UNDERWRITING AGREEMENT

Exhibit 1

November 13, 2003

Fortune Brands, Inc.
000 Xxxxx Xxxxxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000

Dear Sirs:

We (the “Manager”) understand that Fortune Brands, Inc., a Delaware corporation (the “Company”), proposes to issue and sell $300,000,000 aggregate principal amount of its 2 7/8% Notes due 2006 (the “2006 Notes”) and $300,000,000 aggregate principal amount of its 4 7/8% Notes due 2013 (the “2013 Notes” and collectively with the 2006 Notes, the “Debt Securities” or the “Offered Securities”). Subject to the terms and conditions set forth herein or incorporated by reference herein, the Company hereby agrees to sell and the underwriters named below (the “Underwriters”) agree to purchase $300,000,000 principal amount of the 2006 Notes at 99.563% of the principal amount of such 2006 Notes and accrued interest from November 20, 2003, if any, to the date of payment and delivery and $300,000,000 principal amount of the 2013 Notes at 99.050% of the principal amount of such 2013 Notes and accrued interest from November 20, 2003, if any, to the date of payment and delivery.


	Principal Amount		Principal Amount
Name of Underwriter	of 2006 Notes		of 2013 Notes

Barclays Capital Inc.	$	75,000,000	$	75,000,000
Credit Suisse First Boston LLC	$	75,000,000	$	75,000,000
X.X. Xxxxxx Securities Inc.	$	75,000,000	$	75,000,000
Citigroup Global Markets Inc.	$	52,500,000	$	52,500,000
Fleet Securities, Inc.	$	22,500,000	$	22,500,000

Total:	$	300,000,000	$	300,000,000

Upon delivery of such Offered Securities, the Underwriters will pay for such Offered Securities at a closing to be held at the offices of Xxxxxxxxxx & Xxxxx LLP, 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m. (New York time) on November 20, 2003, or at such other time, not later than November 26, 2003, as shall be designated by the Manager.

The 2006 Notes shall have the following terms:


Maturity:		December 1, 2006

Interest Rate:		2 7/8% per annum

Redemption Provisions:		None

Interest Payment Dates:		June 1 and December 1, commencing June 1, 2004 (the Interest payable on June 1, 2004 being in respect of the period commencing November 20, 2003)

Form and Denomination:		Global Security held through book-entry facilities of The Depository Trust Company

Sinking Fund Provisions:		None

Further Issuances:		The Company may create and issue further notes ranking equally and ratably with the 2006 Notes offered hereby in all respects, so that such further notes will be consolidated and form a single series with the 2006 Notes offered hereby and will have the same terms as to status, redemption or otherwise.

The 2013 Notes shall have the following terms:


Maturity:		December 1, 2013

Interest Rate:		4 7/8% per annum

Redemption Provisions:		The Company may redeem all or a portion of the 2013 Notes at any time, and from time to time, at a redemption price equal to the greater of (i) 100% of the principal amount of the 2013 Notes then outstanding to be redeemed or (ii) the sum of the present values of the remaining scheduled interest payments on the 2013 Notes to be redeemed discounted to the date of redemption on


		a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable treasury rate, plus 12.5 basis points.

Interest Payment Dates:		June 1 and December 1, commencing June 1, 2004 (the Interest payable on June 1, 2004 being in respect of the period commencing November 20, 2003)

Form and Denomination:		Global Security held through book-entry facilities of The Depository Trust Company

Sinking Fund Provisions:		None

Further Issuances:		The Company may create and issue further notes ranking equally and ratably with the 2013 Notes offered hereby in all respects, so that such further notes will be consolidated and form a single series with the 2013 Notes offered hereby and will have the same terms as to status, redemption or otherwise.

All the provisions (other than the provisions of Article VII) contained in the document entitled Fortune Brands, Inc. Underwriting Agreement Standard Provisions (Debt Securities and Warrants to Purchase Debt Securities) dated November 13, 2003, a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. The term “Manager” as used therein shall mean Barclays Capital Inc., Credit Suisse First Boston LLC and X.X. Xxxxxx Securities Inc., whose authority thereunder may be exercised by them jointly.

For themselves and on behalf of the several underwriters named above.


Very truly yours,

Barclays Capital Inc.

By:	/s/ Xxxxxx Xxxxxxx

	Name:	Xxxxxx Xxxxxxx
	Title:	Director

Credit Suisse First Boston LLC

By:	/s/ Xxxxx X. Xxxxxxxx

	Name:	Xxxxx X. Xxxxxxxx
	Title:	Managing Director

X.X. Xxxxxx Securities Inc.

