A free translation of the original in Portuguese) FIRST AMENDMENT TO THE SHAREHOLDERS' AGREEMENT OF COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV FUNDACAO ANTONIO E HELENA ZERRENNER INSTITUICAO NACIONAL DE BENEFICENCIA, headquartered in the City of Sao...

EXHIBIT 10.3

(A free translation of the original in Portuguese)

FIRST AMENDMENT TO THE SHAREHOLDERS' AGREEMENT OF

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

FUNDACAO ANTONIO E XXXXXX XXXXXXXXX INSTITUICAO NACIONAL DE BENEFICENCIA,

headquartered in the City of Sao Paulo, State of Sao Paulo, at Xxxxxxx

Xxxxxxxxxx Xxxxx Xxxx Xx. 0.000, 00xx floor, registered with the CNPJ under

No. 60.480.480/0001-67, and duly represented herein in accordance with its

association by-laws (hereinafter referred to as "FZ");

BRACO S.A., a corporation headquartered in the City of Sao Paulo, State of Sao

Paulo, at Xxxxxxx Xxxxxxxxxx Xxxxx Xxxx Xx. 0.000, 0xx xxxxx (xxxx),

registered with the CNPJ under No. 35.756.022/0001-60, and duly represented

herein in accordance with its corporate by-laws (hereinafter referred to as

"Braco");

EMPRESA DE ADMINISTRACAO E PARTICIPACOES S.A., a corporation headquartered in

the City of Sao Paulo, State of Sao Paulo, at Xxxxxxx Xxxxxxxxxx Xxxxx Xxxx

Xx. 0.000, 0xx xxxxx (xxxx), registered with the CNPJ under No.

27.098.946/0001-99, and duly represented herein in accordance with its

corporate by-laws (hereinafter referred to as "ECAP");

and, in the capacity of assenting intervenors,

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV, a corporation headquartered in the

City of Sao Paulo, State of Sao Paulo, at Rua Xxxxxx Xxxx xx Xxxxxx No. 1017,

4th floor, Itaim Bibi, registered with the CNPJ under No. 02.808.708/0001-07,

and duly represented herein in accordance with its corporate by-laws

(hereinafter referred to as "AmBev" or "Company");

XXXXX XXXXX XXXXXX, a Brazilian citizen, married, economist, resident and

domiciled in the City of Sao Paulo, State of Sao Paulo, registered with the

Tax Registry (CPF) under No. 000.000.000-00 and bearer of identity card No.

1.566.020, issued by the IFP on 3/28/72 (hereinafter referred to as "JPL");

XXXXXX XXXXXXXX XXXXXX, a Brazilian citizen, married, economist, resident and
domiciled in the City of Sao Paulo, State of Sao Paulo, registered with the

Tax Registry (CPF) under No. 000.000.000-00 and bearer of identity card No.

02.347.932-2, issued by the IFP on 12/12/88 (hereinafter referred to as

"MHT"); and

XXXXXX XXXXXXX XX XXXXX SICUPIRA, a Brazilian citizen, married, business

administrator, resident and domiciled in the City of Sao Paulo, State of Sao

Paulo, registered with the Tax Registry (CPF) under No. 000.000.000-00 and

bearer of identity card No. 1.971.453, issued by the IFP on 9/15/64

(hereinafter referred to as "CAS");

and, in addition, as Intervening Third Party Beneficiary,

INTERBREW S.A., a company duly organized and validly existing under the laws

of Belgium, herein duly represented in accordance with its corporate by-laws

(hereinafter referred to as "Interbrew");

Whereas:

(i) FZ, Braco and ECAP (collectively referred herein as the "Parties")

are lawful holders and regular owners, jointly, of 11,159,903,166

(eleven billion, one hundred and fifty nine million, nine hundred

and three, one hundred and sixty six) common shares of the total

capital stock of the Company;

(ii) on 07/01/1999, FZ, Braco e ECAP, with JPL, MHT and CAS as

intervening parties, entered into a Shareholders Agreement

(hereinafter referred to as "Original Shareholders Agreement");

(iii)since the execution of the Original Shareholders Agreement, the

control of AmBev has been exercised in an extremely harmonious way

and has resulted in increasing development of the Company and in

substantial results for its shareholders;

(iv) the Parties to the Original Shareholders Agreement, in light of the

success obtained after its execution, have an interest in revising

certain provisions thereof, as well as deleting other provisions

which have proved to be unnecessary due to the fruitful relationship

between Braco and FZ;

(v) there is substantial interest of FZ in maintaining its investment in

AmBev and in continuing to share control with the ultimate Braco

Controlling Shareholders, as well as maintaining and, if possible,

increasing the dividend flow that will serve its permanent

institutional objectives;

(vi) FZ, on one hand, and Braco and Ecap, on the other hand, with a view

on revising the Original Shareholders Agreement in order to meet

FZ's permanent institutional objectives, agreed on the following

modifications: (a) extension of the term of the Original

Shareholders Agreement; (b) exclusion of the reciprocal sale and

purchase options; (c) restriction on the transfer of Shares held by

the Shareholders during the term of the Agreement; (d) connection

between the term of the Shareholders Agreement and the terms set out

in item 10.2.

