UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549-3010

April 7, 2009

Kenneth Steiner

Re: Fortune Brands, Inc.Incoming letter dated Februar 16, 2009

Dear Mr. Steiner:

This is in response to a letter submitted by John Chevedden datedFebruar 16,2009 concerning the shareholder proposal you submitted to Fortune Brands.On February 12,2009, we issued our response expressing our informal view thatFortune Brands could exclude the proposal from its proxy materials for its upcomingannual meeting.

We received the letter after we issued our response. After reviewing theinformation contained in the letter, we find no basis to reconsider our position.

Sincerely,

Heather L. MaplesSenior Special Counsel

cc: Lauren S. Tashma

Vice President and Associate General CounselFortune Brands, Inc.520 Lake Cook RoadDeerfield, IL 60015-5611

*** FISMA & OMB Memorandum M-07-16 ***

JOHN CHEVEDDEN

Februar i 6, 2009

Offce of Chief Counsel

Division of Corporation FinanceSecurities and Exchage Commssioni 00 F Street, NEWashington, DC 20549

# 2 Fortne Brands, Ine. (FO)

Rule 14a-8 Proposal by Kenneth SteinerSpecial Shareholder Meetings

Ladies and Gentlemen:

. This fuer respnds to the December 22, 2008 no action request.

The following precedents were in regard to rue 14a-8 proposals with the same key resolved textas ths proposal:

Allegheny Energy. Inc. (Janua 15,2009)Ban of America Corporation (Febru 3, 2009)

Baker Hugheslnc. (Janua 16,2009)Burlington Northern Santa Fe Corpration (Januar 12,2009)Home Depot (Janua 21, 2009)Honeywell International Inc. (Januar 15,2009)Morgan Staney (Februar 4,2009)AT&T (Januar 28, 2009)Verizon Communications Inc. (Febru 2, 2009)

Wyeth (Januar 28, 2009)

It is requested that the staffmd that ths resolution canot be omitted from the company proxy.It is also respectfly requested that the shareholder have the las opportty to submit materialin support of including this proposal - since the company had the first opportty.

Sincerely,

~ ~~c .,,.

John Chevedden

cc:Kenneth Steiner

Mark A. Roche ..mark.roche~fortebrands.com;:

*** FISMA & OMB Memorandum M-07-16 *** *** FISMA & OMB Memorandum M-07-16 ***

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 2054-3010(i..DMSION OF

CORPORATION FINANCE

Febru 12, 2009

Lauren S. Tashm Vice President and Associate General Counel Forte Brands, Inc.

520 Lake Cook Road Deerfield, IL 60015-5611

Re: Forte Brands, Inc.

Incoming letter dat December 22, 2008

Dear Ms. Tashma:

Ths is in response to your letter dated December 22, 2008 concerng the shareholder proposal submittd to Forte Brands by Kenneth Steiner. We also have

received a letter on the proponent's behalf dated Janua 10, 2009. Our response is atthed to the enclosed photocopy of your correspondence. By doing ths, we avoid

having to recite or sumarze the facts set fort in the correspondence. Copies of all of the correspondence also will be proVided to the proponent. .

In connecti~n with ths mattr, your attntion is directed to the enclosure, whi~h

sets fort a brief discussion of the Division's inormal procedures regardig shareholder proposas.

Sincerly,

Heather L. Maples Senior Special Counel

. Enclosures

cc: Kennet Steiner

.** FI8MA & OMS Memorandum M-07-16 .**

Februar 12,2009

Response of the Offce of Chief Counsel Division of Corporation Finance

Re: Forte Brands, Inc.

Incoming letter dated December 22, 2008

The proposal relates to special meetigs.

There appear to be some basis for your view that Forte Brands may exclude the proposal under rue 14a-8(f). Rile 14~-8(b) requies a proponent to provide a wrttn statement tht the proponent intends to hold its company stock though the date of the shareholder meetig. It appear tht the proponent did not respond to Forte Brads' request for ths statement. Accordingly, we will not recommend enforcement action to

. the Commssion if Forte Brands omits the proposal from its proxy materials in reliance on rues 14a-8(b) and 14a-8(f). In reachig ths position, we have not found it necessar to address the alternative bases for omission upon which Forte Brands relies.

Sincerelv.

Damon Colbert Attorney-Adviser

DIVISION OF CORPORATION FINANCE INFORMAL PROCEDURES REGARING SHARHOLDER PROPOSALS

The Division òf Corporation Finance believes that its responsibility with respect to matters arsing under Rule 14a-8 (17 CFR240.14a-8), as with other matter under the proxyrules, is to aid those who must comply with the rule by offering inormal advice and suggestions and to determne, initially, whether or not it may be appropriate ina parcular matter to

. recommend enforcement action to the CoInission. In connection with a sharehoider proposal under Rule 14a-8, the Division's staf considers the information fushed to it by the Company in support of its intention to exclude the proposals from the Companý's proxy materials, as well as any information fushed by the proponent or the proponent's representative.

Although Rule 14a-8(k) does not require any communcatioiisftom sharholder to the Commssion's staff, the stafwil always consider inormation concerng alleged violations of the statutes admnistered by the. Commission, including arguent as to whether or not activities proposed to be taken would be violative of the statute or rule involved. The receipt by the staf of such inforiation, however, should not be consed as changig the staffs inormal procedures and proxy review into a formal or adversar procedure.

It is important to note that the staffs and Commission's no-action responses to Rule 14a-8u) submissions reflect on1ý informal views. The determations reached in these no-action letters do not and canot adjudicate the merits of a company's position with respect to the proposaL. Only. a cour such as a U.S. Distrct Cour can decide whether a company is obligated to include shareholder proposals in its proxy materials. Accordigly a discretionar dètermination riot to recommend or take Commssion enforcement action, does not preclude a proponent, or any shareholder of a compaiy, from puruig any rights he or she may have aga the company in cour, should the management omit the proposal from the company's proxy materal.

JOHN CHEVEDDEN ... FISMA & OMS Memorandum M-07-16 ...

.** FISMA & OMS Memorandum M-07-16 ***

Janua 10,2009

Offce of Chief Counel Division of Corpraton Fince Secties and Exchage Commssion 100 F Stree NE Washigtn, PC 20549

# i Fortune Brands Ine. (FO) Rule 14a-8 Proposa by Kenneth Steiner Speeia Shareholder Meetigs .

Ladies and Gentlemen;

Ths resonds to th compay Decebe 22, 2008 no action reque regarg this rue 14a-8 proposa by Kenneth Steiner.

