Wells Fargo Shareowner Services (the "Plan Administrator") administers the Plan on behalf of the Company. All questions, transaction requests and other communications concerning the Plan should be sent to the Plan Administrator at the following address:

All stockholders of Common Stock of record are eligible to enroll in the Plan, except that shares held in broker or nominee name do not qualify for participation in the Plan. If you wish to participate in the Plan but do not have shares registered in your name, you should contact your bank or broker and have your shares registered in your name. We are informed that regulations in certain countries limit or prohibit participation in this type of plan. It is suggested therefore, that stockholders residing outside the U.S. who wish to join the Plan first determine if they are subject to any governmental regulation prohibiting their participation.

After carefully reading this booklet, considering the information therein, and consulting with your investment advisor to determine if the Plan is a good investment choice for you, simply complete and mail the Plan authorization form in the envelope provided. Be sure to indicate a reinvestment option.

Your participation will normally commence within five days after receipt by the Plan Administrator of your properly completed authorization form. However, your authorization form must be received by the record date for the upcoming dividend in order for your dividend income from that dividend to be reinvested. Normally, dividends are payable on the first business day of March, June, September and December and the record date is approximately three weeks prior to the payment date.

To Participate For A Dividend Normally Payable On:	Your Authorization Form Should Be Received by the Preceding:
March 1 June 1 September 1 December 1	February 1 May 1 August 1 November 1

The payment of dividends is at the discretion of our Board of Directors and will depend upon future earnings, the financial condition of Fortune Brands and other factors. The Board may change the amount and timing of dividends at any time without notice.

As a participant in the Plan, you may choose one of the following investment options: 1) Invest 100% of your dividends, 2) Invest a specified percentage of your dividends, 3) Invest dividends on a specified number of shares or only on the shares held for you through the Plan, or 4) Invest optional cash deposits only. If you do not choose an option at the time you enroll in the Plan, 100% of your dividends will be reinvested. If you choose an option other than investment of 100% of dividends, dividends that are not reinvested will be paid directly to you. The Plan Administrator will electronically deposit your dividend in your bank account (direct deposit) or send you a check for the portion, if any, of your dividend that you have elected to receive in cash. You may change your option at any time by providing notice to the Plan Administrator. However, requests for change must be received by the Plan Administrator by the record date for a dividend in order to apply to that dividend. Notices received after a dividend record date will not be effective until after that dividend has been paid.

The Plan allows you to have dividends and other distributions on your shares of Fortune Brands Common Stock ("dividends") automatically reinvested. You may also send up to $15,000 per calendar quarter in optional cash investments to purchase more shares. The minimum for an optional cash investment must be at least $50.

1. Dividend reinvestment is automatic once you have enrolled, unless you have elected to only invest optional cash investments. The Plan Administrator will total the amount of your dividend to be reinvested on both the shares held by you and any additional whole or fractional shares credited to you under the Plan in accordance with the reinvestment option you have chosen, and use that amount to buy more Fortune Brands Common Stock for you. Any optional cash investments you make under the Plan will be added to the amount used to purchase additional shares. If the aggregate amount to be invested in shares of Common Stock is not equal to the amount required to buy full shares, you will be credited with a fraction of a share (computed to three decimal places).
   
   
2. The Plan Administrator will send you a detailed statement of your account showing (a) the amount of your dividend reinvestment, if any, (b) any optional cash investments, (c) whole and fractional shares credited to your account with respect to such dividend, cash investments or both, (d) the cost basis of whole and fractional shares purchased for your account on a transaction basis and (e) total shares and fractions in your account. These statements contain information that is required for tax reporting purposes. Therefore, it is important that you keep the statements until Plan shares have been disposed of (sold or transferred) and all tax obligations have been met.
   
