As filed with the Securities and Exchange Commission on April 30, 1999
File No. 333-
================================================================================
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 or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
1 North Field Court
Lake Forest, Illinois 60045-9811
(Address of Principal Executive Offices) (Zip Code)
The Brunswick Rewards Plan
The Brunswick Retirement Savings Plan
(Full Title of the Plans)
Mary D. Allen
Vice President, General Counsel and Secretary
Brunswick Corporation
1 North Field Court
Lake Forest, Illinois 60045-4811
847-735-4700
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
-----------------------
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Title of Class Maximum Maximum
of Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share(1) Price Fee
- --------------------------------------------------------------------------------
Common Stock
($0.75 par value) 1,000,000 Shares $22.2187 $22,218,700 $6,176.80
================================================================================
(1) Pursuant to Rule 457(h)(1), computed on the basis of the average of
the high and low sales prices on April 23, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the earlier Registration Statement on Form S-8
relating to the Brunswick Retirement Savings Plan for Salaried Employees,
the Brunswick Retirement Savings Plan for Hourly Employees and the
Brunswick Retirement Savings Plan for Wisconsin Bargaining Unit Hourly
Employees, File No. 33-65217, are incorporated herein by reference.
Item 3. Incorporation of Documents by Reference.
The following documents, which have heretofore been filed by
Brunswick Corporation, a Delaware corporation (the "Corporation"), with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), File No.
1-1043, are incorporated by reference herein and shall be deemed to be a
part hereof:
(a) the Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998;
(b) the Corporation's Current Reports on Form 8-K filed January 8
and March 2, 1999;
(c) the Corporation's amended Current Report on Form 8-K/A filed
January 12, 1999;
(d) the description of the Corporation's Common Stock, $0.75
par value (the "Common Stock"), contained on pages 8-9 of
the Prospectus filed as part of Amendment No. 1 to the
Corporation's Registration Statement No. 33-45772 filed
with the Commission on April 30, 1992, including any
amendment or report filed with the Commission for the
purpose of updating such description; and
(e) the description of the Corporation's Preferred Share
Purchase Rights contained in the Corporation's
Registration Statement filed on Form 8-A on March 14,
1996, including any amendment or report filed with the
Commission for the purpose of updating such description.
All documents subsequently filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference and shall be
deemed a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities to be issued under the Plans has
been passed upon for the corporation by Mary D. Allen, Vice President,
General Counsel and Secretary of the Corporation, who holds 13,134 shares
of Common Stock and options to acquire an additional 70,000 shares of
Common Stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of
Delaware, under which the Corporation 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 Corporation, against certain
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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 Corporation authorizes the
board of directors to indemnify directors, officers, employees or agents of
the Corporation to the fullest extent that is lawful.
The Corporation'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 Corporation 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 Corporation 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 statute. The agreements provide that the Corporation will
indemnify its directors and its officers, to the fullest extent permitted
by the Corporation'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 Corporation. 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 Corporation.
The Corporation is the owner of an insurance policy which covers
the Corporation 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 Corporation for certain of such losses if they are not
indemnified by the Corporation.
The Corporation 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 Corporation 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.
Item 8. Exhibits.
See the Exhibit Index which is incorporated herein by reference.
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;
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(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 or
Form S-8, and the information required to be included in
a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(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 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 referred
to in Item 6, 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 registered, the registrant will, unless in the
opinion of its counsel 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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, Illinois, on April 29, 1999.
BRUNSWICK CORPORATION
By: /s/ VICTORIA J. REICH
----------------------------
Victoria J. Reich
Vice President and Controller
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 29, 1999.
Signature Title
- --------- -----
Peter N. Larson Chairman and Chief Executive
Officer (Principal Executive Officer)
and Director
Peter B. Hamilton Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
Victoria J. Reich Vice President and Controller
(Principal Accounting Officer)
Nolan D. Archibald Director
Jeffrey L. Bleustein Director
Michael J. Callahan Director
Manuel A. Fernandez Director
By: /s/ VICTORIA J. REICH
-----------------------
Peter Harf Director Victoria J. Reich
Attorney-in-fact
Jay W. Lorsch Director
Rebecca P. Mark Director
Bettye Martin Musham Director
Kenneth Roman Director
Robert L. Ryan Director
Roger W. Schipke Director
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
4.1 The Brunswick Rewards Plan.......................................
4.2 The Brunswick Retirement Savings Plan, as amended................
5.1 Opinion of Mary D. Allen, Vice President, General Counsel and
Secretary of the Corporation...............................
The Registrant hereby undertakes that it will submit, or has submitted,
each of the Plans and any amendments thereto to the Internal Revenue Service
("IRS"), and has made or will make all changes required by the IRS in order to
qualify the Plans.
23.1 Consent of Mary D. Allen, Vice President, General Counsel and
Secretary of the Corporation (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP..............................
24.1 Powers of Attorney..........................................
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THE BRUNSWICK REWARDS PLAN
--------------------------
Mayer, Brown & Platt
Chicago
<PAGE>
TABLE OF CONTENTS
PAGE
||
SECTION 1 General........................................................1
1.1. Purpose and Effective Date...............................1
1.2. Employers and Related Companies..........................1
1.3. Trust Agreement..........................................1
1.4. Plan Administration......................................1
1.5. Plan Year................................................2
1.6. Accounting Dates.........................................2
1.7. Applicable Laws..........................................2
1.8. Gender and Number........................................2
1.9. Notices..................................................2
1.11. Evidence................................................2
1.12. Action by Employer......................................3
1.13. No Reversion to Employers...............................3
1.14. Plan Supplements........................................3
1.15. Defined Terms...........................................3
SECTION 2 Participation in Plan..........................................3
2.1. Eligibility for Participation............................3
2.2. Plan Not Guarantee of Employment.........................4
2.3. Extended Participation...................................4
2.4. Leased Employees.........................................5
SECTION 3 Employee Pre-Tax and Rollover Contributions....................5
3.1. Pre-Tax Contributions....................................5
3.2. Payment of Pre-Tax Contributions.........................5
3.3. Variation, Discontinuance and Resumption of
Pre-Tax Contributions..................................6
3.4. Compensation.............................................6
3.5. Rollover Contributions...................................6
SECTION 4 Employer Contributions.........................................6
4.1. Matching Contributions...................................6
4.2. Profit Sharing Contributions.............................7
4.3. Limitations on Amount of Employer Contributions..........7
4.4. Payment of Employer Contributions........................7
4.5. Military Absences........................................7
SECTION 5 The Trust Fund, Investment Funds
and Investment Fund Elections ...............................7
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5.1. The Trust Fund, Investment Funds.........................7
5.2. Investment Fund Accounting...............................8
5.3. Investment Fund Elections................................8
5.4. Transfers Between Investment Funds.......................8
5.5. Liquidity................................................8
SECTION 6 Plan Accounting................................................9
6.1. Participants' Accounts...................................9
6.2. Allocation of Fund Earnings and Changes in Value.........9
6.3. Allocation and Crediting of Contributions...............10
6.4. Correction of Error.....................................10
6.5. Statement of Plan Interest..............................10
SECTION 7 Limitations On Compensation,
Contributions and Allocations.................................11
7.1. Reduction of Contribution Rates.........................11
7.2. Compensation for Limitation/Testing Purposes............11
7.3. Limitations on Annual Additions.........................11
7.4. Excess Annual Additions.................................12
7.5. Allocation Among Employers..............................12
7.6. Combined Plan Limitation................................12
7.7. Section 402(g) Limitation...............................13
7.8. Section 401(k)(3) Testing...............................13
7.9. Correction Under Section 401(k) Test....................14
7.10. Code Section 401(m)(2) Testing.........................15
7.11. Correction Under Section 401(m) Test...................15
7.12. Multiple Use of Alternative Limitation.................16
7.13. Highly Compensated.....................................16
SECTION 8 Vesting and Termination Dates.................................16
8.1. Determination of Vested Interest........................16
8.2. Termination Date........................................16
8.3. Distribution Only Upon Separation From Service..........16
SECTION 9 Loans and Pre-Termination Withdrawals.........................17
9.1. Loans...................................................17
9.2. Withdrawal of Pre-Tax, After-Tax and Rollover
Contributions.........................................19
9.3. Hardship................................................19
9.4. Order of Withdrawal from Investment Funds...............20
9.5. Direct Rollover Option..................................20
SECTION 10 Post-Termination Distributions From Account Balances..........20
10.1. Manner of Making Payments..............................20
10.2. Commencement of Benefits...............................21
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10.3. Limits on Commencement and Duration of
Distributions......................................21
10.4. Facility of Payment..................................21
10.5. Interests Not Transferable...........................22
10.6. Absence of Guaranty..................................22
10.7. Designation of Beneficiary...........................22
10.8. Missing Participants or Beneficiaries................23
10.9. Disability Distribution..............................23
SECTION 11 Voting, Tender and Exchange Rights of Company Stock.........23
11.1. Voting Rights of Company Stock.......................23
11.2. Tender and Exchange Rights of Company Stock..........24
SECTION 12 The Benefits Administration Committee.......................24
12.1. Membership...........................................24
12.2. Rights, Powers and Duties............................24
12.3. Delegation by Company or Committee...................25
12.4. Uniform Rules........................................25
12.5. Information to be Furnished to Benefits
Administration Committee...........................25
12.6. Committee's Decision Final...........................26
12.7. Remuneration and Expenses............................26
12.8. Exercise of Committee's Duties.......................26
12.9. Indemnification of the Committee.....................26
12.10. Resignation or Removal of Member....................26
12.11. Appointment of Successor Member.....................26
12.12. Interested Committee Member.........................27
SECTION 13 Amendment and Termination...................................27
13.1. Amendment............................................27
13.2. Termination..........................................27
13.3. Merger and Consolidation of the Plan, Transfer of
Plan Assets........................................28
13.4. Distribution on Termination and Partial
Termination........................................28
13.5. Notice of Amendment, Termination or Partial
Termination........................................28
Schedule I...............................................................30
SUPPLEMENT A............................................................A-1
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INDEX OF TERMS
Access System.....................................................2
Accounting Date...................................................2
Accounts..........................................................9
administrator.....................................................1
Affected Participant............................................A-1
Aggregation Plan................................................A-4
Annual Additions.................................................12
Basic Profit Sharing Contribution................................ 7
Beneficiary......................................................23
Brunswick Stock Fund..............................................7
Code..............................................................1
Committee.........................................................1
Common Stock......................................................7
Company...........................................................1
Compensation.............................................6, 11, A-4
Contribution Percentage...........................................15
Deferral Percentage...............................................13
defined benefit fraction..........................................13
defined contribution fraction.....................................13
Effective Date.....................................................1
eligible retirement plan..........................................20
eligible rollover distribution ...................................20
Employer Matching Account..........................................9
Employer...........................................................1
Employers..........................................................1
ERISA..............................................................1
Hardship..........................................................19
Highly Compensated Group Contribution Percentage..................15
Highly Compensated Group Deferral Percentage......................13
Highly Compensated................................................16
Investment Funds...................................................7
Key Employee.....................................................A-3
Leased Employee....................................................5
Loan Fund..........................................................7
named fiduciaries..................................................1
Non-highly Compensated Group Contribution Percentage..............15
Non-highly Compensated Group Deferral Percentage..................13
Non-Key Employee.................................................A-4
Participant........................................................3
Permissive Aggregation Plan .....................................A-5
PIN................................................................2
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plan administrator ................................................1
Plan Year..........................................................2
Plan...............................................................1
Pre-Tax Account....................................................9
Pre-Tax Contribution...............................................5
Preferred Stock....................................................7
Profit Sharing Account ............................................9
Related Company....................................................1
Required Aggregation Plan .......................................A-4
Rollover Account...................................................9
Rollover Contribution .............................................6
Termination Date..................................................16
Top-Heavy........................................................A-1
Trust Fund.........................................................7
Trust..............................................................1
Trustee............................................................1
unit...............................................................8
Variable Profit Sharing Contribution...............................7
Variable Matching Contribution.....................................6
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THE BRUNSWICK REWARDS PLAN
SECTION 1
General
1.1. Purpose and Effective Date. Effective April 1, 1999, the
BRUNSWICK REWARDS PLAN (the "Plan") has been 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 is April 1, 1999. 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"), with a
cash-or-deferred arrangement within the meaning of section 401(k) of the
Code. Effective on April 30, 1999 the accounts of former participants in
the Brunswick Retirement Savings Plan for Salaried Employees (the "Salaried
Savings Plan"), the Brunswick Retirement Savings Plan for Hourly Employees
(the "Hourly Savings Plan") and the US Marine Retirement Plan (the "Marine
Plan") (together, the "Savings Plans") who, as of the Effective Date,
became eligible to participate in this Plan, have been transferred to this
Plan.
