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                                 EXHIBIT 10.4
 
                             BERINGER WINE ESTATES
                           1998 INCENTIVE STOCK PLAN
 
  1. Purpose
 
  The purpose of the Beringer Wine Estates 1998 Incentive Stock Plan is to
motivate employees of Beringer Wine Estates Holdings, Inc. and its
Participating Subsidiaries through added incentives to make a maximum
contribution to Company objectives.
 
  2. Definitions
 
  As used in this Plan, the following words shall have the following meanings:
 
  (a) "Benefits" means the benefits awarded to participants as described in
Sections 5 through 9 of the Plan. Benefits may be awarded individually or in
any combination
 
  (b) "Board of Directors" means the Board of Directors of the Company.
 
  (c) "Code" means the Internal Revenue Code of 1986, as amended. Reference to
a section of the Code shall include that section and any comparable section or
sections of any future legislation that amends, supplements or supersedes that
section.
 
  (d) "Committee" means a committee appointed by the Board of Directors to
administer this Plan, which committee is composed solely of two or more Non-
Employee Directors.
 
  (e) "Common Stock" means the Class B Common Stock of the Company.
 
  (f) "Company" means Beringer Wine Estates Holdings, Inc.
 
  (g) "Date of Grant" has the meaning set forth in Section 8(b) of this Plan.
 
  (h) "Effective Date" means November 1, 1998.
 
  (i) "Eligible Employee" has the meaning set forth in Section 4(a) of this
Plan.
 
  (j) "Employee" means any common-law employee of the Company or a
Participating Subsidiary who (i) is classified as a regular employee, (ii) is
customarily employed for more than twenty (20) hours per week and more than
(5) five months in a calendar year and (iii) has completed at least six (6)
months of Service; provided, however, that an Employee on November 1, 1998 who
has met the requirement of paragraphs (i) and (ii) of this Section 2(j) but
who has not met the requirements of paragraph (iii) of this Section 2(j) on
November 1, 1998 shall be eligible to enroll in the Plan on such date or any
subsequent enrollment date.
 
  (k) "Employee Stock Purchase Plan" has the meaning set forth in Section 8(a)
of this Plan.
 
  (l) "Incentive Stock Option" has the meaning set forth in Section 5 of this
Plan.
 
  (m) "Fair Market Value" means the fair market value of one share of Common
Stock as of a particular day, which shall generally be the last transaction
price of Common Stock as reported on the Nasdaq National Market.
 
  (n) "Non-Employee Directors" means any director of the Company who meets the
definition of that term as set forth in Rule 16b-3(b)(3)(i) promulgated under
the Securities Exchange Act
 
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  (o) "Nonqualified Stock Option" has the meaning set forth in Section 5 of
this Plan.
 
  (p) "Offering" has the meaning set forth in Section 8 of this Plan.
 
  (q) "Options" means Incentive Stock Options and Nonqualified Stock Options.
 
  (r) "Participant" means each eligible Employee who receives an amount of
Benefit under the Plan.
 
  (s) "Participating Subsidiary" means a Subsidiary that is participating in
the Plan. A Subsidiary of the Company as of the Effective Date will be deemed
to have adopted the Plan for its eligible Employees as of the Effective Date
and any corporation that becomes a Subsidiary after the Effective Date will be
deemed to have adopted the Plan for its eligible Employees immediately upon
becoming a Subsidiary, unless the Company acts to exclude the Subsidiary and
its eligible Employees from participation in the Plan.
 
  (t) "Plan" means the Beringer Wine Estates 1998 Incentive Stock Plan, as
amended from time to time.
 
  (u) "Reporting Person" means any person who is a director or officer (as
defined in Rule 16a-l(f) promulgated under the Securities Exchange Act), of
the Company or any Participant who is the beneficial owner, directly or
indirectly of more than ten percent of the Common Stock of the Company.
 
  (v) "Section 423 Options" has the meaning set forth in Section 8 of this
Plan.
 
  (w) "Securities Exchange Act" means the Securities Exchange Act of 1934, as
amended.
 