   
3. The Plan Administrator will maintain book-entry records of your ownership of shares purchased for you until you terminate your participation in the Plan or you request to withdraw shares. When you elect to terminate your participation in the plan or to withdraw shares from the plan, you may elect either to receive your shares or to sell them. If you elect to receive shares you may have them issued in your name on a certificate or under Direct Registration. If you elect to sell those shares held in your account at the then current market price, you will receive the proceeds, less brokerage commissions, transaction fees, and any applicable taxes. When you withdraw all shares held through the Plan or your participation is terminated, you will receive a check for the net proceeds for the cash value of any fractional share held in your Plan account. Fractional shares will be valued at the same market price as whole shares sold for participants.

1. Concurrently with or at any time after your properly completed authorization form has been received by the Plan Administrator, you may invest any amount from a minimum of $50 per payment up to $15,000 per calendar quarter to be used to purchase more Fortune Brands Common Stock for you. You may make these optional cash investments on a periodic basis or from time to time, as you choose. You may also vary the amount of each optional cash investment as long as it falls within the above limits. The check must be in U.S. funds payable to Wells Fargo Shareowner Services. Cash, money orders and third party checks are not acceptable.
   
   
2. You may also contact the Plan Administrator to arrange for optional cash investments to be made automatically through an electronic funds transfer (EFT). EFT investments to the Plan are deducted monthly from your designated account at any financial institution that participates in the Automatic Clearing House. Deductions are made on the 25th day of each month, or if such date is not a business day, the deduction will be made on the preceding business day. EFT investments are subject to the same minimum and maximum investment amounts as well as other Terms and Conditions of the Plan. Amounts received will be invested on the next investment date, which is a dividend payment date or the first business day of a month that is not a dividend payment date, after receipt of the funds. To be effective with respect to a particular investment date, your request to enroll, change or discontinue the EFT investment must be received 15 business days prior to the investment date.
   
   
3. The Plan Administrator will combine any optional cash investments with the amount of the next dividend that you have chosen to reinvest and purchase additional shares of Fortune Brands Common Stock for your Plan account. In addition, on the first business day of each month that is not a dividend payment date, the Plan Administrator will aggregate the optional cash investments from participating Fortune Brands stockholders to purchase Fortune Brands Common Stock. The Plan Administrator will purchase shares on the open market.

In order to permit the Plan Administrator to process and collect checks submitted for optional cash investments, the Plan Administrator suggests that optional cash investments be sent so that they are received at least five business days before an investment date. If a check for an optional cash investment is not received at least five business days before an investment date, the optional cash investment will be invested on the next investment date. The Plan Administrator will not pay interest on optional cash investments held by it for the purchase of shares. Therefore, it may be to your benefit to submit any optional cash investments so that it is received shortly before the fifth business day before an investment date. The Plan Administrator will refund your optional cash investments to you if a written request for refund is received at least two business days prior to investment date.

In the event that a Participant's optional cash investment check is returned unpaid for any reason or a Participant's designated account for electronic funds transfer does not have sufficient funds for his/her authorized monthly deduction, the Plan Administrator will immediately remove from the Participant's account any shares already purchased upon the prior credit for such funds. The Plan Administrator will thereupon be entitled to sell any such shares to satisfy any uncollected amounts. If the net proceeds of the sale of such shares are insufficient to satisfy the balance of uncollected amounts, the Plan Administrator reserves the right to sell such additional shares from the Participant's account as may be necessary to satisfy the uncollected balance.

During the period that an optional cash investment is pending, the collected funds in the possession of the Plan Administrator may be invested in certain Permitted Investments. For purposes of this Plan, "Permitted Investments" shall mean any money market mutual funds registered under the Investment Company Act (including those of an affiliate of the Plan Administrator or for which the Plan Administrator or any of its affiliates provides management advisory or other services) consisting entirely of (a) direct obligations of the United States of America; or (b) obligations fully guaranteed by the United States of America. The risk of any loss from such Permitted Investments shall be the responsibility of the Plan Administrator. Investment income from such Permitted Investments shall be retained by the Plan Administrator.

4. A Plan statement will be mailed reflecting details of each purchase soon after it is made. The Plan statement for your account will include a tear-off portion, which should be returned with your check for your next optional cash investment.

