MOLSON COORS BREWING CO (Form: 10-Q, Received: 11/07/2008 06:02:07)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q


ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended September 28, 2008
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .

Commission File Number: 1-14829

Molson Coors Brewing Company
(Exact name of registrant as specified in its charter)


DELAWARE (State or other jurisdiction of incorporation or organization)		84-0178360 (I.R.S. Employer Identification No.)
1225 17 ^th Street, Denver, Colorado, USA 1555 Notre Dame Street East, Montréal, Québec, Canada (Address of principal executive offices)		80202 H2L 2R5 (Zip Code)

303-279-6565 (Colorado)
514-521-1786 (Québec)
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer ý		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of October 24, 2008:

Class A Common Stock—2,622,780 shares
Class B Common Stock—156,303,300 shares

Exchangeable shares:

As of October 24, 2008, the following number of exchangeable shares was outstanding for Molson Coors Canada, Inc.:

Class A Exchangeable shares—3,313,807 shares
Class B Exchangeable shares—21,398,058 shares

These Class A and Class B exchangeable shares offer substantially the same economic and voting rights as the respective classes of common shares of the registrant. This is achieved via the following structure: The registrant has outstanding one share of special Class A voting stock, through which the holders of Class A exchangeable shares and Class B exchangeable shares of Molson Coors Canada Inc. (a subsidiary of the registrant), respectively, may exercise their voting rights with respect to the registrant. The special Class A and Class B voting stock are entitled to one vote for each of the exchangeable share classes, respectively, excluding shares held by the registrant or its subsidiaries, 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. 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.

Table of Contents

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

INDEX

		Page(s)

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Statements of Operations for the thirteen and thirty-nine weeks ended September 28, 2008 and September 30, 2007	3
	Condensed Consolidated Balance Sheets at September 28, 2008 and December 30, 2007	4
	Condensed Consolidated Statements of Cash Flows for the thirty-nine weeks ended September 28, 2008 and September 30, 2007	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	49
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	68
Item 4.	Controls and Procedures	71
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	73
Item 1A.	Risk Factors	73
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	79
Item 3.	Defaults Upon Senior Securities	79
Item 4.	Submission of Matters to a Vote of Security Holders	79
Item 5.	Other Information	79
Item 6.	Exhibits	80

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM I. FINANCIAL STATEMENTS

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN MILLIONS, EXCEPT PER SHARE DATA)

(UNAUDITED)

		Thirteen Weeks Ended						Thirty-Nine Weeks Ended

		September 28, 2008			September 30, 2007			September 28, 2008			September 30, 2007
Sales		$	1,373.8		$	2,257.2		$	5,549.5		$	6,152.5
Excise taxes			(452.7	)		(571.8	)		(1,514.3	)		(1,562.2	)

	Net sales		921.1			1,685.4			4,035.2			4,590.3
Cost of goods sold			(524.4	)		(987.3	)		(2,392.9	)		(2,724.4	)

	Gross profit		396.7			698.1			1,642.3			1,865.9
Marketing, general and administrative expenses			(236.8	)		(461.1	)		(1,136.6	)		(1,314.8	)
Special items, net			(24.8	)		(55.3	)		(136.1	)		(88.9	)
Equity income in MillerCoors			106.5			—			106.5			—

	Operating income		241.6			181.7			476.1			462.2
Interest expense, net			(21.6	)		(24.2	)		(68.6	)		(75.5	)
Debt extinguishment costs			—			(24.5	)		(12.4	)		(24.5	)
Other income, net			7.7			1.9			6.4			18.1

	Income from continuing operations before income taxes and minority interests		227.7			134.9			401.5			380.3
Income tax (expense) benefit			(57.0	)		5.7			(80.5	)		(28.0	)

	Income from continuing operations before minority interests		170.7			140.6			321.0			352.3
Minority interests in net income of consolidated entities			(0.7	)		(5.5	)		(11.6	)		(13.6	)

	Income from continuing operations		170.0			135.1			309.4			338.7
Gain (loss) from discontinued operations, net of tax			3.2			(0.4	)		(18.1	)		(14.7	)

	Net income	$	173.2		$	134.7		$	291.3		$	324.0

Basic income (loss) per share:
	From continuing operations	$	0.93		$	0.75		$	1.70		$	1.90
	From discontinued operations		0.02			—			(0.10	)		(0.08	)

Basic net income per share		$	0.95		$	0.75		$	1.60		$	1.82

Diluted income (loss) per share:
	From continuing operations	$	0.92		$	0.74		$	1.67		$	1.87
	From discontinued operations		0.02			—			(0.10	)		(0.08	)

Diluted net income per share		$	0.94		$	0.74		$	1.57		$	1.79

Weighted average shares—basic			183.5			179.4			182.3			178.2
Weighted average shares—diluted			185.7			181.7			185.5			180.8

See notes to unaudited condensed consolidated financial statements.

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN MILLIONS)

(UNAUDITED)

			As of

			September 28, 2008		December 30, 2007
Assets
Current assets:
	Cash and cash equivalents		$	334.5	$	377.0
	Accounts receivable, net			591.4		758.5
	Other receivables, net			116.6		112.6
	Inventories:
		Finished, net		110.8		164.0
		In process		17.4		40.7
		Raw materials		45.6		82.3
		Packaging materials, net		57.6		82.6

	Total inventories, net			231.4		369.6
	Other assets, net			88.5		135.7
	Deferred tax assets			—		17.9
	Discontinued operations			2.0		5.5

		Total current assets		1,364.4		1,776.8
Properties, net				1,550.4		2,696.2
Goodwill				1,587.1		3,346.5
Other intangibles, net				4,676.5		5,039.4
Investment in MillerCoors				2,698.0		—
Deferred tax assets				196.2		336.9
Notes receivable, net				69.6		71.2
Other assets				169.8		179.5
Discontinued operations				8.1		5.1

Total assets			$	12,320.1	$	13,451.6

See notes to unaudited condensed consolidated financial statements.

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN MILLIONS, EXCEPT PAR VALUE)

(UNAUDITED)

			As of

			September 28, 2008		December 30, 2007
Liabilities and stockholders' equity
Current liabilities:
	Accounts payable		$	261.1	$	380.7
	Accrued expenses and other liabilities			873.8		1,189.1
	Deferred tax liabilities			167.0		120.6
	Short-term borrowings and current portion of long-term debt			0.6		4.3
	Discontinued operations			20.9		40.8

		Total current liabilities		1,323.4		1,735.5
Long-term debt				1,994.2		2,260.6
Pension and post-retirement benefits				400.9		677.8
Derivative hedging instruments				440.4		477.4
Deferred tax liabilities				551.0		605.4
Unrecognized tax benefits				244.0		285.9
Other liabilities				63.8		90.9
Discontinued operations				154.0		124.8

	Total liabilities			5,171.7		6,258.3
Minority interests				8.9		43.8
Stockholders' equity
	Capital stock:
		Preferred stock, non-voting, no par value (authorized: 25.0 shares; none issued)		—		—
		Class A common stock, voting, $0.01 par value per share (authorized: 500.0 shares; issued and outstanding: 2.6 shares and 2.7 shares at September 28, 2008 and December 30, 2007, respectively)		—		—
		Class B common stock, non-voting, $0.01 par value per share (authorized: 500.0 shares; issued and outstanding:155.0 shares and 149.6 shares at September 28, 2008 and December 30, 2007, respectively)		1.5		1.5
		Class A exchangeable shares (issued and outstanding: 3.3 shares at September 28, 2008 and December 30, 2007)		124.7		124.8
		Class B exchangeable shares (issued and outstanding:22.7 shares and 25.1 shares at September 28, 2008 and December 30, 2007, respectively)		852.3		945.3

		Total capital stock		978.5		1,071.6
	Paid-in capital			3,182.2		3,022.5
	Retained earnings			2,139.4		1,950.5
	Accumulated other comprehensive income			839.4		1,104.9

		Total stockholders' equity		7,139.5		7,149.5

Total liabilities and stockholders' equity			$	12,320.1	$	13,451.6

See notes to unaudited condensed consolidated financial statements.

