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MOLSON COORS BREWING COMPANY

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

on

June 2, 2010

The Annual Meeting of Stockholders of MOLSON COORS BREWING COMPANY will be held at 11:00 a.m. (local time) on June 2, 2010 at the Ritz-Carlton Hotel located at 1881 Curtis Street, Denver, Colorado 80202, for the following purposes:

(1)                                  To elect 13 directors;

(2)                                  To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 25, 2010;

(3)                                  To approve the amendment and restatement of the Molson Coors Brewing Company Incentive Compensation Plan; and

(4)                                  To transact such other business as may be brought properly before the meeting and any and all adjournments or postponements thereof.

In accordance with the bylaws and action of the Board of Directors, stockholders of record at the close of business on April 5, 2010, will be entitled to notice of, and to vote at, the meeting and any and all adjournments or postponements thereof.

We will begin mailing a Notice of Internet Availability of Proxy Materials for our annual meeting of stockholders, containing instructions on how to access our proxy materials and vote online, on or about April 20, 2010. The Company’s proxy statement and related exhibits accompanying this notice of annual meeting of stockholders and the Company’s annual report on Form 10-K for the fiscal year ended December 26, 2009 can be accessed by following the instructions in the Notice of Internet Availability of Proxy Materials.

We hope you will be able to attend the annual meeting. Whether or not you plan to attend, your vote is important to us, and we urge you to review our proxy materials and promptly cast your vote using the instructions provided in the Notice of Internet Availability of Proxy Materials.

Alternatively, if you requested or received a copy of the proxy materials by mail, you may vote by telephone, over the Internet, or mark, sign, date and return the proxy/voting instruction card in the envelope provided. For more information about how to vote your shares, please see the discussion beginning on page 2 of our proxy statement under the heading “Information about the Annual Meeting.”

Thank you for your interest in our Company. We look forward to seeing you at the 2010 annual meeting of stockholders.

By order of the Board of Directors,

April 20, 2010

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PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of MOLSON COORS BREWING COMPANY, a Delaware corporation (Molson Coors or the Company), for use at the Annual Meeting of Stockholders, which will be held at 11:00 a.m. (local time), Wednesday, June 2, 2010, at the Ritz-Carlton Hotel located at 1881 Curtis Street, Denver, Colorado 80202, and at any and all adjournments or postponements of that meeting. Molson Coors has dual executive offices located at 1225 17th Street, Suite 3200, Denver, Colorado, USA 80202 and 1555 Notre Dame Street East, Montréal, Québec, Canada, H2L 2R5.

IMPORTANT NOTICE

 REGARDING THE AVAILABILITY OF PROXY MATERIALS

AND VOTING INSTRUCTIONS FOR OUR

2010 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 2, 2010

Our notice of annual meeting, proxy statement and related exhibits, annual report on Form 10-K, electronic proxy card and other annual meeting materials are available on the Internet at www.proxyvote.com together with any amendments to any of these materials. We will begin mailing our Notice of Internet Availability of Proxy Materials (the Notice) to stockholders on or about April 20, 2010. At that time, we will also begin mailing paper copies of our proxy materials to stockholders who request them. Please see page 3 of this proxy statement for more information on how these materials will be distributed. Our proxy materials can also be viewed on our Company website at www.molsoncoors.com under “Investor Relations—Financial Reporting—Annual Report.”

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BACKGROUND

Voting Securities

The outstanding classes of Molson Coors capital stock include its Class A common stock and Class B common stock. In addition, Molson Coors has one share of special Class A voting stock and one share of special Class B voting stock outstanding, through which the holders of Class A exchangeable shares and Class B exchangeable shares issued by Molson Coors Canada Inc. (Exchangeco or MCC), a Canadian corporation and subsidiary of Molson Coors, may exercise their voting rights with respect to Molson Coors. The exchangeable shares were issued in connection with the February 2005 merger of Molson Inc. (Molson) and Adolph Coors Company (Coors), pursuant to which Coors changed its name to Molson Coors Brewing Company (the Merger). These shares were issued to certain holders of Molson shares in lieu of receiving shares of Molson Coors Class A and/or Class B common stock. The special voting stock provides a mechanism for holders of exchangeable shares, which are intended to be substantially the economic equivalent of the Molson Coors common stock, to vote with the corresponding class of Molson Coors common stock. The special Class A and Class B voting stock are entitled to one vote for each Exchangeco Class A and Class B exchangeable share, respectively, excluding shares held by Molson Coors, and generally vote together with the Class A common stock and Class B common stock, respectively, on all matters on which the Class A common stock and Class B common stock are entitled to vote. This structure provides voting rights to a holder of the exchangeable shares through a voting trust arrangement. The trustee holder of the special Class A voting stock and the special Class B voting stock has the right to cast a number of votes equal to the number of then-outstanding Class A exchangeable shares and Class B exchangeable shares, respectively, but will only cast a number of votes equal to the number of Class A exchangeable shares and Class B exchangeable shares as to which it has received voting instructions from the owners of record of those Class A exchangeable shares and Class B exchangeable shares, respectively (other than Molson Coors), on the relevant record date.

Except in the limited circumstances provided in the certificate of incorporation, including the right of the holders of the Class B common stock and special Class B voting stock, voting together as a single class, to elect three directors to the Board, the right to vote for all purposes is vested exclusively in the holders of the Class A common stock and special Class A voting stock, voting together as a single class. The holders of Class A common stock and Exchangeco Class A exchangeable shares are entitled to one vote for each share held, without the right to cumulate votes for the election of directors. The Adolph Coors Jr. Trust dated September 12, 1969 (the Coors Trust), which held approximately 43.8% of the voting power of the Molson Coors Class A common stock and Exchangeco Class A exchangeable shares as of April 5, 2010, and Pentland Securities (1981) Inc. and its subsidiary 4280661 Canada Inc. (collectively Pentland), which held approximately 43.8% of the voting power of Molson Coors Class A common stock and Exchangeco Class A exchangeable shares  as of April 5, 2010, are parties to voting trust agreements combining their voting power over the Molson Coors Class A common stock and Exchangeco Class A exchangeable shares they own. Pursuant to the voting trust agreements, the Coors Trust has deposited into trust all of its shares of Molson Coors Class A common stock, and Pentland has deposited into trust all of its Exchangeco Class A exchangeable shares. These shares, together with any other shares deposited into the trust, will be voted as a block by the trustees in the manner described in the voting trust agreements.

At the close of business on April 5, 2010, the record date for the annual meeting, there were outstanding 2,702,690 shares of Class A common stock and 160,493,473 shares of Class B common stock, 1 share of special Class A voting stock (representing 3,056,874 Exchangeco Class A exchangeable shares) and 1 share of special Class B voting stock (representing 19,366,553 Exchangeco Class B exchangeable shares). Only stockholders of record at the close of business on April 5, 2010, are entitled to vote at the annual meeting.

INFORMATION FOR HOLDERS OF EXCHANGECO STOCK

Through a voting trust arrangement, holders of Exchangeco Class A and Class B exchangeable shares are entitled to vote at meetings of holders of the corresponding classes of Molson Coors common stock. The exchangeable shares (and ancillary rights thereto) provide holders thereof with dividend and other rights which are substantially the economic equivalent of those shares of the corresponding classes of Molson Coors common stock.

The exchangeable shares are non-voting (except as required by the provisions attaching to the exchangeable shares or by applicable law) with respect to Exchangeco. Therefore, this proxy statement and the proxy solicitation materials relate solely to Molson Coors. There will not be a separate Exchangeco annual meeting of the holders of exchangeable shares. You will not receive a notice of an annual meeting of the stockholders of Exchangeco, nor will you receive an information circular or proxy for an annual meeting of the stockholders of Exchangeco.

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Because the value of the exchangeable shares, determined through dividend and dissolution entitlements and capital appreciation, is determined by reference to the consolidated financial performance and condition of Molson Coors rather than Exchangeco, information respecting Exchangeco (otherwise than as included in our public disclosure and consolidated financial statements) is not relevant to holders of exchangeable shares.

Holders of exchangeable shares effectively have a participating interest in Molson Coors and not a participating interest in Exchangeco and it is therefore the information relating to Molson Coors that is directly relevant to the holders of exchangeable shares voting in connection with the matters to be transacted at the annual meeting.

If you hold Exchangeco Class A and/or Class B exchangeable shares, please see the section entitled “Information about the Annual Meeting—Voting Instructions for Class A and Class B Exchangeable Shares” below for details on how to vote.

INFORMATION ABOUT THE ANNUAL MEETING

Distribution of Proxy Solicitation and Other Required Annual Meeting Materials

The U.S. Securities and Exchange Commission, or SEC, has adopted rules that allow us to mail a notice to our stockholders advising that our proxy statement, annual report to stockholders, electronic proxy card and related materials are available for viewing, free of charge, on the Internet. Stockholders may then access these materials and vote over the Internet or request delivery of a full set of materials by mail or email. These rules give us the opportunity to serve you more efficiently by making the proxy materials available quickly online, reducing costs associated with printing and postage and reducing the environmental impact of providing information for our meeting.

We will begin mailing the required notice, called a Notice of Internet Availability of Proxy Materials, to stockholders on or about April 20, 2010. The proxy materials will be posted on the Internet, at www.proxyvote.com, no later than the day we begin mailing the Notice. If you receive the Notice, you will not receive a paper or email copy of the proxy materials unless you request one in the manner set forth in the Notice.

The Notice of Internet Availability of Proxy Materials contains important information, including:

·                  The date, time and location of the annual meeting;

·                  A brief description of the matters to be voted on at the meeting;

·                  A list of the proxy materials available for viewing on www.proxyvote.com and the control number you will use to access the site; and

·                  Instructions on how to access and review the proxy materials online, how to vote your shares over the Internet, and how to get a paper or email copy of the proxy materials, if that is your preference.

Quorum

The holders of shares entitled to cast a majority of the total votes of the outstanding shares of stock entitled to vote on each matter, as of the record date, represented in person or by proxy, will constitute a quorum for the transaction of business at the annual meeting. If a quorum is not present, the annual meeting may be postponed or adjourned to allow additional time for obtaining the required quorum. At any subsequent reconvening of the annual meeting, all proxies will be voted in the same manner as the proxies would have been voted at the original convening of the annual meeting, except for any proxies that have been effectively revoked or withdrawn. Shares held by Molson Coors in treasury do not count toward a quorum.

Required Vote

The vote required for approval of any matter which may be the subject of a vote of the stockholders is provided for in our certificate of incorporation and bylaws. At the annual meeting,

·                  Directors will be elected by a plurality of the votes cast by the stockholders present in person or by proxy and entitled to vote for the relevant directors;

·                  the ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm will be approved if the votes cast by holders of the Class A common voting stock and Class A exchangeable shares favoring ratification exceed the votes cast opposing ratification.; and

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·                  the amendment and restatement of the Company’s Incentive Compensation Plan will be approved if the votes cast by holders of the Class A common voting stock and Class A exchangeable shares favoring approval exceed the votes cast opposing approval.

Effect of Abstentions, Votes Withheld and Broker Non-votes

Broker non-votes (described below) and abstentions will be counted as present for purposes of determining whether a quorum is present at the annual meeting.

The directors to be elected at the annual meeting will be elected by a plurality of the votes cast by the stockholders present in person or by proxy and entitled to vote for the relevant directors. This means that the nominees with the most votes by those eligible to vote for such directors will be elected. Votes may be cast for or withheld from each nominee, but a withheld vote or a broker non-vote will not affect the outcome of the election.

With respect to the ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm, shares present but not voted because of abstention will have the effect of a “no” vote on the proposal to ratify PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm.  Under the NYSE Rules, the ratification of auditor selection is considered a routine matter as to which brokers have discretionary voting authority in absence of instruction of the beneficial owner.  As a result, we do not expect broker-non votes to occur with respect to (or have an effect on) this proposal.

With respect to the amendment and restatement of the Company’s Incentive Compensation Plan, abstentions will have the same effect as a vote against the proposal to approve the amendment and restatement of the Incentive Compensation Plan.  Under the NYSE Rules, approval of the amendment and restatement of the Company’s Incentive Compensation Plan is not considered routine and brokers are not authorized to exercise discretionary voting in the absence of instruction from the beneficial owner.  As a result, any broker non-votes will not be considered “entitled to vote” for the purposes of Delaware law and will not affect the outcome for this purpose.  However, for NYSE listing purposes, the NYSE Rules require that (i) the amendment and restatement of the Company’s Incentive Compensation Plan be approved by a majority of votes cast on the proposal and (ii) the total vote cast on the proposal represents more than 50% shares entitled to vote on the proposal.  Broker non-votes could result in 50% or fewer of the shares entitled to vote on the proposal being voted with respect to this proposal.

Under the rules that govern brokers who have record ownership of shares that are held in “street name” for their clients (who are the beneficial owners of the shares), a broker who has not received voting instructions from his client, has discretion to vote the shares on “routine” matters but not on “non-routine” matters. A “broker non-vote” occurs when a broker does not have discretionary voting authority and has not received instructions from the beneficial owners of the shares.

