the undersigned as
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
of the Company, a Registration Statement under the Securities Act of 1933,
as amended, for the registration of securities, and any amendments or
post-effective amendments thereto, and all instruments necessary or
incidental in connection therewith, and to file or cause to be filed such
Registration Statement, amendments or post-effective amendments thereto,
and other instruments with the Securities and Exchange Commission. Each
of said attorneys shall have full power and authority to do and perform, in the
name and on behalf of the undersigned, each act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned could do in person. The undersigned hereby ratifies and
approves the action of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney in one or more counterparts on the 20th day of December, 1995.
/s/ Peter B. Hamilton
Peter B. Hamilton,
Senior Vice President and Chief
Financial Officer (Principal
Financial Officer)
<PAGE>
EXHIBIT 4(a)
Brunswick Retirement Savings Plan for Salaried Employees
(As Amended and Restated Effective January 1, 1987)
Mayer, Brown & Platt
Chicago
<PAGE>
Table of Contents
Sections PAGE
1 General 1
Purpose and Effective Date 1
Employers and Related Companies 1
Trust Agreement 1
Plan Administration 1
Plan Year 2
Accounting Dates 2
Applicable Laws 2
Gender and Number 2
Notices 2
Form and Time of Elections 2
Evidence 2
Action by Employer 2
No Reversion to Employers 2
Plan Supplements 3
Defined Terms 3
2 Participation in Plan 3
Eligibility for Participation 3
Plan Not Guarantee of Employment 4
Extended Participation 4
Leased Employees 4
3 Employer Contributions 5
Pre-Tax Contributions 5
Employer Matching Contributions 5
Tax Deferral Election 6
Compensation 6
Allocating and Crediting of Employer
Contributions 7
Election to Vary or Suspend
Contributions 7
Limitation on Amount of Employer
Contributions 7
Limitation on the Amount of
Compensation Taken Into
Account for Any Plan Year 7
4 Employee Contributions 8
After-Tax Contributions 8
Deduction and Crediting Participant
Contributions 8
Election to Vary or Suspend Contributions 8
Rollover Contributions 8
<PAGE>
5 The Trust Fund, Investment Funds
and Investment Fund Elections 9
The Trust Fund, Investment Funds 9
Investment Fund Elections 10
Investment of Employer Matching
Contributions 10
6 Plan Accounting 11
Participants' Accounts 11
Adjustment of Investment Fund Accounts 11
Statement of Accounts 13
7 Limitations On Compensation,
Contributions and Allocations 13
Reduction of Contribution Rates 13
Compensation for Limitation/
Testing Purposes 13
Limitations on Annual Additions 14
ESOP Adjustment 14
Excess Annual Additions 14
Allocation Among Employers 15
Combined Plan Limitation 15
$7,000 Limitation 15
Section 401(k)(3) Testing 16
Correction Under Section 401(k) Test 18
Code Section 401(m)(2) Testing 18
Correction Under Section 401(m) Test 19
Multiple Use of Alternative Limitation 19
Highly Compensated 20
8 Vesting and Termination Dates 21
Determination of Vested Interest 21
Termination Date 21
Distribution Only Upon Separation From
Service 21
9 Loans and Pre-Termination Withdrawals 21
Loans 21
Withdrawal of After-Tax Contributions 24
Withdrawal of Pre-Tax Contributions 24
Hardship 24
Order of Withdrawal from Accounts 26
Order of Withdrawal from Investment Funds 26
Direct Rollover Option 26
10 Post-Termination Distributions
From Account Balances 26
Manner of Making Payments 26
Payment in Cash or Common Stock 27
Commencement of Benefits 27
Limits on Commencement and
Duration of Distributions 28
Facility of Payment 28
Interests Not Transferable 28
Absence of Guaranty 29
Designation of Beneficiary 29
Missing Participants or Beneficiaries 30
Disability Distribution 30
<PAGE>
11 Voting, Tender and Exchange Rights of
Company Stock 30
Voting Rights of Company Stock 30
Tender and Exchange Rights of Company Stock 31
12 The Benefits Administration Committee and The
Benefits Finance Committee 32
Membership 32
Rights, Powers and Duties 32
Delegation by Committee or Benefits
Finance Committee 33
Uniform Rules 33
Information to be Furnished to the Benefits
Administration Committee 34
Committee's Decision Final 34
Remuneration and Expenses 34
Exercise of Committee's Duties 34
Indemnification of the Committee 34
Resignation or Removal of Member 35
Appointment of Successor Member 35
Interested Committee Member 35
13 Amendment and Termination 35
Amendment 36
Termination 36
Merger and Consolidation of Plan,
Transfer of Plan Assets 36
Distribution on Termination
and Partial Termination 36
Notice of Amendment, Termination or
Partial Termination 37
Supplement A
Supplement B
Supplement C
<PAGE>
Brunswick Retirement Savings Plan for Salaried Employees
(As Amended and Restated Effective January 1, 1987)
Section 1
General
1.1. Purpose and Effective Date. Effective January 1, 1986, the
Brunswick Retirement Savings Plan for Salaried
Employees (the "Plan") was established by Brunswick
Corporation, a Delaware corporation (the "Company"), to assist its
eligible employees and the eligible employees of any Related Company (as
defined in subsection 1.2) which adopts the Plan, in providing for their future
security. The "Effective Date" of the Plan as amended and restated herein is
January 1, 1987 except to the extent that a later date is specified as the
effective date for a particular provision, in which case the relevant terms of
the Plan as in effect immediately prior to the Effective Date shall continue to
govern that provision until such specified effective date. The Plan is
intended to qualify as a profit sharing plan under section 401(a) of the
Internal Revenue Code of 1986, as amended (the "Code").
1.2. Employers and Related Companies. The Company and each
Related Company which, with the Company's consent, adopts the Plan are
referred to below collectively as the "Employers" and individually as an
"Employer". The term "Related Company" means any corporation, trade or
business during any period during which it is, along with the Company, a
member of a controlled group of corporations or a controlled group of trades
or businesses, as described in sections 414(b) and 414(c), respectively of
the Code.
1.3. Trust Agreement. All contributions made under the Plan will be
held, managed and controlled by a Trustee (the "Trustee") acting under a
Trust which forms a part of the Plan. The terms of the Trust are set forth in a
Trust Agreement known as Brunswick Corporation Retirement
Savings Trust (the "Trust"). All rights which may accrue to any person
under the Plan shall be subject to all of the terms and provisions of the Trust
Agreement as in effect from time to time.
<PAGE>
1.4. Plan Administration. Except as described in Section 12, the
Company shall be the "administrator" of the Plan as defined in section
3(16)(A) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and the "plan administrator" as defined in section 414(g)
of the Code. Effective October 22, 1991, the authority to control and manage
the assets of the Plan shall be vested in the Benefits Finance Committee
appointed by the Board of Directors of the Company or the appropriate
subcommittee thereof. The Company, the members of the Benefits
Administration Committee described in Section 12 (the "Committee") and the
members of the Benefits Finance Committee shall be "named fiduciaries", as
described in section 402 of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), with respect to their respective authority and
responsibilities under the Plan.
1.5. Plan Year. The term "Plan Year" means the calendar year.
1.6. Accounting Dates. The term "Accounting Date" means the last
day of each calendar month.
1.7. Applicable Laws. The Plan shall be construed and administered
according to 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. Gender and Number. Where the context admits, words in any
gender shall include any other gender, words in the singular shall include the
plural and the plural shall include the singular.
1.9. Notices. Any notice or document required to be filed with the
Committee or the Company under the Plan will be properly filed if addressed
to the Committee or the Administrator of the Plan, and delivered or mailed by
registered mail, postage prepaid, to the Company at its principal executive
offices. Any notice required under the Plan may be waived by the person
entitled to notice.
1.10. Form and Time of Elections. Unless otherwise specified herein,
each election permitted to be made by any Participant or other person
entitled to benefits under the Plan, and any permitted modification or
revocation thereof, shall be in writing filed with the Company at such times
and in such form as the Company shall require.
1.11. Evidence. Evidence required of anyone under the Plan may be
by certificate, affidavit, document or other information which the person
acting on it considers pertinent and reliable, and signed, made or presented
by the proper party or parties.
1.12. Action by Employer. Any action required or permitted to be
taken by any Employer under the Plan shall be by resolution of its Board of
Directors or by a person or persons authorized by resolution of its Board of
Directors.
<PAGE>
1.13. No Reversion to Employers. No part of the corpus or income of
the Trust Fund shall revert to any Employer or be used for, or diverted to,
purposes other than for the exclusive benefit of Participants and other
persons entitled to benefits under the Plan, except as specifically provided in
Article V of the Trust Agreement.
1.14. Plan Supplements. The provisions of the Plan as applied to any
Employer or any group of employees may, with the consent of the Company,
be modified or supplemented from time to time by the adoption of one or
more Supplements. Each such Supplement shall form a part of the Plan as
of the Supplement's effective date.
1.15. Defined Terms. Terms used frequently with the same meaning
are indicated by initial capital letters, and are defined throughout the Plan.
Section 2
Participation in Plan
2.1. Eligibility for Participation. Subject to the terms and conditions
of the Plan, each employee of an Employer who was a Participant in the Plan
immediately prior to the Effective Date will continue as such on and after that
date, and each employee of the employer who was not a Participant in the
Plan immediately prior to the Effective Date will become a Participant in the
Plan on the first day of the Plan quarter coincident with or next following the
date on which he meets all of the following requirements:
(a) he has observed the first anniversary of his initial date of
employment by an Employer or a Related Company;
(b) he has attained age 21 years; and
(c) he is employed by an Employer as a member of a group of
employees to whom the Plan has been extended by that
Employer listed on Schedule I attached hereto;
provided, however, that the requirement set forth in paragraph (a) above
shall no longer apply after December 31, 1993.
<PAGE>
Notwithstanding the foregoing provisions of this subsection 2.1, if an
employee is employed or reemployed by an Employer as a member of a
group of employees described in paragraph (c) next above on or after the
first day of the Plan quarter coincident with or next following the date on
which he met the requirements set forth in paragraphs (a) and (b) next
above, he shall immediately become a Participant in the Plan. An
employee's period of service with a previously separate business entity which
is acquired or becomes part of an Employer shall be included in determining
a Participant's period of service under paragraph (a) next above from such
date, if any, as designated by the Benefits Administration Committee.
2.2. Plan Not Guarantee of Employment. Participation in the Plan
does not constitute a guarantee or contract of employment, and will not give
any employee the right to be retained in the employ of any Employer or
Related Company nor any right or claim to any benefit under the Plan, unless
such right or claim has specifically accrued under the terms of the Plan.
2.3. Extended Participation. When distribution of part or all of the
benefits to which a Participant is entitled under the Plan is deferred beyond
or cannot be made until after his Termination Date (as described in
Subsection 8.2), during any period during which the Participant continues in
the employ of an Employer but fails to meet the requirement set forth in
paragraph 2.1(c), or during any period for which Pre-Tax Contributions (as
described in subsection 3.1) are not made on his behalf, the Participant or, in
the event of his death, his Beneficiary (as defined in subsection 10.8) will be
considered and treated as a Participant for all purposes of the Plan, except
as follows:
(a) no Pre-Tax Contributions will be credited to his Pre-Tax
Account (as described in paragraph 6.1(a)) for any period
during which he continues in the employ of the Employers but
fails to meet the requirements of paragraph 2.1(c) or after his
Termination Date;
(b) the Beneficiary of a deceased Participant cannot designate a
Beneficiary under subsection 10.8; and
(c) a Participant may not make a withdrawal or borrow in
accordance with the provisions of Section 9 after his
Termination Date.
<PAGE>
2.4. Leased Employees. If a person satisfies the requirements of
section 414(n) of the Code and applicable Treasury regulations for treatment
as a "Leased Employee", such Leased Employee shall not be eligible to
participate in this Plan or in any other Plan maintained by an Employer or a
Related Company which is qualified under section 401(a) of the Code, but, to
the extent required by section 414(n) of the Code and applicable Treasury
regulations, such person shall be treated as if the services performed by him
in such capacity were performed by him as an employee of a Related
Company which has not adopted the Plan; provided, however, that no such
service shall be credited:
(a) for any period during which not more than 20% of the non-
Highly Compensated workforce of the Employers and the
Related Companies consists of Leased Employees and the
Leased Employee is a participant in a money purchase pension
Plan maintained by the leasing organization which (i) provides
for a nonintegrated employer contribution of at least 10 percent
of compensation, (ii) provides for full and immediate vesting,
and (iii) covers all employees of the leasing organization
(beginning with the date they become employees), other than
those employees excluded under section 414(n)(5) of the Code;
or
(b) for any other period unless the Leased Employee provides
satisfactory evidence to the Employer or Related Company that
he meets all of the conditions of this subsection 2.4 and
applicable law required for treatment as a Leased Employee.
For purposes of paragraph (a) above, "Highly Compensated" shall have the
meaning set forth in subsection 7.14.
Section 3
Employer Contributions
3.1. Pre-Tax Contributions. Subject to the following provisions of this
Section 3 and the provisions of Section 7, as soon as practicable after the
completion of the last pay period in each Company accounting month, each
Employer shall contribute to the Trustee in cash on behalf of each Participant
for whom a Tax Deferral Election (as defined in subsection 3.3) is in effect for
that month a "Pre-Tax Contribution" equal to the amount by which the
Compensation (as defined in subsection 3.4) otherwise payable to the
Participant during that month by the Employer has been reduced pursuant to
the terms of his Tax Deferral Election.