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN MILLIONS)

(UNAUDITED)

				Thirty-Nine Weeks Ended

				September 28, 2008			September 30, 2007
Cash flows from operating activities:
	Net income			$	291.3		$	324.0
		Adjustments to reconcile net income to net cash provided by operating activities:
			Depreciation and amortization		224.4			254.9
			Share-based compensation		51.8			27.5
			Gain on sale or impairment of properties and intangibles, net		(14.2	)		—
			Gain on sale of House of Blues Canada equity investment		—			(16.7	)
			Loss on impairment of Molson brands sold in the U.S. intangible asset		50.6			—
			Loss on impairment of Foster's distribution right intangible asset		—			24.1
			Loss on impairment of Edmonton brewing facility		—			30.5
			Deferred income taxes		66.1			5.5
			Equity income in MillerCoors		(106.5	)		—
			Distributions from MillerCoors		58.8			—
			Equity income of other unconsolidated affiliates		(15.2	)		(2.5	)
			Distributions from other unconsolidated affiliates		2.0			1.8
			Minority interests in net income of consolidated entities		11.6			13.6
			Excess tax benefits from share-based compensation		—			(20.9	)
			Change in current assets and liabilities and other		(243.2	)		(327.9	)
			Discontinued operations		18.1			14.7

	Net cash provided by operating activities				395.6			328.6

	Cash flows from investing activities:
		Additions to properties and intangible assets			(176.5	)		(329.4	)
		Proceeds from sales of properties and intangible assets			8.7			5.6
		Proceeds from sale of business, net			27.0			—
		Proceeds from sale of investment securities, net			22.8			—
		Acquisition of subsidiaries, net of cash acquired			—			(26.7	)
		Proceeds from sale of House of Blues Canada equity investment			—			30.0
		Investment in and advances to MillerCoors			(78.8	)		—
		Investment in and advances to other unconsolidated affiliates			(9.0	)		—
		Trade loan repayments from customers			20.4			22.9
		Trade loans advanced to customers			(27.9	)		(20.9	)
		Proceeds/payments from derivatives-equity			(1.9	)		—
		Other			0.2			0.2

	Net cash used in investing activities				(215.0	)		(318.3	)

	Cash flows from financing activities:
		Exercise of stock options under equity compensation plans			51.6			179.3
		Excess tax benefits from share-based compensation			—			20.9
		Dividends paid			(102.2	)		(85.9	)
		Dividends paid to minority interest holders			(20.3	)		(13.2	)
		Proceeds from issuance of convertible debt			—			575.0
		Debt issuance costs			—			(10.2	)
		Sale of warrants			—			57.0
		Purchase of call options			—			(106.7	)
		Proceeds from issuance of long term debt			16.0			—
		Payments on long-term debt and capital lease obligations			(181.2	)		(626.2	)
		Proceeds from short-term borrowings			41.8			179.1
		Payments on short-term borrowings			(40.8	)		(161.2	)
		Net proceeds from revolving credit facilities			1.0			8.0
		Change in overdraft balances and other			2.1			7.8
		Settlements of debt-related derivatives			12.0			5.2

	Net cash (used in) provided by financing activities				(220.0	)		28.9

	Cash and cash equivalents:
		Net (decrease) increase in cash and cash equivalents			(39.4	)		39.2
		Effect of foreign exchange rate changes on cash and cash equivalents			(3.1	)		9.9
		Balance at beginning of year			377.0			182.2

	Balance at end of period			$	334.5		$	231.3

See notes to unaudited condensed consolidated financial statements.

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Unless otherwise noted in this report, any description of us includes Molson Coors Brewing Company ("MCBC" or the "Company"), principally a holding company, and its operating subsidiaries: Coors Brewing Company ("CBC"), operating in the United States ("U.S."); Coors Brewers Limited ("CBL"), operating in the United Kingdom ("U.K."); Molson Canada ("Molson"), operating in Canada; and our other corporate entities. Any reference to "Coors" means the Adolph Coors Company prior to the 2005 merger with Molson Inc. (the "Merger"). Any reference to Molson Inc. means Molson prior to the Merger. Any reference to "Molson Coors" means MCBC after the Merger.

Effective July 1, 2008, MCBC and SABMiller plc ("SABMiller") combined the U.S. and Puerto Rico operations of their respective subsidiaries, CBC and Miller Brewing Company ("Miller"). The results and financial position of U.S. operations, which had historically comprised substantially all of our U.S. reporting segment were, in all material respects, deconsolidated from MCBC prospectively upon formation of MillerCoors. Our interest in MillerCoors is accounted for by us under the equity method of accounting. See Note 2, "Business Segments," and Note 3, "Investment in MillerCoors."

Unless otherwise indicated, information in this report is presented in U.S. dollars ("USD" or "$").

Unaudited Condensed Consolidated Financial Statements

The accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, which are necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented. The accompanying condensed consolidated financial statements include our accounts, the accounts of our majority owned subsidiaries, equity method investments, and certain variable interest entities of which we are the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements, including the notes thereto, contained in our Annual Report on Form 10-K for the year ended December 30, 2007. The results of operations for the thirteen and thirty-nine week periods ended September 28, 2008, are not necessarily indicative of the results that may be achieved for the full fiscal year and cannot be used to indicate financial performance for the entire year.

The December 30, 2007 condensed consolidated balance sheet data is consistent with our audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America ("U.S. GAAP").

Reporting Periods Presented

MCBC follows a 52/53 week fiscal reporting calendar. The third fiscal quarter of 2008 and 2007 consisted of 13 weeks ending on September 28, 2008 and September 30, 2007, respectively. The first three fiscal quarters of 2008 and 2007 consisted of 39 weeks ending on September 28, 2008 and September 30, 2007, respectively. Fiscal year 2008 and 2007 consist of 52 weeks ending on December 28, 2008 and December 30, 2007, respectively.

The results from Brewers Retail Inc. ("BRI"), a consolidated subsidiary, are reported one month in arrears in the accompanying unaudited condensed consolidated financial statements.

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

MillerCoors follows a monthly reporting calendar. The third quarter of 2008 consisted of three months ended September 30, 2008.

Use of estimates

Our consolidated financial statements are prepared in accordance with U.S. GAAP. These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions are reasonable, based on information available at the time they are made. To the extent there are material differences between these estimates and actual results, our consolidated financial statements may be affected.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation.

Adoption of New Accounting Pronouncements

SFAS No. 157 "Fair Value Measurements"

In September 2006, the FASB issued SFAS No. 157, " Fair Value Measurements ," ("SFAS 157") which is, in part, effective for us beginning in fiscal year 2008. This statement defines fair value, establishes a framework for measuring fair value and expands the related disclosure requirements. The statement indicates, among other things, that a fair value measurement assumes that the transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. Subsequent to the issuance of SFAS 157, the FASB issued FASB Staff Positions ("FSP") 157-1, " Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13 " and FSP 157-2 " Effective Date of FASB Statement No. 157 ." FSP 157-1 excludes, in certain circumstances, SFAS 13 and other accounting pronouncements that address fair value measurements for purposes of lease classification or measurement under Statement 13 from the provision of SFAS 157. FSP 157-2 delays the effective date of SFAS 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis. For the instruments subject to the effective date delay under FSP 157-2, the effective date to adopt the fair value provisions for us will be the first quarter of 2009.

In October 2008, the FASB issued FSP FAS 157-3, " Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active ." This FSP clarifies the application of SFAS No. 157 in a market that is not active and applies to financial assets within the scope of accounting pronouncements that require or permit fair value measurements in accordance with SFAS No. 157. The FSP is effective upon issuance, including prior periods for which financial statements have not been issued. Accordingly, we adopted this guidance effective September 28, 2008. Our adoption of this guidance did not have a material effect on our consolidated financial position or results of operations.

The table below summarizes our assets and liabilities that are measured at fair value on a recurring basis as of September 28, 2008. Such assets include certain derivative instruments and our indemnity obligations related primarily to our discontinued operations from Kaiser (see Note 7). In

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

addition, we have provided a reconciliation of the beginning and ending balances for the fair value of these indemnity obligations determined using significant unobservable inputs (Level 3—see definition below) in Note 14 "COMMITMENTS AND CONTINGENCIES—Kaiser and Other Indemnity Obligations." SFAS 157 establishes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). We utilize a combination of market and income approaches to value derivative instruments, and use an income approach for valuing our indemnity obligations. Our financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels of the hierarchy are as follows:

Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date.