Voting by Proxy for Class A and Class B Common Stock

You may vote your shares prior to the meeting by following the instructions provided on the Notice of Internet Availability of Proxy Materials, this proxy statement and the voter website, www.proxyvote.com. If you requested a paper copy of the proxy materials, voting instructions are also contained on the proxy card enclosed with those materials.

·                  If you are a registered stockholder, there are three ways to vote your shares before the meeting:

By Internet (www.proxyvote.com): Use the Internet to transmit your voting instructions until 11:59 p.m. EDT on June 1, 2010. Have your Notice of Internet Availability of Proxy Materials with you when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.

By telephone (1-800-690-6903): Use any touch-tone telephone to submit your vote until 11:59 p.m. EDT on June 1, 2010. Have your Notice of Internet Availability of Proxy Materials in hand when you call and then follow the instructions you receive from the telephone voting site.

By mail: If you requested a paper copy of the proxy materials, mark, sign and date the proxy card enclosed with those materials and return it in the postage-paid envelope we have provided. To be valid, proxy cards must be received before the start of the annual meeting. Proxy cards should be returned to Molson Coors Brewing Company, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

·                  If your shares are held in street name, your broker, bank or other holder of record may provide you with a Notice. Follow the instructions on the Notice of Internet Availability of Proxy Materials to access our proxy

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materials and vote online or to request a paper or email copy of our proxy materials. If you received these materials in paper form, the materials include a voting instruction card so you can instruct your broker, bank or other holder of record how to vote your shares. Unless you provide voting instructions, your shares will not be voted with respect to any matter other than ratifying the appointment of our independent auditors. In order to ensure that your shares are counted in the election of directors, the amendment and restatement of the Company’s Incentive Compensation Plan and the other important matters being voted on at the annual meeting, we encourage you to follow the instructions provided to you to vote your shares.

Voting of Proxies

All properly executed proxies that Molson Coors receives by 11:59 p.m. EDT on June 1, 2010 for holders of Class A or Class B common stock, or by 5:00 p.m. EDT on May 26, 2010 for holders of Exchangeco Class A or Exchangeco Class B exchangeable shares, and that are not revoked, will be voted in accordance with the instructions indicated on your proxy. If you submit a validly executed proxy without providing direction, the proxy will be voted as follows:

·                  “For” the election of each of the ten director nominees to be elected by holders of shares of Class A common stock or Exchangeco Class A exchangeable shares;

·                  “For” the election of each of the three director nominees to be elected by holders of shares of Class B common stock or Exchangeco Class B exchangeable shares.

·                  “For” ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 25, 2010;

·                  “For” amendment and restatement of the Molson Coors Brewing Company Incentive Compensation Plan, to be approved by holders of shares of Class A common stock or Exchangeco Class A exchangeable shares.

Failing to vote your shares prior to the meeting or vote at the annual meeting will reduce the number of votes cast at the annual meeting and may contribute to a lack of a quorum. Consequently, we urge you to return your proxy with your vote marked, or to vote using one of the other available methods.

Molson Coors does not expect that any matter or proposal other than the proposals described in this document will be brought before the annual meeting or any adjournment. If, however, other matters are properly presented, the persons named as proxies will vote in accordance with their judgment with respect to those matters on which the grantor of the proxy is entitled to vote.

Revocation of Proxies

You can change your vote at any time before your proxy is voted at the annual meeting. If you are a registered holder, you can do this in one of four ways.

·                  First, before the annual meeting, you can deliver a signed notice of revocation of proxy to the Secretary of Molson Coors at the address specified below.

·                  Second, you can complete and submit a later-dated proxy.

·                  Third, you can vote again by Internet or telephone.

·                  Fourth, you can attend the annual meeting and vote in person. Your attendance at the annual meeting alone will not revoke your proxy; rather, you must also vote at the annual meeting in order to revoke your previously submitted proxy.

If you want to change your proxy directions by mail, you should send any notice of revocation or your completed new proxy card, as the case may be, to Molson Coors Brewing Company, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, Telephone: 800-690-6903.

If your shares are held in street name, you can revoke a proxy previously submitted by the nominee in whose name your shares are held by either:

·      Following the directions received from your broker to change those instructions; or

·                  Voting in person at the meeting, in which case you must obtain a “legal proxy” by following the instructions at www.proxyvote.com, or by requesting a paper copy of the materials from the nominee.

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Voting Instructions for Class A and Class B Exchangeable Shares

As discussed above, holders of Exchangeco Class A and Class B exchangeable shares (other than Molson Coors) are entitled to vote at meetings of holders of the corresponding classes of Molson Coors common stock through a voting trust arrangement. If you hold Class A and/or Class B exchangeable shares as of the record date, you may provide voting instructions to CIBC Mellon Trust Company, as trustee, in much the same way as registered holders of Class A and Class B Common Stock vote their shares, although your voting instructions must be received no later than 5:00 p.m. EDT on May 26, 2010. You may provide voting instructions in accordance with the instructions provided in the Notice of Internet Availability of Proxy Materials, this proxy statement and the voter website, www.proxyvote.com. If you requested a paper copy of the proxy materials, you may provide voting instructions to the trustee in accordance with the instructions contained on the proxy card enclosed with those materials. The trustee will vote your Class A and/or Class B exchangeable shares held by a broker, bank, or other nominee in accordance with your duly executed instructions received no later than 5:00 p.m. EDT on May 26, 2010. If you do not send instructions and do not otherwise attend the meeting to vote in person as discussed below, the trustee will not be able to vote your Class A and/or Class B exchangeable shares. You may revoke previously given voting instructions by delivering subsequent voting instructions by mail, Internet or telephone no later than 5:00 p.m. EDT on May 26, 2010. For additional information, please refer to the Notice of Internet Availability of Proxy Materials, this proxy statement and the voter website, www.proxyvote.com, or refer to the proxy card accompanying the proxy materials if you received a paper copy of the proxy materials.

Voting in Person

You may come to the annual meeting and cast your vote there; however, whether or not you plan to attend, we urge you to cast your vote as soon as possible as described in the Notice of Internet Availability of Proxy Materials, or, if you requested a paper copy of the proxy materials, by completing and returning the proxy card accompanying the proxy materials.

If you are a holder of record of Class A and/or Class B common stock and plan to attend the annual meeting, please indicate this when you cast your vote or submit your proxy card. To vote your shares in person at the annual meeting, when you arrive at the annual meeting, you will be asked to present photo identification, such as a driver’s license, to verify your record ownership of shares.

If you are a beneficial owner of Class A and/or Class B common stock or Class A and/or Class B exchangeable shares held by a broker, bank, or other nominee, you will need proof of ownership to be admitted to the annual meeting. A recent brokerage statement or a letter from a bank or broker are examples of proof of ownership. If you want to vote your Class A and/or Class B common stock or Class A and/or Class B exchangeable shares held in street name in person, you must obtain a written “legal proxy” in your name from the broker, bank or other nominee that holds your shares.

A representative of CIBC Mellon Trust Company, as trustee for the shares of Exchangeco, will be present at the annual meeting to verify ownership of, and receive votes from, holders of Class A and/or Class B exchangeable shares that personally attend the annual meeting and who have not otherwise voted as described herein.

Voting Instructions for Shares Held in MillerCoors Retirement Plans

We have been advised by MillerCoors that according to its trust agreement concerning the MillerCoors LLC Savings and Investment Plan (the Plan), certain of its employees hold Molson Coors shares in their retirement plans and are entitled to receive proxy materials and vote at the Company’s annual meeting of stockholders.  If you participate in the Plan, you may vote the number of shares of common stock equivalent to the interest in Molson Coors common stock credited to your account as of the record date.  You may provide voting instructions to Fidelity Management Trust Company, as trustee, through its agent, Broadridge, by completing and returning the proxy card accompanying your proxy materials.  The trustee will vote your shares in accordance with your duly executed instructions received no later than 5:00 p.m. EDT on May 27, 2010.  If you do not send instructions to Broadridge, the trustee will not be able to vote the share equivalents credited to your account.  You may also revoke previously given voting instructions prior to 5:00 p.m. EDT on May 27, 2010, by submitting to Broadridge, a properly completed and signed proxy card bearing a later date.

Solicitation of Proxies

Solicitation of proxies will primarily be made by use of the mail or over the Internet, but may also be made by telephone, telefax or personal contact.  The cost of preparing, assembling and distributing this proxy solicitation

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material and Notice of Annual Meeting of Stockholders will be paid by Molson Coors. Solicitation by mail, telephone, telefax, electronic transmission over the Internet or personal contact may be done by directors, officers and other employees of Molson Coors, for which they will receive no additional compensation. Brokerage houses and other nominees, fiduciaries and custodians nominally holding shares of Molson Coors stock as of the record date will be requested to forward proxy solicitation material to the beneficial owners of such shares and will be reimbursed by Molson Coors for their reasonable expenses.

In addition, Molson Coors has retained Georgeson Inc., 199 Water Street, 26th Floor, New York, NY 10038, to assist in the solicitation of proxies by mail, telephone, telefax, e-mail and personal solicitation. For these services, Molson Coors will pay Georgeson a fee of $7,500, plus custodial charges and reimbursement for actual expenses and any broker or bank charges paid by Georgeson on behalf of the Company.

Householding

The SEC allows us to deliver a single Notice of Internet Availability of Proxy Materials and set of proxy materials to an address shared by two or more of our stockholders.  This delivery method, referred to as “householding,” can result in significant cost savings for us.  As a result, stockholders who share the same address and hold some or all of their shares of common stock through a broker, bank or other nominee may receive only one copy of the Notice of Internet Availability of Proxy Materials, or upon request, the proxy materials, as the case may be, unless the broker, bank or other nominee has received contrary instructions from one or more of the stockholders at that address. Certain brokers, banks and other nominees have procedures in place to discontinue duplicate mailings to stockholders sharing an address. Beneficial owners that desire to eliminate duplicate mailings should contact their broker, bank or other nominee for more information, and stockholders of record should submit their request by contacting Broadridge, Householding Department, 51Mercedes Way, Englewood, NY 11717 or call them at 800-542-1061.

The Company will deliver promptly, upon written or oral request, a separate copy of the proxy statement and annual report to a stockholder at a shared address to which a single copy of the documents was delivered.  A stockholder preferring to receive his/her own set of the Notice of Internet Availability of Proxy Materials and/or proxy materials now or in the future, should contact Broadridge, Householding Department, 51Mercedes Way, Englewood, NY 11717 or call them at 800-542-1061. However, please note that any stockholder who wishes to receive a paper or email copy of the proxy materials for purposes of voting at this year’s annual meeting should follow the instructions included in the Notice of Internet Availability that was sent to the stockholder.

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

Thirteen directors are to be elected at the annual meeting, each to serve until the next annual meeting and until his or her successor shall have been elected and qualified.  The thirteen nominees consist of:

·                  ten directors will be elected by the holders of Molson Coors Class A common stock and the special Class A voting stock (the votes of which are directed by holders of Class A exchangeable shares of Exchangeco), voting together as a single class; and

·                  three directors will be elected by the holders of the Molson Coors Class B common stock and the special Class B voting stock (the votes of which are directed by holders of Class B exchangeable shares of Exchangeco), voting together as a single class.

The following table sets forth certain biographical information regarding each director and director nominee, including a summary description of each individual’s particular knowledge, qualifications or areas of expertise considered for nomination to the Company’s board of directors.  For more information on the nomination of our Class A directors and Class B directors, please refer to “Board of Directors and Corporate Governance – Nomination of Directors” below.

Each of the directors and director nominee has consented to serve if elected.  If any of them becomes unavailable to serve as a director, a substitute nominee may be designated in accordance with the certificate of incorporation and bylaws. In that case, the persons named as proxies will vote for the substitute nominees designated in accordance with the certificate of incorporation and bylaws.

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CLASS A DIRECTORS

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CLASS B DIRECTORS

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Family Relationships.  The only family relationships among any of the directors or director nominees are between:  Peter H. Coors and Christien Coors Ficeli, who are father and daughter; and Andrew T. Molson and Geoffrey E. Molson, who are brothers, along with their father, Eric H. Molson, named Director and Chairman Emeritus as described below.

The Board of Directors unanimously recommends a vote FOR each of the persons listed above, and executed proxies that are returned will be so voted unless otherwise instructed.

Director and Chairman Emeritus.  Eric H. Molson, formerly Chairman of the Board of the Company, was named Director and Chairman Emeritus of the Company in May 2009.  Mr. Eric Molson provides consulting and advisory services to the Board of Directors as requested, and may be invited to attend meetings of the Board on a non-voting basis.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Corporate governance of Molson Coors is determined with reference to its certificate of incorporation and bylaws, the rules and regulations of the U.S. Securities and Exchange Commission, and the listing requirements of both the New York and Toronto Stock Exchanges. The Toronto Stock Exchange has agreed to defer to the NYSE most regulatory matters that would otherwise be applicable to Molson Coors, provided that Molson Coors remains in compliance with the requirements of the NYSE. Accordingly, unless specifically noted in this section, references to compliance with NYSE rules also presume compliance with the corresponding Toronto Stock Exchange governance rules.

