exv10wc1



 




Exhibit 10c1


SEVERANCE AGREEMENT



     AGREEMENT dated as of August 1, 2003 between FORTUNE BRANDS, INC., a
Delaware corporation (the “Company”), and CHRISTOPHER J. KLEIN (the
“Executive”),


W I T N E S S E T H :



     WHEREAS, the Company has offered full-time employment to the Executive
with the assurance that the Executive will receive certain severance benefits
in the event the Company were to take certain actions resulting in the
termination of his employment; and


     WHEREAS, the Company has induced the Executive to join its full-time
employ by providing him with the assurance of receiving certain severance
benefits; and


     WHEREAS, the Company and the Executive desire to enter into this Agreement
to set forth the terms and conditions of such severance benefits;


     NOW, THEREFORE, in consideration of the premises and of the mutual
agreements hereinafter contained, the parties do hereby agree as follows:


     1.     Termination of Employment.


          (a)     Entitlement to Benefits. If and only if during the term of this
Agreement the Executive’s employment with the Company is terminated by the
Company other than for




 






 





Disability or Cause or by the Executive for Good Reason (each as defined
in this Section l), the Executive shall be entitled to benefits as provided in
Section 2. The Executive shall not be entitled to any benefits hereunder in
the event his employment with the Company is terminated as a result of his
death, by the Company for Disability or Cause or by the Executive other than
for Good Reason.


          (b)     Disability. Termination of employment by the Company for Disability
hereunder shall be deemed to have occurred only if, as a result of the
Executive’s incapacity due to physical or mental illness, the Executive shall
have been absent from his duties with the Company on a full-time basis for 180
consecutive days and, within 30 days after Notice of Termination (as defined in
Section 1(d)) is given to the Executive by the Company, the Executive shall not
have returned to the full-time performance of his duties.



          (c)     Cause. Termination of employment by the Company for Cause shall be
deemed to have occurred only if (i) Executive engages in specified misconduct
and (ii) the Company complies with certain procedural requirements.




		
	 	     (A)     Specified Misconduct. To be terminated for Cause, the Executive
must either




		
	 	     (1)     engage in act(s) of dishonesty constituting a felony; or



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	 	     (2)     willfully and continually fail substantially to perform
his duties as an officer of the Company.



          The Executive cannot be terminated for Cause, however, if his act(s)
or failure




		
	 	     (3)     was done as a result of his bad judgment or negligence or
his good faith belief that the act(s) or failure to act was not
opposed to the interests of the Company;
	 
	 	     (4)     meets the applicable standard of conduct for
indemnification or reimbursement or payment of expenses under our
By-laws, laws of the state of our incorporation or directors’ and
officers’ liability insurance, as in effect at the time of the
act(s) or failure to act; or
	 
	 	     (5)     in the case of failure to perform duties only, results
from the Executive’s incapacity due to physical or mental illness.




		
	 	     (B)     Procedural Requirements. The Company may not terminate the
Executive for Cause unless it complies with the following procedural
requirements:




		
	 	     (1)     Termination for Cause due to failure substantially to
perform duties. Before the Company may terminate the Executive
for willfully and continually failing substantially to perform
his duties as an officer of the



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	 	Company, the Board of Directors must deliver a demand for
substantial performance which specifically identifies the manner
in which the Board believes that the Executive has not
substantially performed his duties and he must be given a
reasonable time after such demand to perform his duties.




		
	 	     (2)     Any termination for Cause. Before the Company may
terminate the Executive for Cause




		
	 	     (i)      the Company’s Board of Directors must hold a
meeting for the purpose of determining whether the Executive
should be terminated for Cause;
	 
	 	     (ii)     the Executive must receive reasonable notice in
advance of the Board meeting with an opportunity to be heard
before the Board;
	 
	 	     (iii)     three-quarters of the entire Board of Directors
must affirmatively resolve in good faith to terminate the
Executive for Cause; and
	 
	 	     (iv)     the Executive must receive a copy of the Board
resolution setting forth the particulars of the for Cause
Termination and a notice of termination.



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          (d)     Notice of Termination. Any termination by the Company for Disability
or Cause shall be communicated by Notice of Termination to the Executive and
any termination by the Executive for Good Reason shall be communicated by
Notice of Termination to the Company. For purposes of this Agreement, a
“Notice of Termination” shall mean a notice in writing which shall indicate the
specific termination provision in this Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive’s employment under the provision so
indicated.