By:	/s/ Xxxx X. Xxxxxxx Xx.

	Name:	Xxxx X. Xxxxxxx Xx.
	Title:	Vice President


Accepted:

FORTUNE BRANDS, INC.

By:		/s/ Xxxx Xxxxxxxx

		Xxxx Xxxxxxxx
		Senior Vice President – Finance and Treasurer

FORTUNE BRANDS, INC.

UNDERWRITING AGREEMENT
STANDARD PROVISIONS (DEBT SECURITIES AND WARRANTS TO
PURCHASE DEBT SECURITIES)

November 13, 2003

From time to time, FORTUNE BRANDS, INC., a Delaware corporation (the “Company”), may enter into one or more underwriting agreements that provide for the sale of designated securities to the several underwriters named therein. The standard provisions set forth herein may be incorporated by reference in any such underwriting agreement (an “Underwriting Agreement”). The Underwriting Agreement, including the provisions incorporated therein by reference, is herein referred to as this Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined.

The Company proposes to issue and sell from time to time certain of (a) its debt securities (the “Debt Securities”) to be issued pursuant to the provisions of an Indenture dated as of April 15, 1999, as supplemented (the “Indenture”), between the Company and The Chase Manhattan Bank, N.A., as Trustee (the “Trustee”) and (b) its Warrants (the “Debt Warrants”) to purchase Debt Securities (such Debt Securities to be purchasable through the exercise of Debt Warrants being referred to herein as the “Debt Warrant Securities”) to be evidenced by warrant certificates (the “Warrant Certificates”) and to be issued pursuant to the provisions of the Debt Warrant Agreement identified in the Underwriting Agreement. The Debt Securities may be convertible into Common Stock, par value $3.125 per share, of the Company (“Common Stock”) as provided in or pursuant to the Indenture, and Preferred Share Purchase Rights (the “Rights”) may be delivered with Common Stock upon conversion of any convertible Debt Securities. The Debt Securities and Debt Warrants to be sold pursuant to this Agreement, but not the Debt Warrant Securities or the Common Stock or Rights, if any, issuable or deliverable upon conversion of any convertible Debt Securities, are collectively referred to herein as the “Offered Securities”. The Debt Securities and Debt Warrants will have or be of varying designations, maturities, rates and times of payment of interest, selling prices, exercise prices, conversion prices, expiration dates, redemption terms, currencies and other terms.

The Company has filed with the Securities and Exchange Commission (the “Commission”) registration statements relating to the Debt Securities and Debt Warrants and the shares of Common Stock and Rights, if any, issuable or deliverable upon conversion of any convertible Debt Securities, has filed such amendments thereto as may have been required to the date of the Underwriting Agreement and has filed with, or mailed for filing to, or shall promptly hereafter file with or mail for filing to, the Commission a prospectus supplement specifically relating to the Offered Securities and the Debt Warrant Securities, if any, pursuant to Rule 424 under the Securities Act of 1933. The term “Registration Statement” means such registration statements as amended to the date of the Underwriting Agreement. The term “Basic Prospectus” means the prospectus included in the Registration Statement relating to the Debt Securities and the Debt Warrants, as updated from time to time. The term “Prospectus” means the Basic Prospectus together with the prospectus supplement specifically relating to the Offered

Securities and the Debt Warrant Securities, if any, as filed with, or mailed for filing to, or as shall promptly hereafter be filed with or mailed for filing to, the Commission pursuant to such Rule 424. The term “preliminary prospectus” means a preliminary prospectus supplement specifically relating to the Offered Securities and the Debt Warrant Securities, if any, together with the Basic Prospectus. As used herein, the terms “Registration Statement”, “Basic Prospectus”, “Prospectus” and “preliminary prospectus” shall include in each case the material, if any, incorporated by reference therein.

The term “Underwriters’ Securities” means the Offered Securities to be purchased by the Underwriters herein. The term “Contract Securities” means the Offered Securities, if any, to be purchased pursuant to the delayed delivery contracts referred to below.

II.

If the Prospectus provides for sales of Offered Securities pursuant to delayed delivery contracts, the Company hereby authorizes the Underwriters to solicit offers to purchase Contract Securities on the terms and subject to the conditions set forth in the Prospectus pursuant to delayed delivery contracts substantially in the form of Exhibit A attached hereto (“Delayed Delivery Contracts”) but with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors approved by the Company and of the types set forth in the Prospectus. On the Closing Date (as hereinafter defined), the Company will pay the Manager as compensation, for the accounts of the Underwriters, the fee set forth in the Underwriting Agreement in respect of the principal amount and number of Contract Securities. The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts.

