BRIGGS & STRATTON CORP (Form: 10-Q, Received: 11/04/2004 17:12:06)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 26, 2004

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-1370

BRIGGS & STRATTON CORPORATION

(Exact name of registrant as specified in its charter)

Wisconsin

39-0182330

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

12301 West Wirth Street, Wauwatosa, Wisconsin 53222

(Address of Principal Executive Offices) (Zip Code)

414/259-5333

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes x No ¨

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. (Outstanding shares adjusted for effect of 2-for-1 stock split effective October 29, 2004.)

Class

Outstanding at

November 1, 2004

COMMON STOCK, par value $0.01 per share

51,532,806 Shares

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

INDEX


		Page No.
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Condensed Balance Sheets – September 26, 2004 and June 27, 2004	3

	Consolidated Condensed Statements of Income – Three Months Ended September 26, 2004 and September 28, 2003	5

	Consolidated Condensed Statements of Cash Flows – Three Months Ended September 26, 2004 and September 28, 2003	6

	Notes to Consolidated Condensed Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21

Item 4.	Controls and Procedures	21

PART II – OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22

Item 4.	Submissions of Matters to a Vote of Security Holders	22

Item 5.	Other Information	23

Item 6.	Exhibits	23

Signatures		24

Exhibit Index		25

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

PART I - FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

CONSOLIDATED CONDENSED BALANCE SHEETS

(In thousands)

ASSETS


	September 26, 2004		June 27, 2004
	(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents	$	28,857	$	342,394
Accounts receivable, net		270,125		230,510
Inventories -
Finished products and parts		283,921		206,638
Work in process		164,501		124,483
Raw materials		8,526		6,610

Total inventories		456,948		337,731
Deferred income tax asset		57,506		47,623
Prepaid expenses and other current assets		24,958		23,735

Total current assets		838,394		981,993

OTHER ASSETS:
Goodwill		252,520		151,991
Investments		45,299		49,259
Prepaid pension		82,488		81,730
Deferred loan costs, net		6,049		6,325
Other intangible assets, net		93,546		217
Other long-term assets, net		10,185		9,096

Total other assets		490,087		298,618

PLANT AND EQUIPMENT:
Cost		944,800		867,987
Less - accumulated depreciation		524,931		511,445

Total plant and equipment, net		419,869		356,542

	$	1,748,350	$	1,637,153

The accompanying notes are an integral part of these statements.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS (Continued)

(In thousands, except per share data)

LIABILITIES & SHAREHOLDERS’ INVESTMENT


	September 26, 2004			June 27, 2004
	(Unaudited)
CURRENT LIABILITIES:
Accounts payable	$	145,426		$	120,409
Accrued liabilities		171,823			177,025
Dividends payable		8,708			—
Short-term debt		3,004			3,127

Total current liabilities		328,961			300,561

OTHER LIABILITIES:
Long-term debt		360,752			360,562
Deferred income tax liability		105,289			70,454
Accrued pension cost		21,282			20,603
Accrued employee benefits		14,363			14,201
Accrued postretirement health care obligation		76,641			38,248
Other long-term liabilities		15,372			14,929

Total other liabilities		593,699			518,997

SHAREHOLDERS’ INVESTMENT:
Common stock - Authorized 120,000* and 60,000 shares, $.01 par value, issued 57,854* and 28,927 shares, respectively		579			289
Additional paid-in capital		54,541			48,657
Retained earnings		917,584			927,766
Accumulated other comprehensive loss		4,037			4,028
Unearned compensation on restricted stock		(1,874	)		(1,490	)
Treasury stock at cost, 6,239* and 3,382 shares, respectively		(149,177	)		(161,655	)

Total shareholders’ investment		825,690			817,595

	$	1,748,350		$	1,637,153

*	Share data adjusted for effect of 2-for-1 stock split effective October 29, 2004

The accompanying notes are an integral part of these statements.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(In thousands, except per share data)

(Unaudited)


	Three Months Ended
	September 26, 2004			September 28, 2003
NET SALES	$	438,995		$	331,395
COST OF GOODS SOLD		368,177			271,200

Gross profit on sales		70,818			60,195
ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		67,960			45,900

Income from operations		2,858			14,295
INTEREST EXPENSE		(8,119	)		(9,832	)
OTHER INCOME, net		2,933			1,443

Income (Loss) before provision (credit) for income taxes		(2,328	)		5,906
PROVISION (CREDIT) FOR INCOME TAXES		(840	)		1,890

NET INCOME (LOSS)	$	(1,488	)	$	4,016

EARNINGS PER SHARE DATA* -
Average shares outstanding		51,191			43,942

Basic earnings (loss) per share	$	(0.03	)	$	0.09

Diluted average shares outstanding		51,191			44,209

Diluted earnings (loss) per share	$	(0.03	)	$	0.09

CASH DIVIDENDS PER SHARE*	$	0.170		$	0.165

*	Share data adjusted for effect of 2-for-1 stock split effective October 29, 2004

The accompanying notes are an integral part of these statements

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Three Months Ended
	September 26, 2004			September 28, 2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(1,488	)	$	4,016
Adjustments to reconcile net income (loss) to net cash used in operating activities -
Depreciation and amortization		17,886			15,846
Earnings of unconsolidated affiliates		(2,772	)		(1,022	)
Loss on disposition of plant and equipment		716			651
Provision for deferred income taxes		(13,377	)		(2,292	)
Change in operating assets and liabilities -
Increase in accounts receivable		(15,192	)		(24,195	)
Increase in inventories		(58,546	)		(55,107	)
Decrease in prepaid expenses and other current assets		755			3,278
Decrease in accounts payable and accrued liabilities		(28,405	)		(35,839	)
Change in pension obligation, net		(347	)		(1,092	)
Other, net		(1,472	)		(1,383	)

Net cash used in operating activities		(102,242	)		(97,139	)

CASH FLOW S FROM INVESTING ACTIVITIES:
Additions to plant and equipment		(17,438	)		(11,564	)
Proceeds received on disposition of plant and equipment		56			113
Proceeds received on sale of certain assets of Briggs & Stratton Canada		4,050			—
Cash paid for acquisition, net of cash acquired		(222,548	)		—
Dividends received		6,500			—
Refund of cash paid for acquisition		—			5,686

Net cash used in investing activities		(229,380	)		(5,765	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net repayments on loans and notes payable		(123	)		(865	)
Proceeds from exercise of stock options		17,648			16,803

Net cash provided by financing activities		17,525			15,938

EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		560			707

NET DECREASE IN CASH AND CASH EQUIVALENTS		(313,537	)		(86,259	)
CASH AND CASH EQUIVALENTS, beginning		342,394			324,815

CASH AND CASH EQUIVALENTS, ending	$	28,857		$	238,556

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	15,604		$	14,977

Income taxes paid	$	1,652		$	681

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

General Information

The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the U.S. However, in the opinion of Briggs & Stratton Corporation, adequate disclosures have been presented to make the information not misleading, and all adjustments necessary to present fair statements of the results of operations and financial position have been included. All of these adjustments are of a normal recurring nature. These consolidated condensed financial statements should be read in conjunction with the financial statements and the notes thereto which were included in our latest Annual Report on Form 10-K.

Common Stock

On August 4, 2004, Briggs & Stratton’s board approved a two-for-one stock split of its common stock, which became effective on October 29, 2004 upon shareholder approval of the amendment to the Briggs & Stratton Articles of Incorporation. The stock split is payable on November 9, 2004 to shareholders of record on October 29, 2004. The split will be in the form of a stock dividend, with shareholders receiving an additional share for each share currently held. All references in the Consolidated Condensed Financial Statements to the number of common shares and related per share amounts have been restated to reflect the stock split.

Accounts Receivable

Accounts Receivable includes $40 million from a major original equipment manufacturer which we believe may not be fully collectible. Accordingly, we have recorded an additional allowance for doubtful accounts of $10 million for this receivable. Based on information available to date, we believe a $10 million reserve is sufficient to cover our estimate of the potential loss on this account.

Earnings Per Share

Basic earnings per share, for each period presented, is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share, for each period presented, is computed reflecting the potential dilution that would occur if options or other contracts to issue common stock were exercised or converted into common stock at the beginning of the period.

Shares outstanding used to compute diluted earnings per share for the period ended September 26, 2004 excluded 85,000 shares of restricted stock and outstanding options to purchase 2,540,176 shares of common stock. For the quarter ended September 28, 2003, 5,651,688 shares related to convertible debentures and outstanding options to purchase 1,212,055 shares of common stock were excluded. The impact of such common stock equivalents and their effects on income were excluded from the calculation of net income (loss) per share on a diluted basis as their effect is anti-dilutive.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

Information on earnings per share is as follows (in thousands):


	Three Months Ended
	September 26, 2004			September 28, 2003
Net income (loss)	$	(1,488	)	$	4,016

Average shares of common stock outstanding*		51,191			43,942
Incremental common shares applicable to common stock options based on the common stock average market price during the period*		—			240
Incremental common shares applicable to restricted common stock based on the common stock average market price during the period*		—			27

Diluted average shares of common stock outstanding*		51,191			44,209

*	Share data adjusted for effect of 2-for-1 stock split effective October 29, 2004

Comprehensive Income

Comprehensive income is a more inclusive financial reporting method that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. Comprehensive income is defined as net income and other changes in shareholders’ investment from transactions and events other than with shareholders. Total comprehensive income (loss) is as follows (in thousands):


	Three Months Ended
	September 26, 2004			September 28, 2003
Net income (loss)	$	(1,488	)	$	4,016
Cumulative translation adjustments		414			672
Unrealized loss on derivative instruments		(405	)		(974	)

Total comprehensive income (loss)	$	(1,479	)	$	3,714

The components of Accumulated Other Comprehensive Income are as follows (in thousands):


	September 26, 2004			June 27, 2004
Cumulative translation adjustments	$	5,272		$	4,858
Unrealized gain on derivative instruments		95			500
Minimum pension liability adjustment		(1,330	)		(1,330	)

Accumulated other comprehensive income	$	4,037		$	4,028

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

Derivatives

Derivatives are recorded on the balance sheet as assets or liabilities, measured at fair value. Briggs & Stratton enters into derivative contracts designated as cash flow hedges to manage its foreign currency exposures. These instruments generally do not have a maturity of more than twelve months. Briggs & Stratton has used interest rate swaps designated as fair value hedges to manage its debt portfolio. These instruments generally have maturities and terms consistent with the underlying debt instrument. In April 2004, all interest rate swaps were terminated.

Changes in the fair value of cash flow hedges are recorded on the Consolidated Condensed Statements of Income or as a component of Accumulated Other Comprehensive Income (Loss). The amounts included in Accumulated Other Comprehensive Income (Loss) will be reclassified into income when the forecasted transactions occur, generally within the next twelve months. These forecasted transactions represent the exporting of products for which Briggs & Stratton will receive foreign currency and the importing of products for which it will be required to pay in a foreign currency. Changes in the fair value of fair value hedges related to interest rate swaps were recorded as an increase/decrease to long-term debt. Changes in the fair value of all derivatives deemed to be ineffective are recorded as either income or expense in the accompanying Consolidated Condensed Statements of Income.

