Item 3.03 Material Modification to Rights of Security Holders.

On November 20, 2012, Beam Inc. (the "Company") completed the previously announced redemption of all outstanding shares of the Company's $2.67 Convertible Preferred Stock that had not been converted in accordance with their terms into shares of common stock of the Company. As a result of such redemption, there are no longer any issued and outstanding shares of $2.67 Convertible Preferred Stock of the Company. On November 21, 2012, the Company filed with the Delaware Secretary of State a Certificate of Retirement of $2.67 Convertible Preferred Stock to eliminate from its Restated Certificate of Incorporation all references to the $2.67 Convertible Preferred Stock.

The Company also filed on November 21, 2012 with the Delaware Secretary of State a Certificate of Elimination of the Company's Series A Junior Participating Preferred Stock. No shares of Series A Junior Participating Preferred Stock were then outstanding. As a result of the filing of the Certificate of Elimination, all references to the Series A Junior Participating Preferred Stock were eliminated from the Company's Restated Certificate of Incorporation.

In addition, on November 21, 2012, the Company filed a Restated Certificate of Incorporation with the Delaware Secretary of State which removes references to the $2.67 Convertible Preferred Stock and the Series A Junior Participating Preferred Stock.

A copy of the Certificate of Retirement of $2.67 Convertible Preferred Stock, the Certificate of Elimination of Series A Junior Participating Preferred Stock and the Restated Certificate of Incorporation are attached hereto as Exhibits 3.1, 3.2 and 3.3, respectively, and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth under Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1 Certificate of Retirement of $2.67 Convertible Preferred Stock of Beam Inc.

3.2 Certificate of Elimination of Series A Junior Participating Preferred Stock of Beam Inc.

3.3 Restated Certificate of Incorporation of Beam Inc.

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