If the Company executes and delivers Delayed Delivery Contracts with institutional investors, the principal amount and number of Contract Securities shall be deducted from the principal amount and number of Offered Securities to be purchased by the several Underwriters and the aggregate principal amount or number of Offered Securities to be purchased by each Underwriter shall be reduced pro rata in proportion to the principal amount or number, as the case may be, of Offered Securities set forth opposite each Underwriter’s name in the Underwriting Agreement, except to the extent that the Manager determines that such reduction shall be otherwise and so advises the Company.

III.

The Company is advised by the Manager that the Underwriters propose to make a public offering of their respective portions of the Underwriters’ Securities as soon after this Agreement is entered into as in the Manager’s judgment is advisable. The terms of the public offering of the Underwriters’ Securities are set forth in the Prospectus.

IV.

Except as otherwise provided in this Article IV, payment for the Underwriters’ Securities shall be made by wire transfer to an account designated by the Company in immediately available funds at the time, on the date and at the place set forth in the Underwriting Agreement, upon delivery to the Manager for the respective accounts of the several Underwriters of the Underwriters’ Securities (other than Debt Securities in registered global form) registered in such names and in such denominations as the Manager shall request in writing not less than two full business days prior to the date of delivery and, in the case of Underwriters’ Securities that are Debt Securities in registered global form, upon delivery to the Depositary identified in the Underwriting Agreement of a single global Debt Security certificate, registered in the name of the Depositary or a nominee thereof, for credit to the respective accounts of the Depositary participants. The time and date of such payment and delivery with respect to the Underwriters’ Securities are herein referred to as the Closing Date.

Delivery of any Underwriters’ Securities that are (i) Debt Securities in bearer form on the Closing Date shall be initially effected by delivery of a single temporary global Debt Security without coupons (the “Global Debt Security”) evidencing the Offered Securities that are Debt Securities in bearer form and (ii) Debt Warrants in bearer form shall be effected only by delivery of a single permanent global Debt Warrant (the “Global Debt Warrant”) evidencing the Offered Securities that are Debt Warrants in bearer form, in each case to a common depositary for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euro-clear System (“Euro-clear”), and for Centrale de Livraison de Valeurs Mobilieres S.A. (“CEDEL”) for credit to the respective accounts at Euro-clear or CEDEL of each Underwriter or such other accounts as each Underwriter may direct. Any Global Debt Security or Global Debt Warrant shall be delivered to the Manager not later than the Closing Date, against payment of funds to the Company in the net amount due to the Company for such Global Debt Security or Global Debt Warrant, as the case may be, by the method and in the form set forth herein. The Company shall cause definitive Debt Securities in bearer form to be prepared and delivered in exchange for such Global Debt Security in such manner and at such time as may be provided in or pursuant to the Indenture; provided, however, that the Global Debt Security shall be exchangeable for definitive Debt Securities in bearer form only on or after the date specified for such purpose in the Prospectus. The Offered Debt Warrants shall be evidenced only by a Global Debt Warrant until their expiration.

The several obligations of the Underwriters hereunder are subject to the following conditions:

(a)

No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission and there shall have been no material adverse change in the

		condition of the Company and its subsidiaries, taken as a whole, from that set forth in the Registration Statement and the Prospectus; subsequent to the execution and delivery of the Underwriting Agreement and prior to the Closing Date, there has not occurred any downgrading, nor has any notice been given of (a) any intended or potential downgrading or (b) any review or possible change that does not indicate an improvement, in the rating accorded any securities of the Company by any “nationally recognized statistical rating organization”, as such term is defined for purposes of Rule 436(g) under the Securities Act; and the Manager shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Company, to the foregoing effect. Such certificate will also provide that the representations and warranties of the Company contained herein are true and correct as of the Closing Date. The officer making such certificate may rely upon the best of his knowledge as to proceedings pending or threatened.

(b)		The Manager shall have received on the Closing Date an opinion of Xxxxxxxxxx & Xxxxx LLP, counsel for the Company, dated the Closing Date, to the effect set forth in Exhibit B attached hereto.

(c)		The Manager shall have received on the Closing Date an opinion of Xxxxx Xxxx & Xxxxxxxx, counsel for the Underwriters, dated the Closing Date, to the effect set forth in Exhibit C attached hereto.