You may terminate your participation in the Plan or withdraw all or part of the shares from your Plan account at any time by contacting the Plan Administrator at the following address or toll-free number:

Your termination or withdrawal request will be processed as soon as practicable upon receipt. You must specify in your notice of termination or withdrawal whether you wish to receive a certificate or a Direct Registration statement for a specific number of full shares held for you in the Plan or to have your shares sold. If no preference is stated, the Plan Administrator will issue a Direct Registration statement for the whole shares and sell any fractional shares. If you request that your participation be terminated or if you withdraw all Plan shares from your account, a check will be issued to you in lieu of any fractional share based on the market price of whole shares on the next date that shares are sold for Plan participants. As with purchases, the Plan Administrator aggregates all requests to sell shares and then sells the total share amount on the open market. Brokerage commission, transaction fees, and any applicable taxes will be deducted from the sale proceeds. Following termination of your participation, all dividends payable thereafter on shares of Fortune Brands Common Stock for which you are the record owner will be sent directly to you.

Your participation in the Plan may be terminated by the Plan Administrator if you do not have at least one full share registered in your name or in your Plan account.

In connection with each meeting of the Company's stockholders of which the Company solicits proxies, the Company will solicit proxies from each Plan participant with respect to shares of Fortune Brands Common Stock held through the Plan. The Company will cause any shares held for a participant's account to be voted in accordance with the proxy, if any, returned by the participant to the Plan Administrator before the meeting to which the proxy relates. No shares held for a participant under the Plan will be voted if the Plan Administrator has not received an executed proxy from the participant.

Concurrently with or at any time after your properly completed authorization form has been received by the Plan Administrator, you may send share certificates for Fortune Brands Common Stock that you currently hold to the Plan Administrator for safekeeping. The shares will be credited to your account under the Plan and will be treated in the same manner as shares purchased through the Plan. Shares deposited for safekeeping may be withdrawn by you at any time. You may request that a Direct Registration statement or a certificate be delivered to you or that the shares be sold or transferred through the Plan.

Because you bear the risk of loss when sending stock certificates through the mail we suggest that you send them registered insured for at least 2% of the current market value. Please do not endorse certificates.

You may transfer shares held for you in the Plan by sending to the Plan Administrator the same documentation necessary for the transfer of certificate shares. In addition, however, if the new owner wishes to maintain the shares in the Plan, the new owner must first complete a Plan authorization form if the new owner is not already a Plan participant. Unless otherwise directed on the authorization form, the credited account will automatically be enrolled in the Plan with all dividends reinvested.

If you request to transfer all shares in your account between a dividend record date and payable date, your transfer request will be processed. However, your account will not be terminated. You may receive additional dividend reinvestment shares which will require you to submit a written request to transfer the additional shares.

The Company will pay brokerage commissions and any service charges associated with purchases by participants in the Plan. If you withdraw shares or terminate your participation in the Plan and request that your shares be sold, brokerage commissions, transaction fees, and any applicable taxes will be deducted from the proceeds of sale that are remitted to you.

At the end of each year, the Plan Administrator will send a statement to you that will indicate the amount of your dividend income and the amount of brokerage commissions paid (additional income) for you by the Company. The brokerage commissions should be included in your gross income as dividend income for federal tax purposes and can be included in the cost basis of your stock. If you are subject to income tax withholding on dividends, only the net amount will be eligible to be reinvested under the Plan. If you direct that your shares be sold, the Plan Administrator will send you the applicable tax return information form relating to the sale. You should consult your tax advisor for current tax reporting requirements, including state and local tax reporting requirements.