Level 2—Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are less active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3—Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. We develop these inputs based on the best information available, including our own data.

The following presents our assets and liabilities that are measured at fair value based on a recurring basis:

					Fair Value Measurements at September 28, 2008 Using

		Total carrying value at September 28, 2008			Fair Value Measurements at September 28, 2008 Using
		Total carrying value at September 28, 2008			Quoted prices in active markets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
		(In millions)
Derivatives assets		$	25.1		$	—	$	25.1		$	—
Derivatives liabilities		$	(445.6	)		—		(445.6	)		—
Guarantees—indemnity obligations		$	(175.2	)		—		—			(175.2	)

	Total	$	(595.7	)	$	—	$	(420.5	)	$	(175.2	)

In 2009 and in accordance with FSP 157-2, we will adopt the fair value provisions for those non-financial assets and liabilities that are measured at fair value on a nonrecurring basis including goodwill, intangibles, and debt. Based on our evaluation of this statement, we do not believe the adoption of FSP 157-2, will have a significant impact on the determination or reporting of our financial results.

Following is a list of asset and liabilities that are recognized or disclosed at fair value for which, we will not apply the provisions of SFAS 157 until 2009:

•: Reporting units, including Canada, U.S. and U.K., measured at fair value in the first step of our annual goodwill impairment testing,

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

•: Indefinite-lived intangible assets measured at fair value in our annual impairment testing,
•: Other long-lived assets held for sale and carried at fair value less costs to sell,
•: Asset retirement obligations, and
•: Liabilities associated with restructuring or other exit activities.

SFAS No. 159 "The Fair Value Option for Financial Assets and Financial Liabilities. Including an amendment of FASB Statement No. 115"

In February 2007, the FASB issued Statement No. 159 ("SFAS 159") which permits entities an option to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The objective of this Statement is to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities using different measurement techniques. The fair value measurement provisions are elective and can be applied to individual financial instruments. SFAS 159 requires additional disclosures related to the fair value measurements included in the entity's financial statements. This Statement is effective for us as of the beginning of our 2008 fiscal year. We have not adopted the fair value measurement provisions of SFAS 159.

New Accounting Pronouncements

SFAS No. 141R "Business Combinations"

In December 2007, the FASB issued SFAS No. 141 (revised 2007), "Business Combinations" ("SFAS 141R"), which replaces SFAS No. 141, "Business Combinations." Under the provisions of SFAS 141R, acquisition costs will generally be expensed as incurred; noncontrolling interests will be valued at fair value at the acquisition date; in-process research and development will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date; restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. SFAS 141R will be effective, on a prospective basis, for all business combinations for which the acquisition date is after the beginning of our fiscal year 2009, with the exception of the accounting for valuation allowances on deferred taxes and acquired tax contingencies for which the adoption is retrospective. We are currently evaluating the effects, if any, that SFAS 141R may have on our financial statements.

SFAS No. 160 "Noncontrolling interests in Consolidated Financial Statements"

In December 2007, the FASB issued Financial Accounting Standards No. 160, "Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51" ("SFAS 160") and it is effective for us beginning in fiscal year 2009. This Statement requires the recognition of a noncontrolling interest, or minority interest, as equity in the consolidated financial statements and separate from the parent's equity. The amount of net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement. It also amends certain of ARB No. 51's consolidation procedures for consistency with the requirements of SFAS 141R,

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

including procedures associated with the deconsolidation of a subsidiary . This statement also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest. We are currently evaluating this new statement and anticipate that while the adoption of SFAS 160 will require the reclassification of our reported minority interests to stockholders' equity, the statement will not have a significant impact on the reporting of our results of operations.

SFAS No. 161 "Disclosures about Derivative Instruments and Hedging Activities. Including an amendment of FASB Statement No. 133"

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133," (SFAS "161") as amended and interpreted, which requires enhanced disclosures about an entity's derivative and hedging activities and thereby improves the transparency of financial reporting. Disclosing the fair values of derivative instruments and their gains and losses in a tabular format provides a more complete picture of the location in an entity's financial statements of both the derivative positions existing at period end and the effect of using derivatives during the reporting period. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company does not expect SFAS 161 to have a material impact on its financial statements.

FASB Staff Position APB 14-1, "Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (Including Partial Cash Settlement)"

In May 2008, the FASB issued FSP No. APB 14-1, " Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) " ("FSP APB 14-1"). This FSP requires that issuers of convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) should separately account for the liability and equity (conversion feature) components of the instruments. As a result, interest expense should be imputed and recognized based upon the entity's nonconvertible debt borrowing rate, which will result in incremental non-cash interest expense, and as result, lower net income. Our 2007 2.5% Convertible Senior Notes due July 30, 2013 will be subject to FSP APB 14-1. Prior to FSP APB 14-1, Accounting Principles Board Opinion No. 14, " Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants " ("APB 14"), provided that no portion of the proceeds from the issuance of the instrument should be attributable to the conversion feature. We have determined that if the liability and equity components of the Convertible Senior Notes had been separately valued at the time of their issuance on June 15, 2007, the amount allocated to long-term debt would have been $462.7 million, and the amount allocated to equity would have been $112.3 million. When we are required to retroactively adopt FSP APB 14-1 in fiscal 2009, interest expense for fiscal 2007 and 2008 will be increased by non-cash amounts of $9.0 million and $17.0 million, respectively. We anticipate recording additional non-cash interest expense on the Convertible Senior Notes in 2009 through 2013 of $17.6 million - $19.6 million annually, thereby increasing the carrying value of the debt to $575 million by its maturity date in July 2013. Further, we expect that the carrying amount of the 2.5% Convertible Senior Notes

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

will be discounted (decreased) and additional paid-in capital increased in the amount of $86.3 million as of December 29, 2008.

FASB Staff Position FASB 142-3 "Determination of the Useful Life of Intangible Assets"

In April 2008, the FASB issued FSP No. FASB 142-3, "Determination of the Useful Life of Intangible Assets" ("FSP No. FASB 142-3"). This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine recognized intangible assets under SFAS Statement No. 142, "Goodwill and Other Intangible Assets." This FSP applies to recognized intangible assets that are accounted for pursuant to SFAS No. 142. For a recognized intangible asset, an entity will be required to disclose information that enables users of financial statements to assess the extent to which expected future cash flows associated with the asset are affected by the entity's intent and/or ability to renew or extend the arrangement. This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008 and early adoption is prohibited. We do not believe the adoption of FSP No. FASB 142-3 will have a significant impact on our financial statements.

SFAS No. 162 "The Hierarchy of Generally Accepted Accounting Principles"

In May 2008, the FASB issued Financial Accounting Standards No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("SFAS 162"). This Statement is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board ("PCAOB") amendments to AU 411 "The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles". Prior to issuance of SFAS No. 162, the GAAP hierarchy, as set forth in the American Institute of Certified Public Accountants ("AICPA") Statement on Auditing Standards No. 69 was directed to auditors. SFAS No. 162 directs the GAAP hierarchy to entities who are responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP. SFAS No. 162 identifies the sources of accounting principles and provides entities with a framework for selecting principles used in the preparation of financial statements that are presented in conformity with GAAP. With issuance of SFAS 162, the GAAP hierarchy now resides in the accounting literature established by the FASB.

2. BUSINESS SEGMENTS

During the first quarter of 2008, MCBC adjusted its operating and reporting structure to reflect a re-alignment of responsibility associated with certain developing beer markets. A summary of our revised operating segments is provided below:

Reportable segments

Canada

The Canada segment was not impacted by this reorganization and remains as described in our previously issued financial statements.

Effective, January 1, 2008, Molson and Grupo Modelo, S.A.B. de C.V. established a joint venture Molson Modelo Imports ("MMI"), to import, distribute, and market the Modelo beer brand portfolio across all Canadian provinces and territories. Under the new arrangement, Molson's sales team is

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

2. BUSINESS SEGMENTS (Continued)

responsible for selling the brands across Canada on behalf of the joint venture. The new alliance will enable MMI to effectively leverage the existing resources and capabilities of Molson to achieve greater distribution coverage in the Western provinces of Canada. The MMI joint venture is being accounted for under the equity method.

United States ("U.S.")

