exv4wb



 



Exhibit 4b


[FORM OF REGISTERED GLOBAL SECURITY]



          THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY (THE “DEPOSITARY”) OR A NOMINEE OF THE DEPOSITARY. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS
SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY) MAY BE MADE EXCEPT IN LIMITED
CIRCUMSTANCES.



          UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY TO THE COMPANY (AS DEFINED HEREIN) OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT THEREON IS MADE TO
CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




	 	 	 	 	 
	
REGISTERED
	 	REGISTERED
	 	 	 	 	 
	
Number
	 	 
	
R-1
	 	U.S.$300,000,000



FORTUNE BRANDS, INC.

2 7/8% Notes Due 2006



CUSIP 349631 AJ 0


FORTUNE BRANDS, INC., a corporation duly organized and existing under the laws
of the State of Delaware (herein referred to as the “Company”), for value
received, hereby promises to pay to CEDE & CO. or registered assigns, the
principal sum of THREE


 






 


HUNDRED MILLION DOLLARS on December 1, 2006, and to pay interest, semiannually
on June 1 and December 1 of each year commencing June 1, 2004, on said
principal sum at the rate of 2 7/8% per annum, from the June 1 or December 1,
as the case may be, next preceding the date of this Security to which interest
has been paid, unless the date hereof is a date to which interest has been
paid, in which case from the date of this Security, or unless no interest has
been paid on the Securities, in which case from November 20, 2003, until
payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the date hereof is after a May 15 or November
15, as the case may be, and before the following June 1 or December 1, this
Security shall bear interest from such June 1 or December 1; provided, however,
that if the Company shall default in the payment of interest due on such June 1
or December 1 then this Security shall bear interest from the next preceding
June 1 or December 1 to which interest has been paid, or, if no interest has
been paid on the Securities, from November 20, 2003. The interest so payable
on any June 1 or December 1 will, subject to certain exceptions provided in the
Indenture (the “Indenture”) dated as of April 15, 1999, between the Company and
JPMorgan Chase Bank (formerly, The Chase Manhattan Bank), as Trustee (the
“Trustee,” which term includes any successor trustee under the Indenture with
respect to the Securities of this series), be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the
close of business on the May 15 or November 15, as the case may be, next
preceding such June 1 or December 1. The principal of (and premium, if any)
and interest on this Security are payable at the office or agency of the
Company in the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided that interest may be
paid, at the option of the Company, by check mailed to the Person entitled
thereto at its address on the Security Register. Any interest not punctually
paid or duly provided for shall be payable as provided in said Indenture.


          This Security is one of a duly authorized issue of Securities of the
Company designated as its 2 7/8% Notes Due 2006 (Securities of such series
being hereinafter called the “Securities”), limited in aggregate principal
amount to $300,000,000, issued and to be issued under the Indenture, to which
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights, obligations,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities, and the terms upon which the Securities are, and are to be,
authenticated and delivered.



          Except as otherwise provided in the Indenture, this Security will be
issued in global form only registered in the name of the Depositary or its
nominee. This Security will not be issued in definitive form, except as
otherwise provided in the Indenture, and ownership of this Security shall be
maintained in book-entry form by the Depositary for the accounts of
participating organizations of the Depositary.




2






 





          No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin and
currency, herein prescribed.



          The Securities are not subject to redemption by the Company prior to
maturity.



          Section 4.03 (including subparagraph (4) thereof and clause (B), but not
clause (A), of such subparagraph) and Section 10.10 (including subparagraph (5)
thereof) of the Indenture contain provisions applicable to this Security that
provide for defeasance at any time of (a) the entire indebtedness on this
Security and (b) certain restrictive covenants and certain Events of Default
upon compliance by the Company with certain conditions set forth therein.



          As provided in the Indenture and subject to certain limitations therein
set forth, this Security may be registered for transfer on the Security
Register of the Company, upon surrender of this Security for registration of
transfer at the office or agency of the Company in the Borough of Manhattan,
The City of New York, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company, the Trustee and the Security
Registrar duly executed by, the registered Holder hereof or its attorney duly
authorized in writing, and thereupon one or more new Securities, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.



          The Company may, from time to time, without notice to or the consent of
the Holders of the Securities, increase the aggregate principal amount of the
Securities which may be authenticated and delivered under the Indenture and
issue such increased principal amount (or any portion thereof), in which case
any additional Securities so issued will have the same form and terms (other
than the date of issuance and, under certain circumstances, the date from which
interest thereon will begin to accrue), and will carry the same right to
receive accrued and unpaid interest, as the Securities previously issued, and
such additional Securities will form a single series with the Securities.



          The Securities are issuable only as Registered Securities in denominations
of integral multiples of $1,000. As provided in the Indenture, and subject to
certain limitations therein set forth, Securities are exchangeable for a like
aggregate principal amount of Registered Securities of different authorized
denominations, as requested by the Holder surrendering the same.




3






 





          No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.



          The Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Security is registered as the owner hereof
for all purposes, whether or not this Security be overdue, and neither the
Company or the Trustee nor any such agent shall be affected by notice to the
contrary.



          If an Event of Default, as defined in the Indenture, with respect to the
Securities shall occur, the principal of all the Securities may be declared due
and payable in the manner and with the effect provided in the Indenture.



          The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company with the consent of the Holders of a majority in
aggregate principal amount of the then Outstanding Securities of this series
and of each other series issued under the Indenture and affected by such
amendment or modification. The Indenture also permits the Holders of a
majority in aggregate principal amount of the Securities at the time
Outstanding, on behalf of the Holders of all the Securities, to waive certain
past defaults under the Indenture with respect to the Securities and their
consequences. Any such consent or waiver shall be conclusive and binding upon
the Holder of this Security and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not a notation of such consent or waiver
is made upon this Security.



          No recourse shall be had for the payment of the principal of or the
interest on this Security, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or any successor
Person, either directly or through the Company, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the acceptance hereof and
as part of the consideration for the issue hereof, expressly waived and
released.



          Except as otherwise defined herein, all terms used in this Security which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.



          This Security shall be deemed to be a contract made under the laws of the
State of New York and for all purposes shall be construed in accordance with
and governed by the laws of said State.




4






 





          Unless the certificate of authentication hereon has been executed by the
Trustee by the manual signature of one of its authorized officers, this
Security shall not be entitled to any benefit under said Indenture, or be valid
or obligatory for any purpose.



          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.



Dated: November 20, 2003




	 	 	 	 	 
	 	 	
FORTUNE BRANDS, INC.
	 	 	 	 	 
	 	 	
By:	 	/s/ Mark Hausberg
	 	 	 	 	

	 	 	 	 	Mark Hausberg

	 	 	 	 	Senior Vice
President – Finance and 
Treasurer



[SEAL]



Attest:



	 
	/s/ Mark A. Roche
	

	               Secretary



[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]



          This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.



	 	 	 	 	 
	 	 	
JPMorgan Chase Bank, as Trustee
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Authorized Officer




5