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.
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. The authority to control and manage the assets of the Plan shall be
vested in the Benefits Administration Committee described in Section 12
(the "Committee"). The Company and the members of the 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.
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1.5. Plan Year. The term "Plan Year" means April 1, 1999 through
December 31, 1999 and thereafter the calendar year.
1.6. Accounting Dates. The term "Accounting Date" means each day
the New York Stock Exchange is open for business.
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 of Election and Signature. Unless otherwise specified
herein, any election or consent permitted or required to be made or given
by any Participant or other person entitled to benefits under the Plan, and
any permitted modification or revocation thereof, shall be made in writing
or shall be given by means of such interactive telephone and/or computer
system as the Committee may designate from time to time as the sole vehicle
for executing regular transactions under the Plan (referred to generally
herein as the ("Access System"). Each Participant shall have a personal
identification number or "PIN" for purposes of executing transactions
through the Access System, and entry by a Participant of his PIN (with his
Social Security Number or some other form of verification authorized by the
Committee) shall constitute his valid signature for purposes of any
transaction the Committee determines should be executed by means of the
Access System, including but not limited to, enrolling in the Plan,
electing contribution rates, making investment choices, executing loan
documents (if loans are permitted under the Plan), and consenting to a
withdrawal or distribution. Any election made through the Access System
shall be considered submitted to the Committee on the date it is
electronically transmitted, unless such transmission occurs after the
applicable cut off date, as determined by the Committee in its sole
discretion, for the Access System for that day, in which case it will be
considered submitted on the next day on which the New York Stock Exchange
is open for business. To the extent permitted by rules established by the
Committee, the Access System may include computer access through the
Internet or other similar system.
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.
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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 duly authorized officer of the Company.
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 will be eligible to
become a "Participant" in the Plan for purposes of Section 3 and subsection
4.1 on the later of the Effective Date or the first date on which he meets
all of the following requirements:
(a) he has attained age 18 years;
(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.
Participation under Section 3 and subsection 4.1 is subject to the eligible
employee making a Pre-Tax Contribution election under subsection 3.1,
except that an eligible employee who immediately prior to the Effective
Date was making pre-tax contributions under one of the Savings Plans shall
be deemed to have made the same election under this Plan as of the
Effective Date.
For purposes of subsection 4.2, each employee of an Employer shall become a
"Participant" on the first day of the month coinciding with or next
following the completion of 90 days of employment with an Employer or
Related Company, provided he still satisfies the other conditions for
eligibility (set forth in paragraphs (a) and (b) above) on such first day
of the month. For purposes of determining when the 90-day waiting period
for subsection 4.2 has been satisfied, an absence of less than 12 months
shall be disregarded, and all periods of employment with the Employers and
Related Companies shall be aggregated except that an employee who
terminates employment before he has
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satisfied the 90-day requirement and who is rehired after an absence of at
least 5 years (6 in the case of an absence that commenced because of a
maternity or paternity leave relating to the birth or adoption of such
employer's child) shall be treated as a new hire without prior service.
Participation for purposes of Section 3 and subsection 4.1 is voluntary,
and requires a Pre-Tax Contribution election under subsection 3.1 made in
accordance with uniform rules established by the Committee. Participation
for purposes of subsection 4.2 is automatic as of the first day of the
month coinciding with or following the day the employee satisfies all of
the applicable eligibility requirements, regardless of whether the eligible
employee is then participating for other purposes under the Plan.
Notwithstanding any other provision of the Plan to the contrary, no
individual shall be eligible to participate in the Plan for any period
during which such individual provides services under a contract or
arrangement between an Employer and either such individual himself or an
agency or other organization, that purports to treat the individual as
either an independent contractor or an employee of such agency or other
organization, even if the individual is later determined (by judicial
action or otherwise) to have been a common law employee of an Employer
during such period rather than an independent contractor or an employee of
such agency or other organization.
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(b), 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(b) 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.
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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 7.13.
SECTION 3
Employee Pre-Tax and Rollover Contributions
3.1. Pre-Tax Contributions. Subject to the limitations set forth
in Section 7 and such additional rules as the Committee may establish on a
uniform and nondiscriminatory basis, for any payroll period a Participant
may elect to have from 1% to 15% of his Compensation reduced, and to have a
corresponding amount contributed on his behalf to the Plan by his Employer
as a "Pre- Tax Contribution". Any election pursuant to this subsection 3.1
shall be submitted to the Committee by means of the Access System prior to
the payroll date with respect to which it is to first take effect.
3.2. Payment of Pre-Tax Contributions. Pre-Tax Contributions shall
be paid to the Trustee by the Employer on the earliest date on which such
contributions can reasonably be segregated from the Employer's general
assets.
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3.3. Variation, Discontinuance and Resumption of Pre-Tax
Contributions. Subject to such rules and restrictions as the Committee may
establish on a uniform and nondiscriminatory basis, a Participant may elect
to prospectively change his Pre-Tax Contribution rate within any limits
specified in subsection 3.1, to elect to discontinue such contributions or
to have them resumed by filing a new election through the Access System
prior to its effective date.
3.4. Compensation. For purposes of this Section 3 and Section 4 a
Participant's "Compensation" shall mean the salary, overtime, commissions
and cash bonuses paid to a Participant during the Plan Year after the date
on which he becomes a Participant with respect to the applicable
contribution provision, determined without regard to any reduction of such
compensation under a Pre-Tax Contribution election or an election to make
contributions to a cafeteria plan under section 125 of the Code, which is
paid to him by an Employer for services rendered to it as an employee, up
to the maximum amount permitted for any Plan Year under section 401(a)(17)
of the Code. Compensation does not include amounts paid under the Brunswick
Performance Plan, the Brunswick Senior Executive Bonus Plan or Brunswick
Strategic Incentive Plan.
3.5. Rollover Contributions. A Participant, or an employee who
would be eligible to participate in the Plan in accordance with subsection
2.1 but for the requirement that he make a Pre- Tax Contribution election,
may make a "Rollover Contribution" in cash of all or part of the taxable
portion of a distribution from a qualified defined contribution plan of
another employer or from an individual retirement account which, under
applicable provisions of the Code, is permitted to be rolled over into this
Plan, excluding any voluntary deductible contributions (as defined in
section 72(o)(5) of the Code). The Committee shall determine whether any
requested rollover satisfies the requirements of this subsection, and may
request whatever supporting documents it deems necessary to make that
determination. An otherwise eligible employee who makes a Rollover
Contribution before he has satisfied all of the requirements for becoming a
Participant shall nevertheless be considered a Participant solely with
respect to his Rollover Account.
SECTION 4
Employer Contributions
4.1. Matching Contributions. Subject to the conditions and
limitations of Section 7, for each Plan Year each Employer shall make
"Basic Matching Contributions" on behalf of each Participant employed by
such Employer in an amount equal to 25% of the Participant's Pre-Tax
Contributions to the Plan for each payroll period that do not exceed 6% of
his Compensation for that payroll period. In addition, any Employer in its
discretion may contribute a "Variable Matching Contribution" for any Plan
Year in any percentage of the Participant's Pre-Tax Contributions not
exceeding 6% of his Compensation it chooses and may designate which group
or class of employees is eligible for such Variable Matching Contribution
and at what matching rate. To be eligible for a Variable Matching
Contribution, in addition to belonging to a designated group or class the
Participant must be employed on the last business day of the Plan Year.
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4.2. Profit Sharing Contributions. Subject to the conditions and
limitations of Section 7, as soon as practicable after the end of each
payroll period each Employer shall contribute to the Plan a "Basic Profit
Sharing Contribution" for each Participant employed by that Employer equal
to 3% of the Participant's Compensation for that payroll period. In
addition, any Employer in its sole discretion may make a "Variable Profit
Sharing Contribution" for each Participant employed by that Employer in a
designated group or business unit, in an amount equal to a stated
percentage of each such Participant's Compensation, which may vary from
group to group but which may not exceed 6% of any such Participant's
Compensation. To be eligible for a Variable Profit Sharing Contribution for
a Plan Year an otherwise eligible Participant must be employed by the
Employer on the last business day of that Plan Year. For purposes of this
subsection 4.2 "Compensation" shall have the meaning set forth in
subsection 3.4 except that it shall include payments made under the
Brunswick Performance Plan.