Board Leadership Structure

The Company separates the roles of chairman of the board and chief executive officer.  According to the Company’s bylaws, the chairman of the board is appointed by the Class A-C nominating subcommittee, or the Class A-M nominating subcommittee, alternating on a biennial basis.  Mr. Peter H. Coors was appointed chairman of the board by the Class A-C nominating subcommittee immediately following the annual meeting of stockholders on May 13, 2009 and will serve in this position until the date of the annual meeting of stockholders in 2011.  Immediately following the annual meeting of stockholders in 2011, the Class A-M nominating subcommittee will appoint a chairman of the board to serve for two years.  The chief executive officer is appointed by the board of directors to serve until his or her resignation, death, retirement or removal.

Board Size

As set forth in our bylaws, the Board has the power to fix the number of directors by resolution. The Board has currently set the number of directors at 15 (twelve Class A directors, including two management directors as described below, and three Class B directors); however, for purposes of this annual meeting, only 13 directors are being nominated for election. There will be two Class A director vacancies which, as described in more detail below, the Board is currently in the process of identifying a candidate to fill one vacancy, but does not currently plan to fill the other vacancy.  At the annual meeting, votes may not be cast for a greater number of director nominees than the 13 nominees named in the proxy statement. Our certificate of incorporation and bylaws provide that the Board may change the size of the Board by vote of at least two-thirds of the authorized number of directors (including vacancies).

Nomination of Directors

Because more than 50% of the voting power of Molson Coors is controlled by the Coors and Molson families through the voting trust agreements described above, Molson Coors is a “controlled company” under the NYSE listing standards. The listing standards permit controlled companies to rely on exemptions from certain corporate governance-related requirements, including the requirement that the board have a nominating committee composed entirely of independent directors with a written charter addressing matters specified by the NYSE. Molson Coors has elected to rely on this exemption. Accordingly, nominees for election to the Board will be selected by the full Board, and by a Nominating Committee and nominating subcommittees established pursuant to the Molson Coors certificate of incorporation. The chart below illustrates how our directors are nominated and who is entitled to elect them:

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Class A-C and A-M Nominating Subcommittees (Non-Board Level)

The Class A-M nominating subcommittee nominates five candidates to stand for election by the holders of Class A common stock and special Class A voting stock. We refer to the directors elected according to this nomination process as Molson directors. The Class A-M nominating subcommittee must exercise this nominating power to ensure that at all times a majority of the Molson directors are independent as defined under our certificate of incorporation. The Class A-M nominating subcommittee is currently composed of Andrew T. Molson and Geoffrey E. Molson.

The Class A-C nominating subcommittee nominates five candidates to stand for election by the holders of Class A common stock and special Class A voting stock. We refer to the directors elected according to this nomination process as Coors directors. The Class A-C nominating subcommittee must exercise this nominating power to ensure that at all times a majority of the Coors directors are independent as defined under our certificate of incorporation. The Class A-C nominating subcommittee is currently composed of Peter H. Coors and Melissa Coors Osborn.

As a result of the resignation of one of the incumbent Coors directors during 2009, the Class A-C nominating subcommittee has nominated only four candidates to stand for election by holders of the Class A common stock and Class A special Class A voting stock. The Class A-C nominating subcommittee is currently in the process of identifying a candidate to fill this vacancy.

The Class A-M nominating subcommittee fills vacancies caused by the removal, resignation, retirement or death of a Molson director and fills newly-created seats designated to be filled by Molson directors, and the Class A-C nominating subcommittee fills vacancies caused by the removal, resignation, retirement or death of a Coors director and fills newly-created seats designated to be filled by Coors directors.

The Class A-M nominating subcommittee ceases to have the right to make nominations if Pentland, and other Molson family stockholders from time to time party to the voting trust agreements, cease to beneficially own, in the aggregate, a number of shares of Molson Coors common stock and exchangeable shares (as adjusted for any stock split, recapitalization, reclassification, reorganization or similar transaction) equal to at least 2% of the aggregate number of shares of Molson Coors common stock and exchangeable shares outstanding on the date of the completion of the merger transaction, of which at least 1,650,000 shares must be Class A common stock and/or Class A exchangeable shares. Similarly, the Class A-C nominating subcommittee ceases to have the right to make nominations if the Coors Trust or the specified members of the Coors family who select the Coors family representative no longer beneficially own, in the aggregate, a number of shares of Molson Coors common stock and exchangeable shares (as adjusted for any stock split, recapitalization, reclassification, reorganization or similar transaction) equal to at least 3% of the aggregate number of shares of Molson Coors common stock and exchangeable shares outstanding on the date of the completion of the merger transaction, of which at least 1,650,000 shares must be Class A common stock and/or Class A exchangeable shares. In either case, if the applicable nominating committee ceases to have the right to make nominations, then the committee will be disbanded and independent directors (as that term is defined in the Molson Coors certificate of incorporation) will replace the subcommittee’s members on the nominating committee.

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Nominating Committee

A stand-alone nominating committee (the Nominating Committee): (1) nominates two candidates meeting the qualifications described below to stand for election by the holders of Class A common stock and special Class A voting stock; (2) assists the Board in evaluating candidates for nomination as recommended by the stockholders; and (3) takes up other business properly presented to it.

The members of the Class A-M and Class A-C nominating subcommittees serve on the Nominating Committee and select another member of the Board who is independent to also serve on the Nominating Committee, currently John E. Cleghorn.

The full Nominating Committee names two director nominees to stand for election by the holders of Class A common stock and special Class A voting stock, who must be the following people, subject to the fiduciary duties of the committee:

·      The Chief Executive Officer of Molson Coors, currently Peter Swinburn; and

·      A member of management approved by at least two-thirds of the authorized number of directors (including vacancies). The person who previously held this board seat resigned. The Board currently does not plan to fill this position.

Our bylaws provide that the directorship of the individual serving on the Board by virtue of his being the Company’s Chief Executive Officer shall terminate upon such individual’s ceasing to be the CEO. The Nominating Committee also has the power to fill vacancies in the two director positions referred to above (with director candidates meeting the qualifications mentioned above).

The Nominating Committee’s written charter is posted on our website at www.molsoncoors.com.

Nominations by the Board of Directors

According to the Company’s certificate of incorporation, the full Board nominates three independent candidates to stand for election by the holders of Class B common stock and special Class B voting stock, and has the power to fill corresponding vacancies. All such nominations require the approval of at least two-thirds of the authorized number of directors (including vacancies) on the Board.

Qualifications of Director Nominees

The Board assesses any director nominee taking into account several factors including, but not limited to, issues such as the individual’s: (i) personal qualities and characteristics, accomplishments and reputation in the business community; (ii) current knowledge and contacts in the communities in which the Company does business and in the Company’s industry or other industries relevant to the Company’s business; (iii) ability and willingness to commit adequate time to Board and committee matters; (iv) skills and personality and their fit with other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company; (v) diversity of opinion, personal and professional background, experience; and (vi) fit with the perceived needs of the Company, the Board and its respective committees at the time. The Board ultimately recommends nominees that it believes will enhance the Board’s ability to manage and direct, in an effective manner, the affairs and business of Molson Coors.  Potential director nominees may come to the attention of the Board through management, current Board members, search firms or stockholders.  From time to time, the Board uses third party search firms to identify and/or evaluate potential nominees.

Candidates Recommended by Stockholders

The Board will consider and evaluate a Class B director candidate recommended by a stockholder in the same manner as candidates from other sources. Stockholders wishing to recommend a director candidate to serve on the Board as a Class B Director may do so by providing advance written notice to Molson Coors following the same procedures set forth under “Stockholder Proposals and Nominations”.  Any such recommendation must be accompanied by the information required in the notice of a stockholder’s nomination of a director candidate not included in the Company’s proxy statement as specified in Section 1.9.2 of our bylaws.

Director Independence

Although Molson Coors is not required to have a majority of independent directors because it is a “controlled company” under NYSE listing standards, the Molson Coors certificate of incorporation contains provisions intended to

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ensure that at all times a majority of the directors will be independent. The Molson Coors certificate of incorporation defines an independent director as any director who is independent of the management of Molson Coors, and is free from any interest and any business or other relationship (other than interests or relationships arising from ownership of shares of Molson Coors stock) which could, or could reasonably be perceived to, materially interfere with the director’s ability to act with a view to the best interests of Molson Coors.

At its meeting held on February 11, 2010, the Board adopted Director Independence Standards that are consistent with the NYSE listing standards and the Company’s certificate of incorporation. These standards are attached as Appendix A. Based on these standards, the Board determined that each of the following directors is independent:

See “Board of Directors and Corporate Governance — Nomination of Directors” for information regarding the Nominating Committee.

Executive Sessions of Non-employee and Independent Directors

The Board generally holds executive sessions of its non-employee directors at each regularly scheduled meeting. The chairmanship of these executive sessions rotates among the non-employee directors. In addition, the independent directors meet in executive session at each regularly scheduled Board meeting.  The chairmanship of these executive sessions rotates among the independent directors.

Communications between Stockholders and the Board

Interested parties, including stockholders, may communicate directly with the Chairman of the Board, Chairman of the Audit Committee, or the non-employee directors as a group by writing to those individuals or the group at the following address: Molson Coors Brewing Company, c/o Corporate Secretary, 1225 17th Street, Suite 3200, Denver, Colorado 80202. Correspondence received by the Secretary will be forwarded to the appropriate person or persons in accordance with the procedures adopted by a majority of the independent directors of the Board. When reporting a concern, please supply sufficient information so that the matter may be addressed properly. Although you are encouraged to identify yourself to assist Molson Coors in effectively addressing your concern, you may choose to remain anonymous, and Molson Coors will use reasonable efforts to protect your identity to the extent appropriate or permitted by law.

Corporate Governance Guidelines; Code of Business Conduct

The Board has adopted Board of Directors Charter and Corporate Governance Guidelines to promote the functioning of the Board and its committees, and to set forth a common set of expectations as to how the Board should function. The Corporate Governance Guidelines provide, among other things, guidance on the composition of the Board, the criteria to be used in selecting director nominees, retirement of directors, expectations by Molson Coors of its directors and evaluation of Board performance.

In addition, all of Molson Coors’ directors and employees, including its Chief Executive Officer, Chief Financial Officer, and other senior financial officers, are bound by Molson Coors’ Code of Business Conduct, which complies with the requirements of the New York Stock Exchange and the SEC to ensure that the business of Molson Coors is conducted in a legal and ethical manner. The Code of Business Conduct covers all areas of professional conduct, including employment policies, conflicts of interest, fair dealing, and the protection of confidential information, as well as strict adherence to all laws and regulations applicable to the conduct of our business. Molson Coors intends to disclose future amendments to, or waivers from, certain provisions of the Code of Business Conduct for executive officers and directors on its website within four business days following the date of such amendment or waiver.

Board of Directors’ Role in Risk Oversight

The Board of Directors is responsible for identifying the principal risks of the Company’s business and ensuring the implementation of appropriate systems to manage these risks, and shares oversight and monitoring of the Company’s enterprise risk management program with the Audit Committee.  The Audit Committee reviews the risks, actions and progress annually and the full Board reviews the risk program at their annual strategy meeting.  The Audit Committee also oversees management of the Company’s major financial risks and its procedures for monitoring and controlling these risks.  The Audit Committee regularly submits a risk assessment to the full Board of Directors.

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The Compensation Committee oversees risks relating to our compensation policies and practices, and regularly assesses our performance criteria and targets established under executive compensation programs to ensure they do not provide an incentive for executives to take excessive or unnecessary risks.  The Compensation Committee reports to the full Board when appropriate.

In addition to committee reports, the Board of Directors receives regular reports from the Company’s management on the Company’s most material risks and the degree of its exposure to those risks, as well as presentations on those risks at Board meetings quarterly.

Available Information

Molson Coors’ current Corporate Governance Guidelines, Code of Business Conduct, certificate of incorporation, bylaws and written charters for its Audit and Compensation Committees are posted on our website at www.molsoncoors.com. Stockholders may also request a free copy of these documents from: Molson Coors Brewing Company, c/o Shareholder Services, 1225 17th Street, Suite 3200, Denver, Colorado 80202.

Directors’ Attendance

During 2009, the Board of Molson Coors held five meetings in person, and one meeting telephonically. In 2009, all directors attended 75% or more of the aggregate of meetings of the Board and its committees held during their respective terms, except for Mr. O’Brien.  Each of the current directors serving as a director at the time, attended the 2009 annual meeting.  All directors are expected to attend our annual meeting of stockholders unless an emergency prevents them from doing so.

