Unassociated Document


    Exhibit
      10.7

    

      FIRST
        AMENDMENT TO THE CONSTELLATION BRANDS, INC.

      2005
        SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

    

     

    

      WHEREAS,
        Constellation Brands, Inc. (the "Company") maintains the Constellation Brands,
        Inc. 2005 Supplemental Executive Retirement Plan (the "SERP") for the benefit
        of
        a select group of management or highly compensated employees of the Company
        and
        certain of its affiliates; and 

      


      WHEREAS,
        under
        Section 4.1 of the SERP, the Company is authorized to amend the SERP, and
        the
        Company has determined that amendment of the SERP now is necessary and
        desirable; 

      


      NOW,
        THEREFORE, pursuant
        to the power reserved to the Company under Section 4.1 of the SERP and by
        virtue
        of resolutions of the Board of Directors of the Company adopted at a meeting
        on
        June 27, 2007, the SERP is hereby amended, in the following
        particulars:

      


      
        	 	
                1.

              	
                By
                  replacing the second paragraph of Section 1.2 of the SERP with
                  the
                  following, effective as of January 1,
                  2007:

              


      

      


      "The
        Employee Retirement Income Security Act of 1974, as amended ('ERISA') permits
        the provision of benefits under an unfunded plan maintained by the Company
        primarily for the purpose of providing deferred compensation for a select
        group
        of management or highly compensated employees. The purpose of the SERP is
        to
        provide to those employees of the Company or an Affiliate, as defined below,
        who
        are selected by the Company from year to year, benefits which would be provided
        under the Plan without regard to the Compensation Limit or the Section 415
        Limit, or other limits with respect to certain Company contributions under
        the
        Plan. In no case, however, may any Company contribution to the SERP relate
        to,
        or be determined with respect to, any elective contributions made by any
        employee to the Plan. For purposes of the SERP, the term 'Affiliate' means
        a
        corporation, trade or business that is a member of a controlled group of
        corporations, a group of trades or businesses (whether or not incorporated)
        under common control or an 'affiliated service group,' (all as defined in
        Sections 414(b), 414(c) and 414(m) of the Code) that includes the Company.
        The
        term 'Affiliate' also includes a corporation, trade or business that is required
        to be aggregated with the Company pursuant to regulations under Section 414(o)
        of the Code. In applying the term 'Affiliate' for purposes of the SERP, the
        standard of control under Sections 414(b) and 414(c) of the Code will be
        deemed
        to be at least 50%."

      


      
        	 	
                2.

              	
                By
                  replacing the terms "Related Business" and "Related Businesses"
                  each time
                  either term is used in Sections 2.1, 2.6(c)(1), 3.1 with the term
                  "Affiliate" or "Affiliates," as appropriate, effective as of January
                  1,
                  2007.

              


      

      


      
        	 	
                3.

              	
                By
                  replacing Section 2.5(b) of the SERP with the following, effective
                  as of
                  April 8, 2005:

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      "(b)
        he
        or she shall become vested in his or her Annual Benefit Credits to the same
        extent that the Participant is vested in his or her Employer Supplemental
        Contributions under the Plan."

      


      
        	 	
                4.

              	
                By
                  replacing Section 2.6(a) of the SERP with the following, effective
                  as of
                  January 1, 2007:

              


      

      


      "The
        vested SERP Account of a Participant, including any Participant who is a
        specified employee, within the meaning of Code Section 409A, shall be paid
        in a
        lump sum in cash promptly after the date ('Payment Date') that is six months
        after the date of his or her separation from service, within the meaning
        of Code
        Section 409A(a)(2)(A)(i) ('Separation Date'). For all purposes under the
        SERP, a
        transfer of employment to any entity that is not an Affiliate is a separation
        from service. The unvested portion of the Participant's SERP Account shall
        be
        forfeited on the Separation Date."

      


      
        	 	
                5.
                  

              	
                By
                  deleting the second paragraph of Section 2.6(a) of the SERP in
                  its
                  entirety, effective as of January 1,
                  2007.

              


      

      


      
        	 	
                6.
                  

