1.

As a result of the restructuring of the business of Constellation Brands, Inc. (“Constellation”), your position as Chief Executive Officer and President of Constellation Wines, a division of Constellation, will cease as of 28 February 2006. As a consequence, your contract of service with Hardys dated 11 June 1996, as varied by letter agreement with Constellation in May 2003 (“service contract”) is to be terminated in the manner set out in this letter.

2.

On 1 March 2006, you will commence paid leave and remain on leave until 9 February 2007. This paid leave will have been earned as of 28 February 2006 and accrued for by Hardys. On 9 February 2007, your employment by Hardys will cease and you will be paid all your entitlements under the service contract, together with an additional bonus of US$100,000 in recognition of your contribution to Constellation’s business, less all necessary tax withholdings, as set out on the attached sheet. Payment of your entitlements and special bonus is not contingent on future service requirements after 28 February 2006.

These amounts are acknowledged to fully and finally discharge all Hardys’ and Constellation’s obligations to you under your service contract and at law, other than the indemnities to which you are entitled as an employee and officer of Hardys. Your obligations of non-competition and confidentiality to Hardys and Constellation will continue for 12 months after 9 February 2007.

3.	Your entitlements to retirement benefits under the Hardy Wine Company Superannuation Plan will be provided in accordance with the terms of the Plan. You should make your own arrangements with the Trustee as to how those benefits are to be dealt with.

4.	You will not be eligible to receive future awards pursuant to Constellation’s Long-Term Stock Incentive Plan or Incentive Stock Option Plan. As the holder of existing options, you or your personal representative will have 12 months to exercise such options after the sooner of 9 February 2007 or the

 

 

 

5.	During your period of leave you will have no specific duties but you will make yourself available at my request to provide counsel and guidance as a non-executive chairman of Constellation Wines in various wine-related projects that may be considered from time to time.

6.	The benefits and entitlements payable under the agreement evidenced by this letter will enure for the benefit of your heirs, executors, administrators and assigns.