Board Committees

The Board currently has three separately-designated standing committees: the Audit Committee, the Compensation Committee and the Finance Committee. In addition to the three standing committees, the Board may from time to time establish additional committees.

The following table breaks down the current membership for each of our Board committees.  Other than Mr. Coors, each member is considered an independent director pursuant to the Company’s Director Independence Standards and the Company’s certificate of incorporation.  (See “Director Independence” above.)

*    Denotes Chairman of the committee.

Audit Committee

The Audit Committee has four members. It met four times in person and four times telephonically in 2009. The Audit Committee is composed solely of non-employee Directors, all of whom the Board has determined are independent pursuant to the New York Stock Exchange rules, the Company’s certificate of incorporation, its Director Independence Standards, and Rule 10A-3 under the Securities Exchange Act of 1934. The Board has determined that all the members of the Audit Committee are financially literate pursuant to the New York Stock Exchange rules. The Board also has determined that each of Messrs. Cleghorn and Hobbs are Audit Committee Financial Experts within the meaning stipulated by the U.S. Securities and Exchange Commission.

The Audit Committee’s responsibilities, discussed in more detail in the charter, include, among other duties, the responsibility to:

·      Assist the Board in review and oversight of the conduct and integrity of Molson Coors’ financial reporting to any governmental or regulatory body, the public or other users thereof;

·      Assist the Board in review and oversight of Molson Coors’ systems of internal control or financial reporting and disclosure controls and procedures;

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·      Assist the Board in review and oversight of the qualifications, engagement, compensation, independence and performance of the Molson Coors’ independent registered public accounting firm, its conduct of the annual audit, and its engagement for any other lawful services;

·      Assist the Board in review and oversight of Molson Coors’ legal and regulatory compliance; and

·      Prepare the Audit Committee report required by the rules and regulations of the U.S. Securities and Exchange Commission to be included in Molson Coors’ annual proxy statement.

Compensation and Human Resources Committee

The Compensation and Human Resources Committee, referred to herein as the Compensation Committee, has three members and met four times in person and three times telephonically in 2009. The Compensation Committee is comprised solely of non-employee Directors, all of whom the Board has determined are independent pursuant to the New York Stock Exchange rules and the Company’s certificate of incorporation and Director Independence Standards.

The Compensation Committee’s responsibilities, discussed in more detail in the charter, include, among other duties, the responsibility to:

·      Review and approve compensation levels for the Company’s executive officers, although the entire Board must approve Chief Executive Officer compensation;

·      Review and approve management incentive compensation policies and programs;

·      Review and approve equity compensation programs for Molson Coors’ employees, and exercise discretion in the administration of such programs; and

·      Produce an annual report on executive compensation required by the rules and regulations of the U.S. Securities and Exchange Commission to be included in Molson Coors’ annual proxy statement.

The Committee is also authorized to select, retain and approve the fees of compensation consultants, outside counsel and other advisors. Molson Coors pays the necessary or appropriate expenses of the Committee.

The details of the processes and procedures used for determining compensation of the Company’s executive officers are set forth in the “Executive Compensation” section.

The Compensation Committee retained the firm of Towers Perrin as its compensation consultant to provide independent advice and assist in the development and evaluation of the Company’s executive and director compensation policies. The role of Towers Perrin, with respect to compensation decisions in 2009, is set forth in more detail in the “Executive Compensation” section.

The Compensation Committee Report on Executive Compensation is included in this proxy statement.

During fiscal 2009 and as of the date of this proxy statement, none of the members of the Compensation and Human Resources Committee was or is an officer or employee of the Company, and no executive officer of the Company served or serves on the compensation committee or board of any company that employed or employs any member of the Company’s Compensation and Human Resources Committee or Board of Directors.

Finance Committee

The Finance Committee has five members and met four times in person in 2009.  Each of the members of the Finance Committee, other than Mr. Coors, is a non-employee Director, whom the Board has determined is independent pursuant to the New York Stock Exchange rules and the Company’s certificate of incorporation and Director Independence Standards.

The Finance Committee’s responsibilities, discussed in more detail in the charter, include, among other duties, the responsibility to:

·      Oversee and review the Company’s financial and investment policies, strategies and guidelines;

·      Monitor the Company’s financial condition and its requirements for funds;

·      Monitor the Company’s debt portfolio, interest rate risk, expense management, credit facilities and liquidity;

·      Review and approve the amounts, timing, types and terms of the issuance of public and private debt securities by the Company;

·      Monitor relationships with credit rating agencies and the ratings given to the Company; and

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·      Review periodically the Company’s hedging plans, transactions and results.

Nominating Committee

See “Board of Directors and Corporate Governance — Nomination of Directors” for information regarding the Nominating Committee.

PROPOSAL NO. 2 — RATIFY APPOINTMENT OF AUDITORS

The Board of Directors is asking stockholders to consider and act upon a proposal for the ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP (PwC) as the Company’s independent registered public accounting firm for the fiscal year ending December 25, 2010. PwC was our independent registered public accounting firm for the fiscal year ended December 26, 2009.

Although current law, rules and regulations, as well as the Charter of the Audit Committee, require the Company’s independent registered public accounting firm to be engaged and supervised by the Audit Committee, the Board is submitting the selection of PwC for ratification by stockholders as a matter of good corporate practice. In the event of a negative vote on such ratification, the Audit Committee will reconsider its selection of the external auditor and may conclude that it is in the best interests of the Company to retain PwC for the current fiscal year. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interest of the Company and its stockholders.

Representatives of PwC are expected to be present at the annual meeting to respond to questions and may make a statement if they so desire.

Fees

Set forth below are the aggregate fees billed by PwC for professional services rendered to Molson Coors during fiscal years 2009 and 2008:

(1)   Aggregate fees for professional services rendered by PricewaterhouseCoopers LLP in connection with its audit of our consolidated financial statements and our internal control over financial reporting for the fiscal years 2009 and 2008 and the quarterly reviews of our financial statements included in Forms 10-Q.

(2)   Includes amounts related to other special accounting projects and audits of our joint ventures.

(3)   Tax compliance and related tax services.

(4)   Special project assistance in the UK, most notably manufacturing process improvements in 2009 and pension advisory work in 2008.

Pre-Approval Policy Regarding Independent Registered Public Accounting Firm Services

The Audit Committee pre-approves all audit, non-audit and internal control-related services provided by the independent registered public accounting firm prior to the engagement of the independent registered public accounting firm with respect to such services.  The Chairman of the Audit Committee has been delegated authority by the Committee to pre-approve interim services by the independent registered public accounting firm other than the annual audit. The Chairman must report all such pre-approvals to the entire Audit Committee at the next committee meeting.  The Audit Committee (or the Chairman of the Audit Committee pursuant to the authority delegated) approved of the audit-related fees, tax fees and other fees paid to PwC.

The Board of Directors unanimously recommends a vote FOR the proposal ratifying the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2010, and proxies that are returned will be so voted unless otherwise instructed.

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AUDIT COMMITTEE REPORT

The role of the Audit Committee of the Board of Directors is to prepare this report and to assist the Board in its oversight of: (1) the conduct and integrity of Molson Coors’ financial reporting to any governmental or regulatory body, the public or other users thereof; (2) Molson Coors’ systems of internal control over financial reporting and disclosure controls and procedures; (3) the qualifications, engagement, compensation, independence and performance of Molson Coors’ independent registered public accounting firm, its conduct of the annual audit, and its engagement for any other lawful purposes; and (4) Molson Coors’ legal and regulatory compliance. The Board, in its business judgment, has determined that: all members of the Audit Committee are “independent” as required by applicable listing standards of the New York Stock Exchange and Molson Coors’ Director Independence Standards, Rule 10A-3 under the Exchange Act and Molson Coors’ certificate of incorporation; all members are financially literate and have accounting or related financial management expertise; and that at least one member of the Committee (two currently: John E. Cleghorn and Franklin W. Hobbs) qualifies as an “audit committee financial expert” as defined in the applicable regulations of the SEC. The Audit Committee operates pursuant to a written Charter, a copy of which can be found on our website at: www.molsoncoors.com.  As set forth in the Charter, management of Molson Coors is responsible for the preparation, presentation and integrity of Molson Coors’ financial statements, and the effectiveness of internal control over financial reporting. Management is responsible for maintaining Molson Coors’ accounting and financial reporting principles and internal controls and procedures reasonably designed to assure compliance with accounting standards and applicable laws and regulations. Molson Coors has a full-time Internal Audit department that reports to the Audit Committee. The Internal Audit department is responsible for objectively reviewing and evaluating the adequacy, effectiveness and quality of Molson Coors’ internal controls relating, for example, to the reliability and integrity of Molson Coors’ financial information and the safeguarding of assets. The independent registered public accounting firm is responsible for auditing Molson Coors’ financial statements and expressing an opinion as to their conformity with U.S. generally accepted accounting principles.

In the performance of its oversight function, the Audit Committee has reviewed and discussed the audited financial statements with management and PwC. The Audit Committee has also discussed with PwC the matters required to be discussed by Statement on Auditing Standards No. 61, as amended, as adopted by the Public Company Accounting Oversight Board (PCAOB) in Rule 3200T.  Finally, the Audit Committee has received the written disclosures and the letter from PwC required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee on independence. The Audit Committee has ultimate authority and responsibility to select, evaluate, and, when appropriate, replace the Molson Coors’ independent registered public accounting firm. The fees billed by PwC for non-audit services were pre-approved by the Audit Committee and were also considered in the discussions of independence.

Audit Committee members are not employees of Molson Coors, and do not perform the functions of auditors or accountants. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards. Members of the Audit Committee necessarily rely on the information provided to them by management and the independent registered public accounting firm. Accordingly, the Audit Committee’s considerations and discussions referred to above do not assure that the audit of Molson Coors’ financial statements has been carried out in accordance with standards of the PCAOB, that the financial statements are presented in accordance with accounting principles generally accepted in the United States or that Molson Coors’ registered public accounting firm is in act “independent.”

Based upon the reports and discussions described in this report, and subject to the limitations on the role and responsibilities of the Audit Committee referred to above and in the Charter, the Audit Committee recommended to the Board that the audited financial statements be included in Molson Coors’ Annual Report on Form 10-K for the year ended December 26, 2009, to be filed with the U.S. Securities and Exchange Commission. The Audit Committee also appointed PwC as the independent registered public accounting firm for Molson Coors for fiscal 2010, subject to ratification by the Company’s stockholders.

SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

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PROPOSAL NO. 3 — APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE MOLSON COORS BREWING COMPANY INCENTIVE COMPENSATION PLAN

Introduction

The Company currently maintains the Molson Coors Brewing Company Incentive Compensation Plan, or the Plan.  The Plan currently allows up to 10,000,000 shares of Class B common stock to be issued to employees (including employees of our affiliates), directors and certain third-party service providers participating in the Incentive Compensation Plan.  As of April 1, 2010, there were 87,293 shares of the Company’s Class B common stock remaining for issuance under the Incentive Compensation Plan.

The Board of Directors believes that the Company’s ability to attract, retain and motivate quality employees, directors and third-party service providers is vital to the Company’s success.  The Board also believes further that the interests of the Company and its stockholders will be advanced if the Company can continue to offer such employees, directors and third-party service providers the opportunity to acquire or increase their proprietary interests in the Company by receiving awards under the Plan.  However, the Board believes that there is an insufficient number of shares of Class B common stock remaining for issuance under the Plan to effectively and appropriately incentivize the employees, directors and third-party service providers, and that the Plan should be revised to reflect current grant practices, changes in laws and regulations and administrative items.  Accordingly, on March 15, 2010, the Board approved an amendment and restatement of the Plan that includes 5,000,000 additional shares of Class B common stock authorized for delivery under the Plan, subject to stockholder approval.

The Board seeks approval of the Plan by stockholders in order to meet the requirements of the New York Stock Exchange, and to satisfy requirements of tax law to help preserve the Company’s ability to claim tax deductions for compensation for certain employees.  The Board has directed that the proposal to approve the amendment and restatement of the Plan be submitted to stockholders for their approval at the annual meeting.

The following summary of the Plan is qualified in its entirety by reference to the complete text of the Plan, as proposed to be amended and restated, which is attached to this proxy statement as Appendix B.

Shares Available for Issuance

Subject to stockholder approval, and subject to adjustment upon the occurrence of certain events described below, a maximum of 15,000,000 shares of Class B common stock may be issued under the Plan.  To satisfy awards under the Plan, the Company may use authorized but unissued shares of Class B common stock or shares of Class B common stock held in treasury.  Shares covered by an award under the Plan are counted as used to the extent such shares are actually delivered. Shares subject to awards under the Plan or under the Company’s prior plans that lapse, are forfeited or cancelled or are settled without the issuance of stock will be available for awards under the Plan.