              	
                By
                  replacing Section 2.6(b) of the SERP with the following, effective
                  as of
                  January 1, 2007:

              


      

      


      "AFFILIATE
        EMPLOYEES.
        In the
        event that a Participant is an employee of an Affiliate, other than the Company,
        and the Affiliate has a Change of Control, the Participant shall be 100%
        vested
        in his or her SERP Account and the Participant's entire SERP Account shall
        be
        distributed to the Participant promptly in the form of a lump sum distribution.
        Notwithstanding the preceding sentence, such vesting and distribution shall
        only
        occur if neither the Company nor an entity that is an Affiliate after such
        transaction employs the Participant after such transaction. For this purpose,
        an
        Affiliate shall be deemed to have a Change of Control with respect to any
        event
        that would be a Change of Control within the meaning of Section 2.6(c), if
        the
        term 'Company' were replaced with the term 'Affiliate' each time it is used
        therein." 

      


      
        	 	
                7.
                  

              	
                By
                  replacing the first paragraph of Section 2.6(c) with the following,
                  effective as of January 1, 2007:

              


      

      


      "Notwithstanding
        anything in this Section 2.6 to the contrary, in the event of the occurrence
        of
        a Change of Control with respect to the Company all Participants shall be
        100%
        vested in their SERP Accounts, the SERP shall be terminated and the entire
        SERP
        Account of each Participant shall be distributed to the Participant promptly
        after the Change of Control, or, if the Participant has already experienced
        a
        Separation Date, after his or her Payment Date, in the form of a lump sum
        distribution. For this purpose a "Change of Control" shall mean an event
        which
        (i) is described in Code Section 409A(a)(2)(A)(v) and (ii) satisfies either
        of the following:"

       

      
        
          2

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                8.
                  

              	
                By
                  adding the following paragraph at the end of Section 2.6(c)(2),
                  effective
                  as of January 1, 2007:

              


      

      


      "Persons
        will not be considered to be acting as a group solely because they purchase
        assets of the Company at the same time. However, persons will be considered
        to
        be acting as a group if they are owners of a corporation that enters into
        a
        merger, consolidation, purchase or acquisition of assets, or similar business
        transaction with the Company. If a person, including an entity, owns stock
        in
        the Company and another corporation that enters into a merger, consolidation,
        purchase or acquisition of assets, or similar transaction with the Company,
        such
        shareholder is considered to be acting as a group with other shareholders
        of the
        other corporation only with respect to their ownership interest in that
        corporation prior to the transaction."

      


      
        	 	
                9.
                  

              	
                By
                  replacing the first two sentences of Section 2.7 with the following,
                  effective as of January 1, 2007:

              


      

      


      "In
        the
        event of a Participant's death prior to full distribution of his or her vested
        SERP Account, such amount shall be paid to the beneficiary properly designated
        by the Participant in the manner established by the Committee to receive
        his or
        her SERP Account hereunder. Such distribution shall be made in a lump sum
        distribution as soon as practicable after the Participant's death."


      


      
        	    	10.	
                By
                  adding the following new Section 3.8, effective as of January 1,
                  2007:

              


      

      
         

      

      "CODE
        SECTION 409A COMPLIANCE.
        Notwithstanding any provision to the contrary, this SERP is intended to comply
        with Code Section 409A and the interpretive guidance thereunder. The SERP
        shall
        be construed and interpreted in accordance with such intent."

      


      
        	
              	11.	
                By
                  restating Section 4.1 of the SERP in its entirety, effective as
                  of the
                  date of this amendment:

              


      

      


      "4.1
        COMPANY AUTHORITY TO AMEND.
        The
        Company intends the SERP to be permanent, but reserves the right at any time
        by
        action of either its Board of Directors or the Human Resources Committee
        of its
        Board of Directors to modify, amend or terminate the SERP, provided however,
        that if a Participant has a SERP Account, benefits provided under Section
        2.1
        shall constitute an irrevocable obligation of the Company as applicable,
        to the
        same extent that such SERP Account, had it been an account under the Plan,
        would
        have been an irrevocable obligation of the Plan."

       

      
        
          3

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, on behalf of the Company, the
        undersigned officer has executed this amendment this 9 day of
July, 2007.

      


        
          	
                  CONSTELLATION
                    BRANDS, INC.

                
	
                   

                  By:

                	
                   

                  /s/ L. Denise Watson

                
	
                   

                  Its:

                	
                  L. Denise Watson

                  Senior Vice President,

                  Global Compensation and
                    Benefits

                


        

      

    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
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