Descriptions of 2008 Compensation Arrangements



 Exhibit 10.28 
 Description of 2008 Compensation Arrangements 
 for Certain Executive Officers of Fortune Brands,
Inc. 
 Description of 2008 base salaries, annual executive incentive bonuses and long-term incentive awards for certain executive officers,
constituting Exhibit 10.27 to the Annual Report on Form 10-K of Fortune Brands, Inc., for the fiscal year ended December 31, 2007. 
 Base Salaries

  

				
	 	  	2008
	 Executive Officer
	  	Salary
	 Norman H. Wesley
	  	$	1,250,000
	 Bruce A. Carbonari
	  	$	1,100,000
	 Craig P. Omtvedt
	  	$	630,300
	 Mark A. Roche
	  	$	522,700
	 Christopher J. Klein
	  	$	474,000

 Annual Executive Incentive Bonus 
 On February 25, 2008, the Compensation and Stock Option Committee (the “Committee”) of the Company’s Board of Directors established
performance goals under the Company’s Annual Executive Incentive Compensation Plan for 2008. The Plan covers officers of the Company holding the office of Vice President or a more senior office. The Committee established as a performance goal
an incentive pool of 2.5% of 2008 adjusted net income (defined generally as the Company’s net income from continuing operations) from which bonuses will be paid. The Committee allocated a percentage of the pool to each participant in the plan.

 After 2008 adjusted net income is determined, the Committee will approve the actual bonuses. The Committee has discretion to award bonuses
that are less than the percentage of the pool allocated to each participant, and generally approves bonuses that range from 0% to 200% of a target bonus amount. The target bonus amount is a percentage of base salary. The percentage of the target
bonus amount awarded is based primarily on the Company’s earnings per share results, but in no event can bonuses exceed a participant’s allocated percentage of the pool. 
 The allocated percentage of the pool is: 15% for Norman H. Wesley, Chairman; 15% for Bruce A. Carbonari, President and Chief Executive Officer and 7.5%
for Craig P. Omtvedt, Senior Vice President and Chief Financial Officer, Mark A. Roche, Senior Vice President, General Counsel and Secretary, Christopher J. Klein, Senior Vice President – Strategy and Corporate Development. The target bonus
amount is 110% for Mr. Wesley; 110% for Mr. Carbonari, 75% for Mr. Omtvedt; and 60% for Messrs. Roche and Klein. 







 Long-Term Incentive Plan 
 On February 25, 2008, the Committee also established performance goals for performance awards under the Company’s Long-Term Incentive Plan for the performance period 2008-2010. The Committee granted
performance awards to executive officers for the 2008-2010 performance period contingent upon the Company achieving specified average annual return on invested capital and cumulative diluted earnings per share targets over the performance period.
Executive officers will be paid the target number of shares if the Company achieves 100% of the target average annual return on invested capital and cumulative earnings per share. An additional amount of shares will be paid if the Company exceeds
the targeted average annual return on invested capital and cumulative earnings per share goals, but the maximum number of shares paid will not exceed 150% of the target amount. If the minimum average annual return on invested capital and cumulative
earnings per share goals are not achieved, no shares will be paid. The matrix below further illustrates how payouts are determined. The forms of Terms and Conditions, filed as exhibit 10.25 to the Company’s Annual Report on Form 10-K for the
period ended December 31, 2007, describe the terms and conditions applicable to the performance awards. 
 The target number of shares is: 39,400 for
Mr. Carbonari; 15,500 for Mr. Omtvedt; 10,200 for Mr. Roche; and 11,900 for Mr. Klein. 
  

									
		 		 	 % of Performance Shares Earned
  

			 	 	 
		 	Maximum	 	100	 	125	 	150
			 		 
	Diluted	 		 		 		 	 
	Cumulative EPS	 	Target	 	75	 	100	 	125
			 		 
		 	 Minimum
	 	50	 	75	 	100
					
		 		 	 Minimum
  
	 	Target	 	Maximum
		 		 	 Average
 Annual ROIC