<PAGE>

                                                                    EXHIBIT 10g2

                     FORTUNE BRANDS, INC. SUPPLEMENTAL PLAN

                                  AMENDMENTS*
                           (Effective January 1, 2003)

Section 2(a)                  EXPLANATION:

                                   Amendment to conform definition of "Actual
                              Earnings" to definition of "Compensation" used in
                              revised Fortune Brands Pension Plan.

                              AMENDMENT:

                              Change as follows:

                                 <*>"COMPENSATION" MEANS ALL EARNINGS OF THE
                              EMPLOYEE IN ANY PLAN YEAR FOR VESTING SERVICE,
                              INCLUDING OVERTIME, HOLIDAY AND VACATION PAY,
                              AMOUNTS PAID FOR PERIODS OF APPROVED ABSENCE, BACK
                              PAY WHICH HAS BEEN EITHER AWARDED OR AGREED TO BY
                              THE COMPANY, ANY AMOUNT WHICH IS DEFERRED BY THE
                              COMPANY AT THE ELECTION OF THE EMPLOYEE AND WHICH
                              IS NOT INCLUDIBLE IN THE GROSS INCOME OF THE
                              EMPLOYEE PURSUANT TO SECTIONS 125, 132(f) OR
                              402(g)(3) OF THE INTERNAL REVENUE CODE, AND ALL
                              COMPENSATION UNDER THE ANNUAL EXECUTIVE INCENTIVE
                              COMPENSATION PLAN AND THE FORTUNE BRANDS INCENTIVE
                              PLAN PAID DURING SUCH PLAN YEAR, BUT EXCLUDING (i)
                              WORKERS' COMPENSATION PAYMENTS, (ii) AMOUNTS PAID
                              BY THE COMPANY FOR INSURANCE, RETIREMENT OR OTHER
                              BENEFITS AND ALL OTHER BONUSES, (iii)</*>


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* For EDGAR filing, language that will be added is preceded by
  a "<*>" and followed by a "</*>". Language that will be
  eliminated is preceded by a "<#>" and followed by a "</#>".
---------------------------------------------------------------

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                             <*>ANY COMPENSATION (INCLUDING BONUSES AND VACATION
                             PAY) PAID FOLLOWING THE MONTH IN WHICH AN EMPLOYEE
                             INCURS A SEVERANCE FROM SERVICE, AND (iv) COMPANY
                             PROFIT-SHARING OR MATCHING CONTRIBUTIONS TO OR
                             ALLOCATIONS UNDER ANY DEFINED CONTRIBUTION PLAN
                             AND BENEFITS UNDER THIS PLAN AND OTHER BENEFITS,
                             INCLUDING THE SPECIAL PAYMENTS RELATING TO THE
                             2002 REDESIGN OF THE RETIREMENT PLAN. AMOUNTS PAID
                             AS BACK PAY AWARDED OR AGREED TO BY THE COMPANY
                             SHALL BE INCLUDED IN COMPENSATION FOR THE YEAR OR
                             YEARS TO WHICH THE AWARD OR AGREEMENT PERTAINS
                             RATHER THAN FOR THE PERIOD IN WHICH THE AWARD OR
                             AGREEMENT IS MADE.</*>

                                  <#>["Actual Earnings" means all earnings of an
                             employee in any Plan Year for Qualifying
                             Employment including overtime and extra shift pay;
                             holiday and vacation pay; amounts paid for periods
                             of approved absence, back pay which has been
                             either awarded or agreed to by the Company,
                             earnings elected to be deferred by the Employee as
                             tax deferred contributions under the Company's
                             Profit-Sharing Plan, supplemental tax deferred
                             amounts under this Plan, or as contributions under
                             a plan established pursuant to Section 125 of the
                             Internal Revenue Code, or under Section 119 of the
                             Internal Revenue Code, and all compensation under
                             the Management Incentive Plan and the Fortune
                             Brands, Inc. Annual Executive Incentive
                             Compensation Plan paid during such Plan Year, but
                             excluding (1) Worker's Compensation payments, (2)
                             amounts paid by the Company for insurance,
                             retirement or other benefits and bonuses, and (3)
                             contributions to or allocations under any
                             profit-sharing plan and benefits under this Plan
                             or other benefits. The Actual Earnings of an
                             employee covered under a disability income plan of
                             the Company shall be</#>


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<PAGE>

                             <#>deemed to continue as provided in the Retirement
                             Plan.]</#>

Section 2(b)                 EXPLANATION:

                                  Amendment to conform definition of
                             "Affiliated Employment" to definition of Related
                             Company used in revised Fortune Brands Pension
                             Plan.