(d)		The Manager shall have received on the Closing Date a letter dated the Closing Date, in form and substance satisfactory to the Manager, from PricewaterhouseCoopers LLP, independent certified public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference in the Registration Statement and the Prospectus.

VI.

In further consideration of the agreements of the Underwriters contained in this Agreement, the Company covenants as follows:

(a)

To furnish the Manager, without charge, a copy of the Registration Statement including exhibits and materials, if any, incorporated by reference therein and, during the period mentioned in paragraph (c) below, as many copies of the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto as the Manager may reasonably request. The terms “supplement” and “amendment” or “amend” as used in this Agreement shall include all documents filed by the Company with the Commission subsequent to the date of the Basic Prospectus, pursuant to the Securities Exchange Act of 1934, which are deemed to be incorporated by reference in the Prospectus.

(b)		Before amending or supplementing the Registration Statement or the Prospectus with respect to the Offered Securities, to furnish the Manager a copy of each such proposed amendment or supplement.

(c)		If, during such period after the first date of the public offering of the Offered Securities as in the opinion of counsel for the Underwriters the Prospectus is required by law to be delivered, any event shall occur as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with law, forthwith to prepare and furnish, at its own expense, to the Underwriters, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

(d)		To endeavor to qualify the Offered Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Manager shall reasonably request and to pay all expenses (including fees and disbursements of counsel) in connection with such qualification and in connection with the determination of the eligibility of the Offered Securities for investment under the laws of such jurisdictions as the Manager may designate; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not qualified.

(e)		To make generally available to the Company’s security holders as soon as practicable an earnings statement covering a twelve-month period beginning after the date of the Underwriting Agreement and ending at the end of a fiscal quarter of the Company, which shall satisfy the provisions of Section 11(a) of the Securities Act of 1933 and the applicable rules and regulations (including Rule 158) thereunder.

(f)		During the period beginning on the date of the Underwriting Agreement and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise dispose of any securities of the Company substantially similar to the Offered Securities, without the prior written consent of the Manager.

VII.

Each of the several Underwriters agrees with the Company that:

(a)

except to the extent permitted under U.S. Treas. Reg. Section 1.163-5(c)(2)(i)(D) (the “D Rules”), (i) it has not offered or sold, and during the restricted period will not offer or sell, Debt Securities in bearer form to a person who is within the United States or its possessions or to a United States person, and (ii) it has not delivered and will not

		deliver within the United States or its possessions definitive Debt Securities in bearer form that are sold during the restricted period;

(b)		it has and throughout the restricted period will have in effect procedures reasonably designed to ensure that its employees or agents who are directly engaged in selling Debt Securities in bearer form are aware that such Debt Securities may not be offered or sold during the restricted period to a person who is within the United States or its possessions or to a United States person, except as permitted by the D Rules;

(c)		if it is a United States person, it is acquiring the Debt Securities in bearer form for purposes of resale in connection with their original issuance and if it retains Debt Securities in bearer form for its own account, it will only do so in accordance with the requirements of U.S. Treas. Reg. Section 1.163-5(c)(2)(i)(D)(6);

(d)		with respect to each affiliate that acquires from it Debt Securities in bearer form for the purpose of offering or selling such Debt Securities during the restricted period, it either (i) repeats and confirms the representations and agreements contained in clauses (a), (b) and (c) on its behalf or (ii) agrees that it will obtain from such affiliate for the Manager’s benefit and the benefit of the Company the representations and agreements contained in clauses (a), (b) and (c); and

(e)		it will comply with or observe any other restrictions or limitations set forth in the Prospectus on persons to whom, or the jurisdictions in which, or the manner in which, the Debt Securities may be offered, sold, resold or delivered.

If Underwriters’ Securities that are Debt Securities are to be distributed through a selling group consisting of banks, brokers or dealers, the Manager agrees that it shall cause each member of such selling group to enter into an agreement that it will comply with this paragraph. Terms used in this paragraph have the meanings given to them by the applicable provisions of the U.S. Internal Revenue Code and regulations thereunder, including the D Rules.