Segment and Geographic Information

Briggs & Stratton operates two reportable business segments that are managed separately based on fundamental differences in their operations. Summarized segment data is as follows (in thousands):


	Three Months Ended
	September 26, 2004			September 28, 2003
NET SALES:
Engines	$	254,112		$	235,687
Power Products		222,299			124,761
Inter-Segment Eliminations		(37,416	)		(29,053	)

Total*	$	438,995		$	331,395

* International Sales (included in above)
Engines	$	78,497		$	51,276
Power Products		3,361			3,528

Total	$	81,858		$	54,804

GROSS PROFIT ON SALES:
Engines	$	44,245		$	42,897
Power Products		24,198			15,679
Inter-Segment Eliminations		2,375			1,619

Total	$	70,818		$	60,195

INCOME (LOSS) FROM OPERATIONS:
Engines	$	(4,676	)	$	3,999
Power Products		5,159			8,677
Inter-Segment Eliminations		2,375			1,619

Total	$	2,858		$	14,295

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

Warranty

Briggs & Stratton recognizes the cost associated with its standard warranty on Engines and Power Products at the time of sale. The amount recognized is based on historical failure rates and current claim cost experience. The following is a reconciliation of the changes in accrued warranty costs for the reporting period (in thousands):


Beginning Balance, June 27, 2004	$	43,148
Balance Related to Acquisition		8,773
Payments		(9,015	)
Provision for Current Year Warranties		8,167
Adjustments to Prior Years Warranties		(1,235	)

Ending Balance, September 26, 2004	$	49,838

Stock Options

Briggs & Stratton has an Incentive Compensation Plan that is accounted for under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”. Under the plan, no compensation cost has been recognized. Had compensation cost for these plans been determined consistent with Statement of Financial Accounting Standard (“SFAS”) No. 123, “Accounting for Stock-Based Compensation” and SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure”, the Company’s net income and earnings per share would have been reduced to the following pro forma amounts (in thousands, except per share data):


	Three Months Ended
	September 26, 2004			September 28, 2003
Net Income (Loss) As Reported:	$	(1,488	)	$	4,016
Deduct employee compensation expense determined under a fair value based method, net of related tax effects		1,105			796

Pro Forma Net Income (Loss)	$	(2,593	)	$	3,220

Basic Earnings (Loss) Per Share*:
As Reported	$	(0.03	)	$	0.09
Pro Forma	$	(0.05	)	$	0.07
Diluted Earnings (Loss) Per Share*:
As Reported	$	(0.03	)	$	0.09
Pro Forma	$	(0.05	)	$	0.06

*	Share data adjusted for effect of 2-for-1 stock split effective October 29, 2004

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

Pension and Postretirement Benefits

Briggs & Stratton has noncontributory, defined benefit retirement plans and postretirement plans covering certain employees. The following tables summarize the plans’ income and expense for the periods indicated (in thousands):


	Pension Benefits						Other Postretirement Benefits
	Three Months Ended						Three Months Ended
	September 26, 2004			September 28, 2003			September 26, 2004		September 28, 2003
Components of Net Periodic (Income) Expense:
Service Cost-Benefits Earned	$	3,470		$	3,517		$	763	$	543
Interest Cost on Projected Benefit Obligation		13,720			12,712			4,179		2,719
Expected Return on Plan Assets		(18,061	)		(18,049	)		—		—
Amortization of:
Transition Obligation		—			2			11		—
Prior Service Cost		785			741			8		8
Actuarial Loss		143			144			3,390		2,124

Net Periodic (Income) Expense	$	57		$	(933	)	$	8,351	$	5,394

Employer Contributions:

Briggs & Stratton does not expect to make any contributions to the pension plans in fiscal 2005.

Estimated Benefit Payments:

Briggs & Stratton expects to make benefit payments of approximately $1.6 million for its non-qualified pension plan during fiscal 2005. As of September 26, 2004, Briggs & Stratton had made payments of approximately $0.4 million. Briggs & Stratton anticipates benefit payments of approximately $28.9 million for its other postretirement benefit plans during fiscal 2005. As of September 26, 2004, Briggs & Stratton had made payments of approximately $7.1 million.

Acquisition

On July 7, 2004, Briggs & Stratton and its subsidiary, Briggs & Stratton Power Products Group, LLC (“BSPPG”) acquired Simplicity Manufacturing, Inc. (“Simplicity”). Simplicity designs, manufactures and markets a wide variety of premium yard and garden tractors, lawn tractors, riding mowers, snow throwers, attachments, and other lawn and garden products like rototillers and chipper shredders. The purchase price included $240.4 million of cash, a $10.0 million liability for future tax benefits subject to adjustment based on the actual tax benefits received and $130.1 million of liabilities assumed. The cash paid included $17.8 million of cash acquired and $9.3 million of direct acquisition costs.

The acquisition has been accounted for using the purchase method of accounting. The purchase price was allocated on a preliminary basis to identifiable assets acquired and liabilities assumed based upon their estimated fair values, with the excess purchase price recorded as goodwill. Final adjustments to the purchase price allocation, which will include the resolution of certain tax matters, are not expected to be material to the consolidated financial statements.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition:


	(In thousands)
Assets Acquired:
Current assets	$	122,294
Property, plant and equipment		62,960
Goodwill		100,529
Other intangible assets		93,830
Other noncurrent assets		866

Total assets acquired		380,479

Liabilities Assumed:
Current liabilities		47,916
Deferred tax liabilities		44,998
Post retirement benefits		36,665
Other noncurrent liabilities		502

Total liabilities assumed		130,081

Net assets acquired	$	250,398

Other intangible assets are comprised of trademarks, patents and customer relationships. Patents have been assigned an estimated weighted average useful life of thirteen years. The customer relationships have been assigned an estimated useful life of twenty-five years. The patents and customer relationships are being amortized on a straight-line basis. The trademarks and goodwill, which are considered to have an indefinite life and will not be amortized, will be tested annually for impairment.

The following table summarizes pro forma results for the three months ended September 28, 2003 as though the business combination had been completed at the beginning of the earliest comparable period (in thousands, except per share data):


	Three Months Ended
	September 28, 2003
Net Sales	$	397,649
Net Income	$	4,922
Basic loss per share	$	0.11
Diluted loss per share	$	0.11

The three month pro forma results outlined above have been adjusted to exclude $14.6 million of purchase accounting adjustments recorded by Simplicity related to its fiscal 2003 acquisition of Snapper Products Inc. and include $4.9 million of purchase accounting adjustments related to Briggs & Stratton’s fiscal 2005 acquisition of Simplicity. The information has been prepared for comparative purposes only and does not purport to be indicative of the results of operations which actually would have occurred had the acquisition taken place on the date indicated or which may result in the future.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

Financial Information of Subsidiary Guarantor of Indebtedness

In June 1997, Briggs & Stratton issued $100 million of 7.25% senior notes and in May 2001, Briggs & Stratton issued $275 million of 8.875% senior notes. In addition, Briggs & Stratton has a $275 million revolving credit facility that expires in May 2009 that is used to finance seasonal working capital needs.

Under the terms of Briggs & Stratton’s 8.875% senior notes, 7.25% senior notes and the revolving credit agreement (collectively, the “Domestic Indebtedness”), BSPPG and effective July 7, 2004, its wholly owned subsidiary, Simplicity Manufacturing Inc., are joint and several guarantors of the Domestic Indebtedness (the “Guarantor”). The guarantees are full and unconditional guarantees. Additionally, if at any time a domestic subsidiary of Briggs & Stratton constitutes a significant domestic subsidiary, then such domestic subsidiary will also become a guarantor of the Domestic Indebtedness. Currently, all of the Domestic Indebtedness is unsecured. If Briggs & Stratton were to fail to make a payment of interest or principal on its due date, the Guarantor is obligated to pay the outstanding Domestic Indebtedness. Briggs & Stratton had the following outstanding amounts related to the guaranteed debt (in thousands):


	September 26, 2004 Carrying Amount		Maximum Guarantee
8.875% Senior Notes, due March 15, 2011	$	271,303	$	275,000
7.25% Senior Notes, due September 15, 2007	$	89,449	$	90,000
Revolving Credit Facility, expiring May 2009	$	—	$	275,000

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

The following condensed supplemental consolidating financial information reflects the summarized financial information of Briggs & Stratton, its Guarantor and Non-Guarantor Subsidiaries (in thousands):

BALANCE SHEET

As of September 26, 2004


	Briggs & Stratton Corporation		Guarantor Subsidiary		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Current Assets	$	541,180	$	306,638	$	285,385	$	(294,809	)	$	838,394
Investment in Subsidiaries		598,364		—		—		(598,364	)		—
Non-Current Assets		466,617		433,342		9,997		—			909,956

	$	1,606,161	$	739,980	$	295,382	$	(893,173	)	$	1,748,350

Current Liabilities	$	265,974	$	114,535	$	235,377	$	(286,925	)	$	328,961
Long-Term Debt		360,752		—		—		—			360,752
Other Long-Term Obligations		145,861		86,815		271		—			232,947
Shareholders’ Investment		833,574		538,630		59,734		(606,248	)		825,690

	$	1,606,161	$	739,980	$	295,382	$	(893,173	)	$	1,748,350

BALANCE SHEET

As of June 27, 2004


	Briggs & Stratton Corporation		Guarantor Subsidiary		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Current Assets	$	739,007	$	243,300	$	227,786	$	(228,100	)	$	981,993
Investment in Subsidiaries		352,207		—		—		(352,207	)		—
Non-Current Assets		471,395		175,439		8,326		—			655,160

	$	1,562,609	$	418,739	$	236,112	$	(580,307	)	$	1,637,153

Current Liabilities	$	226,627	$	111,992	$	180,791	$	(218,849	)	$	300,561
Long-Term Debt		360,562		—		—		—			360,562
Other Long-Term Obligations		148,574		9,861		—		—			158,435
Shareholders’ Investment		826,846		296,886		55,321		(361,458	)		817,595

	$	1,562,609	$	418,739	$	236,112	$	(580,307	)	$	1,637,153

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

STATEMENT OF INCOME

For the Three Months Ended September 26, 2004


	Briggs & Stratton Corporation			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Sales	$	242,165		$	235,175		$	37,459		$	(75,804	)	$	438,995
Cost of Goods Sold		205,218			210,932			29,064			(77,037	)		368,177

Gross Profit		36,947			24,243			8,395			1,233			70,818
Engineering, Selling, General and Administrative Expenses		42,184			18,890			6,886			—			67,960

Income (Loss) from Operations		(5,237	)		5,353			1,509			1,233			2,858
Interest Expense		(7,575	)		(28	)		(41	)		(475	)		(8,119	)
Other Income (Expense), Net		8,303			(388	)		(82	)		(4,900	)		2,933

Income (Loss) Before Income Taxes		(4,509	)		4,937			1,386			(4,142	)		(2,328	)
Provision (Credit) for Income Taxes		(1,623	)		1,906			275			(1,398	)		(840	)

Net Income (Loss)	$	(2,886	)	$	3,031		$	1,111		$	(2,744	)	$	(1,488	)

STATEMENT OF INCOME

For the Three Months Ended September 28, 2003


	Briggs & Stratton Corporation			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Sales	$	223,314		$	117,327		$	30,728		$	(39,974	)	$	331,395
Cost of Goods Sold		186,319			102,187			23,895			(41,201	)		271,200

Gross Profit		36,995			15,140			6,833			1,227			60,195
Engineering, Selling, General and Administrative Expenses		34,459			5,867			5,574			—			45,900

Income (Loss) from Operations		2,536			9,273			1,259			1,227			14,295
Interest Expense		(9,775	)		—			(19	)		(38	)		(9,832	)
Other Income (Expense), Net		9,436			(15	)		18			(7,996	)		1,443