In addition to aggregate share limits, if the Company’s Compensation Committee (or other committee designated by the Board to administer the Plan), referred to as the Plan Committee, determines that an award to a covered employee (as defined under Section 162(m) of the Internal Revenue Code of 1986, as amended, together with applicable regulations, referred to as the Code, is intended to qualify as performance-based compensation (within the meaning of Code Section 162(m), the following limits shall apply to grants of such awards:

·      the maximum aggregate number of shares subject to options granted in any one plan year to any one participant may not exceed 500,000 shares;

·      the maximum number of shares subject to stock appreciation rights granted in any one plan year to any one participant may not exceed 500,000 shares;

·      the maximum aggregate grant with respect to awards of restricted stock or restricted stock units in any one plan year to any one participant may not exceed 250,000 shares;

·      the maximum aggregate award of performance units or performance shares that any one participant may receive in any one plan year may not exceed 250,000 shares if such award is payable in shares, or exceed the value of 250,000 shares (determined as of the earlier of the vesting date or the payout date) if such award is payable in cash or property other than shares with such amount;

·      the maximum aggregate amount awarded or credited with respect to cash-based awards to any one participant with respect to any one plan year may not exceed $5 million;

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·      the maximum aggregate amount awarded or credited in any one plan year with respect to a covered employee annual incentive award may not exceed the lesser of five times such employee’s annual base salary as in effect on March 1 of such plan year, or $5 million; and

·      the maximum aggregate grant with respect to equity-based or equity-related awards not otherwise described by the terms of the Plan in any one plan year to any one participant may not exceed 250,000 shares.

In the event of any corporate event or transaction (including, but not limited to, a change in the shares of the Company or the capitalization of the Company), such as a merger, consolidation, reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination of Shares, exchange of Shares, dividend in kind, or other like change-in-capital structure or distribution (other than normal cash dividends) to stockholders of the Company, or any similar corporate event or transaction, the Plan Committee, in its sole discretion, in order to prevent dilution or enlargement of a participant’s rights under the Plan, shall substitute or adjust, as applicable, the number and kind of shares that may be issued under the Plan or under particular forms of awards, the number and kind of shares subject to outstanding awards, the option price or grant price applicable to outstanding awards, the annual award limits, and other value determinations applicable to outstanding awards.

The Plan authorizes the Plan Committee to grant awards to the Company’s employees, employees of its affiliates, directors and certain third-party service providers.  The number of eligible participants in the Plan varies from year to year.

Administration

Under the terms of the Plan, the Plan Committee has full and exclusive discretionary power to:

·      interpret the terms and the intent of the Plan and any award agreement or other agreement or document ancillary to or in connection with the Plan;

·      determine eligibility for awards; and

·      adopt such rules, regulations, forms, instruments, and guidelines for administering the Plan as the Plan Committee may deem necessary or proper.

The Plan Committee’s authority includes, selecting award recipients, establishing all award terms and conditions, including the terms and conditions set forth in award agreements, granting awards as an alternative to or as the form of payment for grants or rights earned or due under compensation plans or arrangements of the Company, and, subject to terms of the Plan, adopting modifications and amendments to the Plan or any award agreement, including any that are necessary to comply with the laws of the countries and other jurisdictions in which the Company and/or its Affiliates operate.

The Plan Committee may delegate to one or more of its members or to one or more officers of the Company or its affiliates or to one or more agents or advisors such administrative duties or powers as it may deem advisable, and the Plan Committee, or any individuals to whom it has delegated duties or powers, may employ one or more individuals to render advice with respect to any responsibility the Plan Committee or such individuals may have under the Plan. The Plan Committee may authorize one or more officers of the Company to designate employees to be recipients of awards and determine the size of any such awards, subject to a limitation established by the Plan Committee.  However, the Plan Committee may not delegate such responsibilities to any such officer for awards granted to an employee that is an individual who is, on the relevant date, an officer, or director of the Company, or otherwise determined by the Board to be an “insider”.

Stock Options

Options to purchase shares of the Company’s Class B common stock may be granted to participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Plan Committee, in its sole discretion.  Options intended to meet the requirements of Code Section 422, referred to as incentive stock options, may be granted only to eligible employees of the Company or of any parent or subsidiary corporation (as permitted by Code Section 422).

The exercise price for each option is determined by the Plan Committee, provided that the exercise price must be:

·      based on 100% of the fair market value underlying shares on the date of grant,

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·                  set at a premium to the fair market value of the underlying shares on the date of grant, or

·                  indexed to the fair market value of the underlying shares on the date of grant; provided that the exercise price on the date of grant must be at least equal to 100% of the fair market value of the underlying shares on the date of grant.

The term of options generally cannot exceed 10 years.  However, with respect to options granted to participants outside the United States, the Plan Committee has the authority to grant options that have a term greater than 10 years.  Options are exercisable at such times and be subject to such restrictions and conditions as the Plan Committee approves.

Stock Appreciation Rights

Under the Plan, stock appreciation rights, or SARs, may be granted to participants at any time as determined by the Plan Committee.  The Plan Committee may grant freestanding SARs, tandem SARs, or any combination of these forms of SARs.  Subject to the terms and conditions of the Plan, the Plan Committee has complete discretion in determining the number of SARs granted to each participant and in determining the terms and conditions pertaining to such SARs. The grant price for each grant of a freestanding SAR is determined by the Plan Committee, provided that the grant price shall be:

·                  based on 100% of the fair market value of the underlying shares on the date of grant;

·                  set at a premium to the fair market value of the underlying shares on the date of grant; or

·                  indexed to the fair market value of the shares on the date of grant, provided that the grant price must be at least equal to 100% of the fair market value of the underlying shares on the date of grant.

The grant price of tandem SARs will be equal to the exercise price of the related option.

The term of an SAR is determined by the Plan Committee, in its sole discretion, but generally, the term of an SAR shall not exceed 10 years.  However, with respect to SARs granted to participants outside the United States, the Plan Committee has the authority to grant SARs that have a term greater than 10 years.

Restricted Stock and Restricted Stock Units

Subject to the terms and provisions of the Plan, the Plan Committee at any time may grant awards as restricted stock and/or restricted stock units.

The Plan Committee may impose such conditions or restrictions on any shares of restricted stock or restricted stock units granted pursuant to the Plan as it may deem advisable including, without limitation, a requirement that participants pay a stipulated purchase price for each share of restricted stock or each restricted stock unit, restrictions based upon the achievement of specific performance goals, time-based restrictions on vesting following the attainment of the performance goals, time-based restrictions, or restrictions under applicable laws or under the requirements of any stock exchange or market upon which such shares are listed or traded, or holding requirements or sale restrictions placed on the shares by the Company upon vesting of such restricted stock or restricted stock units.

Unless otherwise determined by the Plan Committee, to the extent permitted or required by law, participants holding shares of restricted stock granted under the Plan may be granted the right to exercise full voting rights with respect to those shares during the restriction period.  A participant has no voting rights with respect to any restricted stock units granted.

Performance Units/Performance Shares

Subject to the terms and provisions of the Plan, the Plan Committee may grant performance units or performance shares to participants in such amounts and upon such terms as the Plan Committee determines.  Each performance unit shall have an initial value that is established by the Plan Committee at the time of grant and each performance share shall have an initial value equal to the fair market value of the underlying common stock on the date of grant.  In connection with the grant of performance units or performance shares, the Plan Committee will set performance goals in its discretion which, depending on the extent to which such goals are met, will determine the value or number of performance units or performance shares paid to the participant.

The form and timing of payment of earned performance units and performance shares shall be determined by the Plan Committee.  The Committee, in its sole discretion, may pay earned performance units and performance shares in the form of cash or in shares (or in a combination thereof) equal to the value of the earned performance units or

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performance shares, as applicable, at the close of the performance period.  Any shares may be granted subject to restrictions deemed appropriate by the Plan Committee.

Cash-Based Awards and Other Stock-Based Awards

Subject to the terms and provisions of the Plan, the Plan Committee may grant cash-based awards to participants in such amounts and upon such terms as the Plan Committee determines, including the achievement of specific performance goals. The Plan Committee may also grant other types of equity-based or equity-related awards not otherwise described by the terms of the Plan (including the grant or offer for sale of unrestricted shares of Class B Common Stock) in such amounts and subject to such terms and conditions, as the Plan Committee shall determine.  Such awards may involve the transfer of actual shares to participants, or payment in cash or otherwise of amounts based on the value of shares, and may include, without limitation, awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.

Each cash-based award shall specify a payment amount or payment range as determined by the Plan Committee.  Each stock-based award shall be expressed in terms of shares or units based on shares, as determined by the Plan Committee.  The Plan Committee may establish performance goals with respect to such awards in its discretion.  If the Committee exercises its discretion to establish performance goals, the number or value of cash-based awards or other stock-based awards that will be paid out to the participant will depend on the extent to which the performance goals are met.  Payment, if any, with respect to a cash-based award or a stock-based award shall be made, in cash or shares, in accordance with the terms the Plan Committee determines.

Performance Measures

Unless and until the Plan Committee proposes for stockholder vote and the stockholders approve a change in the general performance measures set forth in the Plan, the performance goals upon which the payment or vesting of an award that is intended to satisfy the requirements of Code Section 162(m) for certain performance-based compensation paid to covered employees, referred to as performance-based compensation, shall be limited to the following performance measures:

·                  Net earnings or net income (before or after taxes);

·                  Earnings per share;

·                  Net sales or revenue growth;

·                  Net operating profit;

·                  Return measures (including, but not limited to, return on assets, capital, invested capital, equity, revenue, or sales);

·                  Cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on equity);

·                  Earnings before or after taxes, interest, depreciation, and/or amortization;

·                  Gross or operating margins;

·                  Productivity ratios;

·                  Share price (including, but not limited to, growth measures and total stockholder return);

·                  Expense targets;

·                  Margins;

·                  Operating efficiency;

·                  Market share;

·                  Customer satisfaction; and

·                  Balance sheet and statement of cash flow measures (including but not limited to, working capital amounts and levels of short and long-term debt).

Any performance measure may be used to measure the performance of the Company and/or its affiliates as a whole or any business unit of the Company and/or its affiliates or any combination thereof, for one performance period or

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averaged over time, as the Plan Committee may deem appropriate, or any of the above performance measures as compared to the performance of a group of comparator companies, or published or special index that the Plan Committee, in its sole discretion, deems appropriate, and, may, but need not be, based on a change or an increase or positive result.  The Plan Committee also has the authority to provide for accelerated vesting of any award based on the achievement of performance goals pursuant to the performance measures specified above or such other factors as the Plan Committee shall determine.

The Plan Committee may provide in any award of performance-based compensation that any evaluation of performance may include or exclude any of the following items: asset write-downs, litigation or claim judgments or settlements, the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results, any reorganization and restructuring programs, extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 (or any successor provision) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year, acquisitions or divestitures, foreign exchange gains and losses, and extraordinary items.  The Plan Committee may also provide in any such award that the Company’s effective income tax rate taken into account for purposes of a performance measure be based on a rolling average over more than one taxing period, or that foreign exchange gains and losses will be measured based on a predetermined foreign exchange rate established when the award is granted.  To the extent such inclusions or exclusions affect awards to covered employees, they shall be prescribed in a form that meets the requirements of Code Section 162(m) for deductibility.

Awards that are intended to qualify as performance-based compensation may not be adjusted upward.  The Plan Committee retains the discretion to adjust such awards downward, either on a formula or discretionary basis or any combination, as the Plan Committee determines.

In the event that applicable tax and/or securities laws change to permit Plan Committee discretion to alter the governing performance measures without obtaining stockholder approval of such changes, the Plan Committee shall have sole discretion to make such changes without obtaining stockholder approval. In addition, in the event that the Plan Committee determines that it is advisable to grant performance-based awards that are not intended to qualify as performance-based compensation, the Plan Committee may make such grants without satisfying the requirements of Code Section 162(m) and base vesting on performance measures other than those set forth above.

Covered Employee Annual Incentive Award

The Plan Committee may designate covered employees who are eligible to receive a monetary payment in any plan year based on a percentage of an incentive pool determined by reference to one or more performance measures described above.  The Plan Committee shall allocate an incentive pool percentage to each designated covered employee for each plan year, provided the sum of the incentive pool percentages for all covered employees cannot exceed 100% of the total pool.  As soon as possible after the determination of the incentive pool for a plan year, the Plan Committee will calculate each covered employee’s allocated portion of the incentive pool based upon the percentage established at the beginning of the plan year.  Each covered employee’s incentive award is determined by the Plan Committee based on the covered employee’s allocated portion of the incentive pool subject to adjustment in the sole discretion of the Plan Committee.  In no event may the portion of the incentive pool allocated to a covered employee be increased in any way, including as a result of the reduction of any other covered employee’s allocated portion. The Plan Committee retains the discretion to adjust such awards downward.

