FORTUNE BRANDS, INC. DIRECTORS DEFERRED COMPENSATION PLAN

Exhibit 10.6

FORTUNE BRANDS, INC.

DIRECTORS’ DEFERRED COMPENSATION PLAN

(Effective January 1, 2008)

Fortune Brands, Inc. (the “Company”) hereby establishes this Director’s Deferred Compensation Plan (the “Plan”) to assist the Company in attracting and retaining persons of competence and stature to serve as Directors by giving those Directors the option of deferring receipt of the fees payable to them in cash by the Company for their services as Directors.

1. Effective Date . The Plan is effective as of January 1, 2008.

2. Eligibility and Participation . Each Director of the Company who: (a) is duly elected to the Company’s Board of Directors (the “Board of Directors” or the “Board”); (b) receives in cash any fees, stipends, awards, or other remuneration (“Directors’ Fees”) from the Company for services as a Director; and (c) is not an employee of the Company, is an “Eligible Director.” Each Eligible Director may elect to defer receipt of Directors’ Fees otherwise payable in cash to that Eligible Director, as provided for in the Plan, beginning on the date he or she is first elected to the Company’s Board. Each Eligible Director who elects to defer Directors’ Fees under the Plan is a “Participant” in the Plan.

3. Administration . The Board appoints the Company’s Nominating and Corporate Governance Committee to act as the administrator of the Plan (referred to herein as the “Administrator”). The Administrator will serve at the pleasure of the Board of Directors and will administer, construe and interpret the Plan in its sole discretion. The Administrator will not be liable for any act done or determination made in good faith. The Board of Directors has the power to designate an additional or replacement Administrator at its discretion. The expense of administering the Plan shall be borne by the Company and shall not be charged against benefits payable hereunder.

4. Deferrals .

(a) Deferral Election . An Eligible Director may file with the Administrator, on or before November 1 of each year, an election in writing to defer all or a portion of the Directors’ Fees to be earned by the Eligible Director in the following calendar year (a “Deferral Election”). In the year in which a Director first becomes eligible to participate in the Plan, the Director may make a Deferral Election with respect to services to be performed subsequent to the date of the Deferral Election, if the Director files it with the Administrator within thirty (30) days after the date the Director becomes eligible to participate in the Plan. When a Deferral Election is filed, an amount equal to all or a portion (as designated in the Deferral Election) of the Directors’ Fees earned by the Participant for the following calendar year (or the remainder of the calendar year, in the case of new directors) will be credited to a deferral account maintained on behalf of that Participant (the “Deferral Account”).

(b) Minimum Deferral . The amount of Deferral Election may not be less than $1,000 per calendar quarter.

(c) Accounting . The Deferral Accounts will be maintained by the Company and will list and reflect each Participant’s credits and valuations. The Company will credit to each Participant’s Deferral Account an amount equivalent to the Directors’ Fees or portion thereof, as designated in the Deferral Election, that would have been paid to the Participant if the Participant had not elected to defer such compensation under the Plan. The credit will be made on the date on which the Directors’ Fees would have been paid absent a Deferral Election.

The Plan is unfunded and no funds will be segregated into the Deferral Account of Participants. The Administrator will provide each Participant an annual statement of the balance in that Participant’s Deferral Account.

(d) Valuation . At the end of each calendar quarter, each Participant’s Deferral Account will be credited with interest on the value of his or her Deferral Account at the beginning of the quarter. The interest rate applicable for a calendar quarter will be the average rate of the final auction of the prior quarter for the sale of 13-week U.S. Government bills, rounded up to the nearest five-hundredths of one percent (.05%). If such rate is no longer available, a substantially similar one selected by the Administrator shall be used. Interest will be calculated on the basis of actual days over a 360-day year.

5. Distribution .

(a) Except as provided below, distribution of a Participant’s Deferral Account will be made as soon as practicable in the January following the calendar year in which the Participant’s “Separation from Service” (as defined in Treas. Reg.
§1.409A-1(h) and in accordance with Treas. Reg. §1.409A-1(i)(2)) occurs, in a single lump sum payment. For purposes of this Plan, “Service” means the provision of services to the Company or its subsidiaries in the capacity of (i) an employee, (ii) a non-employee member of the Board, or (iii) a consultant or other independent advisor to the Company or its subsidiaries.

(b) Notwithstanding paragraph (a) above, if the Participant is a Specified Employee as of the date of his or her Separation from Service, distribution of the Participant’s Deferral Account will not be made before the date that is six (6) months after the Participant’s Separation from Service or, if earlier, the date of the Participant’s death. During the six-month delay period, a Participant’s Deferral Account will be credited with interest in accordance with Section 4 above. For purposes of this paragraph, “Specified Employee” has the meaning given that term in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and Treas. Reg. 1.409A-1(c)(i) (or any similar or successor provisions). The Company’s “specified employee identification date” (as described in Treas. Reg. 1.409A-1(c)(i)(3)) will be December 31 of each year, and the Company’s “specified employee effective date” (as described in Treas. Reg. 1.409A-1(c)(i)(4) or any similar or successor provisions) will be April 1 of each succeeding year.

6. Separation from Service due to Death . In the event of a Participant’s Separation from Service by reason of death, the Administrator will, as soon as reasonably practicable following Separation from Service but in no event later than 90 days after the Participant’s death, commence distribution of amounts credited to the Deferral Account to the beneficiary or beneficiaries of the Participant. Each Participant has the right to designate one or more beneficiaries to receive distributions in the event of a Participant’s death by filing with the Administrator a Beneficiary Designation Form. The designated beneficiary or beneficiaries may be changed by a Participant at any time prior to that Participant’s death by the delivery to the Administrator of a new Beneficiary Designation Form. If no beneficiary has been designated, or if no designated beneficiary survives the Participant, distributions pursuant to this provision will be made to the Participant’s estate.

7. Effect of Change of Control . In the event of a Change of Control of the Company, the entire unpaid balance of each Participant’s Deferred Account shall be paid in a lump sum to the Participant as of the effective date of the Change of Control. Change of Control shall mean the first to occur of any of the following events, but only to the extent that such event is described in Code Section 409A(a)(2)(A)(v):

(a) any one person, or more than one person acting as a group (including owners of a corporation that enters into a merger, consolidation, purchase, or acquisition of stock, or similar business transaction with the Company, but not including persons solely because they purchase stock of the Company at the same time or as a result of the same public offering), acquires (or has acquired within the