BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

EXHIBIT NO. 10.3 (b)

ECONOMIC VALUE ADDED INCENTIVE COMPENSATION PLAN,
AS AMENDED AND RESTATED EFFECTIVE APRIL 18, 1995.

BRIGGS & STRATTON CORPORATION
ECONOMIC VALUE ADDED INCENTIVE COMPENSATION PLAN

As adopted by the Board of Directors on November 12, 1990, and amended and restated by resolution of the Board of Directors effective as of April 18, 1995.

I. Plan Objectives

A. To promote the maximization of shareholder value over the long term by providing incentive compensation to key employees of Briggs & Stratton Corporation (the "Company") in a form which is designed to financially reward participants for an increase in the value of the Company to its shareholders.

B. To provide competitive levels of compensation to enable the Company to attract and retain employees who are able to exert a significant impact on the value of the Company to its shareholders.

C. To encourage teamwork and cooperation in the achievement of Company goals.

D. To recognize differences in the performance of individual participants.

II. Plan Administration

The Nominating and Salaried Personnel Committee of the Board of Directors (the "Committee") shall be responsible for the design, administration, and interpretation of the Plan.

III.Definitions

A. "Accrued Bonus" means the bonus, which may be negative or positive, which is calculated in the manner set forth in Section V. A.

B. "Actual EVA" means the EVA as calculated for the relevant Plan Year.

C. "Base Salary" means the amount of a Participant's base compensation earned during the Plan Year without adjustment for bonuses, salary deferrals, value of benefits, imputed income, special payments, amounts contributed to a savings plan or similar items.

D. "Capital" means the Company's weighted average monthly operating capital for the Plan Year, calculated as follows:

Current Assets
- Nonoperating Investments
+ Bad Debt Reserve
+ LIFO Reserve
- Future Income Tax Benefits
- Current Noninterest-Bearing Liabilities
+ Warranty Reserve
+ Environmental Reserve

- Property, Plant, Equipment, Net
- Construction in Progress
+ Other Assets (not including prepaid Pension Costs) (+/-)Unusual Capital Items

E. "Capital Charge" means the deemed opportunity cost of employing Capital in the Company's businesses, determined as follows:

Capital Charge = Capital x Cost of Capital

F. "Cost of Capital" means the weighted average of the cost of equity and the after tax cost of debt for the relevant Plan Year. The Cost of Capital will be determined (to the nearest tenth of a percent) by the Committee prior to each Plan Year, consistent with the following methodology:

a) Cost of Equity = Risk Free Rate + (Business Risk Index x Average Equity Risk Premium)

b) Debt Cost of Capital = Debt Yield x (1 - Tax Rate)

c) The weighted average of the Cost of Equity and the Debt Cost of Capital is determined by reference to the actual debt-to-capital ratio

where the Risk Free Rate is the average daily closing yield rate on 30 year U.S. Treasury Bonds for the month of March immediately preceding the relevant Plan Year, the Business Risk Index is determined by reference to the Beta shown in the most recently available Value Line report on the Company, the Average Equity Risk Premium is 6%, the Debt Yield is the weighted average yield of all borrowing included in the Company's permanent capital, and the tax rate is the combination of the relevant federal and state income tax rates.

G. "Divisional EVA Performance Factor" means an Individual Performance Factor calculated in the same manner as the Company Performance Factor as set forth in Section VI. A., except that EVA, Actual EVA, Target EVA, EVA Leverage Factor, NOPAT, Capital, Capital Charge, Cost of Capital and other relevant terms shall be defined by reference to the particular division, not by reference to the entire Company.

H. "Economic Value Added" or "EVA" means the NOPAT that remains after subtracting the Capital Charge, expressed as follows:

                 NOPAT
Less:            Capital Charge
                 --------------
Equals:          EVA

EVA may be positive or negative.

I. "EVA Leverage Factor" means the expected deviation in EVA from the average EVA, generally reflected as a percentage of capital employed. For purposes of this Plan, the Company's EVA Leverage Factor is determined to be $27 million.

J. "NOPAT" means cash adjusted net operating profits after taxes for the Plan Year, calculated as follows:

Net Sales
- Cost of Goods Sold (+ -) Change in LIFO Reserve
- Engineering/Selling & Admin.
- Normal Pension Costs (+ -) Change in Bad Debt Reserve (+ -) Change in the Prepaid Pension Asset or Liability (+ -) Change in Warranty Reserve (+ -) Change in Environmental Reserve (+ -) Other Income & Expense on Non-Operating Investments (+ -) Other Unusual Income or Expense Items (+ -) Amortization of Unusual Income or Expense Items
- Cash Taxes on the Above (+/- change in deferred tax liability)

K. "Plan Year" means the one year period coincident with the Company's fiscal year.

L. "Senior Executives" means those Participants designated as Senior Executives by the Committee with respect to any Plan Year.

M. "Target EVA" means the target level of EVA for the Plan Year, determined as follows:

a) For Plan Year ending July 3, 1994 The Actual EVA for 1993 plus Expected Improvement.

b) For subsequent Plan Years:

                        Prior Year   Prior Year
Current Plan            Target EVA + Actual EVA      Expected
Year Target EVA    =    ------------------------  +  Improvement
                                   2

Expected Improvement will be $4 million. The Expected Improvement shall not be added to the current Plan Year Target EVA to the extent it would make such Target EVA exceed $25 million.

IV. Eligibility

A. Eligible Positions. In general, all Company Officers, Division General Managers, and members of the corporate operations group, and certain direct reports of such individuals may be eligible for participation in the Plan. However, actual participation will depend upon the contribution and impact each eligible employee may have on the Company's value to its shareholders, as determined by the Chairman and CEO and President and COO of the Company, and approved by the Committee.

B. Nomination and Approval. Each Plan Year, the Chairman and CEO and the President and COO of the Company will nominate eligible employees to participate in the Plan for the next Plan Year. The Committee will have the final authority to select Plan participants (the "Participants") among the eligible employees nominated by the Chairman and CEO and

the President and COO of the Company. Continued participation in the Plan is contingent on approval of the Committee. Selection normally will take place, and will be communicated to each Participant, prior to the beginning of the pertinent Plan Year.