<PAGE>
3.2. Employer Matching Contributions. At any time prior to the due
date (including extensions) for filing its Federal income tax return for any
Plan Year, any Employer may contribute "Employer Matching Contributions"
for a Plan Year on behalf of any class of Participants for whom it has made
Pre-Tax Contributions for such Plan Year, provided, however, that for Plan
Years prior to January 1, 1991, no Employer Matching Contributions shall be
made for any Plan Year on behalf of a Participant who is not employed by an
Employer on December 1 of that year, and for Plan Years after December 31,
1990 the December 1 employment requirement shall apply to the Employer
Matching Contributions described in clause (iv) below. Subject to the
provisions of subsection 3.8 and Section 7, the amount of the Employer
Matching Contributions with respect to any class of Participants who are
entitled to share in such contributions shall be equal to a percentage, as
determined by that Employer, of all or any portion of the Pre-Tax
Contributions made by the Employer on behalf of such Participants for that
Plan Year; provided that (i) no Employer Matching Contributions shall be
made with respect to a Participant's Pre-Tax Contributions for any Plan Year
in excess of 6% of his Compensation for that year; (ii) for purposes of
determining the amount of Employer Matching Contributions, a Participant's
Pre-Tax Contributions made during the Plan Year shall be reduced by the
amount withdrawn from his Pre-Tax Account during the Plan Year in
accordance with subsection 9.3; (iii) effective January 1, 1991 Employer
Matching Contributions shall be made for each payroll period at a rate of 5
percent (5%) of the Pre-Tax Contributions for the payroll period that do not
exceed six percent (6%) of Compensation for the payroll period; and (iv)
effective January 1, 1991 additional Employer Matching Contributions for a
Plan Year in excess of such 5 percent (5%) per payroll period, if any, shall be
made by an Employer for any designated class or group of Participants, and
any such additional Employer Matching Contributions shall be allocated to
eligible Participants' Accounts as of the last day of the Plan Year based upon
their Pre-tax Contributions and Compensation (not exceeding 6%) for the
entire Plan Year.
3.3. Tax Deferral Election. The term "Tax Deferral Election" means a
written election by a Participant subject to the limitations set forth in
subsection 3.8 and Section 7 and such additional rules as the Committee
may establish on a uniform and non-discriminating basis, filed with the
Company in such form and at such time as the Company may require, to
have the amount of the Compensation that would otherwise be payable to
him for each payroll period during the period in which the election is in effect
reduced by an amount that is not less than 1 percent nor more than 15
percent (or such greater percentage as the Committee shall decide, and in all
cases in multiples of 1 percent) thereof.
<PAGE>
3.4. Compensation. A Participant's "Compensation" means the sum
of the salary, commissions and bonuses paid to a Participant during the Plan
Year after the date on which he becomes a Participant on account of services
rendered for the Employers or a Related Company which is not an Employer
during the calendar year in which such salary, commissions and bonuses are
paid or during the prior calendar year (determined without regard to any
reduction of such compensation by operation of a Tax Deferral Election),
including any salary continuation payments made in accordance with an
Employer's severance pay policy but excluding any amounts paid under the
Brunswick Performance Plan, the Brunswick Strategic Incentive Plan, any
Brunswick Division Performance Plan or any Brunswick Senior Executive
Bonus.
3.5. Allocating and Crediting of Employer Contributions. Subject to
the provisions of Section 7, the amount of the Pre-Tax Contributions made on
behalf of a Participant for any calendar month shall be credited to his Pre-
Tax Account as of the last day of that month. Subject to the provisions of
Section 7, effective January 1, 1991 the Employer Matching Contributions for
any month shall be allocated and credited to the Participants' Accounts as of
the end of the month for which they are made.
3.6. Election to Vary or Suspend Contributions. Effective January 1,
1991, a Participant may elect to have his Employer change the rate of Pre-
Tax Contributions being made on his behalf, as of any January 1, April 1,
July 1 or October 1, by writing filed with the Company at least 30 days in
advance of the date on which the change is to be effective. A Participant
may elect to have his Employer suspend Pre-Tax Contributions being made
on his behalf as of the first day of any payroll period by advance written
notice filed with the Company at such time and in such manner as the
Company may require. If a Participant elects to have his Employer suspend
the Pre-Tax Contributions being made on his behalf, effective January 1,
1991 such contributions may be resumed as of any subsequent January 1,
April 1, July 1 or October 1.
3.7. Limitation on Amount of Employer Contributions. In no event will
an Employer's Pre-Tax Contributions and Employer Matching Contributions
under the Plan for any Plan Year exceed the limitations imposed by section
404 of the Code on the maximum amount deductible on account thereof by
that Employer for that year.
3.8. Limitation on the Amount of Compensation Taken Into Account
for Any Plan Year. Notwithstanding any other provision of the Plan to the
contrary, effective for Plan Years beginning on and after January 1, 1989, the
amount of Compensation that may be taken into account under the Plan for
any Plan Year for purposes of applying the percentage limitations of
subsections 3.2, 3.3 and 4.1 shall not exceed the maximum amount permitted
for any Plan Year by section 401(a)(17) of the Code, taking into account for
purposes of such limitation any proration required in situations where "family
members" (as defined in sections 401(a)(17) and 414(q)(6) of the Code) and
their compensation must be aggregated.
<PAGE>
Section 4
Employee Contributions
4.1. After-Tax Contributions. Subject to the following provisions of
this Section 4, and to the limitations set forth in subsection 3.8 and Section 7
and such additional rules as the Committee may establish on a uniform and
nondiscriminatory basis, a Participant may elect to make an "After-Tax
Contribution" for a payroll period that is not less than 1 percent nor more than
6 percent (or such greater percentage as the Committee shall decide, and in
all cases in multiples of 1 percent) of the Compensation payable to him by
the Employers for that payroll period.
4.2. Deduction and Crediting Participant Contributions. A
Participant's After-Tax Contributions, if any, for any payroll period shall be
made by regular payroll deductions from his Compensation and shall be
credited to his After-Tax Account as of the last day of the month during which
such payroll period ends.
4.3. Election to Vary or Suspend Contributions. Effective January 1,
1991, a Participant may elect to change his After-Tax Contribution rate as of
any January 1, April 1, July 1 or October 1 by writing filed with the Company
at least 30 days in advance of the date on which the change is to be
effective. A Participant may elect to suspend his After-Tax Contributions as
of the first day of any payroll period by advance written notice filed with the
Company at such time and in such manner as the Company may require. If a
Participant elects to suspend making After-Tax Contributions, effective
January 1, 1991 such contributions may be resumed as of any subsequent
January 1, April 1, July 1 or October 1.
4.4. Rollover Contributions. A Participant may make a Rollover
Contribution (as described below) to the Plan. On and after the Accounting
Date next following the date on which such Rollover Contribution is received
by the Trustee (after all adjustments then required under the Plan have been
made), a "Rollover Account" shall be established in the name of the
Participant, which account shall reflect the amount of his Rollover
Contribution as adjusted from time to time as required by subsection 6.2. In
no event may a Participant roll over any amount previously contributed by
him on an after-tax basis under the provisions of another plan or any
distribution which is attributable to contributions made on his behalf while he
was a Key Employee (as defined in subsection A-6 of Supplement A) in a
top-heavy plan. For purposes of this subsection 4.4, the term "Rollover
Contribution" shall mean amounts which the Company determines are
permitted to be rolled over to a qualified plan under applicable provisions of
the Code. An employee who is otherwise eligible to become a Participant but
who has not yet met the requirements of paragraph 2.1(a) or (b) may make a
Rollover Contribution to the Plan and shall be considered a Participant in the
Plan solely for that purpose until he satisfies all of the requirements of
subsection 2.1.
<PAGE>
Section 5
The Trust Fund, Investment Funds
and Investment Fund Elections
5.1. The Trust Fund, Investment Funds. The "Trust Fund" as of any
date consists of all property of every kind then held by the Trustee. The
Benefits Finance Committee shall establish one or more "Investment Funds"
for investment of Participants' Accounts and, from time to time, may eliminate
or modify the then existing Investment Funds or establish additional
Investment Funds. A separate "Fund Account" will be established by the
Committee to reflect the portion, if any, of a Participant's Account that is
invested in each of the Investment Funds. Effective January 1, 1994 the
Investment Funds will include the following:
(a) Equity Fund. Amounts held by the Trustee to be invested under
the Equity Fund will be invested primarily in common stocks in
the S&P 500 Stock Index.
(b) Fixed Income Fund. Amounts held by the Trustee to be
invested under the Fixed Income Fund will be invested with one
or more insurance companies, banks or other financial
institutions in instruments providing for repayment of the
principal plus a stable rate of return for a specific period, and in
fixed income securities with maturities of 7 years or less which
are issued by the United States of America or U.S.
Governmental agencies or which are rated AAA.
(c) Balanced Fund. Amounts held by the Trustee to be invested
under the Balanced Fund will be invested in common stocks
and government bonds.
(d) Loan Fund. The Loan Fund shall consist only of promissory
notes evidencing loans made to Participants in accordance with
the provisions of subsection 9.1.
(e) Managed Equity Fund. Amounts held by the Trustee to be
invested under the Managed Equity Fund will be invested in an
actively managed stock fund which invests primarily in common
stocks.
<PAGE>
Pending more permanent investment of available funds, the Trustee may
retain any reasonable portion of an Investment Fund (other than the Loan
Fund) or Account in cash, short-term government obligations or commercial
paper.
5.2. Investment Fund Elections. Effective January 1, 1991, as of
January 1, April 1, July 1 and October 1 of each Plan Year, each Participant
by writing filed with the Company at least 30 days in advance, may specify:
(a) the percentage (in multiples of 25 percent prior to January 1,
1994 and 10 percent after that date) of his Pre-Tax and After-
Tax Account balances as of that date that are to be invested
under each of the Investment Funds (other than the Loan
Fund); and
(b) the percentage (in multiples of 25 percent prior to January 1,
1994 and 10 percent after that date) of Pre-Tax Contributions
and After-Tax Contributions thereafter credited to his Accounts
that are to be invested under each of the Investment Funds
(other than the Loan Fund).
Pre-Tax and After-Tax Contributions made during any period in which no
direction is on file with the Company shall be invested in the Fixed Income
Fund.
5.3. Investment of Employer Matching Contributions. A Participant's
Employer Matching Contributions shall be invested in Brunswick preferred
stock ("Preferred Stock") and/or common stock ("Common Stock"). As of
each Accounting Date, the Committee shall credit to each Participant's
Employer Matching Account any dividends or earnings paid to the Trustee
with respect to shares of Preferred Stock and Common Stock credited to the
Participant's Employer Matching Account. Effective January 1, 1991, as of
January 1, April 1, July 1 and October 1 of each Plan Year, each Participant
who has attained at least age 59-1/2 years, by writing filed with the Company
at least 30 days in advance, may specify, separately, the percentage (in
multiples of 25 percent prior to January 1, 1994 and 10 percent after that
date) of Preferred Stock and Common Stock allocated to his Employer
Matching Account that is to be invested thereafter under the Fixed Income
Fund (or, effective January 1, 1994, any other Investment Fund).
<PAGE>
Section 6
Plan Accounting
6.1. Participants' Accounts. The Committee will maintain the following
Accounts in the name of each Participant which shall be adjusted from time to
time as required by subsection 6.2:
(a) a "Pre-Tax Account" in the name of each Participant, which
account will reflect the amount of the Pre-Tax Contributions
made by the Employers on his behalf, and the income, losses,
appreciation and depreciation attributable thereto;
(b) an "Employer Matching Account" in the name of each
Participant, which account will reflect the amount of the
Employer Matching Contributions, if any, made by the
Employers on his behalf, and the income, losses, appreciation
and depreciation attributable thereto; and
(c) an "After-Tax Account" in the name of each Participant, which
account will reflect the amount of the After-Tax Contributions, if
any, made by him, and the income, losses, appreciation and
depreciation attributable thereto.
(d) a "Rollover Account" in the name of each Participant, which
account will reflect the amount of the Rollover Contributions, if
any, made by him, and the income, losses, appreciation and
depreciation attributable thereto.
Reference to a Participant's "Accounts" means his Pre-Tax Account,
Employer Matching Account, if any, After-Tax Account, if any and Rollover
Account, if any. Reference to the balance in any Account maintained in the
name of a Participant means the aggregate of the balances in the Fund
Accounts established for the investment of that Account.