FZ, Braco and ECAP resolve to amend the Original Shareholders' Agreement, for

the purposes and effects of Article 118 of Law No. 6,404 of December 15, 1976,

as follows:

CLAUSE 1 - TERMS AND DEFINITIONS OF THE ORIGINAL SHAREHOLDERS AGREEMENT

1.1. Except for the terms expressly defined herein, the definitions and

concepts contained in Clause I of the Original Shareholders Agreement shall

apply to this First Amendment to the Shareholders Agreement ("First

Amendment").

CLAUSE 2 - MANAGEMENT OF THE COMPANY

2.1. Clause IV of the Original Shareholders Agreement (Election of the

Management of the Company) shall read as follows:

CLAUSE IV - ELECTION OF THE MANAGEMENT OF THE COMPANY

4.1 The boards of directors of the Company and the Subsidiaries, when in

place, shall each be comprised of no fewer than 3 (three) and no more than 15

(fifteen) regular members and the same number of alternates, with a term of

office of 3 (three) years, reelection being permitted.

4.1.1 Each of the Shareholders may appoint up to 2 (two) observers to the

meetings of the Board of Directors of the Company, without the right to vote.

4.1.2 The Shareholders may, by consensus, establish committees within the

Company's board of directors, with the purpose of looking into specific

matters whose analysis presupposes that their members have specific technical

knowledge. The Financial Committee and the Audit Committee are hereby created.

4.2 Regardless of its interest in the voting capital, but provided that it

maintains at least the share ownership in the voting capital of the Company it

held as of 07/01/1999 in terms of the number of Shares (adjusted for stock

dividends, splits, reverse splits), FZ shall have the right to appoint 4

(four) regular members and respective alternates to the board of directors of

the Company and of each of the Subsidiaries, when in place.

4.2.1 Braco and ECAP shall jointly have the right to appoint regular members

and their respective alternates to the boards of directors of the Company and

of each Subsidiary in a number proportional to the number of members appointed

by FZ under item 4.2 above, based on the ratio between, on the one hand, the

interest of FZ and, on the other hand, the interests of Braco and ECAP in the

capital stock of the Company, relative to the total amount of their interests

(any fraction greater than 0.5 (half) being rounded to the next whole number).

Braco and ECAP shall have the right to elect, from among the directors whom

they are entitled to appoint in the manner provided for in item 4.2, one

effective member, and respective alternate, appointed by Interbrew.

4.3 The Company's board of directors will have 2 (two) co-chairmen with

identical rights and powers, it being the responsibility of FZ alone, on the

one hand, and Braco and ECAP jointly, on the other hand, to appoint each of

the co-chairmen of the Company's board of directors.

4.3.1 In the resolutions of the Company's boards [sic] of directors, neither

co-chairmen shall have the deciding vote.

4.4 Each of the Shareholders shall, at any time, have the right to petition

for the removal of any member of the boards of directors of the Company and/or

any of the Subsidiaries, appointed by it; the Shareholders undertake to

promptly take or, as the case may be, have the representatives of the Company

take all steps necessary towards the removal of said director.

4.5 In the event of removal, resignation, replacement or any other event

resulting in the vacancy of the position of any of the members of the board of

directors of the Company or any of the Subsidiaries, the Shareholder that has

appointed said member will have the right to appoint the respective

substitutes (or a new alternate, in the event that the Shareholder opts to

confirm the originally appointed alternate for the vacant position), the

Shareholders undertaking to exercise their voting right in the Company's

meeting of shareholders or, as the case may be, to have the representatives of

the Company exercise their voting right in the meetings of shareholders of the

Subsidiaries, in such a way as to bring about the election of the proposed

member.

4.6 In the resolutions relating to the election of members of the board of

directors, the Shareholders shall exercise their voting right in the Company's

meetings of shareholders and shall take the steps necessary to assure that the

Company's representatives exercise their voting right in the meetings of

shareholders of the Subsidiaries, availing themselves of all shares that they

hold, always with the objective of electing the largest possible number of

directors by the Shareholders.

4.6.1 In the event of adoption of the multiple vote procedure, the

Shareholders, in the Preliminary Meeting to be held during the 24

(twenty-four) hours preceding the respective meeting of shareholders of the

Company or any of the Subsidiaries, as the case may be, shall resolve on the

method of casting their votes so as to assure compliance with the objectives

set forth in item 4.6 above and in the other items of this Clause IV,

provided, however, that neither of the Shareholders shall request the adoption

of the multiple vote procedure without the prior express agreement of the

other Shareholder.

