EXHIBIT C SHAREHOLDERS' VOTING RIGHTS AGREEMENT AND OTHER COVENANTS Among: 1. Santa Judith Participacoes S.A. (formerly named 312 Participacoes S.A.), a corporation duly incorporated and validly existing under the laws of the Federative Republic of...

                                                                     EXHIBIT C

           SHAREHOLDERS' VOTING RIGHTS AGREEMENT AND OTHER COVENANTS


Among:


1.   Santa Xxxxxx Participacoes S.A. (formerly named 312 Participacoes S.A.),
     a corporation duly incorporated and validly existing under the laws of
     the Federative Republic of Brazil, with head office at Xx. Xxxxxxxxxx
     Xxxxx Xxxx xx. 0000, 0xx. floor (part), in the city of Sao Paulo (SP),
     enrolled in the taxpayers' registry under number 03.970.207/0001-87
     ("LH1");

2.   Santa Xxxxx Participacoes S.A. (formerly named 323 Participacoes S.A.), a
     corporation duly incorporated and validly existing under the laws of the
     Federative Republic of Brazil, with head office at Xx. Xxxxxxxxxx Xxxxx
     Xxxx xx. 0000, 0xx xxxxx (xxxx), Xxx Xxxxx (XX), enrolled in the
     taxpayers' registry under number 04.001.357/0001-45 ("LH2");

3.   Santa Xxxxxx Participacoes S.A. (formerly named 328 Participacoes S.A.),
     a corporation duly incorporated and validly existing under the laws of
     the Federative Republic of Brazil, with head office at Xx. Xxxxxxxxxx
     Xxxxx Xxxx xx. 0000, 0xx xxxxx (xxxx), Xxx Xxxxx (XX), enrolled in the
     taxpayers' registry under number 04.007.374/0001-90 ("SH"); and

4.   Santa Xxxxxxxxx Participacoes S.A. (formerly named 327 Participacoes
     S.A.), a corporation duly incorporated and validly existing under the
     laws of the Federative Republic of Brazil, with head office at Xx.
     Xxxxxxxxxx Xxxxx Xxxx xx. 0000, 0xx xxxxx (xxxx), in the city of Sao
     Paulo (SP), enrolled in the taxpayers' registry under number
     04.006.973/0001-99 ("TH"),

and, as Intervening Parties,

5.   Xxxxx Xxxxx Xxxxxx, Brazilian citizen, married, economist, residing in
     Sao Paulo (SP), holder of ID no. 1.566.020-IFP/RJ, enrolled in the CPF/MF
     under nr. 000.000.000-00 ("JPL");

6.   Xxxxxx Xxxxxxx xx Xxxxx Sicupira, Brazilian citizen, married, business
     manager, residing in Sao Paulo (SP), holder of ID no. 1.971.453-IFP/RJ,
     enrolled in the CPF/MF under nr. 000.000.000-00 ("CAS"); and

7.   Xxxxxx Xxxxxxxx Xxxxxx, Brazilian citizen, married, economist, residing
     in Sao Paulo (SP), holder of ID no. 02.347.932-2-IFP/RJ, enrolled in the
     CPF/MF under nr. 000.000.000-00 ("MHT").




                                                                             2

With the acknowledgement and acceptance of:

1.   S-BRACO Participacoes S.A. (formerly named 311 Participacoes S.A.), a
     corporation duly incorporated and validly existing under the laws of the
     Federative Republic of Brazil, with head office at Xx. Xxxxxxxxxx Xxxxx
     Xxxx xx. 0000, 0xx xxxxx (xxxx), Xxx Xxxxx (XX), enrolled in the
     taxpayers' registry under number 03.980.209/0001-57 ("S-Braco" or the
     "Company");

2.   Braco S.A., a corporation duly incorporated and validly existing under
     the laws of the Federative Republic of Brazil, with head offices at Xx.
     Xxxxxxxxxx Xxxxx Xxxx xx. 0000, 0xx xxxxx (xxxx), Xxx Xxxxx (XX),
     enrolled in the taxpayers' registry under number 35.756.022/0001-60
     ("Braco");

3.   Empresa de Administracao e Participacoes S.A. - ECAP, a corporation duly
     incorporated and validly existing under the laws of the Federative
     Republic of Brazil, with head offices at Xx. Xxxxxxxxxx Xxxxx Xxxx xx.
     0000, 0xx xxxxx (xxxx), Xxx Xxxxx (XX), enrolled in the taxpayers'
     registry under number 27.098.946/0001-99 ("Ecap"); and

4.   Companhia de Bebidas das Americas - AmBev, a corporation duly
     incorporated and validly existing under the laws of the Federative
     Republic of Brazil, with head offices at Xx. Xxxxx Xxxxxx Xxxxxx xx. 000,
     b. F, 6th floor, Sao Paulo (SP), enrolled in the taxpayers' registry
     under number 02.808.708/0001-07 ("AmBev").


A. RECITALS

I.   LH1, LH2, SH and TH are each hereinafter referred to as "Holding" or as
     "Party".

II.  JPL, MHT and CAS are each hereinafter referred to as "Intervening Party".

III. S-Braco, Braco, Ecap and AmBev are each hereinafter referred to as
     "Acknowledging Party".

IV.  Each direct descendent of JPL, MHT and CAS (e.g. children, grandchildren
     etc.) is hereinafter referred to as "Family Member".

V.   LH1 and LH2 are companies controlled by JPL; SH is a company controlled
     by CAS; TH is a company controlled by MHT.




                                                                             3

VI.  The Holdings, in conjunction, directly control S-Braco, which, in turn,
     directly controls Braco. Braco directly, and indirectly through its
     subsidiary ECAP, holds a significant block of common and preferred shares
     in AmBev.

VII. In this Shareholders' Voting Rights Agreement and Other Covenants (the
     "Shareholders' Voting Rights Agreement"), any reference in the plural of
     a defined term which was originally expressed in the singular, as well as
     any reference in the singular of a defined term which was originally
     expressed in the plural, signifies only a quantitative modification and
     shall not be deemed to cause any change regarding the subject represented
     by the respective defined term.


B.   CAPITAL STRUCTURE OF S-BRACO



S-Braco's capital structure is, as of today, as follows:


                                  # Common              # Preferred                 # Total of       %
Shareholder                        Shares         %        Shares           %          Shares      Total
                                                                                 

Santa Xxxxxx
Participacoes S.A.                384.959        25        149.621         50         534.580      29,07

Santa Xxxxx
Participacoes S.A.                384.959        25        149.621          0         534.580      29,07

Santa Xxxxxxxxx
Participacoes S.A.                384.959        25              0         50         384.959      20,93

Santa Xxxxxx
Participacoes S.A.                384.959        25              0          0         384.959      20,93

Xxxxx Xxxxx
Xxxxxx                                  1         0              0          0               1          0

Xxxxxx Xxxxxxx xx
Xxxxx Xxxxxxxx                          0         0              0          0               0          0

Xxxxxx Xxxxxxx
Xxxxxx                                  1         0              0          0               1          0

Paulo Xxxxxxx
Xxxxxx                                  1         0              0          0               1          0

  Total                         1.539.840       100        299.242        100       1.839.082        100





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C.   AMBEV'S CONTROL

On July 1st, 1999, Fundacao Antonio e Xxxxxx Xxxxxxxxx Instituicao Nacional de
Beneficencia ("Fundacao Xxxxxxxxx"), Braco and Ecap, as well as AmBev, JPL,
MHT and CAS, the latter four as intervening parties, entered into a
shareholders' agreement with respect to the voting of shares of AmBev and the
voting by AmBev of the shares of its subsidiaries, among other matters, which
is attached hereto as Annex 1 (the "AmBev Shareholders' Agreement").