As discussed in Note 1, "Basis of Presentation and Significant Accounting Policies," effective July 1, 2008 MillerCoors LLC ("MillerCoors") began operations. The results and financial position of our U.S. segment operations were deconsolidated upon contribution to the joint venture, and our interest in MillerCoors is being accounted for and reported by us under the equity method of accounting. MCBC's equity investment in MillerCoors will represent our U.S. operating segment going forward.

As part of the adjustment to the reporting structure in the first quarter, our beer business in Mexico, the Caribbean (other than Puerto Rico), and military sales outside the U.S. have been transferred from this operating segment to our non-reportable segment called Global Brands and Market Development ("Global Markets") and Corporate, discussed below.

United Kingdom ("U.K.")

Our beer businesses in Asia markets and exports from the U.K. to continental Europe have been transferred to our non-reportable segment called Global Markets and Corporate, discussed below. As a result, the segment previously called "Europe" has been renamed the U.K. The segment includes the results of operations in the U.K. and our royalty arrangements in the Republic of Ireland.

Non-reportable segment and other business activities

Global Markets and Corporate

These results represent our unallocated corporate general and administrative costs, net interest costs associated with financing activities, and results of operations associated with certain global markets, including Mexico, the Caribbean (other than Puerto Rico), Asia and continental Europe. The asset levels and results of operations from this non-reportable segment and other business activities are not material enough to merit separate disclosure as a reportable segment.

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

2. BUSINESS SEGMENTS (Continued)

The following table sets forth net sales by segment:

		Thirteen Weeks Ended				Thirty-Nine Weeks Ended

		September 28, 2008		September 30, 2007		September 28, 2008		September 30, 2007
		(In millions)				(In millions)
Canada		$	541.7	$	546.2	$	1,458.0	$	1,418.5
U.S.(1)			12.9		736.8		1,504.8		2,080.1
U.K			348.8		383.4		1,026.3		1,042.2
Global Markets and Corporate			17.7		19.0		46.1		49.5

	Consolidated	$	921.1	$	1,685.4	$	4,035.2	$	4,590.3

(1): As a result of the MillerCoors formation on July 1, 2008, and MCBC's prospective equity accounting for MillerCoors, sales shown above for the thirteen weeks ended September 28, 2008 are for the single day of June 30, 2008.

Across each of our segments, no single customer accounted for more than 10% of our sales. Net sales represent sales to third party external customers. Inter-segment revenues are insignificant and eliminated in consolidation. Prior period amounts have been reclassified to conform to the current operating segment structure described above.

The following table sets forth income (loss) from continuing operations before income taxes and minority interests by segment:

		Thirteen Weeks Ended						Thirty-Nine Weeks Ended

		September 28, 2008			September 30, 2007			September 28, 2008			September 30, 2007
		(In millions)						(In millions)
Canada		$	148.0		$	121.1		$	364.7		$	301.1
U.S.(1)			110.5			78.2			215.9			221.9
U.K.			30.5			18.5			44.9			50.9
Global Markets and Corporate			(61.3	)		(82.9	)		(224.0	)		(193.6	)

	Consolidated	$	227.7		$	134.9		$	401.5		$	380.3

(1): As a result of the MillerCoors formation on July 1, 2008, MCBC's equity investment in MillerCoors now represents our U.S. operating segment going forward.

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

2. BUSINESS SEGMENTS (Continued)

The following table sets forth total assets by segment:

		As of

		September 28, 2008		December 30, 2007
		(In millions)
Canada(1)		$	6,440.4	$	7,075.8
U.S.(2)			2,698.0		3,133.4
U.K			2,532.8		2,867.3
Global Markets and Corporate			638.8		364.5
Discontinued operations			10.1		10.6

	Total assets	$	12,320.1	$	13,451.6

(1): The decrease is primarily due to foreign currency translation and goodwill contributed to MillerCoors.
(2): As of September 28, 2008, U.S. segment assets consist of MCBC's investment in MillerCoors.

3. INVESTMENT IN MILLERCOORS

Effective July 1, 2008, MCBC and SABMiller plc ("SABMiller") combined the U.S. and Puerto Rico operations of their respective subsidiaries, CBC and Miller Brewing Company ("Miller"). In connection with the closing of the joint venture transaction, each of Molson Coors, CBC, SABMiller and Miller have entered into an Amended and Restated Operating Agreement (the "LLC Operating Agreement"). The LLC Operating Agreement will be the primary operating document governing the joint venture, MillerCoors LLC ("MillerCoors").

Pursuant to the LLC Operating Agreement, MillerCoors has a Board of Directors consisting of five MCBC-appointed directors and five SABMiller-appointed directors. The percentage interests in the profits of MillerCoors will be 58% for SABMiller and 42% for MCBC, and voting interests will be shared 50%-50%. Each party to the joint venture has agreed not to transfer its economic or voting interests in the joint venture for a period of five years, and certain rights of first refusal will apply to any subsequent assignment of such interests.

The results and financial position of U.S. operations, which had historically comprised substantially all of our U.S. reporting segment were, in all material respects, deconsolidated from MCBC prospectively upon formation of MillerCoors. Our interest in the new combined operations is accounted for under the equity method of accounting

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

3. INVESTMENT IN MILLERCOORS (Continued)

The following table summarizes the carrying values of net assets contributed to MillerCoors on July 1, 2008 (in millions):

		As of July 1, 2008

Current assets		$	679.4
Property, plant and equipment			1,007.1
Goodwill			1,608.8

	Total assets contributed		3,295.3
Current liabilities			573.2
Noncurrent liabilities			205.5

	Total liabilities		778.7
Accumulated other comprehensive income(1)			(212.9	)

Net assets contributed		$	2,729.5

(1): Represents the accumulated other comprehensive income associated with the derivative assets and employee retirement and post-employment benefit plan obligations contributed to MillerCoors.

Summarized financial information for MillerCoors is as follows (in millions):

Condensed Balance sheet

		As of September 30, 2008

Current assets		$	1,035
Noncurrent assets			7,796

	Total assets	$	8,831

Current liabilities		$	1,083
Noncurrent liabilities			833

	Total liabilities		1,916
Minority interests			31
Owners' equity			6,884

Total liabilities and owners' equity		$	8,831

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

3. INVESTMENT IN MILLERCOORS (Continued)

Results of operations

	For the three months ended September 30, 2008

	Actual
Net sales	$	1,949.7
Cost of goods sold		(1,236.9	)

Gross profit	$	712.8
Operating income	$	171.1
Net Income	$	168.2

The following represents MCBC's proportional share in MillerCoors of net income reported under the equity method (in millions):

		Thirteen Weeks Ended September 28, 2008

MillerCoors net income		$	168.2
	MCBC economic interest		42	%

	MCBC proportionate share of MillerCoors net income		70.6
	MillerCoors accounting policy elections(1)		31.8
	Amortization of the difference between MCBC contributed cost basis and proportional share of the underlying equity in net assets of MillerCoors(2)		6.0
	Share-based compensation adjustment(3)		(1.9	)

Equity Income in MillerCoors		$	106.5

(1): MillerCoors made its initial accounting policy elections upon formation, impacting certain asset and liability balances contributed by MCBC. Our investment basis in MillerCoors is based upon the book value of the net assets we contributed to it. These adjustments reflect the favorable impact to our investment in MillerCoors as a result of the differences resulting from accounting policy elections, the most significant of which was MillerCoors' election to value contributed CBC inventories using the first in, first out (FIFO) method, rather than the last in, first out (LIFO) method, which had been applied by CBC prior to the formation of MillerCoors. This adjustment is expected to be much lower in subsequent quarters, as the LIFO impact will be phased in over the expected turnover of the related inventories, the last of which is expected to be the first quarter of 2009.
(2): MCBC's net investment in MillerCoors is based on the carrying values of the net assets it contributed to the joint venture which is less than our proportional share of underlying equity (42%) of MillerCoors (contributed by both Coors and Miller) by approximately

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

3. INVESTMENT IN MILLERCOORS (Continued)

$192 million. This difference is being amortized as additional equity income over the remaining useful lives of long-lived assets giving rise to the difference. For non-depreciable assets, such as goodwill, no adjustment is being recorded unless there is an impairment in our overall investment.