Each of the several Underwriters further agrees with the Company that:

(a)		except to the extent permitted under the D Rules, (i) it has not offered or sold, and will not offer or sell at any time, Debt Warrants in bearer form to a person who is within the United States or its possessions or to a United States person, and (ii) it has not delivered and will not deliver within the United States or its possessions Debt Warrants in bearer form that are sold at any time;

(b)		except to the extent permitted under the D Rules, (i) it has not offered or sold, and during the restricted period will not offer or sell, Debt Warrant Securities in bearer form to a person who is within the United States or its possessions or to a United

		States person, and (ii) it has not delivered and will not deliver within the United States or its possessions definitive Debt Warrant Securities in bearer form that are sold during the restricted period;

(c)		it has and throughout the restricted period will have in effect procedures reasonably designed to ensure that its employees or agents who are directly engaged in selling Debt Warrants in bearer form or Debt Warrant Securities in bearer form are aware that such Debt Warrants may not be offered or sold at any time, and such Debt Warrant Securities may not be offered or sold during the restricted period, to a person who is within the United States or its possessions or to a United States person, except as permitted by the D Rules;

(d)		if it is a United States person, it is acquiring the Debt Warrants in bearer form and any Debt Warrant Securities in bearer form for purposes of resale in connection with their original issuance and if it retains Debt Warrants in bearer form or Debt Warrant Securities in bearer form for its own account, it will only do so in accordance with the requirements of U.S. Treas. Reg. Section 1.163-5(c)(2)(i)(D)(6);

(e)		with respect to each affiliate that acquires from it Debt Warrants in bearer form or Debt Warrant Securities in bearer form for the purpose of offering or selling such Debt Warrants at any time or offering or selling such Debt Warrant Securities during the restricted period, it either (i) repeats and confirms the representations and agreements contained in clauses (a), (b), (c) and (d) on its behalf or (ii) agrees that it will obtain from such affiliate for the Manager’s benefit and the benefit of the Company the representations and agreements contained in clauses (a), (b), (c) and (d); and

(f)		it will comply with or observe any other restrictions or limitations set forth in the Prospectus on persons to whom, or the jurisdictions in which, or the manner in which, the Debt Warrants may be offered, sold, resold or delivered.

If Underwriters’ Securities that are Debt Warrants are to be distributed through a selling group consisting of banks, brokers or dealers, the Manager agrees that it shall cause each member of such selling group to enter into an agreement that it will comply with this paragraph. Terms used in this paragraph have the meanings given to them by the applicable provisions of the U.S. Internal Revenue Code and regulations thereunder, including the D Rules.

VIII.

The Company represents and warrants to each Underwriter that (i) each document, if any, filed or to be filed pursuant to the Securities Exchange Act of 1934 and incorporated by reference in the Prospectus complied or will comply when so filed in all material respects with such Act and the rules and regulations thereunder, (ii) each part of the registration statement (including the documents incorporated by reference therein),

filed with the Commission pursuant to the Securities Act of 1933 relating to the Debt Securities and Debt Warrants when such part became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) each preliminary prospectus, if any, filed pursuant to Rule 424 under the Securities Act of 1933 complied when so filed in all material respects with such Act and the applicable rules and regulations thereunder, (iv) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act of 1933 and the applicable rules and regulations thereunder and (v) the Registration Statement and the Prospectus do not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that these representations and warranties do not apply to (a) statements or omissions in the Registration Statement, any preliminary prospectus or the Prospectus based upon information furnished to the Company in writing by any Underwriter expressly for use therein and (b) those parts of the Registration Statement which constitute the Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 of the Trustee.

The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (if used within the period set forth in paragraph (c) of Article VI hereof and as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the Company by any Underwriter expressly for use therein; provided, however, that the foregoing indemnity with respect to preliminary prospectuses shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such losses, claims, damages or liabilities purchased Offered Securities if a copy of the Prospectus or the Prospectus as then amended or supplemented (if the Prospectus has been amended or supplemented prior to the written confirmation of the sale of such Offered Securities to such person) had not been sent or given to such person at or prior to such written confirmation and the untrue statement or omission of a material fact contained in such preliminary prospectus was corrected in such Prospectus or Prospectus as amended or supplemented, as the case may be.

Each Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and any person controlling the

Company to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to information relating to such Underwriter furnished in writing by such Underwriter expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus.

In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and the representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to local counsel) for all such indemnified parties, and that all such fees shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Manager in the case of parties indemnified pursuant to the second preceding paragraph and by the Company in the case of parties indemnified pursuant to the first preceding paragraph. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.

