BRIGGS & STRATTON CORP (Form: 10-K, Received: 08/26/2010 14:57:37)

Large accelerated filer ü

Accelerated filer

Smaller reporting company

Non-accelerated filer (Do not check if a smaller reporting company)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


(Mark One)
[ ü ]	ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended	JUNE 27, 2010
	OR
[ ]	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)


A Wisconsin Corporation		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)

Registrant’s telephone number, including area code: 414-259-5333

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class		Name of Each Exchange on Which Registered
Common Stock (par value $0.01 per share)		New York Stock Exchange

Common Share Purchase Rights		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ü No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No ü

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 ü No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes No ü

The aggregate market value of Common Stock held by nonaffiliates of the registrant was approximately $946.7 million based on the reported last sale price of such securities as of December 24, 2009, the last business day of the most recently completed second fiscal quarter.

Number of Shares of Common Stock Outstanding at August 23, 2010: 50,334,962.

DOCUMENTS INCORPORATED BY REFERENCE

Document

Part of Form 10-K Into Which Portions

of Document are Incorporated

Proxy Statement for Annual Meeting on October 20, 2010

Part III

The Exhibit Index is located on page 68.

BRIGGS & STRATTON CORPORATION

FISCAL 2010 FORM 10-K

TABLE OF CONTENTS


PART I		Page
Item 1.	Business	1
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	9
Item 2.	Properties	9
Item 3.	Legal Proceedings	10
Item 4.	(Removed and Reserved)	12
	Executive Officers of the Registrant	13
PART II
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	15
Item 6.	Selected Financial Data	16
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 8.	Financial Statements and Supplementary Data	26
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	64
Item 9A.	Controls and Procedures	64
Item 9B.	Other Information	64
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	64
Item 11.	Executive Compensation	65
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	65
Item 13.	Certain Relationships and Related Transactions, and Director Independence	65
Item 14.	Principal Accountant Fees and Services	65
PART IV
Item 15.	Exhibits and Financial Statement Schedules	65
	Signatures	67

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”, “could”, “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, 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, tax, pension funding and accounting standards; the ability to secure adequate working capital funding and meet related covenants; 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 confidence; changes in the market value of the assets in our defined benefit pension plan and any related funding requirements; changes in foreign economic conditions, including currency rate fluctuations; the ability to bring new productive capacity on line efficiently and with good quality; the ability to successfully realize the maximum market value of assets that may require disposal if products or production methods change; new facts that come to light in the future course of litigation proceedings which could affect our assessment of those matters; and other factors that may be disclosed from time to time in our SEC filings or otherwise, including the factors discussed in Item 1A, Risk Factors, of the Company’s Annual Report on Form 10-K and in its periodic reports on Form 10-Q. 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.

PART I

ITEM 1.

BUSINESS

Briggs & Stratton (the “Company”) is the world’s largest producer of air cooled gasoline engines for outdoor power equipment. Briggs & Stratton designs, manufactures, markets and services these products for original equipment manufacturers (OEMs) worldwide. These engines are aluminum alloy gasoline engines with displacements ranging from 141 to 993 cubic centimeters.

Additionally, through its wholly owned subsidiary, Briggs & Stratton Power Products Group, LLC, Briggs & Stratton is a leading designer, manufacturer and marketer of generators (portable and standby), pressure washers, snow throwers, lawn and garden powered equipment (primarily riding and walk behind mowers and tillers) and related service parts and accessories.

Briggs & Stratton conducts its operations in two reportable segments: Engines and Power Products. Further information about Briggs & Stratton’s business segments is contained in Note 7 of the Notes to Consolidated Financial Statements.

The Company’s Internet address is www.briggsandstratton.com. The Company makes available free of charge (other than an investor’s own Internet access charges) through its Internet website the Company’s Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after it electronically files such material with, or furnishes such material to, the Securities and Exchange Commission. Charters of the Audit, Compensation, Nominating and Governance Committees; Corporate Governance Guidelines and code of business conduct and ethics contained in the Briggs & Stratton Business Integrity Manual are available on the Company’s website and are available in print to any shareholder upon request to the Corporate Secretary.

Engines

General

Briggs & Stratton’s engines are used primarily by the lawn and garden equipment industry, which accounted for 83% of the segment’s fiscal 2010 engine sales to OEMs. Major lawn and garden equipment applications include walk-behind lawn mowers, riding lawn mowers, garden tillers and snow throwers. The remaining 17% of engine sales to OEMs in fiscal 2010 were for use on products for industrial, construction, agricultural and other consumer applications, that include generators, pumps and pressure washers. Many retailers specify Briggs & Stratton’s engines on the power equipment they sell, and the Briggs & Stratton name is often featured prominently on a product despite the fact that the engine is a component.

In fiscal 2010, approximately 28% of Briggs & Stratton’s Engines segment net sales were derived from sales in international markets, primarily to customers in Europe. Briggs & Stratton serves its key international markets through its European regional office in Switzerland, its distribution center in the Netherlands and sales and service subsidiaries and offices in Australia, Austria, Brazil, Canada, China, the Czech Republic, England, France, Germany, Italy, Japan, Mexico, New Zealand, Poland, Russia, South Africa, Sweden and the United Arab Emirates. Briggs & Stratton is a leading supplier of gasoline engines in developed countries where there is an established lawn and garden equipment market. Briggs & Stratton also exports engines to developing nations where its engines are used in agricultural, marine, construction and other applications. More detailed information about our foreign operations is in Note 7 of the Notes to Consolidated Financial Statements.

Briggs & Stratton engines are sold primarily by its worldwide sales force through direct calls on customers. Briggs & Stratton’s marketing staff and engineers in the United States provide support and technical assistance to its sales force.

Briggs & Stratton also manufactures replacement engines and service parts and sells them to sales and service distributors. Briggs & Stratton owns its principal international distributors. In the United States the distributors are independently owned and operated. These distributors supply service parts and replacement engines directly to independently owned, authorized service dealers throughout the world. These distributors and service dealers incorporate Briggs & Stratton’s commitment to reliability and service.

Customers

Briggs & Stratton’s engine sales are made primarily to OEMs. Briggs & Stratton’s three largest external engine customers in fiscal years 2010, 2009 and 2008 were Husqvarna Outdoor Products Group (HOP), MTD Products Inc. (MTD) and Deere & Company. Sales to the top three customers combined were 48%, 41% and 42% of Engines segment net sales in fiscal 2010, 2009 and 2008, respectively. Under purchasing plans available to all of its gasoline engine customers, Briggs & Stratton typically enters into annual engine supply arrangements.

Briggs & Stratton believes that in fiscal 2010 more than 80% of all lawn and garden powered equipment sold in the United States was sold through mass merchandisers such as The Home Depot, Inc. (The Home Depot), Lowe’s Companies, Inc. (Lowe’s), Sears Holdings Corporation (Sears) and Wal-Mart Stores, Inc. (Wal-Mart). Given the buying power of the mass merchandisers, Briggs & Stratton, through its customers, has continued to experience pricing pressure; however, the Company attempts to recover increases in commodity costs through increased pricing.

Competition

Briggs & Stratton’s major domestic competitors in engine manufacturing are Honda Motor Co., Ltd. (Honda), Kawasaki Heavy Industries, Ltd. (Kawasaki) and Kohler Co. (Kohler). Several Japanese and Chinese small engine manufacturers, of which Honda and Kawasaki are the largest, compete directly with Briggs & Stratton in world markets in the sale of engines to other OEMs and indirectly through their sale of end products.

Briggs & Stratton believes it has a significant share of the worldwide market for engines that power outdoor equipment.

Briggs & Stratton believes the major areas of competition from all engine manufacturers include product quality, brand strength, price, timely delivery and service. Other factors affecting competition are short-term market share objectives, short-term profit objectives, exchange rate fluctuations, technology, product support and distribution strength. Briggs & Stratton believes its product value and service reputation have given it strong brand name recognition and enhanced its competitive position.

Seasonality of Demand

Sales of engines to lawn and garden OEMs are highly seasonal because of consumer buying patterns. The majority of lawn and garden equipment is sold during the spring and summer months when most lawn care and gardening activities are performed. Sales of lawn and garden equipment are also influenced by consumer sentiment, employment levels, housing starts and weather conditions. Engine sales in Briggs & Stratton’s fiscal third quarter have historically been the highest, while sales in the first fiscal quarter have historically been the lowest.

In order to efficiently use its capital investments and meet seasonal demand for engines, Briggs & Stratton pursues a relatively balanced production schedule throughout the year. The schedule is adjusted to reflect changes in estimated demand, customer inventory levels and other matters outside the control of Briggs & Stratton. Accordingly, inventory levels generally increase during the first and second fiscal quarters in anticipation of customer demand. Inventory levels begin to decrease as sales increase in the third fiscal quarter. This seasonal pattern results in high inventories and low cash flow for Briggs & Stratton in the first, second and the beginning of the third fiscal quarters. The pattern results in higher cash flow in the latter portion of the third fiscal quarter and in the fourth fiscal quarter as inventories are liquidated and receivables are collected.

Manufacturing

Briggs & Stratton manufactures engines and parts at the following locations: Auburn, Alabama; Statesboro, Georgia; Murray, Kentucky; Poplar Bluff, Missouri; Wauwatosa, Wisconsin; Chongqing, China; and Ostrava, Czech Republic. Briggs & Stratton has a parts distribution center in Menomonee Falls, Wisconsin.

As announced in April 2007, the Company discontinued operations at the Rolla, Missouri facility during the second fiscal quarter of 2008. Engine manufacturing performed in Rolla was moved to the Chongqing, China and Poplar Bluff, Missouri plants.

Briggs & Stratton manufactures a majority of the structural components used in its engines, including aluminum die castings, carburetors and ignition systems. Briggs & Stratton purchases certain parts such as piston rings, spark plugs, valves, ductile and grey iron castings, plastic components, some stampings and

screw machine parts and smaller quantities of other components. Raw material purchases consist primarily of aluminum and steel. Briggs & Stratton believes its sources of supply are adequate.

Briggs & Stratton has joint ventures with Daihatsu Motor Company for the manufacture of engines in Japan, with Starting Industrial of Japan for the production of rewind starters and punch press components in the United States, and The Toro Company for the manufacture of two-cycle engines in China.

Briggs & Stratton has a strategic relationship with Mitsubishi Heavy Industries (MHI) for the global distribution of air cooled gasoline engines manufactured by MHI in Japan under Briggs & Stratton’s Vanguard ^™ brand.

Power Products

General

Power Products segment’s (Power Products) principal product lines include portable and standby generators, pressure washers, snow throwers and lawn and garden powered equipment. Power Products sells its products through multiple channels of retail distribution, including consumer home centers, warehouse clubs, mass merchants and independent dealers. Power Products product lines are marketed under various brands including Briggs & Stratton, Brute, Craftsman ^® , Ferris, John Deere ^® , GE ^® , Murray, Simplicity, Snapper, Victa and Troy-Bilt ^® .

Power Products has a network of independent dealers worldwide for the sale and service of snow throwers, standby generators and lawn and garden powered equipment.

To support its international business, Power Products has leveraged the existing Briggs & Stratton worldwide distribution network.

Customers

Historically, Power Products’ major customers have been Lowe’s, The Home Depot and Sears. Sales to these three customers combined were 33%, 35% and 34% of Power Products segment net sales in fiscal 2010, 2009 and 2008, respectively. Other U.S. customers include Wal-Mart, Deere & Company, Tractor Supply Inc., and a network of independent dealers.

Competition

The principal competitive factors in the power products industry include price, service, product performance, technical innovation and delivery. Power Products has various competitors, depending on the type of equipment. Primary competitors include: Honda (portable generators, pressure washers and lawn and garden equipment), Generac Power Systems, Inc. (portable and standby generators), Techtronic Industries (pressure washers and portable generators), Deere & Company (commercial and consumer lawn mowers), MTD (commercial and consumer lawn mowers), The Toro Company (commercial and consumer lawn mowers), and HOP (commercial and consumer lawn mowers).

Power Products believes it has a significant share of the North American market for portable generators and consumer pressure washers.

Seasonality of Demand

Power Products’ sales are subject to seasonal patterns. Due to seasonal and regional weather factors, sales of pressure washers and lawn and garden powered equipment are typically higher during the fiscal third and fourth quarters than at other times of the year. Sales of portable generators and snow throwers are typically higher during the first and second fiscal quarters.

Manufacturing

Power Products’ manufacturing facilities are located in Auburn, Alabama; McDonough, Georgia; Munnsville, New York; Newbern, Tennessee; Wauwatosa, Wisconsin; and Sydney, Australia. Power Products also purchases certain powered equipment under contract manufacturing agreements.

As previously disclosed, Power Products ceased operations at the Port Washington, Wisconsin facility during the second quarter of fiscal 2009 and moved production to the McDonough, Georgia; Newbern, Tennessee and Munnsville, New York facilities.

In July 2009, the Company announced plans to close its Jefferson and Watertown, Wisconsin facilities. This production was consolidated during fiscal 2010 into the existing Auburn, Alabama; McDonough, Georgia and Wauwatosa, Wisconsin facilities.

Power Products manufactures core components for its products, where such integration improves operating profitability by providing lower costs.

Power Products purchases engines from its parent, Briggs & Stratton, as well as from Honda, Kawasaki and Kohler. Power Products has not experienced any difficulty obtaining necessary engines or other purchased components.

Power Products assembles products for the international markets at its U.S. and Australian locations and through contract manufacturing agreements with other OEMs.

Consolidated

General Information

Briggs & Stratton holds patents on features incorporated in its products; however, the success of Briggs & Stratton’s business is not considered to be primarily dependent upon patent protection. The Company owns several trademarks which it believes significantly affect a consumer’s choice of outdoor powered equipment and therefore create value. Licenses, franchises and concessions are not a material factor in Briggs & Stratton’s business.

For the fiscal years ended June 27, 2010, June 28, 2009 and June 29, 2008, Briggs & Stratton spent approximately $22.3 million, $23.0 million and $26.5 million, respectively, on research activities relating to the development of new products or the improvement of existing products.

The average number of persons employed by Briggs & Stratton during fiscal 2010 was 6,545. Employment ranged from a low of 6,362 in June 2010 to a high of 6,742 in November 2009.

Export Sales

Export sales for fiscal 2010, 2009 and 2008 were $396.7 million (20% of net sales), $399.6 million (19% of net sales) and $469.9 million (22% of net sales), respectively. These sales were principally to customers in European countries. Refer to Note 7 of the Notes to Consolidated Financial Statements for financial information about geographic areas. Also, refer to Item 7A of this Form 10-K and Note 14 of the Notes to Consolidated Financial Statements for information about Briggs & Stratton’s foreign exchange risk management.

ITEM 1A.

RISK FACTORS

In addition to the risks referred to elsewhere in this Annual Report on Form 10-K, the following risks, among others, may have affected, and in the future could affect, the Company and its subsidiaries’ business, financial condition or results of operations. Additional risks not discussed or not presently known to the Company or that the Company currently deems insignificant may also impact its business and stock price.

Demand for products fluctuates significantly due to seasonality. In addition, changes in the weather and consumer confidence impact demand.

Sales of our products are subject to seasonal and consumer buying patterns. Consumer demand in our markets can be reduced by unfavorable weather and weak consumer confidence. Although we manufacture throughout the year, our sales are concentrated in the second half of our fiscal year. This operating method requires us to anticipate demand of our customers many months in advance. If we overestimate or underestimate demand during a given year, we may not be able to adjust our production quickly enough to avoid excess or insufficient inventories, and that may in turn limit our ability to maximize our potential sales or maintain optimum working capital levels.

We have only a limited ability to pass through cost increases in our raw materials to our customers during the year.

We generally enter into annual purchasing plans with our largest customers, so our ability to raise our prices during a particular year to reflect increased raw materials costs is limited.

A significant portion of our net sales comes from major customers and the loss of any of these customers would negatively impact our financial results.

In fiscal 2010, our three largest customers accounted for 37% of our consolidated net sales. The loss of a significant portion of the business of one or more of these key customers would significantly impact our net sales and profitability.

Changes in environmental or other laws could require extensive changes in our operations or to our products.

Our operations and products are subject to a variety of foreign, federal, state and local laws and regulations governing, among other things, emissions to air, discharges to water, noise, the generation, handling, storage, transportation, treatment and disposal of waste and other materials and health and safety matters. Additional engine emission regulations were phased in through 2008 by the State of California, and will be phased in between 2009 and 2012 by the U.S. Environmental Protection Agency. We do not expect these changes to have a material adverse effect on us, but we cannot be certain that these or other proposed changes in applicable laws or regulations will not adversely affect our business or financial condition in the future.

Foreign economic conditions and currency rate fluctuations can reduce our sales.

In fiscal 2010, we derived approximately 25% of our consolidated net sales from international markets, primarily Europe. Weak economic conditions in Europe could reduce our sales and currency fluctuations could adversely affect our sales or profit levels in U.S. dollar terms.

Actions of our competitors could reduce our sales or profits.

Our markets are highly competitive and we have a number of significant competitors in each market. Competitors may reduce their costs, lower their prices or introduce innovative products that could adversely affect our sales or profits. In addition, our competitors may focus on reducing our market share to improve their results.

Disruptions caused by labor disputes or organized labor activities could harm our business.

Currently, 10% of our workforce is represented by labor unions. In addition, we may from time to time experience union organizing activities in our non-union facilities. Disputes with the current labor union or new union organizing activities could lead to work slowdowns or stoppages and make it difficult or impossible for us to meet scheduled delivery times for product shipments to our customers, which could result in loss of business. In addition, union activity could result in higher labor costs, which could harm our financial condition, results of operations and competitive position.

As of August 1, 2010, a collective bargaining agreement between our Company and one of our unions covering approximately 430 jobs in the Milwaukee, Wisconsin area expired. These employees continue working without a contract while negotiations with the union continue. Although we believe a work stoppage is unlikely, we have contingency plans in place including higher levels of component inventories. However, prolonged work stoppages could have an adverse impact on our operating results or financial position.

Our level of debt and our ability to obtain debt financing could adversely affect our operating flexibility and put us at a competitive disadvantage.

Our level of debt and the limitations imposed on us by the indenture for the notes and our other credit agreements could have important consequences, including the following:

•

we will have to use a portion of our cash flow from operations for debt service rather than for our operations;

•

we may not be able to obtain additional debt financing for future working capital, capital expenditures or other corporate purposes or may have to pay more for such financing;

•

some or all of the debt under our current or future revolving credit facilities will be at a variable interest rate, making us more vulnerable to increases in interest rates;

•

we could be less able to take advantage of significant business opportunities, such as acquisition opportunities, and to react to changes in market or industry conditions;

•

we may be more vulnerable to general adverse economic and industry conditions; and

•

we may be disadvantaged compared to competitors with less leverage.

The terms of the indenture for the senior notes do not fully prohibit us from incurring substantial additional debt in the future and our revolving credit facilities permit additional borrowings, subject to certain conditions. As incremental debt is added to our current debt levels, the related risks we now face could intensify.

We expect to obtain the money to pay our expenses and to pay the principal and interest on the outstanding 8.875% senior notes that are due in March 2011, the credit facilities and other debt primarily from our operations or by refinancing part of our existing debt. Our ability to meet our expenses thus depends on our future performance, which will be affected by financial, business, economic and other factors. We will not be able to control many of these factors, such as economic conditions in the markets where we operate and pressure from competitors. We cannot be certain that the money we earn will be sufficient to allow us to pay principal and interest on our debt and meet our other obligations. If we do not have enough money, we may be required to refinance all or part of our existing debt, sell assets or borrow more money. We cannot guarantee that we will be able to do so on terms acceptable to us. In addition, the terms of existing or future debt agreements, including the revolving credit facilities and our indentures, may restrict us from adopting certain of these alternatives.

We are restricted by the terms of the outstanding senior notes and our other debt, which could adversely affect us.

The indenture relating to the senior notes and our revolving credit agreement include a number of financial and operating restrictions, which may prevent us from capitalizing on business opportunities and taking some corporate actions. These covenants could adversely affect us by limiting our ability to plan for or react to market conditions or to meet our capital needs. These covenants include, among other things, restrictions on our ability to:

•

pay dividends or make distributions in respect of our capital stock or to make certain other restricted payments;

•

incur indebtedness or issue preferred shares;

•

create liens;

•

make loans or investments;

•

enter into sale and leaseback transactions;

•

agree to payment restrictions affecting our restricted subsidiaries;

•

consolidate or merge with other entities, sell or lease all or substantially all of our assets;

•

enter into transactions with affiliates; and

•

dispose of assets or the proceeds of sales of our assets.

In addition, our revolving credit facility contains financial covenants that, among other things, require us to maintain a minimum interest coverage ratio and impose a maximum leverage ratio.

Our failure to comply with the restrictive covenants described above could result in an event of default, which, if not cured or waived, could result in us being required to repay these borrowings before their due date. Non-cash charges, including goodwill impairment, could impact our convenant compliance. If we are forced to refinance these borrowings on less favorable terms, our results of operations and financial condition could be adversely affected by increased costs and rates.

Current worldwide economic conditions may adversely affect our industry, business and results of operations.

General worldwide economic conditions have experienced a downturn due to the sequential effects of the subprime lending crisis, general credit market crisis, collateral effects on the finance and banking industries, increased energy costs, concerns about inflation, slower economic activity, decreased consumer confidence, reduced corporate profits and capital spending, adverse business conditions and liquidity concerns. These conditions make it difficult for our customers, our vendors and us to accurately forecast and plan future business activities, and they may cause U.S. and foreign OEMs and consumers to slow spending on our products. We cannot predict the timing or duration of any economic slowdown or the timing or strength of a subsequent economic recovery, worldwide or in the specific end markets we serve. If the consumer and commercial lawn and garden markets significantly deteriorate due to these economic effects, our business, financial condition and results of operations will likely be materially and adversely affected. Additionally, our

stock price could decrease if investors have concerns that our business, financial condition and results of operations will be negatively impacted by a worldwide economic downturn.

As of June 27, 2010, goodwill was 15% of our total assets, and if we determine that goodwill has become impaired in the future, net income in such years may be adversely affected.

Goodwill represents the excess of cost over the fair market value of net assets acquired in business combinations. We review goodwill and other intangibles at least annually for impairment and any excess in carrying value over its implied fair value is charged to the results of operations. A reduction in net income resulting from the write down or impairment of goodwill would affect financial results and could have an adverse impact upon the market price of our common stock. Adverse economic conditions could result in circumstances, such as a sustained decline in our stock price and market capitalization or a decrease in our forecasted cash flows such that they are insufficient, indicating that the carrying value of our goodwill may be impaired. If we are required to record a significant charge to earnings in our consolidated financial statements because an impairment of goodwill is determined, our results of operations will be adversely affected.

We are subject to litigation, including product liability and warranty claims, that may adversely affect our business and results of operations.

We are a party to litigation that arises in the normal course of our business operations, including product warranty and liability (strict liability and negligence) claims, contract disputes and environmental, asbestos, employment and other litigation matters. We face an inherent business risk of exposure to product liability and warranty claims in the event that the use of our products is alleged to have resulted in injury or other damage. While we currently maintain general liability and product liability insurance coverage in amounts that we believe are adequate, we cannot be sure that we will be able to maintain this insurance on acceptable terms or that this insurance will provide sufficient coverage against potential liabilities that may arise. Any claims brought against us, with or without merit, may have an adverse effect on our business and results of operations as a result of potential adverse outcomes, the expenses associated with defending such claims, the diversion of our management’s resources and time and the potential adverse effect to our business reputation.

We have a defined benefit pension plan and future legislation or regulations intended to reform the funding and reporting of pension benefit plans could adversely affect our operating results and cash flows, as could changes in market conditions that impact the assumptions we use to measure our liabilities under these plans.

Legislators and agencies of the U.S. government have proposed legislation and regulations to amend, restrict or eliminate various features of, and mandate additional funding of, pension benefit plans that could create significant volatility in our operating results. If legislation or new regulations are adopted, we may be required to contribute additional cash to these plans, in excess of our current estimates. Market volatility in interest rates, investment returns and other factors could also adversely affect the funded status of our pension plans and require that we contribute additional cash to these plans.

Our dependence on, and the price of, raw materials may adversely affect our profits.

The principal raw materials used to produce our products are aluminum, copper and steel. We source raw materials on a global or regional basis, and the prices of those raw materials are susceptible to significant price fluctuations due to supply/demand trends, transportation costs, government regulations and tariffs, changes in currency exchange rates, price controls, the economic climate and other unforeseen circumstances. If we are unable to pass on raw material price increases to our customers, our future profitability may be adversely affected.

We may be adversely affected by health and safety laws and regulations.

We are subject to various laws and regulations relating to the protection of human health and safety and have incurred and will continue to incur capital and other expenditures to comply with these regulations. Failure to comply with regulations could subject us to future liabilities, fines or penalties or the suspension of production.

The operations and success of our Company can be impacted by natural disasters, terrorism, acts of war, international conflict and political and governmental actions, which could harm our business.

Natural disasters, acts or threats of war or terrorism, international conflicts and the actions taken by the United States and other governments in response to such events could cause damage or disrupt our business operations, our suppliers or our customers, and could create political or economic instability, any of which could have an adverse effect on our business. Although it is not possible to predict such events or their consequences, these events could decrease demand for our products, could make it difficult or impossible for us to deliver products or could disrupt our supply chain. We may also be impacted by actions by foreign governments, including currency devaluation, tariffs and nationalization, where our facilities are located, which could disrupt manufacturing and commercial operations.

We are subject to tax laws and regulations in many jurisdictions, and the inability to successfully defend claims from taxing authorities could adversely affect our operating results and financial position.

We conduct business in many countries, which requires us to interpret the income tax laws and rulings in each of those taxing jurisdictions. Due to the subjectivity of tax laws between those jurisdictions as well as the subjectivity of factual interpretations, our estimates of income tax liabilities may differ from actual payments or assessments. Claims from taxing authorities related to these differences could have an adverse impact on our operating results and financial position.

If we fail to remain current with changes in gasoline engine technology or if the technology becomes less important to customers in our markets due to the impact of alternative fuels, our results would be negatively affected.

Our ability to remain current with changes in gasoline engine technology may significantly affect our business. Any advances in gasoline engine technology, including the impact of alternative fuels, may inhibit our ability to compete with other manufacturers. Our competitors may also be more effective and efficient at integrating new technologies. In addition, developing new manufacturing technologies and capabilities requires a significant investment of capital. There can be no assurance that our products will remain competitive in the future or that we will continue to be able to timely implement innovative manufacturing technologies.

Through our Power Products segment, we compete with certain customers of our Engines segment, thereby creating inherent channel conflict that may impact the actions of engine manufacturers and OEMs with whom we compete.

Through our Power Products segment, we compete with certain customers of our Engines segment. Any further forward integration of our products may strain relationships with OEMs that are significant customers of our Engines segment.

The financial stability of our suppliers and the ability of our suppliers to produce quality materials could adversely affect our ability to obtain timely and cost-effective raw materials.

The loss of certain of our suppliers or interruption of production at certain suppliers from adverse financial conditions, work stoppages, equipment failures or other unfavorable events would adversely affect our ability to obtain raw materials and other inputs used in the manufacturing process. Our cost of purchasing raw materials and other inputs used in the manufacturing process could be higher and could temporarily affect our ability to produce sufficient quantities of its products, which could harm our financial condition, results of operations and competitive position.

We have implemented, and Wisconsin law contains, anti-takeover provisions that may adversely affect the rights of holders of our common stock.

Our articles of incorporation contain provisions that could have the effect of discouraging or making it more difficult for someone to acquire us through a tender offer, a proxy contest or otherwise, even though such an acquisition might be economically beneficial to our shareholders. These provisions include a board of directors divided into three classes of directors serving staggered terms of three years each and the removal of directors only for cause and only with the affirmative vote of a majority of the votes entitled to be cast in an election of directors.

Each currently outstanding share of our common stock includes, and each newly issued share of our common stock will include, a common share purchase right. The rights are attached to and trade with the shares of common stock and are exercisable only under limited circumstances. The rights will become exercisable if a person or group acquires, or announces an intention to acquire, 20% or more of our outstanding common stock, subject to certain exceptions. The rights have some anti-takeover effects and generally will cause substantial dilution to a person or group that attempts to acquire control of us without conditioning the offer on either redemption of the rights or amendment of the rights to prevent this dilution. The rights could have the effect of delaying, deferring or preventing a change of control.

We are subject to the Wisconsin Business Corporation Law, which contains several provisions that could have the effect of discouraging non-negotiated takeover proposals or impeding a business combination. These provisions include:

•

requiring a supermajority vote of shareholders, in addition to any vote otherwise required, to approve business combinations not meeting adequacy of price standards;

•

prohibiting some business combinations between an interested shareholder and us for a period of three years, unless the combination was approved by our board of directors prior to the time the shareholder became a 10% or greater beneficial owner of our shares or under some other circumstances;

•

limiting actions that we can take while a takeover offer for us is being made or after a takeover offer has been publicly announced; and

•

limiting the voting power of shareholders who own more than 20% of our stock.

Our common stock is subject to substantial price and volume fluctuations.

The market price of shares of our common stock may be volatile. Among the factors that could affect our common stock price are those previously discussed, as well as:

•

quarterly fluctuation in our operating income and earnings per share results;

•

decline in demand for our products;

•

significant strategic actions by our competitors, including new product introductions or technological advances;

•

fluctuations in interest rates;

•

cost increases in energy, raw materials or labor;

•

changes in revenue or earnings estimates or publication of research reports by analysts; and

•

domestic and international economic and political factors unrelated to our performance.

In addition, the stock markets have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

None.

ITEM 2.

PROPERTIES

Briggs & Stratton maintains leased and owned manufacturing, office, warehouse, distribution and testing facilities throughout the world. The Company believes that its owned and leased facilities are adequate to perform its operations in a reasonable manner. As Briggs & Stratton’s business is seasonal, additional warehouse space may be leased when inventory levels are at their peak. Facilities in the United States occupy approximately 7.3 million square feet, of which 53% is owned. Facilities outside of the United States occupy approximately 850 thousand square feet, of which 42% is owned. Certain of the Company’s facilities are leased through operating and capital lease agreements. See Note 8 to the Consolidated Financial Statements for information on the Company’s operating and capital leases.