4.3. Limitations on Amount of Employer Contributions. In no event
shall the aggregate amount of any contributions made by an Employer 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.
4.4. Payment of Employer Contributions. Basic Matching
Contributions and Basic Profit Sharing Contributions will be made as soon
as practicable after the payroll period to which they relate. Variable
Matching Contributions and Variable Profit Sharing Contributions made by an
Employer for any Plan Year shall be paid to the Trustee, without interest,
no later than the time prescribed by law for filing the Employer's federal
income tax return for the tax year coincident with such Plan Year,
including any extensions thereof, but all such contributions shall be
considered to have been made on the last day of the Plan Year regardless of
when paid to the Trustee.
4.5. Military Absences. Notwithstanding any other provision of the
Plan to the contrary, eligibility service shall be credited, and make-up
contributions shall be permitted (and made), as required by section 414(u) of
the Code
.
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 with
respect to the Plan. The 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. The Investment Funds will include, without
limitation, a "Loan Fund" which shall consist only of promissory notes
evidencing loans make to Participants in accordance with the provisions of
subsection 9.1 and a "Brunswick Stock Fund" which shall be invested
primarily in shares of common ("Common Stock") and preferred stock
("Preferred Stock") of the Company.
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5.2. Investment Fund Accounting. The Committee shall maintain or
cause to be maintained separate subaccounts for each Participant in each of
the Investment Funds to separately reflect his interest in each such Fund
and the portion of such interest that is attributable to each of his
Accounts. The Committee, in its sole discretion, may establish uniform
rules for reporting the value of each such subaccount, including but not
limited to using a "unit" measurement to reflect each Participant's
interest in an Investment Fund that has the effect of blending the value of
the cash or cash equivalents that comprise part of that Fund with the value
of the securities in which the Fund is primarily invested.
5.3. Investment Fund Elections. Subject to such uniform rules as
the Committee may establish, at the time that a Participant enrolls in the
Plan he may specify the percentage, in increments of 1%, of contributions
subsequently credited to his Accounts that are to be invested in each of
the Investment Funds in accordance with uniform rules established by the
Committee. Any such investment direction shall be deemed to be a continuing
direction until changed by the Participant. During any period in which no
such direction has been given in accordance with rules established by the
Committee, contributions credited to a Participant shall be invested in the
Investment Funds as determined by the Committee. A Participant may modify
his investment direction prospectively by using the Access System prior to
the effective time of the change in accordance with uniform rules
established by the Committee.
The Plan is intended to satisfy the requirements of section 404(c) of ERISA
with respect to Participants' investment elections. To the extent permitted
by law, neither the Employers, the Benefits Finance Committee, the
Committee, the Trustee nor any other fiduciary of the Plan shall be liable
for any loss resulting from a Participant's exercise of his right to direct
the investment of his Accounts.
5.4. Transfers Between Investment Funds. Subject to uniform rules
established by the Committee, each Participant may elect to transfer,
prospectively, the value of his Accounts held in any Investment Fund to any
other Investment Fund then made available to such Participant. Any such
election shall be made by entering it into the Access System prior to the
time it is to be effective in accordance with uniform rules established by
the Committee.
5.5. Liquidity. In order to accommodate investment changes and
other elections by Participants in a timely manner, a certain portion of
each of the Investment Funds may be held in cash or cash equivalents. The
percentage of assets held in each Investment Fund in cash or cash
equivalents may differ from Fund to Fund and from time to time, as
considered appropriate by the Committee (or its delegate). The rate of
return of each Investment Fund will be a combination of the short term
earnings (or losses) on the cash portion of the Fund and the earnings (or
losses) of the securities or other investments in which such Fund is
primarily invested, determined in accordance with uniform rules established
by the Benefits Finance Committee (or its delegate).
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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
Basic and Variable Matching Contributions made by the
Employers on his behalf, and the income, losses,
appreciation and depreciation attributable thereto;
(c) a "Profit Sharing Account" in the name of each
Participant, which account will reflect the amount of the
Basic and Variable Profit Sharing Contributions made by
the Employers on his behalf, 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, and
(e) an "After-Tax Account" in the name of any Participant for
whom after-tax contributions were transferred to this
Plan from another defined contribution plan.
In addition, the Committee may maintain subaccounts within the Pre-Tax
Account to distinguish contributions (and the earnings thereon) eligible to
be matched from contributions (and the earnings thereon) above the matching
limit, as well as subaccounts to reflect balances transferred to this Plan
from another qualified plan that are subject to special rules. The accounts
and subaccounts provided for in this subsection 6.1 shall be for accounting
purposes only, and there shall be no segregation of assets within the
Investment Funds among the separate accounts.
Reference to a Participant's "Accounts" means his Pre-Tax Account,
After-Tax Account, Employer Matching Account, Profit Sharing Account, and
Rollover Account.
6.2. Allocation of Fund Earnings and Changes in Value. As of each
Accounting Date, interest, dividends and changes in value in each
Investment Fund since the preceding Accounting Date shall be allocated to
each Participant's subaccounts invested in such Investment Fund by
adjusting upward or downward the balance of his subaccounts invested in
such Investment Fund in the ratio which the subaccounts of such Participant
invested in such Investment Fund bears to the
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total of the subaccounts of all Participants invested in such Investment
Fund as of such Accounting Date, excluding therefrom, for purposes of this
allocation only, all Pre-Tax, Employer Matching, Profit Sharing, and
Rollover Contributions received since the preceding Accounting Date, so
that the total of the subaccounts of all Participants in each Investment
Fund shall equal the total value of such fund (exclusive of such
contributions) as determined by the Trustee in accordance with uniform
procedures consistently applied. The Plan will use a daily valuation
system, which generally shall mean that Accounts will be updated each
business day to reflect activity for that day, such as new contributions
received by the Trustee, changes in Participants' investment elections, and
changes in the unit value of the Investment Funds under the Plan. Such
daily valuation is dependent upon the Plan's recordkeeper receiving
complete and accurate information from a variety of different sources on a
timely basis. Since events may occur that cause an interruption in this
process, affecting a single Participant or a group of Participants, there
shall be no guarantee by the Plan that any given transaction will be
processed on the anticipated day. In the event of any such interruption, an
affected transaction will be processed as soon as administratively feasible
and no attempt shall be made to reconstruct events as they would have
occurred absent the interruption, regardless of the cause, unless the
Committee in its sole discretion directs the Plan's recordkeeper to do so.
6.3. Allocation and Crediting of Contributions. Subject to the
provisions of Section 7, contributions shall be allocated and credited as
follows:
(a) Pre-Tax, Basic Employer Matching, Basic Profit Sharing
and Rollover Contributions made on behalf of a
Participant shall be credited to that Participant's
appropriate Accounts as of the Accounting Date coinciding
with the day such contribution is received by the Trustee
with verified data; and
(b) As of the last day of each Plan Year, Variable Employer
Matching and Variable Profit Sharing Contributions made
by an Employer for that year shall be allocated as of the
last day of that year by each Employer in accordance with
subsections 4.1 and 4.2.
Notwithstanding the foregoing, unless the Committee establishes uniform
rules to the contrary, contributions made to the Plan shall share in the
gains and losses of the Investment Funds only when actually made to the
Trustee.
6.4. Correction of Error. In the event of an error in the
adjustment of a Participant's Accounts, the Committee, in its sole
discretion, may correct such error by either crediting or charging the
adjustment required to make such correction to or against income and
expenses of the Trust for the Plan Year in which the correction is made or
the Employer may make an additional contribution to permit correction of
the error. Except as provided in this subsection 6.4, the Accounts of other
Participants shall not be readjusted on account of such error.
6.5. Statement of Plan Interest. As soon as practicable after the
last day of each Plan Year and at such other intervals as the Committee may
determine, the Company shall provide each Participant with a statement
reflecting the balances of his Accounts. Each Participant is responsible
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for reviewing his statement and any Participant who discovers an error
shall bring it to the attention of the Company within 90 days of receipt of
the statement. If a Participant does not bring errors in his statement to
the attention of the Company within 90 days of receipt of his statement,
the Participant will be deemed to have confirmed the accuracy of the
statement.
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 Pre-tax
Contribution election made by a Participant pursuant to subsection 3.1, or
may reduce (to zero if necessary) the level of Matching Contributions to be
made on behalf of Highly Compensated Participants for any month pursuant to
subsection 4.1.
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
(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 any Plan Year of the maximum amount permitted for
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 (as adjusted for cost of living increases under
section 415(d) of the Code); or
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(b) 25 percent of the Participant's Compensation for that
Plan Year 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 and forfeitures (excluding Rollover Contributions) allocated
to a Participant's Accounts under the Plan for such year, excluding Pre-Tax
Contributions that are distributed as excess deferrals in accordance with
subsection 7.7, but including any Pre-Tax or Matching Contributions (the
latter even if forfeited) treated as excess contributions or excess
aggregate contributions under subsections 7.9, 7.11 or 7.12. 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%".
7.4. 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, the excess
amounts shall be treated, as necessary, (i) first by distributing any
after-tax contributions and any earnings attributable thereto, (ii) next by
distributing any unmatched pre-tax contributions any earnings attributable
thereto, (iii) next by distributing any matched pre-tax contributions and
any earnings thereto and (iv) finally by treating such excess amounts in
accordance with Treas. Reg. ss.1.415-6(b)(6)(iii), that is, by placing such
amounts unallocated in a suspense account for the Plan Year and by using
such amounts to reduce the Employer contributions in the following Plan
Year (or succeeding Plan Years, if necessary) for all Participants in
accordance with the rules set forth in Treas. Reg. ss.1.415-6(b)(6)(i).
7.5. 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.
7.6. 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
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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. The foregoing limitation shall apply only so long
as section 415(e) of the Code remains effective.
7.7. Section 402(g) 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 the maximum
amount permitted for any calendar year 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 Pre-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 7.7, the dollar amount of any
distribution due hereunder shall be reduced by the dollar amount of any
Pre-Tax Contributions previously distributed to the same Participant
pursuant to subsection 7.9, provided, however, that for purposes of
subsections 7.3 and 7.8, the correction under this subsection 7.7 shall be
deemed to have occurred before the correction under subsection 7.9.
