TERMS AND CONDITIONS OF EMPLOYMENT

1.    Definitions . For purposes of this Agreement, capitalized terms used in this Agreement shall have the meanings indicated in Appendix I to this Agreement.

2.    Employment and Duties .

(a)    Position . The Company hereby agrees to employ the Executive, and the Executive hereby agrees to serve the Company, under the title of Chairman of the Board and Chief Executive Officer. The Executive shall have such authority, duties, and responsibilities as are commensurate with such position on the terms and conditions set forth in this Agreement, and shall directly report to the Board.

(b)    Performance of Duties . Subject to the provisions of Section 6, below, Executive shall diligently perform his duties as Chairman of the Board and Chief Executive Officer or as may otherwise be directed by the Board, and agrees to use his reasonable best efforts to perform his duties faithfully and efficiently.

(c)    Other Duties; Related Companies . The Executive agrees to serve, as requested, as an officer or director of any Related Company, and shall receive no additional compensation for such service.

3.    Agreement Term . The term of this Agreement (the “Term”) shall begin on the Effective Date and shall continue until terminated in accordance with Section 14 below. The Company shall employ the Executive for a period of time beginning on the Effective Date and continuing for as long as the Executive retains the confidence of the Board, it being the express understanding that the Executive is an “employee at will,” subject only to the protections provided by the specific terms of this Agreement. Subject to the terms and conditions set forth in this Agreement, the Board may remove the Executive as Chairman of the Board and Chief Executive Officer and assign him to other duties within the Company or terminate his employment.

4.    Executive’s Compensation and Benefits . As remuneration to the Executive for his services to the Company hereunder, the Company shall compensate the Executive as provided in this Section 4 during the Term. Executive acknowledges and agrees that Section 15 of this Agreement is expressly applicable to any form of compensation or benefit provided to Executive.

(a)    Base Salary . The Executive’s annual base salary (“Base Salary”) shall be $800,000 commencing on the Effective Date and, except as it may be modified in accordance with this Section 4 by action of the Committee, continuing throughout the Term. The Base Salary shall be payable in conformity with the Company’s then-current payroll practices, as modified from time to time. The Base Salary will be reviewed annually during the Term in accordance with Company’s usual salary review process for executive officers. Effective as of the date of any adjustment in the Executive’s Base Salary, the Base Salary as so adjusted shall be considered the new Base Salary for all purposes of this Agreement. Any adjustments in Base Salary shall be determined by the Committee and communicated by memorandum to the Executive from the Committee. Each such memorandum shall be included in Appendix II of this Agreement and shall form a part of the Agreement.

(b)    Brunswick Performance Plan . For each calendar year during the Term, the Executive shall be eligible to participate in the Brunswick Performance Plan (“BPP”) and any and all successor or replacement plans as may be determined by the Board or the Committee (“Annual Bonus”). During the Term, the Executive’s target Annual Bonus for each full calendar year shall be determined by the Committee in accordance with the terms of the BPP, as in effect from time to time (“Target Annual Bonus”). During the Term, the performance goals to be achieved, and the extent to which those goals have been achieved for purposes of calculating the amount of the actual payment as a percentage of the Target Annual Bonus, will be determined by the Committee. The amount of any award under BPP shall be reviewed and approved by the Committee and communicated by memorandum to the Executive from the Committee. Each such memorandum shall be included in Appendix II of this Agreement and shall form a part of the Agreement. Executive acknowledges and agrees that the payment of the Annual Bonus is subject to the Company’s stock ownership guidelines for corporate officers, as in effect from time to time, pursuant to which Executive is currently required to own 175,000 shares of Company stock.