Now, therefore, the Parties have come to the following agreement:


1.   Purpose of this Shareholders' Voting Rights Agreement

The Parties intend to enter into this Shareholders' Voting Rights Agreement in
order to govern their rights and obligations: (i) as holders of common
("ordinarias") and/or preferred ("preferenciais") shares issued by the Company
and/or by its successors ("S-Braco Shares"); (ii) as direct and indirect
holders of common and/or preferred shares issued by Braco and/or by its
successors ("Braco Shares"); (iii) as direct and indirect holders of common
and/or preferred shares issued by Ecap and/or by its successors ("Ecap
Shares"); and (iv) as direct and indirect holders of common shares issued by
AmBev and/or by its successors ("AmBev Shares").

For the avoidance of any doubt, this Shareholders' Voting Rights Agreement is
not intended to, and does not, govern the Parties' rights and obligations as
direct and/or indirect holders of any other non-voting security issued by the
Company, Braco, Ecap or AmBev except for (a) any warrants which entitle the
holder to subscribe for new common shares in AmBev (also included in the
concept of AmBev Shares), (b) any and all non-voting quotas, preferred
non-voting shares and/or other securities owned by the Parties issued by the
Company or by any company or other type of institution controlled directly or
indirectly by the Company, notably Braco, Ecap, AmBev and their respective
subsidiaries and/or any successors of any of these companies or other types of
institutions ("Controlled Companies"), which in the future may acquire voting
rights, and (c) any other securities which entitle the holder to subscribe for
new voting shares in the Company and/or in the Controlled Companies, which
will be automatically included in the concept of, as the case may be, S-Braco
Shares, Braco Shares, Ecap Shares and AmBev Shares, for the time such
securities entitle the holder to subscribe for new voting shares in the
Company and/or in the Controlled Companies, limited or not (e.g. as a result
of a change in the applicable law or regulations, or of the non-payment of
dividends, or otherwise).

Any future S-Braco Shares, Braco Shares, Ecap Shares and AmBev Shares directly
or indirectly acquired by the Parties shall be forthwith subject to this
Shareholders' Voting Rights Agreement.




                                                                             5

2.   Compliance with this Shareholders' Voting Rights Agreement

Each Holding (and JPL, MHT and CAS) undertakes to exercise its influence in
the Company and in the Controlled Companies, including any voting rights
granted by all those companies' shares or quotas, as well as to cause its
representatives in all those companies' board of directors ("Board") or
Executive Committee ("Diretoria") to act and vote in such manner as to be, at
all times, in full compliance with the terms of this Shareholders' Voting
Rights Agreement.

Each of the Intervening Parties undertakes - individually and on behalf of
their respective successors - to use its best efforts to cause (a) each
Holding, the Company and the Controlled Companies to comply with the
provisions of this Shareholders' Voting Rights Agreement and (b) the
respective legal structures of the Parties, the Company and the Controlled
Companies to be at all times in full compliance with the principles herein
laid down.


3.   Representation on the Board of Directors of the Company

The Board of the Company shall consist of four members. Braco and Ecap shall
not have a Board but only an Executive Committee of two to four members. Each
block of voting shares representing 25% (twenty-five percent) of the voting
capital stock of the Company shall entitle its owner(s), at all times, to
designate (i) one member of the Board of the Company, (ii) one member of the
Executive Committee of Braco, (iii) one member of the Executive Committee of
Ecap and (iv) one member of the Board of AmBev and the respective alternate
member.

The Parties shall appoint a higher number of individuals to function as Board
members of AmBev if it proves to be necessary to maintain control over AmBev's
Board, alone or in conjunction with Fundacao Xxxxxxxxx, in any case pursuant
to the AmBev Shareholders' Agreement.

4.   Access to Information

Each Party, through the Board of Directors and/or Executive Committee member
designated by it, shall be entitled to receive all information relating to the
Company and to the Controlled Companies and to have access to the books and
records of the Company and of the Controlled Companies on a reasonable basis.

The Holdings and all Intervening Parties, as well as all Acknowledging Parties
to this Shareholders' Voting Rights Agreement, shall keep all non-publicly
available information strictly confidential and




                                                                             6

shall abstain from disclosing any such information to any third
parties.

5.   Unanimity for Certain Resolutions

Resolutions concerning the Company or the Controlled Companies relating to the
following issues may only be approved by prior unanimous vote of the Parties,
directly or through their appointed representatives pursuant to this
Shareholders' Voting Rights Agreement. For such purpose, any of the Parties
may call a meeting of the representatives of the other Parties ("Previous
Meeting"), to be held no later than two business days prior to any executive
committee meeting, board meeting, quotaholders' meeting, amendment to articles
of association, shareholders' meeting and/or any other type of meeting
(including, without limitation, previous meetings in relation to any
Controlled Company), as the case may be, in which any of the following issues
is or may become part of the agenda, in order to determine the uniform vote to
be cast by all of the Parties, directly or through their appointed
representatives, as the case may be, at said executive committee meetings,
board meetings, quotaholders' meetings, amendments to articles of association,
shareholders' meetings or other types of meetings. The Previous Meeting shall
be held, unless otherwise agreed by the Parties, at the head office of the
Company and shall be called by written notice no later than three business
days before (x) the date scheduled for the Previous Meeting or (y) the date
scheduled for the previous meeting provided in the AmBev Shareholders'
Agreement, whichever comes first. If any of the Parties is absent from the
Previous Meeting or abstains from voting, it shall be deemed to vote against
the adoption of the resolution. Each of the Holdings undertakes to abide by
the result of the Previous Meeting and to cause such result to be implemented
at executive committee meetings, board meetings, quotaholders meetings,
amendments to articles of association and shareholders' meetings of the
Company and/or of any of the Controlled Companies, as the case may be. In
order to avoid unnecessary holding of meetings, if (i) a Previous Meeting is
required under this Section5 to consider any matter that is also a matter for
which a previous meeting must be held in respect of any one or more Controlled
Companies, (ii) the decision taken on the matter at the Previous Meeting will
necessarily determine the decision to be taken at the Controlled Company
previous meeting(s), by virtue of the shareholdings of the Company and (iii)
the participants in the Previous Meeting and the Controlled Company previous
meeting(s) are the same or have all been appointed, directly or indirectly, by
the Parties or the Company, a single meeting shall be held and the decision
taken at the Previous Meeting on the matter shall be deemed to have been
adopted at the Controlled Company previous meeting(s) as well.