7.8. 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 employee 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:
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(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) 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 7.8 shall be applied as if all such
plans were a single plan; provided, however, that such
plans may be aggregated in order to satisfy section
401(k) of the Code only if they have the same plan year;
(d) excess Pre-Tax Contributions distributed to a Participant
under subsection 7.7 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
(e) 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 7.8 (on a
reasonable and reasonably consistent basis from year to
year).
Application of this subsection 7.8 shall be made in accordance with section
401(k)(3) of the Code and applicable regulations thereunder, including
section 401(k)(3)(F). For the Plan Year containing the Effective Date, the
tests described on this subsection 7.8 and in subsection 7.10 shall be
performed as though the individuals whose eligibility for either of the
Savings Plans ceased on April 1, 1999 by virtue of their becoming eligible
for this Plan had been eligible for this Plan for the entire Plan Year,
taking into account all their contributions (and compensation) under either
the Savings Plans or this Plan for such Plan Year.
7.9. 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 7.8, 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
7.8. The amounts to be distributed to any Participant
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pursuant to this subsection 7.9 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 7.7. 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.
7.10. 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 Basic
and Variable 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 Basic or Variable Matching Contributions are
made for him for the year;
(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) 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 7.10 shall be applied as if all such
plans were a single plan; provided, however, that such
plans may be aggregated in order to satisfy section
401(m) of the Code only if they have the same Plan year;
and
(d) all Participants who are members of a collective
bargaining unit shall be disregarded under this
subsection 7.10.
Application of the provisions of this subsection 7.10 shall be made in
accordance with the requirements of section 401(m) of the Code and the
regulations thereunder, including section 401(m)(5)(C).
7.11. 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 7.10, the
Company shall direct the Trustee to distribute to Highly Compensated
Participants enough of their Basic and Variable 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
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applicable Treasury regulations), so that the Highly Compensated Group
Contribution Percentage meets one of the tests referred to in subsection
7.10. Any such distribution shall be made first from Variable Matching
Contributions and then (if necessary) from Basic 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.
7.12. Multiple Use of Alternative Limitation. Notwithstanding any
other provision of this Section 7, if the 1.25 factors referred to in
subsections 7.8 and 7.10 are both exceeded for a Plan Year, the leveling
method of correction prescribed in subsection 7.11 shall be continued until
the combined limitation set forth in Treas. Reg. ss. 1.401(m)-2(b) is
satisfied for such Plan Year.
7.13. Highly Compensated. An employee or Participant shall be
"Highly Compensated" for any Plan Year if he:
(a) during that Plan Year or preceding Plan Year was at any
time a 5 percent owner of an Employer or a Related
Company; or
(b) during the preceding Plan Year received Compensation in
excess of $80,000 (indexed for cost-of-living adjustments
under section 415(d) of the Code).
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 all of his Accounts,
provided that any Basic or Variable Matching Contributions that are
allocable to any Pre-Tax Contributions returned to a Participant to satisfy
one of the limits set forth in Section 7 shall be forfeited and used to
reduce Employer contributions.
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
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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.
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 of at least $1,000 to be made to a
Participant from his interest in the Trust Fund as of any Accounting Date
(after all adjustments then required under the Plan have been made),
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) 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 vested balance of the Participant's
Accounts under the Plan as of the date the loan
is made.
(b) No Participant may have more than two loans outstanding at one
time.
(c) 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 such 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.
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(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 (10 years for a
loan used to acquire a dwelling which, within a
reason able 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
to the Company, which payment shall be forwarded to the
Trustee as soon as practicable after the checks clears.
(g) The loan may be prepaid in full at any time without penalty.
(h) Any loan to a Participant shall become immediately due and
payable at such time as the Participant terminates employment
with the Employers. Notwithstanding any other provision of
the Plan to contrary, if the outstanding balance on any loan
is not paid within the grace period permitted by applicable
Treasury regulations 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
vested 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
vested 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.
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(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 Pre-Tax, After-Tax and Rollover Contributions.
As of any Accounting Date, a Participant may withdraw from his Rollover and
Pre-Tax Accounts (exclusive of amounts credited to the Loan Fund) any
amount after attainment of age 59-1/2 or, prior to age 59-1/2, any amount
(other than earnings credited on Pre-Tax Contributions) necessary to meet a
Hardship (as defined in subsection 9.3). As of any Accounting Date (but not
more than twice per Plan Year), any Participant may withdraw any amount
from his After-Tax Account, provided such withdrawal is a minimum of $1,000
or, if less, the entire balance in such Account. Notwithstanding the
foregoing, any withdrawal in accordance with this subsection 9.2 on account
of Hardship shall be made first from the Participant's After-Tax (if any)
and Rollover Accounts and only after those Accounts are depleted, from his
Pre-Tax Account. Any request for a withdrawal in accordance with this
subsection 9.2 shall be filed with the Company at such time and in such
manner as the Company may require.
9.3. 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 with drawal
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.
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(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:
(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 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.
9.4. 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.
9.5. 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) 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.
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
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event of the Participant's death, to or for the benefit of the Participant's
Beneficiary, by payment in a lump sum.
10.2. Commencement of Benefits. Subject to the provisions of
subsection 10.3, benefits payable to or on account of any Participant shall
be determined as of the Accounting Date following his Termination Date on
which authorized distribution directions are received by the Trustee from
the Committee, and distribution of such benefits shall occur as soon as
practicable after his Account balance has been determined, subject to the
following:
(a) A Participant whose entire vested Account balance
(including any outstanding loans) is at least equal to
$5,000, may defer distribution of his vested Account
balance until such Accounting Date he selects that is not
later than 60 days following the end of the Plan Year in
which the later of his 65th birthday or his Termination
Date occurs.
(b) If the Participant's entire vested Account balance
(including any outstanding loans) does not exceed $5,000,
such Account balance shall be distributed to the
Participant without his consent as soon as practicable
after his Termination Date.
(c) If the Participant dies prior to the commencement of his
benefits, distribution of his benefits to any Beneficiary
shall commence as soon as practicable following the date
of his death.
10.3. 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, provided that a Participant who is still employed
on what would have been his Required Beginning Date will
only receive a distribution on such date (and on the last
day of that and any subsequent Plan Year) if he requests
it.
10.4. 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
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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.
10.5. 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.
10.6. 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.
10.7. 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 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.
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
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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 representative 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 representatives 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 10.7.
10.8. 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.
10.9. 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.
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 allocated to his Account under the Brunswick Stock
Fund. 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
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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 allocated to his Account under
the Brunswick Stock Fund. 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.
SECTION 12
The Benefits Administration Committee
12.1. Membership. The Benefits Administration Committee (the
"Committee") referred to in subsection 1.4 shall consist of three or more
members appointed by the Board of Directors of the Company. The Committee
shall act by the concurrence of a majority of its then members by meeting
or by writing without a meeting. The Committee, by unanimous written
consent, 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 by an authorized member of the Committee,
shall be conclusive in favor of any person (including the Trustee) acting
in reliance thereon.
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.
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(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.
(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 Committee
also shall have the duties, responsibilities or authority allocated to it
under the terms of the Trust Agreement.
12.3. Delegation by Company or Committee. In exercising their
respective authority to control and manage the investments, operations and
administration of the Plan, the Company and the 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 or the Committee
member or delegate shall be in writing and may be revoked at any time. Any
member or delegate exercising Company or Committee responsibilities and
powers under this subsection shall periodically report to the Company or
the 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.
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.
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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 member as such. However, the reasonable expenses (including
the fees and expenses of persons employed by it in accordance with
subsection 12.1(h)) of a Committee member incurred in the performance of a
Committee function shall be reimbursed by the Employers. The Trustee is
authorized and directed to pay from the Trust Fund all costs and expenses
incurred in administering the Plan, including the expenses of the Committee
and Plan Administrator, the fees of counsel and any agents for the
Committee and Plan Administrator, the fees and expenses of the Trustee and
all other administrative expenses to the extent not paid by the Employers.
The Committee, in its sole discretion, having regarding to the nature of a
particular expense, shall determine the portion of such expense which is to
be borne by a particular Employer.
12.8. Exercise of Committee's Duties. Notwithstanding any other
provisions of the Plan, the Committee shall 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 and its
individual members 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 or its members by reason of
the performance of a Committee function if the 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.
12.10. Resignation or Removal of Member. A Committee member may
resign at any time by giving ten days' advance written notice to the
Employers, the Trustee and the other members of the Committee. The Company
may remove a Committee member by giving advance written notice to him, the
other Employers, the Trustee and the other members of the committee.
12.11. Appointment of Successor Member. The Company may fill any
vacancy in the membership of the Committee and shall give prompt written notice
thereof to the other members,
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the other Employers and the Trustee. While there is a vacancy in the
membership of the Committee, the remaining members shall have the same
powers as the full 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.
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.
-27-
<PAGE>
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, or may direct the Trustee to
accept such a transfer from another qualified plan. In the case of any
merger or consolidation with, or transfer of assets and liabilities to or
from, 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. In the event that such a merger into this Plan
includes forfeitures that have not yet been reallocated (or used to reduce
employer contributions) in accordance with the terms of the merged plan,
such forfeitures shall be maintained in a separate subaccount until
reallocated (or used to reduce employer contributions) with respect to
Participants who were participants in the merged plan immediately prior to
the merger in accordance with its terms, as though such merged plan were
still a separate plan.
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.
* * * * *
-28-
<PAGE>
EXECUTED at Lake Forest, Illinois this ____ day of ______, 1999 to
be effective as indicated herein.
BRUNSWICK CORPORATION
By__________________
Its_________________
-29-
<PAGE>
Schedule I
to
The Brunswick Rewards Plan
As of the Effective Date the Plan has been extended to the groups
of employees set forth below.
1. Salaried employees of the following business units, excluding
those persons who are eligible to accrue benefits under the Brunswick
Salaried Pension Plan on and after April 1, 1999:
BIRG
CORPORATE
MERCURY
ZEBCO
2. All salaried employees of the following business units:
AMERICAN CAMPER
BRUNSWICK BICYCLES
3. All employees of the following business units:
SEA RAY
U.S. MARINE
-30-
<PAGE>
SUPPLEMENT A
TO
THE BRUNSWICK REWARDS PLAN
(Top-Heavy Status)
Application A-1. This Supplement A to The Brunswick
Rewards 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 April 1,
1999.