(3): The net adjustment is to record all stock-based compensation associated with preexisting equity awards to be settled in MCBC Class B common stock held by former CBC employees now employed by MillerCoors and to eliminate all stock-based compensation impacts related to preexisting SABMiller equity awards held by Miller employees now employed by MillerCoors.

During the thirteen weeks ended September 28, 2008, we had $28.4 million and $1.4 million of sales of beer to MillerCoors and purchases of beer from MillerCoors, respectively.

4. SHARE-BASED PAYMENTS

The Molson Coors Brewing Company Incentive Compensation Plan ("MCIP") allows the issuance of the following awards related to Class B common shares to certain directors, officers, and other eligible employees: restricted stock units ("RSU"), deferred stock units ("DSU"), performance share units ("PSU"), stock options, stock-only stock appreciation rights ("SOSAR"), and limited stock appreciation rights ("LOSAR"). No stock options or LOSARs were granted during 2008 and 2007. There were no awards granted under the Company's Equity Compensation Plan for Non-Employee Directors and the 1990 Equity Incentive Plan in the thirty-nine week period ended September 28, 2008.

In the thirty-nine weeks ended September 28, 2008, we granted 0.6 million RSUs, and a small number of DSUs and PSUs with a weighted-average fair market value of $56.93 and $50.88 and $50.37 per award, respectively. In the thirty-nine weeks ended September 30, 2007, we granted 0.2 million RSUs, a small number of DSUs and 0.2 million PSUs with a weighted-average fair market value of $45.75 and $47.75 and $43.42 per award, respectively.

SOSARs are granted with an exercise price equal to the market value of a share of common stock on the date of grant. These SOSARs entitle the award recipient to receive shares of the Company's stock with a fair market value equal to the excess of the trading price over the exercise price of such shares on the date of the exercise. SOSARs have a term of 10 years and generally vest over three years. During the thirty-nine weeks ended September 28, 2008 and September 30, 2007, we granted 0.6 million and 1.0 million SOSARs with a weighted-average fair market value of $14.58 and $13.23 each, respectively. The weighted-average fair market values are determined using the Black-Scholes option-pricing model.

PSU awards are earned over the estimated expected term to achieve certain financial targets, which were established on March 16, 2006 at the time of the initial grant. As of March 30, 2008, these financial targets were achieved for all PSU awards outstanding. As a result of achieving these financial targets, we recognized the remaining $34.4 million expense before taxes in the first quarter of 2008 associated with the outstanding PSU awards. PSUs are granted at the market value of our stock on the date of the grant.

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

4. SHARE-BASED PAYMENTS (Continued)

As of September 28, 2008 and pursuant to the MCIP approved by the Board of Directors, there were 1.6 million shares of our stock available for the issuance of stock options, SOSARs, LOSARs, RSUs, DSUs and PSUs.

As a result of the formation of MillerCoors, we will record the fair value impact related to stock-based compensation for former CBC employees now employed by MillerCoors who hold previously granted MCBC stock-awards on a quarterly basis. The additional mark-to-market cost is related to stock awards to be settled in MCBC Class B common stock. Under Emerging Issues Task Force No. 00-12, "Accounting by an Investor for Stock-Based Compensation Granted to Employees of an Equity Method Investee," MillerCoors will recognize the fair value of the stock-based compensation incurred by MCBC on its behalf, and a corresponding capital contribution, as the costs are incurred on its behalf (that is, in the same periods as if we had paid cash to those MillerCoors employees following guidance set forth in Emerging Issues Task Force No. 96-18, "Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services"). In addition, we will incur all of the stock-based compensation expense associated with all preexisting equity awards to be settled in MCBC Class B common stock held by former CBC employees now employed by MillerCoors through our proportionate share of equity investment earnings in MillerCoors and will make an adjustment to reflect remaining costs not reflected in the proportionate share of equity investment earnings in MillerCoors calculation. The mark-to-market stock-based compensation expense, related to MCBC equity awards, during the thirteen weeks ended September 28, 2008 was $5.6 million.

The following table summarizes components of the equity-based compensation recorded as expense including the mark-to-market stock-based compensation recognized by MillerCoors, as discussed above:

		Thirteen Weeks Ended						Thirty-Nine Weeks Ended

		September 28, 2008			September 30, 2007			September 28, 2008			September 30, 2007
		(In millions)
Stock options, SOSARs and LOSARs
	Pre-tax compensation expense	$	2.3		$	1.5		$	9.1		$	8.8
	Tax benefit		(0.7	)		(0.4	)		(2.8	)		(2.7	)

	After-tax compensation expense	$	1.6		$	1.1		$	6.3		$	6.1

RSUs and DSUs
	Pre-tax compensation expense	$	8.2		$	1.5		$	14.0		$	5.1
	Tax benefit		(2.6	)		(0.4	)		(4.4	)		(1.4	)

	After-tax compensation expense	$	5.6		$	1.1		$	9.6		$	3.7

PSUs
	Pre-tax compensation expense	$	—		$	4.6		$	34.3		$	13.5
	Tax benefit		—			(1.3	)		(9.9	)		(3.9	)

	After-tax compensation expense	$	—		$	3.3		$	24.4		$	9.6

	Total after-tax compensation expense	$	7.2		$	5.5		$	40.3		$	19.4

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

4. SHARE-BASED PAYMENTS (Continued)

As of September 28, 2008, there was $39.5 million of unrecognized compensation expense related to non-vested shares from share-based compensation arrangements granted under the plans. This compensation is expected to be recognized over a weighted-average period of approximately 1.4 years. During the thirty-nine weeks ended September 28, 2008, and September 30, 2007, cash received from stock option exercises was $51.6 million and $179.3 million, respectively. There were no tax benefits to be realized for the tax deductions from options exercised during the thirty-nine weeks ended September 28, 2008. There were $22.4 million of tax benefits to be realized for tax deductions from options exercised during the thirty-nine weeks ended September 30, 2007. The total intrinsic value of stock options exercised during the thirty-nine weeks ended September 28, 2008 and September 30, 2007 were $33.1 million and $63.1 million, respectively.

The following table represents the summary of stock options and SOSARs outstanding at September 28, 2008 and the activity during the first thirty-nine weeks of 2008:

		Outstanding options and SOSARs			Weighted-average exercise price per share			Aggregate intrinsic value

		(In millions, except for per share amounts and years)
Outstanding as of December 30, 2007			9.7		$	33.70		$	177.8
	Granted		0.6		$	57.55
	Exercised		(1.6	)	$	45.90
	Forfeited		(0.1	)	$	39.43

Outstanding as of September 28, 2008			8.6		$	32.53	4.81	$	99.3

Exercisable at September 28, 2008			7.4		$	33.06	4.67	$	96.5

The fair values of each SOSAR granted in the first three quarters of 2008 and 2007 were determined on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

		Thirty-Nine Weeks Ended

	Thirteen Weeks Ended September 28, 2008	Thirty-Nine Weeks Ended
	Thirteen Weeks Ended September 28, 2008	September 28, 2008	September 30, 2007
Risk-free interest rate	3.27%	3.07%	4.46%
Dividend yield	1.45%	1.39%	1.40%
Volatility range	25.3% - 26.4%	25.3% - 26.4%	21.8% - 26.8%
Weighted-average volatility	25.54%	25.40%	25.30%
Expected term (years)	3.50 - 7.00	3.50 - 7.00	3.50 - 7.00

No equity awards were granted that required a fair value calculation for the thirteen weeks ended September 30, 2007.

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

4. SHARE-BASED PAYMENTS (Continued)

The following table represents non-vested restricted stock units, deferred stock units and performance shares at September 28, and the activity during the thirty-nine weeks of 2008:

		Shares			Weighted-average grant date fair value per share

		(In millions, except per share amounts)
Non-vested as of December 30, 2007			2.7		$	35.98
	Granted		0.6		$	56.65
	Vested		(2.4	)	$	35.37
	Forfeited		0.2		$	36.47

Non-vested as of September 28, 2008			1.1		$	48.57

Total fair values of RSUs and DSUs that vested during the thirty-nine weeks ended September 28, 2008 were $137.7 million.

5. SPECIAL ITEMS

We have incurred charges or gains that we believe are not indicative of our normal, recurring operations. As such, we have separately classified these costs as special operating items.