The following matters are covered by this Section 5:

     (a) Change of the corporate purpose of the Company and/or of any of the
     Controlled Companies (except and to the extent required by law);




                                                                             7

     (b) The performance of any act or omission that causes an increase in the
     number of activities effectively carried out by AmBev, by any company or
     other type of institution that is directly or indirectly controlled by
     AmBev, or the successors of any of them ("AmBev Controlled Companies"),
     to include any operational activity other than the production,
     distribution and sale of beer, soft drinks, mineral water, other
     beverages and other related activities, even if such other operational
     activities are described in the By-laws of AmBev (a portion of which is
     attached hereto as Annex 2) and/or in the AmBev Shareholders' Agreement
     as forming part of their corporate purpose;

     (c) Authorization for acquisition of shares issued by the Company and/or
     by any of the Controlled Companies, to be held in treasury or canceled,
     as well as authorization for the subsequent disposition of shares
     eventually held in treasury;

     (d) The performance of any act or omission, including (i) the alienation,
     assignment, transfer, encumbrance or disposition, by any means, of shares
     or quotas in the Controlled Companies, except for 1 (one) qualifying
     share to the board members or representatives of any of the Controlled
     Companies, if necessary; (ii) the alienation, assignment, waiver,
     transfer, encumbrance or disposition, by any means, of rights to
     subscribe for or acquire shares or quotas in any Controlled Company; or
     (iii) mergers, amalgamations, split-ups, spin-offs or any other form of
     corporate restructuring involving any of the Controlled Companies that
     may result in the loss by the Company of direct or indirect control,
     alone or together with Fundacao Xxxxxxxxx, over AmBev or any of the AmBev
     Controlled Companies;

     (e) Amalgamation, split-up or spin-off of the Company, merger of another
     company or a portion of the assets and liabilities of another company
     into the Company or merger of the Company into any other company;

     (f) Nomination of the chief executive officer of AmBev, if the proposed
     individual has not acted in the past as an officer of AmBev for a period
     of at least 5 (five) years;

     (g) Alienation, assignment, transfer, encumbrance or disposition, by any
     means, of proprietary rights in any of AmBev's and/or any of AmBev
     Controlled Companies' brands (including licenses to use such brands);

     (h) Approval of the policy for variable remuneration for employees and
     managers of the Company and/or of any of the Controlled Companies and/or
     changes in such policy (including stock option plans);




                                                                             8

     (i) Change in the following policies of the Company and/or of any of the
     Controlled Companies:

          (A)  as to the Company, Braco and Ecap, they shall distribute 100%
               (one hundred percent) of any proceeds received, directly or
               indirectly, from AmBev after:

                (i) deducting its operational expenses;

               (ii) provisions for contingencies, tax and other liabilities
                    and/or legally required reserves have been made;

              (iii) the respective company's outstanding and payable
                    financial obligations for the following fiscal year have
                    been funded (i.e. through a cash reserve); and

               (iv) 20% (twenty percent) of the cash available after expenses,
                    provisions and debt according to (i) through (iii) above
                    has been used in order to create an additional cash
                    reserve; provided, however, that such additional cash
                    reserve shall not exceed an amount equal to twice the
                    average of the total amount of dividends distributed by
                    the respective company in the 3 (three) years immediately
                    preceding calculation and shall be used to provide an
                    exceptional dividend for years in which the respective
                    company has not had a positive net income.

          (B)  as to AmBev, AmBev shall pursue a dividend policy appropriate
               for a publicly listed corporation which shall include the
               distribution of a minimum dividend of 27.5% (twenty-seven and
               one-half percent) of the preceding year's net income.


     (j) Liquidation, dissolution, filing for bankruptcy or concordata of the
     Company and/or of any of the Controlled Companies;


     (k) Change in the by-laws of the Company and/or of any of the Controlled
     Companies with respect to (i) any provisions that determine the manner of
     nominating the representatives of the Company and/or of any of the
     Controlled Companies at previous meetings, board of directors' meetings,
     shareholders' meetings, quotaholders' meetings and/or in amendments to
     articles of association, of their respective controlled companies and/or
     successors of their controlled companies, as well as in any act executed
     by the Company and/or by any of the




                                                                             9

     Controlled Companies in their capacity as partner, shareholder,
     quotaholder, consortium member or holder of any participation or economic
     or institutional interest in other companies, institutions or
     undertakings, (ii) any provisions related to majorities, attributions and
     other matters that affect the procedures for determining the vote to be
     cast by the Company and/or by any of the Controlled Companies, or by
     their respective representatives, at previous meetings, board of
     directors' meetings, shareholders' meetings, quotaholders' meetings
     and/or amendments to articles of association of their respective
     controlled companies and/or successors of their controlled companies, as
     well as in any act executed by the Company and/or by any of the
     Controlled Companies in their capacity as partner, shareholder,
     quotaholder, consortium member or holder of any participation or economic
     or institutional interest in other companies, institutions or
     undertakings and (iii) any other provisions that have, as a direct or
     indirect consequence, the effects referred to in (i) and (ii) above;

     (l) Change in the term of duration of the Company and/or of any of the
     Controlled Companies;

     (m) Creation or issue of securities that (i) are convertible or
     exchangeable into shares, quotas or other securities in the Company
     and/or in any of the Controlled Companies, or(ii) confer the right to
     subscribe for such shares, quotas or other securities;

     (n) Change in the structure of corporate bodies of the Company and/or of
     any of the Controlled Companies, including any change in the number of
     members of the Executive Committee (Diretoria) and the Board of
     Directors, if a Board of Directors exists;

     (o) Capital reduction of the Company and/or of any of the Controlled
     Companies, provided that a reduction to set off any accumulated losses
     shall be deemed not to be a capital reduction;

     (p) Listing or delisting the Company and/or any of the Controlled
     Companies for public trading of shares with the Brazilian Securities
     Exchange Commission ("Comissao de Valores Mobiliarios") or any other
     similar agency;

     (q) Acquisition, alienation, assignment, transfer, encumbrance or
     disposition of real estate, for any reason, by the Company and/or by any
     of the Controlled Companies, as well as any grant, by any of such
     entities, of security or guarantees of any nature for their own or third
     parties' obligations in any amount, including without limitation, the
     grant of personal guarantees such as aval and fianca;




                                                                            10

     (r) Assumption of any financings or loans, or any other transaction that
     results in the creation of indebtedness in any amount for the Company
     and/or for any of the Controlled Companies;

     (s) The entering into, change to, or termination of, any contract,
     agreement or transaction of any nature related to the Company and/or any
     of the Controlled Companies that, in a single transaction or series of
     related transactions carried out over a period of 12 (twelve) successive
     months, involves a total amount greater than 1% (one percent) of the net
     worth of the entity in question;

     (t) The entering into, change to, or termination of, any contract,
     agreement or transaction of any nature between the Company, on one side,
     and, on the other, (i) any of the Controlled Companies; or (ii) any
     company(ies), other type(s) of institution or individual(s) that,
     directly or indirectly, control(s) the Company; or (iii) any company or
     other type of institution that is directly or indirectly controlled by
     the same company(ies), other type(s) of institution or individual(s) that
     control(s) the Company; or (iv) any family member(s) of individual(s) who
     control(s) the Company, or any company(ies) or other type(s) of
     institutios) controlled, directly or indirectly, by such family
     member(s).