                             AMENDMENT:

                                  Change as follows:

                                  <*>"RELATED COMPANY" MEANS ANY CORPORATION OR
                             OTHER BUSINESS ENTITY WHICH IS INCLUDED IN A
                             CONTROLLED GROUP OF CORPORATIONS WITHIN WHICH THE
                             COMPANY IS ALSO INCLUDED, AS PROVIDED IN SECTION
                             414(b) OF THE INTERNAL REVENUE CODE (AS MODIFIED
                             BY SECTION 415(h) OF THE INTERNAL REVENUE CODE),
                             OR WHICH IS A TRADE OR BUSINESS UNDER COMMON
                             CONTROL WITH THE COMPANY, AS PROVIDED IN SECTION
                             414(c) OF THE INTERNAL REVENUE CODE (AS MODIFIED
                             BY SECTION 415(h) OF THE INTERNAL REVENUE CODE),
                             OR WHICH CONSTITUTES A MEMBER OF AN AFFILIATED
                             SERVICE GROUP WITHIN WHICH THE COMPANY IS ALSO
                             INCLUDED, AS PROVIDED IN SECTION 414(m) OF THE
                             INTERNAL REVENUE CODE), OR WHICH IS REQUIRED TO BE
                             AGGREGATED WITH THE COMPANY PURSUANT TO
                             REGULATIONS ISSUED UNDER SECTION 414(o) OF THE
                             INTERNAL REVENUE CODE.</*>

                                [<#>(b) "Affiliated Employment" means employment
                             by any corporation which, at the time of such
                             employment, is or was an affiliate of the Company
                             or the Prior Company, or thereafter becomes or
                             became an affiliate of the Company or the Prior
                             Company.</#>] "Affiliated Plan" means a defined
                             benefit pension plan by which an employee of the
                             Company had been covered during <*>EMPLOYMENT WITH
                             A RELATED</*>


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<PAGE>

                              <*>COMPANY</*> [<#>Affiliated Employment</#>].

Section 2(d)                  EXPLANATION:

                                   Amendment to conform definition of "Average
                              Actual Earnings" to new definition used in revised
                              Fortune Brands Pension Plan.

                              AMENDMENT:

                                   Change as follows and also change all
                              references in the Plan from "Average Actual
                              Earnings" to "Final Average Compensation".

                                   <*>"FINAL AVERAGE COMPENSATION" MEANS THE
                              AVERAGE ANNUAL COMPENSATION OF AN EMPLOYEE DURING
                              THE FIVE CONSECUTIVE CALENDAR YEARS IN HIS VESTING
                              SERVICE WHICH AFFORDS THE HIGHEST SUCH AGGREGATE,
                              OR IF AN EMPLOYEE HAS LESS THAN FIVE CONSECUTIVE
                              CALENDAR YEARS OF VESTING SERVICE, FINAL AVERAGE
                              COMPENSATION MEANS THE AVERAGE OF THE 60 HIGHEST
                              MONTHS OF COMPENSATION DURING AN EMPLOYEE'S
                              VESTING SERVICE (OR THE NUMBER OF MONTHS OF
                              VESTING SERVICE IF LESS THAN 60).</*>

                              [<#>(d) "Average Actual Earnings" means the total
                              Actual Earnings of an employee in the five
                              consecutive Plan Years of Qualifying Employment
                              that provide the highest aggregate of Actual
                              Earnings, divided by five. If an employee's
                              consecutive Plan Years of Qualifying Employment
                              within such period are less than five, "Average
                              Actual Earnings" means his total Actual Earnings
                              during the five Plan Years (or fewer) of
                              Qualifying Employment that provide the highest
                              aggregate of Actual Earnings, divided by the
                              number of such Plan Years of Qualifying Employment
                              and fractions thereof.</#>]


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<PAGE>

Section 2(i)                  EXPLANATION:

                                   Amendment to delete reference to Section
                              415(e) of the Internal Revenue Code which has been
                              deleted from the Internal Revenue Code.