(c)    Strategic Incentive Plan . During the Term, the Executive shall be eligible to participate in the Brunswick Strategic Incentive Plan (“SIP”) and any and all successor or replacement plans, as may be determined by the Board or the Committee (“SIP Bonus”). During the Term, the Executive’s target SIP Bonus for each full calendar year shall be determined by the Committee in accordance with the terms of the SIP, as in effect from time to time (“Target SIP Bonus”). During the Term, the performance goals to be achieved, and the extent to which those goals have been achieved for purposes of calculating the amount of the actual payment as a percentage of the SIP Bonus, will be determined by the Committee. The amount of any award under SIP shall be reviewed and approved by the Committee and communicated by memorandum to the Executive from the Committee. Each such memorandum shall be included in Appendix II of this Agreement and shall form a part of the Agreement. Executive acknowledges and agrees that the payment of the SIP Bonus is subject to the Company’s stock ownership guidelines for corporate officers, as in effect from time to time, pursuant to which Executive is currently required to own 175,000 shares of Company stock.

(d)    Equity-Based Awards . For each calendar year during the Term, the Executive shall be eligible to participate in and receive equity-based awards under the Company’s 2003 Stock Incentive Plan, and any and all successor or replacement plans as may be determined by the Board or the Committee (collectively, “Incentive Plan”). Any such future awards when made will be set forth in a memorandum to the Executive from the Committee. Each such memorandum shall be included in Appendix II of this Agreement and shall form a part of the Agreement.

(e)    Financial Counseling Services . The Executive shall be entitled to receive financial counseling services from a qualified provider of financial counseling services selected by the Company. Alternatively, the Company shall pay the Executive the amount of $18,000 per year for such financial counseling services. The Executive shall be responsible for any Income Tax due on the amounts paid or the imputed income for financial counseling services under this Section 4(e).

(f)    Health and Welfare Benefits . The Executive shall be entitled to participate in all Company-sponsored health and welfare benefits offered to senior executives of the Company, including health, dental, vision, term life insurance (except for the basic life insurance component thereof) and annual executive physical examination, and any and all successor or replacement benefits as may be determined by the Board or the Committee.

(g)    Executive Life Insurance . The Executive shall be entitled to participate in the Company’s life insurance plan for senior executives (formerly the “Split Dollar Life Insurance Plan”) under the terms and conditions described in a Memorandum dated April 14, 2004 and incorporated herein by reference.

(h)    Vacation . The Executive shall earn pro rata four (4) weeks of paid vacation each calendar year, to be earned and taken as generally provided for senior executives of the Company. Earned but unused vacation shall be paid upon termination. The Executive shall also be entitled to such personal days and paid holidays as are generally available to other senior executives of the Company.

(i)    Deferred Compensation Plans . The Executive shall be entitled to participate in the Brunswick Rewards Plan, the Company’s 2005 Automatic Deferred Compensation Plan, its 2005 Elective Deferred Incentive Compensation Plan, its Restoration Plan, and any and all successor or replacement plans as may be determined by the Board or the Committee.

(j)    Retirement Plan . Executive is entitled to any vested benefits he currently holds under the Brunswick Salaried Pension Plan.

(k)    Expenses . The Executive shall be entitled to receive prompt reimbursement for all reasonable and necessary expenses incurred by the Executive in connection with the performance of his duties hereunder, in accordance with Company policies for senior executives.

(l)    Aircraft and Boat Usage; Product Programs; Excess Liability Coverage . The Executive shall be entitled to (i) use of the Company’s aircraft and watercraft, (ii) excess liability coverage, (iii) obtain Company products under the Executive Product Program, and (iv) make purchases through the Employee Purchase Program, in accordance with the terms and conditions in effect from time to time.

5.    Restrictive Covenants . The Executive acknowledges that during employment with the Company or a Related Company, the Executive has and will acquire, develop and have access to confidential and proprietary information that belongs to the Company or the Related Company. This information takes years and extensive resources to develop, is valuable to the Company or the Related Company and provides the Company or the Related Company with a competitive edge. In consideration of employment or continued employment, Executive knowingly and voluntarily agrees to the following restrictions and further acknowledges and agrees that they are reasonably designed to protect the Company or the Related Company interests and good will, and will not unduly restrict Executive’s post-employment activities.

