FORTUNE BRANDS INC
AMENDMENT TO AGREEMENT
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<TYPE>EX-10.A1
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<FILENAME>c77041exv10wa1.txt
<DESCRIPTION>AMENDMENT TO AGREEMENT
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                                                                    EXHIBIT 10a1



                                               January 1, 2003

Mr. Norman H. Wesley
225 W. Westminster Road
Lake Forest, Illinois  60045

Dear Mr. Wesley:

         Reference is made to the agreement dated January 1, 1999, as amended,
between Fortune Brands, Inc. (the "Company") and you covering the Company's
obligation to make certain payments and provide certain benefits in the event of
a termination of your employment following a change in control of the Company
(the "Agreement"). In order to change the circumstances under which you may be
terminated by the Company for cause without obtaining the benefits of this
Agreement and to change certain references to terms used in the revised Fortune
Brands Pension Plan, it is hereby agreed that the Agreement is amended as
follows:

         1. The definition of cause in Section 1(b) is amended in its entirety
as follows:

                  (b) Cause. You may be terminated for Cause if (i) you engage
         in specified misconduct and (ii) we comply with certain procedural
         requirements.

                           (i) Specified Misconduct. To be terminated for Cause,
                  you must either

                                  (A)  engage in act(s) of dishonesty
                                       constituting a felony; or

                                  (B)  willfully and continually fail
                                       substantially to perform your duties as
                                       an officer of the Company as those duties
                                       exist at the time of a change in control.

                                  You cannot be terminated for Cause, however,
                                  if your act(s) or failure

                                  (C)  was done as a result of your bad judgment
                                       or negligence or your good faith belief
                                       that the act(s) or failure to act was not
                                       opposed to the interests of the Company;

                                  (D)  meets the applicable standard of conduct
                                       for indemnification or reimbursement or
                                       payment of expenses under our By-laws,
                                       laws of the state of our incorporation or
                                       directors' and officers' liability
                                       insurance, as in effect at the time of
                                       the act(s) or failure to act; or

                                  (E)  in the case of failure to perform duties
                                       only, results from your incapacity due to
                                       physical or mental illness.

                           (ii) Procedural Requirements. We may not terminate
                  you for Cause unless we comply with the following procedural
                  requirements:


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                                  (A)  Termination for Cause due to failure
                                       substantially to perform duties. Before
                                       we may terminate you for willfully and
                                       continually failing substantially to
                                       perform your duties as an officer of the
                                       Company, our Board of Directors must
                                       deliver a demand for substantial
                                       performance which specifically identifies
                                       the manner in which our Board believes
                                       that you have not substantially performed
                                       your duties and you must be given a
                                       reasonable time after such demand to
                                       perform your duties.

                                  (B)  Any termination for Cause. Before we may
                                       terminate you for Cause

                                       (1)  our Board of Directors must hold a
                                            meeting for the purpose of
                                            determining whether you should be
                                            terminated for Cause;

                                       (2)  you must receive reasonable notice
                                            in advance of the Board meeting with
                                            an opportunity for you and your
                                            representative to be heard before
                                            the Board;

                                       (3)  three-quarters of our entire Board
                                            of Directors must affirmatively
                                            resolve in good faith to terminate
                                            you for Cause; and

                                       (4)  you must receive a copy of the Board
                                            resolution setting forth the
                                            particulars of the for Cause
                                            termination and a notice of
                                            termination.

         2. Section 2(d) is amended by changing references from "Actual
Earnings" to "Compensation" and from "Retirement Plan for Employees and Former
Employees of Fortune Brands, Inc." to "Fortune Brands Pension Plan".

         3. Section 2(e) is amended by changing "Defined Contribution Plan of
Fortune Brands, Inc. and Participating Operating Companies" to "Fortune Brands
Retirement Savings Plan".

         Except as amended hereby, all provisions of the Agreement remain in
full force and effect.

                                             Sincerely,

                                             FORTUNE BRANDS, INC.


                                             By: /s/ Mark A. Roche
                                                ----------------------


Accepted this 3rd day of February, 2003.


       /s/ Norman H. Wesley
-------------------------------------
           Norman H. Wesley



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