V. Individual Participation Levels

A. Calculation of Accrued Bonus. Each Participant's Accrued Bonus will be determined as a function of the Participant's Base Salary, the Participant's Target Incentive Award (provided in paragraph V.B., below), Company Performance Factor (provided in Section VI.A.) and the Individual Performance Factor (provided in Section VI.B.) for the Plan Year. Each Participant's Accrued Bonus will be calculated as follows:

                            Target          Company                                           Target       Individual
Participant's      X      Incentive   X   Performance                   Participant's   X    Incentive  X  Performance
Base Salary                 Award            Factor            +        Base Salary           Award           Factor
- -----------------------------------------------------                   ----------------------------------------------
                       2                                                                  2

B. Target Incentive Awards. The Target Incentive Awards will be determined according to the following schedule:

                                                Target Incentive Award
Executive Position                                (% of Base Salary)
------------------                                -------------------
Chairman and CEO                                       80%
President and COO                                      60%
Executive Vice President                               50%
Secretary-Treasurer                                    50%
Corporate Line Executive (Officer)                     35%
Division General Manager                               35%
Corporate Staff Executive (Officer)                    35%
All Others                                             20%

VI. Performance Factors

A. Company Performance Factor Calculation. For any Plan Year, the Company Performance Factor will be calculated as follows:

B. Individual Performance Factor Calculation. Determination of the Individual Performance Factor will be the responsibility of the individual to whom the participant reports. This determination will be subject to approval by the Committee and should be in conformance with the process set forth below:

(1) Quantifiable Supporting Performance Factors. The Individual Performance Factor of the Accrued Bonus calculation will be based on the accomplishment of individual, financial and/or other goals ("Supporting Performance Factors"). Whenever possible, individual performance will be evaluated according to quantifiable benchmarks of success. These Supporting Performance Factors will represent an achievement percentage continuum that ranges from 50% to 150% of the

individual target award opportunity, and will be enumerated from .5 to 1.5 based on such continuum. Provided, however, that if the quantifiable Supporting Performance Factor is based on divisional EVA and is calculated in the same manner as the Company Performance Factor as set forth in Section VI.A. with respect to such division (such Supporting Performance Factor referred to herein as a Divisional EVA Performance Factor), then the Supporting Performance Factor may be unlimited, if so approved by the Committee. A quantifiable Supporting Performance Factor may also be unlimited if the quantifiable Supporting Performance Factor as approved by the Committee for such individual is the same as the Company Performance Factor determined in accordance with Section VI.A.

(2) Non-Quantifiable Supporting Performance Factors. When performance cannot be measured according to a quantifiable monitoring system, an assessment of the Participant's overall performance may be made based on a non-quantifiable Supporting Performance Factor (or Factors). The person to whom the Participant reports will evaluate the Participant's performance, and this evaluation will determine the Participant's Supporting Performance Factor (or Factors) according to the following schedule:

   Individual                                      Supporting
Performance Rating                             Performance Factor
------------------                             ------------------

  Outstanding                                       1.3-1.5

  Excellent                                         1.1-1.3

  Good                                               .9-1.1

  Satisfactory                                       .5-.9

  Unsatisfactory                                       0

(3) Aggregate Individual Performance Factor. The Individual Performance Factor to be used in the calculation of the Accrued Bonus shall be equal to the sum of the quantifiable and/or non-quantifiable Supporting Performance Factor(s), divided by the number of Supporting Performance Factors. To illustrate, assume a Participant with two Supporting Performance Factors:

                       Quantifiable             Non-Quantifiable
                       Supporting       +       Supporting
Individual             Performance              Performance
Performance =          Factor A                 Factor B
Factor        --------------------------------------------------------
                                        2

Notwithstanding the foregoing and subject to the approval of the Committee, the individual to whom the Participant reports shall have the authority to weight the Supporting Performance Factors, according to relative importance. The weighting of each Supporting Performance Factor shall be expressed as a percentage, and the sum of the percentages applied to all of the Supporting Performance Factors shall be 100%. The Individual Performance Factor, if weighted factors are used, will then be equal to the weighted average of such Supporting Performance Factors.

VII. Change in Status During the Plan Year

A. New Hire, Transfer, Promotion, Demotion

A newly hired employee or an employee transferred, promoted, or demoted during the Plan Year to a position qualifying for participation (or leaving the participating class) may accrue (subject to discretion of the Committee) a pro rata Accrued Bonus based on the percentage of the Plan Year (actual weeks/full year times a full year award amount for that position) the employee is in each participating position.

B. Discharge

An employee discharged during the Plan Year shall not be eligible for an Accrued Bonus, even though his or her service arrangement or contract extends past year-end, unless the Committee determines that the conditions of the termination indicate that a prorated Accrued Bonus is appropriate. The Committee shall have full and final authority in making such a determination.

C. Resignation

An employee who resigns during the Plan Year to accept employment elsewhere (including self-employment) will not be eligible for an Accrued Bonus.

D. Death, Disability, Retirement

If a Participant's employment is terminated during a Plan Year by reason of death, disability, or normal or early retirement under the Company's retirement plan, a tentative Accrued Bonus will be calculated as if the Participant had remained employed as of the end of the Plan Year. The final Accrued Bonus will be calculated by multiplying the tentative Accrued Bonus by a proration factor. The proration factor will be equal to the number of full weeks of employment during the Plan Year divided by fifty-two.

Each employee may name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Plan is to be paid in case of the employee's death.

Each such designation shall revoke all prior designations by the employee, shall be in the form prescribed by the Committee, and shall be effective only when filed by the employee in writing with the Committee during his or her lifetime.

In the absence of any such designation, benefits remaining unpaid at the employee's death shall be paid to the employee's estate.

E. Leave of Absence

An employee whose status as an active employee is changed during a Plan Year as a result of a leave of absence may, at the discretion of the Committee, be eligible for a pro rata Accrued Bonus determined in the same way as in paragraph D. of this Section.

VIII. Bonus Paid and Bonus Bank

All or a portion of the Accrued Bonus will be either paid to the Participant or credited to or charged against the Bonus Bank as provided in this Article.

