Execution
              Copy
   InBev
              S.A.
 
 **Brouwerijplein
              1**
 **3000,
              Leuven**
 **Belgium**
 
 
 
 
 
 March
              4,
              2005
 
 
 
 
 Companhia
              de Bebidas das Américas — AmBev
 Rua
              Dr.
              Renato Paes de Barros 1017
 04530-001,
              São Paulo, SP
 Federative
              Republic of Brazil
 Attn:
              Mr.
              Pedro Mariani
 
 
  Labatt
              Brewing Company Limited
 207
              Queen’s Quay West, Suite #299
 Toronto,
              ON M5J 1A7
 Canada
 Attn:
              Mr.
              James V. West
 
 
 Dear
              Sirs
              and Mesdames:
 
 
 **Re:** **Labatt
              Tax Reassessment**
 
 
 Reference
              is
              made to Section 8.01(a)(iii) of the Incorporação Agreement dated as of March 3,
              2004 (the “ **Incorporação
              Agreement** ”)
              among
              Companhia de Bebidas das Americas — AmBev (“ **AmBev** ”),
              InBev
              S.A. (formerly, Interbrew **S.A.** ;
              “ **InBev** ”),
              Labatt Brewing Company Limited (“ **LBCL** ”)
              and
              Labatt Brewing Canada Holding Ltd. That Section requires, in part,
              that InBev
              shall indemnify the AmBev Indemnitees (including LBCL) against AmBev
              Losses
              incurred in respect of certain liabilities of LBCL for Canadian federal
              and
              provincial income taxes (and related interest and penalties, if any)
              as a result
              of certain reassessments that might be issued to LBCL on the
  
 
 basis
              that any portion of the interest expense incurred by LBCL on inter-company
              debt
              owing by LBCL to one or more related non-resident persons was not deductible
              in
              full in computing LBCL’s income for the year in which the expense was
              incurred.
 
 Capitalized
              terms used in this Letter Agreement and not defined herein shall have
              the
              meanings ascribed thereto in the Incorporação Agreement.
  On
              December
              2, 2004, the Canada Revenue Agency (“CRA”) issued a notice of reassessment to
              LBCL in respect of its 1998 taxation year, disallowing a portion of
              the
              deduction claimed by LBCL in that year in respect of interest expense
              incurred
              by LBCL on certain of its inter-company participating subordinated
              debt. The
              parties hereto acknowledge and agree that this notice of reassessment
              falls
              within the scope of the above-referenced indemnification
              obligation.
  The
              parties
              further acknowledge and agree that Canadian provincial notices of reassessment
              are expected to be issued in respect of the same matter for 1998, that
              further
              Canadian federal and provincial notices of reassessment may be issued
              to LBCL in
              respect of the same matter for subsequent taxation years ending prior
              to
              Closing, and that all such reassessments also shall fall within the
              scope of the
              above-referenced indemnification obligation to the extent such reassessments
              make similar adjustments. All such potential reassessments, together
              with the
              1998 reassessment described above, are referred to herein, collectively,
              as the
“ **LBCL
              Reassessments** ”.
  The
              parties
              hereto acknowledge that all of the LBCL Reassessments shall constitute
“Third
              Party Claims” for purposes of the Incorporação Agreement and that, accordingly,
              the provisions of Section 8.04 of the Incorporação Agreement apply thereto. As
              contemplated by Subsection 8.04(b) of the Incorporação Agreement, InBev intends
              to contest the LBCL Reassessments at its own expense, with counsel
              selected by
              it. AmBev has the right to participate in the defense of the LBCL Reassessments
              and, in connection with such participation, to retain its own counsel
              (not
              reasonably objected to by InBev) (“ **AmBev
              Counsel** ”)
              at its
              own expense, it being understood, however, that InBev shall have control
              of the
              matter.
  As
              is further
              provided by Subsection 8.04(b), given that InBev has so elected to
              contest the
              LBCL Reassessments at its own expense, InBev is not liable to LBCL
              for any legal
              expenses LBCL might subsequently incur in the matter on its own behalf.
              Notwithstanding the foregoing, LBCL specifically acknowledges its obligations
              under the Incorporação Agreement with regard to Third Party Claims, including
              its notice obligations under Subsection 8.04(a) thereof, and acknowledges
              and
              confirms to and in favour of InBev that it will perform the same with
              respect to
              the LBCL Reassessments.
  The
              parties
              hereto agree that, following receipt of each LBCL Reassessment, LBCL
              shall pay
              to the applicable tax authority the full amount of tax, interest and
              penalty (if
              any) payable thereunder (collectively, “ **Remittances** ”),
              and
              that such amounts shall be paid promptly following receipt of the applicable
              LBCL Reassessment.
  LBCL
              shall
              maintain a separate notional account (the “ **Account** ”)
              in
              which it shall record any and all Remittances made by it, plus any
              and all costs
              and expenses (including, without limitation, legal and accounting costs
              and the
              cost of expert consultants or witnesses, together with any non-refundable
              goods
              and services tax payable in respect thereof) incurred by it (on an
              after-tax
              basis) at InBev’s direction for the purpose of contesting the LBCL Reassessments
              (such costs and
  -2-
 
