2005 ELECTIVE DEFERRED INCENTIVE COMPENSATION PLAN

1.1.   Purpose .  The Brunswick Corporation 2005 Elective Deferred Incentive Compensation Plan (the “Plan”) was previously established by Brunswick Corporation (the “Company”) so that it may provide eligible employees with an opportunity to build additional financial security, thereby aiding the Company in attracting and retaining employees of exceptional ability.  The Plan applies to the deferral of amounts that are earned or become vested after December 31, 2004.  The Brunswick Corporation Elective Deferred Compensation Plan (the “Prior Plan”) shall apply to the deferral of amounts that are earned and become vested on or before December 31, 2004.  The following provisions constitute an amendment and restatement of the Plan effective January 1, 2009.

1.2.   Change in Control .  For purposes of the Plan, the term “Change in Control” shall have the meaning set forth in Section 409A of the Code; provided, however, in no event shall an acquisition of assets under Treasury Regulation 1.409A-3(i)(5)(vii) constitute a change in control event, unless such event is also a sale or disposition of all or substantially all of the Company’s assets.

1.3.   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 section 409A which would have a material effect on the benefits of the Plan to a Participant or the Company, the Company shall revise the Plan in good faith to preserve the benefits of the Plan for the Company and the Participants.

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

1.5.   Eligible Employees .  The term “Eligible Employee” for any period shall mean any employee of the Company 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 of employees designated by the Committee.

1.6.   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.

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

1.8.   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.

1.9.   Notices .  Any notice or document required to be filed with the Plan Administrator (as defined in subsection 6.1) 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.

1.10.   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.

1.11.   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 Code.

1.12.   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).

1.13.   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.

1.14.   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.

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.

2.1.   Deferral Election .  An Eligible Employee shall participate in the Plan by electing to defer payment of all or a portion of the Eligible Employee’s Eligible Compensation pursuant to the terms of a “Deferral Election.”  An Eligible Employee’s Deferral Election shall be made in the form and during the election period specified by the Committee.  Such election period shall end no later than the last day of the Plan Year preceding the Plan Year to which the election applies; provided, however, if the Committee determines that the Eligible Compensation being deferred satisfies the requirements of “performance-based compensation” within the meaning of Code Section 409A, then any election to defer such Eligible Compensation must be made no later than the date which is six months prior to the end of the performance period; provided, further, that a new Eligible Employee may make a Deferral Election with respect to Eligible Compensation earned after the election is made within 30 days after becoming an Eligible Employee.  A deferral election shall be irrevocable for the Plan Year to which it relates.  All Plan deferral elections shall be administered in accordance with the requirements of Code Section 409A.

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

2.3.   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 t