A. Participants Who Are Not Senior Executives. All positive Accrued Bonuses of Participants who are not Senior Executives for the Plan Year shall be paid in cash, less amounts required by law to be withheld for income and employment tax purposes, on or before the end of the second month following the end of the Plan Year in which the Accrued Bonus was earned. Participants who are not Senior Executives shall not be charged or otherwise assessed for negative Accrued Bonuses nor shall such Participants have any portion of their Accrued Bonuses banked.

B. Participants Who Are Senior Executives. The Total Bonus Payout to Participants who are Senior Executives for the Plan Year shall be as follows:

                Accrued Bonus
Less:           Extraordinary Bonus Accrual
Plus:           Bank Payout
                -----------
Equals:         Total Bonus Payout

The Total Bonus Payout for each Plan Year, less amounts required by law to be withheld for income tax and employment tax purposes, shall be paid on or before the end of the second month following the end of the Plan Year in which it was earned.

C. Establishment of a Bonus Bank. To encourage a long term commitment to the enhancement of shareholder value by Senior Executives, "Extraordinary Bonus Accruals" shall be credited to an "at risk" deferred account ("Bonus Bank") for each such Participant, and all negative Accrued Bonuses shall be charged against the Bonus Bank, as determined in accordance with the following:

1. "Bonus Bank" means, with respect to each Senior Executive, a bookkeeping record of an account to which Extraordinary Bonus Accruals are credited, and negative Accrued Bonuses debited as the case may be, for each Plan Year, and from which bonus payments to such Senior Executive are debited.

2. "Bank Balance" means, with respect to each Senior Executive, a bookkeeping record of the net balance of the amounts credited to and debited against such Senior Executive's Bonus Bank. The Bank Balance shall initially be equal to zero.

3. "Extraordinary Bonus Accrual" shall mean the amount of the Accrued Bonus for any year that exceeds 1.25 times the portion of the Senior Executive's Base Salary which is represented by the Target Incentive Award in the event that the beginning Bank Balance is positive or zero, and .75 times the portion of the Senior Executive's Base Salary which is represented by the Target Incentive Award in the event that the beginning Bank Balance is negative.

4. Annual Allocation. Each Senior Executive's Extraordinary Bonus Accrual or negative Accrued Bonus is credited or debited to the Bonus Bank maintained for that Senior Executive. Such Annual Allocation will occur as soon as possible after the conclusion of each Plan Year. Although a Bonus Bank may, as a result of negative Accrual Bonuses have a deficit, no Senior Executive shall be required, at any time, to reimburse his/her Bonus Bank.

5. "Available Balance" means the Bank Balance at the point in time immediately after the Annual Allocation has been made.

6. "Payout Percentage" means the percentage of the Available Balance that may be paid out in cash to the Participant. The Payout Percentage will equal 33%.

7. "Bank Payout" means the amount of the Available Balance that may be paid out in cash to the Senior Executive for each Plan Year. The Bank Payout is calculated as follows:

Bank Payout = Available Balance x Payout Percentage

The Bank Payout is subtracted from the Bank Balance.

8. Treatment of Available Balance Upon Termination

a) Resignation or Termination With Cause. Senior Executives leaving voluntarily to accept employment elsewhere (including self-employment) or who are terminated with cause will forfeit their Available Balance.

b) Retirement, Death, Disability or Termination Without Cause. In the event of a Senior Executive's normal or early retirement under the Company's retirement plan, death, disability, or termination without cause, the Available Balance, less amounts required by law to be withheld for income tax and employment tax purposes, shall be paid to the Senior Executive on or before the end of the second month following the end of the Plan Year in which the termination for one of such events occurred.

c) For purposes of this Plan "cause" shall mean:

(i) any act or acts of the Participant constituting a felony under the laws of the United States, any state thereof or any foreign jurisdiction;

(ii) any material breach by the Participant of any employment agreement with the Company or the policies of the Company or the willful and persistent (after written notice to the Participant) failure or refusal of the Participant to comply with any lawful directives of the Board;

(iii) a course of conduct amounting to gross neglect, willful misconduct or dishonesty; or

(iv) any misappropriation of material property of the Company by the Participant or any misappropriation of a corporate or business opportunity of the Company by the Participant.

IX. Administrative Provisions

A. Amendments. The Board of Directors of the Company shall have the right to modify or amend this Plan from time to time, or suspend it or terminate it entirely; provided that no such modification, amendment, suspension, or termination may, without the consent of any affected participants (or beneficiaries of such participants in the event of death), reduce the rights of any such participants (or beneficiaries, as applicable) to a payment or distribution already earned under Plan terms in effect prior to such change.

B. Interpretation of Plan. Any decision of the Committee with respect to any issues concerning individuals selected for awards, the amount, terms, form and time of payment of awards, and interpretation of any Plan guideline, definition, or requirement shall be final and binding.

C. Effect of Award on Other Employee Benefits. By acceptance of a bonus award, each recipient agrees that such award is special additional compensation and that it will not affect any

employee benefit, e.g., life insurance, etc., in which the recipient participates, except as provided in paragraph D. below.

D. Retirement Programs. Awards made under this Plan shall be included in the employee's compensation for purposes of the Company Retirement Plans and Savings Plan.

E. Right to Continued Employment; Additional Awards. The receipt of a bonus award shall not give the recipient any right to continued employment, and the right and power to dismiss any employee is specifically reserved to the Company. In addition, the receipt of a bonus award with respect to any Plan Year shall not entitle the recipient to an award with respect to any subsequent Plan Year.

F. Adjustments to Performance Goals. When a performance goal is based on Economic Value Added or other quantifiable financial or accounting measure, it may be necessary to exclude significant nonbudgeted or noncontrollable gains or losses from actual financial results in order to properly measure performance. The Committee will decide those items that shall be considered in adjusting actual results. For example, some types of items that may be considered for exclusion are:

(1) Any gains or losses which will be treated as extraordinary in the Company's financial statements.

(2) Profits or losses of any entities acquired by the Company during the Plan Year, assuming they were not included in the budget and/or the goal.

(3) Material gains or losses not in the budget and/or the goal which are of a nonrecurring nature and are not considered to be in the ordinary course of business. Some of these would be as follows:

(a) Gains or losses from the sale or disposal of real estate or property.