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

5. SPECIAL ITEMS (Continued)

Summary of Special Items

The table below summarizes special items recorded by program:

		Thirteen Weeks Ended					Thirty-Nine Weeks Ended

		September 28, 2008			September 30, 2007		September 28, 2008			September 30, 2007
		(In millions)
Canada—Restructuring and related costs associated with the Edmonton brewery closure and other outsourcing activities		$	0.4		$	10.8	$	2.1		$	14.9
Canada—Edmonton brewery asset impairment charge and certain exit costs			—			32.4		—			32.4
Canada—Montréal brewery asset impairment charge			1.9			—		1.9			—
Canada—Impairment of Foster's distribution right intangible asset			—			—		—			24.1
Canada—Restructuring charge			0.7			—		0.9			—
U.S.—Other restructuring charges			—			2.8		—			2.8
U.S.—Costs associated with the MillerCoors joint venture			—			—		37.9			—
U.S.—Impairment of Molson brands intangible asset			—			—		50.6			—
U.S.—Impairments of fixed assets			—			—		2.6			—
U.S.—Gain on sale of distribution businesses			—			—		(21.8	)		—
U.K.—Restructuring charge			2.6			3.4		7.3			8.8
U.K.—Pension adjustment			—			3.9		—			3.9
U.K.—Gain on sale of non-core business			(2.7	)		—		(2.7	)		—
U.K.—Other, including certain exit costs			0.3			—		0.8			—
Global Markets and Corporate—Costs associated with the MillerCoors joint venture			10.0			2.0		27.3			2.0
Global Markets and Corporate—Transitional costs associated with outsourcing agreement			5.2			—		22.8			—
Global Markets and Corporate—Strategic initiatives			6.1			—		6.1			—
Global Markets and Corporate—Other			0.3			—		0.3			—

	Total special items	$	24.8		$	55.3	$	136.1		$	88.9

Canada Segment

During the third quarter of 2008, the Canada segment recognized $0.7 million of restructuring costs associated with employee terminations associated with a company-wide effort to increase efficiency in certain finance, information technology and human resource activities by outsourcing portions of those functions. The Canada segment also recognized $0.4 million of costs associated with maintaining and preparing the closed Edmonton brewery for sale, expected to be completed in early 2009. As a result of the MillerCoors announcement to internally source production of certain beer volume, the Canada segment recognized a $1.9 million impairment related to certain Montréal brewery assets dedicated to that purpose. During the third quarter of 2007, we recorded a pretax non-cash impairment charge of $32.4 million associated with the closure of the Edmonton brewery. In addition to the Edmonton asset impairment, the Canada segment recognized $8.1 million for severance and

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

5. SPECIAL ITEMS (Continued)

other employee related costs and $2.7 million of other costs associated with the Edmonton brewery's closure in the third quarter of 2007.

During the first three quarters of 2008, and in addition to the charges incurred during the third quarter of 2008, the Canada segment recognized a total of $2.1 million of costs associated with maintaining and preparing the closed Edmonton brewery for sale, expected to be completed in early 2009. During the first thirty-nine weeks of 2007, we recognized an impairment of $24.1 million associated with our Foster's distribution rights intangible asset, which resulted from the loss of that partner agreement. We also recognized $4.1 million in the first thirty-nine weeks of 2007 for severance and other related costs as part of a restructuring program that focused on labor savings across production and sales and general and administrative functions.

The following summarizes the activity in the Canada segment restructuring accruals:

		Severance and other employee-related costs

		(In millions)
Balance at December 30, 2007		$	4.2
	Charges incurred		1.1
	Payments made		(3.3	)
	Foreign currency and other adjustments		(0.1	)

Balance at September 28, 2008		$	1.9

U.S. Segment

As discussed in Note 1, effective July 1, 2008, MillerCoors LLC began operations. MCBC's equity income in MillerCoors will include our former U.S. operating segment results, including special items, beginning in the third quarter of 2008.

During the third quarter of 2007, the U.S. segment recognized $2.8 million of restructuring costs associated with employee terminations associated with a company-wide effort to increase efficiency in certain finance, information technology and human resource activities by outsourcing portions of those functions.

Prior to the formation of MillerCoors on July 1, 2008, the U.S. segment recognized an impairment of an intangible asset of $50.6 million associated with Molson brands sold in the U.S. See Note 10 "Goodwill and Other Intangibles" for further discussion. The U.S. also recognized $37.9 million of costs associated specifically with the MillerCoors transaction, $30.3 million of which were related to employee retention costs, and $7.6 million of which were related to integration planning. Also, impairment charges related to fixed assets at the Golden brewery of $2.6 million were recorded, and a net gain of $21.8 million on the sale of two corporate owned beer distributorships. We sold our Boise, Idaho beer distributorship for $25.2 million resulting in a gain of $24.2 million. In 2007, the U.S. segment began a restructuring program focused on labor savings across supply chain functions. We recognized $2.8 million of expense for severance and other employee related costs in 2007.

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

5. SPECIAL ITEMS (Continued)

All restructuring liabilities related to the U.S. operating business were assumed by MillerCoors on July 1, 2008.

U.K. Segment

The U.K. segment recognized $2.6 million and $3.4 million of employee termination costs in the 2008 and 2007 third quarters, respectively. These related to supply chain restructuring activity and company-wide efforts to increase efficiency in certain finance, information technology and human resource activities by outsourcing portions of those functions during 2008. During the third quarter of 2007, we also recognized increased liabilities in recognition of an existing pension benefit obligation in accordance with U.K. law of $3.9 million.

The restructuring costs for the first three quarters of 2008 and 2007 comprise the same items as discussed previously for the third quarter.

The following summarizes the activity in the U.K. segment restructuring accruals:

		Severance and other employee-related costs

		(In millions)
Balance at December 30, 2007		$	2.5
	Charges incurred		7.3
	Payments made		(6.0	)
	Foreign currency and other adjustments		0.2

Balance at September 28, 2008		$	4.0

Global Markets and Corporate

During the third quarter of 2008, Global Markets and Corporate recognized $10.0 million of costs associated with the MillerCoors joint venture, consisting primarily of outside professional services related to the planning and integration efforts involved in the start-up of MillerCoors. Costs associated with the formation of MillerCoors were $27.3 million for the thirty-nine weeks ended 2008. Additionally, in January 2008 we signed a contract with a third-party service provider to outsource a significant portion of our general and administrative back office functions in all of our operating segments and in our corporate office. This outsourcing initiative is a key component of our Resources for Growth cost reduction program. During the third quarter, we incurred $5.2 million of external transition costs associated with this outsourcing initiative, and $22.8 million year to date. We expect to incur additional costs throughout the remainder of 2008. Last, in the third quarter of 2008 we incurred $6.1 million of costs associated with efforts associated with other strategic initiatives.

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

6. OTHER INCOME (EXPENSE), NET

	Thirteen Weeks Ended						Thirty-Nine Weeks Ended

	September 28, 2008			September 30, 2007			September 28, 2008			September 30, 2007
	(In millions)
(Losses) gains on disposals of non-operating long-lived assets	$	(0.1	)	$	(0.2	)	$	1.8		$	(0.2	)
Gain on sale of House of Blues Canada equity investment		—			—			—			16.7
Equity in (losses) income of unconsolidated affiliates, net		(1.5	)		1.9			(0.3	)		0.9
Gains from foreign exchange and derivatives		12.2			0.1			9.4			0.5
Environmental liability provision		(3.6	)		—			(3.6	)		—
Losses on non-operating leases, net		(0.2	)		(0.3	)		(1.0	)		(1.5	)
Other, net		0.9			0.4			0.1			1.7

Other income (expense), net	$	7.7		$	1.9		$	6.4		$	18.1

During the third quarter of 2008, we entered into a cash settled total return swap with Deutsche Bank in order to gain an economic exposure to Foster's Group ("Foster's") (ASX:FGL), a major global brewer (see Note 12). We recognized a net gain on the fair value of the swap of $13.6 million during the third quarter of 2008, included in the table above in "Gains from foreign exchange and derivatives."

7. DISCONTINUED OPERATIONS

In 2006, we sold our equity interest in the entity that comprised our previously-reported Brazil operating segment, Cervejarias Kaiser Brasil S.A. ("Kaiser") to FEMSA Cerveza S.A. de C.V. ("FEMSA"). As discussed in Note 14, we indemnified FEMSA with respect to certain tax contingencies and other liabilities. We have reflected the results of operations, financial position, and cash flows for the former Brazil segment in our financial statements as discontinued operations.

