rrd237175_267871.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, HGmDJUum/fhAXlOnBcxf0SmtuZWMJtDFBZkthdjLYt2FDEHmuxsjojqP661esQ8y NE9GE6GL+3ZmsD6csG21eQ== 0001181431-10-007002.txt : 20100205 0001181431-10-007002.hdr.sgml : 20100205 20100205160731 ACCESSION NUMBER: 0001181431-10-007002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100203 FILED AS OF DATE: 20100205 DATE AS OF CHANGE: 20100205 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OMTVEDT CRAIG P CENTRAL INDEX KEY: 0001190594 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09076 FILM NUMBER: 10577509 MAIL ADDRESS: STREET 1: 730 N MAYFLOWER CITY: LAKE FOREST STATE: IL ZIP: 60045 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 rrd264968.xml RSU VESTING X0303 4 2010-02-03 0 0000789073 FORTUNE BRANDS INC FO 0001190594 OMTVEDT CRAIG P 520 LAKE COOK ROAD DEERFIELD IL 60015 0 1 0 0 Senior Vice President & CFO Common Stock, Par Value $3.125 2010-02-03 4 M 0 6500 0 A 68740 D Common Stock, Par Value $3.125 2010-02-03 4 F 0 1980 43.10 D 66760 D Common Stock, Par Value $3.125 2840 I By Fortune Brands, Inc. Retirement Savings Plan Trust Restricted Stock Unit (RSUs) 2010-02-03 4 M 0 6500 0 D Common 6500 13000 D Reflects the accelerated 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). 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 February 3, 2010. Each RSU converts to one share of the issuer's common stock. Full payment of the award will be made in 2011 if Mr. Omtvedt remains employed with the Company through December 31, 2010. Because the Company met certain performance goals in 2009 and Mr. Omtvedt is not subject to Section 162(m) of the Internal Revenue Code, the Compensation and Stock Option Committee on February 3, 2010 approved the vesting of one-third (according to the grant terms) of the restricted stock units (RSUs) granted to Mr. Omtvedt on February 25, 2008. Mr. Omtvedt was paid 6,500 shares of the issuer's common stock (one share for each RSU which vested). The Company withheld 1,980 shares in payment of taxes. As a result, Mr. Omtvedt increased his direct ownership to 66,760 shares of the issuer's common stock. The remaining RSUs awarded to Mr. Omtvedt on February 25, 2008 will become payable in 2011 if he remains employed through December 31, 2010, or in the event of death or disability. Mr. Omtvedt also owns options to purchase 560,296 shares of the issuer's common stock and an additional 34,000 RSUs. Angela M. Pla, Attorney-in-Fact for Craig P. Omtvedt 2010-02-05 EX-24. 2 rrd237175_267871.htm POWER OF ATTORNEY rrd237175_267871.html

LIMITED POWER OF ATTORNEY

I, Craig P. Omtvedt, 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 perform 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 done 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, Craig P. Omtvedt, have executed this Limited Power of Attorney on this _8th _
day of December, 2009.

/s/ Craig P. Omtvedt
Craig P. Omtvedt

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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