(b) Gains resulting from insurance recoveries when such gains relate to claims filed in prior years.

(c) Losses resulting from natural catastrophes, when the cause of the catastrophe is beyond the control of the Company and did not result from any failure or negligence on the Company's part.

G. Vesting. All amounts due but unpaid to any Participant under this Plan shall vest, subject to the terms of this EVA Plan, upon actual termination of employment of the Participant.

X. Miscellaneous

A. Indemnification. Each person who is or who shall have been a member of the Committee or of the Board, or who is or shall have been an employee of the Company, shall not be liable for, and shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with any claim, action, suit, or proceeding to which he or she may be a party by reason of any action taken or failure to act under this Plan. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company's Articles of Incorporation or Bylaws, as a matter of

law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

B. Expenses of the Plan. The expenses of administering this Plan shall be borne by the Company.

C. Withholding Taxes. The Company shall have the right to deduct from all payments under this Plan any Federal or state taxes required by law to be withheld with respect to such payments.

D. Governing Law. This Plan shall be construed in accordance with and governed by the laws of the State of Wisconsin.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

EXHIBIT NO. 10.5(a)

TRUST AGREEMENT

THIS AGREEMENT, made as of this 31st day of January, 1995, by and between Briggs & Stratton Corporation (Company) and Johnson Heritage Trust Company (Trustee);

WHEREAS, this trust was created November 1, 1989, and thereafter the Internal Revenue Service, in July, 1992, published Revenue Procedure 92-64, containing a model form of "Rabbi Trust";

WHEREAS, the parties desire and intend to restate and continue this trust in the form of such IRS model, and change the Trustee, retaining provisions of the prior trust to the extent permitted by such Revenue Procedure, all as set forth below;

WHEREAS, the purpose of this trust is to: (a) hold assets deposited by the Company as a reserve for the discharge of the Company's obligations to individuals (the "participants") and their beneficiaries as applicable entitled to receive payments: (l) under Supplemental Benefit Agreements or Employment Agreements made with the Company, copies of which are or in the future will be attached hereto as Exhibits to this Agreement for information purposes or (2) under any other plan of deferred compensation or retirement payments that the Company designates in writing to the Trustee (or attaches hereto by reference in an index, or by complete document) for such purpose hereunder, including those established by resolution of the directors of Company, all of such agreements and plans referred to in (l) and (2) hereof being termed "Plans" herein, and (b) disburse and distribute those assets as provided hereunder and in the Plans, provided however that no additional Plans shall be added following the occurrence of a "Change of Control Event" as defined in Section
13(d). Prior to a change in control event, the Company may, from time to time, change, add, or delete Plans by written notice to the Trustee to reflect changes in personnel or Plans;

WHEREAS, Company wishes to establish a trust (hereinafter called "Trust") and to contribute to the Trust assets that shall be held therein, subject to the claims of Company's creditors in the event of Company's Insolvency, as herein defined, until paid to Plan participants and their beneficiaries in such manner and at such times as specified in the Plans;

WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plans as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974;

WHEREAS, it is the intention of Company to make contributions to the Trust to provide itself with a source of funds to assist it in the meeting of its liabilities under the Plans;

NOW, THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows:

Section 1. ESTABLISHMENT OF TRUST.

(a) Company hereby deposits with Trustee in trust all assets transferred from the prior Trustee, which shall become the principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement.

(b) The Trust hereby established is revocable by Company; it shall become irrevocable upon a change of control, as defined herein.

(c) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986 as amended and shall be construed accordingly.

(d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as here and set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against Company. Any assets held by the Trust will be subject to the claims of Company's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein.

(e) Upon a change of control, Company shall, as soon as possible, but in no event longer than 5 days following the change of control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to pay each Plan participant or beneficiary the benefits to which Plan participants or their beneficiaries would be entitled pursuant to the terms of the Plans as of the date on which the change of control occurred.

Section 2. PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES.

(a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (and his or her beneficiaries), that provides a formula or other instruction acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plans), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plans and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company.

(b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plans shall be determined by Company or such party as it shall designate under the Plans, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plans.

(c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plans. Company shall notify Trustee of its decision to make payments of benefits directly prior to the time amounts are payable to participants or their beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Plans, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Section 3. TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARY WHEN COMPANY IS INSOLVENT.

(a) Trustee shall cease payment of benefits to Plan participants and their beneficiaries if the Company is Insolvent. Company shall be considered "Insolvent" for purposes of this Trust Plan if (i) Company is unable to pay its debts as they become due, or (ii) Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

(b) At all times during the continuance of this Trust, as provided in
Section l(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of Company under federal and state law as set forth below.

(l) The Board of Directors and the Chief Executive Officer of Company shall have the duty to inform Trustee in writing of Company's Insolvency. If a person claiming to be a creditor of Company alleges in writing to Trustee that Company has become Insolvent, Trustee shall determine whether Company is Insolvent and, pending such determination, Trustee shall discontinue payment of benefits to Plan participants or their beneficiaries.

(2) Unless Trustee has actual knowledge of Company's Insolvency, or has received notice from Company or a person claiming to be a creditor alleging that Company is Insolvent, Trustee shall have no duty to inquire whether Company is Insolvent. Trustee may in all events rely on such evidence concerning Company's solvency as may be furnished to Trustee and that provides Trustee with a reasonable basis for making a determination concerning Company's solvency.

(3) If at any time Trustee has determined that Company is Insolvent, Trustee shall discontinue payments to Plan participants or their beneficiaries and shall hold the assets of the Trust for the benefit of Company's general creditors. Nothing in this Trust Plan shall in any way diminish any rights of Plan participants or their beneficiaries to pursue their rights as general creditors of Company with respect to benefits due under the Plans or otherwise.

(4) Trustee shall resume the payment of benefits to Plan participants or their beneficiaries in accordance with Section 2 of this Trust Plan only after Trustee has determined that Company is not Insolvent (or is no longer Insolvent).

(c) Provided that there are sufficient assets, if Trustee discontinues the payment of benefits from the Trust pursuant to Section 3(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Plan participants or their beneficiaries under the terms of the Plans for the period of such discontinuance, less the aggregate amount of any payments made to Plan participants or their beneficiaries by Company in lieu of the payments provided for hereunder during any such period of discontinuance.