     (u) The entering into, change to, or termination of, any contract,
     agreement or transaction of any nature between any of the Controlled
     Companies, on one side, and, on the other, (i) any company or other type
     of institution that is directly or indirectly controlled by the
     Controlled Company in question; or (ii) any company or other type of
     institution that directly or indirectly controls or participates in the
     control of the Controlled Company in question; or (iii) any company or
     other type of institution that is directly or indirectly controlled by
     the same company(ies) and/or other type(s) of institution that control(s)
     the Controlled Company in question;

     (v) Nomination of the Officer(s) or representative(s) who shall represent
     the Company and/or any of the Controlled Companies (i) at shareholder's
     meetings, quotaholder's meetings and/or in amendments to the articles of
     association of any of its respective controlled companies and/or the
     successors of such controlled companies, as well as (ii) in any other act
     or instrument executed by the Company and/or by any of the Controlled
     Companies in their capacity as partner, shareholder, quotaholder,
     consortium member or holder of any participation or economic or
     institutional interest in other companies, institutions or undertakings;




                                                                            11

     (w) Participation by the Company and/or by any of the Controlled
     Companies in other new or existing companies, institutions or
     undertakings in Brazil or abroad, as partner, shareholder, quotaholder,
     consortium member or holder of any participation or economic or
     institutional interest, including participation in shareholders'
     agreements, quotaholders' agreements, consortia, joint ventures,
     investment agreements or any other type of agreement of association
     and/or institutional participation;

     (x) any extension or any kind of modification to the term of the AmBev
     Shareholders' Agreement;

     (y) the exercise, failure to exercise, waiver or performance of any other
     act or omission in respect of the right of first refusal and/or the
     purchase and sale option related to AmBev shares (according to Clauses VI
     and VII of the AmBev Shareholders' Agreement); and

     (z) without prejudice to any of the matters listed above, any decision in
     respect of any of the matters listed in article 136 of Law nr. 6.404/76
     in relation to the Company and/or to any of the Controlled Companies, as
     well as any transaction that may give the shareholders of such companies
     the right to exercise appraisal rights (direito xx xxxxxxx) within the
     terms of applicable legislation.

6.   Deadlocks

In the event of a deadlock relating to this Shareholders' Voting Rights
Agreement (excluding resolutions to be taken by unanimous vote under Section 5
above in relation to which this Section shall not apply and a dissenting vote
shall prevent the adoption of the resolution as provided in such Section 5),
JPL, CAS or MHT, as the controlling shareholders of the Holdings, shall have a
binding personal casting vote in order to resolve the deadlock immediately.
The casting vote shall be exercised in turns by each of JPL, CAS and MHT by
order of the most senior individual alive (i.e. the first casting voteshall be
exercised by JPL, the second by CAS, the third by MHT, the fourth by JPL,
etc). Such right shall terminate upon the 75th (seventy-fifth) birthday of
JPL, CAS or MHT, respectively. Such right shall not be transmitted to any
successor by inheritance or otherwise and shall remain in effect so long as at
least one of JPL, CAS and MHT are alive and less than 75 (seventy-five) years
of age.




                                                                            12

Issues that are resolved by the exercise of this deadlock provision may only
be brought again for resolution pursuant to this Section after a period of 2
(two) years.

7.   Holding and Purchase of Shares

Each Party (and JPL, CAS and MHT) covenant and agree and shall procure and
ensure that:

     a)   JPL, MHT and CAS and their respective Family Members shall not hold,
          directly or indirectly, any S-Braco Shares, Braco Shares or Ecap
          Shares other than through their respective Holdings (except for
          qualifying shares required for board members).

     b)   The Parties (and JPL, CAS and MHT and their respective Family
          Members) shall not hold, directly or indirectly, any AmBev Shares
          other than through the Company, Braco and Ecap, except for one AmBev
          Share which may be required for the Parties' representatives and
          transferred to them on a fiduciary basis for the Parties to be
          represented at the Board of AmBev (provided that preferably this
          qualifying share shall be a non-voting share).

     c)   The Company shall have an irrevocable and evergreen purchase option
          ("call option") over any current and future AmBev Shares held
          directly or indirectly, other than through the Company, Braco or
          Ecap, by any of the Parties (or by JPL, CAS and MHT) or by any
          Family Member or by a legal entity controlled by one or several such
          parties. The exercise price of the call option, in cash, shall be
          the higher of either (i) the market value at the time the call
          option is exercised or (ii) the actual price paid for the
          acquisition of such AmBev Shares by the respective holder, adjusted
          for inflation according to the IGP-M (Indice Geral de Precos xx
          Xxxxxxx) rate, or such other index as may replace it, applied on a
          pro rata temporis basis. Furthermore, the parties against whom the
          Company has a call option shall immediately inform the Company of
          any AmBev Shares held directly or indirectly and offer such AmBev
          Shares to the Company for purchase.

     d)   The Parties (and JPL, CAS and MHT) hereby irrevocably assign to the
          Company any current and future rights to purchase or subscribe for
          any Braco Shares, ECAP Shares or AmBev Shares offered thereto by any
          other shareholder of AmBev, Braco or Ecap.

8.   No Pledging of Shares etc.

(a) The Parties shall not in any way give in fiduciary disposition (alienacao
fiduciaria), pledge or otherwise encumber to any third party, including
without limitation the Parties, or otherwise dispose of AmBev Shares, Ecap
Shares, Braco Shares, S-Braco Shares or of shares/quotas in the




                                                                            13

Controlled Companies, as security for the obligations of third parties or
under any other arrangement that could result, legally or economically, in the
transfer of ownership of or control resulting from such shares/quotas to any
third party.

(b) The Parties shall not grant any usufruto or fideicomisso over the AmBev
Shares, Braco Shares, Ecap Shares, S-Braco Shares, or over the Controlled
Companies' shares or quotas.

(c) The by-laws of each of the Company and the Controlled Companies shall
provide for a duty of the officers and the Company itself as well as the
Controlled Companies to abstain from registering any transaction against the
provisions of this Section.

9.   Legal Successors of the Parties Hereto

This Shareholders' Voting Rights Agreement shall not be terminated upon death
of any individual who is a party or intervening hereto; rather, the rights and
obligations of JPL, CAS and MHT under this Shareholders' Voting Rights
Agreement, except for the rights to cast a binding vote pursuant to Section 6,
shall be binding upon and benefit their respective Family Members. Any other
legal successor of JPL, CAS or MHT or of the Family Members or any other third
party which may, without violation of the terms of this Shareholders' Voting
Rights Agreement, receive, directly or indirectly, the S-Braco's or its
successors' shares or quotas by operation of law or by last will (legacies by
testament), shall not benefit from the terms hereof, unless the remaining
Parties shall decide by simple majority whether or not the respective legal
successor or third party shall effectively become a party to this
Shareholders' Voting Rights Agreement. In this case, the respective legal
successor or third party shall declare in writing, prior to the transfer of
S-Braco's or its successors' shares, that he(she) irrevocably and
unconditionally agrees to be bound by all obligations contained in this
Shareholders' Voting Rights Agreement and that he(she) shall comply with all
the terms of this Shareholders' Voting Rights Agreement.