6.2. Adjustment of Investment Fund Accounts. As of each Accounting
Date, the Fund Account balances of all Participants shall be adjusted by the
Committee in the following manner and order:
<PAGE>
(a) first, adjust the credit balances under each of the Fund
Accounts of all Participants under each of the Investment Funds
(other than the Loan Fund) upward or downward, pro rata,
according to the credit balances so that the total of the credit
balances will equal the then Adjusted Net Worth (as defined
below) of that Investment Fund;
(b) next, credit Employer and Participant contributions that are to
be credited as of that date;
(c) next, charge to each Participant's Fund Accounts (other than
the Loan Fund account) an allocable share of the costs of
administering the Plan (including Trustee fees) chargeable to
the Trust Fund as of that Accounting Date, based upon the ratio
of that Fund Account balance to the total Trust Fund balance;
(d) next, credit to each Participant's Loan Fund Account any loans
made to such Participant in accordance with the provisions of
subsection 9.1 and any interest which has accrued on his
outstanding loans since the last preceding Accounting Date;
(e) next, charge to each Participant's Loan Fund account and credit
to his Fund Accounts (in the proportions directed under
subsection 5.2) any payments of principal and interest received
by the Trustee from such Participant since the last preceding
Accounting Date with respect to any loan made to that
Participant in accordance with the provisions of subsection 9.1;
(f) next, charge to the proper Fund Accounts of each Participant all
payments, distributions and loans made since the last
preceding Accounting Date, or payable as of such preceding
Accounting Date that have not been charged previously; and
(g) finally, credit and charge to the proper Fund Accounts of each
Participant any transfers between such Fund Accounts since
the last preceding Accounting Date.
<PAGE>
The "Adjusted Net Worth" of an Investment Fund, (other than the Loan Fund)
as at any Accounting Date means the then net worth of that Fund (that is, the
fair market value of that Fund, less its liabilities other than liabilities to
persons entitled to benefits under the Plan) as determined by the Trustee,
exclusive of, (i) an amount equal to the sum of the portions of all Employer
and Participant contributions paid to the Trustee for the period elapsed since
the last preceding Accounting Date which are invested in that Fund; (ii) an
amount equal to any amount transferred between Investment Funds since the
last preceding Accounting Date; and (iii) an amount equal to any amount
payable to Participants and Beneficiaries as of any prior Accounting Date.
6.3. Statement of Accounts. At least twice each Plan Year at such
times as determined by the Company, the Company will cause to be
delivered to each Participant a statement of his Fund Account balances and
the number of whole shares and any fractional shares of Preferred Stock
(and the number of shares of Common Stock into which it is convertible) and
Common Stock that are credited to his Employer Matching Account.
Section 7
Limitations On Compensation,
Contributions and Allocations
7.1. Reduction of Contribution Rates. To conform the operation of the
Plan to sections 401(a)(4), 401(k)(3), 401(m)(2), 402(g) and 415(c) of the
Code, the Company may unilaterally modify or revoke any Tax Deferral
Election or After-Tax Contribution election made by a Participant pursuant to
subsection 3.3 or 4.1, or may reduce (to zero if necessary) the level of
Employer Matching Contributions to be made on behalf of Highly
Compensated Participants for any month pursuant to subsection 3.2.
7.2. Compensation for Limitation/Testing Purposes.
"Compensation" for purposes of this Section 7 shall mean:
(a) the Participant's wages, salary, commissions, bonuses,
reimbursements, expense allowances and other amounts
received (in cash or kind) during the Plan Year from any
Employer or Related Company for personal services actually
rendered in the course of employment and includable in gross
income, including taxable fringe benefits, nonqualified stock
options taxable in the year of grant, amounts taxable under a
section 83(b) election and nondeductible moving expenses, but
excluding distributions from any deferred compensation Plan
(qualified or nonqualified), amounts realized from the exercise
of (or disposition of stock acquired under) any nonqualified
stock option or other benefits given special tax treatment; plus
<PAGE>
(b) any elective contributions made on the Participant's behalf for
the Plan Year to a Plan sponsored by an Employer or a Related
Company that are not currently includable in income pursuant
to section 125 or 402(a)(8) of the Code,
up to a maximum limit for Plan Years beginning after 1988 of the maximum
amount permitted for any such Plan Year under Code section 401(a)(17),
taking into account any required proration of such amount under applicable
regulations.
7.3. Limitations on Annual Additions. Notwithstanding any other
provisions of the Plan to the contrary, a Participant's Annual Additions (as
defined below) for any Plan Year shall not exceed an amount equal to the
lesser of:
(a) $30,000 (or, if greater, 1/4 of the dollar limitation in effect under
section 415(b)(1)(A) of the Code); or
(b) 25 percent of the Participant's Compensation for that Plan Year
(determined without regard to either clause (b) of subsection
7.2 or the limitation under section 401(a)(17) of the Code),
calculated as if each Section 415 Affiliate (defined below) were
a Related Company,
reduced by any Annual Additions for the Participant for the Plan Year under
any other defined contribution Plan of an Employer or a Related Company or
Section 415 Affiliate, provided that, if any other such Plan has a similar
provision, the reduction shall be pro rata. The term "Annual Additions"
means, with respect to any Participant for any Plan Year, the sum of all
contributions (excluding Rollover Contributions) allocated to a Participant's
Accounts under the Plan for such year pursuant to subsection 6.2 regardless
of whether any such amounts (or portions thereof), other than After-Tax
Contributions, are subsequently distributed in accordance with subsection
7.8, 7.10,7.12 or 7.13. The term Annual Additions shall also include
employer contributions allocated for a Plan Year to any individual medical
account (as defined in section 415(a) of the Code) of a Participant under a
defined benefit plan and any amount allocated for a Plan Year to the
separate account of a Participant for payment of post-retirement medical
benefits under a funded welfare benefit Plan (as described in section
419A(d)(2) of the Code), which is maintained by an Employer or a Related
Company or a Section 415 Affiliate. "Section 415 Affiliate means any entity
that would be a Related Company if the ownership test of section 414 of the
Code was "more than 50%" rather than "at least 80%".
<PAGE>
7.4. ESOP Adjustment. If, in any Plan Year beginning before
January 1, 1990, no more than one-third of the Employer contributions under
the Brunswick Employee Stock Ownership Plan ("ESOP") are allocated to
Participants who are officers of the Employers and the Related Companies or
persons whose Compensation for that year exceeds an amount equal to
twice the amount set forth in paragraph 7.3(a) (determined without regard to
this sentence), the amount otherwise described in that paragraph shall be
increased (but not to an amount exceeding twice such amount) by the
amount of Employer contributions for that Plan Year which are eligible for the
credit under section 41(a) of the Code or any successor to such provision
and are allocated to the Participant's account under the ESOP.
7.5. Excess Annual Additions. If, as a result of the allocation of
forfeitures, a reasonable error in estimating a Participant's Compensation or
such other mitigating circumstances as the Commissioner of Internal
Revenue shall prescribe, the Annual Additions for a Participant for a Plan
Year exceed the limitations set forth in subsections 7.3 and 7.4, the excess
amounts shall be treated, as necessary, in accordance with Treas. Reg.
1.415-6(b)(6)(iii), after any After-Tax Contributions, and then any Before-Tax
Contributions, are first returned.
7.6. Allocation Among Employers. If the amount of Employer
contributions otherwise allocable to a Participant in any Plan Year would
exceed the limitations imposed by the provisions of subsection 7.3, and the
Participant is employed by more than one Employer during that year, the
amount of each Employer's contribution which would otherwise be allocated
and credited to the Participant's Accounts shall be reduced by an amount
determined by multiplying such excess amount by a fraction, the numerator of
which is the sum of the Employer contributions of that Employer otherwise
allocable to the Participant for that year, and the denominator of which is the
sum of the Employer contributions of all Employers otherwise allocable to the
Participant for that year.
7.7. Combined Plan Limitation. If a Participant also participates in
any defined benefit plan (as defined in section 415(k) of the Code)
maintained by an Employer or a Related Company or Section 415 Affiliate,
the aggregate benefits payable to, or on account of, the Participant under
such plan together with this Plan shall be determined in a manner consistent
with section 415(e) of the Code. The benefit provided for the Participant
under the defined benefit plan shall be adjusted to the extent necessary so
that the sum of the "defined benefit fraction" and the "defined contribution
fraction" (as such terms are defined in section 415(e) of the Code and
applicable regulations thereunder) calculated with regard to such Participant
does not exceed 1.0. For purposes of this subsection 7.7, all qualified
defined benefit plans (whether or not terminated) of the Employers, Related
Companies and Section 415 Affiliates shall be treated as one defined benefit
plan.
<PAGE>
7.8. $7,000 Limitation. In no event shall the Pre-Tax Contributions
for a Participant under the Plan (together with elective deferrals under any
other cash-or-deferred arrangement maintained by an Employer or a Related
Company) for any taxable year exceed $7,000 or such larger amount as may
be permitted under section 402(g) of the Code. If during any taxable year a
Participant is also a participant in another cash or deferred arrangement, and
if his elective deferrals under such other arrangement together with his Pre-
Tax Contributions exceed the maximum amount permitted for the Participant
for that year under section 402(g) of the Code, the Participant, not later than
March 1 following the close of such taxable year, may request the Company
to direct the Trustee to distribute all or a portion of such excess to him, with
any allocable gains or losses for that Plan Year (determined in accordance
with any reasonable method adopted by the Committee for that Plan Year
that satisfies applicable Treasury regulations). Any such request shall be in
writing and shall include adequate proof of the existence of such excess, as
determined by the Committee in its sole discretion. If the Committee is so
notified, such excess amount shall be distributed to the Participant no later
than the April 15 following the close of the Participant's taxable year. In
addition, if the applicable limitation for a Plan Year happens to be exceeded
with respect to this Plan alone, or this Plan and another plan or plans of the
Employers and Related Companies, the Committee shall direct such excess
Before-Tax Contributions (with allocable gains or losses) to be distributed to
the Participant as soon as practicable after the Committee is notified of the
excess deferrals by the Company, an Employer or the Participant, or
otherwise discovers the error (but no later than the April 15 following the
close of the Participant's taxable year). Notwithstanding the foregoing
provisions of this subsection 7.8, the dollar amount of any distribution due
hereunder shall be reduced by the dollar amount of any Before-Tax
Contributions previously distributed to the same Participant pursuant to
subsection 7.10, provided, however, that for purposes of subsections 7.3 and
7.9, the correction under this subsection 7.8 shall be deemed to have
occurred before the correction under subsection 7.10.
<PAGE>
7.9. Section 401(k)(3) Testing. For any Plan Year, the amount by
which the average of the Deferral Percentages (as defined below) of each
eligible employees who is Highly Compensated (the "Highly Compensated
Group Deferral Percentage") exceeds the average of the Deferral
Percentages of each eligible employee who is not Highly Compensated (the
"Non-highly Compensated Group Deferral Percentage") shall be less than or
equal to either (i) a factor of 1.25 or (ii) both a factor of 2 and
a difference of 2. "Deferral Percentage" for any eligible employee for a
Plan Year shall be determined by dividing his Pre-Tax Contributions for the
year by his Compensation for the year, subject to the following special rules:
(a) any employee eligible to participate in the Plan at any time
during a Plan Year shall be counted, regardless of whether any
Pre-Tax Contributions are made on his behalf for the year;
(b) the Deferral Percentage for any Highly Compensated
Participant who is eligible to participate in the Plan and who is
also eligible to make other elective deferrals under one or more
other plans described in section 401(k) of the Code maintained
by an Employer or a Related Company for a plan year that ends
with or within the same calendar year as the Plan Year, shall be
determined as if all such elective deferrals were made on his
behalf under the Plan;
(c) for purposes of determining the Deferral Percentage of a Highly
Compensated Participant who is a 5-percent owner of an
Employer or a Related Company or one of the ten most highly-
paid employees of all the Employers and Related Companies,
the Pre-Tax Contributions and Compensation of such
Participant shall include the Pre-Tax Contributions and
Compensation for the Plan Year of his family members (as
defined in section 414(q)(6) of the Code), and any such family
members shall be disregarded as separate employees in
determining the Highly Compensated and Non-highly
Compensated Group Deferral Percentages;
(d) in the event that this Plan satisfies the requirements of sections
401(k), 401(a)(4) or 410(b) of the Code only if aggregated with
one or more other plans, or if one or more other plans satisfy
the requirements of such sections of the Code only if
aggregated with this Plan, then this subsection 7.9 shall be
applied as if all such plans were a single plan; provided,
however, that for Plan Years beginning after 1989, such plans
may be aggregated in order to satisfy section 401(k) of the
Code only if they have the same plan year;
<PAGE>
(e) excess Before-Tax Contributions distributed to a Participant
under subsection 7.8 shall be counted in determining such
Participant's Deferral Percentage, except in the case of a
distribution to a non-Highly Compensated Participant required
to comply with section 401(a)(30) of the Code; and
(f) union Participants shall be tested separately from non-union
Participants, and all Participants who are members of a single
collective bargaining unit may be tested separately under this
subsection 7.9 (on a reasonable and reasonably consistent
basis from year to year).
Application of this subsection 7.9 shall be made in accordance with section
401(k)(3) of the Code and applicable regulations thereunder.
7.10. Correction Under Section 401(k) Test. In the event that the
Highly Compensated Group Deferral Percentage for any Plan Year does not
initially satisfy one of the tests referred to in subsection 7.9, the Company
shall direct the Trustee to distribute to Highly Compensated Participants
enough of their Pre-Tax Contributions under the leveling method described in
applicable Treasury regulations, with any allocable gains or losses for the
Plan Year (determined in accordance with any reasonable method adopted
by the Committee for that Plan Year that satisfies applicable Treasury
regulations), so that the Highly Compensated Group Deferral Percentage
meets one of the tests referred to in subsection 7.9. The amounts to be
distributed to any Participant pursuant to this subsection 7.10 shall be
reduced by the amount of any Pre-Tax Contributions distributed to him for the
taxable year ending with or within such Plan Year pursuant to subsection 7.8.
