Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On March 13, 2009, the Board of Directors of Fortune Brands, Inc. ("Fortune Brands" or the "Company") approved an amendment to the Fortune Brands, Inc. 2007 Long-Term Incentive Plan (the "Plan"), a copy of which is filed as Exhibit 10.1 to this report and incorporated by reference herein. The Plan was amended to change the minimum performance period for awards issued under the Plan from two years to one year. The Plan covers executive officers including Messrs. Bruce A. Carbonari, Mark Hausberg, Christopher J. Klein, Craig P. Omtvedt and Mark A. Roche and other eligible employees.

On March 14, 2009, the Compensation and Stock Option Committee of the Board of Directors of Fortune Brands, Inc. (the "Committee") approved shifting to annual performance goals during the 2009-2011 performance period that will replace the three-year performance goals previously established for the entire 2009-2011 performance period. The Committee also set the 2009 performance share award goals, which are certain levels of earnings per share (EPS) growth and return on invested capital (ROIC). Performance share awards will continue to be based on EPS and ROIC performance over the three-year period; however, separate goals for each year in the performance period will be set at the beginning of the year.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Second Amendment to the Fortune Brands, Inc. 2007 Long-Term Incentive Plan.

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