If the indemnification provided for in this Article VIII is unavailable to an indemnified party under the second or third paragraphs hereof or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect (i) the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Offered Securities and (ii) the relative fault of the Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other in connection with the offering of the Offered

Securities shall be deemed to be in the same proportion as the total net proceeds from the offering of such Offered Securities (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters in respect thereof. The relative fault of the Company on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Article VIII were determined by pro rata allocation or by any other method of allocation which does not take account of the considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Article VIII, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Offered Securities underwritten and distributed to the public by such Underwriter were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Article VIII are several, in proportion to the respective principal amount or number, as the case may be, of Offered Securities purchased by each of such Underwriters, and not joint.

The indemnity and contribution agreements contained in this Article VIII and the representations and warranties of the Company in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by any Underwriter or on behalf of any Underwriter or any person controlling any Underwriter or by or on behalf of the Company, its directors or officers or any person controlling the Company and (iii) acceptance of and payment for any of the Offered Securities.

IX.

This Agreement may be terminated in the absolute discretion of the Manager, by notice to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on the New York Stock Exchange; (ii) trading of any securities issued by the Company

shall have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; (iv) a material disruption of the settlement or clearance of debt securities in the United States shall occur and continue until at least the business day preceding the Closing Date or (v) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the reasonable judgment of the Manager, is material and adverse and makes it impracticable or inadvisable to proceed with the offer, sale or delivery of the Offered Securities on the terms and in the manner contemplated by this Agreement and the Prospectus.

If any one or more of the Underwriters shall fail or refuse to purchase Underwriters’ Securities which it or they have agreed to purchase pursuant to the Underwriting Agreement, and the aggregate amount of Underwriters’ Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Underwriters’ Securities, the other Underwriters shall be obligated severally in the proportions which the amounts of Underwriters’ Securities set forth opposite their names in the Underwriting Agreement bear to the aggregate amount of Underwriters’ Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Manager may specify, to purchase the Underwriters’ Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase; provided that in no event shall the amount of Underwriters’ Securities which any Underwriter has agreed to purchase pursuant to the Underwriting Agreement be increased pursuant to this Article X by an amount in excess of one-ninth of such amount of Underwriters’ Securities without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Underwriters’ Securities and the aggregate amount of Underwriters’ Securities with respect to which such default occurs is more than one-tenth of the aggregate amount of the Underwriters’ Securities and arrangements satisfactory to the Manager and the Company for the purchase of such Underwriters’ Securities, are not made within 36 hours after such default, this Agreement, or the provisions hereof applicable to the sale and purchase of the Underwriters’ Securities, will terminate without liability on the part of any non-defaulting Underwriter or of the Company. In any such case either the Manager or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under the Underwriting Agreement.

If this Agreement shall be terminated by the Underwriters or any of them, because of any failure or refusal on the part of the Company to comply with the terms or

to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement, with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with the Offered Securities.

This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

Exhibit A

DELAYED DELIVERY CONTRACT

, 2003

Fortune Brands, Inc.
000 Xxxxx Xxxxxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000

Dear Sirs:

The undersigned hereby agrees to purchase from FORTUNE BRANDS, INC., a Delaware corporation (the “Company”), and the Company agrees to sell to the undersigned the Company’s securities described in Schedule I annexed hereto (the “Securities”), offered by the Company’s Prospectus dated , 2003 and Prospectus Supplement dated , 2003 , receipt of copies of which is hereby acknowledged, at the purchase price stated in Schedule I and on the further terms and conditions set forth in this contract. The undersigned does not contemplate selling Securities prior to making payment therefor.

The undersigned will purchase from the Company Securities in the principal amounts and number on the delivery dates as set forth in Schedule I. Each such date on which Securities are to be purchased hereunder is hereinafter referred to as a “Delivery Date”.

Payment for the Securities which the undersigned has agreed to purchase on each Delivery Date shall be made to the Company or its order by wire transfer to an account designated by the Company in immediately available funds, at 10:00 A.M. (New York time) on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned on the Delivery Date, in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the Company not less than five full business days prior to the Delivery Date, except that payment for any Securities that are Debt Securities in registered global form or Foreign Currency Warrants in registered global form shall be so made on the Delivery Date upon delivery to the Depositary named in the Prospectus Supplement referred to above of a single global Debt Security or a single global Foreign Currency Warrant certificate, as the case may be, registered in the name of such Depositary or a nominee

thereof, for credit to the account of such Depositary participant as the undersigned may so designate.