4.6.2 The Company's executive board shall consist of a General Officer, and

Officers without specific designation, all of them to be elected by the board

of directors.

CLAUSE 3 - EXERCISE OF VOTING RIGHT

3.1. Clause V of the Original Shareholders Agreement (Preliminary Meetings and

Exercise of Voting Right) shall read as follows:

CLAUSE V - PRELIMINARY MEETINGS AND EXERCISE OF VOTING RIGHT

5.1 Except for resolutions relating to the election of members of the board of

directors, in relation to which the provisions of Clause IV above shall apply,

each of the Shareholders shall exercise its voting right in the shareholders'

meetings of the Company as well as have its representatives on the board of

directors of the Company and each of the Subsidiaries exercise their voting

rights in the respective corporate bodies, always

jointly with the other Shareholder (or, as the case may be, the

representatives of the other Shareholder) and in accordance with the

provisions of this Clause V.

5.2 Whenever duly called under the terms of this Clause V, the Shareholders

shall hold, prior to any meeting of shareholders of the Company and/or any of

the Subsidiaries and any meeting of the board of directors of the Company

and/or the Subsidiaries, a meeting (hereinafter referred to as "Preliminary

Meeting") with the purpose of discussing and determining the position to be

uniformly maintained by both Shareholders in the shareholders' meetings and/or

board meetings that such Preliminary Meetings may precede.

5.2.1 The Preliminary Meetings shall be held in the Company's headquarters or

at another address to be established in a timely manner by consensus between

the Shareholders.

5.2.2 Except for the Preliminary Meeting under item 4.6.1 above, the

Preliminary Meetings shall be held, on first notice, at least 3 (three) days

prior to the date of the shareholders' meeting or board of directors' meeting

where the decision reached in the respective Preliminary Meeting must be

expressed.

5.2.3 Preliminary Meetings may be called by any of the Shareholders or any

representative of the Shareholders on the board of directors of the Company

and/or any of the Subsidiaries, upon notice to the other Shareholder at least

4 (four) days prior to its stipulated date. The notice must be in writing and

set forth the agenda for the Preliminary Meeting to which it refers, and there

may only be resolutions regarding the matters on the agenda.

5.2.4 Regardless of the provisions of items 5.2.1 to 5.2.3 above, Preliminary

Meetings attended by at least 1 (one) representative of each Shareholder shall

be deemed regularly called and held.

5.2.5 Should any Shareholder fail to attend a regularly called Preliminary

Meeting, a second notice will be deemed automatically given for the same

Preliminary Meeting, which in such case shall be held at the same place, 24

(twenty-four) hours after the date and time stipulated in the first notice,

even if it is not a business day.

5.2.6 Preliminary Meetings shall be held, on first notice, with the attendance

of both Shareholders and, on second notice, with the attendance of either of

them.

5.3 The Shareholders hereby undertake to use their best efforts to define in

the Preliminary Meetings, always by consensus, the position to be adopted by

the Shareholders in the shareholders' meeting or board of directors' meeting

related to the respective Preliminary Meeting. Nevertheless, should a

consensus not be reached, the position to be adopted shall be defined by the

Shareholder with the greatest number of shares having voting rights issued by

the Company, provided that the matter under discussion is not (i) the election

of members of the board of directors, in connection with which the procedure

described in Clause IV above must be followed; or (ii) any of the

matters set forth in item 5.4 below, in connection with which the adoption of

any decision shall depend on consensus of the Shareholders.

5.4 The matters identified below must be necessarily submitted to the approval

of the general shareholders' meeting and/or the board of directors' meetings

of the Company and/or Subsidiaries, as the case may be, and shall be approved

in the Preliminary Meetings only by means of the affirmative vote of both

Shareholders:

(a) any amendment to the by-laws of the Company and/or any of the

Subsidiaries with the purpose of amending: (i) the corporate

objectives; (ii) the term of duration; and/or (iii) the composition,

powers and duties of the management bodies;

(b) approval of the annual investment budget of the Company and/or of

any of the Subsidiaries when the amount of the investments exceeds

8.7% (eight point seven per cent) of net sales of the Company

foreseen for the same fiscal year;

the Company;

(d) approval or amendment to the remuneration policy of the board of

directors and of the executive board of the Company as well as of

the Subsidiaries;

(e) approval of Stock Option Purchase Plans for the managers and

employees of the Company and/or Subsidiaries;

(f) change in the Company's and/or Subsidiaries' statutory dividends

policy;

(g) increases in the Company's and/or the Subsidiaries' capital, with or

without preference right, by subscription, creation of a new class

of shares or changes in the characteristics of the existing shares,

as well as decrease in capital, issuance of debentures, whether or

not convertible into shares, warrants and creation of beneficiary

bonds by the Company and/or any of the Subsidiaries, except when

such legal businesses are carried out between the Company and its

Subsidiaries or between the Subsidiaries;