The Committee shall take such actions no later than the close of the Plan
Year following the Plan Year for which the excess Pre-Tax Contributions
were made.
7.11. Code Section 401(m)(2) Testing. For any Plan Year, the
amount by which the average of the Contributions Percentages (as defined
below) of each eligible employee who is Highly Compensated (the "Highly
Compensated Group Contribution Percentage") exceeds the average of the
Contribution Percentages of each eligible employee who is not Highly
Compensated (the "Non-highly Compensated Group Contribution
Percentage") shall be less than or equal to either (i) a factor of 1.25 or (ii)
both a factor of 2 and a difference of 2. The "Contribution Percentage" for
any eligible employee for a Plan Year shall be determined by dividing his
After-Tax Contributions and the Employer Matching Contributions for the year
by his Compensation for the year, subject to the following rules:
(a) any employee eligible to participate in the Plan at any time
during a Plan Year shall be counted, regardless of whether any
After-Tax or Employer Matching Contributions are made by or
for him for the year;
<PAGE>
(b) the Contributions Percentage for any Highly compensated
Participant who is eligible to participate in the Plan and who is
also eligible to participate in one or more other qualified plans
maintained by an Employer or a Related Company with after-tax
or matching contributions shall be determined as if all such
contributions were made under the Plan; and
(c) for purposes of determining the Contribution Percentage of a
Highly compensated Participant who is a 5-percent owner of an
Employer or a Related company or one of the ten most highly-
paid employees of all the Employers and Related Companies,
the After-Tax Contributions, Employer Matching Contributions
and Compensation of such Participant shall include the After-
Tax Contributions, Employer Matching Contributions and
Compensation for the Plan Year of his family members (as
defined in section 414(q)(6) of the Code), and any such family
members shall be disregarded as separate employees in
determining the Highly Compensated and Non-Highly
Compensated Group Contribution Percentages;
(d) in the event that this Plan satisfies the requirements of section
401(m), 401(a)(4) or 410(b) of the Code only if aggregated with
one or more other plans, or if one or more other plans satisfy
the requirements of such sections of the Code only if
aggregated with this Plan, then this subsection 7.11 shall be
applied as if all such plans were a single plan; provided,
however, that for Plan Years beginning after 1989, such plans
may be aggregated in order to satisfy section 401(m) of the
Code only if they have the same Plan year; and
(e) all Participants who are members of a collective bargaining unit
shall be disregarded under this subsection 7.11.
Application of the provisions of this subsection 7.11 shall be made in
accordance with the requirements of section 410(m) of the Code and the
regulations thereunder.
<PAGE>
7.12. Correction Under Section 401(m) Test. In the event that the
Highly Compensated Group Contribution Percentage for any Plan Year does
not initially satisfy one of the tests referred to in subsection 7.11, the
Company shall direct the Trustee to distribute to Highly Compensated
Participants enough of their After-Tax and Employer Matching Contributions
under the leveling method of applicable Treasury regulations, with any
allocable gains or losses for such Plan Year (determined in accordance with
any reasonable method adopted by the Committee for that Plan Year that
satisfies applicable Treasury regulations), so that the Highly Compensated
Group Contribution Percentage meets one of the tests referred to in
subsection 7.11. Any such distribution shall be made first from After-Tax
Contributions, then (if necessary) from Employer Matching Contributions.
The Committee shall make any necessary distribution no later than the close
of the Plan Year following the Plan Year in which such excess contributions
were contributed.
7.13. Multiple Use of Alternative Limitation. Notwithstanding any
other provision of this Section 7, for Plan Years beginning on or after
January 1, 1989, if the 1.25 factors referred to in subsections 7.9 and 7.11
are both exceeded for a Plan Year, the leveling method of correction
prescribed in subsection 7.12 shall be continued until the combined limitation
set forth in Treas. Reg. 1.401(m)-2(b) is satisfied for such Plan Year.
7.14. Highly Compensated. An employee or Participant shall be
"Highly Compensated" for any Plan Year if during that Plan Year or the
preceding Plan Year, he:
(a) was at any time a 5 percent owner of an Employer or a Related
Company;
(b) received Compensation in excess of $75,000 (indexed for cost-
of-living adjustments under section 415(d) of the Code);
(c) received Compensation in excess of $50,000 (indexed for cost-
of-living adjustments under section 415(d) of the Code), and
was in the top-paid group of employees (as defined below) for
such year; or
(d) was at any time an officer and received Compensation greater
than 50 percent of the amount in effect under section
415(b)(1)(A) of the Code for such year, provided that the
officers taken into account under this paragraph (d) shall be
limited to 50, or if less, the greater of 3 or 10% of the employee
of all the Employers and Related companies;
<PAGE>
provided, however, that an employee in category (b), (c) or (d) above for the
current Plan Year who does not fall within at least one such category for the
preceding Plan Year shall not be considered Highly Compensated for the
current Plan Year unless he is also among the 100 most highly-paid
employees of all the Employers and Related companies for such current
year. An employee shall be considered to be in the "top-paid group" of
employees for any year if such employee is in the group consisting of the top
20 percent of the active employees of all the Employers and Related
Companies when ranked on the basis of Compensation paid during such
year. In determining the total number of active employees in a year, the
following provisions shall apply:
(i) the term "employee" shall include a leased employee who is
treated as an employee pursuant to the provisions of section
414(n)(2) of the Code, other than any individual who is covered
by a safe-harbor Plan described in section 414(n) of the Code;
and
(ii) the following employees shall be disregarded: employees who have
not attained age 21 by the end of the year; employees who by the end
of the year have not completed 6 months of service (including service
in the immediately preceding year); employees who normally work less
than 17-1/2 hours per week; employees who normally work less than 6
months during any year; and non-resident aliens with no U.S. source
income.
SECTION 8
Vesting and Termination Dates
8.1. Determination of Vested Interest. A Participant at all times shall
have a fully vested, nonforfeitable interest in his Pre-Tax Account, Employer
Matching Account, After-Tax Account and Rollover Account.
8.2. Termination Date. A Participant's "Termination Date" shall be the
date on which his employment with the Employers and Related Companies
terminates for any reason.
8.3. Distribution Only Upon Separation From Service.
Notwithstanding any other provision of the Plan to the contrary, a Participant
may not commence distribution of his Account pursuant to Section 10, even
though his employment with the Employers and Related Companies has
terminated, unless or until he also has a "separation from service" within the
meaning of section 401(k)(2)(B) of the Internal Revenue Code. The
foregoing restriction shall not apply, however, if the Participant's termination
of employment occurs in connection with the sale by an Employer to an
unrelated corporation of at least 85 percent of the assets of a trade or
business, or the sale of its interest in a subsidiary to an unrelated entity,
provided (a) the Participant remains employed by such business or
subsidiary after the sale, (b) the Employer continues to maintain the Plan
after the sale, (c) no transfer of the Accounts occurs or is scheduled to occur
after the sale pursuant to subsection 13.3 to a plan of such subsidiary or of
the purchaser of such assets (or any entity affiliated therewith), and (d) the
Participant requests distribution of his Account under the Plan in a lump sum
by the end of the second calendar year after the year in which the sale
occurs.
<PAGE>
Section 9
Loans and Pre-Termination Withdrawals
9.1. Loans. Upon written request by a Participant who is an employee
of an Employer or who is a "party in interest" with respect to the Plan (as
such term is defined in section 3(14) of ERISA), the Company, subject to
such terms and conditions as the Committee may uniformly impose from time
to time, may authorize a loan to be made from the Trust Fund to the
Participant as of any Accounting Date (after all adjustments then required
under the Plan have been made) occurring after the first anniversary of the
date on which the Participant initially filed a Tax Deferral Election in
accordance with the provisions of subsection 3.3, subject to the following:
(a) No loan shall be made to a Participant if, immediately after such
loan, the sum of the outstanding balances (including principal
and interest) of all loans made to him under this Plan and under
any other qualified retirement plans maintained by the Related
Companies would exceed the lesser of:
(i) $50,000, reduced by the excess, if any, of:
(A) the highest outstanding balance of all loans to the
Participant from the plans during the one-year
period ending on the day immediately before the
date on which the loan is made; over
(B) the outstanding balance of loans from the plans to
the Participant on the date on which such loan is
made; or
(ii) the greater of $10,000 or one-half of the aggregate vested
interest of the Participant under all such plans;
and no loan shall be made to a Participant if the aggregate
amount of that loan and the outstanding balance of any other
loans to the Participant from the Plan would exceed one-half of
the total vested balance of the Participant's Accounts under the
Plan as of the date the loan is made.
(b) No loan shall be made from a Fund Account maintained for the
investment of After-Tax Contributions.
<PAGE>
(c) Subject to paragraph (b) above, each loan to a Participant shall
be charged against the Participant's Accounts pro rata and
shall be charged against each Investment Fund in which his
Accounts are invested in the same ratio as the value of his
interest in such Fund with respect to the applicable Account
bears to the total of all his interest in that Account.
(d) Each loan shall be evidenced by a written note providing for:
(i) a reasonable repayment period of not more
than 5 years from the date of the loan (or such
longer period as the Committee may permit for
a loan used to acquire a dwelling which, within
a reasonable period of time, will be used as
the Participant's principal residence);
(ii) a reasonable rate of interest;
(iii) substantially equal payments of principal and
interest over the term of the loan no less
frequently than quarterly; and
(iv) such other terms and conditions as the
Committee shall determine.
(e) Payments of principal and interest to the Trustee with respect
to any loan shall be credited to the Participant's Fund
Accounts in accordance with his current investment directions.
(f) Generally, loan repayments will be made by payroll deduction.
However, during any period when payroll deduction is not
possible or is not permitted under applicable law, repayment
will be made by personal check.
(g) The loan may be prepaid in full at any time without penalty.
<PAGE>
(h) Any loan to a Participant shall become immediately due and
payable upon his termination of employment with the
Employers, except in the case of a Participant who continues
to be a party in interest to the Plan after such termination.
Notwithstanding any other provision of the Plan to contrary, if
the outstanding balance of principal and interest on any loan
is not paid at the expiration of its term or upon acceleration in
accordance with the preceding sentence, a default shall occur
and the Trustee shall apply all or a portion of the Participant's
interest in the Plan in satisfaction of such outstanding
obligation, but only to the extent such interest (or portion
thereof) is then distributable under applicable provisions of the
Code. If necessary to satisfy the entire outstanding obligation,
such application of the Participant's interest may be executed
in a series of actions as amounts credited to the Participant's
Account become distributable.
(i) A Participant's obligation to repay a loan (or loans) from the
Plan shall be secured by the Participant's vested interest in
the Plan.
(j) If distribution is to be made to a Beneficiary in accordance
with Section 10, any outstanding promissory note of the
Participant shall be canceled and the unpaid balance of the
loan, together with any accrued interest thereon, shall be
treated as a distribution to or on behalf of the Participant
immediately prior to commencement of distribution to the
Beneficiary.
(k) The Committee shall establish uniform procedures for
applying for a loan, evaluating loan applications, and setting
reasonable rates of interest, which shall be communicated to
Participants in writing.
9.2. Withdrawal of After-Tax Contributions. As of any Accounting
Date (but not more than twice during any Plan Year), a Participant may, by
writing filed with the Company at such time and in such manner as the
Company may require, withdraw an amount that is not less than $1,000 (or if
less, 100% of the amount then credited to his After-Tax Account) and not
greater than the amount then credited to his After-Tax Account.
9.3. Withdrawal of Pre-Tax Contributions. Subject to the provisions
of subsection 9.5, as of any Accounting Date, a Participant may withdraw
from his Pre-Tax Account any amount after attainment of age 59-1/2 or any
amount (other than earnings credited after December 31, 1988) necessary to
meet a Hardship (as defined in subsection 9.4) prior to age 59-1/2.
Notwithstanding the foregoing sentence, any withdrawal in accordance with this
subsection 9.3 shall not be greater than the amount credited to his Pre-Tax
Account (exclusive of amounts invested under the Loan Fund). Any request
for a withdrawal in accordance with this subsection 9.3 shall be by writing
filed with the Company at such time and in such manner as the Company
may require.
<PAGE>
9.4. Hardship. A withdrawal will not be considered to be made on
account of "Hardship" unless the following requirements are met:
(a) The withdrawal is requested because of an immediate and
heavy financial need of the Participant, and will be so deemed
if the Participant represents that the withdrawal is made on
account of:
(i) medical expenses incurred by the Participant,
the Participant's spouse or any dependent of
the Participant (as defined in section 152 of
the Code) or necessary for such persons to
obtain such medical care;
(ii) the purchase (excluding mortgage payments)
of a principal residence of the Participant;
(iii) payment of tuition and related educational
fees for the next twelve months of post-
secondary education for the Participant, or his
spouse, children or dependents;
(iv) the need to prevent the eviction of the
Participant from his principal residence or
foreclosure on the mortgage of the
Participant's principal residence; or
(v) any other circumstances of immediate and
heavy financial need identified as such in
revenue rulings, notices or other documents
of the Internal Revenue Service or general
applicability.