10.  Conciliation Procedure

If a dispute arises in connection with this Shareholders' Voting Rights
Agreement (and without prejudice to the deadlock procedure provided in Section
6), any Party may invoke the conciliation procedure set forth below by
providing written demand for resolution to the other Parties describing the
nature of such dispute in reasonable detail, provided that the conciliation
procedure may not be invoked to overrule or change the vote of any of the
Parties in relation to any matter subject to the unanimous vote provision of
Section 5 above.




                                                                            14

A meeting of the senior management of the Parties shall be scheduled to
attempt to resolve such disagreements within 20 (twenty) days as of the
receipt of the demand for resolution. At such meeting, the Parties shall
conduct friendly deliberations with the goal of resolving the dispute. This
meeting shall be held in the head offices of the Company.

If the dispute is not resolved within 30 (thirty) days as of the date of the
first meeting of the Parties, the Parties shall jointly nominate an
independent and neutral mediator who shall submit, within 30 (thirty) days, a
non-binding proposal to resolve the dispute.

The Parties acknowledge that refusal to participate in the conciliation
procedure described above may be construed as evidence of bad faith in
connection with the dispute at issue.

11.  Governing Law

This Shareholders' Voting Rights Agreement shall be construed in accordance
with and governed by the laws of the Federative Republic of Brazil, without
giving effect to any choice of law or conflict of law rules or provisions
(whether of the Federative Republic of Brazil or any other jurisdiction) that
would cause the application of the laws of any other jurisdiction other than
those of the Federative Republic of Brazil.

12.  Arbitration

Any dispute arising under this Shareholders' Voting Rights Agreement among the
Parties hereto or related thereto and not settled in accordance with the
conciliation procedure set forth in Section 10 shall be finally settled by
arbitration, provided that this reference to arbitration shall not be
understood as a limitation to the use of deadlock resolution procedure set
forth in Section 6 hereof or in order to review, overrule or change the vote
of any of the Parties in relation to any matter subject to the unanimous vote
provision of Section 5 above. All disputes arising under the terms of or in
connection with this Shareholders' Voting Rights Agreement shall be resolved
exclusively as follows: first, the Conciliation Procedure set forth in Section
10 shall be carried out. If the disagreements cannot be resolved by the
Conciliation Procedure within 90 (ninety) days from the date any Party made a
written demand for resolution, a binding arbitration shall be held. The Rules
of Arbitration of the International Chamber of Commerce ("ICC"), as amended
from time to time, shall apply in any arbitration held pursuant to this
Shareholders' Voting Rights Agreement, except to the extent that the said
rules have been expressly modified by this Shareholders' Voting Rights
Agreement. The proceedings shall be held in Zurich in the English language,
administered by the ICC. As a minimum set of rules in the arbitration the
Parties agree as follows:




                                                                            15

     1.   The arbitration shall be held by a single arbitrator mutually
          acceptable to all parties. If the parties cannot agree on a single
          arbitrator within 30 (thirty) days from the date written demand for
          arbitration is made, three arbitrators shall be appointed according
          to the Rules of Arbitration of the ICC, as amended from time to time
          (including without limitation the multi-party arbitration
          provisions). The plaintiff party (or parties), on the one hand, and
          the defendant party (or parties), on the other hand, shall each
          appoint one arbitrator. If either party fails so to appoint its
          arbitrator, then the arbitrator for such party shall be appointed by
          the ICC. The first two arbitrators appointed in accordance with this
          provision shall appoint a third arbitrator. If the first two
          arbitrators appointed fail to appoint a third arbitrator then the
          ICC shall appoint the third arbitrator. The third arbitrator shall
          act as a chair of the tribunal. The arbitrators shall be
          knowledgeable regarding international business transactions and no
          arbitrator shall be domiciled or resident in Brazil or admitted to
          the Bar (Ordem dos Advogados do Brasil) in Brazil.

     2.   The parties shall equally bear the costs and fees of the arbitration
          and each party shall bear its own legal expenses incurred in the
          conduct of the arbitration, unless the arbitral decision holds that
          one of the parties is liable to pay expenses incurred by the other
          party in the conduct of the arbitration, including reasonable
          attorneys' fees, costs and other expenses in connection with the
          damages for which the party is found liable.

     3.   Any award shall be final and binding, and shall not be subject to
          appeal or review in any forum. Each party agrees to submit to the
          jurisdiction of state and federal courts located in Sao Paulo,
          Brazil for purposes of the enforcement of any such decision, award,
          order or judgment.

     4.   Any arbitration proceeding hereunder shall be conducted on a
          confidential basis.

     5.   The duty of the parties to arbitrate any dispute within the scope of
          this Shareholders' Voting Rights Agreement shall survive the
          expiration or termination of this Shareholders' Voting Rights
          Agreement for any reason. The discretion of the arbitrator(s) in
          setting out the terms of his(their) decision shall be limited as
          stated in this Section and shall include money damages and specific
          performance under the express terms of this Shareholders' Voting
          Rights Agreement.

13.  Term and Termination

This Shareholders' Voting Rights Agreement is in force and effect as of the
date of its execution and shall continue to be in force and effect for the
term of corporate existence of the Company or its legal successor, or for 99
(ninety-nine) years, whichever comes first.




                                                                            16

Upon completion of the transfer of all of S-Braco Shares by any of the
Parties, such transferring Party shall immediately be excluded from this
Shareholders' Voting Rights Agreement, which shall immediately terminate in
relation to such transferring Party, except for the provisions set forth in
Section 12 and in Section 15(c) below which shall survive the termination for
any reason of this Shareholders' Voting Rights Agreement.

14.  Intervening Parties

The Intervening Parties JPL, CAS and MHT execute this Shareholders' Voting
Rights Agreement, in their capacity as controlling shareholders of the
Parties, for the purpose of manifesting their consent to the obligations
expressly assumed by them and the rights expressly conferred upon them under
this Shareholders' Voting Rights Agreement.


15.  Final Provisions

(a) AmBev Shareholders' Agreement. The terms and conditions of this
Shareholders' Voting Rights Agreement are subordinated to and subject to any
rights granted to other parties of the AmBev Shareholders' Agreement.

(b) Severability. The provisions of this Shareholders' Voting Rights Agreement
are several and the unenforceability of any provision of this Shareholders'
Voting Rights Agreement shall not affect the enforceability of any other
provision hereof. In addition, in the event any provision of this
Shareholders' Voting Rights Agreement (or a portion thereof) is determined to
be unenforceable by an arbitral award obtained pursuant to Section 12 or by a
court of competent jurisdiction, it is the mutual agreement of the Parties
that such provision shall be construed in a manner designed to reach the
purpose of such unenforceable provision to the maximum extent enforceable
under applicable law. If such construction is not possible, the parties
undertake, to the extent reasonably possible, to modify such provision (or a
portion thereof) in order to implement its purposes as fully as possible.