The following table provides information about each of the Company’s facilities (exceeding 25,000 square feet) as of June 27, 2010:


Location	Type of Property	Owned/Leased	Segment
U.S. Locations:
Auburn, Alabama	Manufacturing and office	Owned and Leased	Engines, Power Products
McDonough, Georgia	Manufacturing, office and warehouse	Owned and Leased	Power Products
Statesboro, Georgia	Manufacturing and office	Owned and Leased	Engines
Murray, Kentucky	Manufacturing and office	Owned and Leased	Engines
Poplar Bluff, Missouri	Manufacturing and office	Owned and Leased	Engines
Reno, Nevada	Warehouse	Leased	Power Products
Munnsville, New York	Manufacturing and office	Owned	Power Products
Sherrill, New York	Warehouse	Leased	Power Products
Lawrenceburg, Tennessee	Office	Leased	Power Products
Dyersburg, Tennessee	Warehouse	Leased	Power Products
Newbern, Tennessee	Manufacturing and office	Leased	Power Products
Grand Prairie, Texas	Warehouse	Leased	Power Products
Brookfield, Wisconsin	Office	Leased	Power Products
Menomonee Falls, Wisconsin	Distribution and office	Leased	Engines
Jefferson, Wisconsin	Manufacturing, office and warehouse	Owned and Leased	Power Products
Wauwatosa, Wisconsin	Manufacturing, office and warehouse	Owned	Engines, Power Products, Corporate

Non-U.S. Locations:
Melbourne, Australia	Office	Leased	Engines
Sydney, Australia	Manufacturing and office	Leased	Power Products
Mississauga, Canada	Office and warehouse	Leased	Power Products
Chongqing, China	Manufacturing and office	Owned	Engines
Shanghai, China	Office	Leased	Engines
Ostrava, Czech Republic	Manufacturing and office	Owned	Engines
Nijmegen, Netherlands	Distribution and office	Leased	Engines

ITEM 3.

LEGAL PROCEEDINGS

Briggs & Stratton is subject to various unresolved legal actions that arise in the normal course of its business. These actions typically relate to product liability (including asbestos-related liability), patent and trademark matters, and disputes with customers, suppliers, distributors and dealers, competitors and employees.

Starting with the first complaint in June 2004, various plaintiff groups filed complaints in state and federal courts across the country against the Company and other engine and lawnmower manufacturers alleging that the horsepower labels on the products they purchased were inaccurate and that the Company conspired with other engine and lawnmower manufacturers to conceal the true horsepower of these engines. In May 2008, a putative nationwide class of plaintiffs pursuing these claims was dismissed without prejudice by Judge Murphy of the United States District Court for the Southern District of Illinois. Since that time plaintiffs filed 66 separate class actions in 49 states across the country seeking to certify 52 separate classes of all persons in each of the 50 states, Puerto Rico and the District of Columbia who purchased a lawnmower containing a gasoline combustion engine up to 30 horsepower from 1994 to the present (“Horsepower Class Actions”). In these Horsepower Class Actions, plaintiffs seek injunctive relief, compensatory and punitive damages, and attorneys’ fees. Plaintiffs also filed state and federal antitrust and RICO claims and seek a nationwide class based on these claims.

No. 2:08-md-01999). On January 27, 2009, Judge Adelman entered a stay of all litigation so that the parties could conduct mediation in an effort to resolve all outstanding litigation.

On February 24, 2010, the Company entered into a Stipulation of Settlement (“Settlement”) that, if given final court approval, will resolve all of the Horsepower Class Actions. Other parties to the Settlement are Sears, Roebuck and Co., Sears Holdings Corporation, Kmart Holdings Corporation, Deere & Company, Tecumseh Products Company, The Toro Company, Electrolux Home Products, Inc. and Husqvarna Outdoor Products, Inc. (now known as Husqvarna Consumer Outdoor Products, N.A., Inc.) (collectively with the Company referred to below as the “Settling Defendants”). All other defendants settled all claims separately. As part of the Settlement, the Company denies any and all liability and seeks resolution to avoid further protracted and expensive litigation. If finally approved, the Settlement resolves all horsepower-labeling claims brought by all persons or entities in the United States who, beginning January 1, 1994 through the date notice of the Settlement is first given, purchased, for use and not for resale, a lawn mower containing a gas combustible engine up to 30 horsepower provided that either the lawn mower or the engine of the lawn mower was manufactured or sold by a Defendant.

As part of the Settlement, the Settling Defendants as a group agreed to pay an aggregate amount of $51 million. However, the monetary contribution of the each of the Settling Defendants is confidential. In addition, the Company, along with the other Settling Defendants, agreed to injunctive relief regarding their future horsepower labeling, as well as procedures that will allow purchasers of lawnmower engines to seek a one-year extended warranty free of charge.

On February 26, 2010, Judge Adelman preliminarily approved the Settlement, certified a settlement class, appointed settlement class counsel, and stayed all proceedings against all the Settling Defendants. On March 11, 2010, Judge Adelman entered an order approving a notice plan for the Settlement, and set an approval hearing to determine the fairness of the Settlement, and whether final judgment should be entered thereon. On June 22, 2010, the Court conducted a hearing on the fairness of the Settlement at which class counsel and the Settling Defendants sought approval of the Settlement. At this hearing numerous class members appeared through counsel and presented objections to the Settlement.

On August 16, 2010 Judge Adelman issued an opinion and order that finally approved the Settlement as well as separate orders that finally approved the settlements of all defendants. Judge Adelman’s opinion and order found all settlements to be in good faith and dismissed the claims of all class members with prejudice. On August 23, 2010 several class members filed a Notice of Appeal of Judge Adelman’s final approval orders to the United States Court of Appeals for the Seventh Circuit. Under the terms of the Settlement, the balance of settlement funds will not be due, and the one-year warranty extension program will not begin, until after all appeals from Judge Adelman’s order finally approving the Settlement are resolved.

As a result of the pending Settlement, the Company recorded a total charge of $30.6 million in the third quarter of fiscal year 2010 representing the total of the Company’s monetary portion of the Settlement and the estimated costs of extending the warranty period for one year. The timing of payments required as a result of the Settlement is not yet determined, but is not expected to be within the next twelve months. The amount has been included as a Litigation Settlement expense reducing income from operations on the Consolidated Statement of Earnings.

On March 19, 2010, new plaintiffs filed a complaint in the Ontario Superior Court of Justice in Canada (Robert Foster et al. v. Sears Canada, Inc. et al., Docket No. 766-2010). On May 3, 2010, other plaintiffs filed a complaint in the Montreal Superior Court in Canada (Eric Liverman, et al. v. Deere & Company, et al., Docket No. 500-06-000507-109). Both Canadian complaints contain allegations and seek relief under Canadian law that are similar to the U.S. litigation. The Company is evaluating the complaints and has not yet filed an answer or other responsive pleading to either one. We are unable to estimate any financial exposure we have as a result of this lawsuit. However, given the size of the Canadian market and revisions to the Company’s power labeling practices in recent years, it is not likely the litigation would have a material adverse effect on its results of operations, financial position, or cash flows.

Corporation; Group Insurance Plan of Briggs & Stratton Corporation; and Does 1 through 20, Docket No. 10-C-0700), contesting the Company’s right to make these changes. In addition to a request for class certification, the complaint seeks an injunction preventing the alleged unilateral termination or reduction in insurance coverage to the class of retirees, a permanent injunction preventing defendants from ever making changes to the retirees’ insurance coverage, restitution with interest (if applicable) and attorneys’ fees and costs. The Company is currently evaluating the complaint and believes the changes are within its rights. However, at this early stage, no determination can be made as to the likely outcome of this matter.

Although it is not possible to predict with certainty the outcome of these unresolved legal actions or the range of possible loss, the Company believes the unresolved legal actions will not have a material adverse effect on its financial position.

ITEM 4.

(REMOVED AND RESERVED)

Not applicable.

Executive Officers of the Registrant


Name, Age, Position		Business Experience for Past Five Years

TODD J. TESKE, 45 President and Chief Executive Officer (1)(2)		Mr. Teske was elected to his current position effective January 2010 after serving as President and Chief Operating Officer since September 2008. He previously served as Executive Vice President and Chief Operating Officer since September 2005. He previously served as Senior Vice President and President – Briggs & Stratton Power Products Group, LLC from September 2003 to August 2005. Mr. Teske also serves as a director of Badger Meter, Inc.

JAMES E. BRENN, 62 Senior Vice President		Mr. Brenn was elected to his current position effective June 28, 2010. Previously he served as Senior Vice President and Chief Financial Officer from 1988 to 2010, after serving as Vice President and Controller since November 1988.

RANDALL R. CARPENTER, 53 Vice President – Marketing		Mr. Carpenter was elected to his current position effective September 2009. He served as Vice President – Marketing since May 2007. He was previously Vice President Marketing and Product Development for Royal Appliance Manufacturing from 2005 to 2007. He was an Independent Marketing Consultant from 2004 to 2005.

DAVID G. DEBAETS, 47 Vice President – North American Operations (Engine Power Products Group)		Mr. DeBaets was elected to his current position effective September 2007. He has served as Vice President and General Manager – Large Engine Division since April 2000.

ROBERT F. HEATH, 62 Vice President, General Counsel and Secretary		Mr. Heath was elected to his current position in February 2010. He previously was elected as Secretary January 2002. He has served as Vice President and General Counsel since January 2001.

HAROLD L. REDMAN, 45 Senior Vice President and President – Home Power Products Group		Mr. Redman was elected to his current position effective September 2009 after serving as Vice President and President – Home Power Products Group since May 2006. He also served as Senior Vice President – Sales & Marketing – Simplicity Manufacturing, Inc. since July 1995.

WILLIAM H. REITMAN, 54 Senior Vice President – Sales & Customer Support		Mr. Reitman was elected to his current position effective September 2007, after serving as Senior Vice President – Sales & Marketing since May 2006, and Vice President – Sales & Marketing since October 2004. He also served as Vice President – Marketing since November 1995.

DAVID J. RODGERS, 39 Senior Vice President and Chief Financial Officer		Mr. Rodgers was elected as Senior Vice President and Chief Financial Officer effective June 28, 2010 after serving as Vice President – Finance since February 2010. He was elected an executive officer in September 2007 and served as Controller from December 2006 to February 2010. He was previously employed by Roundy’s Supermarkets, Inc. as Vice President – Corporate Controller from September 2005 to November 2006 and Vice President – Retail Controller from May 2003 to August 2005.

THOMAS R. SAVAGE, 62 Senior Vice President – Administration		Mr. Savage was elected to his current position effective July 1997.


VINCENT R. SHIELY, 50 Senior Vice President and President – Yard Power Products Group (3)		Mr. Shiely was elected to his current position effective May 2006, after serving as Vice President and President – Home Power Products Group since September 2005. He also served as Vice President and General Manager – Home Power Products Division October 2004 to September 2005. He previously served as Vice President and General Manager – Engine Products Group since September 2002.

CARITA R. TWINEM, 55 Treasurer		Ms. Twinem was elected to her current position in February 2000. In addition, Ms. Twinem is Tax Director and has served in this position since July 1994.

JOSEPH C. WRIGHT, 51 Senior Vice President and President – Engine Power Products Group		Mr. Wright was elected to his current position in May 2006 after serving as Vice President and President – Yard Power Products Group since September 2005. He also served as Vice President and General Manager – Lawn and Garden Division from September 2004 to September 2005. He was elected an executive officer effective September 2002.

(1) Officer is also a Director of Briggs & Stratton.

(2) Member of the Board of Directors Executive Committee.

(3) Vincent R. Shiely is the brother of John S. Shiely. John S. Shiely currently serves as a Director and Chairman of the Board.

Officers are elected annually and serve until they resign, die, are removed, or a different person is appointed to the office.

PART II

ITEM 5.

MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Briggs & Stratton common stock and its common share purchase rights are traded on the NYSE under the symbol “BGG”. Information required by this Item is incorporated by reference from the “Quarterly Financial Data, Dividend and Market Information” (unaudited), included in Item 8 of this report.

Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

Briggs & Stratton did not make any purchases of equity securities registered by the Company pursuant to Section 12 of the Exchange Act during the fourth quarter of fiscal 2010.

Five-year Stock Performance Graph

The chart below is a comparison of the cumulative return over the last five fiscal years had $100 been invested at the close of business on June 30, 2005 in each of Briggs & Stratton common stock, the Standard & Poor’s (S&P) Smallcap 600 Index and the S&P Machinery Index.

LOGO

ITEM 6.

SELECTED FINANCIAL DATA


Fiscal Year		2010		2009		2008		2007		2006
(dollars in thousands, except per share data)

SUMMARY OF OPERATIONS (1)
NET SALES	$	2,027,872	$	2,092,189	$	2,151,393	$	2,156,833	$	2,539,671
GROSS PROFIT		379,935		333,679		307,316		295,198		495,345
PROVISION (CREDIT) FOR INCOME TAXES		12,458		8,437		7,009		(3,399)		52,533
NET INCOME		36,615		31,972		22,600		6,701		105,981
EARNINGS PER SHARE OF COMMON STOCK:
Basic Earnings		0.73		0.64		0.46		0.13		2.06
Diluted Earnings		0.73		0.64		0.46		0.13		2.05
PER SHARE OF COMMON STOCK:
Cash Dividends		.44		.77		.88		.88		.88
Shareholders’ Investment	$	13.10	$	14.01	$	16.90	$	16.94	$	20.47
WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING (in 000’s)		49,668		49,572		49,549		49,715		51,479
DILUTED NUMBER OF SHARES OF COMMON STOCK OUTSTANDING (in 000’s)		50,064		49,725		49,652		49,827		51,594

OTHER DATA (1)
SHAREHOLDERS’ INVESTMENT	$	650,577	$	694,684	$	837,523	$	838,454	$	1,045,492
LONG-TERM DEBT		-		281,104		365,555		384,048		383,324
CAPITAL LEASES		1,041		1,807		1,677		2,379		1,385
TOTAL ASSETS		1,690,057		1,619,023		1,833,294		1,884,468		2,049,436
PLANT AND EQUIPMENT		979,898		991,682		1,012,987		1,006,402		1,008,164
PLANT AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION		337,763		360,175		391,833		388,318		430,288
PROVISION FOR DEPRECIATION		62,999		63,981		65,133		70,379		72,734
EXPENDITURES FOR PLANT AND EQUIPMENT		44,443		43,027		65,513		68,000		69,518
WORKING CAPITAL (2)	$	342,132	$	561,431	$	644,935	$	519,023	$	680,606
Current Ratio		1.6 to 1		2.9 to 1		2.9 to 1		2.1 to 1		3.0 to 1
NUMBER OF EMPLOYEES AT YEAR-END		6,362		6,847		7,145		7,260		8,701
NUMBER OF SHAREHOLDERS AT YEAR-END		3,453		3,509		3,545		3,693		3,874
QUOTED MARKET PRICE:
High	$	24.26	$	21.51	$	33.40	$	33.07	$	40.38
Low	$	12.89	$	11.13	$	12.80	$	24.29	$	30.01

(1)	The amounts include the acquisitions of Victa Lawncare Pty. Limited since June 30, 2008.

(2)	Included in working capital as of June 27, 2010 is a Current Maturity of Long-Term Debt of $203,460.

ITEM 7.

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

Results of Operations

FISCAL 2010 COMPARED TO FISCAL 2009

Net Sales

Fiscal 2010 consolidated net sales were approximately $2.03 billion, a decrease of $64.3 million compared to the previous year. This decrease is primarily attributable to reduced generator shipment volumes due to the absence of landed hurricanes as well as lower average prices for engines.

Engines segment net sales in fiscal 2010 were $1.40 billion compared to $1.41 billion in fiscal 2009, a decrease of $7.4 million or 0.5%. Total engine volumes for the year were essentially flat as an increase in engines used in lawn and garden applications was offset by reduced demand for engines for portable generators due to no landed hurricane activity. Lower average prices during the year were effectively offset by a favorable mix of higher priced engines shipped for use on riding equipment and a slightly favorable foreign currency impact.

Power Products segment net sales in fiscal 2010 were $814.3 million compared to $892.9 million in fiscal 2009, a $78.6 million decrease or 8.8%. The net sales decrease for the year was the result of decreased portable generator sales volume due to the absence of any landed hurricanes in fiscal 2010 partially offset by higher volumes of other power products.

Gross Profit

Consolidated gross profit was $379.9 million in fiscal 2010 compared to $333.7 million in fiscal 2009, an increase of $46.3 million or 13.9%. In fiscal 2009 a $5.8 million pretax ($3.5 million after tax) expense was recorded associated with the closing of the Jefferson and Watertown, WI manufacturing facilities. After considering the impact of the closure of the Jefferson and Watertown, WI facilities, consolidated gross profit increased due to reduced manufacturing costs, lower commodity costs and planned manufacturing cost savings.

Engines segment gross profit increased to $308.5 million in fiscal 2010 from $266.3 million in fiscal 2009, an increase of $42.2 million. Engines segment gross profit margins increased to 21.9% in fiscal 2010 from 18.8% in fiscal 2009. The gross profit increase year over year was the result of lower manufacturing costs, lower commodity costs, a favorable mix of product shipped that reflected higher priced units and improved productivity, offset by lower average sales prices.

The Power Products segment gross profit increased to $79.5 million in fiscal 2010 from $67.5 million in fiscal 2009, an increase of $12.0 million. The Power Products segment gross profit margins increased to 9.8% in fiscal 2010 from 7.6% in fiscal 2009. Included in the Power Products segment gross profit was a $4.6 million impairment expense recorded in fiscal 2009 associated with the closing of the Jefferson, WI manufacturing facility. In addition to the Jefferson closure, the gross profit increase primarily resulted from lower manufacturing costs, primarily related to lower commodity costs and planned cost savings initiatives. The improvements were partially offset by lower sales and production volumes primarily related to the significantly lower portable generator production and shipments in fiscal 2010.

Engineering, Selling, General and Administrative Costs

Engineering, selling, general and administrative costs increased to $280.2 million in fiscal 2010 from $265.3 million in fiscal 2009, an increase of $14.9 million. Engineering, selling, general and administrative costs as a percent of sales increased to 13.8% in fiscal 2010 from 12.7% in fiscal 2009.

The increase in engineering, selling, general and administrative expenses was primarily due to increased salaries and fringes of $20.7 million. Offsetting these increases were reduced marketing expenses of $6.5 million.

Litigation Settlement

On February 24, 2010, the Company entered into a Stipulation of Settlement (“Settlement”) that, if given final court approval, will resolve over 65 class-action lawsuits that have been filed against Briggs & Stratton and other engine and lawnmower manufacturers alleging, among other things, misleading power labeling on its lawnmower engines. Other parties to the Settlement are Sears, Roebuck and Co., Sears Holdings Corporation, Kmart Holdings Corporation, Deere & Company, Tecumseh Products Company, The Toro Company, Electrolux

Home Products, Inc. and Husqvarna Outdoor Products, Inc. (now known as Husqvarna Consumer Outdoor Products, N.A., Inc.) (collectively with the Company referred to below as the “Settling Defendants”). All other defendants settled all claims separately. As part of the Settlement, the Company denies any and all liability and seeks resolution to avoid further protracted and expensive litigation. If finally approved, the Settlement resolves all horsepower-labeling claims brought by all persons or entities in the United States who, beginning January 1, 1994 through the date notice of the Settlement is first given, purchased, for use and not for resale, a lawn mower containing a gas combustible engine up to 30 horsepower provided that either the lawn mower or the engine of the lawn mower was manufactured or sold by a Defendant.

As a result of the pending Settlement, the Company recorded a total charge of $30.6 million in the third quarter of fiscal year 2010 representing the total of the Company’s monetary portion of the Settlement and the estimated costs of extending the warranty period for one year. The amount has been included as a Litigation Settlement expense reducing income from operations on the Statement of Earnings.

Interest Expense

Interest expense decreased $4.7 million in fiscal 2010 compared to fiscal 2009. The decrease is attributable to lower average borrowings between years for working capital requirements, offset by premiums paid on repurchases of outstanding senior notes.

Other Income

Other income increased $3.2 million in fiscal 2010 as compared to fiscal 2009. This increase is primarily due to a $2.6 million increase in equity in earnings from unconsolidated affiliates.

Provision for Income Taxes

The effective tax rate was 25.4% for fiscal year 2010 and 20.9% for fiscal year 2009. The fiscal 2010 effective tax rate is less than the statutory 35% rate primarily due to the Company’s ability to exclude from taxable income a portion of the distributions received from investments and from the resolution of prior period tax matters. The fiscal 2009 effective tax rate was reduced due to the Company’s ability to exclude from taxable income a portion of the distributions received from investments, from the resolution of prior period tax matters and increased foreign tax credits.

FISCAL 2009 COMPARED TO FISCAL 2008

Net Sales

Fiscal 2009 consolidated net sales were approximately $2.09 billion, a decrease of $59.2 million compared to the previous year. This decrease is attributable to the net effect of reduced shipment volumes, primarily related to lawn and garden equipment in the Power Products segment, unfavorable currency exchange rates, primarily the

Euro, and a mix of shipments reflecting lower priced units. Partially offsetting the consolidated net sales decrease were sales of $39.5 million included in the results for the first time this year from the June 30, 2008 acquisition of Victa Lawncare Pty. Ltd., increased portable generator sales volume due to weather events and pricing improvements on certain products.

Engines segment net sales were $1.41 billion compared to $1.46 billion in the prior year, a decrease of $45.8 million or 3%. This decrease is primarily the result of product shipment mix reflecting lower priced units, a small decrease in engine shipments and unfavorable currency exchange rates. Softer demand for engines for powered lawn and garden equipment was offset by the improvement in demand for engines for portable generators.

Power Products segment net sales were $892.9 million in fiscal 2009 compared to $870.4 million in fiscal 2008, an increase of $22.5 million or 3%. This increase was the result of improved pricing on certain products and favorable mix improvements, the addition of $39.5 million from the Victa Lawncare Pty. Ltd. acquisition and a 58% increase in portable generator sales volume due to weather events. Offsetting these improvements was a 45% volume decline in our shipment of premium lawn and garden equipment that was comparable to the overall industry decline.

Gross Profit

Consolidated gross profit was $333.7 million in fiscal 2009 compared to $307.3 million in fiscal 2008, an increase of $26.4 million or 9%. In fiscal 2009 a $5.8 million pretax ($3.5 million after tax) expense was recorded associated with the closing of the Jefferson and Watertown, WI manufacturing facilities. In fiscal 2008, the Company recorded a $13.3 million pretax ($8.1 million after tax) gain associated with the reduction of certain post closing employee benefit costs related to the closing of the Port Washington, Wisconsin manufacturing facility and a $19.8 million pretax ($13.5 million after tax) expense from a snow engine recall. In addition to the above items, consolidated gross profit increased primarily from enhanced pricing, lower spending and improved productivity, that was partially offset by the impact of unfavorable currency exchange rates, higher commodity costs and a mix of shipments reflecting lower margined product.

Engines segment gross profit decreased to $266.3 million in fiscal 2009 from $271.0 million in fiscal 2008, a decrease of $4.7 million. Engines segment gross profit margins increased to 18.8% in fiscal 2009 from 18.6% in fiscal 2008. As mentioned above, a $19.8 million expense was recorded in fiscal 2008 from a snow engine recall. In addition to the snow engine recall, the gross profit decrease year over year primarily resulted from $27.3 million in less favorable Euro exchange rates and higher commodity costs, partially offset by improved productivity.

The Power Products segment gross profit increased to $67.5 million in fiscal 2009 from $39.4 million in fiscal 2008, an increase of $28.1 million. The Power Products segment gross profit margins increased to 7.6% in fiscal 2009 from 4.5% in fiscal 2008. A $4.6 million expense was recorded in fiscal 2009 associated with the closing of the Jefferson and Watertown, WI manufacturing facilities and a $13.3 million gain associated with the reduction of certain post closing employee benefit costs related to the closing of the Port Washington, Wisconsin manufacturing facility was recorded in fiscal 2008. In addition to the above items, the gross profit increase primarily resulted from pricing improvements, a more favorable product mix and $9.4 million related to lower spending and improved productivity, which were partially offset by increased commodity costs and a 12% decline in sales volumes.

Engineering, Selling, General and Administrative Costs

Engineering, selling, general and administrative costs decreased to $265.3 million in fiscal 2009 from $281.0 million in fiscal 2008, a decrease of $15.7 million. Engineering, selling, general and administrative costs as a percent of sales decreased to 12.7% in fiscal 2009 from 13.1% in fiscal 2008.

The decrease in engineering, selling, general and administrative expenses was primarily due to planned decreases in advertising and professional services of $14.8 million and $5.5 million, respectively, offset by an additional $7.3 million related to the Victa Lawncare Pty. Ltd. acquisition.

Interest Expense

Interest expense decreased $7.0 million in fiscal 2009 compared to fiscal 2008. The decrease is attributable to lower average borrowings between years for working capital requirements and lower average interest rates.

Other Income

Other income decreased $38.2 million in fiscal 2009 as compared to fiscal 2008. This decrease is primarily due to the $8.6 million gain on the redemption of preferred stock and $28.3 million of dividends received on this stock in 2008.

Provision for Income Taxes

The effective tax rate was 20.9% for fiscal year 2009 and 23.7% for fiscal 2008. The fiscal 2009 effective tax rate is less than the statutory 35% rate primarily due to the Company’s ability to exclude from taxable income a portion of the distributions received from investments from the resolution of prior year tax matters and increased foreign tax credits. In 2008, the effective rate was reduced due to the Company’s ability to exclude a portion of distributions received from investments and the research credit.

Liquidity and Capital Resources

FISCAL YEARS 2010, 2009 AND 2008

Cash flows from operating activities were $244 million, $172 million and $61 million in fiscal 2010, 2009 and 2008, respectively.

The fiscal 2010 cash flows from operating activities were $71 million greater than the prior year. This increase is due to higher cash operating earnings and $58 million less of working capital requirements between years.

The fiscal 2009 cash flows from operating activities were $111 million greater than the prior year. This increase is due to higher cash operating earnings and $50 million less of working capital requirements between years.

Cash used by investing activities was $44 million in fiscal 2010. Cash used by investing activities was $64 million in fiscal 2009. Cash provided by investing activities was $0.7 million in fiscal 2008. These cash flows include capital expenditures of $44 million, $43 million and $66 million in fiscal 2010, 2009 and 2008, respectively. The capital expenditures relate primarily to reinvestment in equipment, capacity additions and new products. In addition, the Power Products segment added lawn and garden product capacity with a new plant in Newbern, Tennessee that accounted for $14 million of capital expenditures in fiscal 2008. This plant began production in the second quarter of fiscal 2008.

In fiscal 2009, net cash of $24.8 million was used for the Victa Lawncare Pty. Ltd. acquisition. In fiscal 2008, the Company received $66 million in proceeds on the sale of an investment in preferred stock including the final dividends paid on this preferred stock.

Briggs & Stratton used cash of $99 million, $123 million and $63 million in financing activities in fiscal 2010, 2009 and 2008, respectively. The Company reduced its outstanding debt by $78 million, $85 million and $19 million in fiscal 2010, 2009 and 2008, respectively. The Company paid common stock dividends of $22 million, $38 million and $44 million in fiscal 2010, 2009 and 2008, respectively. The quarterly dividend was reduced during the fourth quarter of fiscal 2009 by 50%, to $0.11 per share from the $0.22 per share paid in the past several quarters, to preserve cash in light of the continuing uncertainty in the credit markets.

Future Liquidity and Capital Resources

On July 12, 2007, the Company entered into a $500 million amended and restated multicurrency credit agreement. The Amended Credit Agreement (“Revolver”) provides a revolving credit facility for up to $500 million in revolving loans, including up to $25 million in swing-line loans. The Company used proceeds from the Revolver to pay off the remaining amounts outstanding under the Company’s variable rate term notes issued in February 2005 with various financial institutions, retire the 7.25% senior notes that were due in September 2007 and fund seasonal working capital requirements and other financing needs. The Revolver has a term of five years and all outstanding borrowings on the Revolver are due and payable on July 12, 2012. As of June 27, 2010, there were no borrowings on the Revolver.

The 8.875% Senior Notes that are due in March 2011 have been classified as Current Maturity on Long-Term Debt in the Consolidated Balance Sheet as of the end of fiscal 2010. The Company believes it will be able to replace these borrowings with new financing at or prior to the maturity date of the Senior Notes. In the unlikely event the Company is unable to replace these borrowings with new financing upon the maturity of the Senior Notes, we believe that the availability within our existing Revolver will be sufficient to pay off the outstanding Senior Notes.

In April 2009, the Board of Directors of the Company declared a quarterly dividend of eleven cents ($0.11) per share on the common stock of the Company, which was payable June 26, 2009 to shareholders of record at the close of business June 1, 2009. This quarterly dividend was reduced 50% from the prior quarter’s level. The reduced dividend is more comparable with the Company’s historical payout ratio of 50% of net income and dividend yield of 3.5%. In addition, a reduced dividend preserves cash in light of the continuing uncertainty in the credit markets. This action, along with other cash preserving initiatives, should reduce the Company’s need for additional borrowings for working capital in the near to medium term future.

Briggs & Stratton expects capital expenditures to be approximately $60 to $65 million in fiscal 2011. These anticipated expenditures reflect our plans to continue to reinvest in efficient equipment and innovative new products.

The Company is not required to make any contributions to the qualified pension plan during fiscal 2011, but may be required to make contributions in future years depending upon the actual return on plan assets and the funded status of the plan in future periods.

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

Financial Strategy

Management believes that the value of Briggs & Stratton is enhanced if the capital invested in operations yields a cash return that is greater than the cost of capital. Consequently, management’s first priority is to reinvest capital into physical assets and products that maintain or grow the global cost leadership and market positions that Briggs & Stratton has achieved, and drive the economic value of the Company. Management’s next financial objective is to identify strategic acquisitions or alliances that enhance revenues and provide a superior economic return. Finally, management believes that when capital cannot be invested for returns greater than the cost of capital, we should return capital to the capital providers through dividends and/or share repurchases.

Off-Balance Sheet Arrangements

Briggs & Stratton has no off-balance sheet arrangements or significant guarantees to third parties not fully recorded in our Balance Sheets or fully disclosed in our Notes to Consolidated Financial Statements. Briggs & Stratton’s significant contractual obligations include our debt agreements and certain employee benefit plans.