(b) The withdrawal must also be necessary to satisfy the
immediate and heavy financial need of the Participant. It will
be considered necessary if the Committee determines that the
amount of the distribution does not exceed the amount
required to relieve the financial need (taking into account any
applicable income or penalty taxes resulting from the
withdrawal) and if the need cannot be satisfied from other
resources that are reasonably available to the Participant. In
making this determination, the Committee may reasonably rely
on the Participant's representation that the need cannot be
relieved:
<PAGE>
(i) through reimbursement or compensation by
insurance or otherwise;
(ii) by reasonable liquidation of the Participant's
assets, to the extent such liquidation would
not itself give rise to an immediate and heavy
financial need;
(iii) by ceasing to make Pre-Tax or After-Tax
Contributions to the Plan (or any other plan of
the Employer permitting deferral of
compensation); or
(iv) by a loan pursuant to subsection 9.1 or by
borrowing from commercial sources on
reasonable commercial terms.
(c) The withdrawal must be made pursuant to a written request to
the Committee, which request shall include any representation
required by this subsection 9.4 and adequate proof thereof, as
determined by the Committee in its sole discretion.
9.5. Order of Withdrawal from Accounts. A Participant who has not
attained age 59-1/2 may not withdraw any amount in accordance with
subsection 9.3 unless he has first withdrawn all amounts which could then be
withdrawn by him in accordance with subsection 9.2.
9.6. Order of Withdrawal from Investment Funds. Any withdrawal
from an Account of a Participant which is made in accordance with this
Section 9, shall be made, in cash, from the Fund Accounts (other than the
Loan Fund) maintained on behalf of the Participant for the investment of that
Account pro rata according to the balances in such Fund Accounts.
9.7. Direct Rollover Option. To the extent required under the
applicable provisions of section 401(a)(31) of the Code and regulations
issued thereunder, any person receiving an "eligible rollover distribution" (as
defined therein) on or after January 1, 1993, either as a withdrawal pursuant
to this Section 9 or a distribution pursuant to Section 10, may direct the
Company to transfer such distributable amount, or a portion thereof, to an
"eligible retirement plan" (as defined therein), in accordance with uniform
rules established by the Company.
<PAGE>
Section 10
Post-Termination Distributions From Account Balances
10.1. Manner of Making Payments. Subject to the following
provisions of this Section 10, distribution of a Participant's Account shall be
made to or for the benefit of the Participant or, in the event of the
Participant's death, to or for the benefit of the Participant's Beneficiary, by
payment in a lump sum.
10.2. Payment in Cash or Common Stock. The portion of a
Participant's Account balance which is not invested in Preferred Stock or
Common Stock shall be distributed in cash. A Participant, or in the event of
his death his Beneficiary, may elect, by writing filed with the Company at
such time and in such form as the Company may require (i) to have that
portion of his Account balance which is invested in Common Stock
distributed in the form of Common Stock and to have that portion of his
Account balance which is invested in Preferred Stock converted into shares
of Common Stock and distributed to him or (ii) to receive in cash the fair
market value (determined as of the Accounting Date as of which distribution
is to be made) of the Common Stock which would otherwise be distributed to
him. In the event that a Participant or Beneficiary fails to properly make any
such election, the portion of the Participant's Account balance which is
invested in Preferred Stock and Common Stock shall be distributed in shares
of Common Stock if such distributions would include 100 or more such
shares and shall be distributed in cash if there would be less than 100 such
shares distributed.
10.3. Commencement of Benefits. Subject to the provisions of
subsection 10.4, benefits payable to or on account of any Participant shall be
determined as of the Accounting Date coincident with or next following the
date on which he attains age 65 years or if later, his Termination Date, and
distribution of such benefits shall commence as soon as practicable after his
Account balance has been determined, subject to the following:
(a) A Participant may elect to have the distribution of his Account
balance commence as soon as practicable after the
Accounting Date coincident with or next following his
Termination Date or the first Accounting Date after the Plan
Year in which his Termination Date occurs.
(b) If the Participant's Account balances (including any loans
outstanding on his Termination Date), determined as of the
Accounting Date coincident with or next following his
Termination Date, do not exceed $3,500, such Account
balances shall be immediately distributed to the Participant or
Beneficiary.
(c) If the Participant dies prior to the commencement of his
benefits, distribution of his benefits to any Beneficiary shall
commence as of the Accounting Date coincident with or next
following the date of his death.
<PAGE>
10.4. Limits on Commencement and Duration of Distributions. The
following distribution rules shall be applied in accordance with sections
401(a)(9) and 401(a)(14) of the Code and applicable regulations thereunder:
(a) In no event shall distribution commence later than 60 days
after the close of the Plan Year in which the later of the
following event occurs: the Participant's attainment of age 65
or the Participant's Termination Date.
(b) Notwithstanding any other provision herein to the contrary,
distribution of the entire balance of the Participant's Accounts
shall be made on his Required Beginning Date, that is, April 1
of the calendar year following the calendar year in which he
attains age 70-1/2 (unless the Participant attained age 70-1/2
prior to January 1, 1988 during a Plan Year when he was not
a 5% or more owner, as described in Code section 416, in
which case his Required Beginning Date will be delayed until
his Termination Date), and each December 31 thereafter as
long as such employee continues to actively participate in the
Plan.
10.5. Facility of Payment. Notwithstanding the provisions of
subsection 10.1, if, in the Committee's opinion, a Participant or other person
entitled to benefits under the Plan is under a legal disability or is in any way
incapacitated so as to be unable to manage such person's financial affairs,
the Committee may, until claim is made by a conservator or other person
legally charged with the care of such person or of the estate of such person,
direct the Trustee to make payment to a relative or friend of such person for
the benefit of such person. Thereafter, any benefits under the Plan to which
such Participant or other person is entitled shall be paid to such conservator
or other person legally charged with the care of such person or the estate of
such person.
<PAGE>
10.6. Interests Not Transferable. The interests of Participants and
other persons entitled to benefits under the Plan and Trust are not subject to
the claims of their creditors and may not be voluntarily or involuntarily
assigned, alienated or encumbered except in the case of a qualified domestic
relations order which relates to the provision of child support, alimony
payments or marital rights of a spouse, child or other dependent of a
Participant and which meets such other requirements as may be imposed by
section 414(p) of the Code or regulations issued thereunder.
Notwithstanding any other provision of the Plan to the contrary, distribution of
the entire portion of the vested Account balance of a Participant awarded to
his alternate payee may be made in a lump sum payment as soon as
practicable after the Committee determines that such order is qualified,
without regard to whether the Participant would himself be entitled under the
terms of the Plan to withdraw or receive a distribution of such vested amount
at that time, so long as the terms of the order provide for such immediate
distribution either specifically or by general reference to any manner of
distribution permitted under the Plan.
10.7. Absence of Guaranty. None of the Trustee, the Committee or
the Employers in any way guarantee the Trust Fund from loss or
depreciation. The Employers do not guarantee any payment to any person.
The liability of the Trustee to make any payment is limited to the available
assets of the Trust Fund.
10.8. Designation of Beneficiary. Subject to the foregoing provisions
of this Section 10, each Participant, from time to time by signing a form
furnished by the Committee, may designate any legal or natural person or
persons (who may be designated contingently or successively) to whom his
benefits are to be paid if he dies before he receives all of his benefits;
provided, however, that if a Participant is legally married on the date of his
death, designation of a Beneficiary other than his spouse shall be effective
with respect to a Participant with an hour of service (as defined in Labor Reg.
2530.200b-2) under the Plan on or after January 1, 1985, only if:
(a) the Participant's spouse acknowledges the effect of that
designation and consents to the designation of the specific
Beneficiary in a writing which is filed with the Committee in
such form as the Committee may require and is witnessed by
either a notary public or a Plan representative appointed or
approved by the Committee; or
(b) it is established to the satisfaction of a Plan representative
appointed or approved by the Committee that the consent
required under paragraph (a) next above cannot be obtained
because there is no spouse, because the spouse cannot be
located or because of such other circumstances as the
Secretary of the Treasury may prescribe in regulations.
<PAGE>
A Beneficiary designation form will be effective only if (and when) the signed
form is received by the Company while the Participant is alive and will cancel
all Beneficiary designation forms filed earlier. Except as otherwise
specifically provided in this Section 10, if a deceased Participant failed to
designate a Beneficiary as provided above, or if the designated Beneficiary
of a deceased Participant dies before him or before complete payment of the
Participant's benefits, his benefits shall be paid to the Participant's
surviving spouse or, if there is no surviving spouse, to the legal
representive or representatives of the estate of the last to die of the
Participant and his Beneficiary. If there is any question as to the right of
any Beneficiary to receive a distribution under the Plan, the Trustee, in its
sole discretion, may make payment to the legal representative or
representives of the Participant's estate. The term "Beneficiary" as used in
the Plan means the person or persons to whom a deceased Participant's benefits
are payable under this subsection 10.8.
10.9. Missing Participants or Beneficiaries. Each Participant and
each Beneficiary must file with the Company from time to time in writing his
post office address and each change of post office address. Any
communication, statement or notice addressed to a Participant or Beneficiary
at his last post office address filed with the Company or if no address is filed
with the Company, in the case of a Participant, at his last post office address
as shown on the Employers' records, shall be binding on the Participant and
his Beneficiary for all purposes of the Plan. None of the Employers, the
Company or the Trustee shall be required to search for or locate a
Participant or Beneficiary.
10.10. Disability Distribution. Notwithstanding any other provision of
the Plan to the contrary, a Participant who is disabled, within the meaning of
section 401(k)(2)(B) of the Code, may elect immediate distribution of his
Account balances without regard to whether his Termination Date has
occurred.
<PAGE>
Section 11
Voting, Tender and Exchange Rights of Company Stock
11.1. Voting Rights of Company Stock. At least 20 days before each
annual or special meeting of shareholders of the Company, the Trustee shall
send to each Participant and each Beneficiary of a deceased Participant, a
copy of the proxy soliciting material (including an annual report) for the
meeting, together with a form requesting instructions to the Trustee on how to
vote the number of whole shares and any fractional share of Preferred Stock
and Common Stock in the Participant's Employer Matching Account. In
accordance with the terms of the Brunswick Corporation Certificate of
Designation setting forth the rights of the Preferred Stock, at any time that
Shares of Preferred Stock are held by a person or entity other than an
employee benefit plan of the Company, such Shares shall be converted into
shares of Common Stock. Upon receipt of such instruction, the Trustee shall
vote such shares as instructed, provided that, in the case of fractional
shares, the Trustee shall vote the combined fractional shares to the extent
possible to reflect the direction of the Participants to whose Accounts
fractional shares are credited. The Trustee shall vote shares of Preferred
Stock and Common Stock for which it does not receive voting instructions in
the same proportion as such shares for which it has received directions. To
the extent not otherwise furnished in accordance with the foregoing
provisions of this Section 11, the Company shall furnish the Trustee and
each Participant and each Beneficiary of a deceased Participant with notices
and information statements when voting rights are to be exercised in a time
and manner which comply with applicable law and the provisions of the
Company's charter and bylaws generally applicable to security holders.
Each Participant and each Beneficiary of a deceased Participant is entitled to
direct the exercise of rights other than voting rights in the manner prescribed
by this Section 11 with respect to the voting of Preferred Stock and Common
Stock, provided, however, that the Trustee may exercise such rights with
respect to shares of Preferred Stock and Common Stock for which it does not
receive exercise instructions.
11.2. Tender and Exchange Rights of Company Stock. In the event
of a tender or exchange offer with respect to shares of Preferred Stock and
Common Stock, by a party other than the Company, each Participant and
each Beneficiary of a deceased Participant shall be entitled to direct the
Trustee to tender or exchange the number of whole shares and any fractional
share of Preferred Stock and Common Stock in the Participant's Employer
Matching Account. If required by the terms of the Brunswick Corporation
Certificate of Designation setting forth the rights of Preferred Stock, such
shares shall be converted into shares of Common Stock at any time that such
shares are held by a person or entity other than an employee benefit Plan of
the Company. Any direction received from Participants and Beneficiaries by
the Trustee shall be held in strict confidence. The Company shall cause to
be provided to Participants, and Beneficiaries of deceased Participants, such
notices and information statements as are provided to Company
shareholders generally with respect to any such tender or exchange. If the
Trustee does not receive a timely direction from a Participant or Beneficiary,
the Trustee shall not tender or exchange such shares.
<PAGE>
Section 12
The Benefits Administration Committee and
the Benefits Finance Committee
12.1. Membership. The Benefits Administration Committee (the
"Committee") and the Benefits Finance Committee referred to in subsection
1.4 shall each consist of three or more members appointed by the Board of
Directors of the Company. The Committee and the Benefits Finance
Committee shall each act by the concurrence of a majority of its then
members by meeting or by writing without a meeting. The Committee and the
Benefits Finance Committee, by unanimous written consent, each may
authorize any one of its members to execute any document, instrument or
direction on its behalf. A written statement by a majority of the members of
the Committee or of the Benefits Finance Committee, or by an authorized
member of the Committee or of the Benefits Finance Committee, shall be
conclusive in favor of any person (including the Trustee) acting in reliance
thereon. The provisions of this subsection 12.1 and of the other subsections
of this Section 12, insofar as they pertain to the Benefits Finance Committee,
shall be effective on October 22, 1991.
12.2. Rights, Powers and Duties. The Committee shall have the
following discretionary authority, power, rights and duties in addition to those
vested in it elsewhere in the Plan, and any decision made by the Committee
pursuant to this subsection 12.2 (or any other provision of the Plan granting it
such authority) shall be final.