In regard to the company (b) and (f) objections the company provided the tiely Decber i,

2008 broker lettr as its own exhbit and confed tht it wa actale in the below Deber 1, 2008 email message. Plus the company confed th "An ema message from (John CheveddenJ will suce" for "confation that Mr. Ross intends to own the shes thoug the anua meeti" acordig to the Decebe i, 2008 company message below.

Plus the company provided no vercation th it November 17, 2008 lettr wa recived by

anyone.

The company provided thes emal messages as its own exhbits - but not in ths order (emphais added): ----- Forwarded Message From: "Roche, Mark" ~mark.roehe~fortunebrands.com~ Date: Mon, 1 Dee 2008 12:30:04 -0500 To: olmstecl* FISMA & OMS Memorandum M-07-16 ...

Subject: RE: Rule 14a-8 Broker Lettr (FO) SPM

Mr. Chevedden,

Mr. Steiner did not authorize us to communicae with him through you, sowe sent the letter directly to him requesting proof of share ownerhip and intent to retain the shares through our annual meeting.

Thank you for you communication with respect to Mr. Rossi's proposl. The broker letter is suffcient to show ownership, but we would like

. confirmation that Mr. Rosi intends to own the share through the annual meeting. An email mesage frm you will sufce.

I hope you had a happy Thanksgiving.

---- Forwrded Message From: ... FISMA & OMS Memorandum M-07-16.**

Date: Tue, 02 Dec 2008 19:42:26 ~0800 To: "Roche, Mark" -:mark.roche(gfortunebrands.com:: Subject: Rule 14a-8 Broker letter (FO) SPM

Mr. Roche, I just spoke to Mr. Steiner and he said he had not reeived anyting from -the company. Thank you. John Chevedden

----- Forwarded Message From: ... FISMA & OMS Memorandum M-07-16 ...

Date: Thu, 11 Dec 2008 17:12:34 -0800 To: "Roche, Mark" -:mark.roche(gfortunebrands.com::

Subject: Rule 14a-8 Proposal (FO) Kenneth Steiner

Mr. Roche, Mr. Kenneth Steiner intends to hold his stck past the date of the

annual meeting. Please adise in one busines day whether there is any furterrule 14a reuirement Sincerely, John Chevedden

This resonds to the additiona company Decembe 22, 2008 no action request objecons regardig ths nie i 4a-8 proposa by Kennet Steinr wi the followig text (emphas aded):

Special Shareowner Meetings RESOLVED, Shareowners ask our board to take the steps necessry to amend our bylaws and each appropriate governing document to give holder of 10% of our outstanding common stock (or the lowest percentage allowed by law above 10%) the power to call special shareowner meetings. This includes that such bylaw and/orcharter text wil not have any exception or exclusion conditions (to the fullest extnt permitted by state law) that apply only to shareowners but not to management and/or the board.

Statement of Kenneth Steiner Special meetings allow shareowers to vote on importnt matters, such as electng new directors, that can arise between annual meeings. If shareowners cannot call special meetings, management may becme insulated and investor returns may sufer.

This propoal topic won impreive support at the following companies (baed on 2008 yes and no votes):

Occidental Petrleum (OXY 66% Emil Rossi (Sponsor)FirstEnergy Corp. (FE) 67% Chri Rosi Marathon Oil (MRO) 69% Nick Rossi

The proposa is intery consstent. The fi setence of the proposa would empower eac

shaeholder, without exception or exclusion, to be par of i 0% of shareholders (actig in the

caacity of shaeholders only) able to ca a speial meetg. Ths setence does not exclude any shareholder from bein pa of the i 0010 of shholders. The fac tht thre is no exclusion of

even a single shareholder - contrdicts the core company "exclusion" argument The company has not naed one sheholder who would be excluded.

Th rue 14a-8 proposa does not seek to plac limts on manement and/or the board when

membes of the manement and/or the board act exclusively in the capacity of individua sheholders. For instce ths proposa does not sek to compel a member of maement and/or the board to vote their shaes with or agt the proxy position of the entie board on ballot items or to reqe diecors to buy stock.

The company's speatve misinterpretation of the proposal appeas to be basd on a fal premse tht the overwhelmg purose of shaeholder proposas is only to as the invidua board members to tae action in their lited capacity as private sheholde. To the contr most, if not alL, rue i 4a-8 proposas ask the board to act in its capaity as the board

The company has not produced evidence of any rue. i 4a-8 shaeholde proposa to back up its speulatve misinteretations in which board members were asked to tae acon on thei own

and only in thei lite caacity as prvate shareholders. . And the company ha not produed

any evidence of a shaeholder proposa with the purse of rect rights of the diectrs when they act as privat shaeholders. The company apparently dr its no action reque bas

on a belief that the key to wrti ano acton req is to produce a numbe of highy speculative or spculative meags for the resolved sttements of rue 14a-8 proposals.

The company does not explain why it does not alteatively back up its (i)(2) objection by requestng that the second setence of the reslved sttement bè omitted

The company objecton is confd becaus it creates the false assupton th the resolved statement of sheholder proposals on esblished topics, such as declasifg the board, are

pricipaly dicted to the members of the board in their capacity as invidu shareholde.

Thus the well-eslished 2008 Invace Corpraton ty proposal in the nex paagh, tht was vote at the 2008 Invacare an meetng (and all simar estblished proposa topics), could be excluded hencefort usin the sae compy no acon request conjectu. Specificaly, though a claim tht th Invace proposa and proposas like it are in rety asng the board to declassif th board and yet are only calig for the board to áct in the capacity of individua sheholders to delasfy th board (and invidua sheholder have no power to

declasify the boad).

"BE IT RESOL VEDI that the stocholders of Invacare Corporation request that the Board of Directors take the necessary steps to declassif the Board of Directors and establish annual elections of directors, whereby directors would be elected annually and not by classes. This policy would. take effect immediately, and be applicable to the re­election of any incumbent director whose term.. under the current classified system, subsequently expire."

Shareholders should not be denied the opportty to vote on ths topic in 2009. The followig

resolved text which wa exclude in 2008 at some companes, nonetheless reeived 39% to 48%

support at five major compes in 2008: RESOLVED, Special Shareholder Meetings, Shareholders ask our board to amend our

bylaws and any other appropriate governing documents in order that there is no restriction on the shareholder riht to call a special meeting, compared to the stndard allowed by applicable law on callng a special meeting.

Apparently 3901c to 48% of the sheholders (bas on yes and no vote) at these companes were not confd on the imedately above text on ths topic:

Home Depot (l) 39%Sprint Nextel (8) 40%Allst (ALL) 43% Ban of Amerca (BAC) 44% CVS Caemrk (CVS) 48%

The above votig results ar evidence of the importce of th topic to sheholders and given ths level of importce - shareholder should not be deed the opportty to vote on ths topic in 2009.