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 Participant A-4. For purposes of this
Supplement A, the 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.
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-1
<PAGE>
(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.
(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
A-2
<PAGE>
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.
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),
A-3
<PAGE>
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.
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 Plan A-9. The term "Aggregation Plan" means 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 gregation Plan" means a plan
Aggregation Plan de paragraph (a) or (b) of subsection
A-9.
A-4
<PAGE>
Permissive A-11. The Aggregation Plan" means a plan described in
Aggregate Plan paragraph (c) of subsection A-9.
Minimum A-12. For any Plan Year during which the Plan is Top-
Contribution 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 Benefit A-13. For any Plan Year during which the Plan is Top-Heavy,
Participant paragraphs (2)(B) and (3)(b) of section 415(e) of the Code
shall be applied by substituting "1.0" for "1.25".
A-5
THE BRUNSWICK RETIREMENT SAVINGS PLAN
--------------------------------------
As Amended and Restated Effective as of April 30, 1999
Mayer, Brown & Platt
Chicago
-1-
<PAGE>
TABLE OF CONTENTS
PAGE
||
SECTION 1 General.....................................................1
1.1. Purpose and Effective Date.........................1
1.2. Employers and Related Companies....................1
1.3. Trust Agreement....................................1
1.4. Plan Administration................................1
1.5. Plan Year..........................................2
1.6. Accounting Dates...................................2
1.7. Applicable Laws....................................2
1.8. Gender and Number..................................2
1.9. Notices............................................2
1.11. Evidence...........................................3
1.12. Action by Employer.................................3
1.13. No Reversion to Employers..........................3
1.14. Plan Supplements...................................3
1.15. Defined Terms......................................3
SECTION 2 Participation in Plan.......................................3
2.1. Eligibility for Participation......................3
2.2. Plan Not Guarantee of Employment...................4
2.3. Extended Participation.............................4
2.4. Leased Employees...................................4
SECTION 3 Employee After-Tax, Pre-Tax and Rollover Contributions......5
3.1. After-Tax Contributions............................5
3.2. Pre-Tax Contributions..............................5
3.3. Payment of After-Tax and Pre-Tax Contributions.....5
3.4. Variation, Discontinuance and Resumption of
After-Tax or Pre-Tax\Contributions...............5
3.5. Compensation.......................................6
3.6. Rollover Contributions.............................6
SECTION 4 Employer Matching Contributions.............................6
4.1. Employer Matching Contributions....................6
4.2. Limitations on Amount of Employer Contributions....7
4.3. Payment of Employer Contributions..................7
4.4. Military Absences..................................7
-i-
<PAGE>
SECTION 5 The Trust Fund, Investment Funds
and Investment Fund Elections .............................7
5.1. The Trust Fund, Investment Funds....................7
5.2. Investment Fund Accounting..........................8
5.3. Investment Fund Elections...........................8
5.4. Transfers Between Investment Funds..................8
5.5. Liquidity...........................................8
5.6. Investment of Employer Matching Contributions.......9
SECTION 6 Plan Accounting..............................................9
6.1. Participants' Accounts..............................9
6.2. Allocation of Fund Earnings and Changes in Value...10
6.3. Allocation and Crediting of Contributions..........10
6.4. Correction of Error................................10
6.5. Statement of Plan Interest.........................10
SECTION 7 Limitations On Compensation,
Contributions and Allocations...............................11
7.1. Reduction of Contribution Rates....................11
7.2. Compensation for Limitation/Testing Purposes.......11
7.3. Limitations on Annual Additions....................11
7.4. Excess Annual Additions............................12
7.5. Allocation Among Employers.........................12
7.6. Combined Plan Limitation...........................12
7.7. Section 402(g) Limitation..........................13
7.8. Section 401(k)(3) Testing..........................13
7.9. Correction Under Section 401(k) Test...............14
7.10. Code Section 401(m)(2) Testing.....................15
7.11. Correction Under Section 401(m) Test...............15
7.12. Multiple Use of Alternative Limitation.............16
7.13. Highly Compensated.................................16
SECTION 8 Vesting and Termination Dates...............................16
8.1. Determination of Vested Interest...................16
8.2. Termination Date...................................16
8.3. Distribution Only Upon Separation From Service.....16
SECTION 9 Loans and Pre-Termination Withdrawals.......................17
9.1. Loans..............................................17
9.2. Withdrawal of After-Tax, Pre-Tax and Rollover
Contributions....................................19
9.3. Hardship...........................................19
9.4. Order of Withdrawal from Investment Funds..........20
9.5. Direct Rollover Option.............................21
-ii-
<PAGE>
SECTION 10 Post-Termination Distributions From Account Balances........21
10.1. Manner of Making Payments..........................21
10.2. Commencement of Benefits...........................21
10.3. Limits on Commencement and Duration of
Distributions....................................21
10.4. Facility of Payment................................22
10.5. Interests Not Transferable.........................22
10.6. Absence of Guaranty................................22
10.7. Designation of Beneficiary.........................22
10.8. Missing Participants or Beneficiaries..............23
10.9. Disability Distribution............................23
SECTION 11 Voting, Tender and Exchange Rights of Company Stock.........24
11.1. Voting Rights of Company Stock.....................24
11.2. Tender and Exchange Rights of Company Stock........24
SECTION 12 The Benefits Administration Committee.......................25
12.1. Membership.........................................25
12.2. Rights, Powers and Duties..........................25
12.3. Delegation by Company or Committee.................26
12.4. Uniform Rules......................................26
12.5. Information to be Furnished to Benefits
Administration Committee.........................26
12.6. Committee's Decision Final.........................26
12.7. Remuneration and Expenses..........................26
12.8. Exercise of Committee's Duties.....................27
12.9. Indemnification of the Committee...................27
12.10. Resignation or Removal of Member...................27
12.11. Appointment of Successor Member....................27
12.12. Interested Committee Member........................27
SECTION 13 Amendment and Termination...................................27
13.1. Amendment..........................................28
13.2. Termination........................................28
13.3. Merger and Consolidation of the Plan, Transfer
of Plan Assets...................................28
13.4. Distribution on Termination and Partial
Termination......................................29
Schedule I...............................................................30
SUPPLEMENT A..............................................................1
SUPPLEMENT B..............................................................1
-iii-
<PAGE>
INDEX OF TERMS
Access System.....................................................2
Accounting Date...................................................2
Accounts..........................................................9
administrator.....................................................1
Affected Participant............................................A-1
Aggregation Plan................................................A-4
Annual Additions.................................................12
Beneficiary......................................................23
Brunswick Stock Fund..............................................7
Code..............................................................1
Committee.........................................................2
Common Stock......................................................7
Company...........................................................1
Compensation....................................................A-4
Contribution Percentage..........................................15
Deferral Percentage..............................................13
defined benefit fraction.........................................13
defined contribution fraction....................................13
Distribution Date...............................................B-4
Effective Date....................................................1
eligible retirement plan.........................................21
eligible rollover distribution ..................................21
Employer Matching Account.........................................9
Employer..........................................................1
Employers.........................................................1
ERISA.............................................................1
Hardship.........................................................19
Highly Compensated Group Contribution Percentage.................15
Highly Compensated Group Deferral Percentage.....................13
Highly Compensated...............................................16
Investment Funds..................................................7
Key Employee....................................................A-3
Leased Employee...................................................4
Loan Fund.........................................................7
named fiduciaries.................................................2
Non-highly Compensated Group Contribution Percentage.............15
Non-highly Compensated Group Deferral Percentage.................13
Non-Key Employee................................................A-4
Participant.......................................................3
-iv-
<PAGE>
Permissive Aggregation Plan ....................................A-5
PIN...............................................................2
plan administrator ...............................................1
Plan Year.........................................................2
Pre-Tax Account...................................................9
Preferred Stock...................................................7
Related Company...................................................1
Required Aggregation Plan ......................................A-4
Rollover Account..................................................9
Rollover Contribution ............................................6
Termination Date.................................................16
Top-Heavy.......................................................A-1
Trust Fund........................................................7
Trust.............................................................1
Trustee...........................................................1
unit..............................................................8
After-Tax Account.................................................9
After-Tax Contribution............................................5
Hourly Savings Plan...............................................1
Plan..............................................................1
Pre-Tax Contribution..............................................5
Rewards Plan......................................................1
Salaried Savings Plan.............................................1
Participant.......................................................3
Savings Plans.....................................................1
Wisconsin Hourly Savings Plans................................... 1
||
-v-
<PAGE>
THE BRUNSWICK RETIREMENT SAVINGS PLAN
SECTION 1
General
1.1. Purpose and Effective Date. BRUNSWICK CORPORATION, a Delaware
corporation (the "Company"), had previously established the Brunswick
Retirement Savings Plan for Salaried Employees (the "Salaried Savings
Plan"), the Brunswick Retirement Savings Plan for Hourly Employees (the
"Hourly Savings Plan") and the Brunswick Retirement Savings Plan for
Wisconsin Bargaining Unit Hourly Employees the ("Wisconsin Hourly Savings
Plans") (together, the "Savings Plans"). Effective on April 30, 1999, the
assets of the Savings Plans accounts of employees eligible to participate
in the Brunswick Rewards Plan (the "Rewards Plan") as of April 1, 1999 were
transferred to the Rewards Plan. Immediately thereafter, the Hourly Savings
Plan and Wisconsin Hourly Savings Plan were merged into the Salaried
Savings Plan, to be henceforth called the BRUNSWICK RETIREMENT SAVINGS PLAN
(the "Plan"). The purpose of the Plan is to assist the Company's 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 April 30, 1999, and to the extent that any provision hereof has an
effective date earlier than April 30, 1999 such provision shall be deemed
to be an amendment of each of the Savings Plans as in effect immediately
prior to the Effective Date, to the extent applicable. 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"), with a cash-or-deferred
arrangement within the meaning of section 401(k) of 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.
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. The authority to control and manage the assets of the Plan shall be
vested in
-1-
<PAGE>
the Benefits Administration Committee described in Section 12 (the
"Committee"). The Company and the members of the 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 each day
the New York Stock Exchange is open for business.