(h) amalgamations, spin-offs, transformations, mergers, acquisitions and

divestments involving the Company and/or any of its Subsidiaries, in

the latter case, (x) when such operation involves a company that is

not a Subsidiary, directly or indirectly, of the Company, and (y)

provided that the transaction in question results in a reduction in

the average dividend paid by the Company in the past 5 (five) years,

adjusted by the IGP-M published by Fundacao Xxxxxxx Xxxxxx as of the

date of each payment;

(i) creation, acquisition, assignment, transfer, establishment of an

Encumbrance and/or Disposal, under any title or form, of shares,

quotas

and/or any securities issued by any of the Subsidiaries, except in

the benefit of the Company itself and/or of another Subsidiary;

(j) contracting by the Company and/or any of the Subsidiaries of a debt

transaction that results in a net debt/equity ratio greater than

60/40;

(k) entering into amendment, termination, renewal or cancellation of any

contracts, agreements or the like, involving the registered or

deposited trademarks in the name of the Company or the Subsidiaries;

(l) loans and offers of guarantees of any kind by the Company and/or the

Subsidiaries to any third parties in an amount greater than 1% (one

percent) of the Company's net worth as set forth in the last audited

balance sheet, except in favor of: (i) employees of the Company and

of its Subsidiaries; and (ii) the Subsidiaries themselves;

(m) election of members for the Company's board of directors'

committees;

(n) cancellation of the registration as a publicly traded company for

the Company and/or any of the Subsidiaries;

(o) petition for an arrangement with creditors or acknowledgement of

bankruptcy by the Company and/or any of the Subsidiaries;

(p) liquidation or dissolution of the Company and/or any of the

Subsidiaries; and

(q) appointment of the external auditors of the Company and/or any of

the Subsidiaries.

5.4.1 Due to the provisions of item 5.4 above, it is hereby expressly agreed

that if the Shareholders fail to arrive at a consensus regarding the position

to be adopted for the resolution of any of the above matters in a Preliminary

Meeting, they undertake henceforth to exercise or have their voting right so

exercised so as not to approve the matter that is the subject of the general

meeting or board of directors' meeting called at that time.

5.5 For each Preliminary Meeting, minutes shall be drawn up, to be signed by

the Shareholders present, summarizing the resolutions taken and establishing

the general direction that shall be respected by both Shareholders.

5.5.1 Each of the Shareholders undertakes to exercise its voting right in the

shareholders' meetings of the Company and to have its representatives on the

board of directors of the Company and each of the Subsidiaries exercise their

respective voting rights in such corporate bodies, always in accordance with

the prevailing direction on the respective matter, as approved in the

Preliminary Meeting if called, and, in such case, as a single block with the

other Shareholder.

5.5.2 The Shareholder that may have possibly failed to attend any Preliminary

Meeting duly called and held under this Clause V shall remain obligated to

exercise its voting right in the Company's shareholders' meetings as well as

to have its representatives on the board of directors of the Company and each

of the Subsidiaries exercise their respective voting rights in said corporate

bodies, always in accordance with the prevailing decision on the respective

matter as approved in the corresponding Preliminary Meeting.

5.5.3 In the event that the representative of any Shareholder fails to attend

the meetings of the board of directors of the Company and/or the Subsidiaries

or to cast his/her vote in accordance with the prevailing decision on the

respective matter as approved in the corresponding Preliminary Meeting

(including by abstention), the harmed party will have the right to vote the

shares of the Shareholder who is absent or fails to cast its vote (for

abstention or other reason), and, in the case of a member of the board of

directors who is absent or fails to cast his/her vote (for abstention or other

reason), such voting right shall be exercised by any member elected by the

other Shareholder.

5.6 The Shareholders hereby mutually grant each other irrevocable and

irreversible powers of attorney to represent each other, so that in the event

of the absence of one of the Shareholders in any shareholders' meeting of the

Company, the Shareholder present can represent the absent Shareholder,

pursuant to Article 126, ss.1, of the Corporation Law, casting the vote

strictly within the terms of the minutes of the corresponding Preliminary

Meeting.

5.6.1 The mandate referred to in item 5.6 above shall have the same term as

this Agreement, pursuant to ss. 7 of Article 118 of Law 6,404/76, as amended

by Law 10.303/01.

5.6.2 As an alternative, the Shareholders may appoint, by means of a specific

power of attorney, a controller of the voting agreement that is the subject of

this Agreement, with the specific function of:

(a) seeking to due compliance with its power of attorney;

(b) informing the Shareholders about decisions to be taken at the

shareholders' meeting of the Company and the Subsidiaries, in

accordance with the position adopted in the corresponding

Preliminary Meetings; and

Shareholders in the Company's and the Subsidiaries' shareholders'

meetings.

5.6.3 Any vote cast at a Company's shareholders' meeting or in a meeting of

the Board of Directors, contrary to the provisions of any of this Agreement

shall be deemed void and ineffective, and the chairman of the meeting or of

the meeting of the Board of Directors, as applicable, shall refrain from

counting the vote exercised in violation of such provisions.

