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 "</#>".
- ---------------------------------------------------------------
<*>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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<#>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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<*>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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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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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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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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(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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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
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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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<*>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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<#>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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<*>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</*>
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<*>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
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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
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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