The company (i)(6) objection appear to be dependent on unquaifed aceptance of its (i)(2)objecton which is ba on the false thory that rue 14a-8 proposas tyicaly reque tht boad members tae acon as prvate shaeholders.

The outside opinon also appear to be to be dependet on unquaed acceptace of the company's (i)(2) objection.

For thes rea it is reuest tht the stfind that ths resolution canot be omittd from th

company proxy. It is also respectfly requestd th the shaeholder have the las opportty to

submit material in support of includi ths proposa- since the company had the fist opportty.

Sincerely,

..-­~ cc: Kennet Steiner

Mar A. Roche .cink.roche~fortebrands.com;:

Lauren S. Tøs1ima

Vicc President and Associalc Gcneml Cotinsel.

FORJUNE BR.ANDS

Deembr 22, 2008

BY EMAL AN FEDERAL EXPRESS U.S. Seurties and Exchage Commission Division of Corpration Fince Ofce of Chief Counsel 100 F Street, N.E. Wason, D.C. 20S49 sharolderproposa~ec.gov

Re: FDrtune Brands, Inc.; Commion FH No. 1-9076

£X/MiD" oj Shareholder Proposal PlluanJ to Rules 14a-8(b). 14a­8(1, 14a-8(i)(2) and 14a-8(i)(6)

Ladies and Gentlemen:

Ths lettr and its attcluents are submitted by Forte Brads, Inc., a Delawa corpraon ("Forte Bras" or th "Company) to th sta of the Divison of . Coiporaon Fine (the "Sta') not fewer th 80 days before Fortne Brans intends to file its 2009 proxy sttement and form of proxy (together, the "2009 Proxy Materials'') 'with th Seurties and Exchange Commssion (the "Commsson''). . The Company

repectflly requests th confrmation of the Staff tht it will not recommen any enforcement action to the Commission if'te Compan excludes the attched stockolder proposa (the "Proposal") from the 2009 Proxy Maers pursuant to (i) Rules 14a-8(b) and 14a-8(t) on the basis tht the Proponent did not adequately correct th deficienies

identied by the Company within 14 days by failin to include hi own wrttn stateen tht he intends to continue to hold hi Compay shars thug the dat of the Company's 2009 anua meetng of stckholders (the "2009 Anua Meeting"), (ii) Rue 14a-8(iX2) on the basis tht, if implemented, the Proposal would caus the Compy to violate Delaware law, and (ii) Rule 14a-S(i)(6) on th bass that the COmpany lack the power and authrity to implement the Proposal.

As required by Rule 14a-8(j), six copies of th letter and all attchments ar

be set to the Commission. Also, as require by Rule 14a-8(j), a complete copy of ths submssion is being provided contemporaneousy hereth to Mr. Kennth Steiner

(th "Proponent'), th stockholder who submitt th Proposa.

The Compay intends to file its 2009 Proxy Marials on or about Mah i 3, 2009. The 2009 Anual Meetng is scheduled to be held on Aprl 28, 2009. Forte

Foi'l1tlr Rimii/s. hic., 520 l.ake CtJOft nflan, Deeifield, 11. 600/J-56/1 Tel; 847.484.4400

Brads received the stockholder proposal (th "Proposalj frm the Prponent on

November 1 0, 2008. A copy of the Proposal is attched as Exhibit A. The Proponent submitted th Proposal for inclusion in Forte Bras' 2009 Proxy Materials for the 2009 Anual Meetig.

I. Baekgound

The Prposal wa submitte to th Compay on Novembe 10,2008 vi an emai forwared to the Company by John Chevedde. The Propo did not contan a cover lettr, included only the posta address of the Proponet and liste no othr mean of contaCt the Proponent. The Proposal sttes as follows:

"RESOLVED, Shaeowners ask our board to tae the step necessar to amend our bylaws aD eah appropriate governng document to give holder of i 0% of our

outsanding common stock (or the lowest petae allowe by law above i 0%) the power to cal spial

shaeowner meetings. (emphasis added) This includes that such bylawanor char text will not have any exception or exclusion conditions (to th fules extent permtt by state law) that apply only to shaowners but not to maagemrit and/or the board." .

Th Proponent did not inlude with ,the Proposa evidence demonstring

satisfaction of the ownership requirents of Rule 14a.8(b), nor did he include a stateent th he inended to hold his Copany sh thrugh the date of the 2009 Anua Meeting. Accrdingly, the Compay sought verification frm the Proponet of his eligibilty to submit the Prposal. On November 17, 2008 the Compay set a deficiency notice to the Proponent via U.S. cerfied mal to the post addr indicate in th Prposal (the "Deficiency Notce"). The Defciency Notice was set within 14

caendar days of the Compay's recipt of the Proposal. Th Deficiency Notice notified the Prponent of the reuireent of Rule 14a-8(b) and how the Proponent could cur the

proceur deficiencies. A copy of the Deficiency Notice is atthed heret as Exbit B. The Defciency Notice state~ th the Proponent has not complied with Rule i 4a-8(b)

uner the Exchange Act by the falure to submit documenta evidence to establih (i) tht he is the beeficial owner of at leat $2,000 in maket value, or 1 %, of the

outsding common stok of the Compay; and (ii) that as of Novembe 10,2008, he ha held such common stck continuously for at leas one yea. Furer, the'Deficiency Notice aler the Proponent to the fact that he had nòt provided a writt sttement th

he intends to contiue to hold his common stok thug the dae of the 2009 Atua Meeting. A copy of Rule 14a-8(b) was atched to asist the Proponent in complyig with th requirements and corrcting the deficiencies.

Fortune Braruls, bie., 520 Lake Cook Road, Deerfield, IL 60015.5611 Tel; 847.484.4400

Accordin to United State Postal Serice trking reords, deliver of the

Deficiency Notice to the address spcifed in the Proposal was attempte on November 20, 2008 at 4:12 P.M. A notice was left at the addres stg that the leter could be

reelivered or picked up at the post offce. A copy of the tracking record is atthed hereto as Exhibit C. To date, post offce records indicae tht the letter ha not ben retreved by the Proponent frm the post offce.