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 of Election and Signature. Unless otherwise specified
herein, any election or consent permitted or required to be made or given
by any Participant or other person entitled to benefits under the Plan, and
any permitted modification or revocation thereof, shall be made in writing
or shall be given by means of such interactive telephone and/or computer
system as the Committee may designate from time to time as the sole vehicle
for executing regular transactions under the Plan (referred to generally
herein as the ("Access System"). Each Participant shall have a personal
identification number or "PIN" for purposes of executing transactions
through the Access System, and entry by a Participant of his PIN (with his
Social Security Number or some other form of verification authorized by the
Committee) shall constitute his valid signature for purposes of any
transaction the Committee determines should be executed by means of the
Access System, including but not limited to, enrolling in the Plan,
electing contribution rates, making investment choices, executing loan
documents (if loans are permitted under the Plan), and consenting to a
withdrawal or distribution. Any election made through the Access System
shall be considered submitted to the Committee on the date it is
electronically transmitted, unless such transmission occurs after the
applicable cut off date, as determined by the Committee in its sole
discretion, for the Access System for that day, in which case it will be
considered submitted on the next day on which the New York Stock Exchange
is open for business. To the extent permitted by rules established by the
Committee, the Access System may include computer access through the
Internet or other similar system.
-2-
<PAGE>
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 duly authorized officer of the Company.
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 any of the Savings Plans immediately prior to the
Effective Date, other than employees eligible to participate in the Rewards
Plan, shall be Participants in this Plan on the Effective Date. Subject to
the terms and conditions of the Plan, each other employee of an Employer
will be eligible to become a "Participant" in the Plan for purposes of
Section 3 and subsection 4.1 on the later of the Effective Date or the
first date on which he meets all of the following requirements:
(a) he has attained age 21;
(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; and
(c) he is not eligible to participate in the Rewards
Plan.
Participation is voluntary, and requires an After-Tax or Pre-Tax
Contribution election under subsection 3.1 or 3.2 made in accordance with
uniform rules established by the Committee.
-3-
<PAGE>
Notwithstanding any other provision of the Plan to the contrary, no
individual shall be eligible to participate in the Plan for any period
during which such individual provides services under a contract or
arrangement between an Employer and either such individual himself or an
agency or leasing organization, that purports to treat the individual as
either an independent contractor or an employee of such agency or leasing
organization, even if the individual is later determined (by judicial
action or otherwise) to have been a common law employee of an Employer
during such period rather than an independent contractor or an employee of
such agency or leasing organization.
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(b) or (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 paragraphs 2.1(b) and (c) or
after his Termination Date;
(b) the Beneficiary of a deceased Participant cannot
designate a Beneficiary under subsection 10.7;
and
(c) a Participant may not make a withdrawal or
borrow in accordance with the provisions of
Section 9 after his Termination Date.
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:
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(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 7.13.
SECTION 3
Employee After-Tax, Pre-Tax and Rollover Contributions
3.1. After-Tax Contributions. Subject to the following provisions
of this Section 3, and to the limitations set forth in 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 percentages 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.
3.2. Pre-Tax Contributions. Subject to the limitations set forth
in Section 7 and such additional rules as the Committee may establish on a
uniform and nondiscriminatory basis, for any payroll period a Participant
may elect to have his Compensation reduced and to have a "Pre-Tax
Contribution" made on his behalf of from 1% to 15% of his Compensation. Any
election pursuant to this subsection 3.2 shall be submitted to the
Committee by means of the Access System prior to the payroll date with
respect to which it is to first take effect.
3.3. Payment of After-Tax and Pre-Tax Contributions. Pre-Tax and
After-Tax Contributions shall be paid to the Trustee by the Employer on the
earliest date on which such contributions can reasonably be segregated from
the Employer's general assets.
3.4. Variation, Discontinuance and Resumption of After-Tax or
Pre-Tax Contributions. Subject to such rules and restrictions as the
Committee may establish on a uniform and nondiscriminatory basis, a
Participant may elect to prospectively change his After-Tax and/or Pre- Tax
Contribution rate(s) within any limits specified in subsections 3.1 or 3.2,
whichever is applicable, to elect to discontinue such contributions or to
have them resumed by filing a new election through the Access System prior
to its effective date.
3.5. Compensation. For purposes of this Section 3 and Section 4,
effective April 1, 1999 a Participant's "Compensation" shall mean the
salary, overtime, commissions and cash bonuses paid to a Participant during
the Plan Year after the date on which he becomes a Participant, determined
without regard to any reduction of such compensation under a Pre-Tax
Contribution election or an election to make contributions to a cafeteria
plan under section 125 of the Code, which is paid to him by an Employer for
services rendered to it as an employee, up to the maximum amount permitted
for any Plan Year under section 401(a)(17) of the Code. Compensation does
not include amounts paid under the Brunswick Performance Plan, the
Brunswick Senior Executive Bonus Plan or Brunswick Strategic Incentive
Plan.
3.6. Rollover Contributions. A Participant, or an employee who
would be eligible to participate in the Plan in accordance with subsection
2.1 but for the requirement that he make a Pre- Tax or After-Tax
Contribution election, may make a "Rollover Contribution" in cash of all or
part of the taxable portion of a distribution from a qualified defined
contribution plan of another employer or from an individual retirement
account which, under applicable provisions of the Code, is permitted to be
rolled over into this Plan, excluding any voluntary deductible
contributions (as defined in section 72(o)(5) of the Code). The Committee
shall determine whether any requested rollover satisfies the requirements
of this subsection, and may request whatever supporting documents it deems
necessary to make that determination. An otherwise eligible employee who
makes a Rollover Contribution before he has satisfied all of the
requirements for becoming a Participant shall nevertheless be considered a
Participant solely with respect to his Rollover Account.
SECTION 4
Employer Matching Contributions
4.1. 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 no Employer Matching Contributions described in clause (v)
below 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. Subject to the
provisions of 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
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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 9.2;
(iii) 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 Investment Funds other than Brunswick Stock
Fund; (iv) Employer Matching Contributions shall be made for each payroll
period at the 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 Brunswick Stock Fund; and (v)
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.
4.2. Limitations on Amount of Employer Contributions. In no event
shall the aggregate amount of any contributions made by an Employer 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.
4.3. Payment of Employer Contributions. Employer Matching
Contributions made by an Employer for any Plan Year shall be paid to the
Trustee, without interest, no later than the time prescribed by law for
filing the Employer's federal income tax return for the tax year coincident
with such Plan Year, including any extensions thereof, but all such
contributions shall be considered to have been made on the last day of the
Plan Year regardless of when paid to the Trustee.
4.4. Military Absences. Notwithstanding any other provision of
the Plan to the contrary, eligibility service shall be credited, and make-up
contributions shall be permitted (and made), as required by section 414(u) of
the Code
.
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 with
respect to the Plan. The 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. The Investment Funds will include, without
limitation, a "Loan Fund" which shall consist only of promissory notes
evidencing loans make to Participants in accordance with the provisions of
subsection 9.1 and a "Brunswick Stock Fund" which shall be invested
primarily in shares of common ("Common Stock") and preferred stock
("Preferred Stock") of the Company.
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5.2. Investment Fund Accounting. The Committee shall maintain or
cause to be maintained separate subaccounts for each Participant in each of
the Investment Funds to separately reflect his interest in each such Fund
and the portion of such interest that is attributable to each of his
Accounts. The Committee, in its sole discretion, may establish uniform
rules for reporting the value of each such subaccount, including but not
limited to using a "unit" measurement to reflect each Participant's
interest in an Investment Fund that has the effect of blending the value of
the cash or cash equivalents that comprise part of that Fund with the value
of the securities in which the Fund is primarily invested.
5.3. Investment Fund Elections. At the time that a Participant
enrolls in the Plan he may specify the percentage, in increments of 1%, of
the Pre-Tax Contributions subsequently credited to his Accounts that are to
be invested in each of the Investment Funds in accordance with uniform
rules established by the Committee. Any such investment direction shall be
deemed to be a continuing direction until changed by the Participant.
During any period in which no such direction has been given in accordance
with rules established by the Committee, contributions credited to a
Participant shall be invested in the Investment Funds as determined by the
Committee. A Participant may modify his investment direction prospectively
by using the Access System prior to the effective time of the change in
accordance with uniform rules established by the Committee.
The Plan is intended to satisfy the requirements of section 404(c) of ERISA
with respect to Participants' investment elections. To the extent permitted
by law, neither the Employers, the Committee, the Trustee nor any other
fiduciary of the Plan shall be liable for any loss resulting from a
Participant's exercise of his right to direct the investment of his
Accounts.
5.4. Transfers Between Investment Funds. Subject to uniform rules
established by the Committee, each Participant may elect to transfer,
prospectively, the value of his Accounts attributable to his Pre-Tax
Contributions held in any Investment Fund to any other Investment Fund then
made available to such Participant, provided that Pre-Tax Contributions
initially invested in the Brunswick Stock Fund that were allocated the
increased match under clause 4.1 (iv) may not be moved to another
Investment Fund for the first 24 months after they are credited to the
Participant's Accounts. Any such election shall be made by entering it into
the Access System prior to the time it is to be effective in accordance
with uniform rules established by the Committee.
5.5. Liquidity. In order to accommodate investment changes and
other elections by Participants in a timely manner, a certain portion of
each of the Investment Funds may be held in cash or cash equivalents. The
percentage of assets held in each Investment Fund in cash or cash
equivalents may differ from Fund to Fund and from time to time, as
considered appropriate by the Committee (or its delegate). The rate of
return of each Investment Fund will be a combination of the short term
earnings (or losses) on the cash portion of the Fund and the earnings (or
losses) of the securities or other investments in which such Fund is
primarily invested, determined in accordance with uniform rules established
by the Committee (or its delegate).
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<PAGE>
5.6. Investment of Employer Matching Contributions. A
Participant's Employer Matching Contributions shall be invested in the
Brunswick Stock Fund. As of any Accounting Date each Participant who has
attained at least age 59-1/2, by an election filed with the Company through
the Access System may specify the percentage in multiples of 1% of his
interest in the Brunswick Stock Fund allocated to his Employer Matching
Account that is to be invested thereafter under any other Investment Fund.
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) 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.
(b) 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;
(c) an "Employer Matching Account" in the name of
each Participant, which account will reflect the
amount of the Employer Matching Contributions
made by the Employers on his behalf, and the
income, losses, appreciation and depreciation
attributable thereto; and
(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.