  expenses
                being referred to herein collectively as the “ **InBev
                Dispute Costs** ”
                which,
                for the avoidance of doubt, shall not include the fees or disbursements
                of AmBev
                Counsel) plus any consequential expenses (including any increased
                interest
                expense as a result of LBCL’s leverage ratio increasing) resulting from the
                funding of Remittances by LBCL. There shall be calculated on the
                first business
                day of each month an amount (each, an “ **Interest
                Amount** ”)
                equal
                to the balance in the Account multiplied by a percentage equal to
                a margin of 50
                basis points above the 30-day Canadian bankers’ acceptance rate then in effect,
                and then divided by 12; provided that (x) for any quarter in which
                the LBCL
                leverage ratio exceeds 2.0 to 1.0, but is less than 2.5 to 1.0, the
                said margin
                shall be 65 basis points, (y) for any quarter in which the LBCL leverage
                ratio
                is greater than or equal to 2.5 to 1.0, but less than 3.0 to 1.0,
                the margin
                shall be 80 basis points, and (z) for any quarter in which the LBCL
                leverage
                ratio is greater than or equal to 3.0 to 1.0, the margin shall be
                95 basis
                points. The Interest Amounts shall be added to the balance in the
                Account on an
                annual basis at the end of each year. For this purpose, the LBCL
                leverage ratio
                for a quarter means the ratio of (i) LBCL’s consolidated debt as shown on its
                audited financial statements for the quarter to (ii) LBCL’s net income before
                interest, taxes and depreciation and amortization, as shown on its
                audited
                financial statements for the quarter. Upon receipt by LBCL of an
                indemnification
                payment from InBev, the balance in the Account shall be reduced by
                the amount
                thereof.
  Within **sixty
              (60) days** following the date the last outstanding LBCL Reassessment has been
              Finally
              Resolved (as defined below), InBev shall deliver payment to or at the
              direction
              of LBCL, in full satisfaction of its indemnification obligations as
              described
              herein, in an amount determined in accordance with the following
              formula:
  **A + B + C - D + E,**
 
 where:
 
 A
              equals
              the total Remittances paid by LBCL from and after Closing;
 
 B
              equals
              the total InBev Dispute Costs incurred by LBCL from and after
              Closing;
  C
              equals
              the aggregate of all Interest Amounts;
 
 D
              equals
              the after-tax amount of any and all refunds (or credits) of tax and
              interest
              received by LBCL in connection with the resolution of the LBCL Reassessments;
              and
 
 E
              equals
              the total amount of any consequential expenses (including any increased
              interest
              expense as a result of LBCL’s leverage ratio increasing) resulting from the
              funding of Remittances by LBCL.
 