5.7 Notwithstanding the other provisions of this Clause V, resolution at a

Preliminary Meeting shall not require the vote of the Shareholders or the

members appointed by them to the board of directors of the Company and any of

the Subsidiaries, on matters relating to:

(a) review of the accounts of the managers of the Company and any of the

Subsidiaries;

(b) examination, discussion and resolutions on the management report and

the financial statements of the Company and any of the Subsidiaries;

Article 117, ss.1, of the Corporation Law; and

(d) practices inherent to the duty of diligence and loyalty and other

duties of the managers, as established in Articles 153 to 158 of the

Corporation Law.

5.8 The Strategic Five-Year Plan of the Company shall be the subject of mutual

consultation between FZ and Braco.

5.9 FZ undertakes, in view of the fact that the amendments to the Agreement

were made contemplating the 2004 Restructuring, as foreseen in item 6.4.(e),

to (x) cause AmBev's directors it appointed to vote favorably to the corporate

resolutions related or arising from the implementation of the 2004

Restructuring in the board of directors and in the general meeting, as well as

(y) vote favorably to the same 2004 Restructuring (and to the same corporate

resolutions referred to above) in AmBev's general meeting. It also undertakes

to cause the members of FZ in the board of directors and in the extraordinary

general meetings of the Company, as well as in the preliminary meetings

possibly necessary under this Agreement, to analyze and vote favorably and

without remarks on the proposal of the Incorporacao, which general conditions

appear in the draft of the Incorporacao Agreement submitted to the board of

directors of the Company on March 1 and 2, 2004.

CLAUSE 4 - RESTRICTIONS ON THE TRANSFER OF SHARES

4.1. Clause VI of the Original Shareholders Agreement (Transfer of Shares)

shall read as follows:

CLAUSE VI - TRANSFER OF SHARES

6.1 Being recognized by the Shareholders that it is entirely in accordance

with their investment objectives, and, in the case of FZ, also in accordance

with its permanent institutional objectives, that seeks its participation in

Company's capital, FZ, Braco and Ecap hereby agree: (i) not to Dispose,

directly or indirectly, of their Shares, through private trades, on the stock

market or on the over-the-counter market, including by way of tender offers,

either voluntary or mandatory, except as provided in this Clause VI, during

the term of this Agreement and (ii) not to create any type of Encumbrance on

its Shares, in both cases, without the prior written consent of the other

Shareholder.

6.2 In the event that the Shares owned by any of the Shareholders become

subject to seizure, attachment, judicial surety or any other restrictive

measure, and that such restriction on the Shares is not waived within 30

(thirty) days after the imposition of the restrictive measure, such fact must

be communicated by the Shareholder holding the Shares subject to the

restrictive measure, to the other Shareholder by means of a notification, with

a copy sent to the two co-chairmen of the Company's board of directors, with

such notification being considered as an offer to sell the Shares subject to

the restriction to the other Shareholder. For purposes of this item,

irrespective of the notification mentioned above, the acknowledgement of the

restrictive measure by the other Shareholder shall be equally considered as

being an offer for sale of the Shares subject to the restrictive measure, and

such offer will be considered effective 30 (thirty) days after the imposition

of the restrictive measure, provided that the Shares have not been released

from such restrictive measure by such date. In the case of an offer to sell,

pursuant to the terms of this item, the price of the Shares subject to the

restrictive measure must be the Stipulated Price and the Shareholder accepting

the offer may pay such price in court to acquire such Shares. Such value as

may be in excess shall be paid to the Shareholder whose Shares have been

subject to the restriction. However, in the event that the obligations

guaranteed by the legal restriction exceed the Stipulated Price set out in

item 11.4, the Shareholder whose Shares have been subject to the restriction

shall be held liable, vis-a-vis the other Shareholder, for the difference in

the amount that the other Shareholder may be required to deposit in order to

acquire the Shares. Failure to repay such difference within 5 (five) days

shall subject the Shareholder whose Shares were subject to the restriction to

an extra-judicial foreclosure.

6.3 The Shareholders hereby agree to exercise the subscription rights

corresponding to the Shares each of them holds, or to transfer such

subscription right to the other Shareholder, for market price, according to

the following:

(a) each Shareholder must confirm to the other Shareholder, by means of

notification with a copy sent to the co-chairmen of the Company's

board of directors, that it intends to exercise the right of first

refusal to subscribe the new shares to be issued by the Company

within 10 (ten) days of the beginning of the expiration period set

for the exercise of such right;

(b) if after the lapse of the period established in letter (a) of this

item 6.3 no positive statement was made by one of the Shareholders,

the other Shareholder may, within 10 (ten) days thereafter, also

state in writing its intent to subscribe the new shares that will

not be subscribed by the silent Shareholder, by depositing the

amount referred to in item 6.3 at the Company's headquarters;

to make a statement according to letter (b) of this item 6.3 has

elapsed, without such Shareholder having made the statement, the

Shareholder that holds the right to subscribe may transfer such

right to third parties.