Change in Control

Unless otherwise determined by the Plan Committee in connection with the grant of an award, upon a change in control, all then-outstanding options and SARs shall become fully vested and exercisable, and all other then-outstanding awards that are service vesting awards shall vest in full and be free of restrictions, except to the extent that another award meeting the requirements as a replacement award described below is provided to the participant to replace such award.  The treatment of any other awards is as determined by the Plan Committee and reflected in the applicable award agreement.

An award meets the requirements as a replacement award) if:

·                  it has a value at least equal to the value of the replaced award;

·                  it relates to publicly traded equity securities of the Company or its successor in the change in control transaction or another entity that is affiliated with the Company or its successor following the change in control; and

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·                  its other terms and conditions are not less favorable to the participant than the terms and conditions of the replaced award (including the provisions that would apply in the event of a subsequent change in control).

The replacement award may take the form of a continuation of the replaced award if the requirements set forth above are satisfied.  The determination of whether the conditions of a replacement award are satisfied is made by the Plan Committee, as constituted immediately before the change in control, in its sole discretion.

Unless otherwise specified in the award agreement, upon a termination of employment or termination of directorship of a participant occurring in connection with or during the period of 2 years after a change in control, other than for “cause”, all replacement awards held by the participant shall become fully vested and (if applicable) exercisable and free of restrictions.  All options and SARs held by the participant immediately before the termination of employment or termination of directorship that the participant held as of the date of the change in control or that constitute replacement awards shall remain exercisable for not less than 1 year following such termination or until the expiration of the stated term of such option or SAR, if shorter, unless otherwise specified in the applicable award agreement.

For purposes of the Plan, “change in control” means the occurrence of any of the following events:

·                  The acquisition or holding by any person of beneficial ownership of combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of a majority of the Board, referred to as outstanding Company voting securities, in excess of the outstanding Company voting securities held by the voting trust; provided, that any such acquisition or holding by any of the following entities shall not by itself constitute a change in control: (i) a person who on the effective date is the beneficial owner of 20% or more of the outstanding Company voting securities, (ii) the Company or any of its subsidiaries, or (iii) any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries;

·                  Individuals who constitute the Board as of the effective date of the Plan, referred to as the incumbent board, cease for any reason to constitute at least a majority of the Board, provided that any individual becoming a director subsequent to the effective date whose election, or nomination for election by the Company’s stockholders, was approved by the Nominating Committee and/or the subcommittees of such Nominating Committee in accordance with the Company’s certificate of incorporation and bylaws shall be considered as though such individual were a member of the incumbent board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election or removal of the directors of the Company or other actual or threatened solicitation of proxies of consents by or on behalf of a person other than the board;

·                  Consummation of a reorganization, merger, or consolidation to which the Company is a party or a sale or other disposition of all or substantially all of the assets of the Company, referred to as a business combination, in each case unless, following such business combination: (i) the voting trust continues to hold, directly or indirectly, more than 50% of the outstanding Company voting securities of the Company or a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more direct or indirect subsidiaries, the Company or such other entity resulting from business combination is referred to as the successor entity; and (ii) at least a majority of the members of the board of directors of the successor entity were members of the incumbent board at the time of the execution of the initial agreement or of the action of the Board providing for such business combination; or

·                  Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

For purposes of a change in control “voting trust” means the voting trust established under the Class A Common Stock Molson Coors Brewing Company Voting Trust Agreement (as referred to in the Combination Agreement dated as of July 21, 2004, by and among the Company, Coors Canada Inc. and Molson Inc).

Transferability of Awards

Except as otherwise provided in the Plan or a particular award agreement, a participant’s awards may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated other than by will or the laws of descent and distribution.  During the participant’s lifetime, only the participant may exercise any rights under an award.

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Duration of the Plan

Unless sooner terminated in accordance with its terms, the Plan shall terminate 10 years from the effective date.  After the Plan is terminated, no awards may be granted under the Plan, but awards previously granted shall remain outstanding in accordance with their applicable terms and conditions and the Plan’s terms and conditions.

Amendment, Modification, Suspension, and Termination

Subject to the terms of the Plan, the Plan Committee may, at any time and from time to time, alter, amend, modify, suspend, or terminate the Plan and any award agreement in whole or in part; provided, however, that, without the prior approval of the Company’s stockholders and except as provided under the Plan, options or SARs issued under the Plan will not be repriced, replaced, or regranted through cancellation, or cash out, or by lowering the exercise price of a previously granted option or the grant price of a previously granted SAR, and no amendment of the Plan shall be made without stockholder approval if stockholder approval is required by law, regulation, or stock exchange rule; including, but not limited to, the Exchange Act, the Code, and, if applicable, the New York Stock Exchange Listed Company Manual/the Nasdaq issuer rules.

The Plan Committee may make adjustments in the terms and conditions of, and the criteria included in, awards in recognition of unusual or nonrecurring events affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Plan Committee determines that such adjustments are appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.  With respect to an option or SAR, any such substitutions or adjustments shall not be made if it would cause such option or SAR to be treated as deferred compensation subject to taxes and penalties under Section 409A of the Code.

Description of Certain Federal Income Tax Consequences under the Plan

The following discussion summarizes the certain Federal income tax consequences of the Plan based on current provisions of the Code, which are subject to change. This summary is not intended to be exhaustive and does not address all matters which may be relevant to a particular participant based on his or her specific circumstances. The summary expressly does not discuss the income tax laws of any state, municipality, or non-U.S. taxing jurisdiction, or the gift, estate, excise (including the rules applicable to deferred compensation under Code Section 409A or golden parachute excise taxes under Code Section 4999), or other tax laws other than federal income tax law.  The following is not intended or written to be used, and cannot be used, for the purposes of avoiding taxpayer penalties.  Because individual circumstances may vary, the Company advises all participants to consult their own tax advisors concerning the tax implications of awards granted under the Plan.

A recipient of a stock option or stock appreciation right will not have taxable income upon the grant of the stock option or stock appreciation right.  For stock options that are not incentive stock options and for stock appreciation rights, the participant will recognize ordinary income upon exercise in an amount equal to the value of any cash received, plus the difference between the fair market value of the freely transferable and non-forfeitable shares on the date of exercise and the exercise price. Any gain or loss recognized upon any later disposition of the shares generally will be a long-term or short-term capital gain or loss.

The acquisition of shares upon exercise of an incentive stock option will not result in any taxable income to the participant, except, possibly, for purposes of the alternative minimum tax.  The gain or loss recognized by the participant on a later sale or other disposition of such shares will either be long-term capital gain or loss or ordinary income, depending upon whether the participant holds the shares for the legally-required period (currently two years from the date of grant and one year from the date of exercise). If the shares are not held for the legally-required period, the participant will recognize ordinary income equal to the lesser of (i) the difference between the fair market value of the shares on the date of exercise and the exercise price, or (ii) the difference between the sales price and the exercise price.

Generally, the Company can claim a Federal income tax deduction equal to the amount recognized as ordinary income by a participant in connection with the exercise of a atock option or stock appreciation right, but not relating to a participant’s capital gains.  Accordingly, the Company will not be entitled to any tax deduction with respect to an incentive stock option if the participant holds the shares for the legally-required period.  If the participant is employed by a non-consolidated subsidiary or affiliate of the Company, that employer, and not the Company, will be entitled to the deduction.

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When payment is made to a participant in respect of earned performance shares granted under the Plan, the participant will have taxable ordinary income in an amount equal to the amount of cash and the fair market value of any shares of stock that the participant receives in payment on such award.  The Company (or the unconsolidated subsidiary or affiliate employing the participant will receive a Federal income tax deduction in an amount equal to the amount the participant includes in income.

Unless a participant makes the election described below, a grant of restricted stock will not result in taxable income to the participant or a deduction to the Company (or the unconsolidated subsidiary or affiliate employing the participant) in the year of grant.  The value of such restricted stock will be taxable to a participant as ordinary income in the year in which the restrictions lapse.  Alternatively, a participant may elect to treat as income in the year of grant the fair market value of the restricted stock on the date of grant, provided the participant makes the election within 30 days after the date of such grant.  If such an election were made, the participant would not be allowed to deduct at a later date the amount included as taxable income if the participant should forfeit the shares of restricted stock.  The amount of ordinary income recognized by a participant is deductible by the Company (or the unconsolidated subsidiary or affiliate employing the participant) in the year such income is recognized by the participant, provided such amount constitutes reasonable compensation to the participant.  If the election described above is not made, then prior to the lapse of restrictions, dividends paid on the shares subject to such restrictions will be taxable to the participant as additional compensation in the year received, and the Company (or the unconsolidated subsidiary or affiliate employing the participant) will be allowed a corresponding deduction.

Generally, when a participant receives payment with respect to earned performance units or restricted stock units, the amount of cash and the fair market value of the shares received will be ordinary income to such participant, and the Company (or the unconsolidated subsidiary or affiliate employing the participant) will be allowed a corresponding deduction for Federal income tax purposes.

Generally, when a participant receives payment with respect to dividend equivalents, the amount of cash and the fair market value of any shares received will be ordinary income to such participant. The Company (or the unconsolidated subsidiary or affiliate employing the participant) will be entitled to a Federal income tax deduction in an amount equal to the amount the participant includes in income.

If the participant is an employee or former employee, the amount the participant recognizes as ordinary income in connection with an award (other than an incentive stock option) is subject to tax withholding.

Code Section 162(m) limited the Federal income tax deductibility of compensation paid to the Company’s chief executive officer and any of the three other most highly compensated executive officers employed by the Company (other than the chief financial officer) serving on the last day of the fiscal year and listed as “named executive officers” in the proxy statement.  The limit is generally $1 million.  Compensation that qualifies as performance-based compensation is excluded from the $1 million deductibility cap of Code Section 162(m) and therefore remains fully deductible by the Company.  Under the Plan, stock options and stock appreciation rights granted with an exercise price at least equal to 100% of the fair market value of the underlying stock at the date of grant, covered employee annual incentive awards, performance units, performance-based restricted stock units, and certain other awards which are conditioned upon achievement of pre-established performance goals granted to Company employees whom the Plan Committee expects to be covered employees at the time the compensation is received, are intended to qualify as such performance-based compensation.  Generally, time-vested awards under the Plan, such as restricted stock and time-vested restricted stock units, generally will not so qualify, so that compensation paid to covered employees in connection with such awards, to the extent it and other compensation subject to Code Section 162(m)’s deductibility cap exceed $1 million in a given year, may not be deductible by the Company.  A number of requirements must be met in order for particular compensation to qualify as performance-based, including a requirement that the performance measures used to measure performance must be approved by the Company’s stockholders.  Accordingly, the Company is seeking stockholder approval of the amendment and restatement of the Plan to permit awards to comply with Section 162(m)’s requirements for performance-based compensation.  However, there can be no assurance that such compensation under the Plan will be fully deductible under all circumstances.

Any award that is deemed to be a deferral arrangement (excluding certain exempted short-term deferrals), will be subject to Code Section 409A.  Generally, Code Section 409A imposes accelerated inclusion in income and tax penalties on the recipient of deferred compensation that does not satisfy the requirements of Code Section 409A.  Generally, options, stock appreciation rights and restricted stock granted under the Plan will be exempt from Code Section 409A.  Awards other than options, stock appreciation rights and restricted stock that result in a transfer to the participant of cash or shares or other property generally are intended to be structured under the Plan to meet applicable requirements under Code Section 409A.  Certain participant elections and the timing of distributions relating to such

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awards must also meet requirements under Code Section 409A in order for income taxation to be deferred and tax penalties avoided by the participant upon vesting of the award.  There is no assurance that such requirements will be met under all circumstances.

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides information as of December 26, 2009 with respect to the shares of Class B common stock that may be issued to our employees and directors under our existing equity compensation plans.  All outstanding awards shown in the table below relate to our Class B common stock.

(1)          We may issue securities under our equity compensation plan in forms other than options, warrants or rights.

As of December 26, 2009, there were 3.6 million restricted stock units outstanding.  These restricted shares, along with common stock convertible equivalent units, accrue dividends which will be convertible into Class B common stock at the end of three years.

On March 15, 2010, the Board of Directors approved, subject to stockholder approval, the following awards under the Plan.

New Plan Benefits

Molson Coors Brewing Company Incentive Compensation Plan

On March 15, 2010, the Board approved grants to Mr. Swinburn (288,443 units, $3,850,000 value) and Mr. Coors (149,841 units, $2,000,000 value).  The grants to Messrs. Swinburn and Coors were made out of shares currently available under the Plan and are not subject to subsequent stockholder approval.

The Board of Directors unanimously recommends a vote FOR the amendment and restatement of the Company’s Incentive Compensation Plan, and proxies that are returned will be so voted unless otherwise instructed.