 An
              LBCL
              Reassessment shall be considered to have been “ **Finally
              Resolved** ”
              where
              (A) no objection is filed in respect of such LBCL Reassessment by the
              due date
              therefor, or (B) an objection is filed with a taxation authority in
              respect of
              such LBCL Reassessment by the due date therefor, and either (x) the
              taxation
              authority allows the objection in its entirety; (y) the taxation authority
              denies the objection, in whole or in part, and no appeal is filed in
              response
              thereto by the due date therefor; or (z) the objection is denied, an
              appeal is
              subsequently filed, and (i) the Tax Court of Canada (or other applicable
              court,
              including an appellate court, if applicable) issues a final determination
              from
              which no appeal is available or from which no appeal is taken by the
              due date
              therefor, or (ii) the appeal is abandoned.
  -3-
  On
              an annual
              basis, no later than 120 days after the end of each calendar year,
              LBCL shall
              deliver to InBev and AmBev a detailed calculation showing the balance
              in the
              Account at the end of the year and all additions to and deductions
              from the
              Account during the year. If InBev makes any indemnification payment
              to LBCL in
              respect of items previously added to the Account, the balance in the
              Account
              shall be reduced by the amount of such payment immediately following
              receipt of
              such payment.
  Each
              of
              InBev, AmBev and LBCL shall from time to time execute or procure such
              documents
              and other assurances as may be reasonable or advisable to give effect
              to the
              provisions of this letter agreement. In addition, each of InBev and
              LBCL shall
              cause its affiliates to do all such things and to execute or procure
              all such
              documents and other assurances as may be necessary or desirable to
              give effect
              to the provisions hereof.
  Notwithstanding
              any
              other term of this letter agreement: (a) the total balance in the Account
              shall
              not under any circumstances exceed $40 million. If at any time LBCL
              reasonably
              anticipates that the total balance in the Account would otherwise exceed
              $40
              million, LBCL shall so notify InBev in writing, and, unless the parties
              otherwise agree, InBev shall make an indemnification payment to LBCL
              to the
              extent necessary to reduce the balance in the Account to no more than
              $40
              million; and (b) LBCL shall have the right at any time, and from time
              to time,
              on **120
              days’** written
              notice to InBev, to require InBev to make an indemnification payment
              to LBCL in
              an amount equal to the balance in the Account at that time.
  If
              InBev has
              made one or more indemnification payments hereunder to LBCL before
              the date on
              which the last outstanding LBCL Reassessment has been Finally Resolved,
              the
              after-tax amount of any amount subsequently refunded or credited by
              a taxing
              authority to LBCL as a consequence of an objection or appeal in respect
              of an
              LBCL Reassessment shall (x) to the extent of the balance in the Account,
              be
              applied to reduce the balance in the Account, and (y) to the extent
              it exceeds
              the balance in the Account, be paid forthwith by LBCL, to InBev as
              an adjustment
              to the amount of such indemnification payment or payments previously
              made.
  If
              the
              arrangements contemplated hereunder result in LBCL incurring an increased
              liability for capital tax, InBev shall indemnify LBCL and hold LBCL
              harmless, on
              an after-tax basis, from and against the full amount of such increased
              capital
              tax.
  No
              modification of or amendment to this letter agreement shall be effective,
              valid
              or binding unless made in writing and signed by all parties.
  This
              letter
              agreement shall be governed by and construed in accordance with, and
              the rights
              of the parties shall be governed by, the laws of the State of New York
              and the
              parties hereby consent to the exclusive jurisdiction of the courts
              of the State
              of New York to hear and determine any and all disputes, actions and
              proceedings
              arising out of this confirmation letter.
  All
              dollar
              amounts referred to in this letter agreement are references to Canadian
              dollars.
  -4-
  Please
              indicate your acknowledgement, acceptance and agreement of and to the
              foregoing
              by signing and returning to the undersigned the duplicate copies of
              this
              confirmation letter enclosed herewith. Upon execution by all parties
              this
              confirmation letter will become a valid and binding agreement between
              us. This
              confirmation letter may be executed in separate counterparts, each
              of which
              shall be considered an original and which, taken together, shall constitute
              a
              single agreement.
   Very
                          truly yours,**INBEV
                          S.A.,**By:________________________________________________Name:Title:By:________________________________________________Name:Title:






Acknowledged
          and agreed to by:
  **COMPANHIA
                        DE BEBIDAS DAS AMÉRICAS — AMBEV**By:___________________________________Name:Title:By:___________________________________Name:Title:
 **LABATT
                      BREWING COMPANY LIMITED**.By:
                      /s/Name:Title:
                      V.P. FinanceBy: /s/ James
                        WestName: 
                      James WestTitle:   
                      V.P. General Counsel -
                      Canada






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