rrd236739_267518.html

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SCeuMWAd3Yj1vbRvfYd8Ta2X+phxaurTiXAG/jeON/RuhGGNK4e5JpfE0yGy3rfk 7wo6WIQIuWkJmPyyAHBdpQ== 0001181431-10-006360.txt : 20100203 0001181431-10-006360.hdr.sgml : 20100203 20100203162322 ACCESSION NUMBER: 0001181431-10-006360 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100201 FILED AS OF DATE: 20100203 DATE AS OF CHANGE: 20100203 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Koley Patrick J. CENTRAL INDEX KEY: 0001456491 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09076 FILM NUMBER: 10570954 MAIL ADDRESS: STREET 1: C/O FORTUNE BRANDS, INC. STREET 2: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FORTUNE BRANDS INC CENTRAL INDEX KEY: 0000789073 STANDARD INDUSTRIAL CLASSIFICATION: HEATING EQUIP, EXCEPT ELEC & WARM AIR & PLUMBING FIXTURES [3430] IRS NUMBER: 133295276 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474844400 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN BRANDS INC /DE/ DATE OF NAME CHANGE: 19920703 4 1 rrd264494.xml RSU X0303 4 2010-02-01 0 0000789073 FORTUNE BRANDS INC FO 0001456491 Koley Patrick J. 520 LAKE COOK ROAD DEERFIELD IL 60015 0 1 0 0 Sr VP-Strategy & Corp. Dev. Common Stock, Par Value $3.125 2010-02-01 4 M 0 4934 0 A 4934 D Common Stock, Par Value $3.125 2010-02-01 4 F 0 1563 41.93 D 3371 D Restricted Stock Units (RSUs) 2010-02-01 4 M 0 4934 0 D Common 4934 9866 D Reflects the vesting and payment of one-third of a restricted stock unit award made under the Company's 2007 Long-Term Incentive Plan. Reflects the withholding by the issuer of shares awarded to the undersigned having a fair market value equal to the withholding taxes payable by the undersigned at the time the award vested, such transaction being exempt under Rule 16b-3(e). Each RSU converts to one share of the issuer's common stock. Payment of the remaining RSUs will be made in two equal installments on or about January 31st of 2011 and 2012 if Mr. Koley remains employed through each of those dates, or in the event of death or disability. On February 1, 2010, one-third of a restricted stock unit award (RSUs) granted to Mr. Koley on February 23, 2009 vested and became payable in shares of the issuer's common stock. Mr. Koley was paid 4,934 shares of the issuer's common stock (one share for each restricted stock unit which vested). The Company withheld 1,563 shares in payment of taxes. As a result, Mr. Koley increased his direct ownership to 3,371 shares of the issuer's common stock. The remaining RSUs awarded to Mr. Koley on February 23, 2009 will become payable on or about January 31st of 2011 and 2012 if he remains employed through January 31, 2011 and 2012, or in the event of death or disability. Mr. Koley also owns options to purchase 17,600 shares of the issuer's common stock and an additional 17,600 RSUs. Angela M. Pla, Attorney-in-Fact for Patrick J. Koley 2010-02-03 EX-24. 2 rrd236739_267518.htm POWER OF ATTORNEY rrd236739_267518.html

LIMITED POWER OF ATTORNEY

I, Patrick J. Koley, hereby constitute and appoint each of ANGELA M. PLA,
LAUREN S. TASHMA and MARK A. ROCHE to serve as my Attorneys-In-Fact and Agents
to exercise the powers and discretions set forth below:

1. To execute on my behalf any and all Securities and Exchange Commission
("SEC") (i) Forms 3, 4 and 5 in accordance with Section 16 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and the rules thereunder, relating to the
disclosure of my beneficial ownership of securities in Fortune Brands, Inc. (the
"Company") and (ii) Forms 144 in accordance with the Securities Act of 1933, as amended
(the "Securities Act"), and the rules thereunder, relating to my transactions in the securities
of the Company; and

      2.        Do and perfo rm any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, 5 or Form 144
and timely file such form with the SEC and any stock exchange or similar authority and
take any other action of any type whatsoever in connection with the foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned.
      The undersigned hereby grants to each such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite, necessary, or
proper to be done in the exercise of any of the rights and powers herein granted, as fully to
all intents and purposes as the undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and confirming all that such attorney-
in-fact shall lawfully do or cause to be do ne by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the undersigned?s responsibilities to
comply with Section 16 of the Securities Exchange Act or Rule 144 of the Securities Act.
      This Power of Attorney shall at all times be binding with respect to all actions taken
by the attorney-in-fact in accordance with the terms of this Power of Attorney. The powers
granted by this Power of Attorney shall begin on January 1, 2010 and shall lapse and cease
to have any effect on December 31, 2011.
      I, Patrick J. Koley, have executed this Limited Power of Attorney on this _8th __
day of December, 2009.


   &nb sp;                                                          /s/ Patrick J. Koley
                                                      Patrick J. Koley

State of Illinois
County of Lake

Subscribed and sworn to me
on this 8th day of December, 2009 .

/s/ Kate M. Budin
Notary Public

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