-----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, UZItc6WJceYyrBsJkzzmO/BK6FtEYhs1EH01DfMACn/dwEmtcvj9kjrFV8zETWtN 0ey3M8aGnuaV3xDVjBmmVw== 0001181431-04-004895.txt : 20040128 0001181431-04-004895.hdr.sgml : 20040128 20040128135010 ACCESSION NUMBER: 0001181431-04-004895 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040126 FILED AS OF DATE: 20040128 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROCHE MARK A CENTRAL INDEX KEY: 0001190596 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09076 FILM NUMBER: 04548670 MAIL ADDRESS: STREET 1: 730 N MAYFLOWER22 SOUTH WYNSTONE DRIVE CITY: NORTH BARRINGTON STATE: IL ZIP: 60010 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: 300 TOWER PARKWAY CITY: LINCOLNSHIRE STATE: IL ZIP: 60069 BUSINESS PHONE: 2036985000 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN BRANDS INC /DE/ DATE OF NAME CHANGE: 19920703 4 1 rrd30270.xml PEFORMANCE AWARD X0201 4 2004-01-26 0 0000789073 FORTUNE BRANDS INC FO 0001190596 ROCHE MARK A 300 TOWER PARKWAY LINCOLNSHIRE IL 60069 0 1 0 0 Sr. VP, General Counsel, Secy. Common Stock, Par Value $3.125 2004-01-26 4 A 0 14723 70.43 A 53954 D Common Stock, Par Value $3.125 2004-01-26 4 F 0 5809 70.43 D 48145 D Common Stock, Par Value $3.125 2004-01-26 4 D 0 8914 70.43 D 39231 D Common Stock, Par Value $3.125 5422 I By Fortune Brands, Inc. Retirement Savings Plan Trust Attached to each share of common stock is one Preferred Share Purchase Right that is not presently transferable from the common stock. Reflects the grant of a performance award to the undersigned under the issuer's Long-Term Incentive Plans in a transaction exempt under Rule 16b-3(d). 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). Under the terms of the issuer's Long-Term Incentive Plans, the undersigned elected to recive his award in cash and for reporting purposes is deemed to have transferred back to the issuer shares of the issuer's common stock in a transaction exempt under Rule 16b-3(e). The number of shares reported as held by the Fortune Brands, Inc. Retirement Savings Plan Trust represents the undersigned's proportional beneficial interest in the common stock held in the Trust as of January 26, 2004. Mr. Roche earned a performance award equivalent to 14,723 shares of the issuer's common stock for the performance period 2001-2003, pursuant to the terms of the issuer's Long-Term Incentive Plans. Payment of the performance award was approved on January 26, 2004. The issuer withheld 5,809 of these shares in payment of withholding taxes due as a result of the award. Mr. Roche elected to receive the remainder of the award (equivalent to the value of 8,914 shares) in cash. As a result of these transactions, Mr. Roche continues to directly own 39,231 shares of the issuer's common stock (exceeding the Company's guidelines for executive stock ownership) and options to purchase 268,944 shares of common stock. Russell W. Hahn, Attorney-in-Fact for Mark A. Roche 2004-01-28 EX-24. 3 rrd22007_25314.htm POWER OF ATTORNEY rrd22007_25314.html 
LIMITED POWER OF ATTORNEY

I, Mark A. Roche, appoint LAUREN S. TASHMA and RUSSELL W. HAHN to 
serve as my Attorneys-In-Fact and Agents and to exercise the powers and discretions set 
forth below:
1.        To execute on my behalf any and all Securities and Exchange 
Commission Forms 4 and 5 relating to the disclosure of my 
beneficial ownership of securities in Fortune Brands, Inc.; and 
2.        To execute all such other documents or things in my name as the 
Agents may deem necessary to meet filing requirements of the 
Securities Exchange Commission pursuant to the Securities 
Exchange Act of 1934.
This Power of Attorney shall at all times be binding with respect to all actions 
taken by the Agent in accordance with the terms of this Power of Attorney.  The powers 
granted by this Power of Attorney shall lapse and cease to have any effect on  
August 31, 2006.
I, Mark A. Roche, have e
xecuted this Limited Power of Attorney on this   8th           
day of           August        , 2003.

                                                /s/ Mark A. Roche                        
                                                Mark A. Roche
Subscribed and swor
n to me
on this           8th          day of   August   , 2003.

/s/ Angela M. Pla                        
Notary Public
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