                              AMENDMENT:

                                   Change as follows:

                                   (i) "415 Limitations" means the Retirement
                              Plan and Profit-Sharing Plan provisions adopted
                              pursuant to Section 415 of the Internal Revenue
                              Code to limit(i) annual Retirement Plan benefits
                              pursuant to Section 415(b) thereof, <*>AND</*>
                              (ii) annual additions to the Profit-Sharing Plan
                              pursuant to Section 415(c) thereof [<#>and (iii)
                              the aggregate of annual Retirement Plan benefits
                              and additions to the Profit-Sharing Plan pursuant
                              to Section 415(e) thereof</#>].

Section 2(j)                  EXPLANATION:

                                   Amendment to reflect increase in amount of
                              compensation on which benefits may be based as
                              authorized by Economic Growth and Tax
                              Reconciliation Relief Act.

                                   (j) "401(a)(17) Limitations" means the
                              Retirement Plan and Profit-Sharing Plan provisions
                              adopted pursuant to Section 401(a)(17) of the
                              Internal Revenue Code to limit compensation
                              considered for purposes of computing Retirement
                              Plan benefits and Profit-Sharing Plan
                              contributions to $<*>200,000</*> [<#>150,000</#>]
                              (or such greater amount permitted for such year in
                              accordance with regulations promulgated by the
                              Secretary of the Treasury or his delegate).


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<PAGE>

Section 2(o)                  EXPLANATION:

                                   Amendment to conform definition of
                              "Qualifying Employment" to new definition used in
                              Fortune Brands Pension Plan.

                              AMENDMENT:

                                   Change as follows and change all references
                              in the Plan from "Qualifying Employment" to
                              "Vesting Service".

                                   <*>"VESTING SERVICE" MEANS SERVICE AS AN
                              EMPLOYEE WITH THE COMPANY OR ANY RELATED COMPANY
                              DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF
                              THE RETIREMENT PLAN.</*>

                                   [<#>(o) "Qualifying Employment" means the sum
                              of Service and Affiliated Employment.</#>]

Section 2(r)                  EXPLANATION:

                                   Amendment to conform definition of Retirement
                              Plan to new title now used for Plan.

                              AMENDMENT:

                                   Change as follows:

                                   (r) "Retirement Plan" means the
                              [<#>Retirement Plan for Employees and Former
                              Employees of</#>] Fortune Brands[, Inc.]
                              <*>PENSION PLAN</*>, as amended from time to time.

Section 2                     EXPLANATION:

                                   Amendment to provide that definitions shall
                              be placed in alphabetical order.


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<PAGE>

                              AMENDMENT:

                                   The Plan is amended so that the definitions
                              in Section 2 shall appear in alphabetical order.

Section 3(a), (b) and (c)     EXPLANATION:

                                   Amendment to conform cash-out provisions to
                              tax qualified pension plan, delete historical
                              reference and change internal references.

                              AMENDMENT:

                                   Change as follows:

                                   (a) Each person who was at any time a
                              Highly Compensated Employee and to whom benefits
                              become payable under the Retirement Plan shall be
                              paid a supplemental annual retirement benefit
                              under this Plan equal in amount to the difference
                              between (i) the benefit paid under the Retirement
                              Plan and the Affiliated Plans and (ii) the benefit
                              that would be payable if the 401(a)(17)
                              Limitations and the 415 Limitations were not
                              contained therein; provided, however, that for
                              purposes of computing the amount of benefit under
                              this Plan, years of <*>VESTING SERVICE</*>
                              [<#>Qualifying Employment</#>] shall not exceed
                              35. If such a Highly Compensated Employee's
                              Surviving Spouse is entitled to a
                              pre-retirement spouse's benefit under the
                              Retirement Plan and subject to Section 6, the
                              Surviving Spouse shall be paid a benefit
                              hereunder equal to the difference between (i)
                              the spouse's benefit payable under the
                              Retirement Plan and the Affiliated Plans and
                              (ii) the spouse's benefit that would be payable
                              if the 401(a)(17) Limitations and the 415
                              Limitations were not contained therein.