On November 28, 2008, the Company received an electronic communicaion fr Mr. Cheved inquir as to whether the Compay waives the broker lett on th Proponent's Proposal or show the Prponent as the rerd holder. On December I, 2008, th Compay responded to Mr. Chevedden that the Proponent ha not authorize the Company to communcate though hi and as such, the Deficiency Notice had been set dily to the Proponent. A coy or all corrondence.beee the Company an Mr. Chevedden is athed hereto as Exhbit D. That sae day; Mr. Chevedden deliver to

the Compay a letter frm DJF Discout Brokers with resp to the Prponent's ownersrup of securties. A copy of the letter is attched hereto as Exhibit E. In hi email, Mr. Chevedden ased whether any fuer stock verification was reuired. On Decembe 2, 2008, the Company again informed Mr. Chevedden by email th the Proponet's

prposal did not include a stament tht he intends to own the shas tlug th anual.meeting or tht we may communcate with the Proponent though Mr. Chevedde. On Dember 3. 2008, in reponse to a request frm Mr. Chevedden, the Company forwded a copy of the Deficiency Notice to Mr. Chevedde On Decembe II, 2008, Mr. Chevedden responded to the Company by email stting tht the Proponet intes to

hold his stck pat the da of the anua meeting. To date, the Compay has not had any . communcation with the Proponent, and the Prponent stll bas not submitted hi own

wrtten statement th he intends to hold the securties thoug the date of the 2009 Anual Meeng.

II. The Proposal May Be Excluded under Rule 14a-8(b) and Rule 14a~(f) Because the Proponent Failed to Establish the Requiite EligiiUty to Submit the Proposal.

Th Compy may exclude. the Proposal unr Rule 14a-8(f) becaus the Proponent did not substtiat his eligibilty to submit the Proal under Rule 14a-8(b). Sta Leg Bulletn No. 14 ("SLB 14") specifes th the shareholder "is responsible for provig his or her eligibilty to submit a propol to the copay," which th shholder may do by complying with th procedes set fort in Rule I4a-8(b)(2). See Section C.1.e, SLB 14 (July 13,2001). Among tli requirements of Rule 14a-8(b)(2) is a wrttstment by the sheholder that he intends to contiue to hold the securties thugh th da of the meting of the shaolders. Secton C.I.d of SLB i 4 staes th ''te shholder mus provide this wrtt stement (that he or she intends to conti holding the securties thugh the dat of th sheholder meetng) regardles of the 'method the shareholder use to prove tht he or she continuously oWn the securties for a perod of one yea as of the tie the shaholder submits the prposa."

Frn"lflnt. ßranll$, Inç.. $20 Lake Coole Road. Deerfield, IL 60015-5611 Tel: 847-484-4400

On numerous occasions th Staf has taen a no-action position concerning a company's omission of shareholder proposa bas on a proponent's falur to provide

satisfactory evidence of eligibilty under Rule 14a-8(b) and Rule 14a-8(t)l). See, e.g.. Washingn Mutu, Inc. (Dc. 31, 2007); General Motors Corp. (Apr. 5. 2007); Yah, Inc. (M. 29, 2007); CSK Auto Corp. (Jan. 29, 2007); Motorola Ine. (Jan. 10,2005), Johnn & Johnn (Jan. 3,2005); Agilent Technlogies (Nov. 19. 2004); Intel Corp. (Jan. 29, 2004). More specifically, the Staf has consistntly pennitted compaies to exclude a proposa where the proponent ba faed to submit a wrtt statment to the

compay that he or sh inten to contiue beneficial owersip thugh th date of th copany's anual meeting of stockholders. In such cas, the Staf foun th a prpoal

wa properly excludble uner Rules 14a-8(b) and 14a-8(f) and grted renef without giving the prponent an opportty after the expirtion of the applicale 14-ay peiod to comply with the requirements of Rule 14a-8(b)(2). See IV AX Corporaon (M 20, 2003); Exxon Mobil Corp. (Janua 23. 2001); Exxon Mobile Corp. (Janua 16, 2001);

. McDonnell Douglas Corp. (Febr 4, 1997): Ashland Inc. (November 14, 1996). and Internonal Business Mahines Corp. (Novembe 22. 1995).

Rule 14a-8(f) provides that a company may exclude a shaholder proposa if th shaholder fals to provide evidence of eligibilty under Rule 14a-8. provided th th

company timely notifies the prponent of the problem an the proponent fails to corr the deficiency with the reuir time.

On November 17, 2008, the Company maled the Deficiency Notice to the Proponent, at the address speified in the Prposa, inonng the Proponet of the deficiencies in th Proposal. The Deficiency Notice was sent in a tiely maner. ,well in

advace of th 14-day notice requireent of Rule 14a-8(t)(1). The Deficiency Notce

. wa set by cefied mail, which is a preeJT method of deliver under Rule 14a-8(e)

because it ensure evidence of reeipt. Moreover. the method of delivery was the only

logical mean avaiable to ih Company, as the Proposal did not include a cover letr an

the Proponent's adss was the ony contact inormtion listed. The post offce

attmpted to deliver th Deficiency Notice on November 20, 2008 and a notice wa left at the address by the mail carer. The notice provided insctions for obtang th let

by redeliver or by collecting the lettr at the post offce. To date, the Prponent ha yet to cont th Compay diectly. Th Copay did no receive Mr. Cheved's stment th "Mr. Kenneth Steiner intends to hold his stock past the dat of the anua meeting" until Deember 1 1,2003,21 days afr the post offce attmpted deliver of the Deciency Notice.

Th fac tht the Proponent chose to disregard the notice does not aford him th

lux of claiming th he did not receive the Deciency Notice. To allow oth would afford sheholders the opportty to avoid receipt of notice by providin lite

contact informion and refusing to respond to the good faith efforts of the company. Therefore, th Compay believes that it satisfied its obligation under Rule 14a-8 by

FOTl:ine Brands, Inc" 520" Lake Cook Road, Deerfil'ld, IL 60015-5611 Tel: 847-484-4400

tranittng to the Proponent in a tiely maer th Defciency Notice, which state tht

the Proponent ha not included in IDS corrpondence a stateent that he intnded to

continue to hold the common stck thugh the date of th 2009 An Meeting.

Furterore, the Proponent has faled to satisfY the requients of Rule 14a-8(b)

even if the original Deficiency Notice is not deemed to have beD recived by the Proponent. As described above, Mr. Chevedden notified the Company on Decemer 2, 2008 that the Proponent had not received the Compay's Deficiency Notice. Mr. Chevedden also requested a copy of the Deficiency Notice to "expete" matt,

presumably so that he could deliver th Defciency Notice to the Proponent. The Compay resonded by deliver a copy of the Deficiency Notice by ema to Mr. Chevedden on Decembe 3, 2008. By email on December 11,2008, Mr. Chevedn communcated to the Compan that "Mr. Kenet Steiner inteds to hold his stock pa the day of th anua meeng." Rule 14a-8(b )(2) provide tha a Proponent mus provide

bis "own wrtten stment that he intends to continue to hold the securties though th dae of the meeting of stocolders." If the original Deficieny Notice is deemed to have

ben recived by Proponent. thn th deadline for the Proponen to provide his "own

wrtt staement" of ownership intent expire on December 4, 2008. If only the send

attmpt to send the Deficiency Notice is demed to have been received by Propone though Mr. Chevedden on December 3, 2008, then the deaine for the Proponent to

. provide his "own wrtten sttement" expre on Decembe i 7, 2008. To date the Company has had no dire communcaton with the Proponet. He ha therefore faed to demonstte his eligibilty to submit a stockholder proposa under Rule 14a-8(b).