In addition, the Committee may maintain subaccounts within the Pre-Tax
Account to distinguish contributions (and the earnings thereon) eligible to
be matched from contributions (and the earnings thereon) above the matching
limit, as well as subaccounts to reflect balances transferred to this Plan
from another qualified plan that are subject to special rules. The accounts
and subaccounts provided for in this subsection 6.1 shall be for accounting
purposes only, and there shall be no segregation of assets within the
Investment Funds among the separate accounts.
Reference to a Participant's "Accounts" means his Pre-Tax Account,
After-Tax Account, Employer Matching Account and Rollover Account.
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6.2. Allocation of Fund Earnings and Changes in Value. As of each
Accounting Date, interest, dividends and changes in value in each
Investment Fund since the preceding Accounting Date shall be allocated to
each Participant's subaccounts invested in such Investment Fund by
adjusting upward or downward the balance of his subaccounts invested in
such Investment Fund in the ratio which the subaccounts of such Participant
invested in such Investment Fund bears to the total of the subaccounts of
all Participants invested in such Investment Fund as of such Accounting
Date, excluding therefrom, for purposes of this allocation only, all
Pre-Tax, Employer Matching, Profit Sharing, and Rollover Contributions
received since the preceding Accounting Date, so that the total of the
subaccounts of all Participants in each Investment Fund shall equal the
total value of such fund (exclusive of such contributions) as determined by
the Trustee in accordance with uniform procedures consistently applied. The
Plan will use a daily valuation system, which generally shall mean that
Accounts will be updated each business day to reflect activity for that
day, such as new contributions received by the Trustee, changes in
Participants' investment elections, and changes in the unit value of the
Investment Funds under the Plan. Such daily valuation is dependent upon the
Plan's recordkeeper receiving complete and accurate information from a
variety of different sources on a timely basis. Since events may occur that
cause an interruption in this process, affecting a single Participant or a
group of Participants, there shall be no guarantee by the Plan that any
given transaction will be processed on the anticipated day. In the event of
any such interruption, an affected transaction will be processed as soon as
administratively feasible and no attempt shall be made to reconstruct
events as they would have occurred absent the interruption, regardless of
the cause, unless the Committee in its sole discretion directs the Plan's
recordkeeper to do so.
6.3. Allocation and Crediting of Contributions. Subject to the
provisions of Section 7, Pre-Tax, After-Tax, Employer Matching and Rollover
Contributions made on behalf of a Participant shall be credited to that
Participant's appropriate Accounts as of the Accounting Date coinciding
with the day such contribution is received by the Trustee with verified
data. Unless the Committee establishes uniform rules to the contrary,
contributions made to the Plan shall share in the gains and losses of the
Investment Funds only when actually made to the Trustee.
6.4. Correction of Error. In the event of an error in the
adjustment of a Participant's Accounts, the Committee, in its sole
discretion, may correct such error by either crediting or charging the
adjustment required to make such correction to or against income and
expenses of the Trust for the Plan Year in which the correction is made or
the Employer may make an additional contribution to permit correction of
the error. Except as provided in this subsection 6.4, the Accounts of other
Participants shall not be readjusted on account of such error.
6.5. Statement of Plan Interest. As soon as practicable after the
last day of each Plan Year and at such other intervals as the Committee may
determine, the Company shall provide each Participant with a statement
reflecting the balances of his Accounts. Each Participant is responsible
for reviewing his statement and any Participant who discovers an error
shall bring it to the attention of the Company within 90 days of receipt of
the statement. If a Participant does not bring errors in his statement to
the attention of the Company within 90 days of receipt of his statement,
the Participant will be deemed to have confirmed the accuracy of the
statement.
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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 After-Tax or
Pre-Tax Contribution election made by a Participant pursuant to subsections
3.1 or 3.2, 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 4.1.
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
(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 any Plan Year of the maximum amount permitted for
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 (as adjusted for cost of living increases
under section 415(d) of the Code); or
(b) 25 percent of the Participant's Compensation for
that Plan Year calculated as if each Section 415
Affiliate (defined below) were a Related
Company,
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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 and forfeitures (excluding Rollover Contributions) allocated
to a Participant's Accounts under the Plan for such year, excluding Pre-Tax
Contributions that are distributed as excess deferrals in accordance with
subsection 7.7, but including any After-Tax, Pre-Tax or Employer Matching
Contributions (the latter even if forfeited) treated as excess
contributions or excess aggregate contributions under subsections 7.9, 7.11
or 7.12. 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%".
7.4. 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, the excess
amounts shall be treated, as necessary, (i) first by distributing any
after-tax contributions and any earnings attributable thereto, (ii) next by
distributing any unmatched pre-tax contributions and any earnings
attributable thereto, (iii) next by distributing any matched pre-tax
contributions and any earnings thereto and (iv) finally by treating such
excess amounts in accordance with Treas. Reg. ss.1.415-6(b)(6)(iii), that
is, by placing such amounts unallocated in a suspense account for the Plan
Year and by using such amounts to reduce the Employer Matching
Contributions in the following Plan Year (or succeeding Plan Years, if
necessary) for all Participants in accordance with the rules set forth in
Treas. Reg. ss.1.415-6(b)(6)(i).
7.5. 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.
7.6. 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
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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. The foregoing limitation shall apply only so long as section
415(e) of the Code remains effective.
7.7. Section 402(g) 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 the maximum
amount permitted for any calendar year 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 Pre-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 7.7, the dollar amount of any
distribution due hereunder shall be reduced by the dollar amount of any
Pre-Tax Contributions previously distributed to the same Participant
pursuant to subsection 7.9, provided, however, that for purposes of
subsections 7.3 and 7.8, the correction under this subsection 7.7 shall be
deemed to have occurred before the correction under subsection 7.9.
7.8. Section 401(k)(3) Testing. For any Plan Year beginning on or
after January 1, 1997, the amount by which the average of the Deferral
Percentages (as defined below) of each eligible employee 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:
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(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) 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 7.8 shall be applied as if
all such plans were a single plan; provided,
however, that such plans may be aggregated in
order to satisfy section 401(k) of the Code only
if they have the same plan year;
(d) excess Pre-Tax Contributions distributed to a
Participant under subsection 7.7 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
(e) 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 7.8 (on a
reasonable and reasonably consistent basis from
year to year).
Application of this subsection 7.8 shall be made in accordance with section
401(k)(3) of the Code and applicable regulations thereunder, including
section 401(k)(3)(F). For the Plan Year containing the Effective Date, the
tests under this subsection 7.8 and subsection 7.10 shall be performed as
if the merger of the Savings Plans and the transfer to the Rewards Plan
described in subsection 1.1 had all occurred on January 1, 1999.
7.9. 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 7.8, 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
7.8. The amounts to be distributed to any Participant
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pursuant to this subsection 7.9 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 7.7. 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.
7.10. Code Section 401(m)(2) Testing. For any Plan Year beginning
on or after January 1, 1997, the amount by which the average of the
Contribution 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 and 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 for him for the
year;
(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) 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 7.10 shall be applied as if
all such plans were a single plan; provided,
however, that such plans may be aggregated in
order to satisfy section 401(m) of the Code only
if they have the same Plan year; and
(d) all Participants who are members of a collective
bargaining unit shall be disregarded under this
subsection 7.10.
Application of the provisions of this subsection 7.10 shall be made in
accordance with the requirements of section 401(m) of the Code and the
regulations thereunder, including section 401(m)(5)(C).
7.11. 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 7.10, the
Company shall direct the Trustee to distribute to Highly Compensated
Participants enough of their After-Tax and Employer Matching Contributions
under the leveling
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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
7.10. Any such distribution shall be made first from After-Tax
Contributions and 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.
7.12. Multiple Use of Alternative Limitation. Notwithstanding any
other provision of this Section 7, if the 1.25 factors referred to in
subsections 7.8 and 7.10 are both exceeded for a Plan Year, the leveling
method of correction prescribed in subsection 7.11 shall be continued until
the combined limitation set forth in Treas. Reg. ss. 1.401(m)-2(b) is
satisfied for such Plan Year.
7.13. Highly Compensated. An employee or Participant shall be
"Highly Compensated" for any Plan Year if he:
(a) during that Plan Year or preceding Plan Year was
at any time a 5 percent owner of an Employer or
a Related Company; or
(b) during the preceding Plan Year received
Compensation in excess of $80,000 (indexed for
cost-of-living adjustments under section 415(d)
of the Code).
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 all of his Accounts,
provided that any Employer Matching Contributions that are allocable to any
Pre-Tax Contributions returned to a Participant to satisfy one of the
limits set forth in Section 7 shall be forfeited and used to reduce
Employer contributions.
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,
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(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.
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 of at least $1,000 to be made from
the Trust Fund to the Participant from his Pre-Tax and Rollover Accounts as
of any Accounting Date (after all adjustments then required under the Plan
have been made), 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) 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 vested balance of the Participant's
Accounts under the Plan as of the date the loan
is made.
(b) No Participant may have more than two loans
outstanding at one time.
(c) 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
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Fund with respect to the applicable Account
bears to the total of all his interest in that
Account, provided that loans shall be made only
from a Participant's Pre-Tax and Rollover
Accounts.
(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 (10 years 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 to the Company, which
payment shall be forwarded to the Trustee as
soon as practicable after the checks clears.
(g) The loan may be prepaid in full at any time without
penalty.
(h) Any loan to a Participant shall become
immediately due and payable at such time as a
Participant who has terminated employment with
the Employers receives a distribution of his
Account balances, provided that any loans made
after the Effective Date shall become
immediately due and payable when the
Participant terminates employment with the
Employers. Notwithstanding any other provision
of the Plan to contrary, if the outstanding
balance on any loan is not paid within the
grace period permitted by applicable Treasury
regulations 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 vested 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 vested
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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, Pre-Tax and Rollover Contributions.
As of any Accounting Date, a Participant may withdraw from his Rollover and
Pre-Tax Accounts (exclusive of amounts credited to the Loan Fund) any
amount after attainment of age 59-1/2 or, prior to age 59- 1/2, any amount
(other than earnings credited on Pre-Tax Contributions) necessary to meet a
Hardship (as defined in subsection 9.3). As of any Accounting Date (but not
more than twice during any Plan Year), a Participant may withdraw an amount
that is not less than $1,000 (or if less, 100% of the amount than credited
to his After-Tax Account) and not greater than the amount then credited to
his After-Tax Account. Notwithstanding the foregoing, any withdrawal in
accordance with this subsection 9.2 on account of Hardship shall be made
first from the Participant's After-Tax and Rollover Accounts and only after
those accounts are depleted, from his Pre-Tax Account. Any request for a
withdrawal in accordance with this subsection 9.2 shall be filed with the
Company at such time and in such manner as the Company may require.