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BENEFICIAL OWNERSHIP

The following table contains information about the beneficial ownership of our capital stock as of April 5, 2010 (unless otherwise noted), for each of our current directors and director nominees, each of our named executive officers, all directors and executive officers as a group and each stockholder known by us to own beneficially more than 5% of any class of our voting common stock. Unless otherwise indicated, and subject to any interests of the reporting person’s spouse, the person or persons named in the table have sole voting and investment power, based on information furnished by such reporting persons. Shares of common stock subject to options or other rights currently exercisable or exercisable within 60 days following the date of the table are deemed outstanding for computing the share ownership and percentage of the person holding such options or rights, but are not deemed outstanding for computing the percentage of any other person. All share numbers and ownership percentage calculations below assume that all Class A exchangeable shares and Class B exchangeable shares have been converted on a one-for-one basis into corresponding shares of Class A common stock and Class B common stock.

*        Denotes less than 1%

(1)     Except as set forth above and based solely upon reports of beneficial ownership required to be filed with the SEC pursuant to Rule 13d-1 under the Securities and Exchange Act of 1934, we do not believe that any other person beneficially owned, as of April 5, 2010, greater than 5% of our outstanding Class A common stock or Class B common stock.

(2)     Includes Restricted Stock Units (RSUs) held by retirement-eligible executives (Messrs. Coors and Swinburn) or which vest within 60 days following April 5, 2010 (60-day RSUs), Deferred Stock Units (DSUs) held by directors, and shares underlying currently exerciseable options/stock appreciation rights (Current Options) and options/stock appreciation rights exercisable within 60 days following April 5, 2010 (60-day Options), where applicable.

(3)     Class A shares (or shares directly exchangeable for Class A shares) include beneficial ownership of 1,857,476 shares owned by Pentland Securities (1981) Inc. (Pentland), 667,058 shares owned by 4280661 Canada Inc. (4280661), and 2,520,000 shares

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owned by Adolph Coors Company LLC (ACC), as Trustee of the Adolph Coors Jr. Trust, all due to shared voting power resulting from a Voting Agreement between Pentland, 4280661and the Adolph Coors, Jr. Trust. Pursuant to the Voting Agreement, the parties agreed that the Class A shares (and shares directly exchangeable for Class A shares) are to be voted in accordance with the voting provisions of certain Voting Trust Agreements.  Pentland is the sole owner of 4280661.

The address for each of the Adolph Coors, Jr. Trust and Adolph Coors Company LLC is: 2120 Carey Avenue, Suite 412, Cheyenne, Wyoming 82001.

The address for each of Pentland and 4280661 Canada Inc. is 335 8th Avenue S.W., 3rd Floor, Calgary, Alberta, Canada T2P 1C9.

(4)     This number Includes beneficial ownership of 5,830,000 Class B shares directly owned by ACC as Trustee directly on behalf of  the Adolph Coors Jr. Trust, and 15,615,988 Class B shares owned by ACC on its own behalf and as Trustee of other Coors family trusts as described below. Peter H. Coors and Melissa Coors Osborn each disclaim beneficial ownership of the shares beneficially held by ACC.

ACC is a Wyoming limited liability company (i) whose members consist of various Coors family trusts including the Adolph Coors, Jr. Trust, the May Kistler Coors Trust, the Grover C. Coors Trust, the Augusta Coors Collbran Trust, the Bertha Coors Munroe Trust B, the Herman F. Coors Trust and the Louise Coors Porter Trust; (ii) which serves as trustee of such Coors family trusts in addition to the Janet Helen Coors Irrevocable Trust FBO Joseph J. Ferrin, the Janet Helen Coors Irrevocable Trust FBO Frances M. Baker and the Janet Helen Coors Irrevocable Trust FBO Frank E. Ferrin; and (iii) whose Board of Directors consists of various Coors family members, including Peter H. Coors, Christien Coors Ficeli and Melissa Coors Osborn. The members of ACC, by and through ACC’s Board of Directors, have dispositive power over these shares. Members of ACC’s Board of Directors have dispositive power over these shares as a result of their role as Directors of ACC, as trustee of such Coors family trusts, to the extent of such Coors family trusts’ dispositive rights, but each of these Directors disclaims beneficial ownership of the shares owned by ACC on behalf of the respective trusts except to the extent of his or her pecuniary interest therein.

(5)     This number includes 3,449,600 Class B shares (or shares exchangeable for Class B shares) directly owned by Pentland. Of the shares exchangeable for Class B shares, 700,000 shares are pledged as collateral under an OTC forward contract with an unaffiliated third party buyer as part of a monetization transaction, due to settle on December 8, 2014, at the option of Pentland, in cash or 700,000 shares of Class B exchangeable shares, or Class B shares exchanged for the Class B exchangeable shares.

(6)     Mr. Coors’ holdings do not include 2,520,000 Class A shares owned by ACC as described in the table above, and Mr. Coors disclaims beneficial ownership of these shares. His Class B holdings include 21,980,188 Class B shares owned by ACC, although Mr. Coors disclaims beneficial ownership of these shares. Mr. Coors is a director and executive officer of ACC. The SEC does not require disclosure of these shares. This number also includes 1,064 shares held in the name of Mr. Coors’ wife, as to which he disclaims beneficial ownership; 1,543,098 Current Options, 85,256 60-Day Options, 52,310 60-day RSUs, 393 unvested RSUs, and 130,000 shares held indirectly by Marilyn E. Coors, as Trustee of the Peter H. Coors Grantor Retained Annuity Trust. If Mr. Coors were to be attributed beneficial ownership of the Class A shares held by ACC, he would beneficially own 43.8% of the Class A common stock.

(7)     Ms. Coors Ficeli’s holdings do not include 2,520,000 Class A shares, nor 21,980,188 Class B shares owned by ACC as described in the table above, and as to all of which Ms. Coors Ficeli disclaims beneficial ownership. Ms. Coors Ficeli is a director of ACC. The SEC does not require disclosure of these shares. This number includes 7,800 Current Options and 476 60-day RSUs. If Ms. Coors Ficeli were to be attributed beneficial ownership of the shares held by ACC, she would beneficially own 43.8% of the Class A common stock and 12.2% of the Class B common stock.

(8)     Ms. Coors Osborn’s holdings do not include 2,520,000 Class A shares, nor 21,980,188 Class B shares owned by ACC as described in the table above, and as to all of which Ms. Coors Osborn disclaims beneficial ownership. Ms. Coors Osborn is a director of ACC. The SEC does not require disclosure of these shares. This number includes Current Options to purchase 7,400 Class B shares and 618 60-day RSUs. If Ms. Coors Osborn were to be attributed beneficial ownership of the shares held by ACC, she would beneficially own 43.8% of the Class A common stock and 12.1% of the Class B common stock.

(9)     This number includes 3,449,600 Class B shares (or shares exchangeable for Class B shares) directly owned by Pentland. Lincolnshire Holdings Limited (Lincolnshire) owns 64% of Pentland, and Eric Molson is the sole owner of Lincolnshire, so this number also includes 71,280 shares directly exchangeable for Class B shares directly owned by Lincolnshire and 883,234 shares directly exchangeable for Class B shares directly owned by 4198832 Canada Inc. (4198832) (of which Lincolnshire holds 100% of the voting shares).  Of the shares directly owned by Pentland, please see footnote (5) above concerning Pentland’s pledge of shares.  Of the shares directly owned by 4198832: (a) 400,000 shares are pledged as collateral under an OTC forward contract with an unaffiliated third party buyer as part of a monetization transaction, due to settle on December 9, 2013, at the option of 4198832, in cash or 400,000 shares of Class B exchangeable shares, or Class B shares exchanged for the Class B exchangeable shares; and (b) 400,000 shares are pledged as collateral under an OTC forward contract with an unaffiliated third party buyer as part of a monetization transaction, due to settle on September 4, 2015, at the option of 4198832, in cash or 400,000 shares of Class B exchangeable shares, or Class B shares exchanged for the Class B exchangeable shares.

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The address for each of Lincolnshire Holdings Limited and 4198832 is 335 8th Avenue S.W., 3rd Floor, Calgary, Alberta, Canada, T2P 1C9.

(10)   Mr. Molson’s Class A holdings include 1,857,476 Class A shares (or shares directly exchangeable for Class A shares) owned by Pentland as described in the table above, and 667,058 Class A shares (or shares directly exchangeable for Class A shares) owned by 667,058 (which is wholly owned by Pentland).  Mr. Molson is the President of Pentland.  Mr. Molson’s Class B holdings include 2,160 60-day RSUs, 3,000 shares directly held by Molbros AT Inc., and 3,449,600 Class B shares (or shares exchangeable for Class B shares) directly owned by Pentland.  These shares are included as a result of arrangements under the Amended and Restated Stockholders Agreement dated as of February 9, 2005, between Lincolnshire Holdings Limited, Nooya Investments Limited, Pentland, 4280661 Canada Inc., Eric Molson and Stephen Molson, with respect to the securities held by, and governance of, Pentland. The address for Mr. Molson is c/o Res Publica Consulting Group, 2001 McGill College Avenue, Suite 800, Montréal, Québec H3A 1G1.

(11)   Mr. Molson’s Class A holdings include 372 shares indirectly held in a retirement savings plan.  His Class B holdings include 1,890 shares indirectly held in a retirement savings plan, 32,016 Current Options, and 2,160 60-day RSUs.

(12)   This information is derived exclusively from Amendment No. 7 to Schedule 13G filed jointly by FMR LLC and affiliated entities (Fidelity Management & Research Company, Edward C. Johnson 3d, Pyramis Global Advisors, LLC, Pyramis Global Advisors Trust Company and FIL Limited) with the U.S. Securities and Exchange Commission on February 16, 2010 reporting on beneficial ownership as of December 31, 2009. Addresses for the FMR entities are: FMR LLC and Fidelity Management & Research Company: 82 Devonshire Street, Boston, Massachusetts 02109; Pyramis Global Advisors, LLC and Pyramis Global Advisors Trust Company: 90 Salem Street, Smithfield, Rhode Island 02917; FIL Limited: Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda.

(13)   This information is derived exclusively from Amendment No. 2 to Schedule 13G filed by Capital Research Global Investors with the U.S. Securities and Exchange Commission on February 10, 2010 reporting on beneficial ownership as of December 31, 2009. The address for Capital Research Global Investors is 333 South Hope Street, Los Angeles, CA 90071.

(14)   Includes 40,084 Current Options, 21,845 60-day Options and 1,068 60-day RSUs.

(15)   Includes 60,973 Current Options, 26,633 60-day Options and 1,068 60-day RSUs.

(16)   Includes 100,644 Current Options, 37,333 60-day Options and 4,704 60-day RSUs.

(17)   Includes 172,208 Current Options, 30,338 60-day Options, 29,980 60-day RSUs and 4,704 unvested RSUs.

(18)   Includes 814 Current Options, 6,161 DSUs and 2,162 60-day RSUs.

(19)   Includes 3,084 DSUs and 2,162 60-day RSUs.

(20)   Includes 2,880 Current Options, 5,804 DSUs and 2,162 60-day RSUs.

(21)   Includes 8,500 Current Options, 5,864 DSUs and 2,162 60-day RSUs.

(22)   Includes 10,000 Current Options, 6,245 DSUs and 2,162 60-day RSUs.

(23)   Includes 5,760 Current Options, 6,161 DSUs and 2,162 60-day RSUs.

(24)   Includes 6,336 Current Options, 8,565 DSUs and 2,162 60-day RSUs.

(25)   Includes the Director and Chairman Emeritus.

(26)   Includes RSUs for Messrs. Coors and Swinburn, all 60-day RSUs, all DSUs, all Current Options and 60-day Options, referenced in the footnotes above, and for all executive officers not presented in the table, as if all such RSUs had vested, and all Current Options and 60-day Options had been exercised, and as if all resulting shares were voted as a group.

MANAGEMENT

Executive Officers

The following persons, as of April 5, 2010, hold the executive officer positions at Molson Coors set forth opposite their names:

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This section of the proxy statement explains how our executive compensation programs are designed and operate with respect to our Named Executive Officers (or NEOs) which includes our CEO, CFO, and three other most highly compensated executive officers for 2009.  The “Executive Compensation” section of this proxy statement presents compensation earned by our NEOs in 2009, 2008, and 2007.

Introduction

We have segregated the information in this section into the following four categories.

·                  Information under the caption “Global Total Rewards Strategy” describes  the strategic principles of our compensation program;

·                  Information under the caption “Determining Compensation” describes the practices we use to ensure our compensation program remains aligned with our strategy;

·                  Under the caption “Compensation Program Elements” we provide information regarding the key elements of our compensation program and key changes that were made to our program for 2009;

·                  Information under the caption “2009 Awards by Named Executive Officer” provides an analysis of base salary, annual and long-term incentive compensation awards provided to each NEO during 2009.

Global Total Rewards Strategy

We are focused on driving continued growth as a global brewer by a utilizing global total reward program that attracts, motivates and retains top talent. Our executive compensation program constitutes a significant portion of our global total rewards program and is based on the following principles:

·                  Our compensation program will be competitive within our peer group, enabling us to attract and retain top talent in the countries in which we do business.

