EXHIBIT 4.6 BRUNSWICK CORPORATION ELECTIVE DEFERRED COMPENSATION PLAN

EXHIBIT 4.6

BRUNSWICK CORPORATION
ELECTIVE DEFERRED COMPENSATION PLAN

SECTION 1

General

     1.1. Purpose. The Brunswick Corporation Elective Deferred Compensation Plan (the “Plan”) has been established by Brunswick Corporation (the “Company”) so that it, and each of the Related Companies which, with the consent of the Company, adopts the Plan may provide its eligible employees with an opportunity to build additional financial security, thereby aiding such companies in attracting and retaining employees of exceptional ability.

     1.2. Effective Date. The “Effective Date” of the Plan is January 1, 1997.

     1.3. Related Companies and Employers. For purposes of the Plan, the term “Related Company” means (i) any corporation, partnership, joint venture or other entity during any period in which it owns, directly or indirectly, at least 50% of the voting power of all classes of stock of the Company (or successor to the Company) entitled to vote; and (ii) any corporation, partnership, joint venture or other entity during any period in which at least a 50% voting or profits interest is owned, directly or indirectly, by the Company, by any entity that is a successor to the Company, or by any entity that is a Related Company by reason of clause (i) next above. The Company and each Related Company which, with the consent of the Company, adopts the Plan for the benefit of its eligible employees are referred to below collectively as the “Employers” and individually as an “Employer.” A Related Company may, with the consent of the Company, adopt the Plan by action of its Board of Directors.

     1.4. Operation and Administration. The authority to control and manage the operation and administration of the Plan shall be vested in the Human Resources and Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”). In controlling and managing the operation and administration of the Plan, the Committee shall have the rights, powers and duties set forth in Section 7. Capitalized terms in the Plan shall be defined as set forth in the Plan.

     1.5. Plan Year. The term “Plan Year” means the calendar year.

     1.6. Applicable Law. The Plan shall be construed and administered in accordance with the laws of the State of Illinois to the extent that such laws are not preempted by the laws of the United States of America.

     1.7. 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.

     1.8. Notices. Any notice or document required to be filed with the Plan Administrator (as defined in subsection 7.1) or the Committee under the Plan will be properly filed if delivered or mailed to the Plan Administrator, in care of the Company, at its principal executive offices. The Plan Administrator may, by advance written notice to affected persons, revise such notice procedure from time to time. Any notice required under the Plan may be waived by the person entitled to notice.

     1.9. Form and Time of Elections. Unless otherwise specified herein, each election required or permitted to be made by any Participant or other person entitled to benefits under the Plan, and any permitted modification or revocation thereof, shall be in writing filed with the Plan Administrator at such times, in such form, and subject to such restrictions and limitations as the Plan Administrator shall require.

     1.10. Benefits Under Qualified Plans. Compensation of any Participant that is deferred under the Plan, and benefits payable under the Plan, shall be disregarded for purposes of determining the benefits under any plan that is intended to be qualified under section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”).

     1.11. Other Costs and Benefits. The Plan is intended to defer, but not to eliminate, payment of compensation to a Participant. Accordingly, if any compensation or benefits that would otherwise be provided to a Participant in the absence of the Plan are reduced or eliminated by reason of deferral under the Plan, the Company shall equitably compensate the Participant for such reduction or elimination. However, no reimbursement will be made for increased taxes resulting from benefits under the Plan (whether resulting from a change in individual income tax rates or otherwise).

     1.12. 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.

     1.13. Action by Employers. Any action required or permitted to be taken by any Employer shall be by resolution of its board of directors, or by a duly authorized officer of the Employer.

     1.14. Withholding. Except as otherwise provided by the Committee, (i) the deduction of withholding and any other taxes required by law will be made from all amounts paid in cash and (ii) in the case of payments in shares of common stock of the Company (“Company Stock”), the Participant shall be required to pay in cash the amount of any taxes required to be withheld prior to receipt of such Company Stock, or alternatively, a number of shares of Company Stock the Fair Market Value (defined below) of which equals the amount required to be withheld may be deducted from the payment; provided, however, that the number of shares of Company Stock so deducted may not have an aggregate Fair Market Value in excess of the amount determined by applying the minimum statutory withholding rate. “Fair Market Value” means the closing price on the New York Stock Exchange — Composite Transactions Tape on the relevant date or on the next preceding date on which a closing price was quoted; provided, however, that the Committee may specify some other definition of Fair Market Value.

