Exhibit 10.4
    

    

    

    
      (CRAFT BREWERS ALLIANCE, INC. LETTERHEAD)
    

    
      March 12, 2009
    

    
      Martin Wall
Craft Brewers Alliance, Inc.
929 North Russell Street
Portland,
      OR 97227
    

    
      Dear Martin:
    

    
      This letter amends and restates your employment letter dated June 23,
      2008, and supersedes and replaces any prior offer letter or other
      agreement regarding your employment by Craft Brewers Alliance, Inc. (the
      "Company"); provided, however, that any Long Term Bonus (as defined in
      your prior employment agreement with Craft Brands Alliance LLC) shall be
      paid as set forth under the June 23, 2008, letter.  The purpose of this
      letter is to set forth our understanding about your continued employment
      as the Vice President of Sales of the Company, and to reflect changes
      approved by the Compensation Committee of the Company's Board of
      Directors (the "Board").  
    

    
                Your employment is "at-will," which means you or the Company
      may end the employment relationship at any time.  Our mutual agreement
      regarding your salary, severance, and other benefits and obligations is
      set forth below.     
    

    
      Compensation and Benefits
    

    
      Your annual base salary will initially be $162,000 (before standard tax
      withholdings and other payroll deductions).  Your base salary level will
      be reviewed annually for adjustment beginning January 1, 2009, by the
      Compensation Committee.  In addition, you are entitled to participate in
      all of the Company's employee benefit programs for which you are
      eligible, including long-term incentive awards approved by the
      Compensation Committee for executive officers from time to time.  
    

    
      You will be eligible for a yearly bonus, such bonus to be approved by
      the Compensation Committee.  All or a portion of such bonus may be
      conditioned upon achieving certain performance targets approved by the
      Compensation Committee or the Board.
    

    
      Severance
    

    
      In the event that your employment with the Company is terminated by the
      Company for any reason other than "for cause" or by you due to "good
      reason," the Company will provide you with severance benefits for a
      period of time (the "Severance Period") as follows:
    

    
      (1)       For a termination effective after December 31, 2008, and
      before January 1, 2011, severance will be payable in accordance with the
      Company's normal payroll schedule based on your monthly base salary rate
      in effect at the date of termination for a Severance Period commencing
      on the day following termination and extending for a number of months
      equal to the number of full years of service you have accrued with the
      Company as of December 31, 2008 (including service with Widmer Brothers
      Brewing Company and Craft Brands Alliance LLC prior to July 1, 2008);
      provided that in no event shall the Severance Period be less than six
      months or more than 24 months; and  
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (2)       For a termination effective on or after January 1, 2011,
      severance will be payable in accordance with the Company's normal
      payroll schedule based on your monthly base salary rate in effect at the
      date of termination for a Severance Period commencing on the day
      following termination and extending for12 months.
    

    
      In addition, the Company will promptly (in no event later than March 15
      of the calendar year after the year in which your employment terminated)
      make a cash payment to you in an amount equal to 100% of your unused
      Paid Time Off ("PTO") hours accrued through the date of termination in
      accordance with the provisions of the Company's PTO Plan then in effect.
    

    
      If you become entitled to severance benefits under this agreement, the
      Company will also continue to provide you, for the Severance Period or
      18 months, whichever is less, the same health benefits as were being
      provided to you at the time of termination; provided, however, that such
      benefits shall terminate in the event you find new employment with
      comparable health coverage.
    

    
      For purposes of this letter, "for cause" means that you have engaged in
      conduct which has substantially and adversely impaired the interests of
      the Company, or would be likely to do so if you were to remain employed
      by the Company; you have engaged in fraud, dishonesty or self-dealing
      relating to or arising out of your employment with the Company; you have
      violated any criminal law relating to your employment or to the Company;
      you have engaged in conduct which constitutes a material violation of a
      significant Company policy or the Company's Code of Ethics, including,
      without limitation, violation of policies relating to discrimination,
      harassment, use of drugs and alcohol and workplace violence; or you have
      repeatedly refused to obey lawful directions of the Company's Board of
      Directors.
    

    
      For purposes of this letter, "good reason" means the occurrence of one
      or more of the following events without your consent: (a) a material
      reduction in your authority, duties, or responsibilities as the
      Company's Vice President of Sales; (b) a material reduction in the
      authority, duties, or responsibilities of the person or persons to whom
      you report (including, if applicable, a requirement that you report to a
      Company officer or employee instead of reporting directly to the
      Company's Board of Directors); or (c) a relocation of your principal
      office to a location that is more than 100 miles from Portland, Oregon; provided,
      however, that "good reason" shall only be deemed to have occurred
      if: (i) within 90 days after the initial existence of the circumstances
      constituting "good reason," you provide the Company with a written
      notice describing such circumstances, (ii) the Company fails to cure the
      circumstances within 30 days after the Company receives your notice, and
      (iii) you terminate your employment with the Company and all the members
      of the Company's controlled group within 90 days of the date of your
      notice. 
    

    
      If, during the Severance Period, you become employed or associated with
      a brewing or other company that the Company determines, in its
      reasonable discretion, is a competitor of the Company or Anheuser-Busch,
      Inc., your severance payments and benefits under this letter agreement
      will terminate as of the effective date of such employment or
      association.  
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      The total amount of severance payments and other benefits (except
      benefits described in Treasury Regulation Sections 1.409A-1(a)(5) or
      1.409A-(b)(9)(v)) provided to you pursuant to this letter agreement
      shall not exceed two times the lesser of (i) the sum of your annualized
      compensation based upon your annual salary in the year preceding the
      year in which your employment is terminated (adjusted for any increase
      during that year that was expected to continue indefinitely if your
      employment had not terminated) or (ii) the applicable dollar limit under
      Section 401(a)(17) of the Internal Revenue Code for the calendar year in
      which your employment is terminated.
    

    
      To the extent required by Section 409A of the Internal Revenue Code, and
      the regulations promulgated thereunder, payment of severance benefits to
      you under this letter agreement will not be paid, or commenced, until
      the expiration of six months following the date of termination of your
      employment with Company.  If monthly payments are deferred pursuant to
      this paragraph, all such deferred amounts will be paid in a lump sum on
      the expiration of the six-month period.
    

    
      The Company will require you to execute an appropriate general release
      of claims that you may have relating to your employment at the Company
      and termination of your employment as a condition to your receipt of any
      severance payments or other benefits other than those required by law or
      provided to employees generally.
    

    
      Code of Conduct
    

    
      By your signature below, you agree to comply with the Company's Code of
      Conduct and Ethics as in effect from time to time, and to be subject to
      the Company's policies and procedures in effect from time to time for
      senior executives of the Company.
    

    
      We appreciate your continued efforts on behalf of the Company, and look
      forward to having you as a member of our team for years to come.
    

    
      Sincerely,
    

    
      /s/ Terry E. Michaelson
    

    
      Terry E. Michaelson
Chief Executive Officer
    

    
      Acknowledged and Agreed:
    

    
      /s/ Martin J. Wall, IV______
    Martin J. Wall, IV
    

    
      Date: _March 22, 2009