I. Purpose

The primary functions of the Compensation Committee of the Board of Directors shall be to (i) review executive compensation and benefits, set officer salaries and make appropriate recommendations to the Board of Directors; (ii) administer the Corporation's cash bonus and stock plans for management employees and such other benefit plans as may be designated by the Board; and (iii) prepare an annual report to shareholders on executive compensation.

II. Membership

The Committee shall consist of three or more directors who meet the independence standard established by the New York Stock Exchange. The members of the Committee shall be appointed by the Board.

Unless a Chairman is appointed by the Board, the members of the Committee may designate a Chairman by majority vote of the full Committee membership.

III. Meetings

The Committee shall meet at such times as it determines to be necessary or appropriate, but not less than once each year, and shall report to the Board at the next meeting of the Board following each such Committee meeting. The Committee may invite the Chairman of the Board, the Chief Executive Officer of the Company or others to attend Committee meetings.

IV. Responsibilities and Duties

The Committee’s responsibilities and duties shall include the following:

1. Review and provide counsel to the Chief Executive Officer on the Company's compensation practices.

2. Annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance in light of those goals and objectives, and set the CEO's compensation level based on this evaluation.

3. Annually review the Company's management succession plan with the Chief Executive Officer and the Board.

4. Annually review and set the salaries of corporate officers.

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5. Periodically review and as needed recommend to the Board any changes in the annual retainer, meeting fees and stock compensation of Directors.

6. Administer cash bonus, stock incentive, supplemental retirement and investment plans for corporate officers and senior management, including without limitation the Briggs & Stratton Corporation Incentive Compensation Plan, Economic Value Added Incentive Compensation Plan, Premium Option and Stock Award Program, Executive Supplemental Retirement Plan, Supplemental Employee Retirement Plan and Key Employee Savings & Investment Plan.

7. Annually review and approve a report to shareholders that explains the Company's compensation policies and the reasoning behind such policies as required by the U.S. Securities and Exchange Commission, including the factors and criteria on which the Chief Executive Officer's compensation is based and the relationship between the Company's performance and executive compensation.

8. Periodically evaluate with the Chief Executive Officer the competitiveness of the cash and stock compensation programs, benefits and perquisites offered to the Company's officers, and recommend to the Board any changes as appropriate.

9. Review and make recommendations to the Board with respect to amendments to the Company's retirement plans and other benefit plans affecting management employees.

10. Engage independent consultants to report to the Committee and advise it with regard to any of the above matters.

11. Annually evaluate the performance of the Committee.

12. Such other responsibilities and duties as may be assigned to the Committee by the Board or its Chairman or as designated in benefit plan documents.