Briggs & Stratton is subject to financial and operating restrictions in addition to certain financial covenants under its domestic debt agreements. As is fully disclosed in Note 9 of the Notes to Consolidated Financial Statements, these restrictions could limit our ability to: pay dividends; incur further indebtedness; create liens; enter into sale and/or leaseback transactions; consolidate or merge with other entities, sell or lease all or substantially all of our assets; and dispose of assets or the proceeds of our assets. We believe we will remain in compliance with these covenants in fiscal 2011. Briggs & Stratton has obligations concerning certain employee benefits including its pension plans, postretirement benefit obligations and deferred compensation arrangements. All of these obligations are recorded on our Balance Sheets and disclosed more fully in the Notes to Consolidated Financial Statements.

Contractual Obligations

A summary of the Company’s expected payments for significant contractual obligations as of June 27, 2010 is as follows (in thousands):


	Total		Fiscal 2011		Fiscal 2012-2013		Fiscal 2014-2015		Thereafter
Current Maturities of Long-Term Debt	$	203,460	$	203,460	$	-	$	-	$	-
Interest on Current Maturities of Long-Term Debt		12,810		12,810		-		-		-
Capital Leases		1,156		549		607		-		-
Operating Leases		47,475		15,132		18,242		10,125		3,976
Purchase Obligations		68,312		62,890		5,422		-		-
Consulting and Employment Agreements		360		360		-		-		-
Other Liabilities (a)		31,200		-		31,200		-		-

	$	364,773	$	295,201	$	55,471	$	10,125	$	3,976

(a)	Included an estimate of future expected funding requirements related to our pension and other postretirement benefit plans. Any further funding requirements for pension and other postretirement benefit plans beyond fiscal 2012 cannot be estimated at this time. Because

their future cash outflows are uncertain, liabilities for unrecognized tax benefits and other sundry items are excluded from the table above.

Other Matters

Labor Agreement

Briggs & Stratton has collective bargaining agreements with its unions. These agreements expire at various times ranging from calendar years 2010-2013.

As of August 1, 2010, a collective bargaining agreement between the Company and one of its unions covering approximately 430 jobs in the Milwaukee, Wisconsin area expired. These employees continue working without a contract while negotiations with the Union continue. Although a work stoppage is unlikely, we have contingency plans in place including higher levels of component inventories.

Emissions

The U.S. Environmental Protection Agency (EPA) has developed multiple phases of national emission standards for small air cooled engines. Briggs & Stratton currently has a complete product offering that complies with the EPA’s Phase II engine emission standards.

The EPA issued proposed Phase III standards in 2008 to further reduce engine exhaust emissions and to control evaporative emissions from small off-road engines and equipment in which they are used. The Phase III standards are similar to those adopted by the California Air Resources Board (CARB). The Phase III program requires evaporative controls in 2009 and go into full effect in 2011 for Class II engines (225 cubic centimeter displacement and larger) and 2012 for Class I engines (less than 225 cubic centimeter displacement). Briggs & Stratton does not believe the cost of compliance with the new standards will have a material adverse effect on its financial position or results of operations.

CARB’s Tier 3 regulation requires additional reductions to engine exhaust emissions and new controls on evaporative emissions from small engines. The Tier 3 regulation was fully phased in during fiscal year 2008. While Briggs & Stratton believes the cost of the regulation may increase engine costs per unit, Briggs & Stratton does not believe the regulation will have a material effect on its financial condition or results of operations. This assessment is based on a number of factors, including revisions the CARB made to its adopted regulation from the proposal published in September 2003 in response to recommendations from Briggs & Stratton and others in the regulated category and intention to pass increased costs associated with the regulation on to consumers.

The European Commission adopted an engine emission Directive regulating exhaust emissions from small air cooled engines. The Directive parallels the Phase I and II regulations adopted by the U.S. EPA. Stage 1 was effective in February 2004 and Stage 2 was phased in between calendar years 2005 and 2007, with some limited extensions available for specific size and type engines until 2010. Briggs & Stratton has a full product line compliant with Stage 2. Briggs & Stratton does not believe the cost of compliance with the Directive will have a material adverse effect on its financial position or results of operations.

Critical Accounting Policies

Briggs & Stratton’s critical accounting policies are more fully described in Note 2 and Note 15 of the Notes to Consolidated Financial Statements. As discussed in Note 2, the preparation of financial statements in conformity with accounting principles generally accepted in the U.S. (“GAAP”) 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 a goodwill assessment, estimates as to the recovery of accounts receivable and inventory reserves, and estimates used in the determination of liabilities related to customer rebates, pension obligations, postretirement benefits, warranty, product liability, litigation and taxation.

The carrying amount of goodwill is tested annually and when events or circumstances indicate that impairment may have occurred. The Company performs impairment reviews using a fair value method for its reporting units, which have been determined to be one level below the Company’s reportable segments. The reporting units are Engine, Home Power Products and Yard Power Products. The fair value represents the amount at which a

reporting unit could be bought or sold in a current transaction between willing parties on an arms-length basis. To estimate fair value, the Company periodically retains independent third party valuation experts. Fair value is estimated using a valuation methodology that incorporates two approaches in estimating fair value including the public guideline company method and the discounted cash flow method. The determination of fair value requires significant management assumptions and other factors including estimating future sales growth, selling prices and costs, changes in working capital, investments in property and equipment, recent stock price volatility, and the selection of an appropriate weighted average cost of capital (WACC). The WACC used for the Engine, Home Power Products and Yard Power Products reporting units were 10.8%, 11.4% and 11.4%, respectively. The decrease in the WACC for each of the reporting units in fiscal 2010 versus fiscal 2009 was attributable to lower risk-free interest rates, decreased market equity betas and lower risk premiums due to an overall improvement in the Company’s market capitalization. The estimated fair value is then compared with the carrying value of the reporting unit, including the recorded goodwill. The Company is subject to financial statement risk to the extent that the carrying amount exceeds the estimated fair value. The impairment testing performed by the Company at June 27, 2010 indicated that the estimated fair value of each reporting unit exceeded its corresponding carrying amount, including recorded goodwill and as such, no impairment existed. Such impairment testing indicated that the estimated fair value of the Yard Power Products reporting unit exceeded its corresponding carrying amount by 11.2%. The estimated fair values of the Engine and Home Power Products reporting units were substantially in excess of their respective carrying values.

Other intangible assets with definite lives continue to be amortized over their estimated useful lives and are subject to impairment testing if events or changes in circumstances indicate that an asset may be impaired. Indefinite lived intangible assets are also subject to impairment testing on at least an annual basis. At June 27, 2010 there was no impairment of intangible assets.

The reserves for customer rebates, warranty, product liability, inventory and doubtful accounts are fact specific and take into account such factors as specific customer situations, historical experience, and current and expected economic conditions.

The Company’s estimate of income taxes payable, deferred income taxes, tax contingencies and the effective tax rate is based on a complex analysis of many factors including interpretations of federal, state and foreign income tax laws, the difference between tax and financial reporting bases of assets and liabilities, estimates of amounts currently due or owed in various jurisdictions, and current accounting standards. We review and update our estimates on a quarterly basis as facts and circumstances change and actual results are known. In addition, federal, state and foreign taxing authorities periodically review the Company’s estimates and interpretation of income tax laws. Adjustments to the effective income tax rate and recorded tax related assets and liabilities may occur in future periods if actual results differ significantly from original estimates and interpretations.

The pension benefit obligation and related pension expense or income are impacted by certain actuarial assumptions, including the discount rate and the expected rate of return on plan assets. These rates are evaluated on an annual basis considering such factors as market interest rates and historical asset performance, which is essential in the current volatile market. Actuarial valuations at June 27, 2010 used a discount rate of 5.30% and an expected rate of return on plan assets of 8.50%. Our discount rate was selected using a methodology that matches plan cash flows with a selection of Moody’s Aa or higher rated bonds, resulting in a discount rate that better matches a bond yield curve with comparable cash flows. A 0.25% decrease in the discount rate would decrease annual pension expense by approximately $0.3 million. A 0.25% decrease in the expected return on plan assets would increase our annual pension expense by approximately $2.3 million. In estimating the expected return on plan assets, the Company considers the historical returns on plan assets, adjusted for forward looking considerations, including inflation assumptions and active management of the plan’s invested assets, knowing that our investment performance has been in the top decile compared to other plans. Changes in the discount rate and return on assets can have a significant effect on the funded status of our pension plans, stockholders’ equity and related expense. We cannot predict these changes in discount rates or investment returns and, therefore, cannot reasonably estimate whether the impact in subsequent years will be significant.

The funded status of the Company’s pension plan is the difference between the projected benefit obligation and the fair value of its plan assets. The projected benefit obligation is the actuarial present value of all benefits expected to be earned by the employees’ service adjusted for future potential wage increases. At June 27, 2010 the fair value of plan assets was less than the projected benefit obligation by approximately $277 million.

The other postretirement benefits obligation and related expense or income are impacted by certain actuarial assumptions, including the health care trend rate. An increase of one percentage point in health care costs would increase the accumulated postretirement benefit obligation by $5.0 million and would increase the service and interest cost by $0.6 million. A corresponding decrease of one percentage point, would decrease the accumulated postretirement benefit by $5.0 million and decrease the service and interest cost by $0.5 million.

For pension and postretirement benefits, actuarial gains and losses are accounted for in accordance with GAAP. Refer to Note 15 of the Notes to the Consolidated Financial Statements for additional discussion.

New Accounting Pronouncements

In February 2010, the Financial Accounting Standards Board (“FASB”) issued an update that removes the requirement for a SEC filer to disclose a date through which subsequent events have been evaluated. This change removes potential conflicts with SEC requirements. The adoption did not have an impact on the Company’s consolidated financial statements.

In August 2009, the FASB issued a clarification on fair value measurements. This clarification provides that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the techniques provided for in this update. This clarification was effective in the first reporting period following issuance, and did not have an impact on the Company’s financial statements.

In June 2009, the FASB issued new guidance for the hierarchy of accounting standards, which establishes the Accounting Standards Codification TM (Codification) as the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Under the Codification, all of its content will carry the same level of authority. This statement is effective for the Company beginning with the first quarter of fiscal year 2010. The adoption of this statement did not have an impact on the Company’s financial position or results of operations.

In June 2009, the FASB issued new guidance that changes the approach to determining the primary beneficiary of a variable interest entity (VIE) and requires companies to more frequently assess whether they must consolidate VIEs. This new standard is effective for fiscal years beginning after November 15, 2009. The adoption of this statement is not expected to have a material impact on the Company’s financial position or results of operations.

In April 2009, the FASB issued an update that requires disclosure about the fair value of financial instruments whenever summarized financial information for interim periods is issued, and requires disclosure of the fair value of all financial instruments (where practicable) in the body or accompanying notes of interim and annual financial statements. This update was effective for the Company’s first quarter of fiscal 2010, with no material impact on the financial statements.

In December 2008, the FASB issued additional guidance on an employer’s disclosures regarding plan assets of a defined benefit pension or other postretirement plan. The objectives of the disclosures required under this guidance are to provide users of financial statements with an understanding of how investment allocation decisions are made; the major categories of plan assets; the inputs and valuation techniques used to measure the fair value of plan assets; the effect of fair value measurements using significant unobservable inputs on changes in plan assets for the period; and significant concentrations of risk within plan assets. These disclosures around plan assets are required for fiscal years ending after December 15, 2009. The adoption of this statement did not have a material impact on the Company’s financial position or results of operations.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Briggs & Stratton is exposed to market risk from changes in foreign exchange rates, commodity prices and interest rates. To reduce the risk from changes in certain foreign exchange rates and commodity prices, Briggs & Stratton uses financial instruments. Briggs & Stratton does not hold or issue financial instruments for trading purposes.

Foreign Currency

Briggs & Stratton’s earnings are affected by fluctuations in the value of the U.S. Dollar against various currencies. Briggs & Stratton purchases components in Euros from third parties and receives Euros for certain products sold to European customers and receives Canadian dollars for certain products sold to Canadian customers. The Yen is used to purchase engines from Briggs & Stratton’s joint venture. Briggs & Stratton’s foreign subsidiaries’ earnings are also influenced by fluctuations of local currencies, including the Australian dollar, against the U.S. dollar as these subsidiaries purchase components and inventory from vendors and the parent in U.S. dollars. Forward foreign exchange contracts are used to partially hedge against the earnings effects of such fluctuations. At June 27, 2010, Briggs & Stratton had the following forward foreign exchange contracts outstanding with the Fair Value Gains shown (in thousands):


Hedge Currency	Notional Value		Fair Market Value	Conversion Currency		(Gain) Loss at Fair Value
Australian Dollar	15,136	$	12,930	U.S.	$	78
Canadian Dollar	12,100	$	11,673	U.S.	$	(15	)
Euro	91,609	$	113,456	U.S.	$	(17,567	)
Japanese Yen	650,000	$	7,294	U.S.	$	(116	)

Fluctuations in currency exchange rates may also impact the shareholders’ investment in Briggs & Stratton. Amounts invested in Briggs & Stratton’s non-U.S. subsidiaries and joint ventures are translated into U.S. dollars at the exchange rates in effect at fiscal year-end. The resulting cumulative translation adjustments are recorded in Shareholders’ Investment as Accumulated Other Comprehensive Income. The cumulative translation adjustments component of Shareholders’ Investment decreased $5.0 million during the year. Using the year-end exchange rates, the total amount invested in non-U.S. subsidiaries on June 27, 2010 was approximately $133.7 million.

Commodity Prices

Briggs & Stratton is exposed to fluctuating market prices for commodities, including natural gas, copper and aluminum. The Company has established programs to manage commodity price fluctuations through contracts that fix the price of certain commodities, some of which are financial derivative instruments. The maturities of these contracts coincide with the expected usage of the commodities for periods up to the next twenty-four months.

Interest Rates

Briggs & Stratton is exposed to interest rate fluctuations on its borrowings, depending on general economic conditions.

On June 27, 2010, Briggs & Stratton had the following short-term loan outstanding (in thousands):

Currency

Amount

Weighted Average

Interest Rate

U.S. Dollars

3,000

3.77%

This loan has a variable interest rate. Assuming borrowings are outstanding for an entire year, an increase (decrease) of one percentage point in the weighted average interest rate would increase (decrease) interest expense by $30 thousand.

Current maturities on long-term loans, net of unamortized discount, consisted of the following (in thousands):

Description

Amount

Maturity

Weighted Average

Interest Rate

8.875% Senior Notes

203,460

March 2011

8.875%

The Senior Notes carry fixed rates of interest and are therefore not subject to market fluctuation.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated Balance Sheets

AS OF JUNE 27, 2010 AND JUNE 28, 2009

(in thousands)


ASSETS	2010		2009
CURRENT ASSETS:

Cash and Cash Equivalents	$	116,554	$	15,992
Receivables, Less Reserves of $11,317 and $7,360, Respectively		286,426		262,934
Inventories:
Finished Products and Parts		278,922		359,429
Work in Process		114,483		109,774
Raw Materials		6,941		8,136

Total Inventories		400,346		477,339
Deferred Income Tax Asset		41,138		51,658
Assets Held for Sale		4,000		4,000
Prepaid Expenses and Other Current Assets		57,179		48,597

Total Current Assets		905,643		860,520

GOODWILL		252,975		253,854

INVESTMENTS		19,706		18,667

DEFERRED LOAN COSTS, Net		525		1,776

OTHER INTANGIBLE ASSETS, Net		90,345		92,190

LONG-TERM DEFERRED INCOME TAX ASSET		72,492		23,165

OTHER LONG-TERM ASSETS, Net		10,608		8,676

PLANT AND EQUIPMENT:

Land and Land Improvements		17,303		17,559
Buildings		136,725		133,749
Machinery and Equipment		804,362		827,259
Construction in Progress		21,508		13,115

		979,898		991,682
Less - Accumulated Depreciation		642,135		631,507

Total Plant and Equipment, Net		337,763		360,175

	$	1,690,057	$	1,619,023

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

AS OF JUNE 27, 2010 AND JUNE 28, 2009

(in thousands, except per share data)


LIABILITIES AND SHAREHOLDERS’ INVESTMENT	2010			2009
CURRENT LIABILITIES:

Accounts Payable	$	171,495		$	128,151
Short-term Debt		3,000			3,000
Current Maturity on Long-term Debt		203,460			-
Accrued Liabilities:
Wages and Salaries		74,837			54,663
Warranty		29,578			30,427
Accrued Postretirement Health Care Obligation		22,847			26,343
Other		58,294			56,505

Total Accrued Liabilities		185,556			167,938

Total Current Liabilities		563,511			299,089

ACCRUED PENSION COST		274,737			138,811

ACCRUED EMPLOYEE BENEFITS		23,006			19,429

ACCRUED POSTRETIREMENT HEALTH CARE OBLIGATION		135,978			155,443

ACCRUED WARRANTY		12,367			11,617

OTHER LONG-TERM LIABILITIES		29,881			18,846

LONG-TERM DEBT		-			281,104

SHAREHOLDERS’ INVESTMENT:
Common Stock - Authorized 120,000 Shares $.01 Par Value, Issued 57,854 Shares		579			579
Additional Paid In Capital		80,353			77,522
Retained Earnings		1,090,843			1,075,838
Accumulated Other Comprehensive Loss		(318,709	)		(250,273	)
Treasury Stock at Cost, 7,793 Shares in 2010 and 8,042 Shares in 2009		(202,489	)		(208,982	)

Total Shareholders’ Investment		650,577			694,684

	$	1,690,057		$	1,619,023

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

Consolidated Statements of Earnings

FOR THE FISCAL YEARS ENDED JUNE 27, 2010, JUNE 28, 2009 AND JUNE 29, 2008

(in thousands, except per share data)


	2010		2009		2008
NET SALES	$	2,027,872	$	2,092,189	$	2,151,393

COST OF GOODS SOLD		1,647,937		1,753,935		1,844,077

IMPAIRMENT CHARGE		-		4,575		-

Gross Profit		379,935		333,679		307,316

ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		280,248		265,338		280,976
LITIGATION SETTLEMENT		30,600		-		-

Income from Operations		69,087		68,341		26,340

INTEREST EXPENSE		(26,469)		(31,147)		(38,123)

OTHER INCOME, Net		6,455		3,215		41,392

Income Before Provision for Income Taxes		49,073		40,409		29,609

PROVISION FOR INCOME TAXES		12,458		8,437		7,009


NET INCOME	$	36,615	$	31,972	$	22,600


EARNINGS PER SHARE DATA

Weighted Average Shares Outstanding		49,668		49,572		49,549

Basic Earnings Per Share	$	0.73	$	0.64	$	0.46


Diluted Average Shares Outstanding		50,064		49,725		49,652

Diluted Earnings Per Share	$	0.73	$	0.64	$	0.46

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

Consolidated Statements of Shareholders’ Investment

FOR THE FISCAL YEARS ENDED JUNE 27, 2010, JUNE 28, 2009 AND JUNE 29, 2008

(in thousands, except per share data)


	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Com- prehensive Income (Loss)		Treasury Stock		Comprehensive Income (Loss)
BALANCES, JULY 1, 2007	$	579	$	73,149	$	1,107,514	$	(128,951)	$	(213,837)
Comprehensive Income:
Net Income		-		-		22,600		-		-	$	22,600
Foreign Currency Translation Adjustments		-		-		-		10,846		-		10,846
Unrealized Gain on Derivatives, net of tax		-		-		-		5,550		-		5,550
Change in Pension and Postretirement Plans, net of tax of $1,483		-		-		-		2,321		-		2,321

Total Comprehensive Income		-		-		-		-		-	$	41,317

Cash Dividends Paid ($0.88 per share)		-		-		(43,560)		-		-
Stock Option Activity, net of tax		-		3,230		-		-		1,065
Restricted Stock		-		(974)		-		-		638
Amortization of Unearned Compensation		-		1,117		-		-		-
Deferred Stock		-		142		-		-		-
Shares Issued to Directors		-		3		-		-		92
Adoption of FIN 48		-		-		(4,001)		-		-

BALANCES, JUNE 29, 2008	$	579	$	76,667	$	1,082,553	$	(110,234)	$	(212,042)
Comprehensive Income:
Net Income		-		-		31,972		-		-	$	31,972
Foreign Currency Translation Adjustments		-		-		-		(13,684)		-		(13,684)
Unrealized Loss on Derivatives, net of tax		-		-		-		(7,576)		-		(7,576)
Change in Pension and Postretirement Plans, net of tax of $75,953		-		-		-		(118,779)		-		(118,779)

Total Comprehensive Loss		-		-		-		-		-	$	(108,067)

Cash Dividends Paid ($0.77 per share)		-		-		(38,171)		-		-
Stock Option Activity, net of tax		-		1,760		-		-		-
Restricted Stock		-		(3,075)		-		-		2,880
Amortization of Unearned Compensation		-		1,097		-		-		-
Deferred Stock		-		1,142		-		-		160
Shares Issued to Directors		-		(69)		-		-		20
Adoption of EITF 06-4 and 06-10		-		-		(516)		-		-

BALANCES, JUNE 28, 2009	$	579	$	77,522	$	1,075,838	$	(250,273)	$	(208,982)
Comprehensive Income:
Net Income		-		-		36,615		-		-	$	36,615
Foreign Currency Translation Adjustments		-		-		-		(4,989)		-		(4,989)
Unrealized Gain on Derivatives, net of tax		-		-		-		11,626		-		11,626
Change in Pension and Postretirement Plans, net of tax of $41,348		-		-		-		(75,073)		-		(75,073)

Total Comprehensive Loss		-		-		-		-		-	$	(31,821)

Cash Dividends Paid ($0.44 per share)		-		-		(22,125)		-		-
Stock Option Activity, net of tax		-		2,959		-		-		1,514
Restricted Stock		-		(5,023)		-		-		4,928
Amortization of Unearned Compensation		-		2,055		-		-		-
Deferred Stock		-		2,877		-		-		31
Shares Issued to Directors		-		(37)		-		-		20
Reclassification of EITF 06-4 and 06-10		-		-		516		-		-

BALANCES, JUNE 27, 2010	$	579	$	80,353	$	1,090,843	$	(318,709)	$	(202,489)

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

Consolidated Statements of Cash Flows

FOR THE FISCAL YEARS ENDED JUNE 27, 2010, JUNE 28, 2009 AND JUNE 29, 2008

(in thousands)


	2010			2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	36,615		$	31,972		$	22,600
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation and Amortization		66,232			67,803			68,886
Stock Compensation Expense		6,975			3,999			4,563
Impairment Charge		-			4,575			-
Earnings of Unconsolidated Affiliates		(4,071	)		(1,526	)		(3,587	)
Dividends Received from Unconsolidated Affiliates		4,005			5,211			2,799
Loss on Disposition of Plant and Equipment		2,125			2,514			2,708
Gain on Sale of Investment		-			-			(36,960	)
(Gain) Loss on Curtailment of Employee Benefits		-			1,190			(13,288	)
Credit for Deferred Income Taxes		3,755			7,368			10,506
Change in Operating Assets and Liabilities, Net of Effects of Acquisition:
(Increase) Decrease in Receivables		(24,430	)		59,809			6,906
Decrease in Inventories		76,389			61,810			18,390
(Increase) Decrease in Prepaid Expenses and Other Current Assets		1,032			(13,152	)		9,954
Increase (Decrease) in Accounts Payable, Accrued Liabilities and Income Taxes		67,947			(45,318	)		(22,157	)
Change in Accrued Pension		(4,808	)		(8,441	)		(2,258	)
Other, Net		11,975			(5,394	)		(7,773	)

Net Cash Provided by Operating Activities		243,741			172,420			61,289

CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to Plant and Equipment		(44,443	)		(43,027	)		(65,513	)
Cash Paid for Acquisition, Net of Cash Acquired		-			(24,757	)		-
Proceeds Received on Disposition of Plant and Equipment		276			3,659			680
Proceeds Received on Sale of Investment		-			-			66,011
Other, Net		(144	)		(348	)		(503	)

Net Cash Provided (Used) by Investing Activities		(44,311	)		(64,473	)		675

CASH FLOWS FROM FINANCING ACTIVITIES:
Net Borrowings (Repayments) on Revolver		(34,000	)		(65,077	)		99,077
Payments on Long-Term Debt		(44,236	)		(20,000	)		(118,139	)
Issuance Cost of Amended Revolver		-			-			(1,286	)
Cash Dividends Paid		(22,125	)		(38,171	)		(43,560	)
Stock Option Exercise Proceeds and Tax Benefits		864			-			991

Net Cash Used by Financing Activities		(99,497	)		(123,248	)		(62,917	)

EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		629			(1,175	)		3,952

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		100,562			(16,476	)		2,999
CASH AND CASH EQUIVALENTS:
Beginning of Year		15,992			32,468			29,469

End of Year	$	116,554		$	15,992		$	32,468

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest Paid	$	26,693		$	31,169		$	40,332

Income Taxes Paid (Refunded)	$	(6	)	$	4,107		$	4,032

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

Notes to Consolidated Financial Statements

FOR THE FISCAL YEARS ENDED JUNE 27, 2010, JUNE 28, 2009 AND JUNE 29, 2008

(1) Nature of Operations:

Briggs & Stratton (the “Company”) is a U.S. based producer of air cooled gasoline engines and engine powered outdoor equipment. The Company’s Engine segment sells engines worldwide, primarily to original equipment manufacturers of lawn and garden equipment and other gasoline engine powered equipment. The Company’s Power Products segment designs, manufacturers and markets a wide range of outdoor power equipment and related accessories.

(2) Summary of Significant Accounting Policies:

Fiscal Year: The Company’s fiscal year consists of 52 or 53 weeks, ending on the Sunday nearest the last day of June in each year. Fiscal years 2010, 2009 and 2008 were all 52 weeks long. All references to years relate to fiscal years rather than calendar years.

Principles of Consolidation: The consolidated financial statements include the accounts of the Company and its majority owned domestic and foreign subsidiaries after elimination of intercompany accounts and transactions.

Accounting Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

Cash and Cash Equivalents: This caption includes cash, commercial paper and certificates of deposit. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Bank overdrafts of $0.0 million and $0.2 million are included in accounts payable at June 27, 2010 and June 28, 2009, respectively.

Receivables: Receivables are recorded at their original carrying value less reserves for estimated uncollectible accounts.

Inventories: Inventories are stated at cost, which does not exceed market. The last-in, first-out (LIFO) method was used for determining the cost of approximately 41% of total inventories at June 27, 2010 and 46% of total inventories at June 28, 2009. The cost for the remaining inventories was determined using the first-in, first-out (FIFO) method. If the FIFO inventory valuation method had been used exclusively, inventories would have been $57.6 million and $59.2 million higher in fiscal 2010 and 2009, respectively. The LIFO inventory adjustment was determined on an overall basis, and accordingly, each class of inventory reflects an allocation based on the FIFO amounts. During 2010 and 2009, liquidation of LIFO layers generated income of $1.7 million and $9.3 million, respectively.

Goodwill and Other Intangible Assets: Goodwill reflects the cost of acquisitions in excess of the fair values assigned to identifiable net assets acquired. Goodwill is assigned to reporting units based upon the expected benefit of the synergies of the acquisition. The reporting units are Engine, Home Power Products and Yard Power Products and have goodwill at June 27, 2010 of $136.9 million, $83.3 million and $32.8 million, respectively. Other Intangible Assets reflect identifiable intangible assets that arose from purchase acquisitions. Other Intangible Assets are comprised of trademarks, patents and customer relationships. Goodwill and trademarks, which are considered to have indefinite lives are not amortized; however, both must be tested for impairment annually. Amortization is recorded on a straight-line basis for other intangible assets with finite lives. 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 Company is subject to financial statement risk in the event that goodwill and intangible assets become impaired. The Company performed the required impairment tests in fiscal 2010, 2009 and 2008, and found no impairment of the assets.

Investments: This caption represents the Company’s investment in its 30% and 50% owned joint ventures. Until the second quarter of fiscal 2008, investments also included preferred stock in privately held Metal

Notes . . .

Technologies Holding Company, Inc. (MTHC). The investments in the joint ventures are accounted for under the equity method. During the second quarter of fiscal 2008, the Company and MTHC entered into a Class B Preferred Share Redemption Agreement that provided for MTHC to pay all dividends in arrears on the 45,000 MTHC Class B preferred shares held by the Company and redeem the shares in exchange for a payment to the Company. The shares were received as part of the payment from MTHC when it acquired certain foundry operations of the Company in 1999. The Company received $66.0 million, resulting in a $37.0 million gain ($29.0 million after tax) on this redemption of preferred stock and final dividend payment.

Deferred Loan Costs: Expenses associated with the issuance of debt instruments are capitalized and are being amortized over the terms of the respective financing arrangement using the straight-line method over periods ranging from three to ten years. Accumulated amortization related to outstanding debt instruments amounted to $14.0 million as of June 27, 2010 and $12.5 million as of June 28, 2009.

Plant and Equipment and Depreciation: Plant and equipment are stated at cost and depreciation is computed using the straight-line method at rates based upon the estimated useful lives of the assets, as follows:


		Useful Life Range (In Years)
Software		3 - 10

Land Improvements		20 - 40

Buildings		20 - 50

Machinery & Equipment		3 - 20

Expenditures for repairs and maintenance are charged to expense as incurred. Expenditures for major renewals and betterments, which significantly extend the useful lives of existing plant and equipment, are capitalized and depreciated. Upon retirement or disposition of plant and equipment, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in cost of goods sold.

Impairment of Property, Plant and Equipment: Property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and carrying value of the asset or group of assets. There were no adjustments to the carrying value of property, plant and equipment in fiscal 2010 and 2008. Refer to Note 19 of the Notes to Consolidated Financial Statements for an impairment charge recognized in fiscal 2009.

Warranty: The Company 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. In fiscal 2008 and 2007, the Company incurred $19.8 million and $5.0 million, respectively, of expenses to accrue for current and future warranty claims related to a snow thrower engine recall. The snow thrower engines were recalled due to a potential risk of fire. The amounts accrued were to repair the units to eliminate the potential fire hazard. As of June 27, 2010, the Consolidated Balance Sheet includes $0.6 million of reserves for this specific engine warranty matter. Product liability reserves totaling less than $50,000 have been accrued for product liability matters related to this recall as the Company has had minimal product liability claims asserted for nominal amounts related to the snow engine recall. The following is a reconciliation of the changes in accrued warranty costs for the reporting period (in thousands):


	2010			2009
Balance, Beginning of Period	$	42,044		$	49,548

Payments		(31,015	)		(34,255	)

Provision for Current Year Warranties		32,089			28,623

Credit for Prior Years Warranties		(1,173	)		(1,872	)

Balance, End of Period	$	41,945		$	42,044

Revenue Recognition: Net sales include sales of engines, power products, and related service parts and accessories, net of allowances for cash discounts, customer volume rebates and discounts, floor plan interest

Notes . . .

and advertising allowances. The Company recognizes revenue when all of the following criteria are met: persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable, and collectibility is reasonably assured. This is generally upon shipment, except for certain international shipments, where revenue is recognized when the customer receives the product.