The Sta ha graed no-action relief when a proponent "appeas not to have responded" to a company's ''reques for document support indicatig that (the proponent) ha satisfied" Rule 14a-8(b)'s eligibilty requirements. See Torotel Inc. (Aug. 29, 2007); Dell Inc. (Apr. 2, 2007); Citizens Communications Co. (Mar. 8, 2007);

Intona Paper Co. (Feb. 28, 2007); International Business Mahines Corp. (D. 5,

2006); General Motors Corp. (Apr. 3, 2006).

FOI'tune Brands, TOle., 520 Lak. Cook Road, Deerfield. IL 600J5-56l1 ni: 847.484-4400

OL The Proposal May Be Excluded uDder Rule 14a-8(1)(2) Beeaus Implementation of the Proposal Would Require the Company to Violate Delaware Law.

Rule 14a-8(i)2) \ pents a compay to exclude a stockholde proposa if implementation of the proposa would cause it to violate any state, federal or foreign law to which it is subject. The Compay is incorprated under th laws of th State of Delaware. For the reaons set forth below and in the legal opinon rearing Delawa law wm Richards, layton 8& Finger, P.A., atched hereto as Exhibit F (the "Delaware Opinon"), the Compay ha fuer bais to exclue th Prposal from the 2009 Proxy Matenas under Rule 14a-8(i)(2) beau, if implemented, the Proposal would caus th Compay to violate the Gener Corpration Law of the Stte of Delawa (th "DGCL j.

The fit sentence of the Propos requets that the Boar of Directors of th Company (the "Board") "tae the sts necess" to amend the Company's bylaws and

eah appropriate governing docen to provide the holders of 10% of the Compay's outstading common stock with the power to cal spial meetings of stockholde. The

seond sentence of the Proposal provide tht any "exception or exclusion coditions" applying to the stockholder' power to call a special meeting mus alo be applied to th

. Compay's "maagement" and th bo of direors. Under the tenns of the Propo one "exception or exclusion condition" imsed on the stockholders' power to call spial metings is the reuirent to hold at lea 10% of the Compay's outsdig common stock. Accordingly, the Propos would have the eff of reuiring th

Company's directors to hold at lea 10% of the Company's outsding common stk to cal a special meeting of stkholde. As explained below, the implementation of ths

Proposa would violate the DOCl. Ths conclusion is supported by the Delawa Opinion.

As note in the Delawar Opinion, Section 21 l(d) of the nOCL ves the boar of directors of a Delawa corporation with th power to call spial meetis, but gives the corpraon the authority, thug its cerificat of incoraon or bylaws, to give other

pares the right to cal speia meetings. The Proposal seek to rect the Boad's powe to ca special meetings whch caot be implemente lawflly though the Company's Bylaws. Section 141(a) of the nOCL exresly provides tht if ther is 10 be

any deviation from the gener. madate tht the board of dirors mage the busins an afair of the corporation, such deviation mus be provided in the DGC or a compay's ceficate of incorporaon. The Company's Certificat of Incorpration doe not provide for any limitations on the Board's power to ca special meengs and, unlike othr provisions of the nGCL th allow a bod's statory authrity to be modfied thug the bylaws, Section 211 (d) dos not provide .th the boar's power to call special meellgs may be modified though the bylaws. Se 8 DeL. C. §211(d).

Fortunii Bmnd, Inc., 520 Lulu Cook Road, DII/llfiøkl. IL 6001'-'611 Till: 847-484-4400

Fur, as disused in th Delawar Opinon, "te phe 'except as otherwe

provide in th chate' set fort in Section 141(a) (of the DOCL) does not include

bylaws adopted purant to Section 109(b) (of th DGCL) th could disable the boar entily frm exercising itS statoiy power." A long line of Delawar cae Jaw dicuse the implicit distiction found in Section 14 1 of the DGCL been th roles of stokholder and ditor. In Arnson v. Lewi, the Delawar Supre Cour stted, "(a) cardinl preept of the (OOCL) is that direcors rather th shaholder mange the busines and afairs of the corporaon." Arnsn v. Le. 413 A.2d 80S (DeL. 1984). See also, McMullin v. Bera 765 A.2d 910,916 (DL. 2000); Ouck Des~n Sv.. Inc. v. Shapiro. 721 A.2d 1281, 1291 (DeL. 1998). Thus, the Proposal, whch seeks to amd the Company's Bylaws to include a provision conditionin th Boad's powe tocal speial meetings on the directors' own~ip of at least l00Á/ of the outsg common stock, would, ifimplement violat the nOeL.

Becaus the Prpo seeks to modi or eliminate a "core" power of the Boathe Prposal may not be implemente though the Company's Cercae of Incorporaton. Section 102(b Xl) of the DaCL provides th a ceficae of inrporaon

may not conta any provison contrar to the laws of th State of Delawa. As fu explaed in th Delawae Opinon, any provision adopte pnr to Section. 1 02(b )(1) that is contr to Delawa law would be invalid. See SterliDl v. Mavtower Hotl

Coip.. 93 A.2 107, 118 (DeL. 1952). Reently, in Jone Apparel Grqp. Ine. v. Mawell Shoe Co.. the Cour suggested th certn story righs involvi "core"

. directo duties may not be modified or elinated thugh a certficate of ineorpraion.

See 883 A.2d 837 (DeL. Ch. 200). In this ca, the Cour incated tht ce powers

vesed in the boar, pacularly those touching upon the diretors' dischage of their

fiduiar duties, are fudaental to the proper fuctoning of the corpration and

threfore caot be modified or eliminated. ¡d. at 852. .

As discussed in the Delaware Opinon, th boar's sttutory power to cal specia

meeti without limitation or restion under Section 211 (d) of the DGCL is a "core"

power reserved to the boa~. The Delaware Opinon stte th "(e)onsuenly, any

provision of a ceificate of incorpran purprtg to infge upon that fuenta power (other than an ordina proce-based limitation) would be invalid." Whe a . cecate of incorpration and/or bylaws may expand the abilty of dictrs or other

persons to call spia meetigs, a cerficate of incorption anor bylaws may no limit th exress power of the bo of diretors to cal speia meetings in the ma proposed in the Proposal.