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<PAGE>

                                   (b) Each Executive Participant who holds the
                              office of Vice President of the Company, or any
                              office senior thereto on April 27, 1999, or any
                              Executive Participant who is thereafter elected to
                              the office of Vice President of the Company, or
                              any office senior thereto, and is designated by
                              the Compensation and Stock Option Committee of the
                              Company to receive the benefit set forth in this
                              Section 3(b), shall retire hereunder at the date
                              of his termination of employment and be paid a
                              supplemental annual retirement benefit under this
                              Plan equal to 52 1/2% of the Executive
                              Participant's <*>FINAL AVERAGE COMPENSATION</*>
                              [<#>Average Actual Earnings</#>] reduced (i) for
                              an Executive Participant who retires prior to
                              Normal Retirement Date with less than 35 years
                              of <*>VESTING SERVICE</*>
                              [<#>Qualifying Employment</#>] by 1 1/2% of <*>
                              FINAL AVERAGE COMPENSATION</*>
                              [<#>Average Actual Earnings</#>] for each year
                              and fraction thereof that the Executive
                              Participant's retirement date precedes Normal
                              Retirement Date and further reduced (ii) by
                              benefits payable under the Retirement Plan, the
                              Affiliated Plans and the defined benefit pension
                              plans of any other prior employer and
                              supplemental retirement benefits payable under
                              paragraphs (a) and (d) of this Section 3. If a
                              pre-retirement spouse's benefit is payable under
                              the Retirement Plan to the Surviving Spouse of
                              an Executive Participant who is entitled to
                              receive the benefit set forth in this Section
                              3(b), or if an Executive Participant who is
                              entitled to receive the benefit set forth in
                              this Section 3(b) dies before supplemental
                              retirement benefits commence with a Surviving
                              Spouse eligible for a spouse's benefit under the
                              Retirement Plan, the Surviving Spouse shall be
                              paid a benefit hereunder, subject to Section 6,
                              equal to the difference between (i) the spouse's
                              benefit


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<PAGE>

                              payable under the Retirement Plan and the
                              Affiliated Plans and (ii) the spouse's benefit
                              that would have been payable if the Executive
                              Participant's benefit had been calculated in
                              accordance with the formula set forth in the first
                              sentence of this paragraph (b) of this Section 3
                              (prior to any reduction for calculating the
                              spouse's benefit).

                                   (c) Subject to Section 6, the supplemental
                              retirement benefits provided by this Plan shall be
                              paid to the Executive Participant or Highly
                              Compensated Employee (or to any beneficiary
                              designated by him in accordance with the
                              retirement Plan, or to his Surviving Spouse if
                              eligible for a spouse's benefit under the
                              Retirement Plan) concurrently with the payment of
                              the benefits payable under the Retirement Plan and
                              in a form permitted thereby. In the event the
                              supplemental retirement benefit commences prior to
                              Normal Retirement Date or is payable in a form
                              other than an annuity for the life of the former
                              employee only, the supplemental retirement benefit
                              shall be adjusted to the same extent as under the
                              Retirement Plan. The Committee may, however,
                              direct that the supplemental retirement benefit
                              payable with respect to a former employee be paid
                              as an actuarially equivalent single sum payment
                              (and shall direct that any supplemental retirement
                              benefit with a present value of less than
                              <*>$5,000</*> [<#>3,500</#>] shall be paid as an
                              actuarially equivalent single sum payment),
                              provided that (except for a distribution to pay
                              taxes as provided in Section 5 and except as
                              provided in Section 6) no such payment may be
                              made prior to termination of <*>VESTING
                              SERVICE</*> [<#>Qualifying Employment</#>] or
                              prior to the date that benefits may become
                              payable under the Retirement Plan. In
                              determining actuarial equivalency of a single
                              sum payment in