Income (Loss) Before Income Taxes		2,197			9,258			1,258			(6,807	)		5,906
Provision (Credit) for Income Taxes		359			3,253			456			(2,178	)		1,890

Net Income (Loss)	$	1,838		$	6,005		$	802		$	(4,629	)	$	4,016

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

STATEMENT OF CASH FLOWS

For the Three Months Ended September 26, 2004


	Briggs & Stratton Corporation			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Cash (Used in) Provided by Operating Activities	$	(157,824	)	$	52,368		$	2,983		$	231		$	(102,242	)

Cash Flows from Investing Activities:
Additions to Plant and Equipment		(13,734	)		(1,770	)		(1,934	)		—			(17,438	)
Proceeds Received on Disposition of Plant and Equipment		52			—			4			—			56
Proceeds Received on Sale of Briggs & Stratton Canada		—			—			4,050			—			4,050
Cash Paid for Acquisition, Net of Cash Acquired		(719	)		(221,829	)		—			—			(222,548	)
Dividends Received		6,500			—			—			—			6,500
Capital Contributions in Subsidiary		(238,713	)		—			—			238,713			—
Other, Net		(2,656	)		—			2,656			—			—

Net Cash (Used in) Provided by Investing Activities		(249,270	)		(223,599	)		4,776			238,713			(229,380	)

Cash Flows from Financing Activities:
Net Borrowings (Repayments) on Loans and Notes Payable		64,297			(64,291	)		102			(231	)		(123	)
Proceeds from Exercise of Stock Options		17,648			—			—			—			17,648
Capital Contributions Received		—			238,713			—			(238,713	)		—

Net Cash Provided by (Used in) Financing Activities		81,945			174,422			102			(238,944	)		17,525

Effect of Exchange Rate Changes		—			—			560			—			560

Net (Decrease) Increase in Cash and Cash Equivalents		(325,149	)		3,191			8,421			—			(313,537	)
Cash and Cash Equivalents, Beginning		326,809			4,007			11,578			—			342,394

Cash and Cash Equivalents, Ending	$	1,660		$	7,198		$	19,999		$	—		$	28,857

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

STATEMENT OF CASH FLOWS

For the Three Months Ended September 28, 2003


	Briggs & Stratton Corporation			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Cash (Used in) Provided by Operating Activities	$	(96,901	)	$	7,346		$	(17,513	)	$	9,929		$	(97,139	)

Cash Flows from Investing Activities:
Additions to Plant and Equipment		(10,609	)		(790	)		(165	)		—			(11,564	)
Proceeds Received on Disposition of Plant and Equipment		107			6			—			—			113
Refund of Cash Paid for Acquisition		5,686			—			—			—			5,686

Net Cash Used in Investing Activities		(4,816	)		(784	)		(165	)		—			(5,765	)

Cash Flows from Financing Activities:
Net Borrowings (Repayments) on Loans and Notes Payable		9,401			(8,037	)		7,700			(9,929	)		(865	)
Proceeds from Exercise of Stock Options		16,803			—			—			—			16,803

Net Cash Provided by (Used in) Financing Activities		26,204			(8,037	)		7,700			(9,929	)		15,938

Effect of Exchange Rate Changes		—			(225	)		932			—			707

Net Decrease in Cash and Cash Equivalents		(75,513	)		(1,700	)		(9,046	)		—			(86,259	)
Cash and Cash Equivalents, Beginning		304,103			1,575			19,137			—			324,815

Cash and Cash Equivalents, Ending	$	228,590		$	(125	)	$	10,091		$	—		$	238,556

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is management’s discussion and analysis of Briggs & Stratton’s financial condition and results of operations for the periods included in the accompanying consolidated condensed financial statements:

RESULTS OF OPERATIONS

SALES

Consolidated net sales for the first quarter of fiscal 2005 totaled $439 million, an increase of $108 million or 32% when compared to the same period of the preceding year. The Power Products Segment increased $98 million, driven primarily by the inclusion of $79 million of Simplicity sales in the current year. The remaining $19 million increase in Power Products Segment sales is attributable to a 30% unit increase in generator sales, offset by a 6% unit decrease in pressure washer sales. The improvement in generator sales was the result of the unusual level of hurricane activity in the current quarter. While the prior year first quarter generator demand was heightened by the East Coast power grid failure, the four hurricanes in the first quarter of the current year pushed demand to even higher levels. Pressure washer unit sales were down due to higher inventory levels throughout the retail channel going into the season, resulting in lower sales in the quarter.

Engine Segment sales for the first quarter of fiscal 2005 were $254 million; an $18 million or 8% increase over the prior year. While engine unit volume was down 4% between years, the sales improvement was driven in part by a mix of product that favored higher priced engines and some price improvements year over year. The favorable engine mix was created by the increased generator demand and a strong summer demand for riding lawn equipment.

GROSS PROFIT MARGIN

The consolidated gross profit margin decreased to 16% from 18% in the first quarter of the preceding year. Engine Segment margins decreased to 17% in fiscal 2005 from 18% in fiscal 2004. Manufacturing spending increased by $11 million, primarily due to increased raw material and component costs, which negatively impacted Engine Segment margins. The majority of the cost increases reflect initiatives by vendors to increase prices on aluminum and steel. We are anticipating raw material and component costs to remain at these higher levels for the entire fiscal year. Partially offsetting the impact of rising costs was a favorable mix of higher margined product and pricing initiatives, which contributed $5 million to Engine Segment margins in the current year, in addition to $5 million from better absorption on increased production and cost reduction initiatives.

Power Products Segment margins for the first quarter decreased from 13% in fiscal 2004 to 11% in fiscal 2005. The acquisition of Simplicity contributed margins of $12 million after the application of purchase accounting on acquired inventory. Offsetting this increase were approximately $4 million in cost increases associated with expediting production in order to meet the significant generator demand created by storm activity in the quarter, market driven cost increases on steel and copper, increased pressure washer promotional activities, and 50% lower production levels of pressure washers. Production levels were down due to increased inventory levels going into the season and a decline in unit sales volume between years.

ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Engineering, selling, general and administrative expenses increased $22 million between years. $13 million of this increase is attributable to the inclusion of Simplicity’s operating expenses. The remaining increase is attributable to an $8 million increase in our provision for doubtful accounts receivable and increases in salaries and fringe benefit costs of $3 million, primarily in Europe, offset by $2 million in lower advertising spending in the quarter attributable to timing.

The $8 million increase in our provision for doubtful accounts year over year reflects a $10 million provision in the current year. The increase in the reserve is related to a $40 million account receivable due from a major

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

original equipment manufacturer, which we believe may not be fully collectible. Based on information available to date, we believe a $10 million reserve is sufficient to cover our estimate of the potential loss on this account.

INTEREST EXPENSE

Interest expense was $8 million in the first quarter of fiscal 2005, compared to $10 million in the first quarter of fiscal 2004. The reduction in interest expense is the result of the conversion of our $140 million 5% Convertible Senior Notes in the fourth quarter of fiscal 2004.

PROVISION FOR INCOME TAXES

The effective tax rate used in the first fiscal quarter of 2005 was 36%. This is management’s estimate of what the rate will be for the entire year. The rate for the first quarter of fiscal 2004 was 32% and was ultimately increased to 34% for the full 2004 fiscal year. The increase in the rate in the current quarter and year is attributable to increased earnings expectations, expected decreases in foreign income and state tax credits, and elimination of the tax benefit from the closing of a tax audit year.

LIQUIDITY AND CAPITAL RESOURCES

Cash flows used in operating activities for the first quarter of fiscal 2005 were $102 million, an increase of $5 million from the first quarter of fiscal 2004. This resulted from reduced earnings of $6 million, offset by decreased working capital requirements.

In the first quarter of fiscal 2005, cash used in investing activities was $229 million compared to $6 million in fiscal 2004. The $224 million increase in cash used in investing activities reflects the cash used for the acquisition of Simplicity. Planned increases in capital spending of $6 million in the current quarter were partially offset by $4 million received on the sale of certain assets of Briggs & Stratton Canada. In the prior year, we received $6 million as a refund of a portion of the cash paid for the BSPPG acquisition in fiscal 2001. The amount was to adjust the original purchase price for the actual value received in acquired receivables and inventory. While there was no such refund in the current year, we did receive $7 million in cash dividends from our equity investment in Metal Technologies, Inc., the entity which acquired our two ductile iron foundries in August 1999.

Net cash provided by financing activities was $18 million in fiscal 2005, a $2 million increase from the $16 million net cash provided by financing activities in fiscal 2004. The increase is attributable to an increase in stock option activity and reduced payments on loans and notes payables between years.

FUTURE LIQUIDITY AND CAPITAL RESOURCES

As previously noted, we acquired Simplicity in July 2004, using available cash. We do not believe the acquisition of Simplicity will significantly alter our future liquidity and capital needs given its profitability and existing receivable financing arrangements. We also do not believe the collectibility of the $40 million receivable from an original equipment manufacturer will significantly alter our future liquidity.

We have remaining authorization to buy up to 1.8 million shares of our stock in open market or private transactions under the June 2000 Board of Directors’ authorization to repurchase up to 2.0 million shares. We did not purchase any shares in the first quarter of fiscal 2005 and do not anticipate repurchasing any shares during the remainder of fiscal 2005.

Management expects cash outflows for capital expenditures to be approximately $80-$87 million in fiscal 2005. These anticipated expenditures provide for continued investments in equipment and new products. These expenditures will be funded using available cash.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

Management believes that available cash, the credit facility, cash generated from operations, existing lines of credit and access to debt markets will be adequate to fund our capital requirements for the foreseeable future.

OFF-BALANCE SHEET ARRANGEMENTS

There have been no material changes since the September 9, 2004, filing of the Company’s Annual Report on Form 10-K.

CONTRACTUAL OBLIGATIONS

There have been no material changes since the September 9, 2004, filing of the Company’s Annual Report on Form 10-K.

CRITICAL ACCOUNTING POLICIES

There have been no material changes in Briggs & Stratton’s critical accounting policies since the September 9, 2004 filing of its Annual Report on Form 10-K. As discussed in our annual report, the preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements.

The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the recovery of accounts receivable and inventory reserves, as well as those used in the determination of liabilities related to customer rebates, pension obligations, post-retirement benefits, warranty, product liability, group health insurance and taxation. Various assumptions and other factors underlie the determination of these significant estimates. The process of determining significant estimates is fact specific and takes into account factors such as historical experience, current and expected economic conditions, product mix, and, in some instances, actuarial techniques. Briggs & Stratton re-evaluates these significant factors as facts and circumstances change.

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

This report contains certain forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. The words “anticipate”, “believe”, “estimate”, “expect”, “forecast”, “intend”, “may”, “objective”, “plan”, “project”, “seek”, “think”, “will”, and similar expressions are intended to identify forward-looking statements. The forward-looking statements are based on the Company’s current views and assumptions and involve risks and uncertainties that include, among other things, our customer’s ability to successfully obtain financing; the actions of other suppliers and the customers of the equipment manufacturer; actions by potential acquirers of the customers; the ability to successfully forecast demand for our products and appropriately adjust our manufacturing and inventory levels; changes in our operating expenses; changes in interest rates; the effects of weather on the purchasing patterns of consumers and original equipment manufacturers (OEMs); actions of engine manufacturers and OEMs with whom we compete; the seasonal nature of our business; changes in laws and regulations, including environmental, pension funding and accounting standards; work stoppages or other consequences of any deterioration in our employee relations; work stoppages by other unions that affect the ability of suppliers or customers to manufacture; acts of war or terrorism that may disrupt our business operations or those of our customers and suppliers; changes in customer and OEM demand; changes in prices of raw materials and parts that we purchase; changes in domestic economic conditions, including housing starts and changes in consumer disposable income; changes in foreign economic conditions, including currency rate fluctuations; new facts that come to light in the future course of litigation proceedings which could affect our assessment of those matters; our ability to successfully integrate the Simplicity acquisition; and other factors

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

that may be disclosed from time to time in our SEC filings or otherwise. Some or all of the factors may be beyond our control. We caution you that any forward-looking statement reflects only our belief at the time the statement is made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes since the September 9, 2004, filing of the Company’s Annual Report on Form 10-K.