Finly, as the Delawar Opinon notes,

the "savings clause" th purrt to limit th mada of

the Proposal "to the fulest extet petted by state law" is a nullty. The "savings claus" does not resolve the confct between the charr provision cotemplate by th Proposa

Fortune Brands, Iru., .520 Lake Cook Road, Deeifield. IL 6001.5-56J J Tel: 847.484-440Ò

and the dictas of the General Corporation Law. Secton

21 l(d). rea togetr with Sections l02(b)(1) and 109().

alows for no limitations on the boa's power to call a spcial meeting (othr than ordinar prcess~balimitaions); thus, ther is no "extent" to which th restrction on that power contemplated by the Prposal would otherwise be peitted by state law. In our view, the "savigs clause" dos litte more than acknowledge tha the

Proposa, if imlemented, would be invåld under the

(DOLl.

(footnote omitt) AccrdÎngly, for the reasns set fort above and as support by the Delawa Opinion. the Company believes the Prposal is excludable purnt to Rule

i 4a--(i)(2) beuse implementaion of the Proposal would ca the Compay to violate . applicable sta law.

iv. The Proposal May Be Excluded under Rule 14a-8(i)6) Beeuse the Company

Lacks tbe Power and Authority to Implement the ProposaL

Rule 14a-8(i)(6) provides that a company may omit a proposa "if the compay would lack the power or authority to implement the proposa." The disussion. set fort

in Section il abòve is incorporate herei. As note above, the Propoal cat be implemented without violat Delawa. law and accordingly, th Company lacks the powe and authority to implement the Propo. The Sta ba consistently permittd the exclusion of stockholder proposals puruant to Rule 14a~8(i)( 6) if a proposal would

. reuire th company to violate the law. See Xerox Corporaon (Febru 23, 2004) anSBC Communcations In. (Janua i 1, 2004). Based on the foregoing, th Compy laks the power and legal auority to implement the Proosa and thus. the Proposa may be excluded unr Rule 14a-8(i)(6).

v. Conclusion

Bas upon the foregoing, Forte Brads respelly reuest the Sta to confrm, at its eiilies convenence, that it will not recmmend any enforcment acion if Forte Bra excludes the Proposal frm th 2009 Prxy Materal for its 2009 Anua

Meetig in reliance on Rules 14a-8(b), 14a-8(f), 14a-8(i)(2) an 14a.8(i)(6).

Ftnlltlle Brands, Inc., 520 Lake Cook Road, Deerfeld, IL 60015-5611 Tel: 847;484-4400

Plea acknowledge receipt of ths letter an its enclosures by stpin one of the enclosed copies of this lett and returng it to me in the enlos envelope.

Sincerely,/~~Laur S. Tashm Vice Preident and Associate General Counsel

00: Kennet Stener

Fortune Brands, ltic., 520 Lake Cook Road. Deerfield, lL 60015-5611 Tel: 847-484-4400

Exhibit A

ProposaL, dated November 10,2008, sent by Kenneth Steiner

(FO: Rule 14a-8 Proposa, November i 0, 2008):4 - Special Sharewner Meegs

RESOLVED, Shareowner ask our boar to tae th steps necsa to amd our bylaws andeach appropriat governg domnnt to give holde of I()A of oW' outdig common stk (or th lowes pentae allowe by law above lOO/ó) th power to ca special sheown meetigs. Ths includs that su bylaw and/or cher text wi not hae an excetion orexcluson conditions (to the fulest extent pertt by stte law) th apply only to shwner but not to maement anor th board.

Statement of Kenneth Steiner Specia meetings allow sharowners to vote on imrt mars, such as elec ne dict,

that ca arse ben anua meengs. If sharwner caot ca specia meetings, management may beme inated .and invesr retu may suer.

Th propo topic won impressive support at th followi companes (b on 2008 yes and no vote):

Occidenta Petrleum (OXY) 66% Emi Rossi (Spor) Firstnerg Corp. (FE) '67"Æi Chrs Ross Mathn Oil (MO) 69% NiCk Rossi

Shawners should hae the abilty to cal a spe metig whe a ma is sucieny . importt to met prompt consdeaton. Fidelity and Van have supod a sharoldright to cal a spia mee

The proxy votig gudelis of may public employee peon fu also favor th righ Governance ras sece. suh as The Corpra Libra an Goverce Metrcs Internatona, have taen spial meeting rights into conideration when asgng compayrat~. '. Plea encoure our board to repond positively to th proposa:, Spfm Sur~wMr MNäp­

Yeson3

Notes: Ke Steiner. - FISMA & OMS Memorandum M-07-16- sp ths prposa.

Exhibit B

. Deficiency Notice

Mørk A. Row Senior Vi" Pr,ridmt, Ginral Counsel anå s,CT'aryF0R.TUNE

BR.ANDS November 17,2008

VIA REISTERED MA

Mr. Kenneth Steiner

- FI5MA & OMS Memorandum M-07-16­

Dear Mr. Steiner:

I am in receipt of your corrpondence dated November 10,2008, in which you prvided a the Securies Exchange Ac of 1934, as amended (the "Exchprposal under Rule .14a-8 of

Act"), for certin matt to be addresed at the 2009 Annual Meetng of Stocolders of

Forne Brads, Inc. (the "Compay").

As reuired by Rule i 4a-8(t) of the Exhange Act, the Compay is notifyng you of the foUowIng procedural deficiencies relat to the submittd propol. You have not complied

with Rule 14a-8(b) under:te Exchage Act by the failur to submit documentary evidence to estblish (1) tht you are the beneficial ownr of at leat SZ.ooO in mar vaue, or lo/eJ of the outstanding common stock of the Compay; an (ii) th as of Novembe 10,2008. you haveheld such common stck contiuously for at least one yea. Furter, you have not include in your corrndence a statement that you intend to contine to hold the common stk thrug the date of the 2009 Annua Meeting. A copy of Rule 14a-8(b) is atched as Anex A to assist you in complying with these requirments and corrting thes détciencies.

Plea be advised that the failur to corrct these deficiencies adequately within i 4 caenda

. days of reeipt of this notification wil relt in bo~ the proposal being ineligible fo consideration at the 2009 Annual Meeting and in its exclusion frm the Compay's proxy materials. Plea also be advised that this leter in no manner waives any of the Company's rights to exclude the propose buines set forth in your letr from consideration at the 2009

Anua Meeing for any reason unde applicable law. including an oftbe bases for exclusion enumerate in Rule 14a-8(i) of the Exchange Act the General Corporation Law of Delaware or

. the Company.s By-Laws. Pleae contiue to direct all coirondCce diretly to Mar A. Roche at Fortne Brads, Inc.. 520 Lae Cook Road, Deeeld, IL 60015, Facsimile: 847-44­4490.