                                       9
<PAGE>

                              cash, the interest rate used shall be [<#>equal to
                              the average monthly yield on ten year coupon U.S.
                              Treasury bonds (as published by the Federal
                              Reserve) for the month of termination of
                              Qualifying Employment and the prior five months
                              and the mortality table used at the time under the
                              Retirement Plan for funding purposes. For any
                              Executive Participant who terminates Qualifying
                              Employment between May 1 and December 31, 1997,
                              however, the interest rate used shall be whichever
                              of the following results in the greater benefit:
                              (i) 120% of the applicable monthly immediate
                              annuity purchase rate which would be used by the
                              Pension Benefit Guaranty Corporation for the month
                              of termination of Qualifying Employment, for the
                              purpose of determining the present value of a
                              single sum distribution on plan termination, (ii)
                              120% of the average of the applicable monthly
                              annuity purchase rates which would be used by the
                              Pension Benefit Guaranty Corporation for the month
                              of termination of Qualifying Employment and the
                              prior five months and (iii) the average monthly
                              yield on ten year coupon U.S. Treasury bonds (as
                              published by the Federal Reserve) for the month of
                              termination of Qualifying Employment and the prior
                              five months</#>] <*>THE "APPLICABLE INTEREST RATE"
                              AND THE MORTALITY TABLE USED SHALL BE THE
                              "APPLICABLE MORTALITY TABLE". THE TERM
                              "APPLICABLE MORTALITY TABLE" MEANS THE MORTALITY
                              TABLE PRESCRIBED IN REVENUE RULING 2001-62. THE
                              TERM "APPLICABLE INTEREST RATE" FOR ANY MONTH IS
                              THE ANNUAL INTEREST RATE ON 30-YEAR TREASURY
                              SECURITIES AS SPECIFIED BY THE COMMISSIONER OF
                              INTERNAL REVENUE FOR THAT MONTH IN REVENUE
                              RULINGS, NOTICES OR OTHER GUIDANCE, PUBLISHED IN
                              THE INTERNAL REVENUE BULLETIN. THE "APPLICABLE
                              INTEREST RATE" SHALL BE DETERMINED ONLY ONCE
                              WITH </*>


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<PAGE>

                              <*>RESPECT TO EACH PLAN YEAR WITH RESPECT TO WHICH
                              A DISTRIBUTION IS TO BE MADE, USING THE RATE FOR
                              THE MONTH OF AUGUST PRECEDING THE PLAN YEAR.</*>

Section 3(e)                  EXPLANATION:

                                   Amendment to delete historical reference to
                              old voluntary early retirement program.

                              AMENDMENT:

                                   Change as follows:

                                   [<#>(e) An Executive Participant (1) who has
                              attained age 50 and who has completed at least
                              nine years of Qualifying Employment as of December
                              31, 1999, (2) who is classified by the Company as
                              being actively at work on April 27, 1999, (3) who
                              is not a Vice President or a more senior officer
                              of the Company and (4) who has elected on or
                              before June 11, 1999 to voluntarily retire and
                              does retire between June 30, 1999 and December 31,
                              1999 pursuant to the Company's Voluntary Early
                              Retirement Incentive Program and who executes a
                              Waiver and Release substantially in the form of
                              Exhibit A attached hereto shall be eligible for a
                              retirement benefit hereunder that is not reduced
                              for early payment pursuant to the second sentence
                              of Section 3(c). An Executive Participant who
                              meets the requirements of clauses (2), (3) and (4)
                              and does not meet the requirements of clause (1)
                              but is within one year of meeting such
                              requirements shall also be eligible for the
                              enhanced retirement pension provided by this
                              Section 3(e). Each such Executive Participant
                              shall be credited with additional Service of three
                              years, provided, however, that no Executive
                              Participant shall be credited with more than 38
                              years of </#>


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<PAGE>

                              <#>Service. In addition, an employee of the
                              Company in pay grade M008 who meets the
                              eligibility requirements set forth in this
                              Section 3(e) except for not being an Executive
                              Participant shall be eligible to elect the
                              enhanced early retirement benefit and be paid an
                              amount under this Plan equal to the difference
                              between (i) the benefit paid under the Retirement
                              Plan and (ii) the benefit that would have been
                              payable under the Retirement Plan if the enhanced
                              retirement benefit provided for herein were paid
                              under the Retirement Plan. Notwithstanding
                              anything else in this Plan to the contrary, the
                              amount set forth in the preceding sentence shall
                              be paid in a single sum in cash and shall be
                              calculated using the interest rate equal to the
                              average monthly yield on ten year coupon U.S.
                              Treasury bonds (as published by the Federal
                              Reserve) for the month of termination of
                              Qualifying Employment and the prior five months
                              and the mortality table used at the time under the
                              Retirement Plan for funding purposes.</#>]

Section 5                     EXPLANATION:

                                   Amendment to change interest rate and
                              mortality assumptions for purposes of determining
                              lump sum amounts.