(a) To interpret and construe the provisions of the Plan.
(b) To adopt such rules of procedure and regulations as are
consistent with the provision of the Plan and as it deems
necessary and proper.
(c) To determine conclusively all questions arising under the
Plan, including the power to determine the eligibility, benefits
and other Plan rights of employees, Participants and
Beneficiaries, and to remedy any ambiguities, inconsistencies,
or omissions of whatever kind.
(d) To maintain and keep adequate records concerning the Plan
and concerning its proceedings and acts in such form and
detail as the Committee may decide.
(e) To direct all benefit payments under the Plan.
<PAGE>
(f) To furnish the Employers with such information with respect to
the Plan as may be required by them for tax or other
purposes.
(g) To establish a claims procedure in accordance with section
503 of ERISA.
(h) To employ agents, attorneys, accountants or other persons
(who may also be employed by or represent the Employers)
for such purposes as the Committee considers necessary or
desirable to discharge its duties.
To the extent applicable to its investment responsibilities, the Benefits
Finance Committee also shall have the authority and duties set forth in
paragraphs (d), (f) and (h) above, in addition to any duties, responsibilities
or authority allocated to it under the terms of the Trust Agreement.
12.3. Delegation by Company, Committee or Benefits Finance
Committee. In exercising their respective authority to control and manage
the investments, operations and administration of the Plan, the Company, the
Committee and the Benefits Finance Committee each may allocate all or any
part 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 and the
acceptance thereof by the Company, the Committee or the Benefits Finance
Committee member or delegate shall be in writing and may be revoked at any
time. Any member or delegate exercising Company, Committee or Benefits
Finance Committee responsibilities and powers under this subsection shall
periodically report to the Company, the Committee or Benefits finance
Committee on its exercise thereof and the discharge of such responsibilities.
12.4. Uniform Rules. In managing the Plan, the Committee shall
uniformly apply rules and regulations adopted by it to all persons similarly
situated.
<PAGE>
12.5. Information to be Furnished to Benefits Administration
Committee. The Employers shall furnish to the Committee such data and
information as may be required for it to discharge its duties. The records of
the Employers as to an employee's or Participant's period of employment,
termination of employment and the reasons therefor, leave of absence,
reemployment and Section 415 Compensation will be conclusive on all
persons unless determined to be incorrect. Participants and other persons
entitled to benefits under the Plan must furnish to the Committee such
evidence, data or information as it considers desirable to carry out the Plan.
12.6. Committee's Decision Final. To the extent permitted by law,
any interpretation of the Plan and any decision on any matter within the
discretion of the Committee made by the Committee is binding on all
persons. A misstatement or other mistake of fact shall be corrected when it
becomes known, and the Committee shall make such adjustment on account
thereof as it considers equitable and practicable.
12.7. Remuneration and Expenses. No remuneration shall be paid
to any Committee or Benefits Finance Committee member as such.
However, the reasonable expenses (including the fees and expenses of
person employed by it in accordance with subsection 12.1(h)) of a Committee
or Benefits Finance Committee member incurred in the performance of a
Committee or Benefits Finance Committee function shall be reimbursed by
the Employers.
12.8. Exercise of Committee's Duties. Notwithstanding any other
provisions of the Plan, the Committee and the Benefits Finance Committee
shall each discharge its duties hereunder solely in the interests of the
Participants in the Plan and other persons entitled to benefits thereunder,
and
(a) for the exclusive purposes of providing benefits to Plan
Participants and other persons entitled to benefits thereunder;
and
(b) with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent person acting in
a like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and with like aims.
12.9. Indemnification of the Committee. The Committee, the
Benefits Finance Committee and the individual members of each shall be
indemnified by the Employers against any and all liabilities, losses, costs and
expenses (including reasonable legal fees and expenses) of whatsoever kind
and nature which may be imposed on, incurred by or asserted against the
Committee, the Benefits Finance Committee or the members of either by
reason of the performance of a Committee or Benefits Finance Committee
function if the Committee, or Benefits Finance Committee or such member
did not, in the opinion of the Board of Directors of the Company, act
dishonestly or in willful violation of the law or regulation under which such
liability, loss, cost or expense arises.
<PAGE>
12.10. Resignation or Removal of Member. A Committee or Benefits
Finance Committee member may resign at any time by giving ten days'
advance written notice to the Employers, the Trustee and the other members
of his committee. The Company may remove a Committee or Benefits
Finance Committee member by giving advance written notice to him, the
other Employers, the Trustee and the other members of his committee.
12.11. Appointment of Successor Member. The Company may fill
any vacancy in the membership of the Committee or Benefits Finance
Committee and shall give prompt written notice thereof to the other members,
the other Employers and the Trustee. While there is a vacancy in the
membership of the Committee or Benefits Finance Committee, the remaining
members shall have the same powers as the full Committee or Benefits
Finance Committee until the vacancy is filled.
12.12. Interested Committee Member. A member of the Committee
may not decide or determine any matter or question concerning the member's
benefits under the Plan unless such decision could be made by that member
under the Plan if that member were not a member of the Committee.
Section 13
Amendment and Termination
13.1. Amendment. While the Employers expect and intend to
continue the Plan, the Company must reserve and reserves the right, subject
to the provisions of subsection 1.14, to terminate the Plan or to amend the
Plan at any time, except as follows:
(a) the duties and liabilities of the Trustee cannot be substantially
changed without its consent; and
(b) no amendment shall reduce a Participant's benefits to less
than the amount such Participant would be entitled to receive
if such Participant had resigned from the employ of all of the
Employers and Related Companies on the date of the
amendment.
<PAGE>
13.2. Termination. The Plan will terminate as to all of the Employers
on any day specified by the Company if advance written notice of the
termination is given to the other Employers. Employees of any Employer
shall cease active participation in the Plan on the first to occur of the
following:
(a) the date on which that Employer, by appropriate action
communicated in writing to the Company, ceases to be a
contributing sponsor of the Plan;
(b) the date that Employer is judicially declared bankrupt or
insolvent; or
(c) the dissolution, merger, consolidation, reorganization or sale
of that Employer, or the sale by that Employer of all or
substantially all of its assets, except that, subject to the
provisions of subsection 13.3, with the consent of the
Company, in any such event arrangements may be made
whereby the Plan will be continued by any successor to that
Employer or any purchaser of all or substantially all of that
Employer's assets, in which case the successor or purchaser
will be substituted for the Employer under the Plan.
13.3. Merger and Consolidation of the Plan, Transfer of Plan Assets.
The Company in its discretion may direct the Trustee to transfer all or a
portion of the assets of this Plan to another defined contribution plan of the
Employers or Related Companies which is qualified under section 401(a) of
the Code or, in the event of the sale of stock of an Employer or all or a
portion of the assets of an Employer, to a qualified plan of an employer which
is not a Related Company. In the case of any merger or consolidation with,
or transfer of assets and liabilities to, any other plan, provision shall be
made so that each affected Participant in the Plan on the date thereof (if the
Plan, as applied to that Participant, then terminated) would receive a benefit
immediately after the merger, consolidation or transfer which is equal to or
greater than the benefit he would have been entitled to receive immediately
prior to the merger, consolidation or transfer if the Plan, as applied to him,
had then terminated.
13.4. Distribution on Termination and Partial Termination. Upon
termination or partial termination of the Plan, all benefits under the Plan
shall continue to be paid in accordance with Section 9 and 10 as such sections
may be amended from time to time.
13.5. Notice of Amendment, Termination or Partial Termination.
Affected Participants will be notified of an amendment, termination or partial
termination of the Plan as required by law.
<PAGE>
Executed at Lake Forest, Illinois this 14th day of December, 1994
to be effective as indicated herein.
Brunswick Corporation
By /s/ Richard S. O'Brien
Its Treasurer
<PAGE>
Supplement A
to
Brunswick Retirement Savings Plan
for Salaried Employees
(Top-Heavy Status)
Application A-1. This Supplement A to Brunswick
Retirement Savings Plan for Salaried Employees
(the "Plan") shall be applicable on and after the
date on which the Plan becomes Top-Heavy (as
described in subsection A-5).
Effective Date A-2. The Effective Date of this Supplement A is
January 1, 1986.
Definitions A-3. Unless the context clearly implies or
indicates the contrary, a word, term or phrase
used or defined in the Plan is similarly used or
defined for purposes of this Supplement A.
Affected A-4. For purposes of this Supplement A, the
Participant term "Affected Participant" means each
Participant who is employed by an Employer or a
Related Company during any Plan Year for
which the Plan is Top-Heavy, subject to the
following:
(a) For any such Plan Year the term "Affected
Participant" shall include any employee of
an Employer who is not a Participant
solely because he failed to make
contributions under subsection 3.1 for that
year.
(b) The term "Affected Participant" shall not
include any Participant who is covered by
a collective bargaining agreement if
retirement benefits were the subject of
good faith bargaining between his
Employer and his collective bargaining
representative.
<PAGE>
Top-Heavy A-5. The Plan shall be "Top-Heavy" for any Plan
Year if, as of the Determination Date for that
year (as described in paragraph (a) next below),
the present value of the benefits attributable to
Key Employees (as defined in subsection A-6)
under all Aggregation Plans (as defined in
subsection A-8) exceeds 60% of the present
value of all benefits under such plans. The
foregoing determination shall be made in
accordance with the provisions of section 416 of
the Code. Subject to the preceding sentence:
(a) The Determination Date with respect to
any Plan for purposes of determining Top-
Heavy status for any plan year of that plan
shall be the last day of the preceding plan
year or, in the case of the first plan year of
that plan, the last day of that year. The
present value of benefits as of any
Determination Date shall be determined
as of the accounting date or valuation
date coincident with or next preceding the
Determination Date. If the plan years of
all Aggregation Plans do not coincide, the
Top-Heavy status of the plan on any
Determination Date shall be determined
by aggregating the present value of plan
benefits on that date with the present
value of the benefits under each other
Aggregation Plan determined as of the
Determination Date of such other
Aggregation Plan which occurs in the
same calendar year as the plan's
Determination Date.
(b) Benefits under any plan as of any
Determination Date shall include the
amount of any distributions from that plan
made during the plan year which includes
the Determination Date (including
distributions under a terminated plan
which, if it had not been terminated, would
have been required to be included in an
aggregation group) or during any of the
preceding four Plan years, but shall not
include any amounts attributable to
employee contributions which are
deductible under section 219 of the Code,
any amounts attributable to employee-
initiated rollovers or transfers made after
December 31, 1983 from a Plan
maintained by an unrelated employer, or,
in the case of a defined contribution Plan,
any amounts attributable to contributions
made after the Determination Date unless
such contributions are required by section
412 of the Code or are made for the plan's
first Plan year.
<PAGE>
(c) Benefits attributable to a participant shall
include benefits paid or payable to a
beneficiary of the participant, but shall not
include benefits paid or payable to any
participant who has not performed
services for an Employer or Related
Company during any of the five Plan
years ending on the applicable
Determination Date; provided, however,
that if a Participant performs no services
for five years and then performs services,
the benefits attributable to such
participant shall be included.
(d) The accrued benefit of any key participant
who is a Non-Key Employee with respect
to a plan but who was a Key Employee
with respect to such plan for any prior
plan year shall not be taken into account.
(e) The accrued benefit of a Non-Key
Employee shall be determined under the
method which is used for accrual
purposes for all plans of the Employer and
Related Companies; or, if there is not
such method, as if the benefit accrued not
more rapidly than the slowest accrual rate
permitted under section 411(b)(1)(C) of
the Code.
(f) The present value of benefits under all
defined benefit plans shall be determined
on the basis of a 6% per annum interest
factor and the 1984 Unisex Pension
Mortality Table, with a one year setback.
<PAGE>
Key Employee A-6. The term "Key Employee" means an
employee or deceased employee (or beneficiary
of such deceased employee) who is a Key
Employee within the meaning ascribed to that
term by section 416(i) of the Code. Subject to
the preceding sentence, the term Key Employee
includes any employee or deceased employee
(or beneficiary of such a deceased employee)
who at any time during the Plan year which
includes the Determination Date or during any of
the four preceding Plan years was:
(a) an officer of any Employer or Related
Company with Section 415 Compensation
for that year in excess of 50 percent of the
amount in effect under section
415(b)(1)(A) of the Code for the calendar
year in which that year ends; provided,
however, that the maximum number of
employees who shall be considered Key
Employees under this paragraph (a) shall
be the lesser of 50 or 10% of the total
number of employees of the Employers
and the Related Companies disregarding
excludable employees under Code
section 414(q)(8).
(b) one of the 10 employees owning the
largest interests in any Employer or any
Related Company (disregarding any
ownership interest which is less than 1/2
of one percent), excluding any employee
for any plan year whose Compensation for
that year did not exceed the applicable
amount in effect under section
415(c)(1)(A) of the Code for the calendar
year in which that year ends;
(c) a 5% owner of any Employer or of any
Related Company; or
(d) a 1% owner of any Employer or any
Related Company having Compensation
in excess of $150,000.
<PAGE>
Compensation A-7. The term "Compensation" for purpose of
this Supplement A generally means W-2
compensation for the calendar year ending with
or within that Plan year, not exceeding $150,000
or such larger amount as may be permitted for
any year under Code section 401(a)(17).