~~ I& Ma A. Roche Senior Vice President, GeMral Counel and Secrtar

Enclosur

FDriun~ BrantL, Inc., 520 Lak Cook Road, Deefield, IL 60015.5611 Tal: 84'1.484-4400 F(J 847-484-490

ADDex A

Rule 14a-8(b) of the Securiti Exchange Act of 1934

* .. .. .. * to submit a proposal, and how do I demonstrte to the company

that I am eligible? (b) Question 2: Who is eligible

(1) In order to be eligible to submit a proposa, you must have continuously held at least $2,000 in market value, or i %, of the company's secuities entitled to be voted on the proposal at the meeng for at least one year by the date you submit the propsal. You mus continue to hold thse seurti thugh the date of the meeting.

(2) If you ar the registre holder of your secunties, which mea that your nae apea in thcompay's rerds as a shreholder, the company ca verfy your eligibilty on it own, altOOug you wUl still have to provide the company with a wrtten sttement that you intnd to contiue to hold th securties though the date of the meeing of sharolder. However, if like many sharholder you are not a registered holder, the company likely does not know that you are a sharolder, or how many shares you own. In ths case, at the tie you submit your proposal, you mus prove your

eligibilty to the compay in one of two ways:

(i) The firs way is to submit to the company a wrttn stteent frm the trrecord" holder of your securties (usuaUy a broker or ban) verifYing th, at the time you submitt your prpòsal, you

. continuously held the seurities for at least one year. You must als include your own wrtt statement th you intend to continue to hold the secunties thgh the da of the meetng ofsharolders; or . (ii)The send way to prove ownership applies only if you have filed a Schele 13D (§240.13d­101). Schedule 130 (§240. 13d-1 02). Form 3 (§249.I03 of this chaptr), Form 4 (§249.104 of ths chapter) andlor Form 5 (§249.l0S orthis chapter), or amendments to those documents or l!pdte fomu, reflecting your ownership of the shares as of or before the date on which th oneye eligibilty period begin If you live fied One of these document with the SE, you may demonstrte your eligibilty by submittng to the company:

(A) A copy of the schedule and/or fonn, and any subsequet amendments reprtg a chae in your ownership level;

(B) Your writtn statement that you continuously held the required numbe of sh for the one-yer perod as of the dat of the sttement¡ Bnd

the shars thrugh the(e) Your wrtten statement that you intend to continue ownersip of

date of the company's annual or special meeting.

.. .. .. .. ..

Exhibit D

Correspondence

Pia, Angela

From: Roche, Mark Sent: Monday. December 15, 2008 10:16 AM To~ PIa, AngelaSubject: FW: Rule 14a-8 Broker Letter (FO) SPM

Susan K. Hackett Executive Assistant Fortune Brands, Inc. 520 Lake Cook Road Deerfield, IL 60015 Phone: 847-484~4441 Fax: 847-484-4490

susan. hackettifortunebrands. com

-----Or~ginal Message----­From: Roche, Mark Sent: Monday, December 01, 2008 11: 30 AM To: olllted Subject: RE: Rule 14a-8 Broker Letter (FO) SPM

Mr. Chevedden,

Mr. Steiner did not authorize us to communicate with him through you, so we sent the letter directly to him requesting proof of share ownerhip and intent to retain the shares through our annual meeting.

Thank you for you communication wi th respect to Mr. Rossi' s proposal. The broker letter is sufficient to show ownership, but we would like confirmation that Kr. Rossi intends to own the shares through the annual meeting. An amall message from you will suffice.

I hope you had a happy Thanksgiving.

Mark A. Roche Sr. Vice President, General Counsel,and SecretaryFortune Brands, Inc. 520 Lake Cook Road, Deerfield, IL 60015 (847) 484-4440 (847) 484-4490 fax emai!: Mark.Roche~fortunebrands.com

This communication, along with any documnts, files or attachmnts, is intended only for the use of the addressee and may contain legally privileged and confidential information. If you are not the intended recipient, you are hereby notified that any dissemnation, distribution or copying of any informtion contained in or attached to thia comunication is strictly prohibited. If you have received this message in error, please notify the sender imediately and destroy the original communication and attachments without reading, printing or saving in any manner.

-----Original Messaqe----­From: olmsted .. FISMA & OMS Memorandum M-07-16­Sent: Friday, Novemer 28, 2008 5:42 PM To: Roche, Mark Cc: Tashma, Lauren Subject: Rule 14a-8 Broker Letter (FOI SPM

1

Mr. Roche, Does the comany waive the broker letter on Kenneth Steiner's rule 14a-8 proposal for Special Shareowner Meetings and/or show Mr. Steiner as a record holder. Please advise on Monday or Tuesday.Sincerely, John Chevedden

2

. Pia, Angara

From: Tashma, Lauren Sent: . Tueday, Decmber 02, 2008 7:57 AM To: PIa, Angela Subject: FW: Rule 14a-8 Broker LeUer (FO) SPM

Attchments: CCE00008.pdf

1: CCOO08.pdf (60

læ)

-----Oriqinal Message----­From: olmsted .. FISMA & OMB Memorandum M-07-16­Sent: Monday, Decemer 01, 2008 8:37 PM'10: Roche, Mark Cc: Tashm, Lauren Subject: Rule 14a-8 Broker Letter (Fa) SPM

Mr. Roche, Attached is the broker letter. Please advise within one business day whether there is any further rule 14a-8 requirement for stock ownership verification.Sincerely, John Chevedden

1

Roche, Mark

From: Roche, Mark Sent: Tuesay, Dembe 02, 20081:25 PM To: 'olmsted' Subject: RE: Rule 148-8 Broer Lettr (FO) SPM

Mr. Steiner's proposal did not include a statement that he intends to own the shares through the annual meeting and that we may communicate with him through you. Pleaseadvise.

Mark A. Roche Sr. Vice President, General Counsel,and SecretaryFortune Brands, Inc. 520 Lake Cook Road, .Deerfield, IL 60015 (847) 484-4440 (847) 484-4490.fax email: Mark.Roche8fortunebrands.com

This communication, along with any documents, files or attachments, is intended only for the use of the addressee and may contain legally privileged and confidential information. If you are not the intended recipient, you are hereby notified that any dissemination, distribution or copying of any information contained in or attached to this communication is strictly prohibited. If you have received this message in error, please notify the sender immediately and destroy the original comun~cation and attachments without reading, printing or saving in any manner.