                              AMENDMENT:

                                   Change last two sentences as follows:

                                   In the event benefits are hereafter
                              determined to be taxable for Executive
                              Participants prior to actual receipt thereof and
                              subject to Section 6, a payment shall be made to
                              such Executive Participants in an amount
                              sufficient to pay such taxes notwithstanding that
                              the Executive Participant may not then have
                              terminated


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<PAGE>

                              <*>VESTING SERVICE</*> [<#>Qualifying
                              Employment</#>] or that the payment is being
                              made prior to the date that benefits would
                              otherwise be paid under the Retirement Plan.
                              Amounts so paid shall then be used as an offset
                              to the supplemental retirement and
                              profit-sharing benefits, if any, thereafter
                              payable which shall also be paid in an
                              actuarially equivalent lump sum (calculated as
                              set forth in Section <*>(c)</*> [<#>(d)</#>]
                              promptly upon the later of termination of <*>
                              VESTING SERVICE</*> [<#>Qualifying Employment</#>]
                              or attainment of age 55.

Section 6(f)                  EXPLANATION:

                                   Amendment to reflect new investment funds
                              in connection with change of trustee of employee
                              grantor trusts from Chase Manhattan to Northern
                              Trust.

                              AMENDMENT:

                              Change as follows:

                                   (f) Amounts in a Grantor Trust or
                              Segregated Account shall be invested separately as
                              to amounts representing the Executive
                              Participant's supplemental retirement benefit
                              under Section 3 and the Executive Participant's
                              supplemental profit-sharing benefit under Section
                              4. Supplemental retirement benefit amounts
                              invested in a Grantor Trust shall be invested
                              solely in the <*>NORTHERN TRUST INSTITUTIONAL
                              FUNDS INTERMEDIATE BOND PORTFOLIO</*> [<#>Vista
                              Select Bond Fund</#>] to the extent practicable
                              and otherwise in the <*>NORTHERN TRUST
                              INSTITUTIONAL FUNDS DIVERSIFIED ASSETS
                              PORTFOLIO</*> [<#>Chase Manhattan Personal Trust
                              Market Rate Account</#>]. As soon as practicable
                              after the Executive Participant's 60th birthday,
                              one-half of the amounts held in the
                              <*>NORTHERN</*>


                                       13

<PAGE>

                              <*>TRUST INSTITUTIONAL FUNDS INTERMEDIATE BOND
                              PORTFOLIO</*> [<#>Vista Select Bond Fund</#>]
                              attributable to supplemental retirement
                              benefits, and as soon as practicable after the
                              Executive Participant's 63rd birthday, the
                              remainder of the amounts held in the <*>NORTHERN
                              TRUST INSTITUTIONAL FUNDS INTERMEDIATE BOND
                              PORTFOLIO</*> [<#>Vista Select Bond Fund</#>]
                              attributable to supplemental retirement
                              benefits, shall be invested solely in the <*>
                              NORTHERN TRUST INSTITUTIONAL FUNDS DIVERSIFIED
                              ASSET PORTFOLIO</*> [<#>Chase Manhattan Personal
                              Trust Market Rate Account</#>], provided that
                              supplemental retirement benefit amounts shall
                              not be transferred from the <*>NORTHERN TRUST
                              INSTITUTIONAL FUNDS INTERMEDIATE BOND
                              PORTFOLIO</*> [<#>Vista Select Bond Fund</#>] to
                              the <*>NORTHERN TRUST INSTITUTIONAL FUNDS
                              DIVERSIFIED ASSET PORTFOLIO</*> [<#>Chase
                              Manhattan Personal Trust Market Rate Account</#>]
                              after the Executive Participant's 60th
                              birthday or the Executive Participant's 63rd
                              birthday if the amount held in the <*>NORTHERN
                              TRUST INSTITUTIONAL FUNDS INTERMEDIATE BOND
                              PORTFOLIO</*> [<#>Vista Select Bond Fund</#>]
                              attributable to supplemental retirement benefits
                              is in a "loss position". The amount held in the
                              <*>NORTHERN TRUST INSTITUTIONAL FUNDS
                              INTERMEDIATE BOND</*> Portfolio [<#>Vista Select
                              Bond Fund</#>] attributable to supplemental
                              retirement benefits shall be in a "loss
                              position" on the Executive Participant's 60th
                              birthday if the current market value thereof at
                              the Executive Participant's 60th birthday is
                              less than 95% of the actuarial present value of
                              the Executive Participant's supplemental
                              retirement benefit calculated as of the end of
                              the prior calendar year. The amount held in the
                              <*>NORTHERN TRUST INSTITUTIONAL FUNDS
                              INTERMEDIATE BOND PORTFOLIO</*> [<#>Vista Select
                              Bond Fund</#>] attributable to supplemental
                              retirement benefits shall be in


