On May 5, 2009, the Compensation Committee of the Company's Board of Directors voted to approve an amendment to the Terms and Conditions of Employment, dated October 29, 2008, between the Company and Peter B. Hamilton (the "Agreement"). The purpose of the letter amendment (the "Amendment"), dated May 5, 2009, is to eliminate certain provisions in the Agreement that entitled Mr. Hamilton to indemnification, on a grossed-up basis, for any tax imposed by
Section 4999 of the Code on "excess parachute payments" (as defined in Section 280G of the Code) in connection with a change of control. Pursuant to the Amendment, Mr. Hamilton is no longer entitled to a gross-up for any excise tax imposed on "excess parachute payments". Instead, Mr. Hamilton will either be required to pay the excise tax or have his payments reduced if it would be more favorable to him on an after-tax basis.

The foregoing description of the Amendment is a summary of its terms, does not purport to be complete, and is qualified in its entirety by reference to the Amendment filed as Exhibit 99.1 to this report and incorporated by reference herein.

(d) Exhibits:

Exhibit No. Description of Exhibit

99.1         Amendment dated May 5, 2009, to Terms and Conditions of Employment by
             and between Brunswick Corporation and Peter B. Hamilton, dated October
             29, 2008.