          (e)     Termination Date. As used herein, “Termination Date” shall mean (i)
if employment is terminated by the Company for Disability, 30 days after Notice
of Termination is given (provided that the Executive shall not have returned to
the performance of his duties on a full-time basis during such 30-day period),
(ii) if employment is terminated by the Company for Cause, the date on which a
Notice of Termination is given, (iii) if employment is terminated by the
Executive for Good Reason, the date specified in the Notice of Termination and
(iv) if employment is terminated for any other reason, the date on which the
Executive ceases to perform his duties as an officer of the Company; provided,
however, that, if within 30 days after any Notice of Termination is given the
party receiving the Notice of Termination notifies the other party




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that a dispute exists concerning the termination, the Termination Date
shall be the date on which the dispute is finally determined, either by written
agreement of the parties or by a final judgment, order or decree of court of
competent jurisdiction (the time for appeal therefrom having expired and no
appeal having been perfected); provided further, however, that if the dispute
is resolved in favor of the Company, the Termination Date shall not be so
extended but shall be the date determined under clauses (i) through (iv) of
this Section 1(e).


          (f)     Good Reason. Termination of employment by the Executive for Good
Reason shall be deemed to have occurred only if the Executive terminates his
employment and provides a Notice of Termination to the Company prior to such
date for any of the following reasons:




		
	 	     (i)     without the Executive’s express written consent, any material
reduction in the aggregate duties, responsibilities and authority
assigned to him as of the date hereof, or the assignment to him of any
duties, responsibilities or authority inconsistent with the duties,
responsibilities and authority assigned to him as of the date hereof,
except in connection with the termination of his employment as a result
of his death or by the Company for Disability or Cause or by the
Executive other than for Good Reason;



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	 	     (ii)     a reduction by the Company in the Executive’s base salary as in
effect on August 1, 2003 plus all increases therein subsequent thereto;
	 
	 	     (iii)     the failure of the Company substantially to maintain and to
continue the Executive’s participation in the Company’s benefit plans as
in effect on August 1, 2003 and with all improvements therein subsequent
thereto (other than those plans or improvements that have expired
thereafter in accordance with their original terms), or the taking of any
action which would materially reduce the Executive’s benefits under any
of such plans or deprive the Executive of any material fringe benefit
enjoyed by him on August 1, 2003 or subsequently. For the purposes
hereof such benefit plans shall include, but not be limited to, the
Incentive Compensation Plans, the Pension Plans, the Defined Contribution
Plan and the Company’s Long-Term Incentive Plan;
	 
	 	     (iv)     the sum of the Executive’s base salary and the amount paid to
the Executive as incentive compensation under the Incentive Compensation
Plans for any calendar year during the term hereof is less than 90% of
the sum of the Executive’s base salary and the amount paid to the
Executive under the Incentive Compensation Plans for 2003 (deemed to be
$175,000 for 2003) or any subsequent year during the term hereof for



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	 	which the sum of such amounts was greater; provided, however, that
this paragraph shall not be applicable if the cause of the reduction of
the sum of the Executive’s base salary and incentive compensation is a
failure of the Company to meet performance goals under the Incentive
Compensation Plans;
	 
	 	     (v)     the failure of the Company to provide the Executive during each
calendar year with a number of paid vacation days at least equal to the
number of paid vacation days to which he was entitled at the date hereof
plus any increases therein subsequent thereto;
	 
	 	     (vi)     any purported termination of the Executive’s employment by the
Company which is not effected pursuant to a Notice of Termination, and
for purposes of this Agreement, no such purported termination shall be
effective; or
	 
	 	     (vii)     any failure of the Company to comply with and satisfy Section
7; provided, however, that termination of employment by the Executive
under clauses (iii) and (iv) above shall not be deemed to have occurred
for Good Reason if the reason for the compensation reduction or failure
of benefit plan coverage thereunder is due to a change in the individual
elements of aggregate compensation, which change is applicable to
officers of the Company



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	 	generally, without a material reduction in aggregate compensation.



     2.     Compensation Upon Termination.


     (a)     If the Executive’s employment is terminated by the Company for
Disability or Cause or by the Executive other than for Good Reason, the Company
shall have no obligation to pay any compensation to the Executive under this
Agreement in respect of periods beginning on or after the Termination Date, but
this Agreement shall have no effect on any other obligation the Company may
have to pay the Executive compensation to which he may otherwise be entitled.