Section 4. PAYMENTS TO COMPANY.

Except as provided in Section 3 hereof, after the Trust has become irrevocable, Company shall have no right or power to direct Trustee to return to Company or to divert to others any of the Trust assets before all payment of benefits have been made to Plan participants and their beneficiaries pursuant to the terms of the Plans.

Section 5. INVESTMENT AUTHORITY.

(a) Trustee may invest in securities (including stock or rights to acquire stock) or obligations issued by Company. All rights associated with assets of the Trust shall be exercised by Trustee or the person designated by Trustee, and shall in no event be exercisable by or rest with Plan participants.

(b) To carry out the purposes of the Trust and subject to any limitations herein expressed, the Trustee is vested with the following powers until final distribution, in addition to any now or hereafter conferred by law affecting the trust or estate created hereunder. In exercising such powers, the Trustee shall act in a manner reasonable and equitable in view of the interests of the participants and in a manner in which persons of ordinary prudence, diligence, discretion and judgment would act in the management of their own affairs.

(1) Receive and Retain Property. To receive and retain any property received at the inception of the Trust or at any other time, whether or not such property is unproductive of income or is property in which the Trustee personally is interested or in which the Trustee owns an undivided interest in any other trust capacity.

(2) Dispose of Assets. To dispose of an asset for cash, at public or private sale to satisfy any obligation created under a Plan as set forth in Section 2 herein.

(3) Powers Respecting Securities. To have all the rights, powers, privileges and responsibilities of an owner of securities, including, without limiting the foregoing, the power to vote, to give general or limited proxies, to pay calls, assessments, and other sums; to assent to, or to oppose, corporate sales or other acts; to participate in, or to oppose, any voting trusts, pooling agreements, foreclosures, reorganizations, consolidations, mergers and liquidations, and, in connection therewith, to give warranties and indemnifications and to deposit securities with and transfer title to any protective or other committee; to exchange, exercise or sell stock subscription or conversion rights; and, regardless of any limitations elsewhere in this instrument relative to investments by the Trustee, to accept and retain as an investment hereunder any securities received through the exercise of any of the foregoing powers.

(4) Advance Money. To advance money for the protection of the Trust, and for all expenses, losses and liabilities sustained or incurred in the administration of the Trust or because of the holding or ownership of any Trust assets, for which advances, with interest, the Trustee has a lien on the Trust assets as against the Beneficiaries and in the event such assets are not sufficient a lien against the assets of the Company, provided however that until Funding of the Trust as provided in Section l(e), it is the intention of the Company and the Trustee that statements for the costs of administration of the trust shall be submitted to and paid by the Company in the normal course of business.

(5) Pay, Contest or Settle Claims. To pay, contest, or settle any claim by or against the Trust by compromise, arbitration or otherwise; to release, in whole or in part, any claim belonging to the Trust to the extent that the claim is uncollectible. Notwithstanding the foregoing, the Trustee may only pay or settle a claim asserted against the Trust by the Company if it is compelled to do so by a final order of a court of competent jurisdiction.

(6) Litigate. To prosecute or defend actions, claims or proceedings to insure funding of the Trust and for the protection of Trust assets and the Trustee in the performance of its duties.

(7) Employ Advisers and Agents. To employ and pay persons, corporations or associations, including attorneys, auditors, investment advisers or agents, even if they are associated with the Trustee, to advise or assist the Trustee in the performance of its administrative duties; to act without independent investigation upon such recommendations.

(8) Execute Documents. To execute and deliver all instruments which will accomplish or facilitate the exercise of the powers vested in the Trustee.

(9) Grant of Powers Limited. The Trustee expressly is prohibited from exercising any powers vested in it primarily for the benefit of the Company rather than for the benefit of the Beneficiaries.

(10) Deposit or Invest Assets. (i) To deposit Trust assets in commercial, savings or savings and loan accounts, or fiduciary money market accounts (including such accounts in a corporate Trustee's banking department) and to keep such portion of the Trust assets in cash or cash balances as the Trustee may, from time to time, deem to be in the best interest of the Trust, without liability for interest thereon. (ii) To invest Trust assets in investment fixed income securities having a Standard & Poor's rating of "A" or above.

(11) Expenses. To pay all expenses (not paid by the Company) incurred in administration of the Trust or in exercising its powers hereunder, out of Trust assets, subject to prompt reimbursement by the Company to the Trust of such expenses.

(c) Company shall have the right at anytime, and from time to time in its sole discretion, to substitute assets of equal fair market value for any asset held by the Trust. This right is exercisable by Company in a nonfiduciary capacity without the approval or consent of any person in a fiduciary capacity.

Section 6. DISPOSITION OF INCOME.

During the term of this trust, all income received by the Trust, net of expenses and taxes, shall be accumulated and reinvested.

Section 7. ACCOUNTING BY TRUSTEE.

The Trustee shall keep accurate and detailed accounts of all investments, receipts and disbursements and other transactions hereunder, and within 90 days following the close of each calendar year or the Trustee's resignation or termination of the Trust as provided herein, the Trustee shall render a written account of its administration of the Trust to the Company by submitting a record of receipts, investments, disbursements, distributions, gains, losses, assets on hand at the end of the accounting period and other pertinent information, including a description of all securities and investments purchased and sold during such calendar year. Written approval of an account shall, as to all matters shown in the account, be binding upon the Company and shall forever release and discharge the Trustee from any liability or accountability. The Company will be deemed to have given its written approval if it does not object in writing to the Trustee within 120 days after the date of receipt of such account from the Trustee. The Trustee shall be entitled at any time to institute an action in a court of competent jurisdiction for a judicial settlement of its account.

Section 8. RESPONSIBILITY OF TRUSTEE.

(a) The Trustee hereby agrees and consents to act as Trustee hereunder. The Company agrees to indemnify the Trustee and hold it harmless from and against all claims, liabilities, legal fees and expenses that may be asserted against it, individually or collectively, otherwise than on account of the Trustee's own gross negligence or willful misconduct by reason of the Trustee's taking or refraining from taking any action in connection with the Trust, whether or not the Trustee is party to a legal proceeding or otherwise.

