UPDATE 3-Modelo CEO resigns from Anheuser-Busch board

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By Martinne Geller

NEW YORK, June 20 (Reuters) - Anheuser-Busch Cos Inc (BUD.N: Quote, Profile, Research, Stock Buzz) on Friday said Grupo Modelo (GMODELOC.MX: Quote, Profile, Research, Stock Buzz) Chief Executive Carlos Fernandez resigned from its board of directors, signaling the loss of a potential key ally in the U.S. brewer's fight to fend off an unsolicited takeover bid from InBev NV (INTB.BR: Quote, Profile, Research, Stock Buzz).

Fernandez, who had been a board member since 1996, left "to avoid any appearance of a conflict (of interest)," according to a Modelo spokeswoman.

Such a conflict could result from several scenarios, according to Robbert van Batenburg, head of research for Louis Capital Markets in New York. Most likely, he said, would be that Mexico's No. 1 brewer Modelo, which is half-owned by Anheuser, was negotiating to sell Anheuser the half it doesn't own or talking to InBev about a side deal.

Fernandez's departure may also signal "a further erosion" of ties between Anheuser's founding Busch family and Modelo's founding Fernandez family, van Batenburg added, noting that the relationship between the two dynasties has deteriorated over the years since Anheuser bought its stake in Modelo in 1993.

Modelo, brewer of beers including Corona and Negra Modelo, is emerging as a critical power broker in the battle for control of Anheuser, the largest U.S. brewer and maker of Budweiser and Michelob.

As St. Louis-based Anheuser-Busch weighs a $46.3 billion takeover proposal from Belgian-Brazilian brewer InBev, reports have surfaced that Anheuser was in talks with Modelo about buying the Mexican brewer outright to make itself too big for InBev to swallow. Reports have also surfaced that InBev has reached out to Modelo, assuring it that if InBev took over Anheuser, it would let Modelo decide its own fate.

Such an incentive could have led Fernandez to vote in favor of an InBev takeover, speculated Ann Gilpin, an analyst with Morningstar. So his departure could be a slight positive for Anheuser and the Busch family should they want to stay independent, she said, since it removes his vote.