     (b)     If the Company shall terminate the Executive’s employment other than
for Disability or Cause or the Executive terminates his employment for Good
Reason, and the Executive executes a release and waiver of claims in the form
proposed by the Company, then the Company shall pay to the Executive as
severance pay following the Termination Date the following amounts:



		
	 	     (i)     his full base salary which is unpaid through the Termination
Date at the rate in effect on the date hereof plus any increases therein
subsequent thereto;
	 
	 	     (ii)     an amount equal to the Executive’s base salary shall continue
to be paid at the rate in effect on the date hereof plus any increases
therein



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	 	subsequent thereto until the second anniversary of the
Termination Date or, if the Executive’s Normal Retirement Date (as
defined in the Fortune Brands Pension Plan (the “Retirement Plan”))
occurs prior to the second anniversary of the Termination Date, then
payment shall be made until the Executive’s Normal Retirement Date, such
payments to be made at the Company’s regular payroll dates; and
	 
	 	     (iii)     in lieu of any further incentive compensation awards, the
greater of $175,000 and the amount awarded to the Executive under the
Annual Executive Incentive Compensation Plan of the Company and any other
plans or any arrangements of the Company and its affiliates providing for
annual (but not long-term) incentive bonus payments (the “Incentive
Compensation Plans”) for the calendar year immediately preceding the year
in which the Termination Date occurs (whether or not fully paid)
multiplied by the lesser of the number two and the number of years (and
fraction thereof) from the Termination Date to the Executive’s Normal
Retirement Date, payable in two equal installments at the time awards are
normally paid under the Annual Executive Incentive Compensation Plan; and
	 
	 	     (iv)     in lieu of any further defined contribution plan allocations,
the amount that would have been required to be allocated to the
Executive’s account



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	 	(assuming that he elected the maximum employee
contribution) for the year immediately preceding the year in which the
Termination Date occurs under the Fortune Brands Retirement Savings Plan
(the “Defined Contribution Plan”), including the Company 401(k) matching
contribution thereto, and the profit-sharing provisions of the
Supplemental Plan of Fortune Brands, Inc. (the “Supplemental Plan”),
including the Company matching award related to the supplemental tax
deferred amounts therein (but not less than $12,000) multiplied by the
lesser of the number two and the number of years (and fraction thereof)
from the Termination Date to the Executive’s Normal Retirement Date,
payable in two equal installments on the first two April 15ths following
the Termination Date.



     (c)     If the Company shall terminate the Executive’s employment other than
for Disability or Cause or the Executive terminates his employment for Good
Reason, and the Executive executes a release and waiver of claims in the form
proposed by the Company, the Company shall maintain in full force and effect,
for the Executive’s continued benefit for a two-year period (or, if shorter,
the period until his Normal Retirement Date) after the Termination Date, all
employee life, health, accident, disability, medical and other employee
welfare benefit plans, programs or arrangements in which he was participating
on the date


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hereof plus all improvements therein subsequent thereto, provided
that his continued participation is possible under the terms and provisions of
such plans, programs and arrangements. In the event that the Executive’s
participation in any such plan, program or arrangement is barred, the Company
shall arrange to provide him with benefits substantially similar to those which
he would have been entitled to receive under such plan, program or arrangement
if he had remained a participant for such additional two-year period (or, if
shorter, such additional period until his Normal Retirement Date) after the
Termination Date.


     (d)     If the Company shall terminate the Executive’s employment other than
for Disability or Cause or the Executive terminates his employment for Good
Reason, and the Executive executes a release and waiver of claims in the form
proposed by the Company, then in addition to the retirement benefits to which
the Executive is entitled under the Retirement Plan, the Supplemental Plan and
any other defined benefit pension plan maintained by the Company or any
affiliate, and any other program, practice or arrangement of the Company or any
affiliate to provide the Executive with a defined pension benefit after
termination of employment, and any successor plans thereto (all such plans being
collectively referred to herein as the “Pension Plans”), the Company shall pay
the Executive monthly


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beginning at the earliest date that payments commence
under any of the Pension Plans an amount equal to the excess of (i) over (ii)
below where