ITEM 4.

CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.

INTERNAL CONTROL OVER FINANCIAL REPORTING

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

PART II - OTHER INFORMATION

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


2005 Fiscal Month	Total Number of Shares Purchased ⁽¹⁾		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan ⁽³⁾	Maximum Number of Shares that May Yet Be Purchased Under the Plan ⁽⁴⁾
June 28, 2004 to July 25, 2004	1,563	⁽²⁾	$	80.92	—	1,800,000
July 26, 2004 to August 22, 2004	—			—	—	1,800,000
August 23, 2004 to September 26, 2004	—			—	—	1,800,000

Total First Quarter	1,563		$	80.92	—

⁽¹⁾	All share repurchases were effected in accordance with the safe harbor provisions of Rule 10b-18 of the Securities Exchange Act.

⁽²⁾	Briggs & Stratton repurchased shares in a stock swap transaction under the equity-based programs.

⁽³⁾	Briggs & Stratton’s stock repurchase program was publicly announced in June 2000.

⁽⁴⁾	The Board of Directors authorized the repurchase of 2,000,000 shares of Briggs & Stratton common stock in open market or private transactions in June 2000.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Annual Meeting of Shareholders on October 20, 2004, director nominees named below were elected to a three-year term expiring in 2007 by the indicated votes cast for and withheld with respect to each nominee.


Name of Nominee	For	Withheld
William F. Achtmeyer	23,618,679	167,541
David L. Burner	23,393,609	392,611
Mary K. Bush	23,444,802	341,418

Directors whose terms of office continue past the Annual Meeting of Shareholders are: Robert J O’Toole, John S. Shiely, Charles I. Story, Jay H. Baker, Michael E. Batten, Brian C. Walker.

Shareholders ratified the selection of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm. The vote was 23,400,265 for the proposal, 349,193 against, with 36,762 abstentions.

Shareholders approved a proposal by the Board of Directors to double the number of authorized shares of common stock to 120 million shares. This will permit the company to proceed with a previously announced 2-for-1 stock split. The record date and effective date for the stock split was October 29, 2004, and distribution of the split shares will occur on November 9, 2004. The vote was 22,816,410 for the proposal, 945,621 against, with 24,189 abstentions.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

Shareholders approved a proposal to amend and restate the Briggs & Stratton Corporation Incentive Compensation Plan. The vote was 16,886,320 for the proposal, 4,125,841 against, 390,376 abstentions and 2,383,683 broker non-votes.

ITEM 5.

OTHER INFORMATION

Briggs & Stratton has no information to report pursuant to Item 5.

ITEM 6.

EXHIBITS


Exhibit Number		Description

3.1		Articles of Incorporation as amended effective October 29, 2004*

10.5		Amended and Restated Briggs & Stratton Corporation Incentive Compensation Plan*

10.6		Amended and Restated Premium Option and Restricted Stock Program*

10.12		Amended and Restated Director’s Premium Option and Stock Grant Program*

31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes - Oxley Act of 2002*

31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes - Oxley Act of 2002*

32.1		Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes - Oxley Act of 2002**

32.2		Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes - Oxley Act of 2002**

*	Filed herewith

**	Furnished herewith

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


				BRIGGS & STRATTON CORPORATION
				(Registrant)

Date: November 4, 2004				/s/ J AMES E. B RENN
				James E. Brenn Senior Vice President and Chief Financial Officer and Duly Authorized Officer

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

EXHIBIT INDEX


Exhibit Number		Description

3.1		Articles of Incorporation as amended effective October 29, 2004*

10.5		Amended and Restated Briggs & Stratton Corporation Incentive Compensation Plan*

10.6		Amended and Restated Premium Option and Restricted Stock Program*

10.12		Amended and Restated Director’s Premium Option and Stock Grant Program*

31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1		Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

32.2		Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

*	Filed herewith

**	Furnished herewith

BRIGGS & STRATTON CORPORATION

FORM 10-Q for Quarterly Period Ended September 26, 2004

Exhibit 3.1

Amendment to

Articles of Incorporation

RESOLVED, THAT the Articles of Incorporation of Briggs & Stratton Corporation shall be amended as follows:

ARTICLE III IS HEREBY AMENDED TO READ IN ITS ENTIRETY AS FOLLOWS:

ARTICLE III

Capital Stock

The aggregate number of shares which the corporation shall have authority to issue is One Hundred Twenty Million (120,000,000) shares, consisting of one class only, designated as “Common Stock,” of the par value of One Cent ($0.01) per share.



Executed on October 27, 2004								/s/ Robert F. Heath
								Robert F. Heath, Vice President, General Counsel and Secretary

[As filed with the Wisconsin Department of Financial Institutions on October 29, 2004]

ARTICLES OF INCORPORATION

BRIGGS & STRATTON CORPORATION

The undersigned incorporator, acting as incorporator of a corporation under the Wisconsin Business Corporation Law Chapter 180 of the Wisconsin Statutes (the “WBCL”), adopts the following Articles of Incorporation for such corporation:

ARTICLE I

Name

The name of the corporation is Briggs & Stratton Corporation.

ARTICLE II

Purposes

The purposes for which the corporation is organized are to engage in any lawful activity within the purposes for which a corporation may be organized under the WBCL.

ARTICLE III

Capital Stock

The aggregate number of shares which the corporation shall have authority to issue is Sixty Million (60,000,000) shares, consisting of one class only, designated as “Common Stock,” of the par value of One Cent ($0.01) per share.

ARTICLE IV

Preemptive Rights

No holder of any stock of the corporation shall have any preemptive right to purchase, subscribe for, or otherwise acquire any shares of stock of the corporation of any class now or hereafter authorized, or any securities exchangeable for or convertible into such shares.

ARTICLE V

Board of Directors

(a) The authorized number of directors of the corporation which shall constitute the entire Board of Directors shall be such as from time to time shall be determined by a majority of the then authorized number of directors, but in no case shall the authorized number of directors be less than seven (7) or more than twelve (12). The directors shall be divided with respect to the time for which they severally hold office into three (3) classes, as nearly equal in number as possible, as determined by the Board of Directors, with the members of each class to hold office until their successors have been elected and qualified, or until their earlier resignation or removal. At each annual meeting of shareholders, the successors of the members of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of shareholders held in the third year following the year of their election. No decrease in the number of directors constituting the Board of Directors shall shorten the term of an incumbent director.

(b) Any director may be removed from office by the shareholders, but only for cause and only by the affirmative vote of a majority of the votes then entitled to be cast in an election of directors.

(c) Any vacancy occurring on the Board of Directors, including, but not limited to, a vacancy created by an increase in the number of directors or the removal of a director, shall be filled only by the affirmative vote of a majority of the directors then in office, even if such majority is less than a quorum of the Board of Directors, or by a sole remaining director. If no director remains in office, any vacancy may be filled by the shareholders. Any director elected to fill a vacancy shall serve until the next election of the class for which such director shall have been chosen.

ARTICLE VI

Shareholder Consent Actions

Action required or permitted by the WBCL to be taken at a shareholders’ meeting may be taken without a meeting by shareholders who would be entitled to vote at a meeting shares with voting power sufficient to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote were present and voted. The action must be evidenced by one or more written consents describing the action taken, signed by the shareholders consenting thereto and delivered to the corporation for inclusion in its corporate records. Such a consent has the effect of a meeting vote and may be described as such in any document. Such action shall be effective when consents representing the required number of shares are delivered to the corporation, unless the consent specifies a different effective date.

ARTICLE VII

Shareholder Vote Required

Unless a greater number of affirmative votes is required by the WBCL or these Articles of Incorporation, action on a matter, including the election of directors, by shareholders is approved only if a majority of the votes represented in person or by proxy at a meeting at which a quorum is present are cast in favor of the action.

ARTICLE VIII

Registered Office and Agent

The address of the initial registered office of the corporation is 12301 West Wirth Street, Wauwatosa, Milwaukee County, Wisconsin 53222 and the name of its initial registered agent at such address is Thomas R. Savage.

ARTICLE IX

Incorporator

The name and address of the incorporator is Thomas W. O’Brien, 411 East Wisconsin Avenue, Milwaukee, WI 53202.

BRIGGS & STRATTON CORPORATION

FORM 10-Q for Quarterly Period Ended September 26, 2004

Exhibit No. 10.5

AMENDED AND RESTATED BRIGGS & STRATTON

CORPORATION INCENTIVE COMPENSATION PLAN

As Modified October 29, 2004

THE BRIGGS & STRATTON CORPORATION

INCENTIVE COMPENSATION PLAN

Section 1. Purpose; Definitions.

The purpose of the Plan is to enable key employees and directors of the Company, its subsidiaries and affiliates to participate in the Company’s future by offering them proprietary interests in the Company. The Plan also provides a means through which the Company can attract and retain key employees and directors of merit.

For purposes of the Plan, the following terms are defined as set forth below:

(a)

“ Board ” means the Board of Directors of the Company.

(b)

“ Cash Bonus Award ” means an award pursuant to Section 9.

(c)

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

(d)

“ Commission ” means the Securities and Exchange Commission or any successor agency.

(e)

“ Committee ” means the Committee referred to in Section 2.

(f)

“ Company ” means Briggs & Stratton Corporation, a corporation organized under the laws of the State of Wisconsin, or any successor corporation.

(g)

“ Deferred Stock ” means an award made pursuant to Section 8.

(h)

“ Directors’ Fees in Stock ” means an award of stock made to a director pursuant to Section 10.

(i)

“ Disability ” means permanent and total disability as determined under procedures established by the Committee for purposes of the Plan.

(j)

“ Early Retirement ” means retirement from active employment with the Company, a subsidiary or affiliate pursuant to the early retirement provisions of the applicable pension plan of such employer.

(k)

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

(l)

“ Fair Market Value ” means, except as provided in Sections 5(k) and 6(b)(ii), the mean, as of any given date, between the highest and lowest reported sales prices of the Stock on the New York

Stock Exchange or, if no such sale of Stock occurs on the New York Stock Exchange on such date, the fair market value of the Stock as determined by the Committee in good faith.

(m)

“ Incentive Stock Option ” means any Stock Option intended to be and designated as an “incentive stock option” within the meaning of Section 422 of the Code.

(n)

“ Non–Qualified Stock Option ” means any Stock Option that is not an Incentive Stock Option.

(o)

“ Normal Retirement ” means retirement from active employment or service with the Company, a subsidiary or affiliate at or after age 65 with respect to employees and in accordance with the Board service policy with respect to Directors.

(p)

“ Plan ” means The Briggs & Stratton Corporation Incentive Compensation Plan, as set forth herein and as hereinafter amended from time to time.

(q)

“ Restricted Stock ” means an award under Section 7.

(r)

“ Retirement ” means Normal or Early Retirement.