Included in net sales are costs associated with programs under which the Company shares the expense of financing certain dealer and distributor inventories, referred to as floor plan expense. This represents interest for a pre-established length of time based on a variable rate from a contract with a third party financing source for dealer and distributor inventory purchases. Sharing the cost of these financing arrangements is used by Briggs & Stratton as a marketing incentive for customers to buy inventory. The financing costs included in net sales in fiscal 2010, 2009 and 2008 were $6.4 million, $6.2 million and $9.1 million, respectively.

The Company also offers a variety of customer rebates and sales incentives. The Company records estimates for rebates and incentives at the time of sale, as a reduction in net sales.

Income Taxes: The Provision for Income Taxes includes federal, state and foreign income taxes currently payable and those deferred because of temporary differences between the financial statement and tax bases of assets and liabilities. The Deferred Income Tax Asset represents temporary differences relating to current assets and current liabilities, and the Long-Term Deferred Income Tax Asset represents temporary differences related to noncurrent assets and liabilities. A valuation allowance is recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.

Retirement Plans: The Company has noncontributory, defined benefit retirement plans and postretirement benefit plans covering certain employees. Retirement benefits represent a form of deferred compensation, which are subject to change due to changes in assumptions. Management reviews underlying assumptions on an annual basis. Refer to Note 15 of the Notes to Consolidated Financial Statements.

Research and Development Costs: Expenditures relating to the development of new products and processes, including significant improvements and refinements to existing products, are expensed as incurred. The amounts charged against income were $22.3 million in fiscal 2010, $23.0 million in fiscal 2009 and $26.5 million in fiscal 2008.

Advertising Costs: Advertising costs, included in Engineering, Selling, General and Administrative Expenses in the accompanying Consolidated Statements of Earnings, are expensed as incurred. These expenses totaled $25.1 million in fiscal 2010, $19.2 million in fiscal 2009 and $34.0 million in fiscal 2008.

The Company reports co-op advertising expense as a reduction in net sales. Co-op advertising expense reported as a reduction in net sales totaled $0.3 million in fiscal 2010, $1.4 million in fiscal 2009 and $10.2 million in fiscal 2008.

Shipping and Handling Fees: Revenue received from shipping and handling fees is reflected in net sales and related shipping costs are recorded in cost of goods sold. Shipping fee revenue for fiscal 2010, 2009 and 2008 was $4.1 million, $4.3 million and $4.8 million, respectively.

Foreign Currency Translation: Foreign currency balance sheet accounts are translated into dollars at the rates of exchange in effect at fiscal year-end. Income and expenses incurred in a foreign currency are translated at the average rates of exchange in effect during the year. The related translation adjustments are made directly to a separate component of Shareholders’ Investment.

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.

The shares outstanding used to compute diluted earnings per share for fiscal 2010, 2009 and 2008 excludes outstanding options to purchase 3,796,137, 4,305,681 and 3,885,321 shares of common stock, respectively, with weighted average exercise prices of $30.68, $29.53 and $31.96, respectively. These options are excluded because their exercise prices are greater than the average market price of the common shares, and their inclusion in the computation would be antidilutive.

Notes . . .

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


	Fiscal Year Ended
	June 27, 2010		June 28, 2009		June 29, 2008
Net Income Used in Basic and Diluted Earnings Per Share	$	36,615	$	31,972	$	22,600


Average Shares of Common Stock Outstanding		49,668		49,572		49,549
Incremental Common Shares Applicable to Common Stock Options Based on the Common Stock Average Market Price During the Period		-		-		1
Incremental Common Shares Applicable to Deferred and Restricted Common Stock Based on the Common Stock Average Market Price During the Period		396		153		102

Diluted Average Common Shares Outstanding		50,064		49,725		49,652

Comprehensive Income (Loss): Comprehensive Income (Loss) is a more inclusive financial reporting method that includes disclosure of financial information that historically has not been recognized in the calculation of net income. The Company has chosen to report Comprehensive Income (Loss) and Accumulated Other Comprehensive Income (Loss) which encompasses net income, cumulative translation adjustments, unrealized gain (loss) on derivatives and unrecognized pension and postretirement obligations in the Consolidated Statements of Shareholders’ Investment. Information on Accumulated Other Comprehensive Income (Loss) is as follows (in thousands):


	Cumulative Translation Adjustments		Unrealized Gain (Loss) on Derivatives			Unrecognized Pension and Postretirement Obligation			Accumulated Other Comprehensive Income (Loss)
Balance at July 1, 2007	$	11,799	$	(1,101	)	$	(139,649	)	$	(128,951	)
Fiscal Year Change		10,846		5,550			2,321			18,717

Balance at June 29, 2008		22,645		4,449			(137,328	)		(110,234	)
Fiscal Year Change		(13,684)		(7,576	)		(118,779	)		(140,039	)

Balance at June 28, 2009		8,961		(3,127	)		(256,107	)		(250,273	)
Fiscal Year Change		(4,989)		11,626			(75,073	)		(68,436	)

Balance at June 27, 2010	$	3,972	$	8,499		$	(331,180	)	$	(318,709	)

Derivative Instruments & Hedging Activity: Derivatives are recorded on the Balance Sheets as assets or liabilities, measured at fair value. The Company enters into derivative contracts designated as cash flow hedges to manage certain currency and commodity exposures.

Changes in the fair value of cash flow hedges to manage its foreign currency exposure are recorded on the Consolidated Statements of Earnings or as a component of Accumulated Other Comprehensive Income (Loss). The amounts included in Accumulated Other Comprehensive Income (Loss) are reclassified into income when the forecasted transactions occur. 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 all derivatives deemed to be ineffective are recorded as either income or expense in the accompanying Consolidated Statements of Earnings. These instruments generally do not have a maturity of more than twenty-four months.

The Company manages its exposure to fluctuation in the cost of natural gas used by its operating facilities through participation in a third party managed dollar cost averaging program linked to NYMEX futures. As a participant in the program, the Company hedges up to 100% of its anticipated monthly natural gas usage along with a pool of other companies. The Company does not hold any actual futures contracts, and actual delivery of natural gas is not required of the participants in the program. Cash settlements occur on a monthly basis based on the difference between the average dollar price of the underlying NYMEX futures held by the third party and the actual price of natural gas paid by the Company in the period. The fair value of the underlying NYMEX futures is reflected as an asset or liability on the accompanying Consolidated Balance Sheets. Changes in fair value are reflected as a Component of Accumulated Other Comprehensive Income

Notes . . .

(Loss), which are reclassified into the income statement as the monthly cash settlements occur and actual natural gas is consumed. These contracts generally do not have a maturity of more than twenty-four months.

The Company manages its exposure to fluctuations in the cost of copper to be used in manufacturing by entering into forward purchase contracts designated as cash flow hedges. The Company hedges up to 100% of its anticipated copper usage, and the fair value of outstanding futures contracts is reflected as an asset or liability on the accompanying Consolidated Balance Sheets based on NYMEX prices. Changes in fair value are reflected as a component of Accumulated Other Comprehensive Income (Loss) if the forward purchase contracts are deemed to be effective. Changes in the fair value of all derivatives deemed to be ineffective are recorded as either income or expense in the accompanying Consolidated Statements of Earnings. Unrealized gains or losses associated with the forward purchase contracts are captured in inventory costs and are realized in the income statement when sales of inventory are made. These contracts generally do not have a maturity of more than twenty-four months.

The Company has considered the counterparty credit risk related to all its foreign currency and commodity derivative contracts and does not deem any counterparty credit risk material at this time.

As of June 27, 2010, the Company had the following outstanding derivative contracts (in thousands):


Contract		Quantity
Foreign Currency:
Australian Dollar	Sell	15,136	AUD
Canadian Dollar	Sell	12,100	CAD
Euro	Sell	91,609	EUR
Japanese Yen	Buy	650,000	JPY
Commodity:
Copper	Buy	350	Pounds
Natural Gas	Buy	16,547	Therms

As of June 27, 2010 and for the year ended June 27, 2010, the Company’s derivative contracts had the following impact on the Consolidated Balance Sheet and the Consolidated Statement of Earnings (in thousands):


	Asset Derivatives			Liability Derivatives
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Foreign currency contracts	Other Current Assets	$	16,440	Accrued Liabilities	$	296
Commodity contracts	Other Current Assets		34	Accrued Liabilities		1,377
Foreign currency contracts	Other Long-Term Assets, Net		1,478	Other Long-Term Liabilities		-
Commodity contracts	Other Long-Term Assets, Net		-	Other Long-Term Liabilities		728

		$	17,952		$	2,401


	Amount of Gain (Loss) Recognized in Other Comprehensive Loss on Derivative (Effective Portion)			Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)	Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)
Foreign currency contracts	$	(7	)	Net Sales	$	(750	)
Foreign currency contracts		9,771		Cost of Goods Sold		187
Commodity contracts		(1,265	)	Cost of Goods Sold		2,978

	$	8,499			$	2,415

Of the $8.5 million gain detailed above that is currently recognized in Other Comprehensive Loss, the Company expects to reclassify approximately $8.0 million into earnings within the next twelve months. Any ineffectiveness incurred upon inception of the Company’s derivative contracts is negligible.

New Accounting Pronouncements:

Notes . . .

change removes potential conflicts with SEC requirements. The adoption did not have an impact on the Company’s consolidated financial statements.

In June 2009, the FASB issued new guidance for the hierarchy of accounting standards, which establishes the Accounting Standards Codification TM (Codification) as the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Under the Codification, all of its content will carry the same level of authority. This statement was effective for the Company beginning with the first quarter of fiscal 2010. The adoption of this statement did not have an impact on the Company’s financial position or results of operations.

Reclassification: Certain amounts in prior year financial statements have been reclassified to conform to current year presentation.

(3) Acquisitions:

On June 30, 2008 the Company, through its wholly owned subsidiary Briggs & Stratton Australia, Pty. Limited, acquired Victa Lawncare Pty. Limited (Victa) of Sydney, Australia from GUD Holdings Limited for total consideration of $24.8 million in net cash. Victa is a leading designer, manufacturer and marketer of a broad range of outdoor power equipment used in consumer lawn and garden applications in Australia and New Zealand. Victa’s products are sold at large retail stores and independent dealers. The Company financed the transaction from cash on hand and its existing credit facilities. Victa is included in the Power Products segment.

The acquisition has been accounted for using the purchase method of accounting. The purchase price was allocated to identifiable assets acquired and liabilities assumed based upon their estimated fair values, with the excess purchase price recorded as goodwill, none of which is tax deductible. This goodwill is recorded

Notes . . .

within the Engines segment. 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	$	14,057
Property, Plant & Equipment		5,357
Goodwill		8,063
Other Intangible Assets		4,068

Total Assets Acquired		31,545
Liabilities Assumed:
Current Liabilities		6,788

Total Liabilities Assumed		6,788

Net Assets Acquired	$	24,757

(4) Fair Value Measurements:

FASB Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements, defines a framework for measuring fair value and expands the related disclosures. To increase consistency and comparability in fair value measurements and related disclosures, ASC Topic 820 established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels:

Level 1: Quoted prices for identical instruments in active markets.

Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-driven valuations whose inputs are observable or whose significant value drivers are observable.

Level 3: Significant inputs to the valuation model are unobservable.

The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 27, 2010 (in thousands):


		Fair Value Measurement Using
	June 27, 2010	Level 1	Level 2	Level 3
Assets:
Derivatives	$ 17,952	$ 17,918	$ 34	$ -
Liabilities:
Derivatives	2,401	296	2,105	-

The Company has currently chosen not to elect the fair value option for any items that are not already required to be measured at fair value in accordance with accounting principles generally accepted in the United States.

(5) Goodwill and Other Intangible Assets:

Goodwill reflects the cost of acquisitions in excess of the fair values assigned to identifiable net assets acquired. Goodwill is assigned to reporting units based upon the expected benefit of the synergies of the acquisition. The reporting units are Engine, Home Power Products and Yard Power Products and have goodwill at June 27, 2010 of $136.9 million, $83.3 million and $32.8 million, respectively.

Notes . . .

The changes in the carrying amount of goodwill for the fiscal years ended June 27, 2010 and June 28, 2009 are as follows (in thousands):


	2010			2009
Beginning Goodwill Balance	$	253,854		$	248,328
Victa Acquisition		-			8,063
Tax Benefit on Amortization		(1,779	)		(1,779	)
Reclassification		263			-
Effect of Translation		637			(758	)

Ending Goodwill Balance	$	252,975		$	253,854

The Company’s other intangible assets for the years ended June 27, 2010 and June 28, 2009 are as follows (in thousands):


	2010						2009
	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
Amortized Intangible Assets:
Patents	$	13,601	$	(7,049)	$	6,552	$	13,601	$	(5,843)	$	7,758
Customer Relationships		17,910		(4,298)		13,612		17,910		(3,582)		14,328
Miscellaneous		279		(279)		-		279		(279)		-
Effect of Translation		22		-		22		-		-		-

Total Amortized Intangible Assets		31,812		(11,626)		20,186		31,790		(9,704)		22,086
Unamortized Intangible Assets:
Trademarks/Brand Names		69,841		-		69,841		70,104		-		70,104

Total Unamortized Intangible Assets		69,841		-		69,841		70,104		-		70,104

Effect of Translation		318		-		318		-		-		-

Total Intangible Assets	$	101,971	$	(11,626)	$	90,345	$	101,894	$	(9,704)	$	92,190

Amortization expense of other intangible assets amounted to approximately $1.9 million in each of 2010, 2009, and 2008.

The estimated amortization expense of other intangible assets for the next five years is (in thousands):


2011	$	1,911
2012		1,911
2013		1,911
2014		1,911
2015		1,860

	$	9,504

(6) Income Taxes:

The provision (credit) for income taxes consists of the following (in thousands):


	2010		2009			2008
Current
Federal	$	4,740	$	(1,152	)	$	(5,800	)
State		305		(336	)		3
Foreign		3,658		2,557			2,300

		8,703		1,069			(3,497	)
Deferred		3,755		7,368			10,506

	$	12,458	$	8,437		$	7,009

Notes . . .

A reconciliation of the U.S. statutory tax rates to the effective tax rates on income follows:


	2010	2009			2008
U.S. Statutory Rate	35.0%		35.0%			35.0%
State Taxes, Net of Federal Tax Benefit	0.9%		0.8%			2.4%
Foreign Taxes	1.9%		(4.3%)			3.4%
Benefit on Dividends Received	(1.6%)		(1.5%)			(22.3%)
Changes to Unrecognized Tax Benefits	(10.9%)		(7.5%)			-
Other	0.1%		(1.6%)			5.2%

Effective Tax Rate	25.4%		20.9%			23.7%

The components of deferred income taxes were as follows (in thousands):
Current Asset (Liability):		2010			2009
Difference Between Book and Tax Related to:
Inventory		$	13,626		$	16,624
Payroll Related Accruals			4,725			7,768
Warranty Reserves			11,464			11,839
Workers Compensation Accruals			2,035			2,482
Other Accrued Liabilities			17,655			17,469
Pension Cost			1,032			1,031
Miscellaneous			(9,399	)		(5,555	)

Deferred Income Tax Asset		$	41,138		$	51,658


Long-Term Asset (Liability):		2010			2009
Difference Between Book and Tax Related to:
Pension Cost		$	95,375		$	43,185
Accumulated Depreciation			(45,075	)		(49,218	)
Intangibles			(75,090	)		(71,686	)
Accrued Employee Benefits			33,676			28,472
Postretirement Health Care Obligation			52,711			59,404
Warranty Reserves			4,823			4,530
Valuation Allowance			(9,131	)		(6,712	)
Net Operating Loss Carryforwards			10,475			7,073
Miscellaneous			4,728			8,117

Deferred Income Tax Asset		$	72,492		$	23,165

The deferred tax assets that were generated as a result of foreign income tax loss carryforwards and tax incentives in the amount of $6.9 million are potentially not useable by certain foreign subsidiaries. If not utilized against taxable income, $6.7 million will expire from 2011 through 2021. The remaining $0.2 million has no expiration date. In addition, a deferred tax asset of $3.6 million was generated as a result of state income tax loss and state incentive tax credit carryforwards. If not utilized against future taxable income, this amount will expire at various times between 2011 through 2028. Realization of the deferred tax assets are contingent upon generating sufficient taxable income prior to expiration of these carryforwards. Management believes that realization of certain foreign deferred tax assets is unlikely, therefore valuation allowances were established in the amount of $6.9 million. In addition, state tax credits in the amount of $2.2 million are potentially not useable against future state income taxes.

The Company has not recorded deferred income taxes applicable to undistributed earnings of foreign subsidiaries because the Company intends to reinvest such earnings indefinitely outside of the U.S. The undistributed earnings amounted to approximately $36.6 million at June 27, 2010. If the Company were to distribute these earnings, foreign tax credits may become available under current law to reduce the resulting U.S. income tax. Determination of the amount of unrecognized deferred tax liability related to these earnings is not practicable.

Notes . . .

The change to the total unrecognized tax benefits of the Company during the fiscal year ended June 27, 2010 is reconciled as follows:

Uncertain Tax Positions (in thousands):


Beginning Balance at June 28, 2009	$	16,133
Changes based on tax positions related to prior year		(1,503	)
Lapse of statute of limitations		(4,505	)
Additions based on tax positions related to current year		1,529
Settlements with taxing authorities		(576	)
Impact of changes in interest accruals		(277	)

Balance at June 27, 2010	$	10,801

As of June 27, 2010, the Company had $19.1 million of gross unrecognized tax benefits. Of this amount, $11.1 million represents the portion that, if recognized, would impact the effective tax rate. As of June 27, 2010, the Company had $5.9 million accrued for the payment of interest and penalties.

The Company files income tax returns in the U.S. and various state and foreign jurisdictions and is regularly audited by federal, state and foreign tax authorities. In the U.S., the Company is no longer subject to U.S. federal income tax examinations before 2006. The Company is currently under audit by various state and foreign jurisdictions. With respect to the Company’s major foreign jurisdictions, it is no longer subject to tax examinations before 1999.

Notes . . .

(7) Segment and Geographic Information and Significant Customers:

The Company has concluded that it operates two reportable business segments that are managed separately based on fundamental differences in their operations. Summarized segment data is as follows (in thousands):


		2010			2009			2008
NET SALES:
Engines	$	1,406,740		$	1,414,113		$	1,459,882
Power Products		814,289			892,887			870,403
Eliminations		(193,157	)		(214,811	)		(178,892	)

	$	2,027,872		$	2,092,189		$	2,151,393


GROSS PROFIT ON SALES:
Engines	$	308,543		$	266,289		$	270,961
Power Products		79,524			67,479			39,376
Eliminations		(8,132	)		(89	)		(3,021	)

	$	379,935		$	333,679		$	307,316


INCOME (LOSS) FROM OPERATIONS:
Engines	$	83,147		$	83,411		$	69,455
Power Products		(5,928	)		(14,981	)		(40,094	)
Eliminations		(8,132	)		(89	)		(3,021	)

	$	69,087		$	68,341		$	26,340


ASSETS:
Engines	$	1,161,775		$	1,099,653		$	1,302,986
Power Products		678,594			700,651			1,150,040
Eliminations		(150,312	)		(181,281	)		(619,732	)

	$	1,690,057		$	1,619,023		$	1,833,294


CAPITAL EXPENDITURES:
Engines	$	32,635		$	32,032		$	36,998
Power Products		11,808			10,995			28,515

	$	44,443		$	43,027		$	65,513


DEPRECIATION & AMORTIZATION:
Engines	$	47,760		$	49,045		$	48,922
Power Products		18,472			18,758			19,964

	$	66,232		$	67,803		$	68,886


Information regarding the Company’s geographic sales based on product shipment destination (in thousands):

		2010			2009			2008
United States	$	1,525,045		$	1,589,223		$	1,584,635
All Other Countries		502,827			502,966			566,758

Total	$	2,027,872		$	2,092,189		$	2,151,393


Information regarding the Company’s long-lived assets based on geographic location (in thousands):

		2010			2009			2008
United States	$	737,016		$	708,413		$	817,558
All Other Countries		47,399			50,090			37,199

Total	$	784,415		$	758,503		$	854,757

Notes . . .

Sales to the following customers in the Company’s Engines segment amount to greater than or equal to 10% of consolidated net sales, respectively:


	2010				2009				2008
Customer:		Net Sales	%			Net Sales	%			Net Sales	%
HOP	$	296,066	15	%	$	316,021	15	%	$	336,271	16	%
MTD		295,148	14	%		203,254	10	%		183,554	9	%

	$	591,214	29	%	$	519,275	25	%	$	519,825	25	%

(8) Leases:

The Company leases certain facilities, vehicles, and equipment under both capital and operating leases. Assets held under capital leases are included in Plant and Equipment and are charged to depreciation and interest over the life of the lease. Related liabilities are included in Other Accrued Liabilities and Other Long-Term Liabilities. Operating leases are not capitalized and lease payments are expensed over the life of the lease. Terms of the leases, including purchase options, renewals, and maintenance costs, vary by lease. Rental expense for fiscal 2010, 2009 and 2008 was $25.2 million, $24.7 million and $25.0 million, respectively.

Future minimum lease commitments for all non-cancelable leases as of June 27, 2010 are as follows (in thousands):


Fiscal Year		Operating		Capital
2011	$	15,132	$	549
2012		10,465		474
2013		7,777		133
2014		6,042		-
2015		4,083		-
Thereafter		3,976		-

Total future minimum lease commitments	$	47,475		1,156

Less: Interest				115

Present value of minimum capital lease payments			$	1,041

(9) Indebtedness:

On July 12, 2007, the Company entered into a $500 million amended and restated multicurrency credit agreement (Credit Agreement). See further discussion in Note 18 of the Notes to the Consolidated Financial Statements. There were no borrowings under the Credit Agreement as of June 27, 2010. As of June 28, 2009, borrowings under the Credit Agreement totaled $34.0 million.

Borrowings under the Credit Agreement by the Company bear interest at a rate per annum equal to, at its option, either:

(1) a 1, 2, 3 or 6 month LIBOR rate plus a margin varying from 0.50% to 1.00%, depending upon the rating of the Company’s long-term debt by Standard & Poor’s Rating group, a division of McGraw-Hill Companies (S&P) and Moody’s Investors Service, Inc. (Moody’s) or the Company’s average leverage ratio; or

(2) the higher of (a) the federal funds rate plus 0.50% or (b) the bank’s prime rate.

In addition, the Company is subject to a 0.10% to 0.20% commitment fee and a 0.50% to 1.00% letter of credit fee, depending on the Company’s long-term credit ratings or the Company’s average leverage ratio.

The lines of credit available to the Company in foreign countries are in connection with short-term borrowings and bank overdrafts used in the normal course of business. These amounts total $4.6 million, expire at various times throughout fiscal 2011 and are renewable. None of these arrangements had material

Notes . . .

commitment fees or compensating balance requirements. Borrowings using these lines of credit are included in short-term debt. Outstanding balances are as follows (in thousands):


	2010			2009
Balance at Fiscal Year-End	$	3,000		$	3,000
Weighted Average Interest Rate at Fiscal Year-End		3.77	%		4.26	%

The Current Maturity on Long-Term Debt and the Long-Term Debt captions consist of the following (in thousands):
	2010			2009
8.875% Senior Notes Due March 2011, Net of Unamortized Discount of $304 in 2010 and $896 in 2009	$	203,460		$	247,104
Borrowings on Revolving Credit Agreement Due July 2012		-			34,000

Total Long-Term Debt	$	203,460		$	281,104

In May 2001, the Company issued $275 million of 8.875% Senior Notes due March 15, 2011. No principal payments are due before the maturity date; however, the Company repurchased $5.0 million of the bonds in fiscal 2006, $2.0 million in fiscal 2008, $20.0 million in fiscal 2009, and $44.4 million in fiscal 2010 after receiving unsolicited offers from bondholders.

The indenture for the 8.875% Senior Notes and the Credit Agreement for the credit facility (collectively, the “Domestic Indebtedness”) each include a number of financial and operating restrictions. These covenants include restrictions on the Company’s ability to: pay dividends; repurchase shares; incur indebtedness; create liens; enter into sale and leaseback transactions; consolidate or merge with other entities, sell or lease all or substantially all of its assets; and dispose of assets or the proceeds of sales of its assets. The credit facility contains financial covenants that require the Company to maintain a minimum interest coverage ratio and impose a maximum leverage ratio. As of June 27, 2010, the Company was in compliance with these covenants.

Additionally, under the terms of the indentures and Credit Agreements governing the Domestic Indebtedness, Briggs & Stratton Power Products Group, LLC became a joint and several guarantor of amounts outstanding under the Domestic Indebtedness. Refer to Note 18 of the Notes to Consolidated Financial Statements for subsidiary guarantor financial information.

(10) Other Income:

The components of other income (expense) are as follows (in thousands):


	2010		2009		2008
Interest Income	$	1,172	$	1,081	$ 1,506
Income on Preferred Stock		-		-	28,346
Equity in Earnings from Unconsolidated Affiliates		4,071		1,526	3,587
Gain on Share Redemption		-		-	8,622
Other Items		1,212		608	(669	)

Total	$	6,455	$	3,215	$ 41,392

(11) Commitments and Contingencies:

Product and general liability claims arise against the Company from time to time in the ordinary course of business. The Company is generally self-insured for claims up to $2.0 million per claim. Accordingly, a reserve is maintained for the estimated costs of such claims. On June 27, 2010 and June 28, 2009, the

Notes . . .

reserve for product and general liability claims (which includes asbestos-related liabilities) was $9.3 million and $7.1 million, respectively. Management does not anticipate that these claims, excluding the impact of insurance proceeds and reserves, will have a material adverse effect on the financial condition or results of operations of the Company.

In October 1998, the Company joined seventeen other companies in guaranteeing a $17.9 million letter of credit issued as a guarantee of certain City of Milwaukee Revenue Bonds used to develop a residential rental property. The Revenue Bonds were issued on behalf of a not-for-profit organization established to manage the project and rental property post construction. The revenues from the rental property are used to fund operating expenses and all debt service requirements. The Company’s share of the guarantee and the maximum exposure to the Company under the agreement was $1.8 million. In January 2009, a substitute letter of credit was issued that did not require a guarantee, however, it did require that the back-up reserve remains in place. The Company’s share of the back-up reserve is $50,000. The letter of credit will expire in January 2014.

Certain independent dealers and distributors finance inventory purchases through a third party financing company. Briggs & Stratton has indemnified the third party finance company against credit default. The Company’s maximum exposure under this agreement due to customer credit default in a fiscal year is $1.7 million. In fiscal 2010 and fiscal 2009, the third party financing company provided financing for $184.6 million and $194.2 million of Briggs & Stratton product, respectively. As of June 27, 2010 and June 28, 2009, there were $153.4 million and $166.4 million, respectively, in receivables outstanding under this arrangement. Briggs & Stratton made no payments for customer credit defaults under this indemnity agreement since its inception.

Certain of the Company’s vendors in Asia require their customers to obtain letters of credit, payable upon shipment of the product. At the end of fiscal 2010, the Company had two letters of credit issued by Comerica Bank, totaling $3.8 million. At the end of fiscal 2009, the Company had two letters of credit issued by Comerica Bank, totaling $7.3 million. The products ordered typically arrive in partial shipments spanning several months, with payment initiated at the time the vendor provides documentation to the bank of the quantity and occurrence of shipment.

On September 25, 2008, the Company, along with all other defendants, filed a motion with the Judicial Panel on Multidistrict Litigation seeking to transfer all pending actions to a single federal court for coordinated pretrial proceedings. On December 5, 2008, the Multidistrict Litigation Panel granted the motion and transferred the cases to Judge Adelman of the United States District Court for the Eastern District of Wisconsin (In Re: Lawnmower Engine Horsepower Marketing and Sales Practices Litigation, Case No. 2:08-md-01999). On January 27, 2009, Judge Adelman entered a stay of all litigation so that the parties could conduct mediation in an effort to resolve all outstanding litigation. On February 24, 2010, the Company entered into a Stipulation of Settlement (“Settlement”) that, if given final court approval, will resolve all of the

Notes . . .

Horsepower Class Actions. Other parties to the Settlement are Sears, Roebuck and Co., Sears Holdings Corporation, Kmart Holdings Corporation, Deere & Company, Tecumseh Products Company, The Toro Company, Electrolux Home Products, Inc. and Husqvarna Outdoor Products, Inc. (now known as Husqvarna Consumer Outdoor Products, N.A., Inc.) (collectively with the Company referred to below as the “Settling Defendants”). All other defendants settled all claims separately. As part of the Settlement, the Company denies any and all liability and seeks resolution to avoid further protracted and expensive litigation. If finally approved, the Settlement resolves all horsepower-labeling claims brought by all persons or entities in the United States who, beginning January 1, 1994 through the date notice of the Settlement is first given, purchased, for use and not for resale, a lawn mower containing a gas combustible engine up to 30 horsepower provided that either the lawn mower or the engine of the lawn mower was manufactured or sold by a Defendant.

As a result of the pending Settlement, the Company recorded a total charge of $30.6 million in the third quarter of fiscal year 2010 representing the total of the Company’s monetary portion of the Settlement and the estimated costs of extending the warranty period for one year. The amount has been included as a Litigation Settlement expense reducing income from operations on the Statement of Earnings.

On May 14, 2010, the Company notified retirees and certain retirement eligible employees of various changes to the company-sponsored retiree medical plans. The purpose of the amendments was to better align the plans offered to both hourly and salaried retirees. On August 16, 2010, a putative class of retirees who retired prior to August 1, 2006 and the United Steel Workers filed a complaint in the Eastern District of Wisconsin (Merrill, Weber, Carpenter, et al.; United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO/CLC v. Briggs & Stratton Corporation; Group Insurance Plan of Briggs & Stratton Corporation; and Does 1 through 20, Docket No. 10-C-0700), contesting the Company’s right to make these changes. In addition to a request for class certification, the complaint seeks an injunction preventing the alleged unilateral termination or reduction in insurance coverage to the class of retirees, a permanent injunction preventing defendants from ever making changes to the retirees’ insurance coverage, restitution with interest (if applicable) and attorneys’ fees and costs. The Company is currently evaluating the complaint and believes the changes are within its rights. However, at this early stage, no determination can be made as to the likely outcome of this matter.