(b) If the Trustee undertakes or defends any litigation arising in connection with this trust, Company agrees to indemnify Trustee against Trustee's costs, expenses and liabilities (including, without limitation, attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If Company does not pay such costs, expenses and liabilities in a reasonably timely manner, Trustee may obtain payment from the trust.

(c) Trustee may consult with legal counsel (who may also be counsel for Company generally) with respect to any of its duties or obligations hereunder.

(d) Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder.

(e) Trustee shall have, without exclusion, all powers conferred on Trustee by applicable law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is held as an asset of the Trust, Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy.

(f) However, notwithstanding the provisions of Section 8(e) above, Trustee may loan to Company the proceeds of any borrowing against an insurance policy held as an asset of the trust.

(g) Notwithstanding any powers granted to Trustee pursuant to this Trust Plan or to applicable law, Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Section 9. COMPENSATION AND EXPENSES OF TRUSTEE.

The Trustee shall be entitled to receive as compensation for its services hereunder the compensation as negotiated and agreed to by the Company and the Trustee. Such compensation shall be paid by the Company; provided, however, that to the extent such compensation is not paid by the Company, it may be charged against and paid from the Trust and the Company shall reimburse the Trust for any such payment made from the Trust within 30 days of its receipt from the Trustee of written notice of such payment.

Section 10. RESIGNATION AND REMOVAL OF TRUSTEE.

(a) Trustee may resign at any time by written notice to Company, which shall be effective 60 days after receipt of such notice unless Company and Trustee agree otherwise.

(b) Prior to the occurrence of a "Change in Control Event", the Company may discharge the Trustee and replace it with a Qualified Successor Trustee.

(c) Upon resignation or removal of Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within 60 days after receipt of notice of resignation, removal or transfer, unless Company extends the time limit.

(d) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under paragraph (a) or (b) of this section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Section 11. APPOINTMENT OF SUCCESSOR.

Upon resignation of the Trustee, or upon discharge of the Trustee by the Company, the Company shall appoint a Qualified Successor Trustee. For this purpose, a "Qualified Successor Trustee" must be a corporation having trust powers under state or federal law, but may not be the Company, any person who would be a "related or subordinate party" to the Company within the meaning of
Section 672(c) of the Code or a corporation that would be a member of an "affiliated group" of corporations including the Company within the meaning of
Section 1504(a) of the Code if the words "80 percent" wherever they appear in that section were replaced by the words "50 percent". Such Qualified Successor Trustee may not be a corporation having any significant financial relationship with the Company other than this Trust. Upon the written acceptance by the Qualified Successor Trustee of the Trust and upon approval of the resigning Trustee's final account by those entitled thereto, the resigning Trustee shall be discharged.

Section 12. AMENDMENT OR TERMINATION.

(a) This Trust Plan may be amended by a written instrument executed by Trustee and Company. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Plans or shall make the Trust revocable after it has become irrevocable in accordance with Section l(b) hereof.

(b) The Trust shall not terminate until the date on which Plan participants and their beneficiaries are no longer entitled to benefits pursuant to the terms of the Plans unless sooner revoked in accordance with Section l(b) hereof. Upon termination of the Trust any assets remaining in the Trust shall be returned to Company.

(c) Upon written approval of participants or beneficiaries entitled to payment of benefits pursuant to the terms of the Plans, Company may terminate this Trust prior to the time all benefit payments under the Plans have been made. All assets in the Trust at termination shall be returned to Company.

Section 13. MISCELLANEOUS.

(a) Any provision of this Trust Plan prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.

(b) Benefits payable to Plan participants and their beneficiaries under this Trust Plan may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.

(c) This Trust Plan shall be governed by and construed in accordance with the laws of Wisconsin.

(d) For purposes of this Trust, "Change of Control Event", or "change of control" shall mean any one of the following:

(1) Continuing Directors no longer constitute at least two-thirds of the Directors of the Company (other than in connection with an LBO Transaction (as defined below)); "Continuing Directors" and "Directors" for this purpose shall mean those Directors in office immediately prior to the event or transaction in question and who were elected by the Company's stockholders pursuant to the Company's proxy solicitation at the most recent regular annual stockholders' meeting (for which they were eligible for election, in the case of a staggered board).

(2) any person or group of persons (as defined in Rule 13d-5 under the Securities Exchange Act of 1934), together with its affiliates, excluding employee benefit plans of the Company and persons who are officers or directors of the Company immediately prior to a Change in Control Event and their affiliates, become the beneficial owner, directly or indirectly, of 40% or more of the voting power of the then outstanding securities of the Company entitled generally to vote for the election of the Company's directors (other than in connection with an LBO Transaction);

(3) the approval by the Company's stockholders of the merger or consolidation of the Company with any other corporation or sale of substantially all of the assets of the Company (other than pursuant to an LBO Transaction) or the liquidation or dissolution of the Company (other than in connection with an LBO Transaction), unless, in the case of merger or consolidation, the Directors in office immediately prior to such merger or consolidation will constitute at least two-thirds of the Directors of the surviving corporation of such merger or consolidation and any parent (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934) of such corporation; or

(4) at least two-thirds of the Directors in office immediately prior to any other action proposed to be taken by the Company's stockholders (other than an LBO Transaction or any action taken in connection therewith) determine that such proposed action, if taken, would constitute a change of control of the Company and such action is taken. For purposes hereof, the term "LBO Transaction" shall mean any acquisition of the Company through acquisition of all or substantially all of its assets or stock in a leveraged buy-out transaction by a corporation at least 10% (on a fully diluted basis) of whose outstanding shares of capital stock entitled generally to vote for the election of its directors are owned by persons who are officers or directors of the Company immediately prior to such transaction.

(e) All section headings herein have been inserted for convenience of reference only and shall in no way modify, restrict or affect the meaning or interpretation of any of the terms or provisions of this Trust Agreement.

(f) This Trust Agreement is intended as a complete and exclusive statement of the agreement of the parties hereto, supersedes all previous agreements or understandings among them and may not be modified or terminated orally.

(g) The term "Trustee" shall include any successor Trustee.

(h) If any provision of this Trust Agreement shall be invalid and unenforceable, the remaining provisions hereof shall subsist and be carried into effect.