  (x) "Service" means the period of time that has elapsed from the date an
Employee first performs duties for the Company or a Subsidiary for which such
Employee is paid or entitled to payment by the Company or a Subsidiary and
ending on the date such Employee terminates employment, is discharged, retires
or dies; provided, however, that only the period of time during which an
Employee meets the requirements of paragraphs (i) and (ii) of Section 2(j)
shall be counted in determining such Employee's Service. The Service of an
Employee who terminates employment, is discharged or retires and is re-
employed by the Company or Subsidiary within twelve (12) consecutive months
after such termination, discharge or retirement shall include the time which
elapsed between the date of such a termination, discharge or retirement and
the date of re-employment. Service with a predecessor employer may be included
in an Employee's Service at the discretion of the Committee.
 
  (y) "Subsidiary" means any corporation that is a member of a controlled
group of corporations (as defined in section 414(b) of the Code) which
includes the Company; any trade or business (whether or not incorporated)
which is under common control (as defined in section 414(c) of the Code) with
the Company; and any organization (whether or not incorporated) which is a
member of an affiliated service group (as defined in section 414(m) of the
Code) which includes the Company; and any other entity required to be
aggregated with the Company under section 414(o) of the Code. Anything
contained herein to the contrary notwithstanding, for the purpose of Incentive
Stock Options and options granted pursuant to the Employee Stock Purchase
Plan, "Subsidiary" shall have the same meaning as the term "subsidiary
corporation" as defined in Section 425 of the Code.
 
  3. Administration
 
  (a) General. The Plan shall be administered by the Committee. Subject to the
provisions of the Plan, the Committee shall have exclusive authority to
interpret and administer the Plan, to establish appropriate rules relating to
the Plan, to select the Participants under the Plan, to make awards of the
Benefits provided by the Plan, to determine the terms and conditions to which
such awards are subject, to delegate its authority and duties under the Plan,
and to take such steps and make all such determinations in connection with the
Plan and any of the Benefits provided by the Plan as it may deem necessary or
advisable.
 
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  The Committee may from time to time award any of the Benefits described in
the Plan either individually, or in any combination, to Eligible Employees.
Each Participant shall enter into an agreement with the Company in the form
specified by the Committee agreeing to the terms and conditions of the award
and such other matters consistent with the Plan as the Committee in its sole
discretion shall determine.
 
  (b) Committee's Discretion. The award of any Benefit under the Plan may be
subject to any provision (whether or not applicable to a Benefit awarded any
other similarly situated Participant) that the Committee determines
appropriate which is consistent with the terms and conditions specifically
provided for in the Plan, including, without limitation, (i) provisions for
the purchase of shares of Common Stock under Options in installments, (ii)
provisions for the payment of the purchase of price of shares under Options by
delivery of Common Stock, (iii) restrictions on resale or other disposition,
(iv) provisions as may be appropriate to comply with federal or state
securities laws and stock exchange requirements, (v) provisions regarding
understandings or conditions with respect to the Participant's employment,
(vi) provisions for making the grant of Benefits conditional upon election by
a Participant to defer payment of a portion of his salary, (vii) provisions
for giving a Participant a choice between two Benefits or combinations of
Benefits, (viii) provisions regarding the award of Benefits in the alternative
so that the acceptance or exercise of one Benefit cancels the right of a
Participant to another; and (ix) provisions regarding the award of Benefits in
any combination or combinations. Any election by a Reporting Person to receive
compensation in the form of Common Stock or credits therefor shall be made
prior to the time the Benefit is awarded or at such other time or times so as
to comply with Rule 16b-3(f) promulgated under the Securities Exchange Act.
 
  4. Eligibility
 
  (a) General. Any individual who is an Employee of the Company or a
Participating Subsidiary, at the time the Benefits under the Plan are awarded
shall be eligible to receive an award of Benefits in accordance with the terms
of the Plan ("Eligible Employee").
 
  (b) Benefits Awarded in Accordance Under Sections 5, 6, 7 and 9. In making
any award of Benefits under Sections 5, 6, 7 or 9 of the Plan (or any
combination of such Sections), the Committee may take into account the nature
of services rendered by an Eligible Employee, the capacity of the Eligible
Employee to contribute to the success of the Company, and other factors that
the Committee may consider relevant.
 