We recognized a gain from discontinued operations of $3.2 million and a loss of $0.4 million in the third quarters of 2008 and in 2007, respectively, and we recognized losses from discontinued operations of $18.1 million and $14.7 million in the first three quarters of 2008 and in 2007, respectively. The losses and gain for the periods presented were associated with changes in estimates of the carrying value of the indemnity related liabilities, foreign exchange gains and losses and accretion expense related to indemnities we provided to FEMSA with regard to contingent tax and other liabilities, which are discussed further in Note 14.

8. INCOME TAXES

Our effective tax rate for the third quarter of 2008 was approximately 25%. We anticipate that our 2008 full year effective tax rate will be in the range of 20% to 24%. Our third quarter effective tax rate is higher than our anticipated full year rate primarily due to reductions in unrecognized tax benefits in the first quarter of 2008.

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

8. INCOME TAXES (Continued)

Our tax rate is volatile and may fluctuate with changes in, among other things, the amount and source of income or loss, our ability to utilize foreign tax credits, changes in tax laws, and the movement of liabilities established pursuant to FIN 48 for uncertain tax positions as statutes of limitations expire or positions are otherwise effectively settled. We note that there are pending tax law changes in the U.S., U.K. and Canada that, if enacted, may impact our effective tax rate.

During the third quarter of 2008, we released $4.6 million of valuation allowance related to foreign tax credits and executive compensation.

As of December 31, 2007, we had $286.2 million of unrecognized tax benefits. Since December 31, 2007, unrecognized tax benefits decreased by $36.6 million. This reduction is net of increases due to additional unrecognized tax benefits and interest accrued for the current year and decreases primarily due to fluctuation in foreign exchange rates, certain tax years closing or being effectively settled, and payments made to tax authorities with regard to unrecognized tax benefits during the first three quarters of 2008. This results in total unrecognized tax benefits of $249.6 million as of September 28, 2008. During 2008, the Company expects to recognize approximately $25 to $35 million of income tax benefit due primarily to accrued interest and penalties that the Company expects to effectively settle during 2008.

We file income tax returns in most of the federal, state, and provincial jurisdictions in the U.S., U.K., Canada and the Netherlands. Tax years through 2004 are closed or have been effectively settled through examination in the U.S. The Internal Revenue Service has commenced examination of the 2005 and 2006 tax years, and we expect the examination to conclude in 2009. In addition, we have entered into the Compliance Assurance Process program whereby the Internal Revenue Service will be examining certain 2007 and 2008 transactions in the current year. Tax years through 2003 are closed or have been effectively settled through examination in Canada. We are currently under examination for tax year 2004 in Canada and expect the examination to close during 2008. Tax years through 2005 are closed or have been effectively settled through examination in the U.K. Tax years through 2006 are closed or have been effectively settled through examination in the Netherlands.

9. EARNINGS PER SHARE ("EPS")

Basic net income per common share was computed using the weighted average number of shares of common stock outstanding during the period. All share and per share amounts for prior periods were adjusted to reflect the two for one stock split issued in the form of a dividend effective October 3, 2007. Diluted net income per share includes the additional dilutive effect of our potentially dilutive securities, which include stock options, LOSARs, SOSARs, RSUs, PSUs and DSUs, calculated using the treasury stock method. For the thirteen weeks ended September 28, 2008, diluted net income per share was impacted by our convertible debt and related warrants outstanding as they were in the money.

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

9. EARNINGS PER SHARE ("EPS") (Continued)

The following summarizes the effect of dilutive securities on diluted EPS:

		Thirteen Weeks Ended					Thirty-Nine Weeks Ended

		September 28, 2008		September 30, 2007			September 28, 2008			September 30, 2007
		(In millions, except per share amounts)
Income from continuing operations		$	170.0	$	135.1		$	309.4		$	338.7
Gain (loss) from discontinued operations, net of tax			3.2		(0.4	)		(18.1	)		(14.7	)

Net income		$	173.2	$	134.7		$	291.3		$	324.0

Weighted average shares for basic EPS			183.5		179.4			182.3			178.2
Effect of dilutive securities:
	Stock options, LOSARs and SOSARs		1.8		1.9			2.1			2.3
	RSUs, PSUs and DSUs		0.4		0.4			1.1			0.3

Weighted average shares for diluted EPS			185.7		181.7			185.5			180.8

Basic income (loss) per share:
	From continuing operations	$	0.93	$	0.75		$	1.70		$	1.90
	From discontinued operations		0.02		—			(0.10	)		(0.08	)

Basic net income per share		$	0.95	$	0.75		$	1.60		$	1.82

Diluted income (loss) per share:
	From continuing operations	$	0.92	$	0.74		$	1.67		$	1.87
	From discontinued operations		0.02		—			(0.10	)		(0.08	)

Diluted net income per share		$	0.94	$	0.74		$	1.57		$	1.79

Dividends per share		$	0.20	$	0.16		$	0.56		$	0.48

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

9. EARNINGS PER SHARE ("EPS") (Continued)

The following anti-dilutive securities were excluded from the computation of the effect of dilutive securities on earnings per share for the following periods:

	Thirteen Weeks Ended				Thirty-Nine Weeks Ended

	September 28, 2008		September 30, 2007		September 28, 2008		September 30, 2007
	(In millions)
Stock options, SOSARs and RSUs(1)		0.4		—		0.2		—
PSUs—2.1 million outstanding at September 30, 2007(2)		—		2.1		—		2.1
Shares issuable upon assumed conversion of the 2.5% Convertible Senior Notes to issue Class B common shares, 10.5 million at September 28, 2008(3)		10.5		10.5		10.5		4.8
Warrants to issue Class B common shares, 10.5 million at September 28, 2008(3)		10.5		10.5		10.5		4.8

		21.4		23.1		21.2		11.7

(1): Exercise prices exceed the average market price of the common shares or are anti-dilutive due to the impact of the unrecognized compensation cost on the calculation of assumed proceeds in the application of the treasury stock method.
(2): All necessary conditions required to be satisfied were not met during 2007.
(3): We issued $575 million of senior convertible notes in June 2007. The impact of a net share settlement of the conversion amount at maturity will begin to dilute earnings per share when our stock price reaches $54.76. The impact of stock that could be issued to settle share obligations we could have under the warrants we issued simultaneously with the convertible notes issuance will begin to dilute earnings per share when our stock price reaches $70.09. The potential receipt of MCBC stock from counterparties under our purchased call options when and if our stock price is between $54.76 and $70.09 would be anti-dilutive and excluded from any calculations of earnings per share.

10. GOODWILL AND OTHER INTANGIBLES

The following summarizes the change in goodwill for the thirty-nine weeks ended September 28, 2008 (in millions):


Balance at December 30, 2007		$	3,346.5
	Transfer from goodwill to intangible assets		(1.4	)
	Contribution to MillerCoors		(1,608.8	)
	Foreign currency translation		(149.2	)

Balance at September 28, 2008		$	1,587.1

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

10. GOODWILL AND OTHER INTANGIBLES (Continued)

The following summarizes goodwill allocated between our reportable segments as follows:

Segment goodwill

		As of

		September 28, 2008		December 30, 2007
		(In millions)
Canada		$	725.7	$	763.7
United States			—		1,649.8
United Kingdom			861.4		933.0

	Consolidated	$	1,587.1	$	3,346.5

The following table presents details of our intangible assets, other than goodwill, as of September 28, 2008:

		Useful life	Gross		Accumulated amortization			Net

		(Years)	(In millions)
Intangible assets subject to amortization:
	Brands	3 - 35	$	300.6	$	(127.5	)	$	173.1
	Distribution rights	2 - 23		344.1		(172.4	)		171.7
	Patents and technology and distribution channels	3 - 10		32.7		(21.5	)		11.2
Intangible assets not subject to amortization:
	Brands	Indefinite		3,323.6		—			3,323.6
	Distribution networks	Indefinite		978.8		—			978.8
	Other	Indefinite		18.1		—			18.1

Total			$	4,997.9	$	(321.4	)	$	4,676.5

The following table presents details of our intangible assets, other than goodwill, as of December 30, 2007:

		Useful life	Gross		Accumulated amortization			Net

		(Years)	(In millions)
Intangible assets subject to amortization:
	Brands	3 - 35	$	320.3	$	(121.2	)	$	199.1
	Distribution rights	2 - 23		363.4		(164.9	)		198.5
	Patents and technology and distribution channels	3 - 10		35.4		(20.7	)		14.7
	Other	5 - 34		11.7		(5.3	)		6.4
Intangible assets not subject to amortization:
	Brands	Indefinite		3,561.1		—			3,561.1
	Distribution networks	Indefinite		1,030.5		—			1,030.5
	Other	Indefinite		29.1		—			29.1

Total			$	5,351.5	$	(312.1	)	$	5,039.4

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

10. GOODWILL AND OTHER INTANGIBLES (Continued)

The incremental change in the gross carrying amounts of intangibles from December 30, 2007 to September 28, 2008, is due to the impact of foreign exchange rates, as a significant amount of intangibles are denominated in foreign currencies, and an impairment discussed in the following paragraphs.

