Exhibit
10.17
FIRST
AMENDMENT
TO
BRUNSWICK
CORPORATION
2005 ELECTIVE DEFERRED
INCENTIVE COMPENSATION PLAN
(As
Amended and Restated January 1, 2009)
WHEREAS,
Brunswick Corporation (the “Company”), maintains the Brunswick Corporation 2005
Elective Deferred Incentive Compensation Plan (the “Plan”); and
WHEREAS,
amendment of the Plan is now deemed desirable to give participants with an
Elective Stock Deferral Account under the Plan a one-time opportunity to make or
change an in-service distribution election with respect to such Elective Stock
Deferral Account in accordance with the transition relief provided in Internal
Revenue Service Notice 2007-86;
NOW,
THEREFORE, by virtue and in exercise of the amendment authority reserved to the
Company in Section 7 of the Plan, the Plan is hereby amended by adding the
following new paragraph to the end of Section 4.2 of the Plan:
“Notwithstanding
the foregoing provisions of this Section 4.2, during the election period
established by the Committee, which shall end no later than December 31, 2008, a
Participant may make or change an In-Service Distribution Election with respect
to all or a portion of the vested stock units credited to his or her Elective
Stock Deferral Account as of December 31, 2008 (including deemed reinvestment of
dividends thereon); provided, however, the in-service distribution date elected
may not be prior to April 1, 2009. Such In-Service Distribution
Election shall be irrevocable after December 31, 2008. Except as
specifically provided in this paragraph with respect to the ability to make or
change an In-Service Distribution Election on or before December 31, 2008, the
normal terms of the Plan shall govern distribution of a Participant’s Elective
Stock Deferral Account, including the provisions of Sections 4.1, 4.3 and
4.4.”