Escrow And Exchange Agent Agreement

EXHIBIT 10.1

ESCROW AND EXCHANGE AGENT AGREEMENT

THIS ESCROW AND EXCHANGE AGENT AGREEMENT (this " Agreement" ) is made as of June 7, 2006 by and among Fortune Brands, Inc., a Delaware corporation (" Parent" ), Brightstar Acquisition, LLC, an Illinois limited liability company and an indirect wholly-owned subsidiary of Parent (" Merger Sub" ), SBR, Inc., a West Virginia corporation (the " Company" ), The Bank of New York, as escrow and exchange agent (the " Agent" ), and Samuel B. Ross, II, in his capacity as Holders Representative (the " Holders Representative" ).

WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of February 9, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the " Merger Agreement" ), by and among Parent, Merger Sub, the Company and the Holders Representative, Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity, (the " Merger" ). Capitalized terms used herein and defined in the Merger Agreement but not otherwise defined herein shall have the meanings defined in the Merger Agreement; and

WHEREAS, the Merger Agreement contemplates that the parties hereto shall enter into this Agreement.

NOW, THEREFORE, in consideration of the premises and the respective agreements hereinafter set forth, the parties hereto agree as follows:

1. Consent of Company Stockholders; Designation of Agent . The Fully-Diluted Stockholders have approved the Merger Agreement and, pursuant thereto, (a) the establishment of an escrow account to secure the Fully-Diluted Stockholders' indemnification obligations under Article VIII of the Merger Agreement in the manner set forth therein and herein (the " Indemnity Escrow" ), (b) the establishment of an escrow account as a source of reimbursement pursuant to Section 4.8 of the Merger Agreement (the " Adjustment Escrow" ), (c) the appointment of the Holders Representative as their representative for purposes of this Agreement and as attorney-in-fact and agent for and on behalf of each Fully-Diluted Stockholder, and the taking by the Holders Representative of any and all actions and the making of any decisions required or permitted to be taken or made by the Holders Representative under this Agreement and (d) all of the other terms, conditions and limitations contained in the Merger Agreement and in this Agreement. Parent and the Holders Representative, on behalf of the Fully-Diluted Stockholders, hereby mutually designate and appoint The Bank of New York to serve as Agent for the purposes set forth herein. The Agent hereby accepts such appointment and agrees to act in furtherance of the terms and conditions herein.

2. Distribution of Materials . Subject to the provisions of Section 4(c) and (d) hereof, Parent shall make available to the Agent the documents, if any, to be mailed to the Fully-Diluted Stockholders, including the Letters of Transmittal and instructions (which shall specify that, with respect to Company Common Shares, the delivery shall be effected, and the risk of loss and title shall pass, only upon proper delivery of the certificates for the Company Common Shares) to accompany certificates for Company Common Shares when surrendered for the Merger Consideration and the related Guidelines for Certification of Taxpayer Identification Number of

Substitute Form W-9. Attached hereto as Schedule A is (i) a list of such Fully-Diluted Stockholders, (ii) each Fully-Diluted Stockholder' s respective ownership of Fully-Diluted Company Common Shares, (iii) the aggregate cash to be paid in lieu of fractional Parent Shares to each Fully-Diluted Stockholder, (iv) a calculation of the aggregate Parent Shares and cash due each such Fully-Diluted Stockholder pursuant to the terms of the Merger Agreement, and (v) each Fully-Diluted Stockholder' s taxpayer identification number. 3. Deposits; Payments .

(a) Concurrent herewith, Parent or Merger Sub shall deposit, or cause to be deposited, with the Agent, (i) the aggregate cash consideration payable under the Merger Agreement, (ii) the Indemnity Escrow, (iii) the Adjustment Holdback and (iv) a sufficient amount of cash payable with respect to fractional shares as set forth on Schedule A . The aggregate cash deposited pursuant to the preceding sentence shall be invested at the direction of the Holders Representative by the Agent in (i) obligations of, or guaranteed by, the United States of America in commercial paper obligations rated A-1 or P-1 or better by Moody' s Investor Services, Inc. or Standard & Poor' s Corporation, respectively, in each case with maturities not exceeding six months (or money market funds consisting of such obligations) or (ii) bank deposit accounts with a financial institution with a credit rating of not less than AA by Moody' s Investor' s Services, Inc. Subject to the adjustments set forth in Section 11 hereof, all earnings on the Cash Consideration, the Indemnity Escrow and the Adjustment Holdback shall be allocated to the Fully-Diluted Stockholders.