The obligation of the undersigned to take delivery of and make payment for the Securities on the Delivery Date shall be subject to the conditions that (1) the purchase of Securities to be made by the undersigned shall not at the time of delivery be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the Company shall have sold, and delivery shall have taken place to the underwriters (the “Underwriters”) named in the Prospectus Supplement referred to above of, such part of the Securities as is to be sold to them. Promptly after completion of sale and delivery to the Underwriters, the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinion of counsel for the Company delivered to the Underwriters in connection therewith.

Failure to take delivery of and make payment for Securities by any purchaser under any other Delayed Delivery Contract shall not relieve the undersigned of its obligations under this contract.

This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other.

If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract, as of the date first above written, between the Company and the undersigned when such counterpart is so mailed or delivered.

This contract shall be governed by and construed in accordance with the internal laws of the State of New York.


		Very truly yours,


		(Purchaser)

		By



		(Title)




		(Address)


Accepted:

FORTUNE BRANDS, INC.

By

		Name:
		Title:

PURCHASER - PLEASE COMPLETE AT TIME OF SIGNING

The name and telephone and department of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows (please print):


	Telephone No.
Name	(Including Area Code)	Department

SCHEDULE I

Securities:

Principal amount or Number to be Purchased:

Purchase Price:

Delivery Dates:

Exhibit B

Opinion of Xxxxxxxxxx & Xxxxx LLP,
Counsel for the Company

The opinion of Xxxxxxxxxx & Xxxxx LLP, counsel for the Company, to be delivered pursuant to Article V, paragraph (b) of the document entitled Fortune Brands, Inc. Underwriting Agreement Standard Provisions (Debt Securities and Warrants to Purchase Debt Securities) shall be to the effect that:


	(i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware;

(ii) each of the following subsidiaries of the Company: ACCO World Corporation, ACCO Brands, Inc., Acushnet Company (“Acushnet”), Xxx Xxxx Brands Worldwide, Inc., Xxx Xxxx Brands Co., Fortune Brands Home & Hardware, Inc., MasterBrand Cabinets, Inc., Master Lock Company, Xxxx Incorporated and Waterloo Industries, Inc., has been duly incorporated and is validly existing under the laws of its state of incorporation;


	(iii) the Indenture has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company and has been duly qualified under the Trust Indenture Act of 1939, as amended;


	(iv) each of the Debt Warrant Agreement, if any, and the Currency Warrant Agreement, if any, has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company;

(v) the Offered Securities and the Debt Warrant Securities, if any, when executed and either authenticated or countersigned in accordance with the provisions of, as the case may be, the Indenture, the Debt Warrant Agreement, if any, or the Currency Warrant Agreement, if any, and delivered to and paid for (A) by the Underwriters pursuant to the Underwriting Agreement or by institutional investors, if any, pursuant to Delayed Delivery Contracts, in the case of the Offered Securities, and (B) upon exercise of Debt Warrants pursuant to the Debt Warrant Agreement, in the case of the Debt Warrant Securities, will be valid and binding obligations of the Company and will be entitled to the benefits of, as the case may be, the Indenture, the Debt Warrant Agreement or the Currency Warrant Agreement;

(vi) the shares of Common Stock initially issuable upon conversion of any convertible Debt Securities have been duly authorized and reserved for such issuance, the shares of Common Stock, if any, issued upon conversion of any convertible Debt Securities in accordance with their terms will be validly issued, fully paid and non-assessable and the accompanying Rights, if any, have been duly authorized and will be validly issued;


	(vii) the Registration Statement and the Prospectus, as amended or supplemented, if applicable (except for the financial statements and other financial and statistical data contained or incorporated by reference therein, as to which such counsel need express no opinion), comply as to form in all material respects with the Securities Act of 1933 and the rules and regulations thereunder;


	(viii) the Underwriting Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, except as rights to indemnity and contribution thereunder may be limited by applicable law;


	(ix) the Delayed Delivery Contracts, if any, have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company;

(x) the issuance of the Offered Securities and the Debt Warrant Securities, if any, in accordance with, as the case may be, the Indenture, the Debt Warrant Agreement, if any, and the Currency Warrant Agreement, if any, and the sale thereof in accordance with the Underwriting Agreement, and the issuance of the shares of Common Stock initially issuable upon conversion of any convertible Debt Securities and the accompanying Rights, if any, do not and will not contravene the Certificate of Incorporation or By-laws of the Company or any provision of any indenture, mortgage or other agreement known to such counsel by which the Company is bound;