(c) Entire Agreement. This Shareholders' Voting Rights Agreement and the other
writings referred to herein or delivered pursuant hereto contain the entire
agreement among the Parties hereto with respect to the subject matter hereof
and supersede all prior and contemporaneous agreements and understandings with
respect thereto, all of which are hereby automatically terminated in their
entirety and of no further force or effect without any action by the parties
thereto.

(d) Confidentiality. The Parties agree to keep the existence of this
Shareholders' Voting Rights Agreement and all of its terms and conditions
strictly confidential and not to disclose this




                                                                            17

Shareholders' Voting Rights Agreement and its terms and conditions to any
third parties, unless (i) compelled to do so by force of law and to the extent
such disclosure is strictly necessary under applicable law or (ii) to any
prospective investor and to the binding effect in relation to any new
shareholder, pursuant to Section 9.

(e) Registration. This Shareholders' Voting Rights Agreement will be filed
with the Company, pursuant to article 118 of the Brazilian Corporate Law and
each share registration shall include a legend substantially as follows: "The
shares referred to in this registration and the exercise of voting rights are
subject to a Shareholders' Voting Rights Agreement dated as of August 30,
2002.

(f) Specific Performance. This Shareholders' Voting Rights Agreement shall
have specific performance pursuant to article 118 of Law no. 6,404/76, as
amended from time to time, and to articles 461, 639 and following of the Code
of Civil Procedure. The arbitral award provided for in Section 12 shall also
have specific performance.

(g) Amendments, Waivers. No failure or delay on the part of any party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof except as explicitly provided herein, nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies
herein provided shall be cumulative and not exclusive of any rights or
remedies provided by law. Any provision of this Shareholders' Voting Rights
Agreement may be amended or waived if, but only if, such amendment or waiver
is in writing and is signed, in the case of an amendment, by each party to
this Shareholders' Voting Rights Agreement, or in the case of a waiver, by the
party against whom the waiver is to be effective. Any amendment to this
Shareholders' Voting Rights Agreement shall only be valid if dated subsequent
to the date of execution of this Shareholders' Voting Rights Agreement.

(h) Language: In case of inconsistencies between the English version and the
Portuguese version of this Shareholders' Voting Rights Agreement, the English
version shall prevail.

(i) Notices: All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given when
delivered in person or by facsimile transmission (confirmed by the sender by
mail) to the respective parties as follows:




                                                                            18

         If to Santa Xxxxxx Participacoes S.A.:

         Xx. Xxxxxxxxxx Xxxxx Xxxx xx. 0000 - 0x xxxxx (parte)
         Sao Paulo - SP
         Brasil - CEP: 00000-000
         Fax: 000-0000-0000

         Att: Sr. Xxxxx Xxxxx Xxxxxx

         If to Santa Xxxxx Participacoes S.A.:

         Xx. Xxxxxxxxxx Xxxxx Xxxx xx. 0000 - 0x xxxxx (parte)
         Sao Paulo - SP
         Brasil - CEP: 00000-000
         Fax: 000-0000-0000

         Att.: Sr. Xxxxx Xxxxx Xxxxxx


         If to Santa Xxxxxxxxx Participacoes S.A.:

         Xx. Xxxxxxxxxx Xxxxx Xxxx xx. 0000 - 0x xxxxx (parte)
         Sao Paulo - SP
         Brasil - CEP: 00000-000
         Fax: 000-0000-0000

         Att.: Sr. Xxxxxx Xxxxxxxx Xxxxxx

         If to Santa Xxxxxx Participacoes S.A.:

         Xx. Xxxxxxxxxx Xxxxx Xxxx xx. 0000 - 0x xxxxx (parte)
         Sao Paulo - SP
         Brasil - CEP: 00000-000
         Fax: 000-0000-0000

         Att.: Sr. Xxxxxx Xxxxxxx xx Xxxxx Sicupira


         If to Xxxxx Xxxxx Xxxxx:

         Av. Brigadeiro Xxxxx Lima no. 3729 - 7o andar (parte)
         Sao Paulo - SP
         Brasil - CEP: 00000-000
         Fax: 000-0000-0000




                                                                            00

         Xx xx Xxxxxx Xxxxxxx xx Xxxxx Xxxxxxxx:

         Av. Brigadeiro Xxxxx Lima no. 3729 - 7o andar (parte)
         Sao Paulo - SP
         Brasil - CEP: 00000-000
         Fax: 000-0000-0000

         If to Xxxxxx Xxxxxxxx Xxxxxx:

         Av. Brigadeiro Xxxxx Lima no. 3729 - 7o andar (parte)
         Sao Paulo - SP
         Brasil - CEP: 00000-000
         Fax: 000-0000-0000


          or to such other address as the person to whom notice is given may
          have previously furnished to the other in writing in the manner set
          forth above (provided that notice of any change of address shall be
          effective only upon receipt thereof).

IN WITNESS WHEREOF, the Parties hereto have executed this Shareholders' Voting
Rights Agreement as of August 30, 2002.

Signatures:

Santa Xxxxxx Participacoes S.A.
                                             /s/ Xxxxx Xxxxx Xxxxxx
                                         -----------------------------------


Santa Xxxxxxxxx Participacoes S.A.          /s/ Xxxxxx Xxxxxxx Xxxxxx
                                         -----------------------------------


Santa Xxxxx Participacoes S.A.              /s/ Xxxxx Xxxxx Xxxxxx
                                         -----------------------------------




                                                                            20



SECOND SIGNATURE PAGE OF THE S-BRACO PARTICIPACOES S.A. SHAREHOLDERS' VOTING
RIGHTS AGREEMENT AND OTHER COVENANTS, DATED AS OF AUGUST 30, 2002.
                                                                                 
Santa Xxxxxx Participacoes S.A.                 /s/ Xxxxxx Xxxxxxx xx Xxxxx Sicupira
                                             ---------------------------------------

Xxxxx Xxxxx Xxxxxx                              /s/ Xxxxx Xxxxx Xxxxxx
                                             ---------------------------------------

Xxxxxx Xxxxxxx xx Xxxxx Sicupira                /s/ Xxxxxx Xxxxxxx xx Xxxxx Sicupira
                                             ---------------------------------------

Xxxxxx Xxxxxxxx Xxxxxx                          /s/ Xxxxxx Xxxxxxxx Xxxxxx
                                             ---------------------------------------

Agreed and accepted:
S-BRACO Participacoes S.A.
                                                /s/ Xxxxx Xxxxx Xxxxxx                    /s/ Xxxxxxx Xxxxx Xxxxxxxx Xxxxx
                                             ---------------------------------------   ---------------------------------------

Braco S.A.                                      /s/ Xxxxx Xxxxx Xxxxxx                    /s/ Xxxxxxx Xxxxx Xxxxxxxx Xxxxx
                                             ---------------------------------------   ---------------------------------------