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     1.15. Adjustments. In the event of any increase or decrease in the number of issued shares of Company Stock resulting from a subdivision or consolidation of shares or other capital adjustment, or the payment of a stock dividend or other increase or decrease in shares, effected without receipt of consideration by the Company, or other change in corporate or capital structure, the number and class of securities distributable under this Plan and the number of share units in Participants’ Elective Stock Deferral Accounts shall be appropriately adjusted by the Committee; provided, however, that any fractional shares resulting from any such adjustment shall be eliminated. The decision of the Committee regarding any such adjustment shall be final, binding and conclusive.

SECTION 2

Participation

     2.1. Participant. Subject to the terms of the Plan, an individual shall be eligible to make deferrals under the Plan during any period he or she is an Eligible Employee. For purposes of the Plan, the term “Eligible Employee” for any period shall mean any employee of any Employer who is designated as an Eligible Employee for that period, either by individual designation by the Committee, or by being a member of a group designated by the Committee.

     2.2. Deferral Election. An Eligible Employee shall participate in the Plan by electing to defer payment of all or a portion of his Eligible Compensation pursuant to the terms of a “Deferral Election.” An individual’s Deferral Election shall be filed at such time and in such form as may be determined by the Committee from time to time. Except as otherwise provided by the Committee, a Participant may not revoke any Deferral Elections. The Committee may, in its discretion, override a Participant’s Deferral Election and may revoke a Participant’s Deferral Election as of the date on which the Participant ceases to be an Eligible Employee (provided that this sentence shall not be construed to permit the Committee to revoke a Distribution Election by reason of the Participant ceasing to be an Eligible Employee).

     2.3. Eligible Compensation. For purposes of the Plan, a Participant’s “Eligible Compensation” from any Employer for any Plan Year means such amounts as would otherwise be payable to him by the Employer, and which are designated by the Committee as compensation eligible for deferral in accordance with the Plan.

     2.4. Plan Not Contract of Employment. The Plan does not constitute a contract of employment, and participation in the Plan will not give any employee the right to be retained in the employ of any Employer 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.

SECTION 3

Plan Accounting

     3.1. Elective Cash Deferral Accounts. Subject to subsection 3.6, the Plan Administrator shall establish an “Elective Cash Deferral Account” for each Participant who has

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filed a Deferral Election. If a Participant’s Eligible Compensation subject to a Deferral Election would otherwise be payable from more than one Employer, a separate subaccount shall be established within the Participant’s Elective Cash Deferral Account with respect to the Eligible Compensation from each such Employer.

     3.2. Adjustment of Elective Cash Deferral Accounts. Each Elective Cash Deferral Account shall be adjusted in accordance with this subsection 3.2 in a uniform manner as of such periodic “Accounting Dates” as may be determined by the Plan Administrator from time to time (which Accounting Dates shall be not less frequent than monthly). As of each Accounting Date, the balance of each Elective Cash Deferral Account shall be adjusted as follows:

     3.3. Crediting of Elective Cash Deferral Accounts Under Deferral Election. The balance of a Participant’s Elective Cash Deferral Account shall be credited, in accordance with the provisions of paragraph 3.2(c), with the amount by which his Eligible Compensation subject to a Deferral Election is reduced pursuant to the Deferral Election that is not deferred into an Elective Stock Deferral Account pursuant to subsection 3.6. Such crediting shall occur as of the end of the month in which such Eligible Compensation would otherwise have been paid to the Participant by the Employer were it not for the reduction made pursuant to the Deferral Election or, if such date is not an Accounting Date, as of the first Accounting Date occurring thereafter.

     3.4. Investment Return Rates. The “Investment Return Rate(s)” with respect to the Elective Cash Deferral Account, or portions thereof, of any Participant for any period shall be the Investment Return Rate(s) elected by the Participant in accordance with subsection 3.5 from among such investment alternatives (if any) for that period which, in the discretion of the Committee, are offered from time to time under this subsection 3.4.

     3.5. Selection of Investment Return Rate. The Investment Return Rate alternatives for Elective Cash Deferral Accounts under the Plan, and a Participant’s ability to choose among Investment Return Rate alternatives, shall be determined in accordance with rules established by the Committee from time to time; provided, however, that the Committee may not modify the Investment Return Rate with respect to periods prior to the adoption of the modification.