(s)

“ Rule 16b–3 ” means Rule 16b–3, as promulgated by the Commission under Section 16(b) of the Exchange Act, as amended from time to time.

(t)

“ Stock ” means the Common Stock, $0.01 par value, of the Company.

(u)

“ Stock Appreciation Right ” means a right granted under Section 6.

(v)

“ Stock Option ” or “ Option ” means an option granted under Section 5.

In addition, the terms “Change in Control” and “Change in Control Price” have the meanings set forth in Sections 11(b) and (c), respectively.

Section 2. Administration.

For awards that may be granted to eligible employees, the Plan shall be administered by the Compensation Committee of the Board or such other committee of the Board, which shall be constituted to permit the Plan to comply with Rule 16b–3 and Section 162(m) of the Code, who shall be appointed by the Board and who shall serve at the pleasure of the Board. If at any time no Committee shall be in office, the functions of the Committee specified in the Plan shall be exercised by the Board. For awards that may be granted to directors, the Plan shall be administered by the entire Board. The term “Committee” shall refer to the Compensation Committee of the Board or such other committee appointed by the Board with respect to the awards granted to eligible employees and the entire Board with respect to awards that may be granted to directors.

The Committee shall have plenary authority to grant to eligible employees, pursuant to the terms of the Plan, Stock Options, Stock Appreciation Rights, Restricted Stock, Deferred Stock and Cash Bonus Awards. The Committee shall have plenary authority to grant to directors, pursuant to the terms of the Plan, Non–Qualified Stock Options and Directors’ Fees in Stock.

In particular, the Committee shall have the authority, subject to the terms of the Plan:

(a)

to select the officers and other key employees to whom Stock Options, Stock Appreciation Rights, Restricted Stock, Deferred Stock and Cash Bonus Awards may from time to time be granted;

(b)

to select the directors to whom Non–Qualified Stock Options and Directors’ Fees in Stock may from time to time be granted;

(c)

to determine whether and to what extent awards are to be granted hereunder;

(d)

to determine the number of shares to be covered by each award granted hereunder;

(e)

to determine the terms and conditions of any award granted hereunder (including, but not limited to, the share price, any restriction or limitation and any vesting acceleration or forfeiture waiver regarding any Stock Option or other award and the shares of Stock relating thereto, based on such factors as the Committee shall determine);

(f)

to adjust the performance goals and measurements applicable to performance–based awards pursuant to the terms of the Plan;

(g)

to determine under what circumstances a Stock Option may be settled in cash, Deferred Stock or Restricted Stock under Section 5(k);

(h)

to determine if and when any outstanding Stock Options shall be converted to Stock Appreciation Rights as described in Section 6(a) of this Plan;

(i)

to determine to what extent and under what circumstances Stock and other amounts payable with respect to an award shall be deferred; and

(j)

to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable, to interpret the terms and provisions of the Plan and any award issued under the Plan (and any agreement relating thereto) and to otherwise supervise the administration of the Plan.

The Committee may act only by a majority of its members then in office, except that the members thereof may authorize (a) any one or more of their number or any officer of the Company to execute and deliver documents on behalf of the Committee, and (b) the chief executive officer of the Company to grant Restricted Stock to key employees who are not officers of the Company.

Any determination made by the Committee pursuant to the provisions of the Plan with respect to any award shall be made in its sole discretion at the time of the grant of the award or, unless in contravention of any express term of the Plan, at any time thereafter. All decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding on all persons, including the Company and Plan participants.

Section 3. Stock Subject to Plan.

The total number of shares of Stock reserved and available for future distribution under the Plan upon its approval by shareholders at the 2004 annual meeting shall be 8,000,000 shares. Such shares may consist, in whole or in part, of authorized and unissued shares or treasury shares. Only 4,000,000 shares in aggregate will be available for issuance as Restricted Stock or Deferred Stock, and only 1,000,000 shares in aggregate will be available for issuance as Incentive Stock Options. All Stock Options granted

under the Plan will be premium priced Stock Options with an exercise price of 110% of the Fair Market Value of the Company’s Stock on the date of grant.

Subject to Section 6(e)(iv), if any shares of Stock that have been optioned cease to be subject to a Stock Option, if any shares of Stock that are subject to any Restricted or Deferred Stock award are forfeited or if any Stock Option or other award otherwise terminates without a payment being made to the participant in the form of Stock, such shares shall again be available for distribution in connection with awards under the Plan.

In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, stock split or other change in corporate structure affecting the Stock, such substitution or adjustments shall be made in the aggregate number of shares reserved for issuance under the Plan, in the number and option price of shares subject to outstanding Stock Options, and in the number of shares subject to other outstanding awards granted under the Plan as may be determined to be appropriate by the Board, in its sole discretion; provided, however, that the number of shares subject to any award shall always be a whole number. Such adjusted option price shall also be used to determine the amount payable by the Company upon the exercise of any Stock Appreciation Right associated with any Stock Option.

Except as stated above, no additional shares shall be added to the Plan without prior shareholder approval.

Section 4. Eligibility.

Officers and other key employees of the Company, its subsidiaries and affiliates who are responsible for or contribute to the management, growth and profitability of the business of the Company, its subsidiaries or affiliates are eligible to be granted Stock Options, Stock Appreciation Rights, Restricted Stock, Deferred Stock and Cash Bonus Awards. However, no employee shall be eligible to receive awards covering more than 230,000 Stock Options and Stock Appreciation Rights and 160,000 shares of Restricted Stock and Deferred Stock in any fiscal year. Directors of the Company are eligible to be granted Non–Qualified Stock Options and Directors’ Fees in Stock.

Section 5. Stock Options.

Stock Options may be granted alone or in addition to other awards granted under the Plan and may be of two types: Incentive Stock Options and Non–Qualified Stock Options. Any Stock Option granted under the Plan shall be in such form as the Committee may from time to time approve.

The Committee shall have the authority to grant any optionee Incentive Stock Options, Non–Qualified Stock Options or both types of Stock Options (in each case with or without Stock Appreciation Rights). Incentive Stock Options may be granted only to employees of the Company and its subsidiaries (within the meaning of Section 425(f) of the Code). To the extent that any Stock Option does not qualify as an Incentive Stock Option, it shall constitute a separate Non–Qualified Stock Option.

Stock Options shall be evidenced by option agreements, the terms and provisions of which may differ. An option agreement shall indicate on its face whether it is an agreement for Incentive Stock Options or Non–Qualified Stock Options. The grant of a Stock Option shall occur on the date the Committee specifies by resolution, which shall be on or after the date it selects an individual as a participant in any grant of Stock Options, determines the number of Stock Options to be granted to such individual and specifies the terms and provisions of the option agreement. The Company shall notify a participant of any grant of Stock

Options, and a written option agreement or agreements shall be duly executed and delivered by the Company.

Anything in the Plan to the contrary notwithstanding, no term of the Plan relating to Incentive Stock Options shall be interpreted, amended or altered nor shall any discretion or authority granted under the Plan be exercised so as to disqualify the Plan under Section 422 of the Code or, without the consent of the optionee affected, to disqualify any Incentive Stock Option under such Section 422.

Options granted under the Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions as the Committee shall deem desirable:

(a)

Option Price . The option price per share of Stock purchasable under a Stock Option shall be equal to 110% of the Fair Market Value of the Stock at time of grant.

(b)

Option Term . The term of each Stock Option shall be fixed by the Committee, but no Incentive Stock Option shall be exercisable more than 10 years after the date the Option is granted, and no Non–Qualified Stock Option shall be exercisable more than 10 years and one day after the date the Option is granted.

(c)

Exercisability . Stock Options shall be exercisable commencing 3 years after the grant date, subject to Sections 5(f), (g) and (h) and such other terms and conditions as shall be determined by the Committee. If the Committee provides that any Stock Option is exercisable only in installments, the Committee may at any time waive such installment exercise provisions, in whole or in part, based on such factors as the Committee may determine.

(d)

Method of Exercise . Subject to the provisions of this Section 5, Stock Options may be exercised, in whole or in part, at any time during the option exercise period by giving written notice of exercise to the Company specifying the number of shares to be purchased.

Such notice shall be accompanied by payment in full of the purchase price by certified or bank check or such other instrument as the Company may accept. As determined by the Committee, payment in full or in part may also be made in the form of unrestricted Stock already owned by the optionee or, in the case of the exercise of a Non–Qualified Stock Option, Restricted Stock or Deferred Stock subject to an award hereunder (based, in each case, on the Fair Market Value of the Stock on the date the Stock Option is exercised); provided, however, that, in the case of an Incentive Stock Option, the right to make a payment in the form of already owned shares may be authorized only at the time the Stock Option is granted.

If payment of the option exercise price of a Non–Qualified Stock Option is made in whole or in part in the form of Restricted Stock or Deferred Stock, such Restricted Stock or Deferred Stock (and any replacement shares relating thereto) shall remain (or be) restricted or deferred, as the case may be, in accordance with the original terms of the Restricted Stock award or Deferred Stock award in question, and any additional Stock received upon the exercise shall be subject to the same forfeiture restrictions or deferral limitations, unless otherwise determined by the Committee.

No shares of Stock shall be issued until full payment therefor has been made. Subject to any forfeiture restrictions or deferral limitations that may apply if a Stock Option is exercised using Restricted Stock or Deferred Stock, an optionee shall have all of the rights of a stockholder of the Company, including the right to vote the shares and the right to receive dividends, with respect to shares subject to the Stock Option when the optionee has given written notice of

exercise, has paid in full for such shares and, if requested, has given the representation described in Section 15(a).

(e)

Non–transferability of Options . No Stock Option shall be transferable by the optionee other than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the optionee’s lifetime, only by the optionee or by the guardian or legal representative of the optionee, it being understood that the terms “holder” and “optionee” include the guardian and legal representative of the optionee named in the option agreement and any person to whom an option is transferred by will or the laws of descent and distribution.

(f)

Termination by Death . Subject to Section 5(j), if an optionee’s employment or service terminates by reason of death, any Stock Option held by such optionee may thereafter be exercised, to the extent then exercisable for the balance of the term of the Stock Option or, if the Stock Option is not yet exercisable on the optionee’s date of death, for a period of one year (or such other period as the Committee may specify) from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is the shorter.

(g)

Termination by Reason of Disability . Subject to Section 5(j), if an optionee’s employment or service terminates by reason of Disability, any Stock Option held by such optionee may thereafter be exercised by the optionee, to the extent it was exercisable at the time of termination or on such accelerated basis as the Committee may determine, for a period of three years (or such shorter period as the Committee may specify at grant) from the date of such termination or until the expiration of the stated term of such Stock Option, whichever period is the shorter; provided, however, that, if the optionee dies within such three–year period (or such shorter period), any unexercised Stock Option held by such optionee shall, notwithstanding the expiration of such three–year (or such shorter) period, continue to be exercisable to the extent to which it was exercisable at the time of death for a period of 12 months from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is the shorter. In the event of termination by reason of Disability, if an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for purposes of Section 422 of the Code, such Stock Option will thereafter be treated as a Non–Qualified Stock Option.

(h)

Termination by Reason of Retirement . Subject to Section 5(j), if an optionee’s employment or service terminates by reason of Retirement, any Stock Option held by such optionee may thereafter be exercised by the optionee, to the extent it was exercisable at the time of such Retirement or on such accelerated basis as the Committee may determine, for a period of three years (or such shorter period as the Committee may specify at grant) from the date of such termination or until the expiration of the stated term of such Stock Option, whichever period is the shorter; provided, however, that, if the optionee dies within such three–year (or such shorter) period any unexercised Stock Option held by such optionee shall, notwithstanding the expiration of such three–year (or such shorter) period, continue to be exercisable to the extent to which it was exercisable at the time of death for a period of 12 months from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is the shorter. In the event of termination by reason of Retirement, if an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for purposes of Section 422 of the Code, such Stock Option will thereafter be treated as a Non–Qualified Stock Option.