(b) As soon as practicable after the Effective Time, the Agent shall sell the aggregate fractional shares identified on Schedule A hereto (the " Fractional Shares" ) at then prevailing prices on the New York Stock Exchange (" NYSE" ) in the manner provided in this paragraph. The sale of the Fractions Shares by the Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. The compensation payable to the Agent and the expenses incurred by the Agent, in each case, in connection with such sale or sales of the Fractional Shares, and all related commissions, transfer taxes and other out-of-pocket transaction costs, will be paid by Parent out of its own funds. The proceeds of such sale or sales shall be distributed to Parent without interest as soon as practicable after the completion of such sale or sales. The Holders Representative acknowledges and agrees that the interests of the Fully-Diluted Shareholders in the Fractional Shares shall have been satisfied upon the cash deposit by Parent or Merger Sub contemplated by Section 3(a)(iv) above.

4. Receipt of Company Common Shares and Related Materials .

(a) In the event the Agent shall receive Letters of Transmittal (or facsimiles thereof) from the Fully-Diluted Stockholders (other than holders of Company Purchase Rights), or other instruments and communications submitted to the Agent in connection with the Merger, the Agent shall preserve the same until delivered to Parent or otherwise disposed of in accordance with Parent' s instructions.


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(b) All Letters of Transmittal, facsimile transmissions, letters, and other materials properly submitted to the Agent, except certificates for Common Company Shares, shall be stamped by the Agent to show the date and time of receipt thereof.

(c) The Agent shall accept any Letters of Transmittal and certificates (the " Pre-Approved Deliveries" ) received by it on or prior to the Closing Date and certified by Mark A. Roche on behalf of the Parent and the Holders Representative on behalf of the Fully-Diluted Stockholders without any examination. For any irregular items, the Agent should follow its regular procedures to attempt to cause any such irregularity to be corrected. The Agent is not authorized to waive any deficiency or irregularity in connection with the Letter of Transmittals unless Parent provides the Agent with written authorization. As to any irregular items the Agent cannot resolve by following its regular procedures, the Agent will consult with Parent and the Holders Representative for instructions, who shall be jointly responsible for deciding what action, if any, to be taken. Upon receipt of any certificates for the Company Common Shares, the Agent will physically cancel the certificates representing such Common Company Shares.

(d) Subject to the terms and conditions of this Agreement, the Agent is authorized to accept certificates for Company Common Shares and to issue (a) one or more Parent Shares representing, in the aggregate, the whole number of Parent Shares, if any, that the applicable Fully-Diluted Stockholder has the right to receive pursuant to Section 4.1(a) or 4.1(b) of the Merger Agreement and (b) a check to the applicable Fully-Diluted Stockholder in the amount equal to the allocable portion of the cash consideration, if any, that the applicable Fully-Diluted Stockholder has the right to receive pursuant to Sections 4.1(a) or 4.1(b) of the Merger Agreement, Section 4.3 of the Merger Agreement (including dividends and other distributions pursuant to Section 4.3(f) of the Merger Agreement) and cash payable in lieu of fractional shares as set forth in Section 3(a) above; provided , however , that the Agent shall accept the Pre-Approved Deliveries and make payments therefor to the Fully-Diluted Stockholders in accordance with the allocations set forth on Schedule A and consistent with Sections 4.1(a), 4.1(b), 4.3 and 4.4 of the Merger Agreement and the applicable Pre-Approved Deliveries on the Closing Date; provided , further , payments of the allocable portion of the cash consideration and Parent Shares shall be made by the Agent to holders of Company Purchase Rights upon written direction from Parent and in accordance with the allocations set forth on Schedule A and consistent with Sections 4.1(a), 4.1(b), 4.3 and 4.4 of the Merger Agreement. Subject to the terms of the Letter of Transmittal, Agent shall deduct and withhold from the amounts paid pursuant to this Section 4(d) any withholding taxes and such other amounts as are required under the Code or any applicable provision of state, local or foreign tax law, and the Agent shall provide to the applicable Fully-Diluted Stockholder notice of the amounts so deducted or withheld. All transfer taxes owing with respect to the transfers hereunder shall be paid by Parent.