		
	 	     (i)     equals the sum of the aggregate monthly amounts of pension
payments (determined as a straight life annuity) to which the Executive
would have been entitled under the terms of each of the Pension Plans in
which he was an active participant (without regard to any amendment made
subsequent to the date hereof which adversely affects in any manner the
computation of the Executive’s benefits) determined as if he were fully
vested thereunder and had accumulated two additional years (or, if less,
the number of years (and fraction thereof) from the Termination Date to
the Executive’s Normal Retirement Date) of Service thereunder (subsequent
to his Termination Date) at his rate of Compensation in effect on the
date hereof plus any increases subsequent thereto,
and where
	 
	 	     (ii)     equals the sum of the aggregate monthly amounts of pension
payments (determined as a straight life annuity) to which the Executive
is entitled under the terms of each of the Pension Plans in which he was
an active participant at the date hereof or subsequently.



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For purposes of clause (i), the amounts payable pursuant to Sections 2(b)(ii)
and (iii) shall be considered as part of the Executive’s Compensation and such
amounts shall be deemed to represent two years (or, if less, the number of
years (and fraction thereof) from the Termination Date to the Executive’s
Normal Retirement Date) of Compensation for purposes of determining his highest
consecutive five year average rate of Compensation. The supplemental pension
benefits determined under this Section 2(d) shall be payable by the Company to
the Executive and his contingent annuitant, if any, or to the Executive’s
surviving spouse as a spouse’s benefit if the Executive dies prior to
commencement of benefits under this Agreement, in the same manner and for as
long as his pension benefits under the Supplemental Plan and shall be adjusted
actuarially to reflect payment in a form other than a straight life annuity.
Benefits hereunder which commence prior to age 65 shall be reduced to reflect
early commencement to the extent, if any, provided in the Retirement Plan. All
capitalized terms used in this Section 2(d) shall have the same meaning as in
the Retirement Plan as in effect on the date hereof, unless otherwise defined
herein or otherwise required by the context.


     (e)     If the Company shall terminate the Executive’s employment other than
for Disability or Cause or the Executive terminates his employment for Good
Reason, and


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the Executive executes a release and waiver of claims in the form
proposed by the Company, the Company shall pay to the Executive as additional
severance pay in a lump sum as soon as practicable following the Termination
Date an amount, if any, equal to the nonvested portion of his account balances
under the Defined Contribution Plan and the defined contribution plan of any
affiliate of the Company in which there is maintained for him an account
balance which is not fully vested.


     (f)     If the Company shall terminate the Executive’s employment other than
for Disability or Cause or the Executive terminates his employment for Good
Reason, the Executive shall be entitled to the following as incentive
compensation through the Termination Date:



		
	 	     (i)     the unpaid portion of the amount awarded to him as incentive
compensation under the Incentive Compensation Plans for the calendar year
immediately preceding the year in which the Termination Date occurs,
payable at the time awards thereunder are normally paid; and
	 
	 	     (ii)     incentive compensation under the Incentive Compensation Plans
for the calendar year in which the Termination Date occurs, payable at
the time awards
thereunder are normally paid, in an amount equal to the amount the
Executive would have received thereunder for such period if he had been
awarded an amount for the



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	 	year in which the Termination Date occurs equal
to the amount awarded to him for the calendar year immediately preceding
the year in which the Termination Date occurs (provided that such
incentive compensation shall be $175,000 if the Termination Date occurs
in 2003), with such incentive compensation amount prorated for the
portion of the year through the Termination Date.




The payments under this Section 2(f)(ii) will be reduced by the amount actually
paid to the Executive under the Incentive Compensation Plans for the calendar
year in which the Termination Date occurs.


     (g)     If the Company shall terminate the Executive’s employment other than
for Disability or Cause or the Executive terminates his employment for Good
Reason and a dispute exists concerning the termination as set forth in Section
1(e), the Company shall continue to pay the Executive’s full base salary
through the date finally determined to be the Termination Date as provided in
Section 1(e).


     (h)     The Executive shall not be required to mitigate the amount of any
payment provided for in this Section 2 by seeking other employment or
otherwise, nor shall the amount of any payment provided for in this Section 2 be reduced by any compensation earned by the Executive as the result of
employment by another employer after the Termination Date or by any other
compensation.


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     (i)     Subject to Section 2(j), this Agreement and the obligations of the
Company hereunder shall not be in derogation of any other obligations of the
Company not set forth herein to pay any compensation or to pay or provide any
benefit to the Executive.