(a)    Noncompetition; Nonsolicitation; Nondisparagement . The following provisions shall apply:

(i.)    During the Executive’s employment and during the two-year period immediately following termination of Executive’s employment (regardless of the reason for the termination of employment), without the prior written consent of the Board, (i) the Executive shall not directly or indirectly be employed or retained by, or render any services for, or be financially interested in any manner, in any person, firm or corporation engaged in any business which is then materially competitive in any way with any business in which the Company or any Related Company was engaged (including any program of development or research) during the Executive’s employment; (ii) the Executive shall not divert or attempt to divert any business from the Company or a Related Company; (iii) the Executive shall not disturb or attempt to disturb any business relationships of the Company or any Related Company; and (iv) the Executive shall not assist any person in any way to do, or attempt to do, anything prohibited by the preceding clauses (i), (ii) and (iii).

(ii.)    In furtherance of Section 5(a)(i) above, the Executive shall promptly notify the Board through the Company’s General Counsel and Chief Human Resources Officer (or their respective representatives), in advance in writing (which shall include a description of the proposed activity) of his intention to engage in any activity which could reasonably be deemed to be subject to the noncompetition provision set forth in Section 5(a)(i). The Board (or one of its representatives) shall respond to the Executive in writing within thirty (30) calendar days indicating its approval or objections to the Executive’s engagement in the activity; provided , however , that if the Board (or one of its representatives) does not respond to or request additional information from the Executive within such thirty (30) day period, the Board’s approval shall be deemed to be granted. If the Executive fails to notify the Board of his intended activity in advance, the Company shall retain all its rights of objections. Nothing in this Agreement shall be construed as preventing the Executive from investing his personal assets in any business that competes with the Company, in such form or manner as will not require any services on the part of the Executive in the operation or affairs of the business in which such investments are made, but only if the Executive does not own or control more than two percent of any class of the outstanding stock of such business, and such stock is listed on a national securities exchange or is quoted on the National Market System of NASDAQ.

(iii.)    For the two-year period following termination of Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Board, (A) solicit, recruit or hire any individual who is employed by the Company or any Related Company (or was so employed within 180 calendar days prior to the Executive’s solicitation, recruitment or hiring), (B) solicit or encourage any employee of the Company or any Related Company to terminate or refrain from renewing or extending such employment or to become employed by or become a consultant to any other individual or entity other than the Company or a Related Company, or (C) initiate discussion with any such employee for any such purposes or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity; provided , however , that nothing herein shall prohibit the Executive from generally advertising for personnel not specifically targeting any executive or other personnel of the Company.

(iv.)    During the Executive’s employment with the Company and thereafter, Executive will not make any comment or statement or engage in any other behavior that in any way disparages or is otherwise detrimental to the reputation and goodwill of the Company, any Related Company, or any director, officer, executive, or agent of the Company or any Related Company; provided , however , that nothing herein shall be interpreted as prohibiting Executive from making truthful statements, including statements of opinion, to Company directors, officers, auditors or regulators or when required by a court or other body having jurisdiction to require such statements.

(b)    Confidentiality . The following provisions shall apply:

(i.)    Except as may be required by the lawful order of a court or agency of competent jurisdiction, or except to the extent that the Executive has express written authorization from the Company, he will keep secret and confidential all Confidential Information (as defined below), and not disclose the same, either directly or indirectly, to any other person, firm, or business entity, or use it in any way. The Executive agrees that, to the extent that any court or agency seeks to have the Executive disclose Confidential Information, he shall promptly inform the Company, and he shall take such reasonable steps to prevent disclosure of Confidential Information until the Company has been informed of such required disclosure, and the Company has an opportunity to respond to such court or agency. To the extent that the Executive obtains information on behalf of the Company or a Related Company that may be subject to attorney-client privilege as to the Company or an affiliate’s attorneys, the Executive shall take reasonable steps to maintain the confidentiality of such information and to preserve such privilege.