6.4 The obligation not to dispose of the Shares set forth in this Clause VI

shall not apply to the following:

(a) the fiduciary Disposal of 1 (one) Share by any Shareholder to any

member of the Company's board of directors as they may indicate; or

(b) the Disposal of Shares by any of the Shareholders to any person (i)

exercising Corporate Control over such Shareholder; (ii) under the

Corporate Control of such Shareholder; or (iii) under the same

Corporate Control as such Shareholder; or

reason of death]; or

(d) any transfer of Shares between the Braco Controlling Shareholders

and/or between corporations over which Corporate Control is

exercised by the Braco Controlling Shareholders.

(e) the indirect Disposal of Shares by the Braco Controlling

Shareholders, through the Disposal of Shares of Braco or Ecap,

directly or through entities under common control (direct or

indirect) by the Braco Controlling Shareholders or companies

controlled by any of them, if (i) among themselves or (ii) to

Interbrew or to entities or foundations (stichting) that control

Interbrew (the "2004 Restructuring"), in which case such entities

will be considered to be "Braco Controlling Shareholders" for the

purposes of this Agreement.

6.4.1 Subject to the provisions of item 6.4.2 below, the Shares of any of the

Shareholders which are Disposed of under the events of letters (a) through (d)

of item 6.4 above shall remain entirely subject to this Agreement, which shall

be extended to the acquirer of such Shares (hereinafter to be referred to

simply as "Acquirer") with all their rights and obligations, including the 20

(twenty)-year period set forth in item 10.1 below.

6.4.2 A condition precedent for the validity of the Disposal of Shares under

the events provided for in letters (a), (b) and (d) of item 6.4 above shall be

the prior signing, by the respective Acquirer, of an instrument by which it

adheres to this Agreement, irrevocably and irreversibly binding itself to

unconditionally comply with all its terms and provisions. In the event of the

Disposal of Shares set forth in letter (c) of item 6.4 above, acceptance of

this Agreement by the successor shall be automatically assumed.

6.4.3 In the event that any of the Shareholders Disposes of its Shares in

accordance with the provisions contained in letters (a), (b), (c) and (d) of

item 6.4 to more than one Acquirer, such Acquirers (together with the selling

Shareholder, in the event that such Shareholder still holds a portion of

Shares) shall all be treated as one single party for the purposes of this

Agreement, in which case the term "Shareholder" as defined in letter (b) of

item 1.1 above shall come to mean all Acquirers jointly (as well as the

selling Shareholder, in the event that it still holds a portion of the

Shares).

6.4.4 In the case of letters (b), (c) and (d) of item 6.4 above, in the event

that the selling Shareholder fails to maintain any ownership interest in the

Company's voting capital, the Acquirers shall indicate, by means of

notification to the other Shareholder with a copy sent to the two co-chairmen

of the Company's board of directors, to occur within a period not to exceed 5

(five) days from the date on which the selling Shareholder ceased to have

Shares in the Company, the name and address of such Acquirer who will

individually represent all other Acquirers vis-a-vis the other Shareholder

with respect to any and all issues relating to this Agreement, including, but

not limited to, summons and notifications, whether judicial or extra-judicial,

in any way relating to the capacity of the Acquirers as Company shareholders.

6.4.5 In the event of (i) sale of Shares between the Braco Controlling

Shareholders; or (ii) a division between the Braco Controlling Shareholders

(and/or their successors) by means of a spin-off or any other form of

corporate reorganization of the share interests held thereby, directly or

indirectly, in Braco and/or in ECAP; the provisions contained in items 6.4 to

6.4.4 shall be applied, with the Braco Controlling Shareholders (and/or their

successors) to be treated as Acquirers of the Shares.

6.5 Any Disposal of Shares, share subscription rights or the creation of any

Encumbrance inconsistent with the provisions of this Clause VI shall not be

valid, and the Company managers shall be prohibited from posting them to the

corresponding corporate ledgers under penalty of personal liability.

CLAUSE 5 - PURCHASE OR SALE OPTION

5.1. Clause VII (Purchase or Sale Option) of the Original Shareholders

Agreement is hereby terminated.

CLAUSE 6 - INTERVENING PARTIES

6.1. Clause VIII of the Original Shareholders Agreement (Intervening Parties)

shall read as follows:

CLAUSE VIII - INTERVENING PARTIES

8.1 The Company hereby enters into this Agreement in the capacity of an

intervening party, acknowledging all its terms and undertaking to comply with

all its provisions and, in particular, to file it in accordance with the

provisions of article 118 of the Corporation Law.