(e) If payment is to be made by the Agent to a person other than the person in whose name a surrendered certificate is registered, the Agent will make no payment until the certificate so surrendered has been properly endorsed (or otherwise put in proper form for transfer) and the person requesting such payment has paid any transfer or other taxes


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or governmental charges required by reason of such payment in a name other than that of the registered holder of the certificate surrendered or has established to its satisfaction that such tax or charge either has been paid or is not payable. Any tax information with respect to such payment which the Agent is required to report pursuant to Section 4 of this Agreement shall list the registered holder of the certificate as the payee.

(f) If any Fully-Diluted Stockholder reports to the Agent that such Fully-Diluted Stockholder' s failure to surrender a certificate representing any Company Common Shares registered in such Fully-Diluted Stockholder' s name at the Effective Time is due to the theft, loss or destruction of his certificate, the Agent shall require such Fully-Diluted Stockholder to furnish an affidavit of such theft, loss or destruction. Upon receipt of such affidavit, the Agent may effect payment to such Fully-Diluted Stockholder as though he had surrendered such Fully-Diluted Stockholder' s certificate.

(g) If Company Common Shares registered in the name of any Person described on Schedule C are surrendered, Agent shall (i) arrange for the issuance of Parent Shares in the name of any other person only with the proper approval of Parent or its legal counsel; and (ii) issue in exchange therefor certificates representing Parent Shares with the following legend applied to each such certificate:

" THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE " ACT" ) APPLIES, HAVE BEEN DELIVERED IN RELIANCE UPON THE REPRESENTATION OF THE REGISTERED HOLDER HEREOF THAT THEY HAVE BEEN ACQUIRED FOR SUCH HOLDER' S ACCOUNT, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF, IN WHOLE OR IN PART, EXCEPT IN COMPLIANCE WITH APPLICABLE REQUIREMENTS OF RULE 145 OR PURSUANT TO A REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION."

5. Tax Reporting .

(a) On or before each January 31 of each year that any amount remains in escrow pursuant to this Agreement, the Agent will prepare and mail to each Fully-Diluted Stockholder receiving payment or allocated income pursuant to this Agreement during the prior calendar year, other than Fully-Diluted Stockholders who demonstrate their status as nonresident aliens in accordance with United States Treasury Regulations, an applicable Form 1099 reporting any cash payments during the prior calendar year, in accordance with Treasury regulations. The Agent will also prepare and file copies of such Forms 1099 by magnetic tape with the Internal Revenue Service, in accordance with Treasury Regulations.

(b) If the Agent has not received notice from the surrendering Fully-Diluted Stockholder of such Fully-Diluted Stockholder' s certified taxpayer identification number, the Agent shall deduct and withhold backup withholding tax from any cash payment made pursuant to the Code.

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(c) Should any issue arise regarding Federal income tax reporting or withholding, the Agent will take such action as Parent and the Holders Representative instruct the Agent in writing.

(d) The Parent and the Fully-Diluted Stockholders agree to report any payments to the Fully-Diluted Stockholders from the Escrow Accounts as payments subject to a contingency under the installment method described in section 453 of the Code. 6. Delivery of Payment . All checks, other than checks delivered at the Agent' s window, shall be forwarded by first class mail. In the case of any Fully-Diluted Stockholder, all checks, or certificates representing Parent Shares (if requested) shall be mailed to the address or account, as the case may be, set forth on such Fully-Diluted Stockholder' s Letter of Transmittal (or such other address as is subsequently provided to the Agent in writing by such Fully-Diluted Stockholder) or as set forth on Schedule A hereto. Notwithstanding the foregoing, the Agent shall pay the allocable cash owing pursuant to the Merger Agreement to those Fully-Diluted Shareholders identified with an asterisk on Schedule A hereto by wire transfer to the account set forth on such Fully-Diluted Shareholder' s Letter of Transmittal and as set forth on Schedule A hereto

7. Follow-Up Mailings . No later than one month after the date hereof, Agent will mail or caused to be mailed a follow-up letter to all Fully-Diluted Stockholders who did not theretofore surrender their certificates, or supply an affidavit pursuant to Section 4(f) of this Agreement, for payment of the proceeds. The follow-up letter will be mailed with a Letter of Transmittal, return envelope and W-9 Guidelines. In addition, the Agent may perform a search to locate these holders and is authorized to comply and ...