(ii.)    Upon his termination of employment with the Company for any reason, the Executive shall promptly return to the Company any keys, credit cards, passes, confidential documents and material, or other property belonging to the Company, and shall return all writings, files, records, correspondence, notebooks, notes and other documents and things (including any copies or electronic versions thereof) containing Confidential Information or relating to the business or proposed business of the Company or any Related Company or containing any trade secrets relating to the Company or any Related Company, except any personal diaries, calendars, rolodexes or personal notes or correspondence.

(iii.)    For purposes of this Agreement, the term “Confidential Information” means all non-public information concerning the Company and any Related Company that was acquired by or disclosed to the Executive during the course of his employment with the Company or a Related Company, or during discussions between the Executive and the Company or any Related Company following his termination of employment arising out of his employment or this Agreement, including, without limitation: (A) all of the Company’s or any Related Company’s “trade secrets” as that term is used in the Illinois Trade Secrets Act (or, if that Act is repealed, the Uniform Trade Secrets Act upon which the Illinois Trade Secrets Act is based); (B) any non-public information regarding the Company’s or a Related Company's directors, officers, employees, customers, equipment, processes, costs, operations and methods, whether past, current or planned, as well as knowledge and data relating to business plans, marketing and sales information originated, owned, controlled or possessed by the Company or a Related Company; and (C) information regarding litigation and threatened litigation involving or affecting the Company or a Related Company.

6.    Termination Provisions .

(a)    Severance Benefits . Prior to a Change in Control, if the Company terminates Executive’s employment for any reason other than Long-Term Disability or Cause, or if the Executive resigns for Good Reason, subject to Section 6(g), the Executive shall be entitled to the following:

(i.)    Severance payments in an aggregate amount equal to two times the sum of: (i) the Executive’s then-current Base Salary (disregarding any reductions made in contemplation of the termination), (ii) the Executive’s Target Annual Bonus for the year of termination, and (iii) the Company’s profit-sharing, 401(k) match and other Company contributions made on behalf of the Executive to the Company’s tax-qualified and nonqualified defined contribution plans during the 12-month period prior to the date of termination (the “Total Severance Payment”). In the event that the Total Severance Payment becomes due to the Executive under this Agreement, subject to Section 7, such payment shall be made in equal installments over the 24-month period following the date that the release described in Section 6(g) becomes effective and irrevocable (the “Release Effective Date”). Notwithstanding anything to the contrary in this paragraph, in the event that the Executive will attain age 65 prior to the second anniversary of the date of termination, the Total Severance Amount shall be reduced to a level determined by multiplying the amount of such payment by a fraction, the numerator of which shall be the number of full months between the date of termination and the date the Executive will attain age 65 (and the numerator will not be reduced to reflect any six-month delay in payment that may be required pursuant to Section 7), and the denominator of which shall be 24. In addition, the period during which the Executive will receive installment payments with respect to the Total Severance Amount will also be reduced accordingly.

(ii.)    If such termination occurs prior to the payment of the Executive’s Annual Bonus payable with respect to the immediately preceding calendar year and/or SIP Bonus payable with respect to the most recently completed performance period (as that term is defined in SIP), payment of such Annual Bonus and/or SIP Bonus for such period(s), in the amount(s), and at such time(s), as he would otherwise have been entitled under the terms of the BPP and the SIP, as applicable, had employment not terminated.

(iii.)    All outstanding stock options, stock appreciation rights, restricted stock units, restricted shares and other equity-based awards (the “Equity Incentives”) held by the Executive shall be governed by the terms and conditions of the equity compensation plans and award agreements pursuant to which they were granted.