  5. Stock Options
 
  The Committee from time to time may grant Options to Eligible Employees to
purchase shares of Common Stock from the Company. Options may be granted in
the form of an "Incentive Stock Option", which are intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code, or in
the form of a "Nonqualified Stock Option," which are not intended to qualify
as an incentive stock option within the meaning of Section 422 of the Code.
Each Option agreement between the Company and a Eligible Employee shall be in
such form and shall contain such provisions as the Committee from time to time
shall deem appropriate. Option agreements need not be identical, but each
Option agreement by appropriate language shall include the substance of all of
the provisions set forth in subsections (a) through (e) below:
 
  (a) The purchase price shall be payable in full in cash upon exercise of the
Option. In lieu of cash Participant may, to the extent permitted by and
subject to the conditions contained in the terms of his Option agreement, make
payment in whole or in part by tendering shares of Common Stock valued at Fair
Market Value on the date of exercise.
 
  (b) An Option shall not be transferable by the Participant to whom granted
except by will or by the laws of descent and distribution and only such
Participant may exercise such an Option during the lifetime of such
Participant.
 
  (c) The Committee in its discretion may provide in any Option agreement that
the Option shall be exercisable in full at any time or from time to time
during the term of the Option, or may provide for the exercise
 
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of the Option in such installments and at such times during the term of the
Option as the Committee may determine.
 
  (d) The maximum term of an Option shall be ten years from the date it was
granted.
 
  (e) The purchase price of the shares covered by each Incentive Stock Option
shall be not less than 100% of the Fair Market Value of the Common Stock
subject to the Option at the time the Option is granted; and the purchase
price of any other Option shall not be less than 85% of the Fair Market Value
of the Common Stock subject to the Option at the time such Option is granted.
 
  The aggregate Fair Market Value (as determined by the Committee as of the
time an Incentive Stock Option is granted) of the Common Stock covered by any
Incentive Stock Option or Incentive Stock Option awarded a Participant under
the Plan or any plan of a parent corporation or Subsidiary which become
exercisable for the first time during any calendar year shall not exceed One
Hundred Thousand Dollars ($100,000.00) or such other maximum applicable to
Incentive Stock Options as may be in effect from time to time under the Code.
 
  No Incentive Stock Option shall be awarded after the day preceding the tenth
anniversary of the effective date of the Plan.
 
  No person entitled to exercise any Option granted under the Plan shall have
any of the rights or privileges of a shareholder of the Company with respect
to shares issuable upon exercise of such Option until certificates
representing such shares shall have been issued and delivered to such person.
 
  6. Stock Appreciation Rights
 
  A Stock Appreciation Right entitles the holder to receive upon surrender of
such right an amount in cash or Common Stock, measured in whole or in part by
the Common Stock's appreciation in value during a specified period as
determined by the Committee.
 
  A Stock Appreciation Right may be satisfied in cash or in shares of Common
Stock of the Company, as determined by the Committee. Each Participant who is
awarded Stock Appreciation Rights shall enter into an agreement with the
Company in a form specified by the Committee agreeing to the terms and
conditions of the award and such other matters consistent with the Plan as the
Committee in its sole discretion shall determine.
 
  7. Restricted Shares
 
  A Restricted Share consists of Common Stock that is subject to certain
restrictions on the disposition of such share and rights of the Company to
reacquire the share upon specified terms upon the occurrence of certain events
during a specified period, as determined by the Committee. Each Participant
who is awarded Restricted Shares shall enter into an agreement with the
Company in a form specified by the Committee agreeing to the terms and
conditions of the award and such other matters consistent with the Plan as the
Committee in its sole discretion shall determine.
 
  Restricted Shares may not be sold, transferred, pledged or otherwise
encumbered during a Restricted Period. A Restricted Period shall commence on
the date of the award and end at such later date as the Committee may
designate at the time of the award. During such Restricted Period, a
Participant shall have the entire beneficial ownership and most of the rights
and privileges of a shareholder with respect to Restricted Shares awarded to
him, including the right to receive dividends and the right to vote such
Restricted Shares.
 