-----Original Messaqe----- . From: olmsted ... FISMA & OMS Memorandum M-07-16 ... Sent: Monday, Decemer 01, 2008 8; 37 PM To: Roche, Mark Cc: Tashm, Lauren Subject; Rule 14a-8 Broker Letter (FO) SPM

Mr. Roche, Attached is the broker letter. Please advise within one business day whether there is any further rule 14a-8 requirement for stock ownership verification.Sincerely, John Chevèdden

i

------ Forwarded MessageFrom: "Roche, Mark" C:mark.roche0fortunebrands.com:: Date: Tue, 2 Dee 2008 14:25:27 -0500 To: olmsted - FISMA&OMB Memorandum M.07-16... Conversation: Rule 14a-8 Broker Letter (FOl SPM Subject: RE: Rule 14a-8 Broker Letter (FO) SPM

Mr. Steiner's proposal did not include a statement that he intends to own the shares throuqh the annual meeting and that we may communicate with him through you. Pleaseacivise.

Mark A. Roche Sr. Vice President, General.Counsel,and SecretaryFortune Brands, Inc. 520 Lake Cook Road, Deerfield, It 60015 (847) 484-4440 (847) 484-4490 fax email: Mark.Roche8fortunebrands.com

2

Pia, Angela

From: Roce, Mark Sent: Wednesday, Decmber 03. 200 7:46 AMTo: PIa, Angela SUbject: FW: Rule 148- Broker letter (FO) SPM

Mark A. Roche Sr. Vice President, General Counsel,and SecretaryFortune Brands, Inc. 520 Lake Cook Road, Deerfield, IL 60015 (847) 484-4440 (847) 484-4490 fax email: Mark. RocheQ fortunebrands .~om

This communication, along with any documents, files or attachments, is intended only for the use of the addressee and may contain legally privileged and confidential informtion. If you are not the intended recipient, you are hereby notified that any dissemination, distribution or copying of any information contained in or attached to this communication is strictly prohibited. If you have received this message in error, please notify the sender immediately and destroy the original communication and attachments without reading, printing or saving in any manner.

-----Original Messaae----­From: olmsted - FISMA & OMS Memorandum M-07-16­Sent: Tuesday, December 02, 2008 9:42 PM To: Roche, Mark Subject: Rule 14a-8 Broker Letter (FO) SPM

Mr. Roche, I just spoke to Mr. Steiner and he said he had not received anything from the company.Thank you. John Chevedden

1

Pia, Angela

From: Pia, Angela Sent: Wednesday, December 03, 2008 3:05 PMTo: ... FISMA & OMS Memorandum M-07-16­Cc: Roche, Mark Subject: FW: Rule 14a-8 Broker Le,ter (FO) SPM

Attchments: XR252-A2673.pdf

~ XR2S2-A673.pdf

(82 KB) Mark Roche asked that I forward a copy of the attached letter to your

attention.

Angela M. Pla Assistant SecretaryFortune Brands, Inc. 520 Lake Cook Road Deerfield, IL 60015 (847) 484-4455

-----Original Message--~-­From: Roche, Mark Sent: Wednesday, December 03, 2008 7: 47 AM To: PIa, Angela Subject: FN: Rule 14a-8 Broker Letter (FO) SPM

Mark A. Roche Sr. Vice President, General Counsel, and SecretaryFortune Brands, Inc. 520 Lake Cook Road, Deerfield, IL 60015 . (847) 484-4440 (847) 484-4490 fax email: Mark.Roche~fortunebrands.com

This comunication, along with any documents, files or attachments, is intended only for the use of the addressee and may contain legally privileged and confidential informtion. If you are not the intended recipient, you are hereby notified that any dissemination, distribution or copying of any information contained in or attached to this comunication is strictly prOhibited. If you have received this message in error, please notify the sender immediately and destroy the original communication and attachments without reading, printing or saving in any manner.

-----Original Messaqe----­From: olmsted .. FISMA& OMS Memorandum M-07-16­Sent: Tuesday, December 02, 2008 8:30 PM To: Roche, Mark Subject: Rule 14a-8 Broker Letter (FO) SPM

Mr. Roche, Can you help expedite this by forwarding to me the letter you sent to Mr. .Steiner. Thank You. John Chevedden

1

Pia, Anøera

From: Roche, Mark Sent: Monday, December 15, 20089:48 AM To: Pia, Angela; Tashma, LaurnSubject: FW: Rule 14a-8 Proposal (FO) Kenneth Steiner

.Mark A. Roche Sr. Vice President, General Counsel,and SecretaryFortune Brands, Inc. 520 Lake Cook Road, Deerfield, It 60015 (847) 484-4440 (847) 484-4490 fax email: Mark.Roche~fortunebrands.com

This co~unication, along with any documents~ files or attachments, is intended only for the use of the addressee and may contain legally privileged and confidential information. If you are not the intended recipient, you are hereby notified that any dissemnation, distribution or copying of any information contained in or attached. to this communication is strictly prohibited. If you have received this message in error, please notify the sender immediately and destroy the original communication and attachmnts without reading, printing or saving in any manner.

-----Original Messaqe----­From: olmsted ... FISMA & OMS Memoranum M-07-16 ­Sent: ThurSday, Decemer 11, 2008 7:13 PM To: Roche, Mark Subject: Rule l4a-8 Proposal (Fa) Kenneth Steiner

Mr. Roche, Mr. Kenneth Steiner intends to hold his stock past the date of the annual meeting. Please advise in one business day whether there is any further rule 14a-8requirement.Sincerely, John Chevedden

1

Exhibit E

Letter from DJF Discount Brokers

.; -iRLDISCOUNT BROKERS

Date:~cJK

To wb it ma co:

As.iD itof l~nfl'llA S-kII'K _ac numbe-- d with Naona FiD Sece Corpas . DJ Disun BrO heby cees th as ofth da of this ccca

~ S ú, ~-"is an ha be th befici own of .3 S-Dsha of 'L J..$ . ha held at lea tw th dollaiwort of th abve metione secuty sice th followia da: 3/.J ,/ DO. al havi

held at lea tw thusd dollar W0 oCthe abve mene se1y tl at lea onyea pr to the dae th propo wa suitt to th compay.

Siny,~~.~Ma FDibePrdentDJF Diun Broker

Po Fax Not 7671 Da

i l; l; Fntot ..

pagesr-

Co

Ph # MA & OMS Memorandum M-07.16 ...

Fa' D '11- 'li ,1-1f'/1ø Fad

1'81 Marcu Aveue. Suite ell4 . Lake Succes NY 11042

516,328-2600 800.69S.EA www.dlfdlscom ra 516.328.2323

*** FISMA & OMB Memorandum M-07-16 ***