9.3. 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;
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(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:
(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 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.
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.
9.4. 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.
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<PAGE>
9.5. 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) 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.
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. Commencement of Benefits. Subject to the provisions of
subsection 10.3, benefits payable to or on account of any Participant shall
be determined as of the Accounting Date following his Termination Date on
which authorized distribution directions are received by the Trustee from
the Committee, and distribution of such benefits shall occur as soon as
practicable after his Account balance has been determined, subject to the
following:
(a) A Participant whose entire vested Account
balance (including any outstanding loans) is at
least equal to $5,000, may defer distribution of
his vested Account balance until such Accounting
Date he selects that is not later than 60 days
following the end of the Plan Year in which the
later of his 65th birthday or his Termination
Date occurs.
(b) If the Participant's entire vested Account
balance (including any outstanding loans) does
not exceed $5,000, such Account balance shall be
distributed to the Participant without his
consent as soon as practicable after his
Termination Date.
(c) If the Participant dies prior to the
commencement of his benefits, distribution of
his benefits to any Beneficiary shall commence
as soon as practicable following the date of his
death.
10.3. 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:
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(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 Partici pant'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, provided that a
Participant who is still employed on what would
have been his Required Beginning Date will only
receive a distribution on such date (and on the
last day of that and any subsequent Plan Year)
if he requests it.
10.4. 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.
10.5. 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.
10.6. 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.
10.7. 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,
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that if a Participant is legally married on the date of his death,
designation of a Beneficiary other than his spouse shall be effective 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.
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 representative 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 representatives 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 10.7.
10.8. 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.
10.9. 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.
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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 allocated to his Account under the Brunswick Stock
Fund. 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 allocated to his Account under
the Brunswick Stock Fund. 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.
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SECTION 12
The Benefits Administration Committee
12.1. Membership. The Benefits Administration Committee (the
"Committee") referred to in subsection 1.4 shall consist of three or more
members appointed by the Board of Directors of the Company. The Committee
shall act by the concurrence of a majority of its then members by meeting
or by writing without a meeting. The Committee, by unanimous written
consent, 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 by an authorized member of the Committee,
shall be conclusive in favor of any person (including the Trustee) acting
in reliance thereon.
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.
(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.
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To the extent applicable to its investment responsibilities, the Committee
also shall have the duties, responsibilities or authority allocated to it
under the terms of the Trust Agreement.
12.3. Delegation by Company or Committee. In exercising their
respective authority to control and manage the investments, operations and
administration of the Plan, the Company and the 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 or the Committee
member or delegate shall be in writing and may be revoked at any time. Any
member or delegate exercising Company or Committee responsibilities and
powers under this subsection shall periodically report to the Company or
the 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.
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 member as such. However, the reasonable expenses (including
the fees and expenses of persons employed by it in accordance with
subsection 12.1(h)) of a Committee member incurred in the performance of a
Committee function shall be reimbursed by the Employers. The Trustee is
authorized and directed to pay from the Trust Fund all costs and expenses
incurred in administering the Plan, including the expenses of the Committee
and Plan Administrator, the fees of counsel and any agents for the
Committee and Plan Administrator, the fees and expenses of the Trustee and
all other administrative expenses to the extent not paid by the Employers.
The Committee, in its sole discretion, having regarding to the nature of a
particular expense, shall determine the portion of such expense which is to
be borne by a particular Employer.
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12.8. Exercise of Committee's Duties. Notwithstanding any other
provisions of the Plan, the Committee shall 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 and its
individual members 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 or its members by reason of
the performance of a Committee function if the 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.
12.10. Resignation or Removal of Member. A Committee member may
resign at any time by giving ten days' advance written notice to the
Employers, the Trustee and the other members of the Committee. The Company
may remove a Committee member by giving advance written notice to him, the
other Employers, the Trustee and the other members of the committee.
12.11. Appointment of Successor Member. The Company may fill any
vacancy in the membership of the 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, the remaining
members shall have the same powers as the full 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.
-26-
<PAGE>
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.
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, or may direct the Trustee to
accept such a transfer from another qualified plan. In the case of any
merger or consolidation with, or transfer of assets and liabilities to or
from, 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
-27-
<PAGE>
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. In the event that such a merger into this Plan includes
forfeitures that have not yet been reallocated (or used to reduce employer
contributions) in accordance with the terms of the merged plan, such
forfeitures shall be maintained in a separate subaccount until reallocated
(or used to reduce employer contributions) with respect to Participants who
were participants in the merged plan immediately prior to the merger in
accordance with its terms, as though such merged plan were still a separate
plan.
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.
* * * * *
EXECUTED at Lake Forest, Illinois this ____ day of ______, 1999 to
be effective as indicated herein.
BRUNSWICK CORPORATION
By_____________________
Its____________________
-28-
<PAGE>
Schedule I
to
The Brunswick Retirement Savings Plan
--------------------------------------
As of the Effective Date the Plan has been extended to all U.S.
hourly employees and salaried employees actively participating in the
Brunswick Salaried Pension Plan employed in the following business groups:
Mercury Marine
Indoor Recreation
Zebco
Brunswick Bicycle Division
-29-
<PAGE>
SUPPLEMENT A
TO
THE BRUNSWICK RETIREMENT SAVINGS PLAN
(Top-Heavy Status)
Application A-1. This Supplement A to The Brunswick
Retirement Savings Plan (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 April 30, 1999.
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 Participant A-4. For purposes of this
Supplement A, the 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.
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-1
<PAGE>
(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.
(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.
A-2
<PAGE>
(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.
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
A-3
<PAGE>
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.
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 Plan A-9. The term "Aggregation Plan"
- ---------------- means 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.
A-4
<PAGE>
Permissive A-11. The term "Permissive Aggregation Plan" means a plan
Aggregate 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 Benefit A-13. For any Plan Year during which the
Participant 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".
A-5
<PAGE>
SUPPLEMENT B
to
BRUNSWICK RETIREMENT SAVINGS PLAN
Application B-1. This Supplement B to 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 Brunswick
Retirement Savings Plan for Salaried
Employees prior to the Effective Date.
Effective Date B-2. The Effective Date of this Supplement
B is April 30, 1999.
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 Starcraft B-4. Notwithstanding the provisions of
Plan Participants subsection 10.1, and subject to the
provisions of subsection B-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 10.2, 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
(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
B-1
<PAGE>
which equal monthly benefits
are payable for the
spouse's lifetime.
Retirement Election B-5. Upon the request of a Participant,
Informtion the Committee will provide
the Participant with 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.
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 Governing B-6. If a married Participant elects
Annuity Eleciton distribution in the form of an annuity
pursuant to subsections B-4 or B-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
B-2
<PAGE>
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-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
B-3
<PAGE>
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
10.2(c), if the spouse consents
to the designation of a
Beneficiary other than the
spouse in accordance with
subsection 10.7 during the
period between the
Participant's election of an
annuity and his death, and
acknowledges that such
Beneficiary designation
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-6, and may make a
new election of any form of
distribution permitted under
Section 10 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 B-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 B-6 shall be
irrevocable.
(h) A Participant's "Distribution
Date" for purposes of this
subsection B-6 shall mean the
first day of the first period
for which a payment in any form
is made pursuant to this
subsection B-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.
B-4
<PAGE>
Limitations on B-7. Notwithstanding any other provision of
Benefit Payments this Supplement, 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. ss. 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 subsections
10.2 and 10.3, 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;
(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).
B-5
<PAGE>
Investments, B-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.
B-6
EXHIBIT 5.1
April 29, 1999
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 Vice President, General Counsel and Secretary of 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 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 and Rewards Plan (the
"Plans"). I have examined such documents, records and instruments and such
questions of law as I consider necessary for the purpose of this opinion.
Based on the foregoing, I am of the opinion that 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/ Mary D. Allen
Mary D. Allen
Vice President, General
Counsel and Secretary
EXHIBIT 23.2
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 January 27, 1999 (except with respect to the matters discussed in
Note 6, as to which the dates are February 10, 1999 and February 16, 1999)
in Brunswick Corporation's Form 10-K for the year ended December 31, 1998
and to all references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
April 28, 1999
Exhibit 24.1
POWER OF ATTORNEY
The undersigned directors and officers of Brunswick Corporation, a
Delaware corporation (the "Company"), hereby appoint Peter B. Hamilton,
Richard S. O'Brien and Victoria J. Reich 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 posteffective amendments thereto, and all instruments
necessary or incidental in connection therewith, and to file or cause to be
filed such Registration Statement, amendments or posteffective 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/her name.
Capacity Signature Date
- ---------- ---------- ----
Chairman of the Board, /s/ Peter N. Larson April 21, 1999
-----------------------
Chief Executive Officer Peter N. Larson
(Principal Executive
Officer) and Director
Executive Vice President /s/ Peter B. Hamilton April 21, 1999
------------------------
and Chief Financial Officer Peter B. Hamilton
(Principal Financial Officer)
Vice President and Controller /s/ Victoria J. Reich April 21, 1999
(Principal Accounting Officer) -----------------------
Victoria J. Reich
Director /s/ Nolan D. Archibald April 21, 1999
-----------------------
Nolan D. Archibald
<PAGE>
Capacity Signature Date
- --------- --------- ----
Director /s/ Jeffrey L. Bleustein April 21, 1999
---------------------------
Jeffrey L. Bleustein
Director /s/ Michael J. Callahan April 21, 1999
---------------------------
Michael J. Callahan
Director /s/ Manuel A. Fernandez April 21, 1999
---------------------------
Manuel A. Fernandez
Director /s/ Peter Harf April 21, 1999
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Peter Harf
Director /s/ Jay W. Lorsch April 21, 1999
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Jay W. Lorsch
Director /s/ Rebecca P. Mark April 21, 1999
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Rebecca P. Mark
Director /s/ Bettye Martin Musham April 21, 1999
----------------------------
Bettye Martin Musham
Director /s/ Kenneth Roman April 21, 1999
Kenneth Roman
Director /s/ Robert L. Ryan April 21, 1999
-----------------------------
Robert L. Ryan
Director /s/ Roger W. Schipke April 21, 1999
-----------------------------
Roger W. Schipke