1. In connection with the Stock Accumulation Plan (the "Plan") for stockholders of Common Stock of Fortune Brands, Inc. (the "Company"), Wells Fargo Shareowner Services (the "Plan Administrator") will:
   
   
   1. accept all dividends and other distributions that participants have elected to invest and optional cash investments in the purchase of shares of Common Stock of Fortune Brands for the participants' accounts. Purchases will be made on the open market either on securities exchanges, in the over-the-counter market or in negotiated transactions. Such purchases may be made in such manner and will be on such terms as to price, delivery and otherwise as may be determined by the Plan Administrator in its sole discretion. No shares will be purchased from the Company or any of its affiliates. The Plan Administrator will commingle participants' funds, and except where restricted under applicable securities laws, will be obligated to invest such funds in Fortune Brands Common Stock as promptly as practicable after receipt, and in no event later than 30 days after receipt. The price at which the Plan Administrator will be deemed to have acquired shares for the participants' accounts will be the weighted average price of all shares purchased by the Plan Administrator with the proceeds of a single dividend together with any optional cash investments being concurrently invested or, in the case of investment of optional cash investments only, the weighted average price of all shares purchased with optional cash investments then being invested. No interest will be paid on funds pending investment;
      
      
   2. whole shares purchased unless the participant so requests in writing. No Direct Registration or certificate for fractional shares will be issued;
      
      
   3. maintain book-entry records of ownership of shares of Fortune Brands Common Stock by Plan participants; and
      
      
   4. cause any shares held for a participant's account to be voted in accordance with the proxy, if any, returned by the participant to the Plan Administrator before the meeting to which the proxy relates. No shares held for a participant under the Plan will be voted if the Plan Administrator has not received an executed proxy from the participant.
   
   
   
2. A participant may withdraw some or all of the shares held through the Plan or terminate participation at any time by giving notice to the Plan Administrator. For certain types of accounts, you may be required to submit a withdrawal request in writing. Upon a withdrawal of shares or termination of participation in the Plan, the Plan Administrator will, at the participant's election, either (a) send to the participant a certificate representing all, or, in the case of a partial withdrawal, a specified number, of the full shares of Fortune Brands Common Stock credited to the participant's account under the Plan, or (b) send to the participant a Direct Registration statement showing the credit of all, or in the case of a partial withdrawal, a specified number, of the full shares of Fortune Brands Common Stock credited to the participant's account under the Plan, or (c) sell such shares, in which event the Plan Administrator will deliver the proceeds from the sale, less brokerage commissions, transaction fees, and any applicable taxes. If the participant has not indicated whether the participant wishes to receive a certificate or credit their Direct Registration position or have shares sold, the Plan Administrator will issue a Direct Registration statement for the whole shares and sell any fractional shares.
   
   On a daily basis the Plan Administrator will conduct sales of shares for which notice of withdrawal or termination has become effective. In every case of withdrawal of all shares held through the Plan or termination, a check will be issued to the participant in lieu of any fractional share based on the market price of whole shares sold for participants on the next date that shares of Fortune Brands Common Stock are sold for Plan participants. Brokerage commission, transaction fees, and applicable taxes will be deducted from the sale proceeds. All dividends with respect to shares for which certificates are requested that are payable after receipt of the participant's notice of termination will be sent directly to the former participant.
   
   When selling you should be aware that the share price of Common Stock may fall or rise during the period between a request for sale, its receipt by the Plan Administrator, and the ultimate sale in the open market. The Plan Administrator will not be liable for any claim arising out of failure to sell stock on a certain date or at a specific price. You should evaluate these possibilities while deciding whether and when to sell any shares through the Plan. The price risk will be borne solely by you.
   
   If submitting a request to sell all or part of your shares, and you are requesting net proceeds to be automatically deposited to a bank checking or savings account, you must provide a voided blank check for a checking account or blank savings deposit slip for a savings account. If you are unable to provide a voided check or deposit slip, your written request must have your signature(s) medallion guaranteed by an eligible financial institution for direct deposit. Requests for automatic deposit of sale proceeds that do not provide the required documentation will not be honored and a check for the net proceeds will be issued.
   