However, for Plan Years beginning on or after
January 1, 1989, solely for purposes of
determining who is a Key Employee, the term
"Compensation" means compensation as defined
in Code section 414(q)(7).
Non-Key Employee A-8. The term "Non-Key Employee" means any
employee (or beneficiary of a deceased
employee) who is not a Key Employee.
Aggregation A-9. The term "Aggregation Plan" means
Plan the Plan and each other retirement Plan
maintained by an Employer or Related Company
which is qualified under section 401(a) of the
Code and which:
(a) during the plan year which includes the
applicable Determination Date, or during
any of the preceding four plan years,
includes a Key Employee as a participant;
(b) during the plan year which includes the
applicable Determination Date or, during
any of the preceding four plan years,
enables the Plan or any plan in which a
Key Employee participates to meet the
requirements of sections 401(a)(4) or 410
of the Code; or
(c) would meet the requirements of sections
401(a)(4) and 410 if it were considered
together with the Plan and all other plans
described in paragraphs (a) and (b) next
above.
Required A-10. The term "Required Aggregation Plan"
Aggregation Plan means a plan described in either paragraph (a)
or (b) of subsection A-9.
<PAGE>
Permissive A-11. The term "Permissive Aggregation
Aggregation Plan Plan" means a plan described in paragraph (c) of
subsection A-9.
Minimum A-12. For any Plan Year during which the
Contribution Plan is Top-Heavy, the minimum amount of
Employer contributions excluding elective
contributions as defined in Code section 401(k)
and employer matched contributions as defined
in Code section 401(m) allocated to the
Accounts of each Affected Participant who is
employed by an Employer or Related Company
on the last day of that year (whether or not he
has completed 1000 hours of service during that
year), who is not a Key Employee and who is not
entitled to a minimum benefit for that year under
any defined benefit Aggregation Plan which is
Top-Heavy shall, when expressed as a
percentage of the Affected Participant's
Compensation be equal to the lesser of:
(a) 3%; or
(b) the percentage at which Employer
contributions (including Employer
Contributions made pursuant to a cash or
deferred arrangement) are allocated to
the Accounts of the Key Employee for
whom such percentage is greatest.
For purposes of the preceding sentence,
compensation earned while a member of a group
of employees to whom the Plan has not been
extended shall be disregarded.
Paragraph (b) next above shall not be applicable
for any Plan Year if the Plan enables a defined
benefit Plan described in paragraph A-9(a) or A-
9(b) to meet the requirements of sections
401(a)(4) or 410 for that year. Employer
contributions for any Plan Year during which the
Plan is Top-Heavy shall be allocated first to non-
Key Employees until the requirements of this
subsection A-12 have been met and, to the
extent necessary to comply with the provisions of
this subsection A-12, additional contributions
shall be required of the Employers.
Aggregate A-13. For any Plan Year during which the
Benefit Limit Plan is Top-Heavy, paragraphs (2)(B) and (3)(b)
of section 415(e) of the Code shall be applied by
substituting "1.0" for "1.25".
<PAGE>
Supplement B
to
Brunswick Retirement Savings Plan
for Salaried Employees
Application B-1. This Supplement B to Brunswick
Retirement Savings Plan for Salaried Employees
(the "Plan") is applicable to any former
participant in the Vapor Employees' Savings
Plan (the "Vapor Plan") or the Motor-Guide
Salary Reduction Thrift Plan (the "Motor-Guide
Plan") whose account balances under such
plans were transferred to the Plan upon the
plans' merger into the Plan.
Effective Date B-2. The Effective Date of this Supplement B as
it applies to former participants in the Vapor Plan
is October 31, 1986. The Effective Date of this
Supplement B as it applies to former participants
in the Motor- Guide Plan is March 31, 1987.
Definitions B-3. Unless the context clearly implies or
indicates the contrary, a word, term or phrase
used or defined in the Plan is similarly used or
defined for purposes of this Supplement B.
Former Vapor B-4. Notwithstanding the provisions of
Plan Participants subsection 10.1, and subject to the provisions of
subsection B-7 in the case of a former participant
in the Vapor Plan whose account balance under
that Plan has been transferred to the Plan upon
merger of the Vapor Plan into the Plan, prior to
the date the Participant's benefits payments
otherwise commence in accordance with
subsection 10.3, the Participant, or his
Beneficiary in the event of his death, may elect
to have his Account balances payable, in whole
or in part, by purchase and distribution of an
immediate or deferred annuity contract.
<PAGE>
Former Motor- B-5. Notwithstanding the provisions of
Guide Plan subsection 10.1, and subject to the
Participants provisions of subsection B-7 in the case of a
former participant in the Motor-Guide Plan
whose account balance under that Plan has
been transferred to the Plan upon merger of the
Motor-Guide Plan into the Plan, prior to the date
the Participant's benefit payments otherwise
commence in accordance with subsection 10.3,
the Participant, or his Beneficiary in the event of
his death, may elect to have his Account
balances payable in one of the following
methods:
(a) in the case of an election by the
Participant:
(i) by purchase and distribution of an
annuity contract under which equal
monthly benefits are payable to the
Participant for life; or
(ii) by payment in substantially equal
annual installments over a period
not exceeding ten years (but not
less than $600 in any given year
except the last year); and
(b) in the case of an election by a
Beneficiary:
(i) by payment in substantially equal
annual installments over a 5-year
period; or
(ii) if the Beneficiary is the
Participant's spouse, by the
purchase and distribution of an
annuity contract under which equal
monthly benefits are payable for
the spouse's lifetime.
Retirement B-6. Upon the request of a Participant, the
Election Committee will provide the Participant with
Information information consisting of:
<PAGE>
(a) a written description of the annuity forms
of payment and the relative financial effect
of payment of his Account balances in that
form; and
(b) a notification of the right to revoke an
election to receive payment in that form
and, in the case of a married Participant,
the spouse's right with respect to that
revocation.
The Committee may make such election
information available to a Participant by:
(i) personal delivery to him;
(ii) first class mail, postage prepaid, addressed to
the Participant at his last known address as
shown on his Employer's records; or
(iii) permanent posting on a bulletin board located at
the Participant's work site.
A Participant may request, by writing filed with
the Committee during the 90-day period
preceding the date as of which his benefit
payments commence, an explanation, written in
nontechnical language; of the terms, conditions
and financial effect of an annuity form of
payment. If not previously provided to the
Participant, the Committee shall provide him with
such explanation within 30 days of his request by
one of the methods described in paragraph (i)
and (ii) next above.
Special Rules B-7. If a married Participant elects
Governing Annuity distribution in the form of an annuity
Elections pursuant to subsection B-4 or B-5, the
following rules shall apply and shall supersede
any other provision of the Plan to the contrary:
<PAGE>
(a) The vested portions of the Participant's
Accounts less any outstanding loan
balance distributable in accordance with
paragraph 9.1(h), shall be used to
purchase a nontransferable "Joint and
Survivor Annuity" (that is an annuity
payable for the life of the Participant with
a survivor annuity payable for the life of
his spouse which is not less than 50% of
the amount of the annuity payable during
the joint lives of the Participant and
spouse), unless he elects another form of
annuity and, if applicable, a Beneficiary
other than his spouse, with the consent of
his spouse to such form and Beneficiary,
during the 90-day period immediately
preceding his Distribution Date (as
defined in paragraph (h) below), which
Distribution Date shall be no earlier than
30 days after his receipt of a written
explanation from the Committee of the
terms and conditions of the Joint and
Survivor Annuity and the effect of an
election of a different annuity form.
(b) No consent by the spouse to the election
of a form of annuity other than the Joint
and Survivor Annuity and, if applicable,
Beneficiary other than the spouse shall be
effective unless it is in writing,
acknowledges the effect of such consent
and is witnessed by a Plan representative
or a notary public (unless the Committee
determines that there is no spouse, that
the spouse cannot be located or that
consent may be waived because of such
other circumstances as regulations or
rulings under Code section 417 set forth).
(c) During the period between his election of
an annuity and his Distribution Date, no
loan may be made to a Participant
pursuant to subsection 9.1, no amount
may be withdrawn by the Participant
pursuant to subsections 9.2, 9.3 and 9.4
and no amount may be distributed to the
Participant pursuant to subsection 10.1, in
any form other than a Joint and Survivor
Annuity, without the written consent of the
spouse as provided in paragraph (b) of
this subsection B-7.
<PAGE>
(d) Subject to paragraph (e) below, if the
Participant dies during the period between
his election of an annuity and his
Distribution Date, the vested portions of
his Accounts (less any amounts credited
to the Loan Fund, which shall be
distributed in accordance with paragraph
9.1(j)) shall be paid to his spouse in the
form of a life annuity as of the Accounting
Date next following the date the
Participant would have attained age 65 or,
if the spouse so elects, as soon as
practicable after the Accounting Date next
following his death; provided, however,
that a spouse to whom payment is due
under this paragraph (d) may elect to
have such vested portions, if any,
distributed in the form of a lump sum
payment.
(e) The provisions of paragraph (d) above
shall not apply, and distribution upon the
death of the Participant shall be made in
accordance with subsection 10.4(d), if the
spouse consents to the designation of a
Beneficiary other than the spouse in
accordance with subsection 10.8 during
the period between the Participant's
election of an annuity and his death, and
acknowledges that such consent to the
Participant's designation of such
Beneficiary constitutes the spouse's
consent to the Participant's waiver of a
qualified preretirement survivor annuity
payable to the spouse in accordance with
section 417 of the Code.
(f) A Participant may revoke his election
pursuant to this subsection B-7, and may
make a new election of any form of
distribution permitted under paragraph
10.4 at any time during the 90-day period
immediately preceding his Distribution
Date; provided, however, that if the effect
on such revocation is to select a
distribution form other than a Joint and
Survivor Annuity, it shall be ineffective
without the written consent of his spouse
in accordance with paragraph (b) of this
subsection B-7 to the new form of
distribution and, if applicable, a
Beneficiary other than the spouse.
<PAGE>
(g) A spouse's consent in accordance with
paragraph (b) of this subsection B-7 shall
be irrevocable.
(h) A Participant's "Distribution Date" for
purposes of this subsection B-7, shall
mean the first day of the first period for
which a payment in any form is made
pursuant to this subsection B-7, which
date shall be no later than the date
payment is irrevocably made on behalf of
the Participant or Beneficiary to the
insurance company issuing the annuity
contract elected by such Participant or
Beneficiary.
Limitations on B-8. Notwithstanding any other provisions
Benefit Payments of this Supplement B, annuity contracts
purchased and distributed under the Plan with
respect to an Account balance shall be subject to
the following limitations:
(a) Any annuity contract distributed to a
Participant shall conform to the minimum
distribution incidental benefit
requirements of Treas. Reg.
1.401(a)(9)-2.
(b) The terms of any annuity contract
distributed to Participants and
Beneficiaries shall be noncommutable
and nonassignable.
(c) The entire interest in a Participant's
Account will be distributed under the
terms of the Plan and any annuity contract
distributed to Participants and
Beneficiaries, beginning not later than the
dates specified in paragraph 10.3(a) and
subsection 10.4, over a period not
exceeding the life of the Participant or
over the lives of the Participant and a
designated Beneficiary (or over a period
not extending beyond the life expectancy
of the Participant or the life expectancy of
the Participant and a designated
Beneficiary).
<PAGE>
(d) If the distribution of a Participant's
Account has begun in accordance with the
provisions of paragraph (c) next above,
and:
(i) if the Participant dies after
distribution of his benefits has
commenced, the remaining
portion of his Accounts (if any)
shall be distributed to or for the
benefit of the Participant's
Beneficiary in accordance with
the distribution method in effect
on the date of the Participant's
death;
(ii) if the Participant dies before
distribution of his benefits has
commenced, his entire interest
in the Plan shall be distributed
to or for the benefit of his
Beneficiary over the life of the
Beneficiary (or over a period
not extending beyond the life
expectancy of such
Beneficiary).
<PAGE>
Supplement C
to
Brunswick Retirement Savings Plan
for Salaried Employees
Application C-1. This Supplement C to Brunswick
Retirement Savings Plan for Salaried Employees
(the "Plan") is applicable to any former
participant in The Starcraft Company 401(k) Plan
and Trust (the "Starcraft Plan") whose account
balances under the Starcraft Plan were
transferred to the Plan.
Effective Date C-2. The Effective Date of this Supplement C is
December 1, 1989.
Definitions C-3. Unless the context clearly implies or
indicates the contrary, a word, term or phrase
used or defined in the Plan is similarly used or
defined for purposes of this Supplement C.
Former Starcraft C-4. Notwithstanding the provisions of sub-
Plan Participants section 10.1, and subject to the provisions of
subsection C-6 in the case of a former
participant in the Starcraft Plan whose account
balance under that Plan has been transferred to
the Plan, prior to the date the Participant's
benefit payments otherwise commence in
accordance with subsection 10.3, the Participant,
or his Beneficiary in the event of his death, may
elect to have his Account balances payable in
one of the following methods:
(a) in the case of an election by the
Participant:
(i) by purchase and distribution of
an annuity contract under
which equal monthly benefits
are payable to the Participant
for life; or
(ii) by payment in substantially
equal annual installments over
a period not exceeding ten
years; and
<PAGE>
(b) in the case of an election by a
Beneficiary:
(i) by payment in substantially
equal annual installments over
a 5-year period; or
(ii) if the Beneficiary is the
Participant's spouse, by the
purchase and distribution of an
annuity contract under which
equal monthly benefits are
payable for the spouse's
lifetime.