     3.6. Elective Stock Deferral Accounts. A Participant’s Deferral Election with respect to an award under the Brunswick Corporation Strategic Incentive Plan (“SIP”) may designate all or a portion of such award to be deferred into an “Elective Stock Deferral Account” for the Participant. A Participant’s Elective Stock Deferral Account shall be credited with (i) the number of “Original” stock units equal to the sum of (i) the number of shares of Company Stock

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the Fair Market Value of which (determined as of the date on which funding of the deferred SIP award is approved by the Committee) equals the amount of the SIP award deferred into the Elective Stock Deferral Account and (ii) the number of “Premium” stock units equal to 20% of the number of Original stock units determined in (i). Such crediting shall occur as of the end of the month in which such SIP award would otherwise have been paid to the Participant by the Employer were it not for the reduction made pursuant to the Deferral Election or, if such date is not an Accounting Date, as of the first Accounting Date occurring thereafter. As of each Accounting Date, a Participant’s Elective Stock Deferral Account shall be adjusted to reflect the deemed reinvestment of dividends in accordance with the terms of the Company’s dividend reinvestment program, as in effect from time to time, and shall be charged the amount of any distributions under the Plan with respect to that Account that have not previously been charged.

     3.7. Statement of Accounts. As soon as practicable after the end of each Plan Year, and at such other times as determined by the Committee or the Chief Executive Officer of the Company, the Company shall provide each Participant having one or more Accounts under the Plan with a statement of the transactions in his Accounts during that year and his Account balances as of the end of the year.

SECTION 4

Distributions

     4.1. General. Subject to this Section 4 and Section 5 (relating to Change in Control), the balance of a Participant’s Account(s) shall be distributed in accordance with the Participant’s most recently filed Distribution Election (defined below). In no event shall the amount distributed with respect to any Participant’s Account(s) as of any date exceed the amount of the balance of the Account(s) as of that date.

     4.2. Distribution Election. A Participant’s Deferral Election shall also specify the time and number of payments in which the Participant’s Account(s) shall be distributed (“Distribution Election”), subject to such restrictions and limitations as may be imposed by the Committee. Except as provided in subsection 5.1, no distribution may be made under the Plan to the extent that distribution would cause the Participant to have compensation that is not deductible by reason of section 162(m) of the Code, and payment of such amounts will be deferred in accordance with the applicable terms of the Company’s plans or arrangements relating to such deferral.

     4.3. Hardship Withdrawals. In the event of financial hardship, as determined by the Committee in its discretion, a Participant may elect, in accordance with rules and regulations established by the Committee, to make a withdrawal from his Accounts. If a Participant’s request for a hardship withdrawal is approved by the Committee, 90% of the approved withdrawal amount will be paid to the Participant as soon as practicable and 10% of the approved withdrawal amount will be forfeited; provided, however, that the amount of the forfeiture shall be reduced by the Fair Market Value of the shares of Company Stock represented by any Premium stock units that are forfeited from a Participant’s Elective Stock Deferral Account(s) pursuant to subsection 4.4 as a result of such hardship withdrawal. In addition, a

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Participant who makes a hardship withdrawal shall be suspended from making additional deferrals under the Plan for the remainder of the Plan Year in which the withdrawal occurs and for the following Plan Year.

     4.4. Forfeiture of Unvested Premium Stock Units. In the event of any distribution or withdrawal of Original stock units that were credited to a Participant’s Elective Stock Deferral Account as a result of a deferred SIP award less than three years before the date of distribution or withdrawal, other than a distribution following termination of the Participant’s employment due to death, permanent and total disability or after the sum of the Participant’s age and years of service is at least 65, the Premium stock units (and associated dividend reinvestments) that were credited at the same time as such Original stock units shall be forfeited.

     4.5. Medium of Payment. All distributions and withdrawals from Participants’ Elective Cash Deferral Accounts shall be paid in cash and all distributions and withdrawals from Participants’ Elective Stock Deferral Accounts shall be distributed by the Company in shares of Company Stock.

     4.6. Beneficiary. Subject to the terms of the Plan, any benefits payable to a Participant under the Plan that have not been paid at the time of the Participant’s death shall be paid at the time and in the form determined in accordance with the foregoing provisions of the Plan, to the beneficiary designated by the Participant in writing filed with the Plan Administrator in such form and at such time as the Plan Administrator shall require. A beneficiary designation form will be effective only when the signed form is filed with the Plan Administrator while the Participant is alive and will cancel all beneficiary designation forms filed earlier. If a deceased Participant failed to designate a beneficiary, or if the designated beneficiary of a deceased Participant dies before him or before complete payment of the Participant’s benefits, the amounts shall be paid to the legal representative or representatives of the estate