8.2 The Company shall only be required to comply with any changes in the terms

of this Agreement that have been determined by a written instrument, executed

by both Shareholders and by the Company itself, in the capacity of intervening

party.

8.3 The Company promises to immediately inform the Shareholders of any act,

fact or omission that may constitute a violation of this Amendment, as well as

to take any measure that may be required by subsequent laws as a condition for

maintaining the validity and effectiveness of this Agreement.

8.4 The Braco Controlling Shareholders hereby sign this Agreement in their

capacity as intervening parties, acknowledging all its terms and irreversibly

and irrevocably promising to comply with all its provisions, particularly

those relating to the right of first refusal for the direct or indirect

acquisition of Shares.

8.5 The Parties acknowledge that the provisions contained in this Agreement

represent a benefit in favor of a third party, Interbrew, pursuant to art. 436

of the Brazilian Civil Code, and hereby wave the right to modify such benefit

to the prejudice of such third party beneficiary without its prior written

consent. The Parties also grant Interbrew the right to demand compliance of

the obligation pursuant to art. 437 of the Brazilian Civil Code.

8.6 Interbrew, in turn, intervenes in this Agreement in order to acknowledge

the validity of this Agreement and the provisions contained herein, and

undertakes to comply with such provisions, for Itself, its Affiliates and

their respective successors.

CLAUSE 7 - NOTIFICATIONS

7.1. Clause IX of the Original Shareholders Agreement (Notifications) shall

read as follows, due to the modification in the parties' addresses:

CLAUSE IX - NOTIFICATIONS

9.1 Any communication, notification and/or notice to be made in connection

with the provisions of this Agreement shall necessarily be in writing and sent

to the addresses specified below, and will be considered as having been duly

made (i) 48 (forty-eight) hours after dispatch, if sent by special courier

with confirmation of receipt; (ii) 24 (twenty-four) hours after transmission

by fax, provided there is an express confirmation of receipt; or (iii) on the

date stated in the delivery confirmation, in the case of registered letters:

(a) if sent to FZ, at:

Xxxxxxx Xxxxxxxxxx Xxxxx Xxxx Xx. 0.000, 00xx xxxxx

Xxx Xxxxx - SP

CEP 04538-132

fax: (000) 0000-0000

Attn.: Xxxxxxxx Xx Xxxxxx

(b) if sent to Braco and/or to ECAP, at:

Xxxxxxx Xxxxxxxxxx Xxxxx Xxxx Xx. 0000 - 7(degree) andar

Sao Paulo - SP

CEP 04538-905

fax: (000) 0000-0000

Attn.: Xxxxxx Xxxxxxxx Xxxxxx

Xxx Xxxxxx Xxxx xx Xxxxxx 0000, 0xx xxxxx

Xxx Xxxxx - SP

CEP 04530-001

fax: (000) 0000-0000

Attn.: Luiz Xxxxxx Xxxxx Xxxxx

(d) if sent to the Braco Controlling Shareholders, at:

Xx. Xxxxxxxxxx Xxxxx Xxxx Xx. 0000 - 0(xxxxxx) andar Sao

Paulo - SP CEP 04538-905

fax: (000) 0000-0000

Attn.: Xxxxxx Xxxxxxxx Xxxxxx

(e) if sent to Interbrew, at:

Xxxxxxxxxxx 00

X-0000 Xxxxxx

Xxxxxxx

fax: 00 00 00 00 00

Attn.: Corporate Secretary

9.2 Any of the parties may change the notification address set forth in item

9.1 above, provided that they notify the other parties, reporting such change

of address in accordance with the provisions contained in this Clause IX.

CLAUSE 8 - TERM

8.1. Clause X of the Original Shareholders Agreement (Term) shall read as

follows:

CLAUSE X- TERM

10.1 This Agreement shall be effective until July 1, 2019, and, subject to

item 10.2, shall be automatically extended for successive 10 (ten) year

periods, provided that none of the Shareholders expressly waives it with a

minimum of 180 (one hundred eighty) days in advance of the end of the 10

(ten)-year period, or its respective extensions, as the case may be.

10.2 Braco and Ecap shall have the unilateral option to accelerate the

termination of the Shareholders Agreement if the current procedure set out in

the bylaws for the election of the members of the Board of Trustees of FZ is

modified or ceases to be followed for any reason other than a change in the

law or regulations applicable to private law foundations.

CLAUSE 9 - SPECIFIC PERFORMANCE

9.1. Clause XI of the Original Shareholders Agreement (Specific Performance)

shall read as follows:

CLAUSE XI - SPECIFIC PERFORMANCE

11.1 The Shareholders acknowledge and declare that the mere payment of losses

and damages shall not constitute sufficient compensation for breaches of any

obligation undertaken herein.

11.2 The provisions of this Agreement shall be subject to specific

performance, pursuant to article 118, paragraph 3 of the Corporation Law, with

the Shareholders acknowledging that this instrument constitutes an

extra-judicial executive title for the enforcement of the provisions of

articles 461, 462, 639 and subsequent articles of the Code of Civil Procedure.