(12) Stock Incentives:

Effective July 2, 2007, the Company adopted the Powerful Solution Incentive Compensation Program. The Company previously adopted an Incentive Compensation Plan, effective October 20, 2004, under which 4,000,000 shares of common stock (8,000,000 shares as a result of the 2-for-1 stock split) were reserved for future issuance. An amendment to the Incentive Compensation Plan approved by shareholders on October 21, 2009, added 2,481,494 shares to the shares available for grant under the plan. Prior to October 20, 2004, the Company had a Stock Incentive Plan under which 5,361,935 shares of common stock

Notes . . .

were reserved for issuance. The adoption of the Incentive Compensation Plan reduced the number of shares available for future issuance under the Stock Incentive Plan to zero. However, as of June 27, 2010, there were 1,662,020 outstanding option and restricted stock awards granted under the Stock Incentive Plan that are or may become exercisable in the future. No additional shares of common stock were reserved for future issuance under the Powerful Solution Incentive Compensation Program. In accordance with the three plans, the Company can issue eligible employees stock options, stock appreciation rights, restricted stock, deferred stock and cash bonus awards subject to certain annual limitations. The plans also allow the Company to issue directors non-qualified stock options and directors’ fees in stock.

During fiscal 2010, 2009 and 2008, the Company recognized stock based compensation expense of approximately $7.0 million, $4.0 million and $4.6 million, respectively.

On the grant date, the exercise price of each stock option issued exceeds the market value of the stock by 10%. The fair value of each option is estimated using the Black-Scholes option pricing model, and the assumptions are based on historical data and standard industry valuation practices and methodology. The assumptions used to determine fair value are as follows:


Options Granted During	2010		2009		2008

Grant Date Fair Value	$	5.07	$	1.93	$	5.31
(Since options are only granted once per year, the grant date fair value equals the weighted average grant date fair value.)

Assumptions:
Risk-free Interest Rate		2.5%		3.1%		4.5%
Expected Volatility		40.4%		32.7%		26.4%
Expected Dividend Yield		2.5%		6.5%		3.1%
Expected Term (In Years)		5.0		5.0		5.1

Information on the options outstanding is as follows:


	Shares		Wtd. Avg. Ex. Price		Wtd. Avg. Remaining Contractual Term	Aggregate Intrinsic Value (in thousands)
Balance, July 1, 2007	3,329,679		$	32.05

Granted During the Year	596,590			30.81
Exercised During the Year	(40,948	)		23.11
Expired During the Year	-			-

Balance, June 29, 2008	3,885,321		$	31.96

Granted During the Year	729,990			14.83
Exercised During the Year	-			-
Expired During the Year	(309,630	)		25.35

Balance, June 28, 2009	4,305,681		$	29.53

Granted During the Year	730,000			19.73
Exercised During the Year	(58,250	)		14.83
Expired During the Year	(509,554	)		27.99

Balance, June 27, 2010	4,467,877		$	28.29	2.97	$	2,667

Exercisable, June 27, 2010	2,473,547		$	33.87	2.74	$	-

The total intrinsic value of options exercised during the fiscal year ended 2010 was $0.5 million. The exercise of options resulted in cash receipts of $1.1 million in fiscal 2010. No options were exercised in fiscal 2009. The total intrinsic value of options exercised during the fiscal year ended 2008 was $0.3 million. The exercise of options resulted in cash receipts of $0.9 million in fiscal 2008.

Notes . . .


Grant Summary
Fiscal Year	Grant Date	Date Exercisable	Expiration Date	Exercise Price		Options Outstanding
2004	8-15-03	8-15-06	8-15-13	$	30.44	684,900
2005	8-13-04	8-13-07	8-13-14		36.68	977,120
2006	8-16-05	8-16-08	8-16-10		38.83	319,137
2007	8-15-06	8-15-09	8-15-11		29.87	492,390
2008	8-14-07	8-14-10	8-31-12		30.81	592,590
2009	8-19-08	8-19-11	8-31-13		14.83	671,740
2010	8-18-09	8-18-12	8-31-14		19.73	730,000

Below is a summary of the status of the Company’s nonvested shares as of June 27, 2010, and changes during the year then ended:

Deferred Stock

Restricted Stock

Stock Options

Wtd. Avg.
Grant Date
Fair Value

Nonvested shares, June 28, 2009

150,054

17.99

223,985

22.47

1,857,400

4.02

Granted

180,676

18.21

194,480

23.74

730,000

5.07

Cancelled

(2,470

)

13.51

Exercised

(58,250

)

1.93

Vested

(1,000

)

34.25

(15,983

)

36.54

(534,820

)

5.46

Nonvested shares, June 27, 2010

329,730

18.06

400,012

19.80

1,994,330

4.02

As of June 27, 2010, there was $4.9 million of total unrecognized compensation cost related to nonvested share-based compensation. That cost is expected to be recognized over a weighted average period of 2.0 years. The total fair value of shares vested during fiscal 2010 and 2009 was $3.2 million and $3.1 million, respectively.

Under the plans, the Company has issued restricted stock to certain employees. During fiscal years 2010, 2009 and 2008, the Company has issued 194,480, 118,975 and 32,550 shares, respectively. The restricted stock vests on the fifth anniversary date of the issue provided the recipient is still employed by the Company. The aggregate market value on the date of issue is approximately $3.5 million, $1.6 million and $0.9 million in fiscal 2010, 2009 and 2008, respectively, and has been recorded within the Shareholders’ Investment section of the Consolidated Balance Sheets, and is being amortized over the five-year vesting period.

Under the plans, the Company may also issue deferred stock to its directors in lieu of directors fees. The Company has issued 31,026, 47,744 and 3,521 shares in fiscal 2010, 2009 and 2008, respectively, under this provision of the plans.

Under the plans, the Company may also issue deferred stock to its officers and key employees. The Company has issued 149,650 and 77,135 shares in fiscal 2010 and 2009, respectively, under this provision. The aggregate market value on the date of issue was approximately $2.7 million and $1.0 million, respectively. Expense is recognized ratably over the five-year vesting period.

Notes . . .

The following table summarizes the components of the Company’s stock-based compensation programs recorded as expense:


	2010			2009			2008
Stock Options:
Pretax compensation expense	$	4,028		$	1,760		$	3,304
Tax benefit		(1,571	)		(686	)		(1,289	)

Stock option expense, net of tax	$	2,457		$	1,074		$	2,015

Restricted Stock:
Pretax compensation expense	$	1,754		$	1,097		$	1,117
Tax benefit		(684	)		(428	)		(436	)

Restricted stock expense, net of tax	$	1,070		$	669		$	681

Deferred Stock:
Pretax compensation expense	$	1,193		$	1,142		$	142
Tax benefit		(465	)		(445	)		(55	)

Deferred stock expense, net of tax	$	728		$	697		$	87

Total Stock-Based Compensation:
Pretax compensation expense	$	6,975		$	3,999		$	4,563
Tax benefit		(2,720	)		(1,559	)		(1,780	)

Total stock-based compensation, net of tax	$	4,255		$	2,440		$	2,783

(13) Shareholder Rights Agreement:

On August 6, 1996, the Board of Directors declared a dividend distribution of one common stock purchase right (a right) for each share of the Company’s common stock outstanding on August 19, 1996. Each right would entitle shareowners to buy one-half of one share of the Company’s common stock at an exercise price of $160.00 per full common share ($80.00 per full common share after taking into consideration the effect of a 2-for-1 stock split effective October 29, 2004), subject to adjustment. The agreement relating to the rights was amended by the Board of Directors on August 9, 2006 to extend the term of the rights by three years to October 18, 2009, to increase from 15 percent to 20 percent or more the percentage of outstanding shares that a person or group must acquire or attempt to acquire in order for the rights to become exercisable, and to add a qualifying offer clause that permits shareholders to vote to redeem the rights in certain circumstances. Shareholders ratified the amended rights agreement at their annual meeting on October 18, 2006. On August 12, 2009, the Board of Directors amended the rights agreement to: (i) modify the definition of “Beneficial Owner” and “beneficial ownership” of common shares of the Company to include, among other things, certain derivative security interests in common shares of the Company; (ii) reduce the redemption price for the rights to $.001 per right; and (iii) extend the term of the rights agreement by changing the scheduled expiration date from October 18, 2009 to October 17, 2012. Shareholders ratified the rights agreement at the annual meeting on October 21, 2009.

(14) Foreign Exchange Risk Management:

The Company enters into forward exchange contracts to hedge purchases and sales that are denominated in foreign currencies. The terms of these currency derivatives do not exceed twenty-four months, and the purpose is to protect the Company from the risk that the eventual dollars being transferred will be adversely affected by changes in exchange rates.

The Company has forward foreign exchange contracts to sell foreign currency, with the Euro as the most significant. These contracts are used to hedge foreign currency collections on sales of inventory. The Company also has forward contracts to purchase foreign currencies, with the Japanese Yen as the most significant. The Japanese Yen contracts are used to hedge the commitments to purchase engines from the Company’s Japanese joint venture. The Company’s foreign currency forward contracts are carried at fair value based on current exchange rates.

Notes . . .

The Company has the following forward currency contracts outstanding at the end of fiscal 2010:

In Millions

Hedge

Notional
Value

Contract
Value

Fair Market
Value

(Gain) Loss
at Fair Value

Conversion
Currency

Latest
Expiration Date

Currency

Contract

Australian Dollar

Sell

15.1

12.9

U.S.

March 2011

Canadian Dollar

Sell

12.1

11.7

U.S.

February 2011

Euro

Sell

91.6

131.0

113.5

(17.5)

U.S.

June 2011

Japanese Yen

Buy

650.0

7.2

7.3

(.1)

U.S.

November 2010

The Company had the following forward currency contracts outstanding at the end of fiscal 2009:

In Millions

Hedge

Notional
Value

Contract
Value

Fair Market
Value

(Gain) Loss
at Fair Value

Conversion
Currency

Latest
Expiration Date

Currency

Contract

Australian Dollar

Sell

12.9

9.1

9.3

U.S.

April 2010

Canadian Dollar

Sell

2.5

2.2

U.S.

November 2009

Euro

Sell

58.5

80.3

82.2

1.9

U.S.

May 2010

Great British Pound

Buy

1.2

U.S.

July 2009

Japanese Yen

Buy

562.8

5.6

5.9

(.3)

U.S.

December 2009

Swedish Krona

Buy

2.5

U.S.

July 2009

The Company continuously evaluates the effectiveness of its hedging program by evaluating its foreign exchange contracts compared to the anticipated underlying transactions. The Company did not have any ineffective currency hedges in fiscal 2010, 2009, or 2008.

Notes . . .

(15) Employee Benefit Costs:

Retirement Plan and Other Postretirement Benefits

The Company has noncontributory, defined benefit retirement plans and other postretirement benefit plans covering certain employees. The Company uses a June 30 measurement date for all of its plans. The following provides a reconciliation of obligations, plan assets and funded status of the plans for the two years indicated (in thousands):


	Pension Benefits						Other Postretirement Benefits
Actuarial Assumptions:	2010			2009			2010			2009
Discounted Rate Used to Determine Present Value of Projected Benefit Obligation		5.30%			6.75%			4.60%			6.00%
Expected Rate of Future Compensation Level Increases		3.0-4.0%			3.0-4.0%			n/a			n/a
Expected Long-Term Rate of Return on Plan Assets		8.50%			8.75%			n/a			n/a

Change in Benefit Obligations:
Projected Benefit Obligation at Beginning of Year	$	938,269		$	911,993		$	200,114		$	209,914
Service Cost		11,197			11,507			604			721
Interest Cost		60,705			61,210			10,942			12,487
Curtailment		-			(1,723)			-			-
Plan Amendments		-			-			(13,514)			-
Plan Participant Contributions		-			-			1,357			869
Actuarial (Gain) Loss		170,148			28,477			4,781			2,992
Benefits Paid		(71,892)			(73,195)			(23,675)			(26,869)

Projected Benefit Obligation at End of Year	$	1,108,427		$	938,269		$	180,609		$	200,114


Change in Plan Assets:
Fair Value of Plan Assets at Beginning of Year	$	797,258		$	964,140		$	-		$	-
Actual Return on Plan Assets		104,171			(95,538)			-			-
Plan Participant Contributions		-			-			1,357			869
Employer Contributions		1,953			1,851			22,318			26,000
Benefits Paid		(71,892)			(73,195)			(23,675)			(26,869)

Fair Value of Plan Assets at End of Year	$	831,490		$	797,258		$	-		$	-


Funded Status:
Plan Assets (Less Than) in Excess of Projected Benefit Obligation	$	(276,937	)	$	(141,011	)	$	(180,609	)	$	(200,114	)

Amounts Recognized on the Balance Sheets:
Accrued Pension Cost	$	(274,737	)	$	(138,811	)	$	-		$	-
Accrued Wages and Salaries		(2,200)			(2,200)			-			-
Accrued Postretirement Health Care Obligation		-			-			(135,978)			(155,443)
Accrued Liabilities		-			-			(22,847)			(26,343)
Accrued Employee Benefits		-			-			(21,784)			(18,328)

Net Amount Recognized at End of Year	$	(276,937	)	$	(141,011	)	$	(180,609	)	$	(200,114	)

Amounts Recognized in Accumulated Other Comprehensive Income (Loss):
Transition Assets (Obligation)	$	(15)		$	(20)		$	-		$	-
Net Actuarial Loss		(275,437)			(187,680)			(59,830)			(63,088)
Prior Service Credit (Cost)		(5,758)			(7,629)			9,858			2,310

Net Amount Recognized at End of Year	$	(281,210)		$	(195,329)		$	(49,972	)	$	(60,778	)

Notes . . .

The accumulated benefit obligation for all defined benefit pension plans was $1,055 million and $907 million at June 27, 2010 and June 28, 2009, respectively.

The following table summarizes the plans’ income and expense for the three years indicated (in thousands):


	Pension Benefits						Other Postretirement Benefits
	2010		2009		2008		2010		2009		2008
Components of Net Periodic (Income) Expense:
Service Cost-Benefits Earned During the Year	$	11,197	$	11,507	$	12,037	$	604	$	721	$	1,486
Interest Cost on Projected Benefit Obligation		60,705		61,210		60,326		10,942		12,487		13,760
Expected Return on Plan Assets		(81,021)		(83,331)		(81,344)		-		-		-
Amortization of:
Transition Obligation		8		8		8		-		-		42
Prior Service Cost (Credit)		3,068		3,348		3,290		(1,140)		(876)		(849)
Actuarial Loss		3,171		558		5,368		10,418		9,840		10,861

Net Periodic (Income) Expense	$	(2,872)	$	(6,700)	$	(315)	$	20,824	$	22,172	$	25,300

Significant assumptions used in determining net periodic (income) expense for the fiscal years indicated are as follows:


	Pension Benefits			Other Postretirement Benefits
	2010	2009	2008	2010	2009	2008

Discount Rate	6.75%	7.0%	6.35%	6.00%	6.40%	6.09%
Expected Return on Plan Assets	8.75%	8.75%	8.75%	n/a	n/a	n/a
Compensation Increase Rate	3.0-4.0%	3.0-4.0%	3.0-5.0%	n/a	n/a	n/a

The amounts in Accumulated Other Comprehensive Income that are expected to be recognized as components of net periodic (income) expense during the next fiscal year are as follows (in thousands):


	Pension Plans		Other Postretirement Plans
Transition Obligation	$	8	$	-
Prior Service Cost (Credit)		3,059		(2,782	)
Net Actuarial Loss		17,909		11,129

The “Other Postretirement Benefit” plans are unfunded.

For measurement purposes an 9.0% annual rate of increase in the per capita cost of covered health care claims was assumed for the Company for the fiscal year 2010 decreasing gradually to 4.5% for the fiscal year 2028. The health care cost trend rate assumptions have a significant effect on the amounts reported. An increase of one percentage point, would increase the accumulated postretirement benefit by $5.1 million and

Notes . . .

would increase the service and interest cost by $0.5 million for fiscal 2010. A corresponding decrease of one percentage point, would decrease the accumulated postretirement benefit by $5.0 million and decrease the service and interest cost by $0.5 million for the fiscal year 2010.

As discussed in Note 19 in the Notes to the Consolidated Financial Statements, the Company closed its Jefferson and Watertown, WI production facilities during fiscal 2010. The closure of these facilities resulted in the termination of certain employees, and the related impact on unrecognized prior service costs, unrecognized losses and the projected benefit obligation resulted in a net curtailment loss of $1.2 million in fiscal 2009.

Plan Assets

A Board of Directors appointed Investment Committee (“Committee”) manages the investment of the pension plan assets. The Committee has established and operates under an Investment Policy. It determines the asset allocation and target ranges based upon periodic asset/liability studies and capital market projections. The Committee retains external investment managers to invest the assets. The Investment Policy prohibits certain investment transactions, such as lettered stock, commodity contracts, margin transactions and short selling, unless the Committee gives prior approval. The Company’s pension plan’s asset allocations and target allocations at June 27, 2010 and June 28, 2009, by asset category are as follows:


		Plan Assets at Year-end
Asset Category	Target %	2010	2009
Cash	0%-2%	4%	8%
Domestic Bonds	30%-50%	31%	27%
Non-Investment Grade Bonds	0%-5%	0%	0%
Non-US Bonds	0%-10%	0%	0%
Domestic Equities	20%-40%	20%	18%
Global & International Equities	5%-10%	7%	9%
Alternative & Absolute Return	20%-30%	35%	34%
Real Estate	0%-5%	3%	4%

		100%	100%

The plan’s investment strategy is based on an expectation that, over time, equity securities will provide higher total returns than debt securities. The plan primarily minimizes the risk of large losses through diversification of investments by asset class, by investing in different types of styles within the classes and by using a number of different managers. The Committee monitors the asset allocation and investment performance monthly, with a more comprehensive quarterly review with its consultant.

The plan’s expected return on assets is based on management’s and the Committee’s expectations of long-term average rates of return to be achieved by the plan’s investments. These expectations are based on the plan’s historical returns and expected returns for the asset classes in which the plan is invested.

The fair value of the major categories of the pension plans’ investments are presented below (in thousands). The inputs and valuation techniques used to measure the fair value of the assets are consistently applied and described in Note 4.

Notes . . .


Category		Total		Level 1		Level 2		Level 3
Short term Investments:		$	41,951	$	-	$	41,951	$	-
Fixed Income Securities:
Domestic bonds collective trusts			259,198		-		259,198		-
Corporate bonds and notes			177		-		177		-
Equity Securities:
U.S. common stocks			161,125		161,125		-		-
International mutual funds			31,130		-		31,130		-
Other Investments:
Venture Capital funds	(A)		136,179		-		-		136,179
Debt funds	(B)		89,552		-		-		89,552
Real Estate funds	(C)		40,041		-		-		40,041
Private Equity funds	(D)		38,973		-		-		38,973
Other funds	(E)		35,026		-		-		35,026

Total Investments		$	833,352	$	161,125	$	332,456	$	339,771
Securities lending collateral pools	(F)		84,052		-		84,052		-
Cash and other			1,104		1,104		-		-

Total Assets at Fair Value		$	918,508	$	162,229	$	416,508	$	339,771

Securities lending collateral pools	(F)		(87,018)		-		(87,018)		-

Total Liabilities at Fair Value		$	(87,018)		-	$	(87,018)		-

Fair Value of Plan Assets at End of Year		$	831,490	$	162,229	$	329,490	$	339,771

(A)	This category invests in a combination of public and private securities of companies in financial distress, spin-offs, or new projects focused on technology and manufacturing.

(B)	This fund primarily invests in the debt of various entities including corporations and governments in emerging markets, mezzanine financing, or entities that are undergoing, are considered likely to undergo or have undergone a reorganization.

(C)	This category invests primarily in real estate related investments, including real estate properties, securities of real estate companies and other companies with significant real estate assets as well as real estate related debt and equity securities.

(D)	Primarily represents investments in all sizes of mostly privately held operating companies in the following core industry sectors: healthcare, energy, financial services, technology-media-telecommunications and industrial and consumer.

(E)	This category invests in hedge funds.

(F)

This category comprises pools of cash like debt securities and floating rate notes having a maturity or average life of three years or less, with a final payment of principal occurring in five years or less. Some of the investments are collateralized mortgage-backed securities whose maturities have been extended. This category’s fair value is determined based on the net book value of the plan’s pro-rated share of the collateral pool.

Notes . . .

The following table presents the changes in Level 3 investments for the pension plan (in thousands).

Changes in Level 3 Investments for the Year Ended June 27, 2010


Category	June 28, 2009 Fair Value		Purchases, Sales, Issuances, and Settlements			Realized and Unrealized Gain (Loss)		June 27, 2010 Fair Value (a)
Venture Capital funds	$	133,556	$	(10,535	)	$	13,158	$	136,179
Debt funds		70,711		2,771			16,070		89,552
Real Estate funds		38,044		1,413			584		40,041
Private Equity funds		37,392		1,163			418		38,973
Other funds		33,606		-			1,420		35,026

	$	313,309	$	(5,188	)	$	31,650	$	339,771

(a) There were no transfers in or out of Level 3 during the year ended June 27, 2010.

Contributions

The Company is not required to make any contributions to the pension plans in fiscal 2011.

Estimated Future Benefit Payments

Projected benefit payments from the plans as of June 27, 2010 are estimated as follows (in thousands):


	Pension Benefits				Other Postretirement Benefits
Year Ending	Qualified		Non-Qualified		Retiree Medical		Retiree Life		LTD
2011	$	69,774	$	2,226	$	22,540	$	1,142	$	192
2012		70,024		2,207		22,131		1,176		175
2013		70,142		2,182		21,087		1,206		167
2014		70,208		2,159		19,253		1,236		157
2015		70,496		3,316		16,702		1,264		159
2016-2020		353,255		16,626		58,263		6,658		822

Defined Contribution Plans

Employees of the Company may participate in a defined contribution savings plan that allows participants to contribute a portion of their earnings in accordance with plan specifications. A maximum of 1-1/2% to 3-1/2% of each participant’s salary, depending upon the participant’s group, is matched by the Company. Some of these Company matching contributions ceased July 1, 2009 and were reinstated effective January 1, 2010. Additionally, certain employees may receive Company nonelective contributions equal to 2% of the employee’s salary. The Company contributions totaled $7.6 million in 2010, $8.1 million in 2009 and $6.6 million in 2008.

Postemployment Benefits

The Company accrues the expected cost of postemployment benefits over the years that the employees render service. These benefits apply only to employees who become disabled while actively employed, or who terminate with at least thirty years of service and retire prior to age sixty-five. The items include disability payments, life insurance and medical benefits. These amounts are also discounted using a 4.60% interest rate for fiscal year 2010 and 6.00% for fiscal year 2009. Amounts are included in Accrued Employee Benefits in the Consolidated Balance Sheets.

Notes . . .

(16) Disclosures About Fair Value of Financial Instruments:

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Cash and Cash Equivalents, Receivables, Accounts Payable, Foreign Loans, Accrued Liabilities and Income Taxes Payable: The carrying amounts approximate fair market value because of the short maturity of these instruments.

Long-Term Debt: The fair market value of the Company’s long-term debt is estimated based on market quotations at year-end.

The estimated fair market values of the Company’s Long-Term Debt is (in thousands):


	2010				2009
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-Term Debt -
8.875% Notes Due 2011	$	203,460	$	215,733	$	247,104	$	259,537
Borrowings on Revolving Credit Facility	$	-	$	-	$	34,000	$	34,000

(17) Assets Held for Sale:

On July 1, 2009 the Company announced a plan to close its Jefferson and Watertown, Wisconsin manufacturing facilities in fiscal 2010. At June 27, 2010, the Company had $4.0 million included in Assets Held for Sale in its Consolidated Balance Sheets consisting of certain assets related to the Jefferson, WI production facility. Prior to the closure, the facility manufactured all portable generator and pressure washer products marketed and sold by the Company within its Power Products segment.

(18) Separate Financial Information of Subsidiary Guarantors of Indebtedness:

In May 2001, the Company issued $275 million of 8.875% senior notes.

On July 12, 2007, the Company entered into a $500 million amended and restated multicurrency credit agreement. The Amended Credit Agreement (“Revolver”) provides a revolving credit facility for up to $500 million in revolving loans, including up to $25 million in swing-line loans. The Revolver has a term of five years and all outstanding borrowings on the Revolver are due and payable on July 12, 2012. The Revolver contains covenants that the Company considers usual and customary for an agreement of this type, including a Maximum Total Leverage Ratio and Minimum Interest Coverage Ratio. Certain of the Company’s subsidiaries are required to be guarantors of the Company’s obligations under the Revolver.

Under the terms of the Company’s 8.875% senior notes and the Revolver (collectively, the “Domestic Indebtedness”), Briggs & Stratton Power Products Group, LLC is the joint and several guarantor of the Domestic Indebtedness (the “Guarantor”). The guarantees are full and unconditional guarantees. Additionally, if at any time a domestic subsidiary of the Company 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 the Company 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. The Company had the following outstanding amounts related to the guaranteed debt (in thousands):


	June 27, 2010 Carrying Amount		Maximum Guarantee
8.875% Senior Notes, due March 15, 2011	$	203,460	$	203,764
Revolving Credit Facility, expiring July 2012	$	-	$	500,000

Notes . . .

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


BALANCE SHEET: As of June 27, 2010	Briggs & Stratton Corporation		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Current Assets	$	495,890	$	369,714	$	210,764	$	(170,726	)	$	905,642
Investment in Subsidiary		677,242		-		-		(677,242	)		-
Noncurrent Assets		484,869		284,749		47,399		(32,602	)		784,415

	$	1,658,001	$	654,463	$	258,163	$	(880,570	)	$	1,690,057

Current Liabilities	$	607,295	$	37,530	$	89,412	$	(170,726	)	$	563,511
Other Long-Term Obligations		400,129		74,868		33,573		(32,602	)		475,969
Shareholders’ Equity		650,577		542,065		135,177		(677,242	)		650,577

	$	1,658,001	$	654,463	$	258,163	$	(880,570	)	$	1,690,057


As of June 28, 2009
Current Assets	$	447,878	$	378,806	$	243,983	$	(214,147	)	$	856,520
Investment in Subsidiary		693,119		-		-		(693,119	)		-
Noncurrent Assets		454,694		301,229		50,964		(44,384	)		762,503

	$	1,595,691	$	680,035	$	294,947	$	(951,650	)	$	1,619,023

Current Liabilities	$	348,483	$	47,020	$	117,733	$	(214,147	)	$	299,088
Long-Term Debt		281,104		-		-		-			281,104
Other Long-Term Obligations		271,421		72,198		44,912		(44,384	)		344,147
Shareholders’ Equity		694,683		560,817		132,302		(693,119	)		694,684

	$	1,595,691	$	680,035	$	294,947	$	(951,650	)	$	1,619,023

Notes . . .


STATEMENT OF EARNINGS: For the Fiscal Year Ended June 27, 2010	Briggs & Stratton Corporation		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Net Sales	$	1,299,283	$	740,336	$	279,134	$	(290,882)	$	2,027,872
Cost of Goods Sold		1,039,021		683,061		216,736		(290,882)		1,647,937

Gross Profit		260,262		57,275		62,398		-		379,935
Engineering, Selling, General and Administrative Expenses		164,358		76,572		39,318		-		280,248
Litigation Settlement		30,600		-		-		-		30,600
Equity in Earnings from Subsidiaries		(20,688)		-		-		20,688		-

Income (Loss) from Operations		85,992		(19,297)		23,080		(20,688)		69,087
Interest Expense		(26,218)		(96)		(155)		-		(26,469)
Other Income (Expense), Net		(7,644)		158		13,942		-		6,455

Income (Loss) Before Provision for Income Taxes		52,130		(19,235)		36,867		(20,688)		49,073
Provision (Credit) for Income Taxes		15,515		(6,962)		3,904		-		12,458

Net Income (Loss)	$	36,615	$	(12,275)	$	32,963	$	(20,688)	$	36,615


For the Fiscal Year Ended June 28, 2009
Net Sales	$	1,316,402	$	819,826	$	299,200	$	(343,239)	$	2,092,189
Cost of Goods Sold		1,083,065		767,615		246,494		(343,239)		1,753,935
Impairment Charge		-		4,575		-		-		4,575

Gross Profit		233,337		47,636		52,706		-		333,679
Engineering, Selling, General and Administrative Expenses		148,811		75,801		40,726		-		265,338
Equity in Loss from Subsidiaries		8,644		-		-		(8,644)		-

Income (Loss) from Operations		75,882		(28,165)		11,980		8,644		68,341
Interest Expense		(30,657)		(166)		(324)		-		(31,147)
Other Income (Expense), Net		2,947		286		(18)		-		3,215

Income (Loss) Before Provision for Income Taxes		48,172		(28,045)		11,638		8,644		40,409
Provision (Credit) for Income Taxes		16,200		(9,939)		2,176		-		8,437

Net Income (Loss)	$	31,972	$	(18,106)	$	9,462	$	8,644	$	31,972


For the Fiscal Year Ended June 29, 2008
Net Sales	$	1,372,382	$	831,024	$	250,046	$	(302,059)	$	2,151,393
Cost of Goods Sold		1,134,860		802,254		209,022		(302,399)		1,844,077

Gross Profit		237,522		28,770		41,024		-		307,316
Engineering, Selling, General and Administrative Expenses		165,625		79,946		35,405		-		280,976
Equity in Loss from Subsidiaries		25,264		-		-		(25,264)		-

Income (Loss) from Operations		46,633		(51,176)		5,619		25,264		26,340
Interest Expense		(37,615)		(219)		(289)		-		(38,123)
Other Income, Net		38,851		1,628		913		-		41,392

Income (Loss) Before Provision for Income Taxes		47,869		(49,767)		6,243		25,264		29,609
Provision (Credit) for Income Taxes		25,269		(20,561)		2,301		-		7,009

Net Income (Loss)	$	22,600	$	(29,206)	$	3,942	$	25,264	$	22,600

Notes . . .