  The Committee in its sole discretion from time to time may establish the
terms and conditions under which Restricted Stock shall be forfeited by the
Participant during the Restricted Period.
 
  Notwithstanding anything in this Section to the contrary, the Company may
make an award of "phantom stock credits" to any Participant which shall serve
as a basis for an award of shares of Restricted Stock at a later point in
time.
 
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  The Participant shall not be entitled to delivery of the certificate
representing shares of Common Stock until the expiration of the Restricted
Period applicable to such Restricted Shares.
 
  8. Employee Stock Purchase Plan
 
  Solely for purposes of the Code, this Section 8 shall be treated as a
separate plan and referred to as the Beringer Wine Estates Employee Stock
Purchase Plan ("Employee Stock Purchase Plan"). Notwithstanding anything to
the contrary in the Plan, the following provisions shall apply to any options
awarded Participants ("Offering") in accordance with this Section 8 ("Section
423 Options"):
 
  (a) Section 423 Options awarded in accordance with the Employee Stock
Purchase Plan shall be granted only to Employees.
 
  (b) Section 423 Options granted pursuant to an Offering made under the
Employee Stock Purchase Plan shall be granted to each individual who is an
Employee on the Date of Grant of the Offering. For purposes of this Section 8
"Date of Grant" shall have the same meaning as set forth in Treasury
Regulation 1.421-7(c). However, one or more of the following categories of
Employees may be excluded from the grant of a Section 423 Option under the
Employee Stock Purchase Plan: (1) Employees who have been employed by the
Company or Subsidiary for less than two (2) years; (2) Employees whose
customary employment is for not more than five (5) months in any calendar
year; (3) Employees whose customary employment is twenty (20) hours or less
per week; and (4) officers or persons whose principal duties consist of
supervising the work of other Employees, or highly compensated Employees.
 
  Irrespective of any other provision of the Plan or the Employee Stock
Purchase Plan, no Section 423 Option may be granted to an Employee who owns
stock possessing 5% or more of the total combined voting power or value of all
classes of the Company or a Subsidiary as determined in accordance with
Section 423(b)(3) of the Code; and no Section 423 Option may be granted to any
Employee if such option permits the Employee's rights to purchase stock under
all employee stock purchase plans (as defined in Section 423 of the Code) of
the Company or any Subsidiary to accrue at a rate that exceeds Twenty-Five
Thousand Dollars ($25,000.00) of the Fair Market Value of such stock
(determined at the time the Section 423 Option is granted) for each calendar
year in which such option is outstanding at any time.
 
  (c) All Employees granted Section 423 Options under the Employee Stock
Purchase Plan shall have the same rights and privileges, as required by
Section 423(b)(5) of the Code.
 
  (d) No Section 423 Option awarded in accordance with the provisions of the
Employee Stock Purchase Plan shall be exercisable after the expiration of the
five (5) year period beginning on the Date of Grant of such option.
 
  (e) The price per share at which the Common Stock subject to a Section 423
Option awarded under the Employee Stock Purchase Plan may be purchased
("Purchase Price") shall not be less than the lesser of (1) 85% of the fair
market value of a share of Common Stock on the Date of Grant and (2) 85% of
the fair market value of a share of Common Stock on the date the Section 423
Option is exercised.
 
  (f) No Section 423 Option awarded in accordance with the terms of the
Employee Stock Purchase Plan shall be transferable otherwise than by will or
by the laws of descent and distribution and shall be exercisable only by the
Participant to whom it is granted during the lifetime of the Participant.
 
  9. Other Benefits
 
  The Committee may award Common Stock or the right to acquire Common Stock to
any Eligible Employee upon such terms and conditions as the Committee in its
discretion shall determine. Such awards may consist of a combination of the
Benefits described in the preceding sections, or any other right to acquire
Common Stock subject to any conditions the Committee may prescribe, such as a
right of first refusal by the Company to repurchase the shares; provided,
however, that any Benefit awarded in accordance with the provisions of this
 
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Plan which grants the right to purchase shares of Common Stock, except any
Benefit which is subject to restrictions that in the aggregate would amount to
a substantial risk of forfeiture for purposes of Section 83 of the Code, shall
require that the price at which the Participant may purchase such shares shall
be at least 85% of the Fair Market Value of such shares as determined by the
Committee at the time such benefit is awarded.
 