                                       14
<PAGE>

                              a "loss position" on the Executive Participant's
                              63rd birthday if the current market value
                              thereof at the Executive Participant's 63rd
                              birthday is less than 50% of 95% of the
                              actuarial present value of the Executive
                              Participant's supplemental retirement benefit
                              calculated as of the end of the prior calendar
                              year. The Company shall notify the Trustee
                              promptly after the end of each calendar year of
                              the actuarial present value of the Executive
                              Participant's supplemental retirement benefit.
                              In the event that transfers cannot be made as
                              soon as practicable after the Executive
                              Participant's 60th or 63rd birthday because the
                              amount of the <*>NORTHERN TRUST INSTITUTIONAL
                              FUNDS INTERMEDIATE BOND PORTFOLIO</*>
                              [<#>Vista Select Bond Fund</#>] attributable to
                              supplemental retirement benefits is then in a
                              "loss position", the amounts attributable to
                              supplemental retirement benefits shall be
                              transferred as soon as practicable after the
                              amount of the <*>NORTHERN TRUST INSTITUTIONAL
                              FUNDS INTERMEDIATE BOND PORTFOLIO</*>
                              [<#>Vista Select Bond Fund</#>] attributable to
                              supplemental retirement benefits is no longer in
                              a "loss position". Supplemental profit-sharing
                              benefit amounts invested in a Grantor Trust
                              shall be invested in one or more of the (i) <*>
                              NORTHERN TRUST INSTITUTIONAL FUNDS DIVERSIFIED
                              ASSET PORTFOLIO,</*> [<#>Vista Balanced Fund;</#>]
                              (ii) [<#>Chase Manhattan Personal Trust Market
                              Rate Account, (iii) Dodge & Cox Stock Fund,
                              (iv)</#>] MFS Institutional Emerging Equities
                              Fund, [<#>(v) Vanguard International Growth
                              Portfolio or (vi)</#>] <*>(III)</*> PIMCO Total
                              Return Fund, <*>(IV) FIDELITY VALUE FUND, (V)
                              FIDELITY INTERNATIONAL GROWTH AND INCOME FUND,
                              (VI) FIDELITY EQUITY INCOME FUND, (VII) FIDELITY
                              BLUE CHIP GROWTH FUND, (VIII) SPARTAN TOTAL
                              MARKET INDEX FUND OR (IX) VANGUARD INDEX 500,</*>
                              in such portions as


                                       15
<PAGE>

                              are elected by the Executive Participant on a
                              written election form approved by and filed with
                              the Committee, all to the extent practicable and
                              otherwise in the <*>NORTHERN TRUST INSTITUTIONAL
                              FUNDS DIVERSIFIED ASSET PORTFOLIO</*>
                              [<#>Chase Manhattan Personal Trust Market Rate
                              Account</#>]. The Executive Participant may
                              change such election at any time by filing a new
                              written election form with the Committee. The
                              Committee shall promptly notify the Trustee as
                              to any such elections or changes therein.
                              Supplemental retirement benefit amounts and
                              supplemental profit-sharing benefit amounts
                              invested in a Segregated Account shall be
                              invested solely in the <*>NORTHERN TRUST
                              INSTITUTIONAL FUNDS DIVERSIFIED ASSET
                              PORTFOLIO</*> [<#>Chase Manhattan Personal Trust
                              Market Rate Account</#>]. In lieu of the
                              calculation of investment gain or loss on
                              supplemental profit-sharing awards prescribed by
                              Section 4(b), an Executive Participant's
                              profit-sharing benefit under Section 4 shall
                              include the actual investment gain or loss on
                              supplemental profit-sharing benefit amounts
                              invested in accordance with this paragraph (f).

                                            FORTUNE BRANDS, INC.

Date                     ,                  By__________________________________


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