(i)

Other Termination . Unless otherwise determined by the Committee, if an optionee’s employment or service terminates for any reason other than death, Disability or Retirement, the Stock Option shall thereupon terminate, except that such Stock Option, to the extent then exercisable, may be exercised for the balance of such Stock Option’s term. Notwithstanding the foregoing, if an optionee’s employment or service terminates at or after a Change in Control (as defined in

Section 12(b)), other than by reason of death, Disability or Retirement, any Stock Option held by such optionee shall be exercisable for the lesser of (x) six months and one day, and (y) the balance of such Stock Option’s term pursuant to Section 5(b).

(j)

Incentive Stock Option Limitations . To the extent required for “incentive stock option” status under Section 422 of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the Stock with respect to which Incentive Stock Options granted after 1986 are exercisable for the first time by the optionee during any calendar year under the Plan and any other stock option plan of any subsidiary or parent corporation (within the meaning of Section 425 of the Code) after 1986 shall not exceed $100,000.

The Committee is authorized to provide at grant that, to the extent permitted under Section 422 of the Code, if a participant’s employment with the Company and its subsidiaries is terminated by reason of death, Disability or Retirement and the portion of any Incentive Stock Option that is otherwise exercisable during the post–termination period specified under Sections 5(f), (g) or (h), applied without regard to this Section 5(j), is greater than the portion of such option that is exercisable as an “incentive stock option” during such post–termination period under Section 422, such post–termination period shall automatically be extended (but not beyond the original option term) to the extent necessary to permit the optionee to exercise such Incentive Stock Option (either as an Incentive Stock Option or, if exercised after the expiration periods that apply for the purposes of Section 422, as a Non–Qualified Stock Option).

(k)

Cashing Out of Option: Settlement of Spread Value in Deferred or Restricted Stock . On receipt of written notice to exercise, the Committee may elect to cash out all or part of the portion of any Stock Option to be exercised by paying the optionee an amount, in cash or Stock, equal to the excess of the Fair Market Value of the Stock over the option price (the “Spread Value”) on the effective date of such cash out.

Cash outs relating to options held by optionees who are actually or potentially subject to Section 16(b) of the Exchange Act shall comply with the “window period” provisions of Rule 16b–3, to the extent applicable, and, in the case of cash outs of Non–Qualified Stock Options held by such optionees, the Committee may determine Fair Market Value under the pricing rule set forth in Section 6(b)(ii)(B).

In addition, if the option agreement so provides at grant or is amended after grant and prior to exercise to so provide (with the optionee’s consent), the Committee may require that all or part of the shares to be issued with respect to the Spread Value payable in the event of a cash out of an unexercised Stock Option or the Spread Value portion of an exercised Stock Option take the form of Deferred or Restricted Stock, which shall be valued on the date of exercise on the basis of the Fair Market Value of such Deferred or Restricted Stock, determined without regard to the deferral limitations or forfeiture restrictions involved. Notwithstanding any other provision of this Plan, upon a Change in Control (as defined in Section 11(b)) other than a Change in Control specified in clause (i) of Section 11(b) arising as a result of beneficial ownership (as defined therein) by the Participant of Outstanding Company Common Stock or Outstanding Company Voting Securities (as such terms are defined below), in the case of Stock Options other than Stock Options held by an officer or director of the Company (within the meaning of Section 16 of the Exchange Act) which were granted less than six months prior to the Change in Control, during the 60–day period from and after a Change in Control (the “Exercise Period”), unless the Committee shall determine otherwise at the time of grant, an optionee shall have the right, in lieu of the payment of the exercise price of the shares of Stock being purchased under the Stock Option and by giving notice to the Company, to elect (within the Exercise Period) to surrender all or part of the Stock Option to the Company and to receive cash, within 30 days of such notice, in

an amount equal to the amount by which the “Change in Control Price” (as defined in Section 11(c)) per share of Stock on the date of such election shall exceed the exercise price per share of Stock under the Stock Option multiplied by the number of shares of Stock granted under the Stock Option as to which the right granted under this Section 5(k) shall have been exercised.

Section 6. Stock Appreciation Rights.

(a)

Grant of SARs . Stock Appreciation Rights may be granted alone (“Freestanding SARs”) or in conjunction with all or part of any Stock Option granted under the Plan (“Tandem SARs”), or in any combination of these forms of SARs. The Committee shall determine the officers and key employees to whom and the time or times at which SAR grants will be made, the number of SARs to be awarded, the time or times within which such awards may be subject to forfeiture and any other terms and conditions of the awards. In the case of Stock Appreciation Rights granted in conjunction with a Non–Qualified Stock Option, such rights may be granted either at or after the time of grant of such Stock Option. In the case of SARs granted in conjunction with an Incentive Stock Option, such rights may be granted only at the time of grant of such Stock Option. Each SAR Award shall be evidenced by an agreement that shall specify the Grant Price, the term of the SAR and such other provisions as the Committee shall determine.

(b)

Grant Price . The Grant Price for each SAR shall be determined by the Committee and shall be specified in the agreement. The Grant Price of a Freestanding SAR shall be equal to 110% of the Fair Market Value of the Shares on the date of grant. The Grant Price of Tandem SARs shall be equal to the Option Price of the related Option.

(c)

Term of SAR . The term of an SAR granted under the Plan shall be determined by the Committee, in its sole discretion, and specified in the SAR Award Agreement. A Tandem SAR shall terminate and no longer be exercisable upon the termination or exercise of the related Stock Option, except that, unless otherwise determined by the Committee at the time of grant, a Stock Appreciation Right granted with respect to less than the full number of shares covered by a related Stock Option shall not be reduced until the number of shares covered by an exercise or termination of the related Stock Option exceeds the number of shares not covered by the Stock Appreciation Right.

(d)

Exercise of SARs . A Freestanding SAR may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes. A Tandem SAR may be exercised by an optionee in accordance with Section 6(e) by surrendering the applicable portion of the related Stock Option in accordance with procedures established by the Committee. Upon such exercise and surrender, the optionee shall be entitled to receive an amount determined in the manner prescribed in Section 6(e). Stock Options which have been so surrendered shall no longer be exercisable to the extent the related Stock Appreciation Rights have been exercised.

(e)

General Terms and Conditions . SARs shall be subject to such terms and conditions as shall be determined by the Committee, including the following:

(i)

A Stock Appreciation Right shall not be exercisable during the first six months of its term by an individual who is actually or potentially subject to Section 16(b) of the Exchange Act, except that this limitation shall not apply in the event of death or Disability of the optionee prior to the expiration of the six–month period. Tandem SARs shall be exercisable only at such time or times and to the extent that the Stock Options to which they relate are exercisable in accordance with the provisions of Section 5 and this Section 6. Notwithstanding the foregoing,

(ii)

Upon the exercise of a Stock Appreciation Right, an optionee shall be entitled to receive an amount in cash, shares of Stock or both equal in value to the excess of the Fair Market Value of one share of Stock over the option price per share specified in the agreement multiplied by the number of shares in respect of which the Stock Appreciation Right shall have been exercised, with the Committee having the right to determine the form of payment.

In the case of Stock Appreciation Rights held by individuals who are actually or potentially subject to Section 16(b) of the Exchange Act, the Committee:

(a)

may require that such Stock Appreciation Rights be exercised only in accordance with the applicable “window period” provisions of Rule 16b–3; and

(b)

in the case of Stock Appreciation Rights relating to Non–Qualified Stock Options, may provide that the amount to be paid upon exercise of such Stock Appreciation Rights during a Rule 16b–3 “window period” shall be based on the highest mean sales price of the Stock on the New York Stock Exchange on any day during such “window period”.

(iii)

Except as otherwise provided in the agreement or otherwise determined at any time by the Committee, no Freestanding SAR granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Tandem SARs shall be transferable only when and to the extent that the underlying Stock Option would be transferable under Section 5(e).

(iv)

Upon the exercise of a Tandem SAR, the Stock Option or part thereof to which such Stock Appreciation Right is related shall be deemed to have been exercised for the purpose of the limitation set forth in Section 3 on the number of shares of Stock to be issued under the Plan, but only to the extent of the number of shares issued under the Stock Appreciation Right at the time of exercise based on the value of the Stock Appreciation Right at such time.

(f)

SARS in substitution for Stock Options . In the event the Company is not accounting for equity compensation under APB Opinion No. 25, the Committee shall have the ability to substitute Stock Appreciation Rights for outstanding Stock Options, without receiving an optionee’s permission and with such Stock Appreciation Rights to be paid in Stock or cash, at the Committee’s discretion. The terms of the substituted Stock Appreciation Rights shall be the same as the terms of the Stock Options and the aggregate difference between the Fair Market Value of the underlying Stock and the grant price of the Stock Appreciation Rights shall be equivalent to the aggregate difference between the Fair Market Value of the underlying Stock and the option price of the Stock Options. If, in the opinion of the Company’s auditors, this provision creates adverse accounting consequences for the Company, the Committee shall have the authority to revoke this provision, after which it shall be considered null and void.

Section 7. Restricted Stock.

(a)

Administration . Shares of Restricted Stock may be issued either alone or in addition to other awards granted under the Plan. The Committee shall determine the officers and key employees to whom and the time or times at which grants of Restricted Stock will be made, the number of

shares to be awarded, the time or times within which such awards may be subject to forfeiture and any other terms and conditions of the awards, in addition to those contained in Section 7(c).

The Committee may condition the grant of Restricted Stock upon the attainment of specified performance goals or such other factors or criteria as the Committee shall determine. The provisions of Restricted Stock awards need not be the same with respect to each recipient.

(b)

Awards and Certificates . Each participant receiving a Restricted Stock award shall be issued a certificate in respect of such shares of Restricted Stock. Such certificate shall be registered in the name of such participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such award, substantially in the following form:

“The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of The Briggs & Stratton Corporation Incentive Compensation Plan and a Restricted Stock Agreement. Copies of such Plan and Agreement are on file at the offices of Briggs & Stratton Corporation, 12301 West Wirth Street, Wauwatosa, Wisconsin 53222.”

The Committee may require that the certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that, as a condition of any Restricted Stock award, the participant shall have delivered a stock power, endorsed in blank, relating to the Stock covered by such award.

(c)

Terms and Conditions . Shares of Restricted Stock shall be subject to the following terms and conditions:

(i)

Subject to the provisions of the Plan and the Restricted Stock Agreement referred to in Section 7(c)(vi), during a period set by the Committee, commencing with the date of such award (the “Restriction Period”), the participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber shares of Restricted Stock. Within these limits, the Committee may provide for the lapse of such restrictions in installments and may accelerate or waive such restrictions, in whole or in part, based on service, performance and such other factors or criteria as the Committee may determine.

(ii)

Except as provided in this paragraph (ii) and Section 7(c)(i), the participant shall have, with respect to the shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the shares and the right to receive any cash dividends. If required by the Committee, cash dividends shall be automatically deferred and reinvested in additional Restricted Stock and dividends payable in Stock shall be paid in the form of Restricted Stock.

(iii)

Except to the extent otherwise provided in the applicable Restricted Stock Agreement and Sections 7(c)(i) and (iv), upon termination of a participant’s employment for any reason during the Restriction Period, all shares still subject to restriction shall be forfeited by the participant.