Empresa de Administracao e Participacoes S.A.
                                                /s/ Xxxxx Xxxxx Xxxxxx                    /s/ Xxxxxxx Xxxxx Xxxxxxxx Xxxxx
                                             ---------------------------------------   ---------------------------------------

Companhia de Bebidas das Americas - AmBev
                                                /s/ Xxxx Xxxxxx Xxxxxxxx Xxxxx Xxxxx      /s/ Xxxxxx Xxxxx xx Xxxxx
                                             ---------------------------------------   ---------------------------------------


Witness:                                     Witness:

    /s/ Marcio Xxxxxxxxx Xxxxx Xxxxxx            /s/ Xxxxxxx Xxxxxxx de Xxxxxxx x Xxxxx
-------------------------------------         -----------------------------------------
Name:   Marcio Xxxxxxxxx Xxxxx Xxxxxx        Name:   Xxxxxxx Xxxxxxx de Xxxxxxx x Xxxxx
ID No.: R.G.14.114.166                       ID No.: R.G.6.122.637-0 SSP/PR





                                                                            21

List of Annexes:

Annex 1: AmBev Shareholders' Agreement (incorporated by reference to Exhibit A
to Amendment No. 1 to Schedule 13D relating to AmBev, filed on October 27,
2000 by Fundacao Antonio e Xxxxxx Xxxxxxxxx Instituicao Nacional de
Beneficencia, Braco and Ecap).

Annex 2: Provisions of the by-laws of AmBev related to is corporate purpose.

Annex 3: Joinder Agreement




                                                                            22

                            Annex 2 - AmBev By-Laws

The objective of the Company shall be, either directly or through
participation in other business associations:

     a)   to produce and commercialize beer, concentrates, soft drinks, and
          other beverages;

     b)   to produce and commercialize raw materials necessary for the
          manufacture of beverages and their by-products, including malt,
          barley, ice, carbon gas, as well as apparatuses, machines,
          equipment, and all else necessary or useful for the activities
          listed in item "a" above;

     c)   to package and handle any of its products, or those of third
          parties;

     d)   to cultivate and fund agricultural activities for the production of
          cereals and fruits that constitute raw material for use in the
          manufacturing activities of the Company, as well as in other sectors
          demanding a maximum dynamic in the exploitation of the virtual
          resources of the Brazilian soil, mainly as regards food and health;

     e)   to process, purge, engage in other phytosanitary services, and
          manufacture the products resulting from the activities listed in
          item "d" above, be it to service the needs of its own manufacturing
          process, or be it for the commercialization of its by-products;

     f)   to advertise its products and those of third parties and to
          commercialize promotion and advertising material;

     g)   to render technical, marketing, and management assistance services,
          as well as other assistance services related directly or indirectly
          toe the main activities of the Company;

     h)   to import all that is necessary for its manufacturing and
          commercialization process;

     i)   to export is products;

     j)   to operate, either directly and indirectly, bars, restaurants,
          luncheonettes and the like; and

     k)   to contract the sale and/or distribution of its products and of
          those of its controlled companies, either directly or through third
          parties, to use whatever means of transportation are necessary to
          distribute its products, by-products and accessories, and to adopt
          any system or directive that, at the discretion of the Board of
          Directors, is conducive to the intended objectives.




                                                                            23

     Sole Paragraph - In addition to the stipulations contained
in the heading of this Article, the Company may participate in or
become associated with other business associations, whether
commercial or civil, as a partner, shareholder or quota holder,
in the country or abroad.




                                                                            24

                                    Annex 3
    Instrument of Adherence to the Companhia de Bedidas da Americas - AmBev
                           Shareholders' Agreement

     Entered into by and between:

     1. Santa Xxxxxx Participacoes S.A. (formerly 312 Participacoes S.A.), a
     corporation duly incorporated and validly existing under the laws of the
     Federative Republic of Brazil, with its head office at Xx. Xxxxxxxxxx
     Xxxxx Xxxx xx. 0000, 0xx floor (part), in the City and State of Sao
     Paulo, enrolled in the taxpayers' register (CNPJ) under no.
     03.970.207/0001-87 ("LH1");

     2. Santa Xxxxx Participacoes S.A. (formerly 323 Participacoes S.A.), a
     corporation duly incorporated and validly existing under the laws of the
     Federative Republic of Brazil, with its head office at Xx. Xxxxxxxxxx
     Xxxxx Xxxx xx. 0000, 0xx floor (part), in the City and State of Sao
     Paulo, enrolled in the taxpayers' register (CNPJ) under no.
     04.001.357/0001-45 ("LH2");

     3. Santa Xxxxxx Participacoes S.A. (formerly 328 Participacoes S.A.), a
     corporation duly incorporated and validly existing under the laws of the
     Federative Republic of Brazil, with its head office at Xx. Xxxxxxxxxx
     Xxxxx Xxxx xx. 0000, 0xx floor (part), in the City and State of Sao
     Paulo, enrolled in the taxpayers' register (CNPJ) under no.
     04.007.374/0001-90 ("SH");

     4. Santa Xxxxxxxxx Participacoes S.A. (formerly 327 Participacoes S.A.),
     a corporation duly incorporated and validly existing under the laws of
     the Federative Republic of Brazil, with its head office at Xx. Xxxxxxxxxx
     Xxxxx Xxxx xx. 0000, 0xx floor (part), in the City and State of Sao
     Paulo, enrolled in the taxpayers' register (CNPJ) under no.
     04.006.973/0001-99 ("TH"); and

     5. S-BRACO Participacoes S.A. (formerly 311 Participacoes S.A.), a
     corporation duly incorporated and validly existing under the laws of the
     Federative Republic of Brazil, with its head office at Xx. Xxxxxxxxxx
     Xxxxx Xxxx xx. 0000, 0xx floor (part), in the City and State of Sao
     Paulo, enrolled in the taxpayers' register (CNPJ) under xx.
     00.000.000/0000-00 ("X-Xxxxx"),




                                                                            00

     XX0, XX0, XX XX and S-BRACO hereafter referred to collectively as
     "Parties" and individually as a "Party";

     And, as consenting intervening parties ,

     Fundacao Antonio e Xxxxxx Xxxxxxxxx Instituicao Nacional de Beneficencia,
     with its head office in the City of Sao Paulo, State of Sao Paulo, at Xxx
     Xxxxxxxxx xx. 00, xxxxxxxx xx. 0, enrolled in the taxpayers' register
     (CNPJ) under no. 60.480.480/0001-67, represented herein in accordance
     with its bylaws ("FZ"), and

     Companhia de Bebidas das Americas - AmBev, a corporation duly
     incorporated and validly existing under the laws of the Federative
     Republic of Brazil, with its head office at Av. Xxxxx Xxxxxx Xxxxxx no.
     215, block F, 6th floor, in the City and State of Sao Paulo, enrolled in
     the taxpayers' register (CNPJ) under no. 02.808.708/0001-07 ("AmBev").