STATEMENT OF CASH FLOWS: For the Fiscal Year Ended June 27, 2010	Briggs & Stratton Corporation		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	36,615	$	(12,275)	$	32,963	$	(20,688)	$	36,615
Adjustments to Reconcile Net Income to Net Cash Provided (Used) by Operating Activities:
Depreciation and Amortization		42,358		18,472		5,402		-		66,232
Stock Compensation Expense		6,975		-		-		-		6,975
Earnings of Unconsolidated Affiliates, Net of Dividends		(254)		-		188		-		(66)
Equity in Earnings from Subsidiaries		(20,688)		-		-		20,688		-
Loss on Disposition of Plant and Equipment		1,544		489		92		-		2,125
Long-Term Intercompany Notes		11,782		-		(11,782)		-		-
Loss on Curtailment of Employee Benefits
(Provision) Credit for Deferred Income Taxes		7,033		(2,993)		(285)		-		3,755
Change in Operating Assets and Liabilities:
Decrease in Receivables		(9,664)		5,393		16,594		(36,753)		(24,430)
Decrease in Inventories		59,326		5,705		10,745		613		76,389
(Increase) Decrease in Prepaid Expenses and Other Current Assets		(2,302)		3,113		221		-		1,032
Decrease in Accounts Payable, Accrued Liabilities and Income Taxes		46,242		12,705		(30,754)		39,754		67,947
Change in Accrued Pension		(4,810)		-		2		-		(4,808)
Other, Net		5,611		4,010		2,354		-		11,975

Net Cash Provided by Operating Activities		179,767		34,619		25,740		3,615		243,741

CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to Plant and Equipment		(28,903)		(11,494)		(4,046)		-		(44,443)
Proceeds Received on Disposition of Plant and Equipment		220		40		16		-		276
Cash Paid for Acquisition, Net of Cash Received		-
Cash Investment in Subsidiary		26,305		-		2,627		(28,932)		-
Other, Net		(144)		-		612		(612)		(144)

Net Cash Used by Investing Activities		(2,522)		(11,454)		(791)		(29,544)		(44,311)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net Repayments on Loans, Notes Payable and Long-Term Debt		(56,647)		(20,790)		2,204		(3,003)		(78,236)
Cash Dividends Paid		(22,125)		-		-		-		(22,125)
Stock Option Exercise Proceeds and Tax Benefits		864		-		-		-		864
Capital Contributions Received		-		-		(28,932)		28,932		-

Net Cash Used by Financing Activities		(77,908)		(20,790)		(26,728)		25,929		(99,497)

EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		-		-		629		-		629

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		99,337		2,375		(1,150)		-		100,562
Cash and Cash Equivalents, Beginning of Year		1,541		1,301		13,150		-		15,992

Cash and Cash Equivalents, End of Year	$	100,880	$	3,675	$	11,999	$	-	$	116,554

Notes . . .


STATEMENT OF CASH FLOWS: For the Fiscal Year Ended June 28, 2009	Briggs & Stratton Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	31,972		$	(18,106	)	$	9,462		$	8,644		$	31,972
Adjustments to Reconcile Net Income to Net Cash Provided (Used) by Operating Activities:
Depreciation and Amortization		44,476			18,758			4,569			-			67,803
Stock Compensation Expense		3,999			-			-			-			3,999
Earnings of Unconsolidated Affiliates,
Net of Dividends		3,559			-			126			-			3,685
Impairment Charge		-			4,575			-			-			4,575
Equity in Loss from Subsidiaries		8,644			-			-			(8,644	)		-
Loss on Disposition of Plant and Equipment		1,959			516			39			-			2,514
Long-Term Intercompany Notes		(44,384	)		-			44,384			-			-
Loss on Curtailment of Employee Benefits		1,190			-			-			-			1,190
(Provision) Credit for Deferred Income Taxes		27,624			(20,354	)		98			-			7,368
Change in Operating Assets and Liabilities:
Decrease in Receivables		75,859			413,751			1,860			(431,661	)		59,809
Decrease in Inventories		22,808			35,295			3,339			368			61,810
(Increase) Decrease in Prepaid Expenses and
Other Current Assets		(15,647	)		1,687			808			-			(13,152	)
Decrease in Accounts Payable, Accrued Liabilities and Income Taxes		(54,470	)		(377,898	)		(24,771	)		411,821			(45,318	)
Change in Accrued/Prepaid Pension		(8,465	)		-			24			-			(8,441	)
Other, Net		566			(10,530	)		4,937			(367	)		(5,394	)

Net Cash Provided by Operating Activities		99,690			47,694			44,875			(19,839	)		172,420

CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to Plant and Equipment		(27,166	)		(10,994	)		(4,867	)		-			(43,027	)
Proceeds Received on Disposition of Plant and Equipment		1,325			2,316			18			-			3,659
Cash Paid for Acquisition, Net of Cash Received		-			-			(24,757	)		-			(24,757	)
Cash Investment in Subsidiary		(5,899	)		-			(200	)		6,099			-
Other, Net		(348	)		-			-			-			(348	)

Net Cash Used by Investing Activities		(32,088	)		(8,678	)		(29,806	)		6,099			(64,473	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net Repayments on Loans, Notes Payable and Long-Term Debt		(30,447	)		(38,804	)		(35,665	)		19,839			(85,077	)
Cash Dividends Paid		(38,171	)		-			-			-			(38,171	)
Capital Contributions Received		-			-			6,099			(6,099	)		-

Net Cash Used by Financing Activities		(68,618	)		(38,804	)		(29,566	)		13,740			(123,248	)

EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH
AND CASH EQUIVALENTS		-			-			(1,175	)		-			(1,175	)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(1,016	)		212			(15,672	)		-			(16,476	)
Cash and Cash Equivalents, Beginning of Year		2,557			1,089			28,822			-			32,468

Cash and Cash Equivalents, End of Year	$	1,541		$	1,301		$	13,150		$	-		$	15,992

Notes . . .


STATEMENT OF CASH FLOWS: For the Fiscal Year Ended June 29, 2008	Briggs & Stratton Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	22,600		$	(29,206	)	$	3,942		$	25,264		$	22,600
Adjustments to Reconcile Net Income to Net Cash Provided (Used) by Operating Activities:
Depreciation and Amortization		45,308			19,809			3,769			-			68,886
Stock Compensation Expense		4,563			-			-			-			4,563
Earnings of Unconsolidated Affiliates, Net of Dividends		(758	)		-			(30	)		-			(788	)
Equity in Loss from Subsidiaries		25,264			-			-			(25,264	)		-
(Gain) Loss on Disposition of Plant and Equipment		1,010			1,728			(30	)		-			2,708
Gain on Sale of Investment		(36,960	)		-			-			-			(36,960	)
Gain on Curtailment of Employee Benefits		-			(13,288	)		-			-			(13,288	)
(Provision) Credit for Deferred Income Taxes		25,628			(14,921	)		(201	)		-			10,506
Change in Operating Assets and Liabilities:
(Increase) Decrease in Receivables		5,221			(113,597	)		(26,155	)		141,437			6,906
(Increase) Decrease in Inventories		3,126			19,745			(3,572	)		(909	)		18,390
Decrease in Prepaid Expenses and Other Current Assets		6,809			2,802			343			-			9,954
Increase (Decrease) in Accounts Payable, Accrued Liabilities and Income Taxes		6,985			86,679			16,813			(132,634	)		(22,157	)
Change in Accrued/Prepaid Pension		(2,325	)		38			29			-			(2,258	)
Other, Net		(4,571	)		(3,346	)		(4,035	)		4,179			(7,773	)

Net Cash Provided (Used) by Operating Activities		101,900			(43,557	)		(9,127	)		12,073			61,289

CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to Plant and Equipment		(34,805	)		(28,575	)		(2,133	)		-			(65,513	)
Proceeds Received on Disposition of Plant and Equipment		434			120			126			-			680
Proceeds Received on Sale of Investment		66,011			-			-			-			66,011
Cash Investment in Subsidiary		(2,524	)		-			(202	)		2,726			-
Other, Net		(503	)		-			-			-			(503	)

Net Cash Provided (Used) by Investing Activities		28,613			(28,455	)		(2,209	)		2,726			675

CASH FLOWS FROM FINANCING ACTIVITIES:
Net (Repayments) Borrowings on Loans, Notes Payable and Long-Term Debt		(92,883	)		74,118			11,776			(12,073	)		(19,062	)
Issuance Cost of Amended Revolver		(1,286	)		-			-			-			(1,286	)
Cash Dividends Paid		(43,560	)		-			-			-			(43,560	)
Capital Contributions Received		-			383			2,343			(2,726	)		-
Stock Option Exercise Proceeds and Tax Benefits		991			-			-			-			991

Net Cash Provided (Used) by Financing Activities		(136,738	)		74,501			14,119			(14,799	)		(62,917	)

EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		-			-			3,952			-			3,952

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(6,225	)		2,489			6,735			-			2,999
Cash and Cash Equivalents, Beginning of Year		8,785			(1,402	)		22,086			-			29,469

Cash and Cash Equivalents, End of Year	$	2,560		$	1,087		$	28,821		$	-		$	32,468

Notes . . .

In prior periods the Company reported eliminations of intercompany gross profit and other income (expense) in the Eliminations column within the “Separate Financial Information of Subsidiary Guarantors of Indebtedness” footnote. Under equity accounting, these amounts should be reflected in the Briggs & Stratton Corporation (the “Parent”) column. In the current period the Company has revised these disclosures to reflect the elimination of intercompany gross profit and other income (expense) within the Parent Column. The impact of the revision for fiscal years 2009 and 2008 was an increase of $1,553 and a decrease of $4,954, respectively, to net income of the Parent column. The offsetting impact was to the Eliminations column. The Company considers these revisions to be immaterial to the Separate Financial Information of Subsidiary Guarantors of Indebtedness as a whole.

The aforementioned revisions also affected the Statements of Cash Flows for the Parent column, the Non-Guarantor Subsidiaries column and the Eliminations column. The Parent column net cash provided (used) by operating activities decreased by $5,605 and by $3,295 for fiscal years 2009 and 2008, respectively. The Parent column net cash provided (used) by investing activities increased by $5,605 and by $3,295 for fiscal years 2009 and 2008, respectively. The Non-Guarantor Subsidiaries column net cash provided (used) by operating activities increased by $367 and net cash provided (used) by financing activities decreased by $367 in fiscal year 2009. The Eliminations column net cash provided (used) by operating activities increased by $5,238 and by $3,295 for fiscal years 2009 and 2008, respectively. The Eliminations column net cash provided (used) by investing activities decreased by $5,605 and by $3,295 for fiscal years 2009 and 2008, respectively. The Eliminations column net cash used by financing activities increased by $367 in fiscal year 2009. The Company considers these revisions to be immaterial to the Separate Financial Information of Subsidiary Guarantors of Indebtedness as a whole.

(19) Impairment and Disposal Charges:

Impairment charges were recognized in the Consolidated Statements of Earnings, in the Power Products segment, for $4.6 million pretax ($2.8 million after tax) during fiscal 2009 related to the closure of the Jefferson and Watertown, WI manufacturing facilities. Additionally, a $1.2 million pretax ($0.7 million after tax) curtailment loss for employee benefits was recorded in fiscal 2009, as further discussed in Note 15 of the Notes to the Consolidated Financial Statements. Prior to the closure, these facilities manufactured all portable generator, home standby generator and pressure washer products marketed and sold by the Company. This production was consolidated into existing United States engine and lawn and garden product facilities to optimize plant utilization and achieve better integration between engine and end product design, manufacturing and distribution.

(20) Casualty Event:

On December 1, 2008, a fire destroyed inventory and equipment in a leased warehouse facility in Dyersburg, TN. The destroyed facility supported the lawn and garden manufacturing operations in Newbern, TN where production was temporarily suspended as replacement parts and components were expedited. Production at the Newbern plant has since resumed to normal levels.

Assets lost in the fire were valued at approximately $24.9 million. Total insurance installment proceeds received were $2.6 million and $22.0 million in fiscal 2010 and 2009, respectively. All property losses incurred were covered under property insurance policies subject to a deductible of $0.3 million.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Briggs & Stratton Corporation:

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Briggs & Stratton Corporation and its subsidiaries at June 27, 2010 and June 28, 2009, and the results of their operations and their cash flows for each of the three years in the period ended June 27, 2010 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 27, 2010, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Milwaukee, Wisconsin

August 26, 2010

Quarterly Financial Data, Dividend and Market Information (Unaudited)


	In Thousands
Quarter Ended	Net Sales		Gross Profit		Net Income (Loss)
Fiscal 2010
September	$	324,608	$	52,390	$	(8,687)
December		393,049		70,650		3,025
March		694,575		140,482		24,073
June		615,641		116,413		18,203

Total	$	2,027,872	$	379,935	$	36,615


Fiscal 2009
September	$	458,151	$	64,719	$	(1,956)
December		477,481		75,897		3,192
March		673,794		112,070		25,411
June		482,763		80,993		5,325

Total	$	2,092,189	$	333,679	$	31,972


	Per Share of Common Stock
						Market Price Range on New York Stock Exchange
Quarter Ended	Net Income (Loss) (1)			Dividends Declared		High		Low
Fiscal 2010
September	$	(0.18	)	$	.11	$	21.48	$	12.89
December		0.06			.11		23.34		17.92
March		0.48			.11		20.38		15.68
June		0.36			.11		24.26		18.37

Total	$	0.73		$	.44


Fiscal 2009
September	$	(.04	)	$	.22	$	21.51	$	11.20
December		.06			.22		17.53		11.30
March		.51			.22		18.78		11.13
June		.11			.11		17.99		13.20

Total	$	.64		$	.77

The number of record holders of Briggs & Stratton Corporation Common Stock on August 23, 2010 was 3,428.

Net Income (Loss) per share of Common Stock represents Diluted Earnings per Share.

(1) Refer to Note 2 of the Notes to Consolidated Financial Statements, for information about Diluted Earnings per Share. Amounts may not total because of differing numbers of shares outstanding at the end of each quarter.

(2) As disclosed in Note 11, the third quarter of fiscal 2010 included a $30.6 million pretax charge ($18.7 million after tax or $0.37 per diluted share) for a litigation settlement.

(3) As disclosed in Note 19, the fourth quarter of fiscal 2009 included a $5.8 million pretax charge ($3.5 million after tax or $0.07 per diluted share) for plant closure costs.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.

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, have 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.

Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). 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 internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, the Company’s management has concluded that, as of the end of the period covered by this report, the Company’s internal controls over financial reporting were effective.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the Company’s consolidated financial statements and the effectiveness of internal controls over financial reporting as of June 27, 2010, as stated in their report which is included herein.

Changes in Internal Control Over Financial Reporting

There has not been any change in the Company’s internal control over financial reporting during the fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B.

OTHER INFORMATION

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

(a)	Executive Officers. Reference is made to “Executive Officers of Registrant” in Part I after Item 4.

(b)	Directors. The information required by this Item is in Briggs & Stratton’s definitive Proxy Statement, prepared for the 2010 Annual Meeting of Shareholders, under the caption “Election of Directors”, and is incorporated herein by reference.

(c)	Section 16 Compliance. The information required by this Item is in Briggs & Stratton’s definitive Proxy Statement, prepared for the 2010 Annual Meeting of Shareholders, under the caption “Section 16(a) Beneficial Ownership Reporting Compliance”, and is incorporated herein by reference.

(d)	Audit Committee Financial Expert. The information required by this Item is in Briggs & Stratton’s definitive Proxy Statement, prepared for the 2010 Annual Meeting of Shareholders,

under the caption “Corporate Governance – Audit Committee”, and is incorporated herein by reference.

(e)	Identification of Audit Committee. The information required by this Item is in Briggs & Stratton’s definitive Proxy Statement, prepared for the 2010 Annual Meeting of Shareholders, under the caption “Corporate Governance – Audit Committee”, and is incorporated herein by reference.

(f)

Code of Ethics. Briggs & Stratton has adopted a written code of ethics, referred to as the Briggs & Stratton Business Integrity Manual applicable to all directors, officers and employees, which includes provisions related to accounting and financial matters applicable to the Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Controller. The Briggs & Stratton Business Integrity Manual is available on the Company’s corporate website at www.briggsandstratton.com . If the Company makes any substantive amendment to, or grants any waiver of, the code of ethics for any director or officer, Briggs & Stratton will disclose the nature of such amendment or waiver on its corporate website or in a Current Report on Form 8-K.

ITEM 11.

EXECUTIVE COMPENSATION

The information in Briggs & Stratton’s definitive Proxy Statement, prepared for the 2010 Annual Meeting of Shareholders, concerning this item, under the captions “Compensation Committee Report”, “Compensation Discussion and Analysis”, “Compensation Tables”, “Agreements with Executives”, and “Director Compensation” is incorporated herein by reference.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information in Briggs & Stratton’s definitive Proxy Statement, prepared for the 2010 Annual Meeting of Shareholders, concerning this item, under the captions “Security Ownership of Certain Beneficial Owners”, “Security Ownership of Directors and Executive Officers” and “Equity Compensation Plan Information” is incorporated herein by reference.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information in Briggs & Stratton’s definitive Proxy Statement, prepared for the 2010 Annual Meeting of Shareholders, concerning this item, under the captions “Corporate Governance – Director Independence” and “Corporate Governance – Audit Committee” is incorporated herein by reference.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is in Briggs & Stratton’s definitive Proxy Statement, prepared for the 2010 Annual Meeting of Shareholders, under the captions “Independent Auditors Fees” and “Corporate Governance – Audit Committee”, and is incorporated herein by reference.

PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)	1. Financial Statements

The following financial statements are included under the caption “Financial Statements and Supplementary Data” in Part II, Item 8 and are incorporated herein by reference:

Consolidated Balance Sheets, June 27, 2010 and June 28, 2009

For the Fiscal Years Ended June 27, 2010, June 28, 2009 and June 29, 2008:

Consolidated Statements of Earnings

Consolidated Statements of Shareholders’ Investment

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Financial Statement Schedules

Schedule II – Valuation and Qualifying Accounts

All other financial statement schedules provided for in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions.

Exhibits

Refer to the Exhibit Index incorporated herein by reference. Each management contract or compensatory plan or arrangement required to be filed as an exhibit to this report is identified in the Exhibit Index by an asterisk following the Exhibit Number.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS

FOR FISCAL YEARS ENDED JUNE 27, 2010, JUNE 28, 2009 AND JUNE 29, 2008


Reserve for Doubtful Accounts Receivable	Balance Beginning of Year	Additions Charged to Earnings	Charges to Reserve, Net	Balance End of Year
2010	$7,360,000	7,399,000	(3,442,000)	$11,317,000
2009	$5,607,000	3,558,000	(1,805,000)	$7,360,000
2008	$4,102,000	4,484,000	(2,979,000)	$5,607,000


Deferred Tax Assets Valuation Allowance	Balance Beginning of Year	Allowance Established for New Operating and Other Loss Carryforwards	Allowance Reserved for Loss Carryforwards Utilized and Other Adjustments	Balance End of Year
2010	$6,712,000	2,418,000	-	$9,130,000
2009	$3,788,000	2,924,000	-	$6,712,000
2008	$ -	3,788,000	-	$3,788,000

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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

	By	/s/ David J. Rodgers
		David J. Rodgers
August 26 , 2010		Senior Vice President and
		Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.*


/s/ Todd J. Teske				/s/ Keith R. McLoughlin
Todd J. Teske				Keith R. McLoughlin
President and Chief Executive Officer and				Director
Director (Principal Executive Officer)

/s/ David J. Rodgers				/s/ Robert J. O’Toole
David J. Rodgers				Robert J. O’Toole
Senior Vice President and Chief Financial				Director
Officer (Principal Financial Officer and
Principal Accounting Officer)

/s/ William F. Achtmeyer				/s/ John S. Shiely
William F. Achtmeyer				John S. Shiely
Director				Director

/s/ Michael E. Batten				/s/ Charles I. Story
Michael E. Batten				Charles I. Story
Director				Director

/s/ David L. Burner				/s/ Brian C. Walker
David L. Burner				Brian C. Walker
Director				Director

				*Each signature affixed as of
				August 26 , 2010.

BRIGGS & STRATTON CORPORATION

(Commission File No. 1-1370)

EXHIBIT INDEX

2010 ANNUAL REPORT ON FORM 10-K


Exhibit Number		Document Description
3.1		Articles of Incorporation.
		(Filed as Exhibit 3.2 to the Company’s Report on Form 10-Q for the quarter
		ended October 2, 1994 and incorporated by reference herein.)

3.1 (a)		Amendment to Articles of Incorporation.
		(Filed as Exhibit 3.1 to the Company’s Report on Form 10-Q for the quarter
		ended September 26, 2004 and incorporated by reference herein.)

3.2		Bylaws, as amended and restated as adopted April 15, 2009.
		(Filed as Exhibit 3.2 to the Company’s Report on Form 10-Q for the quarter
		ended March 29, 2009 and incorporated by reference herein.)

4.0		Rights Agreement dated as of August 7, 1996, as amended through August 12,
		2009, between Briggs & Stratton Corporation and National City Bank which
		includes the form of Right Certificate as Exhibit A and the Summary of Rights to
		Purchase Common Shares as Exhibit B.
		(Filed as Exhibit 4.1 to the Company’s Registration Statement on Form 8-A/A
		dated as of August 17, 2009 and incorporated by reference herein.)

4.1		Amendment to Rights Agreement, dated as of October 13, 2009 between Briggs &
		Stratton Corporation and National City Bank.
		(Filed as Exhibit 4.2 to Amendment No. 3 to the Registration Statement on
		Form 8-A/A of the Company dated as of October 13, 2009 and incorporated
		herein by reference.)

4.2		Amendment to Rights Agreement, effective October 22, 2009.
		(Filed as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the
		quarter ended September 27, 2009 and incorporated herein by reference.)

4.6		Indenture dated as of May 14, 2001 between Briggs & Stratton Corporation, the
		Guarantors listed on Schedule I thereto and Bank One, N.A., as Trustee,
		providing for 8.875% Senior Notes due March 15, 2011 (including form of Note,
		form of Notation of Guarantee and other exhibits).
		(Filed as Exhibit 4.9 to the Company’s Registration Statement on Form S-3
		filed on July 3, 2001, Registration No. 333-64490, and incorporated herein by
		reference.)

4.7		Form of Supplemental Indenture dated as of May 15, 2001 between Subsequent
		Guarantors (Generac Portable Products, Inc., GPPD, Inc., GPPW, Inc. and
		Generac Portable Products, LLC), Briggs & Stratton Corporation, and Bank One,
		N.A., as Trustee.
		(Filed as Exhibit 4.10 to the Company’s Registration Statement on Form S-3
		filed on July 3, 2001, Registration No. 333-64490, and incorporated herein by
		reference.)

4.8		First Supplemental Indenture dated as of May 14, 2001 between Briggs &
		Stratton Corporation and Bank One, N.A., as Trustee under the Indenture dated
		as of June 4, 1997.
		(Filed as Exhibit 4.12 to the Company’s Registration Statement on Form S-3
		filed on July 3, 2001, Registration No. 333-64490, and incorporated herein by
		reference.)


Exhibit Number		Document Description
4.9		Form of Indenture Supplement to Add a Subsidiary Guarantor dated as of May
		15, 2001 among each Subsidiary Guarantor (Generac Portable Products, Inc.,
		GPPD, Inc., GPPW, Inc. and Generac Portable Products, LLC), Briggs &
		Stratton Corporation, and Bank One, N.A., as Trustee.
		(Filed as Exhibit 4.13 to the Company’s Registration Statement on Form S-3
		filed on July 3, 2001, Registration No. 333-64490, and incorporated herein by
		reference.)

10.0*		Amended and Restated Form of Officer Employment Agreement.
		(Filed as Exhibit 10.0 to the Company’s Report on Form 8-K dated December
		8, 2008 and incorporated by reference herein.)

10.1*		Amended and Restated Supplemental Executive Retirement Plan.
		(Filed as Exhibit 10.2 to the Company’s Report on Form 10-Q for the quarter
		ended September 30, 2007 and incorporated by reference herein.)

10.2*		Amended and Restated Economic Value Added Incentive Compensation Plan.
		(Filed herewith.)

10.3*		Amended and Restated Form of Change of Control Employment Agreement.
		(Filed as Exhibit 10.3 to the Company’s Report on Form 10-K for fiscal year
		ended June 28, 2009 and incorporated herein by reference.)

10.3 (a)		Amended and Restated Form of Change of Control Employment Agreement for
		new officers of the Company.
		(Filed as Exhibit 10.1 to the Company’s Report on Form 8-K dated October
		14, 2009 and incorporated by reference herein.)

10.4*		Trust Agreement with an independent trustee to provide payments under various
		compensation agreements with Company employees upon the occurrence of a
		change in control.
		(Filed as Exhibit 10.5 (a) to the Company’s Annual Report on Form 10-K for
		fiscal year ended July 2, 1995 and incorporated by reference herein.)

10.4 (a)*		Amendment to Trust Agreement with an independent trustee to provide
		payments under various compensation agreements with Company employees.
		(Filed as Exhibit 10.5 (b) to the Company’s Annual Report on Form 10-K for
		fiscal year ended July 2, 1995 and incorporated by reference herein.)

10.5*		1999 Amended and Restated Stock Incentive Plan.
		(Filed as Exhibit A to the Company’s 1999 Annual Meeting Proxy Statement
		and incorporated by reference herein.)

10.5 (a)*		Amendment to Stock Incentive Plan.
		(Filed as Exhibit 10.2 to the Company’s Report on Form 10-Q for the quarter
		ended March 30, 2003 and incorporated by reference herein.)

10.5 (b)*		Amendment to Stock Incentive Plan.
		(Filed as Exhibit 10.5 (c) to the Company’s Report on Form 10-K for fiscal
		year ended June 27, 2004 and incorporated by reference herein.)

10.5 (c)*		Amended and Restated Briggs & Stratton Corporation Incentive Compensation
		Plan.
		(Filed herewith.)

10.6*		Amended and Restated Briggs & Stratton Premium Option and Stock Award
		Program as is effective beginning with plan year 2010.
		(Filed herewith.)

10.6 (a)*		Amended Form of Stock Option Agreement under the Premium Option and Stock
		Award Program.
		(Filed as Exhibit 10.6 (d) to the Company’s Report on Form 10-K for year
		ended June 28, 2009 and incorporated herein by reference.)


,Exhibit Number		Document Description

10.6 (b)*		Amended Form of Restricted Stock Award Agreement Under the Premium Option and Stock Award Program. (Filed herewith.)

10.6 (c)*		Amended Form of Deferred Stock Award Agreement Under the Premium Option and Stock Award Program. (Filed herewith.)

10.7*		Amended and Restated Powerful Solution Incentive Compensation Program. (Filed as Exhibit 10.7 to the Company’s Report on Form 10-K for fiscal year ended June 29, 2008 and incorporated by reference herein.)

10.8*		Amended and Restated Supplemental Employee Retirement Plan. (Filed as Exhibit 10.3 to the Company’s Report on Form 10-Q for the quarter ended September 30, 2007 and incorporated by reference herein.)

10.9		Briggs & Stratton Corporation Incentive Compensation Plan Performance Share Award Agreement, effective immediately. (Filed herewith.)

10.11*		Amended and Restated Deferred Compensation Plan for Directors. (Filed as Exhibit 10.6 to the Company’s Report on Form 10-Q for the quarter ended December 30, 2007 and incorporated by reference herein.)

10.11 (a)*		Amendment to the Deferred Compensation Plan for Directors. (Filed as Exhibit 10.11 to the Company’s Report on Form 10-Q for the quarter ended December 28, 2008 and incorporated by reference herein.)

10.12*		Amended and Restated Director’s Premium Option and Stock Grant Program. (Filed as Exhibit 10.12 to the Company’s Report on Form 10-K for fiscal year ended July 3, 2005 and incorporated by reference herein.)

10.12 (a)*		Form of Director’s Stock Option Agreement under the Director’s Premium Option and Stock Grant Program. (Filed as Exhibit 10.12 (a) to the Company’s Report on Form 10-Q for quarter ended April 2, 2006 and incorporated by reference herein.)

10.13*		Summary of Director Compensation. (Filed as Exhibit 10.5 to the Company’s Report on Form 10-Q for the quarter ended September 30, 2007 and incorporated by reference herein.)

10.13 (a)*		Summary of Changes to Director Compensation. (Filed as Exhibit 10.5 to the Company’s Report on Form 10-Q for the quarter ended December 30, 2007 and incorporated by reference herein.)

10.14*		Executive Life Insurance Plan. (Filed as Exhibit 10.17 to the Company’s Annual Report on Form 10-K for fiscal year ended June 27, 1999 and incorporated by reference herein.)

10.14 (a)*		Amendment to Executive Life Insurance Program. (Filed as Exhibit 10.14 (a) to the Company’s Report on Form 10-K for fiscal year ended June 29, 2003 and incorporated by reference herein.)

10.14 (b)*		Amendment to Executive Life Insurance Plan. (Filed as Exhibit 10.14 (b) to the Company’s Report on Form 10-K for fiscal year ended June 27, 2004 and incorporated by reference herein.)

10.15*		Amended and Restated Key Employees Savings and Investment Plan. (Filed as Exhibit 10.4 to the Company’s Report on Form 10-Q for the quarter ended September 30, 2007 and incorporated by reference herein.)

10.15 (a)*		Amendment to Key Employees Savings and Investment Plan. (Filed as Exhibit 10.7 to the Company’s Report on Form 10-Q for the quarter ended December 30, 2007 and incorporated by reference herein.)


,Exhibit Number		Document Description

10.15 (b)*		Amendment to Key Employees Savings and Investment Plan.
		(Filed as Exhibit 10.0 to the Company’s Report on Form 10-Q for the quarter
		ended March 30, 2008 and incorporated by reference herein.)

10.15 (c)*		Amendment to Key Employee Savings and Investment Plan.
		(Filed as Exhibit 10.15 to the Company’s Report on Form 10-Q for the quarter
		ended October 1, 2006 and incorporated by reference herein.)

10.15 (d)*		Amendment to the Key Employee Savings and Investment Plan.
		(Filed as Exhibit 10.15 to the Company’s Report on Form 10-Q for the quarter
		ended December 28, 2008 and incorporated by reference herein.)

