AGREEMENT AND PLAN OF MERGER BY AND AMONG FORTUNE BRANDS, INC., SB ROSS ACQUISITION CO., S. BYRL ROSS ENTERPRISES, INC. AND THE OTHER PARTIES HERETO DATED AS OF FEBRUARY 21, 2006Agreement and Plan of Merger • February 22nd, 2006 • Fortune Brands Inc • Heating equip, except elec & warm air; & plumbing fixtures • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 21, 2006, by and among Fortune Brands, Inc., a Delaware corporation (“Parent”), SB Ross Acquisition Co., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), S. Byrl Ross Enterprises, Inc., a West Virginia corporation (the “Company”), and the Holders Representative. Parent, Merger Sub, the Company and, solely with respect to Articles X and XI, the Holders Representative, are referred to collectively herein as the “Parties”.