(i) Any reference hereunder to a participant shall expressly be deemed to include, where relevant, the beneficiaries of a participant duly identified or referred to under the terms of the Agreements as the case may be. A participant shall cease to have such status once any and all amounts due such participant under the applicable Agreement have been paid or satisfied.

(j) Any reference hereunder to the Company shall expressly be deemed to include the Company's successor and assigns. In the event the Company is merged or consolidated into another company, or conveys all or substantially all of its assets to another company, person or firm, the term Company shall also include the company resulting from such merger or consolidation or the company, person or firm to which such assets are conveyed; and the term Company also shall include the company, person or firm resulting from any subsequent merger or consolidation or to which such assets subsequently are conveyed.

(k) All references to funding this Trust and payments by the Trustee to the participants are subject to the condition in Section l(e) that a change of control has occurred.

Section 14. EFFECTIVE DATE.

The effective date of this restated Trust shall be January 31, 1995.

In witness whereof, the Company and Trustee have executed this trust as of the above date.

Company:

Briggs & Stratton Corporation

by:      /s/ R.H. Eldridge
   ------------------------------

attest:  /s/ Kasandra K. Preston
       ---------------------------

Trustee:
Johnson Heritage Trust Company

by:     /s/ Robert L. Finder, Jr.
   --------------------------------

attest: /s/ Brian L. Lucareli
        ---------------------------

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

EXHIBIT NO. 10.5 (b)

AMENDMENT TO TRUST AGREEMENT WITH AN INDEPENDENT TRUSTEE
TO PROVIDE PAYMENTS UNDER VARIOUS COMPENSATION AGREEMENTS
WITH COMPANY EMPLOYEES.

NOW THEREFORE, BE IT RESOLVED, that Section 13.(k) be amended to allow the Corporation to make contributions to the Trustee under the Agreement for obligations of the Corporation incurred under the Deferred Compensation Agreements entered into with Frederick P. Stratton, Jr.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

EXHIBIT NO. 10.7 (b)

AMENDMENT TO LEVERAGED STOCK OPTION PROGRAM

RESOLVED, that Section 4.0 Exercise Price. of the Briggs & Stratton Corporation Leveraged Stock Option Program (the LSO Program) be amended by deleting the second sentence thereof, and substituting the following:

"The Estimated Annual Growth Rate (intended to represent annual percentage stock appreciation at least in the amount of the Company's cost of capital, with due consideration for dividends paid, risk and illiquidity) is the average daily closing 30 year U.S. Treasury bond yield rate for the month of March immediately preceding the relevant Plan Year, plus 1%."

FURTHER RESOLVED, that Section 5.0 Limitations on LSO Grants and Carryover., of the LSO Program be amended and restated in its entirety to read as follows:

"5.0 Limitations on LSO Grants and Carryover.

Notwithstanding Section 2, the maximum number of LSOs that may be granted to all Senior Executives for any Plan Year during the five (5) year term of this LSO Program, shall be 600,000, and the maximum number of LSOs that may be granted cumulatively under this LSO Program shall be 2,539,986. In the event that the 600,000 limitation shall be in effect for any Plan Year, the dollar amount to be invested for each Senior Executive shall be reduced by proration based on the aggregate Total Bonus Payouts of all Senior Executives so that the limitation is not exceeded. The amount of any such reduction shall be carried forward to subsequent years and invested in LSOs to the extent the annual limitation is not exceeded in such years."

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

EXHIBIT NO. 10.9

AMENDED DEFERRED COMPENSATION AGREEMENT FOR FISCAL 1995

WHEREAS, Briggs & Stratton Corporation (the "Company") and Frederick P. Stratton, Jr., (The "Executive") have entered into an agreement dated June 9, 1994 providing for the deferral of compensation earned by Executive which would otherwise be non-deductible under Section 162(m) of the Internal Revenue Code; and

WHEREAS, the Agreement provides that amounts deferred under the Agreement will be credited with earnings at a rate equal to 80% of the Firstar Bank Milwaukee, N.A. prime rate; and

WHEREAS, the Agreement provides that the Company's Board, or its Nominating and Salaried Personnel Committee, have the right to modify the Agreement with the Executive's consent; and

WHEREAS, the parties desire to amend the Agreement to offer Executive the choice of calculating earnings using 80% of the Firstar prime rate or a rate designed to reflect the performance of Briggs & Stratton stock.

NOW, THEREFORE, BE IT RESOLVED, that the June 9, 1994 deferred compensation Agreement entered into between Briggs & Stratton Corporation and Frederick P. Stratton, Jr. is amended and restated to read as follows:

1. Deferral of Compensation. This Agreement shall operate to defer, on an unfunded basis, compensation earned by the Executive as an employee of the Company for the Company's fiscal year ending in 1995, to the extent that such compensation would otherwise be non-deductible under Section 162(m) of the Internal Revenue Code, as amended from time to time. The amount deferred hereunder shall be paid to the Executive as soon as practicable following the Company fiscal year in which the Executive terminates employment with the Company, such payment to be made in one lump sum, or in such other manner as may be agreed upon between the Executive and the Company's Nominating and Salaried Personnel Committee of the Board (the "Committee"). Such agreement, if any, must occur before the termination of employment by the Executive, or such payment shall be in a lump sum.

2. Death of Executive. If the Executive dies prior to receiving all funds payable hereunder, the entire unpaid balance shall be paid in the same manner as provided for the Executive under the Company's Economic Value Added Incentive Compensation Plan.

3. Binding Effect. This Agreement has been approved by the Company's Board of Directors and its Nominating and Salaried Personnel Committee, and shall be binding and inure to the benefit of the Company, its successors and assigns and the Executive and his heirs, executors, administrators, and legal representatives.