10.15 (e)*		Amendment to the Key Employee Savings and
		Investment Plan, adopted by the Board of Directors on October 21, 2009.
		(Filed as Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q for
		the quarter ended September 27, 2009 and incorporated herein by reference.)

10.16*		Consultant Reimbursement Arrangement.
		(Filed as Exhibit 10.19 to the Company’s Annual Report on Form 10-K for
		fiscal year ended June 27, 1999 and incorporated by reference herein.)

10.17*		Briggs & Stratton Product Program.
		(Filed as Exhibit 10.18 to the Company’s Annual Report on Form 10-K for
		fiscal year ended June 30, 2002 and incorporated by reference herein.)

10.17 (a)*		Amendment to the Briggs & Stratton Product Program.
		(Filed herewith.)

10.18*		Early Retirement Agreement between Briggs & Stratton Corporation and John S.
		Shiely.
		(Filed as Exhibit 10.1 to the Company’s Report on Form 8-K dated August 21,
		2009 and incorporated by reference herein.)

10.20		Asset Purchase Agreement, dated January 25, 2005, by and among Briggs &
		Stratton Power Products Group, LLC, Briggs & Stratton Canada Inc., Murray, Inc.
		and Murray Canada Co.
		(Filed as Exhibit 10.1 to the Company’s Report on Form 8-K dated
		January 25, 2005 and incorporated by reference herein.)

10.21		Transition Supply Agreement, dated February 11, 2005, between Briggs & Stratton
		Power Products Group, LLC and Murray, Inc.
		(Form of Transition Supply Agreement filed as Exhibit 10.2 to the Company’s
		Report on Form 8-K dated January 25, 2005 and incorporated by reference
		herein.)

10.22*		Employment Agreement entered into on January 1, 2009 between Briggs & Stratton
		Corporation and Michael D. Schoen.
		(Filed as Exhibit 10.22 to the Company’s Annual Report on Form 10-K for
		fiscal year ended June 28, 2009 and incorporated herein by reference.)

10.23 (c)		Amended and Restated Multicurrency Credit Agreement, dated July 12, 2007,
		among Briggs & Stratton Corporation, the financial institutions party hereto, and J.P.
		Morgan Chase Bank, N.A., La Salle Bank National Association, M&I Marshall &
		Ilsley Bank, U.S. Bank, National Association, as co-documentation agents, and
		Bank of America, N.A., as administrative agent, issuing bank and swing line bank,
		and Banc of America Securities LLC, lead arranger and book manager.
		(Filed as Exhibit 4.1 to the Company’s Report on Form 8-K dated July 12,
		2007 and incorporated by reference herein.)

10.24		Class B Preferred Share Redemption Agreement.
		(Filed as Exhibit 10.4 to the Company’s Report on Form 10-Q for the quarter
		ended December 30, 2007 and incorporated by reference herein.)


Exhibit Number		Document Description
10.25		Victa Agreement.
		(Filed as Exhibit 10.25 to the Company’s Report on Form 10-K for fiscal year
		ended June 29, 2008 and incorporated by reference herein.)

10.26		Stipulation of Settlement, dated February 24, 2010.
		(Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K
		dated February 24, 2010 and incorporated herein by reference.)

12		Computation of Ratio of Earnings to Fixed Charges.
		(Filed herewith.)

18.0		Letter from PricewaterhouseCoopers LLP re Change in Accounting Principal.
		(Filed as Exhibit 18.0 to the Company’s Report on Form 10-Q for the quarter
		ended September 30, 2007 and incorporated by reference herein.)

21		Subsidiaries of the Registrant.
		(Filed herewith.)

23.1		Consent of PricewaterhouseCoopers LLP, an Independent Registered Public
		Accounting Firm.
		(Filed herewith.)

31.1		Certification of Principal Executive Officer pursuant to Section 302 of the
		Sarbanes-Oxley Act of 2002.
		(Filed herewith.)

31.2		Certification of Principal Financial Officer pursuant to Section 302 of the
		Sarbanes-Oxley Act of 2002.
		(Filed herewith.)

32.1		Certification of the Chief Executive Officer pursuant to Section 906 of the
		Sarbanes-Oxley Act of 2002.
		(Furnished herewith.)

32.2		Certification of the Chief Financial Officer pursuant to Section 906 of the
		Sarbanes-Oxley Act of 2002.
		(Furnished herewith.)

*	Management contracts and executive compensation plans and arrangements required to be filed as exhibits pursuant to Item 15(a)(3) of Form 10-K.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

2010 ANNUAL REPORT ON FORM 10-K

EXHIBIT 10.2

AMENDED AND RESTATED ECONOMIC VALUE

ADDED INCENTIVE COMPENSATION PLAN

Effective 6-28-10

BRIGGS & STRATTON CORPORATION

ECONOMIC VALUE ADDED

INCENTIVE COMPENSATION PLAN

As adopted by the Compensation Committee on April 20, 2004 and amended through August 10, 2010

BRIGGS & STRATTON CORPORATION

ECONOMIC VALUE ADDED INCENTIVE COMPENSATION PLAN

I.	Plan Objectives

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

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

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

To recognize differences in the performance of individual participants.

II.	Plan Administration

The Compensation Committee of the Board of Directors (the “Committee”) shall be responsible for the design, administration, and interpretation of the Plan.

III.	Definitions

“Accrued Bonus” means the bonus which is calculated in the manner set forth in Section V.A.

“Actual EVA” means the EVA as calculated for the relevant Plan Year.

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

“Capital” means the Company’s weighted average monthly operating capital for the Plan Year, calculated as follows:


		Current Assets
-		Non-operating Investments
+		Bad Debt Reserve
+		LIFO Reserve
-		Deferred Tax Liabilities or Assets
		Classified as Current Assets
-		Current Noninterest-Bearing Liabilities
+		Warranty Reserve
+		Environmental Reserve
+		Property, Plant, Equipment, Net
-		Construction in Progress
+		Other Assets (not including prepaid Pension Costs)
(+/-)		Unusual Capital Items

“Capital Charge” means the deemed opportunity cost of employing Capital in the Company’s businesses, determined as follows:

Capital Charge = Capital X Cost of Capital

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

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

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

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

where the Risk Free Rate is the average daily closing yield rate on 10 year U.S. Treasury Bonds for the month of March immediately preceding the relevant Plan Year, the Business Risk Index is determined by using an average of the Beta available in the four (4) most recent Value Line reports on the Company. The Average Equity Risk Premium is 6%, the Debt Yield is the weighted average yield of all borrowing included in the Company’s permanent capital, and the tax rate is the combination of the relevant federal and state effective income tax rates.

“ Designated Key Contributor ” means those Participants named by the Chief Executive Officer as a Designated Key Contributor under the Plan.

“Divisional EVA Performance Factor” means an Individual Performance Factor calculated in the same manner as the Company Performance Factor as set forth in Section VI.A., except that EVA, Actual EVA, Target EVA, NOPAT, Capital, Capital Charge and other relevant terms shall be defined by reference to the particular operating division, service division or sales group, not by reference to the entire Company.

“Economic Value Added” or “EVA” means the NOPAT that remains after subtracting the Capital Charge, expressed as follows:


		NOPAT
Less:		Capital Charge
Equals:		EVA

EVA may be positive or negative.

“Key Managers” mean those Participants designated as Key Managers by the Committee with respect to any Plan Year.

“NOPAT” means cash adjusted net operating profits after taxes for the Plan Year, calculated as follows:


		Pretax Income
+		Interest Expense
-		Normal Pension Costs
+/-		Pension Income/Expense
+/-		Change in LIFO Reserve
+/-		Change in Bad Debt Reserve
+/-		Change in Post Retire Health Care Reserve
+/-		Change in Warranty Reserve
+/-		Other Income & Expense on Non-Operating Investments
+/-		Unusual Charges
+/-		Amortization of Unusual Income or Expense Items
-		Cash Taxes on the above (+/-changes in Deferred Taxes)

“Plan Year” means the one year period coincident with the Company’s fiscal year.

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

“Target EVA” means the target level of EVA for the Plan Year determined by the Committee.

IV.	Eligibility

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

Nomination and Approval . Each Plan Year, the Chief Executive Officer of the Company will nominate eligible employees of the Company and its subsidiaries and affiliates to participate in the Plan for the next Plan Year. The Committee will have the final authority to select Plan participants (the “Participants”) among the eligible employees nominated by the Chief Executive Officer of the Company. Continued participation in the Plan is contingent on approval of the Committee. Selection normally will take place, and will be communicated to each Participant, prior to the beginning of the pertinent Plan Year.

V.	Individual Participation Levels

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

30%

Participant’s

Base Salary

Target
Incentive
Award

Company
Performance
Factor

70%

Participant’s
Base Salary

Target
Incentive
Award

Individual
Goal Achievement
Factor

In no case may the Accrued Bonus exceed two times the Target Incentive Award or be less than zero.

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


Executive Position		Target Incentive Award (% of Base Salary)
Chief Executive Officer		100%
Chief Operating Officer		80%
Executive Vice President & Senior Vice Presidents		60%
Other Elected Officers		40%
Division General Managers		40%
Key Managers		40%
Designated Key Contributors		25%
All Others		20%

VI.	Performance and Goal Achievement Factors

Company Performance Factor Calculation . For any Plan Year, the Company Performance Factor will be calculated from a table approved by the Compensation Committee that states the Company Performance Factor that applies to achievement of various percentages of the Target EVA for the Plan Year.

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

(1)

Quantifiable Goal Achievement Factors . The Individual Goal Achievement Factor of the Accrued Bonus calculation will be based on the accomplishment of individual, financial and/or other goals. Whenever possible, individual performance will be evaluated according to quantifiable benchmarks of success. These factors will represent an achievement percentage continuum that ranges from 0% to 200% of the individual target award opportunity, and will be enumerated from 0 to 2.0 based on such continuum. If the Quantifiable Goal Achievement Factor is based on divisional EVA, it shall be calculated in the same manner as the Company Performance Factor set forth in Section VI.A, unless the Compensation Committee has approved a different method of calculating divisional EVA.

(2)

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


Individual
Goal Achievement Rating		Goal Achievemnt Factor

Outstanding		1.3 - 1.5
Excellent		1.1 - 1.3
Good		.9 - 1.1
Satisfactory		.5 - .9
Unsatisfactory		0

(3)

Aggregate Individual Goal Achievement Factor . The Individual Goal Achievement Factor to be used in the calculation of the Accrued Bonus shall be equal to the average (or weighted average) of one or more Quantifiable and/or Non-Quantifiable Goal Achievement Factors according to relative importance, except that the Non-Quantifiable Goal Achievement Factor shall account for no more than 15% of the Accrued Bonus.

VII.	Change in Status During the Plan Year

New Hire, Transfer, Promotion, Demotion

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

Discharge

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

Resignation

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

Death, Disability, Retirement

If a Participant’s employment is terminated during a Plan Year by reason of death, disability, or normal or early retirement under the Company’s retirement plan, a tentative Accrued Bonus will be calculated as if the Participant had remained employed as of the end of the Plan Year. The final Accrued Bonus will be calculated by multiplying the tentative Accrued Bonus by a proration factor. The proration factor will be equal to the number of full weeks of employment during the Plan Year divided by fifty-two. For purposes of this section, the date a participant is deemed to be terminated pursuant to disability shall be the date the employee begins receiving a monthly Long Term Disability Benefit under the Company’s Group Insurance Plan.

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

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

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

Leave of Absence

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

VIII.

Bonus Paid and Bonus Bank

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

Participants Who Are Not Senior Executives . All Accrued Bonuses of Participants who are not Senior Executives for the Plan Year shall be paid in cash, less amounts required by law to be withheld for income and employment tax purposes, during the 60 day period following the end of the Plan Year in which the Accrued Bonus was earned.

Participants Who Are Senior Executives . With respect to Plan Years preceding 2010, the calculation of Accrued Bonuses, Bonus Bank Balances and Total Bonus Payouts shall be made in accordance with the provisions of Article VIII that were in effect for those Plan Years. With respect to Plan Year 2010, any Senior Executive who has a positive Bank Balance upon completion of the calculations under the Plan for such Plan Year shall be paid such balance in cash, less amounts required by law to be withheld for income and employment tax purposes,

during the 60 day period following the end of Plan Year 2010, and any Senior Executive who has a negative Bank Balance shall have such balance extinguished. With respect to Plan Years after 2010, all Accrued Bonuses shall be paid in cash, less amounts required by law to be withheld for income and employment tax purposes, during the 60 day period following the end of the Plan Year in which the Accrued Bonus was earned.

IX.	Administrative Provisions

Amendments, Suspension, Termination and Recovery . The Committee shall have the right to modify or amend this Plan from time to time, or suspend it or terminate it entirely. The Committee may suspend or terminate an Accrued Bonus for a Plan Year at any time prior to its payment to the Participant or its credit to or charge to the Bonus Bank as provided in Article VIII. The Committee may also recover all or any portion of a Total Bonus Payout to a Senior Executive or Key Manager with respect to (1) a Plan Year for which there occurs within the three (3) years following the award a material restatement of the Company’s annual report filed with the SEC due to the negligence or misconduct of one or more persons, and (2) any subsequent Plan Year in which an Accrued Bonus was materially affected by the restatement. Such recovery may include without limitation reducing the Participant’s Bank Balance.

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

Effect of Award on Other Employee Benefits . By acceptance of a bonus award, each recipient agrees that such award is special additional compensation and that it will not affect any employee benefit, e.g., life insurance, etc., in which the recipient participates, except as provided in paragraph D. below.

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

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

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

(1)

Any gains or losses which will be treated as extraordinary in the Company’s financial statements.

(2)

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

(3)

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

(a)

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

(b)

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

(c)

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

(4)

Capital incurred for a major acquisition for a reasonable period following such acquisition.

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

X. Miscellaneous

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

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

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

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

Section 409A . To facilitate compliance with Internal Revenue Code Section 409A, a payment otherwise required to be paid under this Plan shall be neither accelerated nor deferred nor shall there otherwise be a change in the time at which any payment due hereunder is to be paid, except pursuant to a specific written amendment adopted by the Board of Directors of Briggs & Stratton Corporation, which amendment is consistent with the requirements of applicable regulations under Internal Revenue Code Section 409A. Further, no individual shall be deemed to have a termination of employment for purposes of this Plan unless such termination of employment also constitutes a separation from service within the meaning of Code Section 409A.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

2010 ANNUAL REPORT ON FORM 10-K

EXHIBIT 10.5(c)

AMENDED AND RESTATED BRIGGS & STRATTON CORPORATION

INCENTIVE COMPENSATION PLAN

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, as well as appropriate third parties who can provide valuable services to the Company, 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 such persons.

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 Section 5(h), the closing 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 ” or “ SAR ” means a right granted under Section 6.

(v)

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

In addition, the term “Change in Control” has the meaning set forth in Section 11(b).

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 non-management directors. For awards that may be granted to appropriate third parties, the Plan shall be administered by the Board. The term “Committee” shall refer to the Compensation Committee of the Board or such other committee appointed by the Board with respect to awards granted to eligible employees, shall refer to all non-management directors with respect to awards granted to directors, and shall refer to the entire Board with respect to awards that may be granted to appropriate third parties.

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, Directors’ Fees in Stock, Restricted Stock and Deferred Stock. The Committee shall have plenary authority to grant to appropriate third parties, pursuant to the terms of the Plan, Non-Qualified Stock Options, Restricted Stock and Deferred 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, Directors’ Fees in Stock, Restricted Stock and Deferred Stock may from time to time be granted;

(c)

to select the appropriate third parties to whom Non-Qualified Stock Options, Restricted Stock and Deferred Stock may from time to time be granted;

(d)

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

(e)

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

(f)

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);

(g)

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

(h)

to determine under what circumstances a Stock Option may be settled in cash or Stock under Section 5(h);

(i)

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;

(j)

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

(k)

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 not waive vesting periods of any awards or accelerate vesting periods of any awards, except in the case of death, Disability or Retirement.

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 and Deferred 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 2009 annual meeting shall be 6,800,000 shares. Such shares may consist, in whole or in part, of authorized and unissued shares or treasury shares. Solely for the purpose of applying the limitation set forth herein, the number of shares available for issuance under the Plan shall be reduced by 1.00 share of Stock for every one share of Stock granted in respect of an award of a Stock Option or Stock Appreciation Right and 2.91 shares of Stock for every one share of Stock granted in respect of an award other

than an award of a Stock Option or Stock Appreciation Right. All shares in aggregate shall be available for issuance as Incentive Stock Options.

Any shares of Stock related to awards under this Plan that terminate by expiration, forfeiture, cancellation or otherwise without the issuance of shares of Stock, or are settled in cash in lieu of shares of Stock, or are exchanged with the Committee’s permission prior to the issuance of shares of Stock for awards not involving shares of Stock, shall be available again for grant under this Plan. The preceding sentence shall not be applicable with respect to (i) cancellation of a Stock Appreciation Right granted in tandem with a Stock Option upon the exercise of the Stock Option or (ii) cancellation of a Stock Option granted in tandem with a Stock Appreciation Right upon the exercise of the Stock Appreciation Right. Furthermore, the following shares of Stock may not again be made available for issuance under this Plan: (a) shares of Stock not issued or delivered as a result of the net settlement of an outstanding Stock Option or Stock Appreciation Right, (b) shares of Stock used to pay the option price or grant price or withholding taxes related to an outstanding award, or (c) shares of Stock repurchased on the open market with the proceeds from the exercise of a Stock Option.

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, Restricted Stock and Deferred Stock. Appropriate third parties are eligible to be granted Non-Qualified Stock Options, Restricted Stock and Deferred 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 later than the last day of the month that is 5 years after the date the Option is granted, and no Non-Qualified Stock Option shall be exercisable later than the last day of the month that is 5 years and one day after the date the Option is granted.

(c)

Exercisability . Stock Options shall be exercisable in accordance with such terms and conditions as shall be determined by the Committee, but the exercise date of a Stock Option may not be accelerated except in the case of an optionee’s death, Disability or Retirement. If the Committee provides that any Stock Option is exercisable only in installments, the Committee may waive such installment exercise provisions, in whole or in part, in the case of an optionee’s death, Disability or Retirement.

(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. As determined by the Committee, the purchase price may be paid (i) by certified or bank check or such other instrument as the Company may accept, (ii) by means of tendering shares of Stock, either directly or by attestation (“Delivered Stock”), (iii) by surrendering to the Company shares of Stock otherwise receivable upon exercise of the Stock option (a “Net Exercise”), or (iv) a combination of the foregoing. Delivered Stock and shares of Stock used in a Net Exercise shall be valued based 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.

No shares of Stock shall be issued until full payment therefor has been made. 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 14(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 . 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 11(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).

(g)

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. Options that are designated as “incentive stock options” and which would exceed the foregoing $100,000 limit shall be treated as Non-’Qualified Stock Options automatically without further action by the Committee.

(h)

Cashing Out of Option . 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.

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 SARs 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, but no SAR shall be exercisable later than the last day of the month that is 5 years after the date it is granted. 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 SAR 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 SAR.

(d)

Exercise of SARs . A Freestanding SAR may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes, but the exercise date of a Freestanding SAR may not be accelerated except in the case of a grantee’s death, Disability or Retirement. 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 SARs 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)

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 an SAR, 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 SAR shall have been exercised, with the Committee having the right to determine the form of payment.

(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 gross number of shares of Stock subject to the Stock Option or part thereof to which such SAR 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, and not just the net-settled number of shares issued under the SAR at the time of exercise based on the value of the SAR 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 SARs for outstanding Stock Options, without receiving an optionee’s permission and with such SARs to be paid in Stock or cash, at the Committee’s discretion. The terms of the substituted SARs 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 SARs 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)(v), 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 the Committee may accelerate or waive such restrictions, in whole or in part, in the case of a participant’s death, Disability or Retirement.

(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 Section 7(c)(i), 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)

The Restriction Period shall be not less than one year for performance-based awards and three years for non-performance-based awards. 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.

(v)

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)

The Deferral Period shall be not less than one year for performance-based awards and three years for non-performance-based awards. Subject to the provisions of the Plan and the Deferred Stock Agreement referred to in Section 8(b)(vi), 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)(v), 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 Section 8(b)(iv), 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)

The Committee may provide for the lapse of deferral limitations in installments, and the Committee 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 in the case of a participant’s death, Disability or Retirement.

(v)

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 requirements of Section 409A of the Code, the Committee’s approval and such terms as are determined by the Committee.

(vi)

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. Performance goals may include Economic Value Added (“EVA ^® ”) improvement (a financial performance measure closely correlated with increases in shareholder value calculated as the excess of net operating profit after taxes less a capital

charge), stock price, market share, sales, earnings per share, return on equity, costs, total earnings, earnings growth, return on capital, return on assets, EBIT, sales growth, gross margin, increase in stock price, operating profit, net earnings, cash flow, inventory turns, financial return ratios, balance sheet measurements, customer satisfaction surveys or productivity. 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 2009 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. The Committee may elect to make the payment in cash, restricted stock, deferred stock, or a combination of the foregoing.

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, Restricted Stock or Deferred 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 or require 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.

(ii)

The restrictions and deferral limitations applicable to any Restricted Stock and Deferred Stock shall lapse, and such Restricted Stock and Deferred Stock 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.

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. Except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), the terms of outstanding awards may not be amended to reduce the exercise price of outstanding Stock Options or SARs, and further outstanding Stock Options or SARs may not be cancelled in exchange for cash, other awards or Stock Options or SARs with an exercice price that is less than the exercise price of the original Stock Options or SARs without shareholder approval.

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 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 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 AND SUBSIDIARIES

2010 ANNUAL REPORT ON FORM 10-K

EXHIBIT 10.6

AMENDED AND RESTATED BRIGGS & STRATTON PREMIUM

OPTION AND STOCK AWARD PROGRAM

Effective 6-28-10

BRIGGS & STRATTON CORPORATION

PREMIUM OPTION AND STOCK AWARD PROGRAM

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

through August 10, 2010

BRIGGS & STRATTON CORPORATION

PREMIUM OPTION AND STOCK AWARD PROGRAM

1.0	Objectives

The Premium Option and Stock Award Program (“POSA 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 POSA Program provides a longer term focus by allowing Senior Executives to participate in the long-term appreciation in the equity value of the Company.

The POSA Program is structured such that each year a Senior Executive is eligible for awards of restricted and/or deferred shares of the Company’s Stock (“Restricted and/or Deferred Stock”), premium options on the Company’s Stock (“PSOs”), and/or performance shares of the Company’s Stock (“Performance Shares”) in such amounts as the Compensation Committee determines. The Restricted and/or Deferred Stock vests five years after its 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 Performance Shares vest three years after their date of grant.

2.0	Restricted and/or Deferred Stock Awards

For each Plan Year, the Committee shall establish a formula that will create a pool of shares from which Restricted and/or Deferred Stock may be awarded to certain Senior Executives designated by title. The formula shall reflect the Company’s intention to qualify, to the extent possible, the awards as performance-based compensation under Section 162(m) of the Code. The number of shares in the pool shall be determined based upon performance against the pre-established performance target(s) in the formula. From the available pool, the Committee shall determine the number of shares of Restricted and/or Deferred Stock awarded to each designated Senior Executive. In addition, the Committee shall determine the number of shares of Restricted and/or Deferred Stock to be awarded to other Senior Executives. In each case, the number of shares awarded shall be determined by dividing (a) the dollar amount of such Restricted and/or Deferred Stock 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.

The Committee shall determine whether stock awards shall consist of Restricted Stock, Deferred Stock or a mix of each type of stock, and may consider each Senior Executive’s preference in making such determination. All shares of Restricted and/or Deferred Stock 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, including any that the Committee determines are necessary and appropriate to qualify them for tax deductibility by the Company.

3.0	Premium Stock Option Awards

For each Plan Year, the number of PSOs awarded to each Senior Executive shall be determined by the Committee. 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.

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. PSOs shall have such other terms and conditions as the Committee shall determine.

4.0	Performance Share Awards

For each Plan Year, the Committee may award Performance Shares to Senior Executives which may be earned based on the achievement of pre-established performance goals over a designated performance period determined by the Committee. The performance goals shall reflect the Company’s intention to qualify, to the extent possible, the awards as performance-based compensation under Section 162(m) of the Code. The number of Performance Shares awarded to each Senior Executive, the pre-established performance goals and the performance period shall be determined by the Committee.

5.0	Limitations on Awards

All awards of Restricted and/or Deferred Stock, PSOs and Performance Shares are granted under and are subject to the terms and conditions of the Incentive Compensation Plan (the “Plan”). Awards of Restricted and/or Deferred Stock and Performance Shares are subject to the limits of the Plan. Specifically, no employee may receive awards under the Plan covering more than 160,000 shares of Restricted and/or Deferred Stock (including Performance Shares) in any fiscal year. In addition, the Fair Market Value of Restricted and/or Deferred Stock (including Performance Shares) awarded to an employee, when added to payments made to such employee under the EVA Plan, may not exceed $3 million in any fiscal year. In the event either the share maximum or dollar maximum would be exceeded, the maximum number of Performance Shares available to the employee shall be reduced so that both limits are met. The number of Performance Shares subject to such reduction shall be paid to the employee in the following fiscal year if the employee continues in employment for 12 months, provided that any payment in the following fiscal year shall also be subject to the foregoing limits and, if either limit

would be exceeded, the same process shall be repeated until the shares can be issued without exceeding the limits of the employee’s employment is terminated.

The Committee shall have the right to modify or amend the POSA Program from time to time, or suspend it or terminate it entirely. The Committee may suspend or terminate an award of Restricted Stock, Deferred Stock, PSOs or Performance Shares for a Plan Year at any time prior to delivery of the award agreement to the Senior Executive.

6.0	Incentive Stock Options

Except as modified herein, PSOs are Incentive Stock Options under the Plan as amended from time to time to the extent they are eligible for treatment as such under Section 422 of the 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 Plan, and shall be granted as described in this Program annually unless the Committee modifies or terminates either the EVA Plan or the Plan. .

7.0	Definitions

All capitalized terms used herein that are not otherwise defined shall have the same meaning given to them in the Company’s EVA Plan and the Plan.

8.0	Effective Date

The amendments to the POSA Program adopted by the Committee on August 10, 2010 shall be effective for the calculation of awards made in August 2011 and thereafter. They shall not be used to calculate awards in August 2010.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

2010 ANNUAL REPORT ON FORM 10-K

EXHIBIT 10.6(b)

AMENDED FORM OF RESTRICTED STOCK AWARD

AGREEMENT UNDER THE PREMIUM OPTION

AND STOCK AWARD PROGRAM

BRIGGS & STRATTON CORPORATION

RESTRICTED STOCK AWARD AGREEMENT

THIS RESTRICTED STOCK AWARD AGREEMENT, dated as of this day of , 20 , is made by BRIGGS & STRATTON CORPORATION (the “Company”) to «Name» (the “Employee”).

WHEREAS , the Company believes it to be in the best interests of the Company and its shareholders to provide an incentive for certain of its key employees to work for and manage the affairs of the Company in such a way that its shares become more valuable; and

WHEREAS , the Employee is a key employee of the Company or one of its subsidiaries or affiliates.

NOW, THEREFORE , in consideration of the premises, the Company hereby awards Restricted Stock to the Employee on the terms, conditions and restrictions hereinafter set forth.

1. AWARD . The Company hereby awards to the Employee «Number» shares of Restricted Stock on the date hereof (the “Award Date”). Restricted Stock means shares of the common stock of the Company, par value $0.01 per share, granted in accordance with this Agreement and section 7 of the Company’s Incentive Compensation Plan.

2. RESTRICTION . The Restricted Stock shall be forfeitable as described below until the shares become vested upon the first to occur, if any, of the following events:

(a) The termination of the Employee’s employment with the Company or a subsidiary by reason of disability or death. For these purposes, “disability” shall mean separation from the service of the Company or such subsidiary because of such illness or injury as renders the Employee unable to perform the material duties of the Employee’s job.

(b) Five (5) years from the Award Date.

If the Employee’s employment with the Company or one of its subsidiaries terminates during the period of time during which the Restricted Stock is forfeitable (the “Restricted Period”) for any reason other than retirement, early retirement, disability or death, the Restricted Stock shall be forfeited to the Company on the date of such termination, without any further obligations of the Company to the Employee and all

rights of the Employee with respect to the Restricted Stock shall terminate, unless such forefeiture is waived by the Compensation Committee of the Company’s Board of Directors. If the Compensation Committee determines that (i) the Employee has breached any of the obligations stated in section 3 of the Agreement during the Restricted Period or (ii) the Restricted Stock was awarded with respect to (A) a Plan Year for which there has been a material restatement of the Company’s annual report to the SEC due to negligence or misconduct by one or more persons or (B) any subsequent Plan Year having awards materially affected by the restatement, the Company shall be entitled to declare all or any portion of any unvested Restricted Stock awarded under this Agreement to be forfeited.

Notwithstanding any provisions to the contrary, the Employee may not extend the Restricted Period.

COVENANTS OF NON-DISCLOSURE, NON-SOLICITATION AND NON-COMPETITION .

3.1 Non-Competition During Employment . The Employee agrees during his/her employment with the Company he/she shall not, directly or indirectly, either individually or as an employee, agent, partner, shareholder, consultant or in any other capacity, participate in, engage in or have a financial or other interest in any business which is in competition with the Company or any successor or assignee of the Company. The ownership of less than 1% of the outstanding securities of a publicly-traded company or 20% of a private company’s securities or profits, even though that corporation may be a competitor of the Company, shall not be deemed financial participation in a competitor.

3.2 Non-Competition After Employment . The Employee agrees that, upon voluntary or involuntary termination of employment with the Company and for a period of two (2) years thereafter, he/she will not, directly or indirectly, individually or as an employee, agent, partner, shareholder, consultant, or in any other capacity, canvass, contact, solicit or accept any of the Company’s customers with whom the Employee had contact during the two (2) year period preceding his/her termination for the purpose of providing services, products or business that are in competition with the services, products or business which the Company provides to such customers. It is understood and agreed that the fluid customer list limitation contemplated by the parties closely approximates the area of the Company’s vulnerability to unfair competition by Employee and does not deprive Employee of legitimate competitive opportunities to which he/she is entitled.