     Whereas

     I - On July 1, 1999, FZ, Braco S.A., a corporation duly incorporated and
     validly existing under the laws of the Federative Republic of Brazil,
     with its head office at Xx. Xxxxxxxxxx Xxxxx Xxxx xx. 0000, 0xx floor
     (part), in the City and State of Sao Paulo, enrolled in the taxpayers'
     register (CNPJ) under no. 35.756.022/0001-60 ("Braco"), and Empresa de
     Administracao e Participacoes S.A. - ECAP, a corporation duly
     incorporated and validly existing under the laws of the Federative
     Republic of Brazil, with its head office at Xx. Xxxxxxxxxx Xxxxx Xxxx xx.
     0000, 0xx floor (part), in the City and State of Sao Paulo, enrolled in
     the taxpayers' register (CNPJ) under no. 27.098.946/0001-99 ("Ecap"), in
     their capacity as shareholders of AmBev, entered into a shareholders'
     agreement that deals with, among other matters, voting rights in AmBev
     and AmBev's voting rights in its controlled companies ("AmBev
     Shareholders' Agreement);




                                                                            26

     II - In addition to AmBev, there appear in the AmBev Shareholders'
     Agreement, as consenting intervening parties, Xxxxx Xxxxx Xxxxxx,
     Brazilian citizen, married, economist, residing in the City and State of
     Sao Paulo, holder of identity card no. 1.566.020-IFP/RJ and enrolled in
     the taxpayers' register (CPF/MF) under no. 000.000.000-00 ("JPL"), Xxxxxx
     Xxxxxxxx Xxxxxx, Brazilian citizen, married, economist, residing in the
     City and State of Sao Paulo, holder of identity card no.
     02.347.932-2-IFP/RJ and enrolled in the taxpayers' register (CPF/MF)
     under no. 000.000.000-00 ("MHT") and Xxxxxx Xxxxxxx xx Xxxxx Sicupira,
     Brazilian citizen, married, business manager, residing in the City and
     State of Sao Paulo, holder of identity card no. 1.971.453-IFP/RJ,
     enrolled in the taxpayers' register (CPF/MF) under no. 000.000.000-00
     ("CAS"), all of whom are referred to in the AmBev Shareholders' Agreement
     as "Braco Controllers" (Controladores Braco);

     III - As FZ is aware: (i) JPL transferred his shareholding in Braco to
     S-Braco and simultaneously transferred his shareholding in S-Braco in
     equal parts to LH1 and LH2; (ii) CAS transferred his shareholding in
     Braco to S-Braco and simultaneously transferred his shareholding in
     S-Braco to SH; and (iii) MHT transferred his shareholding in Braco to
     S-Braco and simultaneously transferred his shareholding in S-Braco to TH;

     IV - The transfers of JPL's, CAS's and MHT's shareholdings in Braco,
     referred to above, did not change in any respect ultimate control of
     Braco, which continues to be exercised, indirectly, by JPL, CAS and MHT;

     V - Section 6.6.5 of the AmBev Shareholders' Agreement provides that in
     the event of division between the Braco Controllers (and/or their
     successors) of the shareholdings held by them directly or indirectly in
     Braco and/or Ecap, by reason of corporate split or other form of
     corporate reorganization, the provisions of section 6.6 to 6.6.4 of the
     AmBev Shareholders' Agreement shall apply;

     VI - Among the above-mentioned provisions, section 6.6.2 of the AmBev
     Shareholders' Agreement establishes, as a condition to the effectiveness
     of any Transfer of Shares (Alienacao de Acoes), that the Acquiror
     (Adquirente) must first execute an instrument for the purpose of adhering
     to the AmBev Shareholders' Agreement, undertaking irreversibly and
     irrevocably to comply unconditionally with all its terms and provisions
     including, without limitation, the right of first refusal established in
     Section VI of the AmBev Shareholders' Agreement;




                                                                            27

     VII - LH1, LH2, SH, TH and S-Braco wish to adhere to the AmBev
     Shareholders' Agreement and undertake, irreversibly and irrevocably, to
     comply unconditionally with all its terms and provisions including,
     without limitation, the right of first refusal established in Section VI
     of the AmBev Shareholders' Agreement,

     Now therefore the Parties have entered into this Instrument of Adherence
     to the AmBev Shareholders' Agreement ("Instrument of Adherence"), in
     accordance with the following provisions:

     1.1 - Terms defined in the AmBev Shareholders' Agreement shall have the
     same meaning in this Instrument of Adherence, without prejudice to such
     other definitions as may be established herein.

     1.2 - By this instrument, the Parties adhere to the AmBev Shareholders'
     Agreement, undertaking irreversibly and irrevocably to comply
     unconditionally with all its terms and provisions including, without
     limitation, the right of first refusal established in Section VI of the
     AmBev Shareholders' Agreement.

     1.3 - The consenting intervening parties execute this instrument to
     manifest, irreversibly and irrevocably, their consent to the entire tenor
     of this instrument and in particular the transfer to S-Braco of the
     shareholdings held by the Braco Controllers in Braco.

     And having so agreed, the parties and consenting intervening parties have
     executed this instrument in 6 (six) counterparts of equal form and
     content, in the presence of the undersigned witnesses.

     Sao Paulo, August 30, 2002



     /s/ Xxxxx Xxxxx Xxxxxx                  /s/ Xxxxx Xxxxx Xxxxxx

     Santa Xxxxxx Participacoes S.A.         Santa Xxxxx Participacoes S.A.

     /s/ Xxxxxx Xxxxxxx xx Xxxxx Sicupira    /s/ Xxxxxx Xxxxxxxx Xxxxxx

     Santa Xxxxxx Participacoes S.A.         Santa Xxxxxxxxx Participacoes S.A.

     /s/ Xxxxx Xxxxx Xxxxxx   /s/ Xxxxxxx Xxxxx Xxxxxxxx Xxxxx

     S-BRACO Participacoes S.A.




                                                                            28

   Second Signature Page of the Instrument of Adherence to the Companhia de
              Bedidas da Americas - AmBev Shareholders' Agreement

     /s/ Xxxxxxx Xxxxxxxx Gusmao  /s/ Xxxxxxxx Xxxxxx xx Xxxxxx

     Fundacao Antonio e Xxxxxx Xxxxxxxxx Instituicao Nacional de Beneficencia

     /s/ Xxxxxx Xxxxxxxx Xxxxxx  /s/ Xxxx Xxxxxx Xxxxxxxx Xxxxx Xxxxx

     Companhia de Bebidas das Americas - AmBev




                                          

Witness:                                     Witness:

    /s/ Marcio Xxxxxxxxx Xxxxx Xxxxxx            /s/ Xxxxxxx Xxxxxxx de Xxxxxxx x Xxxxx
-------------------------------------         -----------------------------------------
Name:   Marcio Xxxxxxxxx Xxxxx Xxxxxx        Name:   Xxxxxxx Xxxxxxx de Xxxxxxx x Xxxxx
ID No.: R.G.14.114.166                       ID No.: R.G.6.122.637-0 SSP/PR