(iv)

In the event of hardship or other special circumstances of a participant whose employment is involuntarily terminated (other than for cause), the Committee may waive in whole or in part any or all remaining restrictions with respect to such participant’s shares of Restricted Stock.

(v)

If and when the Restriction Period expires without a prior forfeiture of the Restricted Stock subject to such Restriction Period, unlegended certificates for such shares shall be delivered to the participant.

(vi)

Each award shall be confirmed by, and be subject to the terms of, a Restricted Stock Agreement.

Section 8. Deferred Stock.

(a)

Administration . Deferred Stock may be awarded either alone or in addition to other awards granted under the Plan. The Committee shall determine the officers and key employees to whom and the time or times at which Deferred Stock shall be awarded, the number of shares of Deferred Stock to be awarded to any participant, the duration of the period (the “Deferral Period”) during which, and the conditions under which, receipt of the Stock will be deferred and any other terms and conditions of the award, in addition to those contained in Section 8(b). The Committee may condition the grant of Deferred Stock upon the attainment of specified performance goals or such other factors or criteria as the Committee shall determine. The provisions of Deferred Stock awards need not be the same with respect to each recipient.

(b)

Terms and Conditions . Deferred Stock awards shall be subject to the following terms and conditions:

(i)

Subject to the provisions of the Plan and the Deferred Stock Agreement referred to in Section 8(b)(vii), Deferred Stock awards may not be sold, assigned, transferred, pledged or otherwise encumbered during the Deferral Period. At the expiration of the Deferral Period (or Elective Deferral Period as defined in Section 8(b)(vi), where applicable), share certificates shall be delivered to the participant for the shares covered by the Deferred Stock award.

(ii)

Unless otherwise determined by the Committee, amounts equal to any dividends declared during the Deferral Period with respect to the number of shares covered by a Deferred Stock award will be awarded, automatically deferred and deemed to be reinvested in additional Deferred Stock.

(iii)

Except to the extent otherwise provided in the applicable Deferred Stock Agreement and Sections 8(b)(iv) and (v), upon termination of a participant’s employment for any reason during the Deferral Period, the rights to the shares still covered by the Deferred Stock award shall be forfeited.

(iv)

Based on service, performance and such other factors or criteria as the Committee may determine, the Committee may provide for the lapse of deferral limitations in installments and may accelerate the vesting of all or any part of any Deferred Stock award and waive the deferral limitations for all or any part of such award.

(v)

In the event of hardship or other special circumstances of a participant whose employment is involuntarily terminated (other than for cause), the Committee may waive in whole or in part any or all remaining deferral limitations with respect to any or all of such participant’s Deferred Stock.

(vi)

A participant may elect to further defer receipt of the Deferred Stock payable under an award (or an installment of an award) for a specified period or until a specified event (the

“Elective Deferral Period”), subject in each case to the Committee’s approval and to such terms as are determined by the Committee. Subject to any exceptions adopted by the Committee, such election must generally be made at least 12 months prior to completion of the Deferral Period for the award (or for such installment of an award).

(vii)

Each award shall be confirmed by, and be subject to the terms of, a Deferred Stock Agreement.

Section 9. Cash Bonus Awards.

(a)

Administration . The Committee may establish cash bonus awards for executive officers either alone or in addition to other awards granted under the Plan. The Committee shall determine the time or times at which bonus awards shall be granted, and the conditions upon which such awards will be paid.

(b)

Terms and Conditions .

(i)

A cash bonus award shall be paid solely on account of the attainment of one or more preestablished, objective performance goals. Performance goals shall be based on one or more business criteria that apply to the individual, a business unit, or the corporation as a whole. It is intended that any performance goal will be in a form which relates the bonus to an increase in the value of the Company to its shareholders. Economic Value Added (“EVA ^® ”) improvement is the financial performance measure most closely correlated with increases in shareholder value. In general, EVA is the excess of net operating profit after taxes, less a capital charge which is intended to represent the return expected by the providers of the Company’s capital. Performance goals may also include stock price, market share, sales, earnings per share, return on equity, or costs. In addition, performance goals for any individual who is not a “covered employee”, as that term is defined in Section 162(m) of the Code, may be based upon such other factors as the Committee may determine.

(ii)

Performance goals shall be established in writing by the Committee not later than 90 days after the commencement of the period of service to which the performance goal relates. The preestablished performance goal must state, in terms of an objective formula or standard, the method for computing the amount of compensation payable to any employee if the goal is attained. It is intended that the bonus formula will be based upon a percentage of an individual’s salary or base pay. Upon approval of the Plan by shareholders at the 2004 annual meeting, in no event shall the maximum bonus payable to any individual in any fiscal year exceed $3,000,000.

(iii)

Following the close of the performance period, the Committee shall determine whether the performance goal was achieved, in whole or in part, and determine the amount payable to each individual.

Section 10.

Directors’ Fees in Stock

The Board (acting as the Committee under the Plan) may pay all, or such portion as it shall from time to time determine, of the retainer and fees payable to the members of the Board in shares of Stock. The number of shares to be issued to directors, in lieu of the cash compensation to which they would otherwise

be entitled, shall be determined by the Board. The Board may permit directors to defer the issuance of Stock hereunder in accordance with such rules as the Board may determine.

Section 11. Change In Control Provisions.

(a)

Impact of Event . Notwithstanding any other provision of the Plan to the contrary, in the event of a Change in Control (as defined in Section 11(b)):

(i)

Any Stock Appreciation Rights and Stock Options outstanding as of the date such Change in Control is determined to have occurred and not then exercisable and vested shall become fully exercisable and vested to the full extent of the original grant; provided, however, that, in the case of the holder of Stock Appreciation Rights who is actually subject to Section 16(b) of the Exchange Act, such Stock Appreciation Rights shall have been outstanding for at least six months at the date such Change in Control is determined to have occurred.

(ii)

The restrictions and deferral limitations applicable to any Restricted Stock, Deferred Stock and Stock Purchase Rights shall lapse, and such Restricted Stock, Deferred Stock and Stock Purchase Rights shall become free of all restrictions and fully vested to the full extent of the original grant.

(b)

Definition of Change in Control . For purposes of the Plan, a “Change in Control” shall mean the happening of any of the following events:

(i)

The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d–3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of Stock of the Company (the “outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction described in clauses (i), (ii) and (iii) of paragraph (3) of this subsection (b) of this Section 11; or

(ii)

Individuals who, as of December 1, 1989, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to December 1, 1989 whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the lncumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(iii)

Approval by the shareholders of the Company and the subsequent consummation of a reorganization, merger or consolidation (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and

entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv)

Approval by the shareholders of the Company and the subsequent consummation of (i) a complete liquidation or dissolution of the Company or (ii) the sale or other disposition of all or substantially all of the assets of the Company, other than to a corporation, with respect to which following such sale or other disposition, (A) more than 60% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) less than 20% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by any Person (excluding any employee benefit plan (or related trust) of the Company or such corporation), except to the extent that such Person owned 20% or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities prior to the sale or disposition and (C) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such sale or other disposition of assets of the Company or were elected, appointed or nominated by the Board.

(c)

Change in Control Price . For purposes of the Plan, “Change in Control Price” means the highest price per share paid in any transaction reported on the New York Stock Exchange Composite Index or paid or offered in any bona fide transaction related to a potential or actual change in control of the Company at any time during the preceding 60 day period as determined by the Committee, except that, in the case of Incentive Stock Options and Stock Appreciation Rights

relating to Incentive Stock Options, such price shall be based only on transactions reported for the date on which the Committee decides to cash out such options.

Section 12. Amendments and Termination.

The Board may amend, alter, or discontinue the Plan but no amendment, alteration or discontinuation shall be made which would impair the rights of an optionee under a Stock Option or a recipient of a Stock Appreciation Right, Restricted Stock Award, Deferred Stock Award and Cash Bonus Award theretofore granted without the optionee’s or recipient’s consent, or without the approval of the Company’s stockholders, if shareholder approval of the change would be required to comply with Rule 16b–3 or the Code.

The Committee may amend the terms of any Stock Option or other award theretofore granted, prospectively or retroactively, but no such amendment shall impair the rights of any holder without the holder’s consent. Options issued under any of the Corporation’s existing stock option plans will not be repriced, replaced, or regranted through cancellation, or by lowering the option exercise price of a previously granted award, without the prior approval of the Company’s shareholders.

Subject to the above provisions, the Board shall have authority to amend the Plan to take into account changes in law and tax and accounting rules, as well as other developments.

Section 13. Unfunded Status of Plan.

It is presently intended that the Plan constitute an “unfunded” plan for incentive and deferred compensation. The Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Stock or make payments; provided, however, that, unless the Committee otherwise determines, the existence of such trusts or other arrangements is consistent with the “unfunded” status of the Plan.

Section 14. General Provisions.

(a)

The Committee may require each person purchasing shares pursuant to a Stock Option or a Stock Purchase Right to represent to and agree with the Company in writing that the optionee or participant is acquiring the shares without a view to the distribution thereof. The certificates for such shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer.

All certificates for shares of Stock or other securities delivered under the Plan shall be subject to such stock transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Commission, any stock exchange upon which the Stock is then listed and any applicable Federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(b)

Nothing contained in this Plan shall prevent the Company, a subsidiary or affiliate from adopting other or additional compensation arrangements for its employees.

(c)

The adoption of the Plan shall not confer upon any employee any right to continued employment nor shall it interfere in any way with the right of the Company, a subsidiary or affiliate to terminate the employment of any employee at any time.

(d)

No later than the date as of which an amount first becomes includible in the gross income of the participant for Federal income tax purposes with respect to any award under the Plan, the participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any Federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Company, withholding obligations may be settled with Stock, including Stock that is part of the award that gives rise to the withholding requirement. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company, its subsidiaries and affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the participant.

(e)

At the time of grant, the Committee may provide in connection with any grant made under this Plan that the shares of Stock received as a result of such grant shall be subject to a right of first refusal pursuant to which the participant shall be required to offer to the Company any shares that the participant wishes to sell at the then Fair Market Value of the Stock, subject to such other terms and conditions as the Committee may specify at the time of grant.

(f)

The reinvestment of dividends in additional Deferred or Restricted Stock at the time of any dividend payment shall only be permissible if sufficient shares of Stock are available under Section 3 for such reinvestment (taking into account then outstanding Stock Options, Stock Purchase Rights and other Plan awards).

(g)

The Committee shall establish such procedures as it deems appropriate for a participant to designate a beneficiary to whom any amounts payable in the event of the participant’s death are to be paid.

(h)

The Plan and all awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Wisconsin.

