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                                                                    EXHIBIT 10b1
                             Fortune Brands, Inc.
                                                                 Anne C. Linsdau
                                                                  Vice President
                                                                 Human Resources
March 16, 2000

Mr. Norman H. Wesley
[Address]


Dear Mr. Wesley:

         Reference is made to the agreement dated January 1, 1999 between
Fortune Brands, Inc. (the "Company") and you covering the Company's obligation
to make certain payments and provide certain benefits in the event of a
termination of your employment following a change in control of the Company (the
"Agreement").  In order to more precisely define the circumstances under which a
change in control of the Company would occur and to change the reference of your
Severance Agreement to your Severance and Retirement Agreement, it is hereby
agreed that the Agreement is amended as follows:

     1.  The second paragraph of the Agreement is amended in its entirety as
follows:

     The Company must, of course, remain free to effect changes in management
     and terminate employment.  However, in order to induce you to remain in the
     employ of the Company, this letter agreement sets forth the severance
     benefits which the Company agrees will be provided to you in the event your
     employment with the Company is terminated subsequent to a Change in Control
     (as defined below) under the circumstances described below.  You shall also
     be entitled to any Gross-Up Payment provided by the last section hereof
     with respect to the exercise of stock options, performance awards, limited
     rights and other awards under the Company's Long-Term Incentive Plan and
     any successor plans whether or not your employment is terminated.  For
     purposes of this Agreement, a "Change in Control" shall be deemed to have
     occurred if (i) any person (as that term is used in Sections 13(d) and
     14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
     Act") as in effect on February 28, 2000) is or becomes the beneficial owner
     (as that term is used in Section 13(d) of the Exchange Act, and the rules
     and regulations promulgated thereunder, as in effect on February 28, 2000)
     of 20% or more of the combined voting power of the then outstanding voting
     securities entitled to vote generally in the election of directors ("Voting
     Securities") of the Company, excluding, however, the following:  (A) any
     acquisition directly from the Company, other than an acquisition by virtue
     of the exercise of a conversion privilege unless the security being so
     converted was itself acquired directly from the Company, (B) any
     acquisition by the Company, (C) any acquisition by an employee benefit plan
     (or related trust) sponsored or maintained by the Company or entity
     controlled by the Company, or (D) any acquisition pursuant to a transaction
     that complies with clauses (A), (B) and (C) of clause (iii) below, (ii)
     more than 50% of the members of the Board of Directors of the Company shall
     not be Continuing Directors (which term, as used herein, means the
     directors of the Company (A) who were members of the Board of Directors of
     the
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     Company on February 28, 2000 or (B) who subsequently became directors of
     the Company and who were elected or designated to be candidates for
     election as nominees of the Board of Directors, or whose election or
     nomination for election by the Company's stockholders was otherwise
     approved, by a vote of a majority of the Continuing Directors then on the
     Board of Directors but shall not include, in any event, any individual
     whose initial assumption of office occurs as a result of either an actual
     or threatened election contest (as such terms are used in Rule 14(a)-11 of
     Regulation 14A promulgated under the Exchange Act) or other actual or
     threatened solicitation of proxies or consents by or on behalf of a person
     other than the Board of Directors), (iii) the Company shall be merged or
     consolidated with, or, in any transaction or series of transactions,
     substantially all of the business or assets of the Company shall be sold or
     otherwise acquired by, another corporation or entity unless, as a result
     thereof, (A) the stockholders of the Company immediately prior thereto
     shall beneficially own, directly or indirectly, at least 60% of the
     combined Voting Securities of the surviving, resulting or transferee
     corporation or entity (including, without limitation, a corporation that as
     a result of such transaction owns the Company or all or substantially all
     of the Company's assets either directly or through one or more
     subsidiaries) ("Newco") immediately thereafter in substantially the same
     proportions as their ownership immediately prior to such corporate
     transaction, (B) no person beneficially owns (as such terms are used in
     Sections 13(d) and 14(d) of the Exchange Act, and the rules and regulations
     promulgated thereunder (as in effect on February 28, 2000)), directly or
     indirectly, 20% or more of the combined Voting Securities of Newco
     immediately after such corporate transaction except to the extent that such
     ownership of the Company existed prior to such corporate transaction and
     (C) more than 50% of the members of the Board of Directors of Newco shall
     be Continuing Directors or (iv) the stockholders of the Company approve a
     complete liquidation or dissolution of the Company.

2.   Section 2(i) of the Agreement is amended by changing the second sentence
thereof as follows:

     Any benefits to which you are entitled under Section 2 shall be reduced by
     the amount of any payments made to you pursuant to the Severance and
     Retirement Agreement dated as of January 1, 2000 between you and the
     Company.

     Except as amended hereby, all provisions of the Agreement remain in full
force and effect.

Sincerely,

FORTUNE BRANDS, INC.

By    /s/  Anne C. Linsdau
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  Anne C. Linsdau
  Vice President-Human Resources

Accepted this 16th day of March, 2000.

   /s/ Norman H. Wesley
 ----------------------
  Norman H. Wesley

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