4. Earnings on Deferrals. On or before the last day of the Company's fiscal year, the Executive shall elect to have any deferrals hereunder credited with earnings in accordance with (a) or (b) below:

(a) Earnings on a book (unfunded) basis beginning on the last day of the Company fiscal year for which a deferral is made, and continuing thereafter at a rate equal to 80% of the prime rate

made available to the best customers of Firstar Bank Milwaukee, N.A., and adjusted and compounded annually as of the last day of each subsequent Company fiscal year until paid;

(b) Earnings at a rate designed to reflect the performance of Company stock. Under this alternative, the amount deferred shall be converted into shares of phantom Company stock as soon as practicable following the determination of the amount deferred under this Agreement. Each year, the Committee shall determine the amount of dividends that would have been paid on the phantom stock and convert such dividends into additional shares of phantom stock. Following the conversions described above, the Company shall promptly advise Executive of the number of phantom shares acquired. If Executive chooses this investment alternative, Executive may elect to receive distributions in cash or stock; provided that any stock distributions shall be subject to any necessary approvals under securities laws or exchange requirements.

5. Section 16 Consequences. Executive acknowledges that an election under Section 4(b) above will have implications under Section 16 of the Securities Exchange Act of 1934, including potential Section 16(b) liability if Executive or an affiliate has a matching transaction. Executive acknowledges that he will be responsible for reporting transactions under this Agreement on the applicable Form 4 or Form 5.

6. Unfunded Status of Agreement. It is intended that this Agreement constitute an "unfunded" arrangement for deferred compensation. The Committee may authorize the creation of a trust or other arrangement to meet the obligations created under this Agreement provided, however, that unless the Committee otherwise determines, the existence of such trust or other arrangement is consistent with "the unfunded" status of the Agreement.

7. Miscellaneous. Payment of deferrals hereunder shall be subject to tax or other withholding requirements as may be required by law. The Company's Board, or its Nominating and Salaried Personnel Committee, shall have the power to modify or terminate this Agreement, but only with consent of the Executive.

IN WITNESS WHEREOF, Briggs & Stratton Corporation has caused this Deferred Compensation Agreement to be executed by its duly authorized Director and Frederick P. Stratton, Jr., together with his spouse, Anne Y. Stratton, hereunto have set their hands as of the date first above written.

BRIGGS & STRATTON CORPORATION

By:  /s/ John L. Murray
   -----------------------------
   John L. Murray
   Chairman, Nominating and
   Salaried Personnel Committee


     /s/ F.P. Stratton, Jr.
   -----------------------------
   Frederick P. Stratton, Jr.


     /s/ Anne Y. Stratton
   -----------------------------
   Anne Y. Stratton

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

EXHIBIT NO. 10.10

DEFERRED COMPENSATION AGREEMENT FOR FISCAL 1996

AGREEMENT made this 23rd day of June, 1995, between Briggs & Stratton Corporation (the "Company") and Frederick P. Stratton, Jr. (the "Executive").

1. Deferral of Compensation. This Agreement shall operate to defer, on an unfunded basis, compensation earned by the Executive as an employee of the Company for the Company's fiscal year ending in 1995, to the extent that such compensation would otherwise be non-deductible under Section 162(m) of the Internal Revenue Code, as amended from time to time. The amount deferred hereunder shall be paid to the Executive as soon as practicable following the Company fiscal year in which the Executive terminates employment with the Company, such payment to be made in one lump sum, or in such other manner as may be agreed upon between the Executive and the Company's Nominating and Salary Personnel Committee of the Board. Such agreement, if any, must occur before the termination of employment by the Executive, or such payment shall be in a lump sum.

2. Death of Executive. If the Executive dies prior to receiving all funds payable hereunder, the entire unpaid balance shall be paid in the same manner as provided for the Executive under the Company's Economic Value Added Incentive Compensation Plan.

3. Binding Effect. This Agreement has been approved by the Company's Board of Directors and its Nominating and Salaried Personnel Committee, and shall be binding and insure to the benefit of the Company, its successors and assigns and the Executive and his heirs, executors, administrators, and legal representatives.

4. Earnings on Deferrals. On or before the last day of the Company's fiscal year, the Executive shall elect to have any deferrals hereunder credited with earnings in accordance with a) or b) below:

a) Earnings on a book (unfunded) basis beginning on the last day of the Company fiscal year for which a deferral is made, and continuing thereafter at a rate equal to 80% of the prime rate made available to the best customers of Firstar Bank Milwaukee, N.A., and adjusted and compounded annually as of the last day of each subsequent Company fiscal year until paid;

b) Earnings at a rate designed to reflect the performance of Company stock. Under this alternative, the amount deferred shall be converted into shares of phantom Company stock as soon as practicable following the determination of the amount deferred under this Agreement. Each year, the Committee shall determine the amount of dividends that would have been paid on the phantom stock and convert such dividends into additional shares of phantom stock. Following the conversions described above, the Company shall promptly advise Executive of the number of phantom shares acquired. If Executive chooses this investment alternative, Executive may elect to receive distributions in cash or stock; provided that any stock distributions shall be subject to any necessary approvals under securities laws or exchange requirements.

5. Section 16 Consequences. Executive acknowledges that an election under Section 4(b) above will have implications under Section 16 of the Securities Exchange Act of 1934, including potential Section 16(b) liability if Executive or an affiliate has a matching transaction. Executive

acknowledges that he will be responsible for reporting transactions under this Agreement on the applicable Form 4 or Form 5.

6. Unfunded Status of Agreement. It is intended that this Agreement constitute an "unfunded" arrangement for deferred compensation. The Committee may authorize the creation of a trust or other arrangement to meet the obligations created under this Agreement provided, however, that unless the Committee otherwise determines, the existence of such trust or other arrangement is consistent with the "unfunded" status of the Agreement.

7. Miscellaneous. Payment of deferrals hereunder shall be subject to tax or other withholding requirements as may be required by law. The Company's Board, or its Nominating and Salaried Personnel Committee, shall have the power to modify or terminate this Agreement, but only with consent of the Executive.

IN WITNESS WHEREOF, Briggs & Stratton Corporation has caused this Deferred Compensation Agreement to be executed by its duly authorized Director and Frederick P. Stratton, Jr., together with his spouse, Anne Y. Stratton, hereunto have set their hands as of the date first above written.

BRIGGS & STRATTON CORPORATION

By:  /s/ John L. Murray
    -----------------------------
    John L. Murray
    Chairman, Nominating and
    Salaried Personnel Committee


     /s/ F.P. Stratton, Jr.
    -----------------------------
    Frederick P. Stratton, Jr.


     /s/ Anne Y. Stratton
    -----------------------------
    Anne Y. Stratton