3.3 Impairment of Company’s Relationships . The Employee further agrees that during the term of his/her employment and for a period of two (2) years thereafter, he/she will not interfere with or attempt to impair the relationship between the Company and any of its employees nor will the Employee attempt, directly or indirectly, to solicit, entice, or otherwise induce any other employee to terminate his/her association with the Company. The term “solicit, entice or induce” includes, but is not limited to, the following: (a) initiating communications with an employee of the Company relating to possible

employment; (b) offering bonuses or additional compensation to encourage employees of the Company to terminate their employment and accept employment with a competitor, supplier or customer of the Company; (c) referring employees of the Company to personnel or agents employed or engaged by competitors, suppliers or customers of the Company; or (d) referring personnel or agents employed or engaged by competitors, suppliers or customers of the Company to employees of the Company.

3.4. Non-Disclosure of Information.

(a) Confidential Information. As used in this Agreement, “Confidential Information” shall mean any and all information whether generated by the Company or by a third party at the Company’s request, disclosed by the Company to Employee during the period of the Employee’s employ with the Company, including, without limitation, trade secrets, design documents, copyright material, inventions, technology, processes, marketing data, business strategies, financial information and records, product information (including, without limitation, any product designs, specifications, capabilities, drawings, diagrams, blueprints, models and similar items), customer and prospective customer lists, supplier and vendor lists, product pricing formulas, software and similar information, in any form (whether oral, electronic, written, graphic or other printed form or obtained from access to or observation of the Company’s facilities or operations). Confidential Information does not include information or data which is:

(1) at the time of disclosure, or thereafter becomes, available to the general public by publication or otherwise through (i) no fault or negligence of the Employee or (ii) no breach of this Agreement by Employee;

(2) in the possession of the Employee prior to disclosure thereof by the Company as evidenced by written records of the Employee prepared prior to the date of disclosure of such information to the Employee;

(3) independently developed by the Employee without the benefit of any of the Confidential Information as evidenced by the written records of the Employee prepared to the date of disclosure of such information to the Employee; or

(4) disclosed to Employee by a third party having no obligation of confidentiality to the Company with respect to the information so disclosed.

(b) Trade Secrets . The parties also acknowledge that certain of the Company’s Confidential Information is a trade secret (“Trade Secret”) as that term is defined in Sec. 134.90(1)(c) of the Wisconsin Uniform Trade Secrets Act, i.e. information, including a formula, pattern, compilation, program, device, method, technique or process, that (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure, and (ii) is the subject of efforts that are reasonable under the circumstance to maintain its secrecy.

(c) Disclosure of Confidential Information . Except as required in the performance of his or her duties of employment, and for a period of two (2) years following the termination of his or her employment with the Company, Employee shall not disclose to a third party or use any of the Company’s Confidential Information and shall not remove any of the Company’s Confidential Information in any form or media from the Company’s offices, unless he or she first obtains the written consent of the Company.

(d) Disclosure of Trade Secrets . Employee shall never disclose to a third party or use any of the Company’s Trade Secrets and shall not remove any of the Company’s Trade Secrets in any form or media from the Company’s offices, unless he or she first obtains the written consent of the Company. The parties acknowledge that this obligation has no termination date.

3.5 Waiver of Unintended Effects . It is not the purpose of the Agreement to preclude Employee from engaging in employment that is not competitive with the Company, does not pose a competitive threat to the Company, and does not interfere with the Company’s protectable business interests. If during the term of this Agreement Employee wishes to engage in a business that may involve a violation of the literal terms of this Agreement but Employee believes it will not pose a competitive threat to the Company, Employee agrees to submit to the Company in writing a request to engage in this business. Any such request must specifically refer to this Agreement. The Company agrees that it will respond to the request with reasonable promptness and that it will not unreasonably withhold permission to engage in the business specified in the request, regardless of the terms of this Agreement, if the business sought to be engaged in is not competitive with that of the Company and does not pose a competitive threat to the Company. Any such permission granted by the Company must be in writing, shall extend only to the business specifically identified in Employee’s written request, and shall not otherwise constitute a wavier of the Company’s rights under this Agreement.

3.6. Common Law of Torts and Trade Secrets . The parties agree that nothing in this Agreement shall be construed to limit or negate the common law of torts or trade secrets where it provides the Company with broader protection than that provided herein.

4. RIGHTS DURING RESTRICTED PERIOD . During the Restricted Period, the Employee shall have the right to vote the Restricted Stock and to receive cash dividends, stock dividends and other distributions made with respect to the Restricted Stock; however, all such stock dividends and other non-cash distributions shall be forfeitable and subject to the same restrictions as exist regarding the original shares of Restricted Stock. The Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered during the Restricted Period, except by will or the laws of descent and distribution.

5. CUSTODY . The Restricted Stock may be credited to the Employee in book entry form and held, along with any stock dividends relating thereto, in custody by the Company or an agent for the Company until the applicable restrictions have expired.

If any certificates are issued for shares of Restricted Stock or any such stock dividends during the Restricted Period, such certificates shall bear an appropriate legend as determined by the Company referring to the applicable terms, conditions and restrictions and the Employee shall deliver a signed, blank stock power to the Company relating thereto. In no event will the issuance of shares occur later than two and one-half months after the end of the fiscal year.

6. TAX WITHHOLDING . The Employee may satisfy any tax withholding obligations arising with respect to the Restricted Stock in whole or in part by tendering a check to the Company for any required amount, by election to have a portion of the shares withheld to defray all or a portion of any applicable taxes, or by election to have the Company or its subsidiaries withhold the required amounts from other compensation payable to the Employee.

7. IMPACT ON OTHER BENEFITS . The value of the Restricted Stock awarded hereunder, either on the Award Date or at the time such shares become vested, shall not be includable as compensation or earnings for purposes of any other benefit plan or program offered by the Company or its subsidiaries.

IN WITNESS WHEREOF , this Restricted Stock Award Agreement is executed by the parties as of the date set forth above.


	BRIGGS & STRATTON CORPORATION

	By:
		Todd J. Teske
		President and Chief Executive Officer

Date:
		«Name»

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

2010 ANNUAL REPORT ON FORM 10-K

EXHIBIT 10.6(c)

AMENDED FORM OF DEFERRED STOCK AWARD

AGREEMENT UNDER THE PREMIUM OPTION

AND STOCK AWARD PROGRAM

BRIGGS & STRATTON CORPORATION

DEFERRED STOCK AWARD AGREEMENT

THIS DEFERRED STOCK AWARD AGREEMENT, dated as of this day of 200 , is made by BRIGGS & STRATTON CORPORATION (the “Company”) to (the “Employee”).

WHEREAS , the Employee is a key employee of the Company or one of its subsidiaries or affiliates.

NOW, THEREFORE , in consideration of the premises, the Company hereby awards Deferred Stock to the Employee on the terms, conditions and restrictions hereinafter set forth.

1. AWARD . The Company hereby awards to the Employee shares of Deferred Stock on the date hereof (the “Award Date”). Deferred Stock means the right to receive in the future common stock of the Company in accordance with this Agreement and section 8 of the Company’s Incentive Compensation Plan.

2. DEFERRAL PERIOD . The Deferred Stock shall be forfeitable as described below until it becomes vested upon the first to occur, if any, of the following events:

(b) Five (5) years from the Award Date.

If the Employee’s employment with the Company or one of its subsidiaries or affiliates terminates during the period of time during which the Deferred Stock is forfeitable (the “Deferral Period”) for any reason other than retirement, early retirement, disability or death, the Deferred Stock shall be forfeited to the Company on the date of such termination, without any further obligations of the Company to the Employee and all rights of the Employee with respect to the Deferred Stock shall terminate, unless such

forfeiture is waived by the Compensation Committee of the Company’s Board of Directors. If the Compensation Committee determines that (i) the Employee has breached any of the obligations stated in section 3 of the Agreement during the Deferral Period or (ii) the Deferred Stock was awarded with respect to (A) a Plan Year for which there has been a material restatement of the Company’s annual report to the SEC due to negligence or misconduct by one or more persons or (B) any subsequent Plan Year having awards materially affected by the restatement, the Company shall be entitled to declare all or any portion of any unvested Deferred Stock awarded under this Agreement to be forfeited.

Notwithstanding any provisions to the contrary, the Employee may not extend the Deferral Period.

COVENANTS OF NON-DISCLOSURE, NON-SOLICITATION AND NON-COMPETITION .

the Company to terminate their employment and accept employment with a competitor, supplier or customer of the Company; (c) referring employees of the Company to personnel or agents employed or engaged by competitors, suppliers or customers of the Company; or (d) referring personnel or agents employed or engaged by competitors, suppliers or customers of the Company to employees of the Company.

3.4. Non-Disclosure of Information .

(a) Confidential Information . As used in this Agreement, “Confidential Information” shall mean any and all information whether generated by the Company or by a third party at the Company’s request, disclosed by the Company to Employee during the period of the Employee’s employ with the Company, including, without limitation, trade secrets, design documents, copyright material, inventions, technology, processes, marketing data, business strategies, financial information and records, product information (including, without limitation, any product designs, specifications, capabilities, drawings, diagrams, blueprints, models and similar items), customer and prospective customer lists, supplier and vendor lists, product pricing formulas, software and similar information, in any form (whether oral, electronic, written, graphic or other printed form or obtained from access to or observation of the Company’s facilities or operations). Confidential Information does not include information or data which is:

(4) disclosed to Employee by a third party having no obligation of confidentiality to the Company with respect to the information so disclosed.

(c) Disclosure of Confidential Information . Except as required in the performance of his or her duties of employment, and for a period of two (2) years

following the termination of his or her employment with the Company, Employee shall not disclose to a third party or use any of the Company’s Confidential Information and shall not remove any of the Company’s Confidential Information in any form or media from the Company’s offices, unless he or she first obtains the written consent of the Company.

4. RIGHTS DURING DEFERRAL PERIOD . During the Deferral Period, the Employee shall not receive any certificate with respect to Deferred Stock and shall have no right to vote the Deferred Stock or to receive cash dividends, stock dividends and other distributions made with respect to the Deferred Stock; however, amounts equal to any dividends or other distributions declared during the Deferral Period with respect to the Deferred Stock will be awarded, automatically deferred and deemed to be reinvested in additional Deferred Stock. The Deferred Stock may not be sold, assigned, transferred, pledged or otherwise encumbered during the Deferral Period, except by will or the laws of descent and distribution.

5. BOOK ACCOUNTS AND SHARE CERTIFICATES . The Deferred Stock, including the original award and any additional shares attributable to cash dividends, stock dividends or distributions relating to the Deferred Stock, shall be credited to a book account for the Employee. Upon expiration of the Deferral Period, the

Company shall issue and deliver to the Employee certificates for shares of the Company’s common stock, par value $0.01 per share, equal to the total number of shares of Deferred Stock then credited to the Employee, subject to Section 6 below. In no event will the issuance of shares occur later than two and one-half months after the end of the fiscal year.

6. TAX WITHHOLDING . The Employee may satisfy any tax withholding obligations arising with respect to the Deferred Stock in whole or in part by tendering a check to the Company for any required amount, by election to have a portion of the shares withheld to defray all or a portion of any applicable taxes, or by election to have the Company or its subsidiaries withhold the required amounts from other compensation payable to the Employee.

7. IMPACT ON OTHER BENEFITS . The value of the Deferred Stock shall not be includable as compensation or earnings for purposes of any other benefit plan or program offered by the Company or its subsidiaries or affiliates.

IN WITNESS WHEREOF , this Deferred Stock Award Agreement is executed by the parties as of the date set forth above.


	BRIGGS & STRATTON CORPORATION

	By:
		Todd J. Teske
		President and
		Chief Executive Officer

Date:
		(Employee Name)

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

2010 ANNUAL REPORT ON FORM 10-K

EXHIBIT 10.9

BRIGGS & STRATTON CORPORATION

INCENTIVE COMPENSATION PLAN

PERFORMANCE SHARE AWARD AGREMENT

BRIGGS & STRATTON CORPORATION

INCENTIVE COMPENSATION PLAN

PERFORMANCE SHARE AWARD AGREEMENT


Participant:		[ Insert name ]
Performance Share Award at Target:		Performance Shares
Performance Period:		Plan Year through Plan Year
Performance Measures:		Relative Total Shareholder Return (“TSR”)

BRIGGS & STRATTON CORPORATION (the “Company”), a Wisconsin corporation, hereby awards to the above-named employee (the “Participant”) under The Briggs & Stratton Corporation Incentive Compensation Plan (the “Plan”) the number of performance shares at target set forth above, all in accordance with and subject to the attached Performance Share Terms and Conditions.

If there is any inconsistency between this Agreement and the Plan, the Plan shall supersede the conflicting terms and conditions of this Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.

IN WITNESS WHEREOF, this Performance Share Award Agreement has been duly executed as of August .


		BRIGGS & STRATTON CORPORATION

		By
		Todd J. Teske
		President and CEO

		PARTICIPANT

Date
		«Name»

Briggs & Stratton Corporation

Performance Share Terms and Conditions

Section 1. Performance Period

The Performance Period commences on the first day of the three-year performance period stated on the first page of the award and ends on the last day of such period.

Section 2. Value of Performance Shares

Each Performance Share has a value for purposes of this Agreement equal to one share of Stock of the Company.

Section 3. Performance Shares and Achievement of Performance Measures

(a) The number of Performance Shares to be earned under this Agreement shall be based upon the achievement of pre-established TSR percentile ranking performance as approved by the Compensation Committee of the Company’s Board of Directors (the “Committee”) for the Performance Period, based on the following table:


Total Shareholder Return
%ile Ranking	% of Target Earned
³ 80th	200	%
75th	175	%
70th	150	%
60th	125	%
50th	100	%
40th	50	%
<40th	0	%

(b) Interpolation shall be used to determine the Company’s percentile ranking in the event the ranking does not fall directly on one of the ranks listed in the above chart, by rounding to the nearest 0.1% for the Percentile Ranking and the nearest 1% for the Percent of Target Earned.


TSR	=	Change in Stock Price
		Beginning FMV

(i) “Beginning FMV” means the average closing price of the Company Stock for the 20 trading days preceding the start of the Performance Period;

(ii) “Ending FMV” means the average closing price for the 20 trading days prior to the last trading day of the Performance Period;

(iii) “Change in Stock Price” means the difference between the Beginning FMV and the Ending FMV plus Dividends Paid; and

(iv) “Dividends Paid” means the total of all dividends paid on one (1) share of Stock during the applicable calendar quarter(s) during the Performance Period, provided that dividends shall be treated as though they are reinvested at the end of each calendar quarter based on the stock price at the end of each calendar quarter.

(d) Following the TSR determination, the Company’s TSR percentile ranking against the Peer Group shall be determined. Once the ranking is determined, the Performance Shares relative to the target award shall be determined based on the table in section 3(a) above.

(e) “Peer Group” means the companies listed below. If two companies in the Peer Group merge or one is acquired, the new company will be included in the Peer Group. If a company merges with a company not in the Peer Group, the company will be removed and its TSR will not be included as part of the Peer Group. If a company declares bankruptcy, is delisted or its stock otherwise ceases to be publicly traded during the Performance Period, its TSR will be included as part of the Peer Group up until the point it ceases trading, at which point no further changes in that company’s TSR for that Performance Period shall be considered. If the same peer company emerges from bankruptcy during the Performance Period, the company will not be reinstated into the Peer Group for that Performance Period but, if it is deemed appropriate by the Committee, will be included as part of the Peer Group for the next Performance Period.



Company		Company
ACTUANT CORP -CL A		MUELLER INDUSTRIES
BALDOR ELECTRIC CO		MUELLER WATER PRODUCTS INC
BLACK & DECKER CORP		NORDSON CORP
CLARCOR INC		PALL CORP
CRANE CO		PENTAIR INC
DONALDSON CO INC		POLARIS INDUSTRIES, INC.
DOVER CORP		SNAP-ON INC
ENPRO INDUSTRIES INC		SPX CORP
FLOWSERVE CORP		STANLEY BLACK & DECKER INC
GARDNER DENVER INC		TIMKEN CO
GENERAC HOLDINGS INC		TORO CO
IDEX CORP		VALMONT INDUSTRIES INC
KENNAMETAL INC		WATTS WATER TECHNOLOGIES INC
LINCOLN ELECTRIC HLDGS INC		WHIRLPOOL CORP
MAKITA CORP -ADR

(f) No Participant may receive awards under the Plan covering more than 160,000 shares of Restricted and/or Deferred Stock or more than $3 million in any fiscal year. In the event that the maximum number of Performance Shares that may be issued under this Agreement, when combined with any other awards to the Participant for a fiscal year, would cause the Participant to exceed either limit, the maximum number of Performance Shares that may be issued to the Participant shall be reduced so that both limits are met. The number of Performance Shares subject to such reduction shall be paid to the Participant in the following fiscal year if the Participant continues in employment for 12 months, provided that any payment in the following fiscal year shall also be subject to the foregoing limits and, if either limit would be exceeded, the same process shall be repeated until the shares can be issued without exceeding the limits of the Participant’s employment is terminated.

Section 4. Covenant of Non-Disclosure, Non-Solicitation and Non-Competition

4.1 Non-Competition During Employment . The Participant agrees during his/her employment with the Company he/she shall not, directly or indirectly, either individually or as an employee, agent, partner, shareholder, consultant or in any other capacity, participate in, engage in or have a financial or other interest in any business which is in competition with the Company or any successor or assignee of the Company. The ownership of less than 1% of the outstanding securities of a publicly-traded company or 20% of a private company’s securities or profits, even though that corporation may be a competitor of the Company, shall not be deemed financial participation in a competitor.

4.2 Non-Competition After Employment . The Participant agrees that, upon voluntary or involuntary termination of employment with the Company and for a period of two (2) years thereafter, he/she will not, directly or indirectly, individually or as an employee, agent, partner, shareholder, consultant, or in any other capacity, canvass, contact, solicit or accept any of the Company’s customers with whom the Participant had contact during the two (2) year period preceding his/her termination for the purpose of providing services, products or business that are in competition with the services, products or business which the Company provides to such customers. It is understood and agreed that the fluid customer list limitation contemplated by the parties closely approximates the area of the Company’s vulnerability to unfair competition by Participant and does not deprive Participant of legitimate competitive opportunities to which he/she is entitled.

4.3 Impairment of Company’s Relationships . The Participant further agrees that during the term of his/her employment and for a period of two (2) years thereafter, he/she will not interfere with or attempt to impair the relationship between the Company and any of its employees nor will the Participant attempt, directly or indirectly, to solicit, entice, or otherwise induce any other employee to terminate his/her association with the Company. The term “solicit, entice or induce” includes, but is not limited to, the following: (a) initiating communications with an employee of the Company relating to possible employment; (b) offering bonuses or additional compensation to encourage employees of the Company to terminate their employment and accept employment with a competitor, supplier or customer of the Company; (c) referring employees of the Company to personnel or agents employed or engaged by competitors,

suppliers or customers of the Company; or (d) referring personnel or agents employed or engaged by competitors, suppliers or customers of the Company to employees of the Company.

4.4. Non-Disclosure of Information .

(a) Confidential Information . As used in this Agreement, “Confidential Information” shall mean any and all information whether generated by the Company or by a third party at the Company’s request, disclosed by the Company to Participant during the period of the Participant’s employ with the Company, including, without limitation, trade secrets, design documents, copyright material, inventions, technology, processes, marketing data, business strategies, financial information and records, product information (including, without limitation, any product designs, specifications, capabilities, drawings, diagrams, blueprints, models and similar items), customer and prospective customer lists, supplier and vendor lists, product pricing formulas, software and similar information, in any form (whether oral, electronic, written, graphic or other printed form or obtained from access to or observation of the Company’s facilities or operations). Confidential Information does not include information or data which is:

(1) at the time of disclosure, or thereafter becomes, available to the general public by publication or otherwise through (i) no fault or negligence of the Participant or (ii) no breach of this Agreement by Participant;

(2) in the possession of the Participant prior to disclosure thereof by the Company as evidenced by written records of the Participant prepared prior to the date of disclosure of such information to the Participant;

(3) independently developed by the Participant without the benefit of any of the Confidential Information as evidenced by the written records of the Participant prepared to the date of disclosure of such information to the Participant; or

(4) disclosed to Participant by a third party having no obligation of confidentiality to the Company with respect to the information so disclosed.

(c) Disclosure of Confidential Information . Except as required in the performance of his or her duties of employment, and for a period of two (2) years following the termination of his or her employment with the Company, Participant shall not disclose to a third party or use any of the Company’s Confidential Information and shall not remove any of the

Company’s Confidential Information in any form or media from the Company’s offices, unless he or she first obtains the written consent of the Company.

(d) Disclosure of Trade Secrets . Participant shall never disclose to a third party or use any of the Company’s Trade Secrets and shall not remove any of the Company’s Trade Secrets in any form or media from the Company’s offices, unless he or she first obtains the written consent of the Company. The parties acknowledge that this obligation has no termination date.

4.5 Waiver of Unintended Effects . It is not the purpose of the Agreement to preclude Participant from engaging in employment that is not competitive with the Company, does not pose a competitive threat to the Company, and does not interfere with the Company’s protectable business interests. If during the term of this Agreement Participant wishes to engage in a business that may involve a violation of the literal terms of this Agreement but Participant believes it will not pose a competitive threat to the Company, Participant agrees to submit to the Company in writing a request to engage in this business. Any such request must specifically refer to this Agreement. The Company agrees that it will respond to the request with reasonable promptness and that it will not unreasonably withhold permission to engage in the business specified in the request, regardless of the terms of this Agreement, if the business sought to be engaged in is not competitive with that of the Company and does not pose a competitive threat to the Company. Any such permission granted by the Company must be in writing, shall extend only to the business specifically identified in Participant’s written request, and shall not otherwise constitute a wavier of the Company’s rights under this Agreement.

4.6. Common Law of Torts and Trade Secrets . The parties agree that nothing in this Agreement shall be construed to limit or negate the common law of torts or trade secrets where it provides the Company with broader protection than that provided herein.

Section 5. Termination Provisions

(a) Except as provided below, the Participant shall be eligible for payment of awarded Performance Shares as determined in section 3 only if the Participant’s employment with the Company continues through the end of the Performance Period.

(b) If the Participant’s employment with the Company terminates prior to the end of the Performance Period by reason of the occurrence of such Participant’s Disability or death, a pro-rated payment will be provided. In the event of Disability, the pro-rated payment will be computed as of the end of the Performance Period. The proration shall be based on the number of full months that the Participant was employed during the Performance Period prior to the Disability. In the event of death, TSR and the corresponding percentile ranking will be computed as of the end of the Company’s fiscal quarter subsequent to the date of death. The proration shall be based on the number of full months that the Participant was employed during the Performance Period prior to death. The number of earned shares, if any, shall be delivered to the estate of the Participant as soon as practicable after the computations described above.

(c) If the Participant’s employment with the Company terminates prior to the end of the Performance Period by reason of Normal Retirement or Early Retirement, or if the Participant’s employment with the Company terminates without cause, the Committee, in its sole discretion and taking into consideration the performance of the Participant and the performance of the Company during the Performance Period, may authorize payment to the Participant (or his legal representative) at the end of the Performance Period of all or any portion of the Performance Share award which would have been paid to the Participant for such Performance Period.

(d) If the Committee determines that (i) the Participant has breached any of the obligations stated in section 4 of the Agreement during the Performance Period or (ii) the Performance Shares were awarded with respect to (A) a Plan Year for which there has been a material restatement of the Company’s annual report to the SEC due to negligence or misconduct by one or more persons or (B) any subsequent Plan Year having awards materially affected by the restatement, the Company shall be entitled to declare all or any portion of any Performance Shares awarded under this Agreement to be forfeited.

Section 6. Dividends

The Participant shall have no right to any dividends which may be paid with respect to shares of Company Stock until any such shares are paid to the Participant following the completion of the Performance Period. However, any dividends declared during the Performance Period shall be credited to the Performance Shares and shall be reinvested as additional Performance Shares subject to this Agreement on the date the dividends are paid.

Section 7. Form and Timing of Payment of Performance Shares

(a) The Performance Shares as finally calculated herein shall be paid to the Participant no later than two and one-half months after the end of the Performance Period, subject to the following:

(i) The Participant shall have no right with respect to any award until such award shall be paid to such Participant.

(ii) The number of Performance Shares paid to the Participant shall be rounded up or down to the nearest 10 shares.

(b) Performance Shares awarded, if any, will only be paid out in shares of Company Stock.

Section 8. Nontransferability

Performance Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in this Agreement, the Participant’s rights under the Plan shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s legal representative.

Section 9. Administration

This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan as amended from time to time, as well as such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant. Any inconsistency between the Agreement and the Plan shall be resolved in favor of the Plan.

Section 10. Miscellaneous

(a) This Agreement shall not give the Participant any right to be retained in the employ of the Company. The right and power of the Company to dismiss or discharge the Participant is specifically reserved. The Participant or any person claiming under or through the Participant shall not have any right or interest in the Plan or any award thereunder, unless and until all terms, conditions, and provisions of the Plan that affect the Participant have been complied with as specified herein.

(b) This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. To the extent not preempted by federal law, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Wisconsin.

(c) The Company shall have the power and right to deduct or withhold, or require the Participant to remit to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising under this Agreement. With respect to withholdings required upon payment of Company Stock in satisfaction of all of the Performance Shares awarded, the Company will withhold Company Stock having an aggregate Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the transaction.

(d) In the event of a Change in Control, the Performance Period will be deemed to have ended. TSR will be computed as of the last trading day preceding the date of the Change in Control, and awards will be paid on a pro rata basis. Such deemed earned Performance Shares shall be paid out as soon as practicable.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

2010 ANNUAL REPORT ON FORM 10-K

EXHIBIT 10.17(a)

AMENDMENT TO THE BRIGGS & STRATTON

PRODUCT PROGRAM

The Board of Directors approved the elimination of the tax gross up on the purchase of company products. The directors will continue to receive up to $10,000 annually for the purchase of company products.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

2010 Annual Report on Form 10-K

EXHIBIT 12

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(in thousands)


	Fiscal Year Ended
	June 27, 2010			June 28, 2009			June 29, 2008			Restated July 1, 2007			Restated July 2, 2006

Earnings

Income before income taxes	$	49,073		$	40,409		$	29,609		$	3,302		$	158,514
Less: Equity income from equity investees		(4,071)			(1,527)			(3,588)			(3,303)			(4,174)
Add: Fixed charges		29,520			34,010			41,337			46,592			45,248
Distributed income of equity investees		4,005			5,212			2,800			4,879			4,633


Earnings as defined	$	78,527		$	78,104		$	70,158		$	51,470		$	204,221


Fixed Charges

Interest expense	$	25,573		$	30,521		$	37,554		$	42,932		$	40,085
Amortization of discounts related to indebtedness		896			626			569			759			829
Imputed interest on deferred revenue		-			-			-			-			1,177

Interest expense as reported		26,469			31,147			38,123			43,691			42,091

Amortization of deferred financing fees		1,250			1,331			1,414			1,173			1,708
Portion of rent expense relating to interest		1,801			1,532			1,800			1,728			1,449

Fixed charges as defined	$	29,520		$	34,010		$	41,337		$	46,592		$	45,248


Ratio of earnings to fixed charges		2.7	x		2.3	x		1.7	x		1.1	x		4.5	x

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

2010 ANNUAL REPORT ON FORM 10-K

EXHIBIT 21

SUBSIDIARIES OF THE REGISTRANT


Subsidiary	State or Country of Incorporation	Percent Voting Stock/Interests Owned

Briggs & Stratton AG	Switzerland	100%

Briggs & Stratton Australia Pty. Limited	Australia	100%

Briggs & Stratton Austria GmbH	Austria	100%

Briggs & Stratton Canada Inc.	Canada	100%

Briggs & Stratton (Chongqing) Engine Co., Ltd.	China	95%

Briggs & Stratton (Czech) Power Products, s.r.o.	Czech Republic	100%

Briggs & Stratton CZ, s.r.o.	Czech Republic	100%

Briggs & Stratton France, S.A.R.L.	France	100%

Briggs & Stratton Germany GmbH	Germany	100%

Briggs & Stratton Iberica, S.L.	Spain	100%

Briggs & Stratton International, Inc.	Wisconsin	100%

Briggs & Stratton Italy S.r.l.	Italy	100%

Briggs & Stratton Japan KK	Japan	100%

Briggs & Stratton Mexico S.A. de C.V.	Mexico	100%

Briggs & Stratton Netherlands B.V.	Netherlands	100%

Briggs & Stratton New Zealand Limited	New Zealand	100%

Briggs & Stratton Power Products Group, LLC	Delaware	100%

Briggs & Stratton Representacao de Motores e Productos de Forca do Brasil Ltda.	Brazil	100%

Briggs & Stratton RSA (Pty.) Ltd.	South Africa	100%

Briggs & Stratton (Shanghai) International Trading Co., Ltd.	China	100%

Briggs & Stratton (Shanghai) Power Products Co., Ltd.	China	100%

Briggs & Stratton Sweden Aktiebolag	Sweden	100%

Briggs & Stratton Tech, LLC	Wisconsin	100%

Briggs & Stratton U.K. Limited	United Kingdom	100%

Victa Lawncare Pty. Ltd.	Australia	100%

Victa Ltd.	Australia	100%

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (Nos. 33-39113, 33-54357, 333-42842, 333-123512 and 333-168157) of Briggs & Stratton Corporation of our report dated August 26, 2010 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

PricewaterhouseCoopers LLP

Milwaukee, WI

August 26, 2010

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

2010 Annual Report on Form 10-K

EXHIBIT 31.1

Certification of Principal Executive Officer

I, Todd J. Teske, certify that:

I have reviewed this annual report on Form 10-K 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

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

(d)

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.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

2010 Annual Report on Form 10-K

EXHIBIT 31.2

Certification of Principal Financial Officer

I, David J. Rodgers, certify that:

I have reviewed this annual report on Form 10-K of Briggs & Stratton Corporation;

(a)

(b)

(c)

(d)

(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.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

2010 Annual Report on Form 10-K

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 Annual Report of Briggs & Stratton Corporation (the “Company”) on Form 10-K for the fiscal year ended June 27, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Todd J. Teske, 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.

/s/ Todd J. Teske

Todd J. Teske

Chief Executive Officer

August 26, 2010

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

2010 Annual Report on Form 10-K

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 Annual Report of Briggs & Stratton Corporation (the “Company”) on Form 10-K for the fiscal year ended June 27, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David J. Rodgers, 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.

/s/ David J. Rodgers

David J. Rodgers

Chief Financial Officer

August 26, 2010