     (j)     Notwithstanding any other provision of this Agreement, (a) any amount
otherwise payable to the Executive pursuant to the agreement dated as of August
1, 2003 between the Company and the Executive providing compensation after
termination of employment following a change in control of the Company shall be
reduced by the amount of any payments made by the Company to the Executive
under this Section 2, and (b) any benefits to which the Executive is entitled
under any Company severance pay program covering salaried employees shall be
reduced by benefits paid under Section 2(b)(ii) and (iii) of this Agreement.


     Section 3. Confidential Information.


     (a)     The Executive acknowledges that given his high level position with the
Company, he has had and will have access to highly confidential information of
the Company and its affiliates, including, but not limited to, financial
information, supply and service information, marketing information, personnel data, customer lists, business and financial plans
and strategies, and product costs, sources and pricing. The Company and the
Executive consider their


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relation to be one of high confidence with respect to
all such information (“Confidential Trade Secrets”). Accordingly, the
Executive agrees that during and for a period of eighteen (18) months after the
termination of his employment with the Company, regardless of the reasons that
such employment might end, the Executive will:



		
	 	     (i)     hold all Confidential Trade Secrets in confidence and not
discuss, communicate, disclose or transmit to others, or make any
unauthorized copy of or use the Confidential Trade Secrets in any
capacity, position or business unrelated to the Company;
	 
	 	     (ii)     use the Confidential Trade Secrets only in furtherance of
proper Company employment related business reasons; and
	 
	 	     (iii)     take all reasonable action that the Company deems necessary
and appropriate to prevent unauthorized use or disclosure of or to
protect the Company’s interests in the Confidential Trade Secrets.



     (b)     It is understood and agreed that the Executive’s obligations under
Section 3(a) do not extend to any knowledge or information which is or
hereafter may become available to the public or to competitors otherwise than
by disclosure by the Executive in breach of this
Agreement nor to disclosure compelled by judicial or administrative
proceedings after the Executive diligently tries to avoid each disclosure and
affords the Company the


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opportunity to obtain assurance that compelled
disclosures will receive confidential treatment.


     Section 4. Loyalty. The Executive further acknowledges that the loyalty
and dedicated service of the Company’s and its affiliates’ employees is
critical to the Company’s business. Accordingly, the Executive agrees that
during and after his employment by the Company, regardless of the reasons the
employment might end, he will not, without the prior written consent of the
Company, induce or attempt to induce any employee or agency representative of
the Company or any of its affiliates to leave the employment or representation
of the Company or of any affiliate. The Executive also agrees that during and
after his employment, he will not take any action, or make any statements, that
could discredit or disparage the Company or its affiliates, or its or their
officers, directors, employees or products.


     Section 5. Non-Competition.


     (a)     The Executive acknowledges that the Company and its affiliates have
invested time and money in establishing or planning to establish one or more
aspects of its business throughout the United States, Canada, Mexico and
Europe. Therefore, the Executive agrees that during his employment by the
Company and for a period of eighteen (18)
months after the termination of his employment, the Executive will not,
directly or indirectly, individually engage in nor be competitively employed or
retained by, or


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render any competing services for, or be financially interested
in, any firm or corporation engaged in any business in the United States,
Canada, Mexico or Europe which is directly competitive with any significant
business in which the Company or any of its affiliates was engaged during the
two-year period preceding the date the Executive’s employment terminates,
including, but not limited to, any significant business in which, during such
two-year period, the Executive was involved in the Company’s or any affiliate’s
planning to enter such business.


     (b)     The restriction in Section 5(a) shall not apply to



		
	 	     (i)     the purchase by the Executive of stock not to exceed 5% of the
outstanding shares of capital stock of any corporation whose securities
are listed on any national securities exchange; or
	 
	 	     (ii)     the employment of the Executive by a non-competitive subsidiary
or non-competitive affiliated entity of a competitor of the Company or
any affiliate upon written consent of the Company, which consent shall
not unreasonably be withheld.



     (c)     The Executive also agrees that for a period of eighteen (18) months
after the termination of his employment
with the Company he will not solicit business from nor directly or
indirectly cause others to solicit business that competes with the Company’s or
any affiliate’s line of


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products from any entities which have been customers of
the Company during the Executive’s employment or which were targeted as
potential customers during Executive’s employment.