11.3 The Shareholders shall not waive but, conversely, may resort to any legal

action or measure (including the collection of losses and damages) to which

they may be entitled pursuant to the law, and they expressly promise to accept

such penalties, court orders and other claims of such nature as are intended

to prohibit or prevent breaches of this Agreement.

11.4 Without limiting the generality of the other items of this Clause and in

item 6.1, it is hereby agreed that any measure that violates, directly or

indirectly, by action or omission, the bilateral obligation of the

Shareholders not to Dispose of the Shares (or to create an Encumbrance on

them), even if such obligation is declared invalid, shall give the innocent

Shareholder the option (non revocable if the defaulting Shareholder does not

carry out such Disposal) to, instead of declaring the transaction invalid and

inneffective, exercise the right of first refusal over the Shares offered for

Disposal, for the market price of such Shares (adjusted according to item

11.4.1), calculated as the average weighted price of the Shares over the 20

days immediately preceding the date in which the Shares were offered for

Disposal, in the stock exchange in which the Shares have a greater volume of

trading (being understood that, if the shares are not traded in at least half

of the trading days, the period for calculation shall be increased to 40 days;

and if the lack of trading in less than one half of those trading days, shall

be, consecutively, (x) adopted the average weighted price of the preferred

shares of the Company in the same stock exchange, during the same 20 or 40

trading days, depending on whether there is trading on more than half of the

trading days or (y) adopted the average weighted price of the Shares or the

preferred shares of the Company in another stock exchange, during the same

trading days).

11.4.1 The market price calculated pursuant to item 11.4 shall be multiplied

by 0.9 (nine tenths) to determine a penalty for the arrears.

11.4.2 For the purposes of this Clause, the management of the Company shall,

without prejudice of its obligation not to register the proposed (or effected)

Disposal made in violation of the terms of this Agreement, notify the other

Shareholder.

11.4.3 The market price defined pursuant to the terms of item 11.4 shall

correspond to the Stipulated Price for purposes of item 6.2 above.

CLAUSE 10 - CONFIRMATION OF THE OTHER PROVISIONS AND RESTATEMENT

10.1. The remaining provisions of the Original Shareholders Agreement shall

remain in full force and effect, which is hereby restated and signed by the

parties in the form of Annex I.

CLAUSE 11 - BY-LAWS OF THE COMPANY

11.1. The mandatory minimum dividend foreseen in the bylaws of the Company

shall be increased to 35% (thirty five percent), and the current rule that

provides for the stability of this percentage during a period of 30 years

shall be maintained, the parties undertaking to effect such amendment in the

first shareholders meeting to be held.

Being thereby in due agreement, the Shareholders hereby sign this instrument

in 5 (five) identical copies.

[execution page of the First Amendment to Companhia de Bebidas das

Americas - AMBEV executed on the date below]

Sao Paulo, March 3, 2004.

/s/ Xxxx Xxxxxx Xxxxxx Gracioso /s/ Xxxxxxxx Xxxxxx xx Xxxxxx

Fundacao Antonio e Xxxxxx Xxxxxxxxx

Instituicao Nacional de Beneficencia

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

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

Braco S.A.

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

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

Empresa de Administracao e Participacoes S.A.

/s/ Xxxx Xxxxxxx Xxxxxx /s/ Xxxxxxx Xxxx Xxxxx

Companhia de Bebidas das Americas - Ambev

/s/ Xxxxx Paulo Xxxxxx

Xxxxx Xxxxx Xxxxxx

/s/ Xxxxxx Xxxxxxxx Xxxxxx

Xxxxxx Xxxxxxxx Xxxxxx

/s/ Xxxxxx Xxxxxxx xx Xxxxx Sicupira

Xxxxxx Xxxxxxx xx Xxxxx Sicupira

/s/ Francois Jaclot /s/Xxxx X. Xxxxx

----------------------- ---------------------

Francois Jaclot Xxxx X. Xxxxx

Interbrew S.A.

Witnesses:

/s/ Marcio Xxxxxxxxx Xxxxx Xxxxxx /s/ Xxxxxxx Xxxxxxx de Xxxxxxx x Xxxxx

--------------------------------- --------------------------------------

Name: Marcio Xxxxxxxxx Xxxxx Xxxxxx Name: Xxxxxxx Xxxxxxx xx Xxxxxxx e Xxxxx

X.X.: 14.114.166 R.G.: 6.122.637-0 SSP/PR

CPF: 000.000.000-00 CPF: 000.000.000-00

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A free translation of the original in Portuguese) FIRST AMENDMENT TO THE SHAREHOLDERS' AGREEMENT OF COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV FUNDACAO ANTONIO E HELENA ZERRENNER INSTITUICAO NACIONAL DE BENEFICENCIA, headquartered in the City of Sao...

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