(iv.)    The Executive shall be entitled to Company-provided continuation of medical, dental, vision and prescription coverage, but not Long-Term Disability coverage (the “Benefits”) (on either an insured or a self-insured basis, in the sole discretion of the Company) for the Executive and his “Eligible Dependents” (as determined under the terms of the Company’s health and welfare benefit plans in effect as of the date of termination), on substantially the same terms of such coverage that are in existence immediately prior to the Executive’s date of termination (subject to commercial availability of such coverage), until the earlier of: (A) the date on which the Executive becomes employed by another employer, or (B) the second anniversary of the Executive’s date of termination; provided , however , that such coverage shall run concurrently with any coverage available to the Executive and his Eligible Dependents under COBRA; and provided further , however , that the Executive shall immediately notify the Company if he becomes covered under Medicare or another employer’s group health plan, at which time the Company’s provision of medical coverage for the Executive and his Eligible Dependents at the subsidized rate will cease. During the continuation period, the Executive shall also continue to receive financial counseling and excess liability insurance in accordance with the Company’s policy in effect on the date of termination, as may be modified by the Company from time to time during the continuation period. The Executive shall not be entitled to any other perquisites, and his right to an executive physical examination, use of Corporate aircraft/watercraft, and participation in the Company’s executive product programs shall terminate on the date of termination. In lieu of continuing financial counseling and excess liability insurance, the Company may, in its discretion, make a cash payment to the Executive of equal value. Notwithstanding anything to the contrary in this Section 6(a)(iv), in the event the Executive attains age 65 prior to the second anniversary of his date of termination, the benefits provided for in this Section 6(a)(iv) shall cease on the date the Executive attains age 65; provided , however , that if the commencement of benefits under this Section 6(a)(iv) is delayed by six months as a result of Section 7, the Executive shall continue to receive the benefits under this Section 6(a)(iv) following attainment of age 65 solely during the period necessary to avoid a reduction in benefits as a result of the six-month delay.

(b)    Change in Control Benefits . After a Change in Control, if the Company terminates the Executive’s employment for any reason other than Long-Term Disability or Cause, or if the Executive resigns for any reason during the 30-day period commencing on the first anniversary of the Change in Control, or at any time for Good Reason, subject to Section 6(g), the Executive shall be entitled to the following:

(i.)    Change in Control payments in a lump sum in an aggregate amount equal to three times the sum of: (i) the Executive’s then-current Base Salary (disregarding any reductions made after the Change in Control or in contemplation of the Change in Control), (ii) the Executive’s Target Annual Bonus for the year of termination or, if greater, the Executive’s Target Annual Bonus for the year in which the Change in Control occurred, (iii) the Executive’s targeted bonus under the SIP for the period that ended most recently prior to the Change in Control, and (iv) the Company’s profit-sharing, 401(k) match and other Company contributions made on behalf of the Executive to the Company’s tax-qualified and nonqualified defined contribution plans during the 12 months prior to the date of termination (the “Total Change in Control Payment”). Notwithstanding anything to the contrary in this paragraph, in the event that the Executive will attain age 65 prior to the third anniversary of the date of termination, the Total Change in Control Amount shall be reduced to a level determined by multiplying the amount of such payment by a fraction, the numerator of which shall be the number of full months between the date of termination and the date the Executive will attain age 65 (and the numerator will not be reduced to reflect any six-month delay in payment that may be required pursuant to Section 7), and the denominator of which shall be 36.

(ii.)    If such termination occurs prior to the payment of the Executive’s Annual Bonus payable with respect to the immediately preceding calendar year and/or SIP Bonus payable with respect to the most recently completed performance period (as that term is defined in SIP), payment of such Annual Bonus and/or SIP Bonus for such period(s), in the amount(s), and at such time(s), as he would otherwise have been entitled under the terms of the BPP and the SIP, as applicable, had employment not terminated.

(iii.)    Notwithstanding the terms and conditions of the equity compensation plans and award agreements pursuant to which outstanding awards were granted, upon termination of the Executive’s employment, all Equity Incentives awards held by the Executive will become fully vested and, if applicable, immediately exercisable, and will remain outstanding pursuant to their terms. All performance-based awards shall be deemed to have been earned at performance maximum levels.