Retirement C-5. Upon the request of a Participant, the
Election Committee will provide the Participant with
Information information consisting of:
(a) a written description of the annuity forms
of payment and the relative financial effect
of payment of his Account balances in that
form; and
(b) a notification of the right to revoke an
election to receive payment in that form
and, in the case of a married Participant,
the spouse's right with respect to that
revocation.
The Committee may make such election
information available to a Participant by:
(i) personal delivery to him;
(ii) first class mail, postage
prepaid, addressed to the
Participant at his last known
address as shown on his
Employer's records; or
(iii) permanent posting on a bulletin
board located at the
Participant's work site.
<PAGE>
A Participant may request, by writing filed
with the Committee during the 90-day
period preceding the date as of which his
benefit payments commence, an
explanation, written in nontechnical
language, of the terms, conditions and
financial effect of an annuity form of
payment. If not previously provided to the
Participant, the Committee shall provide
him with such explanation within 30 days
of his request by one of the methods
described in paragraphs (i) and (ii) next
above.
Special Rules C-6. If a married Participant elects
Governing Annuity distribution in the form of an annuity
Election pursuant to subsections C-4 or C-5, the
following rules shall apply and shall supersede
any other provision of the Plan to the contrary:
(a) The vested portions of the Participant's
Accounts less any outstanding loan
balance distributable in accordance with
paragraph 9.1(h), shall be used to
purchase a nontransferable "Joint and
Survivor Annuity" (that is, an annuity
payable for the life of the Participant with
a survivor annuity payable for the life of
his spouse which is not less than 50% of
the amount of the annuity payable during
the joint lives of the Participant and
spouse), unless he elects another form of
annuity and, if applicable, a Beneficiary
other than his spouse, with the consent of
his spouse to such form and Beneficiary,
during the 90-day period immediately
preceding his Distribution Date (as
defined in paragraph (h) below), which
Distribution Date shall be no earlier than
30 days after his receipt of a written
explanation from the Committee of the
terms and conditions of the Joint and
Survivor Annuity and the effect of an
election of a different annuity form.
<PAGE>
(b) No consent by the spouse to the election
of a form of annuity other than the Joint
and Survivor Annuity and, if applicable,
Beneficiary other than the spouse shall be
effective unless it is in writing,
acknowledges the effect of such consent
and is witnessed by a Plan representative
or a notary public (unless the Committee
determines that there is no spouse, that
the spouse cannot be located or that
consent may be waived because of such
other circumstances as regulations or
rulings under Code section 417 set forth).
(c) During the period between his election of
an annuity and his Distribution Date, no
loan may be made to a Participant
pursuant to subsection 9.1, no amount
may be withdrawn by the Participant
pursuant to subsections 9.2, 9.3 and 9.4
and no amount may be distributed to the
Participant pursuant to subsection 10.1, in
any form other than a Joint and Survivor
Annuity, without the written consent of the
spouse as provided in paragraph (b) of
this subsection C-6.
(d) Subject to paragraph (e) below, if the
Participant dies during the period between
his election of an annuity and his
Distribution Date, the vested portions of
his Accounts (less any amounts credited
to the Loan Fund, which shall be
distributed in accordance with paragraph
9.1(j)) shall be paid to his spouse in the
form of a life annuity as of the Accounting
Date next following the date the
Participant would have attained age 65 or,
if the spouse so elects, as soon as
practicable after the Accounting Date next
following his death; provided, however,
that a spouse to whom payment is due
under this paragraph (d) may elect to
have such vested portions, if any,
distributed in the form of a lump sum
payment.
<PAGE>
(e) The provisions of paragraph (d) above
shall not apply, and distribution upon the
death of the Participant shall be made in
accordance with subsection 10.4(d), if the
spouse consents to the designation of a
Beneficiary other than the spouse in
accordance with subsection 10.8 during
the period between the Participant's
election of an annuity and his death, and
acknowledges that such Beneficiary
constitutes the spouse's consent to the
Participant's waiver of a qualified
preretirement survivor annuity payable to
the spouse in accordance with section
417 of the Code.
(f) A Participant may revoke his election
pursuant to this subsection C-6, and may
make a new election of any form of
distribution permitted under paragraph
10.4 at any time during the 90-day period
immediately preceding his Distribution
Date; provided, however, that if the effect
of such revocation is to select a
distribution form other than a Joint and
Survivor Annuity, it shall be ineffective
without the written consent of his spouse
in accordance with paragraph (b) of this
subsection C-6 to the new form of
distribution and, if applicable, a
Beneficiary other than the spouse.
(g) A spouse's consent in accordance with
paragraph (b) of this subsection C-6 shall
be irrevocable.
(h) A Participant's "Distribution Date" for
purposes of this subsection C-6 shall
mean the first day of the first period for
which a payment in any form is made
pursuant to this subsection C-6, which
date shall be no later than the date
payment is irrevocably made on behalf of
the Participant or Beneficiary to the
insurance company issuing the annuity
contract elected by such Participant or
Beneficiary.
<PAGE>
Limitations on C-7. Notwithstanding any other provision of
Benefit Payments this Supplement C, annuity contracts purchased
and distributed under the Plan with respect to an
Account balance shall be subject to the following
limitations:
(a) An annuity contract distributed to a
Participant shall conform to the minimum
distribution incidental benefit
requirements of Treas. Reg.
1.401(a)(9)-2.
(b) The terms of any annuity contract
distributed to Participants and
Beneficiaries shall be noncommutable
and nonassignable.
(c) The entire interest in a Participant's
Account will be distributed, under the
terms of the Plan and any annuity contract
distributed to participants and
Beneficiaries, beginning not later than the
dates specified in paragraph 10.3(a) and
subsection 10.4, over a period not
exceeding the life of the Participant
rollover the lives of the Participant and a
designated Beneficiary (or over a period
not extending beyond the life expectancy
of the Participant or the life expectancy of
the Participant and a designated
Beneficiary).
(d) If the distribution of a Participant's
Account has begun in accordance with the
provisions of paragraph (c) next above,
and:
(i) if the Participant dies after
distribution of his benefits has
commenced, the remaining
portion of his Accounts (if any)
shall be distributed to or for the
benefit of the Participant's
Beneficiary in accordance with
the distribution method in effect
on the date of the Participant's
death;
<PAGE>
(ii) if the Participant dies before
distribution of his benefits has
commenced, his entire interest
in the Plan shall be distributed
to or for the benefit of his
Beneficiary over the life of the
Beneficiary (or over a period
not extending beyond the life
expectancy of such
Beneficiary).
Investments, C-8. The investment, withdrawal and loan
Withdrawals provisions of the Plan shall apply to the
and Loans employee contributions and the employer
contributions held in a Participant's Accounts
attributable to the Starcraft Plan in the same
manner that the Plan provisions otherwise apply
to employee and Employer contributions under
the Plan as determined by the Committee.
<PAGE>
Exhibit 4(b)
Amendment No. 1
to the
Brunswick Retirement Savings Plan
for Salaried Employees
(as Amended and Restated Effective January 1, 1987)
The Brunswick Retirement Savings Plan for Hourly Employees (the
"Plan") (as Amended and Restated Effective January 1, 1987), is hereby
amended as follows effective January 1, 1996:
1. Section 1.10 of the Plan is amended to read as follows:
"1.10 Form and Time of Elections. Unless otherwise specified
herein, each election permitted to be made by any Participant or
other person entitled to benefits under the Plan, and any permitted
modification or revocation thereof, shall be (a) in writing filed with
the Company at such times and in such form as the Committee
shall require, or (b) to the extent permitted by the Committee,
under uniform and nondiscriminatory rules and regulations, by
electronic data transmission system approved by the Committee.
To the extent the Committee approves such method described in
clause (b) of the preceding sentence, the use of a Participant's
Personal Identification Number ("PIN") will constitute a
Participant's written election and signature."
2. Section 2.1 of the Plan is amended to read as follows:
"2.1 Eligibility for Participation. Subject to the terms and
conditions of the Plan, each employee of an Employer who was a
Participant in the Plan immediately prior to the Effective Date will
continue as such on and after that date, and each employee of the
employer who was not a Participant in the Plan immediately prior to
the Effective Date will become a Participant in the Plan on the first
day of the month coincident with or next following the date on
which he meets all of the following requirements:
(a) he has attained age 21 years; and
(b) he is employed by an Employer as a member of a group of
employees to whom the Plan has been extended by that
Employer listed on Schedule I attached hereto.
Notwithstanding the foregoing provisions of this subsection 2.1, if
an employee is employed or reemployed by an Employer as a
member of a group of employees described in paragraph (b) next
above on or after the first day of the month coincident with or next
following the date on which he met the requirement set forth in
paragraph (a) next above, he shall immediately become a
Participant in the Plan."
<PAGE>
3. Section 3.2 of the Plan is amended to read as follows:
"3.2 Employer Matching Contributions. At any time prior to the
due date (including extensions) for filing its Federal income tax
return for any Plan Year, any Employer may contribute "Employer
Matching Contributions" for a Plan Year on behalf of any class of
Participants for whom it has made Pre-Tax Contributions for such
Plan Year, provided, however, that for Plan Years prior to January
1, 1991, no Employer Matching Contributions shall be made for
any Plan Year on behalf of a Participant who is not employed by an
Employer on December 1 of that year, and for Plan Years after
December 31, 1990 the December 1 employment requirement shall
apply to the Employer Matching Contributions described in clause
(iv) below. Subject to the provisions of subsection 3.8 and Section
7, the amount of the Employer Matching Contributions with respect
to any class of Participants who are entitled to share in such
contributions shall be equal to a percentage, as determined by that
Employer, of all or any portion of the Pre-Tax Contributions made
by the Employer on behalf of such Participants for that Plan Year;
provided that (i) no Employer Matching Contributions shall be
made with respect to a Participant's Pre-Tax Contributions for any
Plan Year in excess of 6% of his Compensation for that year; (ii) for
purposes of determining the amount of Employer Matching
Contributions, a Participant's Pre-Tax Contributions made during
the Plan Year shall be reduced by the amount withdrawn from his
Pre-Tax Account during the Plan Year in accordance with
subsection 9.3; (iii) effective January 1, 1996 Employer Matching
Contributions shall be made for each payroll period at a rate of 5
percent (5%) of the Pre-Tax Contributions for the payroll period
that do not exceed six percent (6%) of Compensation for the
payroll period and are allocated to accounts other than the
Common Stock Fund; (iv) effective January 1, 1996 Employer
Matching Contributions shall be made for each payroll period at a
rate of 10 percent (10%) of the Pre-Tax Contributions for the
payroll period that do not exceed six percent (6%) of
Compensation for the payroll period and are allocated to the
Common Stock Fund; and (v) effective January 1, 1996 additional
Employer Matching Contributions for a Plan Year in excess of such
5 percent (5%) and 10 percent (10%) amounts, per payroll period,
if any, shall be made by an Employer for any designated class or
group of Participants, and any such additional Employer Matching
Contributions shall be allocated to eligible Participants' Accounts
as of the last day of the Plan Year based upon their Pre-tax
Contributions and Compensation (not exceeding 6%) for the entire
Plan Year."
4. The following item (f) is added to Section 5.1 immediately after item
(e):
"(f) Company Stock Fund. Amounts held by the Trustee to be
invested in Common Stock of the Company, which the Trustee may
purchase from the Company or in the open market."
<PAGE>
5. Section 5.2 of the Plan is amended to read as follows:
"5.2. Investment Fund Elections. Effective January 1, 1996, as of
the beginning of each month, each Participant by writing filed with
the Company on or before the last business day of the preceding
month, may specify:
(a) the percentage in multiples of 1% of his Pre-Tax and After-
Tax Account balances as of that date that are to be invested
under each of the Investment Funds (other than the Loan
Fund), provided that funds may not be moved out of the
Common Stock Fund during the first twenty-four months
following the date of deposit of the funds in the Common
Stock Fund; and
(b) the percentage in multiples of 1% of Pre-Tax Contributions
and After-Tax Contributions thereafter credited to his
Accounts that are to be invested under each of the
Investment Funds (other than the Loan Fund).
Pre-Tax and After-tax Contributions made during any period in
which no direction is on file with the Company shall be invested in
the Fixed Income Fund."
6. Section 5.3 of the Plan is amended to read as follows:
"5.3. Investment of Employer Matching Contributions. A
Participant's Employer Matching Contributions shall be
invested in Brunswick preferred stock ("Preferred Stock")
and/or common stock ("Common Stock"). As of each
Accounting Date, the Committee shall credit to each
Participant's Employer Matching Account any dividends or
earnings paid to the Trustee with respect to shares of
Preferred Stock and Common Stock credited to the
Participant's Employer Matching Account. Effective January
1, 1996, as of the first day of each month, each Participant
who has attained at least age 59-1/2 years, by writing filed
with the Company on or before the last business day of the
preceding month, may specify, separately, the percentage in
multiples of 1% of Preferred Stock and Common Stock
allocated to his Employer Matching Account that is to be
invested thereafter under any Investment Fund."
Executed this 19th day of December, 1995.
Brunswick Corporation
By: /s/ Dianne M. Yaconetti
Dianne M. Yaconetti
Vice President-Administration
