AMENDMENT NUMBER TWO
                                     TO THE
                            CANANDAIGUA BRANDS, INC.
                        ANNUAL MANAGEMENT INCENTIVE PLAN


This Amendment  Number Two to the Canandaigua  Brands,  Inc.  Annual  Management
Incentive Plan (the "Plan") is adopted  pursuant to Section 8 of the Plan by the
Human  Resources  Committee of the Board of Directors of  Constellation  Brands,
Inc. (f/k/a Canandaigua Brands, Inc.) (the "Company"), acting in its capacity as
the  Committee  under the Plan.  Capitalized  terms  used  herein  which are not
otherwise defined shall have the meanings ascribed to them in the Plan and Annex
A thereto.

     1.   NAME. The name of the Plan is hereby changed to "Constellation Brands,
          Inc.  Annual  Management  Incentive  Plan," and all  references to the
          Company  name  in the  Plan  are  hereby  replaced  by  references  to
          "Constellation Brands, Inc."


In witness whereof,  Constellation Brands, Inc. has caused this instrument to be
executed as of December 21, 2000.

                                                  CONSTELLATION BRANDS, INC.


                                                  By: /s/ Richard Sands
                                                      --------------------------
                                                      Richard Sands, President