  10. Shares Subject to Plan
 
  Subject to the provisions of Section 11 (relating to adjustment for changes
in capital stock), the maximum number of shares that may be issued under the
Plan (including shares to be issued under the Employee Stock Purchase Plan)
shall not exceed in the aggregate 300,000 shares of Common Stock. Such shares
may be unissued shares or treasury shares.
 
  If there is a lapse, expiration, termination or cancellation of any Benefit
without the issuance of shares, or if shares are issued in connection with any
Benefit and later are reacquired by the Company pursuant to rights reserved on
issuance, the shares subject to or reserved for such Benefit may again be used
in connection with the grant of any of the Benefits described in this Plan;
provided that in no event may the number of shares of Common Stock issued
under this Plan exceed 300,000, subject to adjustment as described in Section
11.
 
  11. Adjustment Upon Changes in Stock
 
  If any change is made in the shares of Common Stock by reason of any merger,
consolidation, reorganization, recapitalization, stock dividend, split up,
combination of shares, exchange of shares, change in corporate structure, or
otherwise, appropriate adjustments shall be made by the Committee to the kind
and maximum number of shares subject to the Plan and the kind and number of
shares and price per share of stock to each outstanding Benefit. Any increase
in the shares, or the right to acquire shares, as the result of such an
adjustment shall be subject to the same terms and conditions that apply to the
Benefit for which such increase was received. No fractional shares of Common
Stock shall be issued under the Plan on account of any such adjustment, and
rights to shares always shall be limited after such an adjustment to the lower
full share.
 
  12. Amendment of the Plan
 
  The Board of Directors may at any time amend the Plan (including the
provisions of the Employee Stock Purchase Plan), provided that the Board of
Directors may not, without approval (within twelve months before or after the
date of such change) of such number of the stockholders as may be required by
either federal income tax or securities law for any particular amendment: (a)
increase the maximum number of shares of Common Stock in the aggregate which
may be issued under the Plan, except as may be permitted under the adjustment
provisions of Section 11, or (b) adopt any other amendment for which
shareholder approval is required by federal income tax or securities laws and
regulations, including the regulations of the stock exchange or other market
upon which the Common Stock may be listed at the time of the amendment. The
Board of Directors may not alter or impair any Benefit previously granted
under the Plan without the consent of the person to whom the Benefit was
granted.
 
  13. Termination of the Plan
 
  The Board of Directors may terminate or suspend the Plan (including the
Employee Stock Purchase Plan) at any time. No Benefit shall be awarded after
termination of the Plan.
 
  Rights and obligations under a Benefit awarded while the Plan is in effect
shall not be altered or impaired by termination or suspension of the Plan
except by consent of the person to whom the Benefit was awarded.
 
  14. Withholding Tax
 
  The Company shall have the right to withhold with respect to any payments
made to Participants under the Plan any taxes required by law to be withheld
because of such payments.
 
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  15. Rules of Construction
 
  The terms of the Plan shall be construed in accordance with the laws of the
State of California, provided that the terms of the Plan as they relate to
Incentive Stock Options shall be construed first in accordance with the
meaning under and in a manner that will result in the Plan satisfying the
requirements of the provisions of the Code governing incentive stock options;
and provided further that the terms of Section 8 of the Plan shall be
construed first in accordance with the meaning under and in a manner that will
result in the Employee Stock Purchase Plan satisfying the requirements of the
Code governing such plans.
 
  16. Nontransferability
 
  Each Option or similar right (including a Stock Appreciation Right) granted
under this Plan shall not be transferable other than by will or the laws of
descent and distribution, and shall be exercisable during the holder's
lifetime only by the holder or the holder's guardian or legal representative.
 
  17. Effective Date
 
  The Plan shall become effective as of November 1, 1998.
 
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