(xi) no authorization from any regulatory board, agency or instrumentality having jurisdiction over the Company (other than registration under the Securities Act of 1933 and qualification of the Indenture under the Trust Indenture Act of 1939, as amended, and qualification or other authorization under state securities or “blue sky” laws, as to which such counsel need express no opinion) is required for the performance by the Company of the Underwriting Agreement;


	(xii) the Indenture, the Debt Warrant Agreement, if any, and the Currency Warrant Agreement, if any, and the Offered Securities, the Debt Warrant Securities, if any, and, if applicable, the capital stock of the Company and the Rights conform to the descriptions thereof in the Prospectus;

(xiii) such counsel is of the opinion that each document, if any, filed pursuant to the Securities Exchange Act of 1934 (except as to financial statements and other financial and statistical data contained or incorporated therein, as to which such counsel need not express any opinion) and incorporated by reference in the Prospectus complied when so filed as to form in all material respects with such Act and the rules and regulations thereunder; and

(xiv) such counsel believes that, based upon their examination and participation in conferences, but without independent verification except as specified (except for the financial statements and other financial and statistical data contained or incorporated by reference therein, as to which such counsel need express no opinion), each part of the Registration Statement (including the documents incorporated by reference therein) filed with the Commission pursuant to the Securities Act of 1933 relating to the Offered Securities and the Debt Warrant Securities, if any, when such part became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that (except for the financial statements and other financial and statistical data contained or incorporated by reference therein, as to which such counsel need express no opinion) the Registration Statement and the Prospectus on the date of the Underwriting Agreement did not, and the Prospectus, as amended or supplemented, if applicable, on the Closing Date does not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

In rendering its opinion, Xxxxxxxxxx & Xxxxx LLP may limit its opinion to matters of the laws of the United States of America and the State of New York and the General Corporation Law of the State of Delaware.

Exhibit C

Opinion of Xxxxx Xxxx & Xxxxxxxx,
Counsel for the Underwriters

The opinion of Xxxxx Xxxx & Xxxxxxxx, counsel for the Underwriters, to be delivered pursuant to Article V, paragraph (c) of the document entitled Fortune Brands, Inc. Underwriting Agreement Standard Provisions (Debt Securities and Warrants to Purchase Debt Securities) shall be to the effect that:


	(i) the Indenture has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company and has been duly qualified under the Trust Indenture Act of 1939;


	(ii) each of the Debt Warrant Agreement, if any, and the Currency Warrant Agreement, if any, has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company;

(iii) the Offered Securities and the Debt Warrant Securities, if any, when executed and either authenticated or countersigned in accordance with the provisions of, as the case may be, the Indenture, the Debt Warrant Agreement, if any, or the Currency Warrant Agreement, if any, and delivered to and paid for (A) by the Underwriters or by institutional investors, if any, pursuant to Delayed Delivery Contracts, in the case of the Offered Securities, and (B) upon exercise of the Debt Warrants pursuant to the Debt Warrant Agreement, in the case of the Debt Warrant Securities, will be valid and binding obligations of the Company and will be entitled to the benefits of, as the case may be, the Indenture, the Debt Warrant Agreement and the Currency Warrant Agreement;


	(iv) the Underwriting Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, except as rights to indemnity and contribution thereunder may be limited by applicable law;


	(v) the Delayed Delivery Contracts, if any, have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company;


	(vi) the statements relating to legal documents included in the Prospectus under the captions “Description of Debt Securities”, “Plan of


	Distribution”, “Description of the Notes” and “Underwriting”, fairly summarize in all material respects such documents; and

(vii) nothing has come to such counsel’s attention that causes it to believe that (A) the Registration Statement or the Prospectus, as amended or supplemented, if applicable (except for the financial statements contained or incorporated by reference therein and other financial data included therein, as to which such counsel need not express any opinion), do not comply as to form in all material respects with the Securities Act of 1933 and the rules and regulations of the Commission thereunder, (B) on the date of the Underwriting Agreement, the Registration Statement, as supplemented by the Prospectus (except for the financial statements contained or incorporated by reference therein and other financial data included therein, as to which such counsel need not express any opinion) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (C) the Prospectus (except for the financial statements contained or incorporated by reference therein and other financial data included therein, as to which such counsel need not express any opinion), as of the date of the Underwriting Agreement or as of the Closing Date contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that such counsel may state that their opinion and belief is based upon their participation in the preparation of the Registration Statement and the Prospectus and any amendments and supplements thereto (other than the documents incorporated by reference therein) and review and discussion of the contents thereof, but is without independent check or verification except as specified.

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UNDERWRITING AGREEMENT

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