(iv.)    The Executive shall be entitled to Company-provided continuation of Benefits (on either an insured or a self-insured basis, in the sole discretion of the Company) for the Executive and his Eligible Dependents, on substantially the same terms of such coverage that are in existence immediately prior to the Executive’s date of termination (subject to commercial availability of such coverage), until the earlier of: (A) the date on which the Executive becomes employed by another employer, or (B) the third anniversary of the Executive’s date of termination; provided , however , that such coverage shall run concurrently with any coverage available to the Executive and his Eligible Dependents under COBRA; and provided further , however , that the Executive shall immediately notify the Company if he becomes covered under Medicare or another employer’s group health plan, at which time the Company’s provision of medical coverage for the Executive and his Eligible Dependents at the subsidized rate will cease. During the continuation period, the Executive shall also continue to receive financial counseling and excess liability insurance in accordance with the Company’s policy in effect on the date of termination, as may be modified by the Company from time to time during the continuation period. The Executive shall not be entitled to any other perquisites, and his right to an executive physical examination, use of Corporate aircraft/watercraft, and participation in the Company’s product purchase programs shall terminate on the date of termination. In lieu of continuing financial counseling and excess liability insurance, the Company may, in its discretion, make a cash payment to the Executive of equal value. Notwithstanding anything to the contrary in this Section 6(b)(iv), in the event the Executive attains age 65 prior to the third anniversary of his date of termination, the benefits provided for in this Section 6(b)(iv) shall cease on the date the Executive attains age 65; provided , however , that if the commencement of benefits under this Section 6(b)(iv) is delayed by six months as a result of Section 7, the Executive shall continue to receive the benefits under this Section 6(b)(iv) following attainment of age 65 solely during the period necessary to avoid a reduction in benefits as a result of the six-month delay.

(c)    Benefits Upon Termination Due to Death or Long-Term Disability . If, at any time during the Term, the Executive’s employment terminates as a result of the Executive’s death or Long-Term Disability, the Executive or his estate (as applicable) shall be entitled to:

(i.)    Payment of any unpaid Base Salary accrued through the date of termination and any unreimbursed business expenses incurred through the date of termination;

(ii.)    If such termination occurs prior to the payment of the Executive’s Annual Bonus payable with respect to the immediately preceding calendar year and/or SIP Bonus payable with respect to the most recently completed performance period (as that term is defined in SIP), payment of such Annual Bonus and/or SIP Bonus for such period(s), in the amount(s), and at such time(s), as he would otherwise have been entitled under the terms of the BPP and the SIP, as applicable, had employment not terminated.

(iii.)    Continuation of the ability of the Executive or the Executive’s beneficiaries (as applicable) to exercise all outstanding awards granted to the Executive under the Incentive Plan that became vested and exercisable on or prior to such date of termination in accordance with the terms and conditions of such grants.

(d)    Termination for Cause . In the event the Executive’s employment is terminated for Cause at any time during the Term, the Executive shall not receive any payments, benefits, or other amounts provided by this Agreement, other than payment of any unpaid Base Salary accrued through the date of termination and for payment of any unreimbursed business expenses incurred through the date of termination (but shall still be subject to the restrictive covenants set forth in Section 5 of this Agreement). The Executive may, however, be eligible for certain benefits under the Company’s tax-qualified pension and other employee benefit plans. The Executive’s employment may not be terminated for Cause unless and until the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the members of the Board who are independent directors at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Executive was guilty of conduct constituting Cause and specifying the particulars thereof in detail.

(e)    Termination Due to Voluntary Resignation Without Good Reason . In the event the Executive voluntarily resigns without Good Reason during the Term, the Executive shall not be entitled to any payments, benefits or other amounts under this Agreement, other than payment of any unpaid Base Salary accrued through the date of termination and for payment of any unreimbursed business expenses incurred through the date of termination (but shall still be subject to the restrictive covenants set forth in Section 5 of this Agreement). The Executive may, however, be eligible for certain benefits under the Company’s tax-qualified pension and other employee benefit plans.

(f)    Notification Requirements for Termination for Good Reason .

(i.)    In the event the Executive determines that Good Reason exists to terminate his employmen