     Section 6. Remedies. The Executive recognizes and agrees:


     (a)     that the covenants and restrictions in Sections 3, 4 and 5 of this
Agreement are reasonable and valid and all defenses to the strict enforcement
thereof by the Company are waived by the Executive to the full extent permitted
by law. In the event, however, that a court of competent jurisdiction should
determine in any case that the enforcement of any provision contained in such
paragraphs would not be reasonable, it is intended that enforcement of a
provision which is determined by such court to be reasonable shall be given
effect; and


     (b)     that a breach of the covenants and restrictions in Sections 3, 4 and 5
of this Agreement would result in irreparable harm to the Company which could
not be compensated by money damages alone. Accordingly, the Executive agrees
that should there be a breach of any or all of these provisions or a threatened
breach, the Company shall be entitled to cease paying amounts under Section 2
and to offset any amounts it owes to Executive against any damage that it
has suffered as a result of the breach of any of the covenants and restrictions
in Sections 3, 4 and 5


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and, in addition to its other remedies, to an order
enjoining any such breach or threatened breach without bond. In addition, the
Executive agrees that, in the event he breaches any of the covenants or
restrictions in Sections 3, 4 or 5 of this Agreement, he will promptly repay to
the Company upon demand of the Company any amounts paid to him pursuant to
Section 2. The Executive further agrees that he will reimburse the Company for
its attorney fees and costs incurred in pursuing any action to enforce these
provisions.


     7.     Successors; Binding Agreement.


     (a)     The Company shall require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of
the business or assets of the Company, and any parent company thereof, by
agreement or agreements in form and substance satisfactory to the Executive,
expressly to assume and agree to perform this Agreement, and in the case of any
such parent company expressly to guarantee and agree to cause the performance
of this Agreement, in the same manner and to the same extent as the Company
would be required to perform it if no such succession had taken place. As used
in this Agreement, “Company” shall mean the Company as defined in the first
sentence of this Agreement and any
successor to all or substantially all its business or assets or which
otherwise becomes bound by all the terms and


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provisions of this Agreement,
whether by the terms hereof, by operation of law or otherwise.


     (b)     This Agreement is personal to the Executive and without the prior
written consent of the Company shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution. This Agreement
shall inure to the benefit of and be enforceable by the Executive and his
personal or legal representatives and successors in interest under this
Agreement.


     8.     Term. This Agreement shall continue in full force and effect until
the third anniversary of the date that notice of termination of this Agreement
is given by the Company to the Executive or by the Executive to the Company.


     9.     Notice. Any notice, demand or other communication required or
permitted under this Agreement shall be effective only if it is in writing and
delivered personally or sent by registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:


     If to the Company:



	 
	Fortune Brands, Inc.

300 Tower Parkway

Lincolnshire, Illinois 60069


Attention: Secretary



     If to the Executive:



	 
	Christopher J. Klein

385 Dundee Road

Glencoe, Illinois 60022



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or to such other address as either party may designate by notice to the other
and shall be deemed to have been given as of the date so personally delivered
or mailed.


     10.     Miscellaneous. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware. This Agreement cannot be
modified or any term or condition waived in whole or in part except by a
writing signed by the party against whom enforcement of the modification or
waiver is sought. No waiver by either party hereto at any time of any breach
by the other party hereto of, or compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. The headings in this Agreement are included for convenience
of reference only and shall not in any way affect the meaning or interpretation
of this Agreement.


     11.     Separability. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.


     12.     Counterparts. This Agreement may be executed in any number of
counterparts, each of which so executed


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shall be deemed to be an original, and
such counterparts will together constitute but one Agreement.


     13.     Withholding of Taxes. The Company may withhold from any benefits
payable under this Agreement all federal, state, city or other taxes as shall
be required pursuant to any law or governmental regulation or ruling.


     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized officer and the Executive has hereunto set his hand as
of the date first above written.



	 	 	 	 	 
	 	 	FORTUNE BRANDS, INC.
	 	 	 	 	 
	 	 	By	 	/s/ Mark A. Roche


Mark A. Roche

Senior Vice-President,

General Counsel and Secretary



 



	 	 	 
	ATTEST:	 	 
	 	 	 
	/s/ Elizabeth R.
Lane

Assistant Secretary	 	 
	 	 	 
	 	 	/s/ Christopher J. Klein


Christopher J. Klein




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