BRIGGS & STRATTON CORPORATION

FORM 10-Q for Quarterly Period Ended September 26, 2004

Exhibit No. 10.6

AMENDED AND RESTATED

PREMIUM OPTION AND RESTRICTED STOCK PROGRAM

As Amended and Restated

Effective 10-29-04

BRIGGS & STRATTON CORPORATION

PREMIUM OPTION AND RESTRICTED STOCK PROGRAM

As adopted by the Compensation Committee on April 20, 2004 and amended

by the Board of Directors on October 20 to be effective October 29, 2004

BRIGGS & STRATTON CORPORATION

PREMIUM OPTION AND RESTRICTED STOCK PROGRAM

1.0	Objectives

The Premium Option and Restricted Stock Program (“PORS Program”) is designed to build upon the Company’s Economic Value Added Incentive Compensation Plan (“EVA Plan”) by tying the interests of all Senior Executives to the long term consolidated results of the Company. In this way, the objectives of Senior Executives throughout the Company will be more closely aligned with the Company’s Shareholders. Whereas the EVA Plan provides for near and intermediate term rewards, the PORS Program provides a longer term focus by allowing Senior Executives to participate in the long-term appreciation in the equity value of the Company. In general, the PORS Program is structured such that each year an amount equivalent to the Total Bonus Payout under the EVA Plan is invested on behalf of Senior Executives in restricted shares of the Company’s Stock (“Restricted Shares”) and an amount equivalent to the Senior Executive’s Target Incentive Award is invested in premium options on the Company’s Stock (“PSOs”). The Restricted Shares vest five years after their date of grant. The PSOs vest and become exercisable after they have been held for three years, and they expire at the end of five years. The PSOs are structured so that a fair return must be provided to the Company’s Shareholders before they become valuable.

2.0	Restricted Share Grants

For fiscal 2005 and subsequent years, the dollar amount to be invested in Restricted Shares for each Senior Executive shall be equal to the amount of each Participant’s Total Bonus Payout determined under the EVA Plan. The number of Restricted Shares awarded shall be determined by dividing (a) the dollar amount of such Restricted Shares award by (b) the Fair Market Value of Company Stock on the date of grant as determined by the Committee, rounded (up or down) to the nearest 10 shares. Fair Market Value is defined in the Company’s Stock Incentive Plan (“SIP Plan”).

All Restricted Shares shall vest on the fifth anniversary of the date of grant regardless of whether such vesting date occurs before or after retirement and shall have such other terms and conditions as the Committee shall determine.

3.0	Premium Stock Option Grants

For fiscal 2005 and subsequent years, the dollar amount to be invested in PSOs for each Senior Executive shall be equal to the amount of each Participant’s Target Incentive Award determined under the EVA Plan. The number of PSOs awarded shall be determined by dividing (a) the dollar amount of such PSO award by (b) the Black-Scholes value of a share of Company stock based on its Fair Market Value on the date of the grant as determined by the Committee, rounded (up or down) to the nearest 10 shares. Fair Market Value is defined in the SIP Plan.

All PSOs shall vest and be exercisable beginning on the third anniversary of the date of grant and shall terminate on the fifth anniversary of the date of grant unless sooner exercised, unless the Committee determines other dates.

The exercise price for PSOs shall be 110% of the Fair Market Value per share of the Company’s Stock on the date of grant.

4.0	Limitations on Grants and Carryover

Notwithstanding Sections 2 and 3, the maximum number of Restricted Shares that may be granted to all Senior Executives for any Plan Year shall be 500,000, and the maximum number of PSOs that may be granted to all Senior Executives for any Plan Year shall be 730,000. In the event that the limitations 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 or Target Incentive Awards of all Senior Executives so that the limitations are not exceeded. The amount of any such reduction shall be carried forward to subsequent years and invested in Restricted Shares or PSOs to the extent the annual limitation is not exceeded in such years.

5.0	The Stock Incentive Plan

Except as modified herein, PSOs are Incentive Stock Options under the Company’s SIP Plan as amended from time to time to the extent they are eligible for treatment as such under Section 422 of the Internal Revenue Code. If not eligible for ISO treatment, the PSOs shall constitute nonqualified stock options. Except as specifically modified herein, PSOs shall be governed by the terms of the Company’s SIP Plan, and shall be granted as described in this Program annually unless the Committee modifies or terminates either the EVA Plan or the SIP Plan. As provided in the SIP Plan, all grants of PSOs to Participants who are subject to Sec. 16(b) of the Securities Exchange Act of 1934 are subject to approval of the Company Shareholders. In the event such approval is not obtained, this Program shall terminate.

6.0	Definitions

All capitalized terms used herein that are not otherwise defined shall have the same meaning given to them in the Company’s Economic Value Added Incentive Compensation Plan.

BRIGGS & STRATTON CORPORATION

FORM 10-Q for Quarterly Period Ended September 26, 2004

Exhibit No. 10.12

AMENDED AND RESTATED

DIRECTOR’S PREMIUM OPTION AND STOCK GRANT PROGRAM

As Amended and Restated

Effective 10-29-04

BRIGGS & STRATTON CORPORATION

DIRECTOR’S PREMIUM OPTION AND STOCK GRANT PROGRAM

As adopted by the Board of Directors on April 21, 2004 and amended

on October 20, 2004 to be effective October 29, 2004

BRIGGS & STRATTON CORPORATION

DIRECTOR’S PREMIUM OPTION AND STOCK GRANT PROGRAM

1.0	Objectives

The Director’s Premium Option and Stock Grant Program (“Program”) is designed to tie the interests of the Company’s directors to the long term market value added performance of the Company. In this way, the objectives of directors will be more closely aligned with those of the Company’s Shareholders. The Program will allow nonemployee directors to participate in the long-term appreciation in the equity value of the Company. In general, the Program is structured such that each nonemployee director receives unrestricted shares and premium options on the Company’s Stock (“PSOs”) as elements of annual compensation. The PSOs become exercisable after they have been held for three years, and they expire at the end of five years. The PSOs are structured so that a fair return must be provided to the Company’s Shareholders before they become valuable.

2.0	Administration

The Program shall be administered by the Board of Directors (“Board”).

3.0	Stock Subject to Plan

The total number of shares reserved and available for distribution as PSOs under the Program with respect to fiscal 2005 and subsequent years shall be 200,000 shares of the Company’s common stock, par value $0.01 per share (“Stock”). Such shares may consist, in whole or in part, of treasury or market purchase shares.

4.0	Eligibility

Each nonemployee director of the Company shall be eligible to participate in the Program.

5.0	Stock Grant

For fiscal 2005 and subsequent fiscal years, each nonemployee director of the Company who serves as a director through the end of the fiscal year shall receive 400 shares of the Company’s Stock and 4,000 PSOs.

PSO grants shall be evidenced by option agreements, the terms and provisions of which shall be determined by this Program or the Board. These grants will be awarded at the same time the

Company awards grants to Senior Executives. The PSOs shall constitute non-qualified stock options.

No PSO shall be transferable by the optionee other than by will or by the laws of descent and distribution, and all PSOs shall be exercisable, during the optionee’s lifetime, only by the optionee or by the guardian or legal representative of the optionee, it being understood that the terms “holder” and “optionee” include the guardian and legal representative of the optionee named in the option agreement and any person to whom an option is transferred by will or the laws of descent and distribution.

If an optionee’s service as a director terminates by reason of death, any PSO held by such optionee may thereafter be exercised, to the extent then exercisable or on such accelerated basis as the Board may determine, for a period of one year (or such other period as the Board may specify at grant) from the date of such death or until the expiration of the stated term of such PSO, whichever period is shorter.

When an optionee’s service as a director terminates due to reaching the mandatory retirement age or due to retirement upon reaching the end of the term for which elected, a PSO held by such optionee may thereafter be exercised by the optionee, to the extent it was exercisable at the time of such retirement or on such accelerated basis as the Board may determine, for a period of three years (or such shorter period as the Board may specify at grant) from the date of such retirement or until the expiration of the stated term of such PSO, whichever period is shorter; provided, however, that if the optionee dies within such three-year (or such shorter) period, any unexercised PSO held by such optionee shall, notwithstanding the expiration of such three-year (or such shorter) period, continue to be exercisable to the extent to which it was exercisable at the time of death for a period of one year from the date of such death or until the expiration of the stated term of such PSO, whichever period is shorter.

When an optionee’s service as a director terminates for any reason other than death or retirement as described above, unless otherwise determined by the Board at grant, the PSO shall thereupon terminate, except that such PSO, to the extent then exercisable, may be exercised for the lesser of three months or the balance of the term. Notwithstanding the foregoing, if an optionee’s service as a director terminates at or after a Change in Control (as defined in the Company’s Stock Incentive Plan), other than by death or retirement (as described above), any PSO held by such optionee shall be exercisable for the lesser of (x) six months and one day, and (y) the balance of such PSO’s term.

6.0

Term

All PSOs shall be exercisable beginning on the third anniversary of the date of grant, and shall terminate on the fifth anniversary of the date of grant, unless sooner exercised or the Board determines other dates at grant.

7.0	Exercise Price

The exercise price for PSOs granted hereunder shall be the exercise price for PSOs granted under the Premium Option and Restricted Stock Program for Senior Executives for that fiscal year.

8.0	Definitions

All capitalized terms used herein that are not otherwise defined shall have the same meaning given to them in the EVA Plan, Premium Option and Restricted Stock Program or Stock Incentive Plan.

9.0	Amendments and Termination

The Board may amend, alter, or discontinue the Program but no amendment, alteration or discontinuation shall be made which would impair the rights of an optionee under a PSO granted without the optionee’s or recipient’s consent.

The Board may amend the terms of any PSO theretofore granted, prospectively or retroactively, but no such amendment shall impair the rights of any holder without the holder’s consent.

Subject to the above provisions, the Board shall have authority to amend the Program to take into account changes in law and tax and accounting rules, as well as other developments.

10.0	Unfunded Status of Program

It is presently intended that the Program constitute an “unfunded” plan for incentive and deferred compensation. The Board may authorize the creation of trusts or other arrangements to meet the obligations created under the Program to deliver Stock; provided, however, that, unless the Board otherwise determines, the existence of such trusts or other arrangements is consistent with the “unfunded” status of the Program.

11.0	General Provisions

(a)	The Board may require each person purchasing shares pursuant to a PSO grant to represent to and agree with the Company in writing that the optionee or participant is acquiring the shares without a view to the distribution thereof.

All certificates for shares of Stock or other securities delivered under the Program shall be subject to such stock transfer orders and other restrictions as the Board may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Stock is then listed and any applicable Federal or state securities law, and the Board may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(b)	Nothing contained in this Program shall prevent the Company, a subsidiary or affiliate from adopting other or additional compensation arrangements for its nonemployee directors.

(c)	The adoption of the Program shall not confer upon any director any right to continue to serve as a director.

(d)	The Program and all awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Wisconsin.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

Form 10-Q for Quarterly Period Ended September 26, 2004

EXHIBIT 31.1

Certification of Principal Executive Officer

I, John S. Shiely, certify that:

I have reviewed this quarterly report on Form 10-Q of Briggs & Stratton Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: November 4, 2004				/s/ J OHN S. S HIELY
				John S. Shiely
				Chief Executive Officer

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

Form 10-Q for Quarterly Period Ended September 26, 2004

EXHIBIT 31.2

Certification of Principal Financial Officer

I, James E. Brenn, certify that:

I have reviewed this quarterly report on Form 10-Q of Briggs & Stratton Corporation;

(a)

(b)

(c)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: November 4, 2004				/s/ J AMES E. B RENN
				James E. Brenn
				Chief Financial Officer

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

Form 10-Q for Quarterly Period Ended September 26, 2004

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Briggs & Stratton Corporation (the “Company”) on Form 10-Q for the quarter ended March 28, 2004, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John S. Shiely, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: November 4, 2004				/s/ J OHN S. S HIELY
				John S. Shiely
				Chief Executive Officer

This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

Form 10-Q for Quarterly Period Ended September 26, 2004

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Briggs & Stratton Corporation (the “Company”) on Form 10-Q for the quarter ended September 26, 2004, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James E. Brenn, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: November 4, 2004				/s/ J AMES E. B RENN
				James E. Brenn
				Chief Financial Officer

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