2005 AUTOMATIC DEFERRED COMPENSATION PLAN

1.1.   Purpose .  The Brunswick Corporation 2005 Automatic Deferred Compensation Plan (the “Plan”) was previously established by Brunswick Corporation (the “Company”) to provide for the deferral of compensation payable to Covered Executives by the Company and Related Companies that would otherwise be non-deductible by reason of section 162(m) of the Code, and thereby avoid the loss of such deduction, and to compensate the Covered Executives for such deferral.  The Plan applies to the deferral of amounts that are earned or become vested after December 31, 2004.  The Brunswick Corporation Automatic Deferred Compensation Plan (the “Prior Plan”) shall apply to the deferral of amounts that are earned or become vested on or before December 31, 2004. The following provisions constitute an amendment and restatement of the Plan, effective as of January 1, 2009.

1.2.   Code .  For purposes of the Plan, the term “Code” means the Internal Revenue Code of 1986, as amended.  References to sections of the Code also refer to any successor provisions thereof.  If, after the Effective Date, there is a change in the provisions or interpretation of Code sections 162(m) or 409A which would have a material effect on the benefits of the Plan to a Covered Executive or the Company, the Company shall revise the Plan in good faith to preserve the benefits of the Plan for the Company, the Related Companies, and the Covered Executives; provided, however, that if any change to the Plan pursuant to this sentence is adverse to a Covered Executive, the Covered Executive shall be provided with reasonable compensation therefore.

1.3.   Effective Date .  The “Effective Date” of this amendment and restatement of the Plan is January 1, 2009.

1.4.   Related Companies .  The term “Related Companies” means any company during any period in which compensation paid to a Covered Executive by such company would be required to be aggregated with compensation paid to the Covered Executive by the Company, in accordance with the affiliated group rules applicable to Code section 162(m).  The Company shall enter into such arrangements with the Related Companies as it shall deem appropriate to implement the terms of the Plan, and shall inform the Covered Executive of any material failure to provide for such implementation.

1.5.   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 6.  Capitalized terms in the Plan shall be defined as set forth in the Plan.

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.   Number .  Where the context admits 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 Committee under the Plan will be properly filed if delivered or mailed to the Human Resources and Compensation Committee, in care of the Company, at its principal executive offices.  The Committee 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.   Benefits Under Qualified Plans .  Compensation of any Covered Executive 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 Code.

1.10.   Other Costs and Benefits .  The Plan is intended to defer, but not to eliminate, payment of compensation to a Covered Executive.  Accordingly, if any compensation or benefits that would otherwise be provided to a Covered Executive in the absence of the Plan are reduced or eliminated by reason of deferral under the Plan, the Company shall equitably compensate the Covered Executive for such reduction or elimination, and the Company shall reimburse the Covered Executive for any increased or additional penalty taxes which the Covered Executive may incur by reason of deferral under the Plan which would not have been incurred in the absence of such deferral.  In the event a Covered Executive is entitled to reimbursement pursuant to the preceding sentence, such reimbursement shall be made no later than the last day of the taxable year following the taxable year in which the penalty taxes are paid.  Notwithstanding the foregoing provisions, no reimbursement will be made for taxes resulting from an increase or decrease in individual income tax rates, or resulting from an increase in the amount of compensation payable to the Covered Executive by reason of the accrual of earnings or any other provision of the Plan.

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 Company .  Any action required or permitted to be taken by the Company or any Related Company shall be by resolution of its board of directors, or by a duly authorized officer of the Company or Related Company, as the case may be.

1.13.   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.

1.14.   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’ Automatic 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.

2.1.   Covered Executives .  Subject to the terms of the Plan, an individual shall be a “Covered Executive” subject to the deferral requirements of the Plan for any year, if, for that year, the individual is a “covered employee” with respect to the Company, as that term is used in Code section 162(m)(3) and Treas. Reg. section 1.162-27(c)(2).  The provisions of the Plan shall not apply to any employee to the extent that the employee is subject to an individual agreement with the Company providing for automatic deferral of compensation to avoid non-deductibility of compensation by reason of Code section 162(m).

2.2.   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 the 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.

3.1.   Deferred Amount .  If a Covered Executive’s total compensatio