   
3. Any stock dividends or split shares distributed by Fortune Brands on shares held for a participant under the Plan will be credited by the Plan Administrator to the participant's account. Transaction processing may be curtailed or suspended until the completion of such distributions. If Fortune Brands distributes to its stockholders rights to purchase additional shares, debentures or other securities, which rights are transferable separately from the Common Stock, the Plan Administrator will (a) sell the rights received for the participant's account, (b) invest the net proceeds in Fortune Brands Common Stock prior to or with the next investment under the Plan and (c) credit the participant's account accordingly. A participant may receive directly any such rights by delivering to the Plan Administrator, at least two weeks prior to the rights offering record date, a written request that certificates for such shares be sent directly to the participant. Notwithstanding the foregoing, if the Company's Preferred Share Purchase Rights become separately transferable in accordance with their terms, rights certificates for the Preferred Share Purchase Rights will be issued to Plan participants and Plan participants will be sent those certificates. If payments in lieu of fractional Preferred Share Purchase rights are received or if the Preferred Share Purchase Rights are redeemed, those payments will be forwarded to the Plan participants.
   
   
4. Shares held under the Plan may be transferred or assigned at any time by providing written notification to the Plan Administrator. The requirements for transfer or assignment of shares will be the same as the requirements for transfer or assignment of certificate shares. However, in addition, if the transferees and assignees wish to maintain the shares in the Plan, they must complete a Plan authorization form if they are not already Plan participants.
   
   
5. Participants may, at any time, use the Plan's safekeeping feature to deposit any Company Common Stock certificates in their possession with the Plan Administrator. Shares deposited will be credited to the participant's account under the Plan. Thereafter, such shares will be treated in the same manner as shares purchased through the Plan.
   
   
6. In administering the Plan, neither Fortune Brands, the Plan Administrator nor any broker/dealer selected by the Plan Administrator to execute purchases and sales on behalf of Plan participants is liable for any good faith act or omission to act, including but not limited to any claim of liability (a) arising out of the failure to terminate a participant's account upon such participant's death prior to receipt of a notice in writing of such death, (b) with respect to the prices or times at which shares are purchased or sold, or (c) as to the value of the shares acquired for participants.
   
   

The Plan Administrator is acting solely as agent of Fortune Brands and owes no duties, fiduciary or otherwise, to any other person by reason of this Plan, and no implied duties, fiduciary or otherwise, shall be read into this Plan.

The Plan Administrator undertakes to perform such duties and only such duties as are expressly set forth herein, to be performed by it, and no implied covenants or obligations shall be read into this Plan against the Plan Administrator or Fortune Brands.

In the absence of negligence or willful misconduct on its part, the Plan Administrator, whether acting directly or through agents or attorneys, shall not be liable for any action taken, suffered, or omitted or for any error of judgment made by it in the performance of its duties hereunder. In no event shall the Plan Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profit), even if the Plan Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

The Plan Administrator shall: (a) not be required to and shall make no representations and have no responsibilities as to the validity, accuracy, value or genuineness of any signatures or endorsements, other than its own; and (b) not be obligated to take any legal action hereunder that might, in its judgment, involve any expense or liability, unless it has been furnished with reasonable indemnity.

The Plan Administrator shall not be responsible or liable for any failure or delay in the performance of its obligations under this Plan arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental actions; it being understood that the Plan Administrator shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

The Plan Administrator is authorized to choose a broker/dealer, including an affiliated broker/dealer, at its sole discretion to facilitate purchases and sales of Common Stock by Plan participants. The Plan Administrator will furnish the name of the registered broker/dealer, including any affiliated broker/dealer, utilized in share transactions within a reasonable time upon written request from the participant.

7. The Company may amend or terminate the Plan at any time. The Company will mail notice of any such amendment or termination to each participant prior to the effective date of the amendment or termination.
   
   
8. The terms and conditions of the Plan shall be governed by the laws of the state of Minnesota.

The Plan is administered by Wells Fargo Shareowner Services. All communications concerning the Plan should be directed to:

By U.S. Mail

Wells Fargo Shareowner Services
P.O. Box 64856
St. Paul, MN 55164-0856

By Courier Service

Wells Fargo Shareowner Services
161 N. Concord Exchange
South St. Paul, MN 55075-1139

Fax:    651-450-4085