·                  We are committed to a ‘pay-for-performance’ philosophy, and compensate executives primarily on the basis of the Company’s financial and business performance, but also differentiate between employees based on their individual performance and contribution to our achievement against performance objectives.

·                  We create incentives to grow the Company and build our presence in the global brewing marketplace.

·                  We have a common approach to setting base salaries, annual incentive opportunities and long-term incentive grant values for our NEOs and other top executives, but set benefits and perquisites on the basis of home country practice and law.

·                  We seek internal equity in salary and incentives across global locales to encourage cross-border mobility within our workforce.

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The Compensation Committee of the Board of Directors reviews these principles regularly to ensure that they continue to support our global growth and other business objectives. The Committee regularly evaluates our compensation program performance criteria and targets to assure they do not provide an incentive for executives to take excessive or unnecessary risks. Incentive plan metrics are reviewed against Board-approved business and financial plans.  Incentive plans include pre-determined maximum payout limits or caps.  Our objective is for all executive compensation arrangements to be consistent with competitive practice.

Executive Officer Compensation within the Global Total Rewards Strategy

Our NEOs are paid a base salary and have opportunities to earn annual and long-term incentives based on performance.  They also participate in retirement and welfare benefit arrangements on the same basis as other employees, have the opportunity to accumulate supplemental retirement income through plans set up in the regions in which we operate, and receive certain perquisites.  Within the global total rewards strategy, the percentage of at-risk performance based pay increases with increased levels of responsibility. Consistent with the compensation structure at our peer companies, an NEO’s annual compensation is structured so that 20% to 30% is base salary with the remainder comprised of annual and long-term incentive compensation awards. Annual incentive and long-term awards are based on important financial measures and on the value of our common stock, which helps us drive and reward the performance of Molson Coors, our business units and our people. Individual performance is also a factor in setting compensation. This mix of fixed and variable, annual and long-term incentive compensation is designed to motivate and reward both short-term performance toward designated financial objectives and longer-term strategic performance to increase stockholder value. The long-term incentive compensation and retirement benefits also provide a basis for retention.

Determining Compensation

Compensation Roles and Responsibilities

To ensure consistent application of our ‘pay-for-performance’ philosophy, we draw on the perspectives of different groups in setting objectives, reviewing performance and determining rewards for our NEOs. The table below outlines their involvement.

Roles and Responsibilities

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Important Factors Affecting Compensation Decisions

Unique Position of Mr. Coors.  As Chairman of the Board of the Company, Executive Chairman of MillerCoors, Executive Chairman of Coors Brewing Company, and a well-recognized public representative of the Company with strong relationships with US distributors, Mr. Coors serves a unique role with the Company.  There are no direct peer comparisons for the role Mr. Coors plays at the Company. Effective May 14, 2009 the Board approved payment totaling $75,000 per year, in addition to standard board fees, to the incumbent serving as Chairman of the Board. However, because Mr. Coors is already drawing a salary for his service to the Company as Executive Chairman of Coors Brewing Company and, indirectly, as Executive Chairman of MillerCoors, he is not separately paid for his service as Chairman of Molson Coors Brewing Company.  The Compensation Committee recognizes that Mr. Coors, as a member of one of the two shareholding families with the largest interests in the Company, is motivated to stay with the Company whether or not he receives compensation designed for retention. Nevertheless the Compensation Committee exercises its insight and discretion in recommending an appropriate salary for Mr. Coors, and generally expects to recommend a salary below that of the CEO. For performance compensation, Mr. Coors’ short-term incentive compensation target is set at 80% of his base salary, and his long-term incentive target generally is set below that of the CEO.  MillerCoors is not involved in determining Mr. Coors’ compensation for his services as Executive Chairman of MillerCoors, but reimburses the Company for the full cost of his salary and annual bonus given that his primary focus is on the MillerCoors joint venture.

Recovery of Awards. We consider it unlikely that misconduct or mistake by the Company or its employees will result in a restatement of its financial statements.  As a result, the Compensation Committee does not have a written policy specifying the consequences with respect to past compensation payments or awards if such a restatement occurs.  Although the Compensation Committee has not adopted such a policy, we require participants in our long-term incentive awards program to agree that the awards will be forfeited and amounts received subject to recovery if the participant engages in conduct detrimental to us (such as working for a competitor, improper use or disclosure of our confidential information or conduct damaging to us).  In the event of a restatement of our financial statements, the Compensation Committee will develop an appropriate response in relation to past compensation payments or awards.

Tax and Accounting Considerations.  As a public company, we are not allowed a federal income tax deduction for compensation paid to certain of our NEOs in excess of $1 million during the year, except for performance-based compensation. The Compensation Committee reviews the requirements for performance based compensation and structures annual bonus and long-term incentive compensation to be eligible to qualify as performance based compensation. Nonetheless, the Compensation Committee believes its primary goal is to design a compensation program that encourages us to achieve our objectives. As a result, there have been and there likely will be additional circumstances where the Company pays compensation that is not fully deductible. The Compensation Committee intends all compensation paid in 2009 to be deductible.

The Compensation Committee also reviews all plans, programs and agreements developed to provide non-qualified deferred compensation and seeks to avoid the unintentional triggering of any excise taxes and other penalties on employees, including our NEOs.

The Compensation Committee also considers the effect of accounting treatment in determining appropriate forms of compensation.

Use of Market Benchmarking: Establishing Competitive Executive Compensation.  Each year, the Compensation Committee — and the Board, with respect to the CEO and Mr. Coors — review the competitiveness of our compensation program.  This analysis is completed using peer group and other industry benchmark data as appropriate to determine competitive levels for each of the elements of total direct compensation (base salary, annual incentive, long-term incentive) and in selected years perquisites and executive benefits.  Our US peer group for the period from 2005 through 2010 consisted of the group of 15 companies listed below.  Prior to 2010, we included Anheuser-Busch Companies and Wm. Wrigley Jr. Co.  These two companies were dropped from our analysis in 2010 due to their 2008 acquisition by third parties.

For our UK and Canadian NEOs, the Compensation Committee utilizes our US peer group, focusing on divisional data and companies with similar revenues to our business units and also uses as a secondary source industry data from Towers Perrin’s Canadian and UK Compensation Databases. Specifically, for the UK, the Compensation Committee uses Towers Perrin’s Consumer Products Peer Group, and for Canada we use Towers Perrin’s Food & Beverage, Consumer Products and Retail Peer Groups for our analysis.

While benchmark data is the primary tool used to assess the competitiveness of our compensation program, the Compensation Committee and Board use this information as a guideline in determining executive compensation.  Actual

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compensation awards are set with reference to this benchmark data but also take into account general industry data for comparable positions where appropriate. Factors such as the criticality of the role to the Company, individual performance and retention risk for the executive are also considered. For example, if there is an area where the Company is particularly in need of greater leadership and the compensation of the new, well-qualified executive in that area is low relative to the market, the organization may determine it best to provide an above market salary increase and LTIP award (greater than the other NEOs as a target percentage of base salary) to ensure retention of this executive. This may take place while other NEO awards are reduced based on their competitiveness relative to our peer and other industry benchmark data. In instances where performance variations exist between NEOs, the CEO, Compensation Committee or the Board as appropriate may use discretion in differentiating base salary increases, annual incentive and or LTIP awards to align the awards with our pay-for-performance philosophy.

Market Benchmarking Peer Group — US

Although the US peer group includes companies significantly larger and smaller (based on revenues and market capitalization) than the Company, we are between the 50th and 75th percentiles of revenues and market capitalization of the peer group.  All members of the US peer group are food and beverage companies that rely on discretionary consumer spending.  The Compensation Committee selected this peer group as representative of the companies most like us in the challenges they face and as competitors for talent.

The Compensation Committee (or the Board in the case of the CEO and Mr. Coors) established the following overall guidelines for benchmarking:

Competitive benchmark targets for each compensation element have been established based on benchmark requirements the Compensation Committee has deemed necessary to attract and retain the desired level of talent.  Base salary and LTI award targets are set at the 50th percentile based on the Compensation Committee’s belief that market median salary structure and LTI levels provide the level of awards and degree of flexibility required to attract and retain top talent.  At the same time, annual incentive (the Molson Coors Incentive Plan or MCIP) targets have been set at the 75th percentile to align our program with our pay-for-performance philosophy. While base salary is reviewed by position looking at peer benchmark and general industry data, LTI targets for the NEOs (other than the CEO and Mr. Coors) are reviewed as a group and a single target has been established for these individuals based on 50th percentile peer and other industry benchmark data.  While each of the elements of the program is reviewed individually to determine market competitiveness, the Compensation Committee also looks at the impact the individual compensation element targets have on total direct compensation (TDC).  The Compensation Committee’s objective relative to the outcome of the benchmarking process is to establish TDC between the 50th and 75th percentile overall.

Individual Performance and Subjective Criteria.  The CEO evaluates each NEO, basing his evaluation on goals set for the year and a self assessment completed by the NEO. This information is reviewed with the Compensation Committee, and the CEO and the Compensation Committee discuss and determine base salary, annual incentive and long-term incentive awards for the NEOs (other than Mr. Coors).  Their determinations take into account business performance, the NEO’s performance on individual and cumulative results objectives (CROs) which are objectives shared between the executive officers, performance relative to peers and compensation competitiveness based on the results of the benchmarking review.  The Compensation Committee sets the CROs to be challenging but not impossible

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to obtain.  The Company has determined not to disclose the CROs because such disclosure would result in competitive harm.  In addition to the assessment of performance against the goals established for the year, the Compensation Committee (and the Board with respect to the CEO and Mr. Coors), take into account subjective criteria such as each executive’s unique talents, criticality to the organization and retention risk when making a determination of an executive’s compensation.  The assessment of each NEO’s performance and the determination of compensation awards completed for each NEO individually also include a comparison of performance and compensation competitiveness among the members of the group.

Similarly, the CEO’s annual performance review is developed by the Board based on input received from the Directors, a self assessment received from the CEO and input received from Mr. Coors.  The Compensation Committee, based on this input, develops a preliminary review, which is completed and presented to the rest of the Board.  After consideration and discussion by the full Board, the evaluation is finalized and used by the Board in executive session to determine adjustments to the CEO’s base salary, annual incentive and equity awards.

Compensation Elements in Context.  The Compensation Committee assesses information about each element of the executive officer’s annual compensation, including current base salary, incentive compensation, benefits and perquisites.  The Compensation Committee also compares total direct compensation with that of our peer group of companies by position, using this information to assess the overall competitiveness of our compensation program and to determine whether sufficient retention and performance incentives are in place.  While current levels of compensation are a more significant factor in compensation decision making than the compensation accumulated by an executive officer over time, the Compensation Committee takes into account the effect changes in base salary have on annual and long-term incentive compensation by considering the impact this has on wealth accumulation over a three year period.  Additionally, the Compensation Committee considers the expense of compensation and benefit program in relation to our performance against budget, and overall financial performance.  Management provides the Compensation Committee information relating to the anticipated costs that will be incurred as a result of proposed compensation decisions and this information is a significant factor in the Compensation Committee’s program decisions.

Stock Ownership Guidelines

We have stock ownership guidelines for our senior officers, including the NEOs, because the Board believes it is important for the leadership team to have a meaningful stake in the Company to further align management’s interests with those of our stockholders. Under the guidelines, senior officers are to accumulate shares and share equivalents having a market value equal to a prescribed multiple of annual salary.  As of December 31, 2009, all of our NEOs satisfied our stock ownership guidelines, which are set forth below.

Safeguards Ensuring Independence of Compensation Consultant to the Compensation Committee

During 2009, the Company utilized Towers Perrin, a leading global professional services company, to advise the Compensation Committee and Board on the design and potential changes to the Company’s executive and director compensation policies. Towers Perrin also provided services other than executive compensation services to the Company in 2009.

·                  For Molson Coors overall, those fees amounted to approximately $253,000 which was spent primarily on our People Survey conducted for our broad base of employees.

·                  For Molson Coors Canada, Towers Perrin provided actuarial and health and welfare consulting services for which we paid approximately $1.3 million for the year.

The Compensation Committee reviewed the Company’s relationship with Towers Perrin, and there have been multiple safeguards in place internally within the Company and Towers Perrin to ensure the independent judgment of the Compensation Consultant to the Compensation Committee. Ultimately, the safeguards which have been put in place ensure the Compensation Consultant renders candid and direct advice independent of management’s influence.

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Safeguards Ensuring Compensation Committee Consultant’s Independence

Based on its review of the Towers Perrin relationship and the fees paid during 2009, as of February 1, 2010 the Compensation Committee has retained Pay Governance LLC to provide executive compensation guidance as its Compensation Consultant.  Pay Governance LLC employs the former Towers Perrin lead consultant who has been and will continue to serve as the independent advisor to the Compensation Committee.

Compensation Program Elements

A summary of the elements of our executive compensation program is provided in the table below.

Compensation Program Elements

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Long-Term Incentive Plan Components

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