Exhibit 4a2
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1, dated as of December 24, 2002, to the Rights
Agreement dated as of November 19, 1997 (the "Rights Agreement") between Fortune
Brands, Inc. (the "Company") and Equiserve, Inc. (as successor in interest to
First Chicago Trust Company of New York), as Rights Agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement, specifying the terms of the Rights (as defined therein);
WHEREAS, the Company and the Rights Agent desire to amend the
Rights Agreement, in accordance with Section 27 of the Rights Agreement, in
order to provide for a three-year independent director evaluation of the Rights;
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment No. 1, the
parties agree as follows:
1. Section 23 is amended by adding new subparagraphs (c) and (d)
at the end thereof as follows:
(c) It is understood that the TIDE Committee (as described
below) of the Board of Directors of the Company shall review and
evaluate this Agreement in order to consider whether the
maintenance of this Agreement continues to be in the best
interests of the Company, its stockholders and other relevant
constituencies of the Company at least once every three years, or
sooner than that if any Person shall have made a proposal to the
Company or its stockholders, or taken any other action that, if
effective, could cause such Person to become an Acquiring Person
hereunder, if a majority of the members of the TIDE Committee
shall deem such review and evaluation appropriate after giving due
regard to all relevant circumstances. Following each such review,
the TIDE Committee will communicate its conclusions to the full
Board of Directors of the Company, including any recommendation in
light thereof as to whether this Agreement should be modified or
the Rights should be redeemed. The TIDE Committee shall be
comprised of members of the Board
of Directors of the Company who are not officers, employees or
Affiliates of the Company and shall be the Nominating and
Corporate Governance Committee of the Company as long as the
members of the Nominating and Corporate Governance Committee meet
such requirements.
(d) The TIDE Committee, and the Board of Directors of the
Company, when considering the redemption of, or any supplement or
amendment to, the Rights, shall have the power to set their own
agenda and to retain at the expense of the Company their choice of
legal counsel, investment bankers and other advisors. The TIDE
Committee, and the Board of Directors of the Company when
considering redemption of, or any supplement or amendment to, the
Rights, shall have the authority to review all information of the
Company and to consider any and all factors they deem relevant to
an evaluation of whether to maintain or modify the Agreement or
terminate the Rights.
2. The term "Agreement" as used in the Rights Agreement shall be
deemed to refer to the Rights Agreement as amended hereby.
3. This Amendment shall be effective as of the date first written
above and, except as set forth above, the Rights Agreement shall remain in full
force and effect and shall otherwise be unaffected hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to be duly executed, all as of the date first written above.
ATTEST: FORTUNE BRANDS, INC.
By_____________________________ By_____________________________
Name: Name:
Title: Title:
ATTEST: EQUISERVE, INC.
By_____________________________ By_____________________________
Name: Name:
Title: Title:
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