During the second quarter of 2008, we recognized an impairment charge of $50.6 million associated with a Molson brands intangible asset, an asset which represented the value of the Molson brands sold in the U.S. only. This intangible asset was not subject to amortization. While our accounting policy calls for annual testing of indefinite-lived intangible assets in the third quarter of each year, we noted unfavorable operating results and a change in management's strategic initiatives associated with these brands, and as a result tested the intangible for impairment in the second quarter of 2008.

The Molson U.S. brands intangible asset was created at the time of the Merger between Coors and Molson in 2005. Molson brands which are marketed and sold in the U.S. by CBC have been declining in recent years. In addition, increases in packaging and freight costs on imported products combined with continued volume declines have significantly impacted the overall profitability of the Molson brands in the U.S. While management continues to believe that the Molson brands play an important role in the U.S. brand portfolio and will continue to be actively marketed by MillerCoors, it was determined that the value of the intangible brand asset has been impaired. This conclusion was based upon discounted cash flow analyses of the brands, using excess earnings approach, which indicated that the fair value of Molson U.S. brands were less than their carrying value. The Company therefore recognized a $50.6 million non-cash charge to write-off the carrying value of the Molson brands sold in the U.S.

We are required to perform goodwill and indefinite-lived intangible asset impairment tests on at least an annual basis and more frequently in certain circumstances. We completed the required impairment testing during the third quarter of 2008 and determined that there were no impairments of goodwill or indefinite-lived intangible assets.

Based on foreign exchange rates as of September 28, 2008, the estimated future amortization expense of finite-lived intangible assets is as follows for the next five years:

	Amount

	(In millions)
2008 - remaining	$	11.1
2009	$	44.3
2010	$	44.3
2011	$	43.0
2012	$	31.3

Amortization expense of intangible assets was $11.1 million and $34.0 million for the thirteen and thirty-nine weeks ended September 28, 2008 and $16.0 million and $46.0 million for the thirteen and thirty-nine weeks ended September 30, 2007, respectively.

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

11. DEBT AND OTHER CREDIT ARRANGEMENTS

On February 7, 2008, we announced a tender for repurchase of any and all principal amount of our remaining $225 million of 6.375% Senior Notes due 2012, with the tender period running through February 14, 2008. The amount actually repurchased was $180.4 million with $45.3 million outstanding as of September 28, 2008. The net costs of $12.4 million related to this extinguishment of debt and termination of related interest rate swaps was recorded in the first quarter of 2008. The net debt extinguishment costs comprised a $21.4 million payment to settle the notes at fair value given interest rates at the time of extinguishment, a $1.7 million write-off of the proportionate amount of unamortized discount, issuance fees and transaction costs, offset by a $10.7 million gain from the termination of the interest rate swap associated with the extinguished debt. The debt extinguishment was funded by existing cash resources.

12. DERIVATIVE INSTRUMENTS

During the third quarter of 2008, we entered into a cash settled total return swap with Deutsche Bank in order to gain an economic exposure to Foster's, a major global brewer. This swap gives MCBC exposure to nearly 5% of Foster's outstanding common stock. As of September 28, 2008, the notional amount of the swap was $413.0 million.

The fair value of the cash settled total return swap as of September 28, 2008, was $15.5 million (in the money asset). We are not applying hedge accounting to the derivative, so all unrealized gains and losses flow directly through the income statement, classified in Other Income (Expense) in the Global Markets and Corporate segment. The swap will, unless the derivative contract is amended, mature in 2009.

We may be required to post collateral with the counterparty if the swap is in an out-of-the-money position. If our credit ratings with Standard & Poor's and Moody's with regard to our long-term debt remain at an investment grade level, we are required to post collateral for only that portion of the out-of-the-money liability exceeding $20.0 million. If our credit ratings fall below investment grade with either ratings service, we must post collateral for the entire out-of-the-money liability.

13. EMPLOYEE RETIREMENT AND POST-EMPLOYMENT PLANS

We offer defined benefit retirement plans in Canada, the United States and the United Kingdom that cover substantially all of our employees. Additionally, we offer other postretirement benefits to the majority of our Canadian and U.S. employees. On July 1, 2008, substantially all of the defined benefit and other postretirement benefit plans post-employment benefit obligations and related plan assets in the United States were transferred to MillerCoors.

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

13. EMPLOYEE RETIREMENT AND POST-EMPLOYMENT PLANS (Continued)

The net periodic pension costs under retirement plans and other postretirement benefits were as follows:

		Thirteen Weeks Ended September 28, 2008

		Canada plans			U.S. plans		U.K. plans			Total
		(In millions)
Defined Benefit Plans
	Service cost	$	8.1		$	—	$	6.7		$	14.8
	Interest cost		23.7			—		32.4			56.1
	Expected return on plan assets		(30.2	)		—		(38.1	)		(68.3	)
	Administrative expenses		0.6			—		1.2			1.8
	Amortization of prior service cost (benefit)		0.4			—		(0.5	)		(0.1	)
	Amortization of net actuarial loss		—			—		0.3			0.3
	Less expected participant contributions		(0.7	)		—		(1.1	)		(1.8	)

	Net periodic pension cost	$	1.9		$	—	$	0.9		$	2.8

Other Postretirement Benefits
	Service cost—benefits earned during the period	$	2.4		$	—	$	—		$	2.4
	Interest cost on projected benefit obligation		3.9			—		—			3.9
	Amortization of prior service cost		—			—		—			—
	Amortization of net actuarial loss		0.1			—		—			0.1

	Net periodic postretirement benefit cost	$	6.4		$	—	$	—		$	6.4

		Thirteen Weeks Ended September 30, 2007

		Canada plans			U.S. plans			U.K. plans			Total
		(In millions)
Defined Benefit Plans
	Service cost	$	8.7		$	4.3		$	10.3		$	23.3
	Interest cost		22.7			14.3			33.2			70.2
	Expected return on plan assets		(28.5	)		(17.5	)		(41.0	)		(87.0	)
	Amortization of prior service cost (benefit)		0.4			—			10.3			10.7
	Amortization of net actuarial loss		—			3.5			0.3			3.8
	Less expected participant contributions		(1.0	)		—			(2.7	)		(3.7	)
	Curtailment gain		(1.6	)		—			—			(1.6	)
	Special termination benefits		2.0			—			—			2.0

	Net periodic pension cost (benefit)	$	2.7		$	4.6		$	10.4		$	17.7

Other Postretirement Benefits
	Service cost—benefits earned during the period	$	2.4		$	0.6		$	—		$	3.0
	Interest cost on projected benefit obligation		3.7			2.0			—			5.7
	Amortization of prior service cost		—			0.1			—			0.1
	Amortization of net actuarial loss		0.4			0.8			—			1.2

	Net periodic postretirement benefit cost	$	6.5		$	3.5		$	—		$	10.0

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

13. EMPLOYEE RETIREMENT AND POST-EMPLOYMENT PLANS (Continued)

		Thirty-Nine Weeks Ended September 28, 2008

		Canada plans			U.S. plans			U.K. plans			Total
		(In millions)
Defined Benefit Plans
	Service cost	$	24.8		$	8.3		$	20.8		$	53.9
	Interest cost		72.6			29.9			100.1			202.6
	Expected return on plan assets		(92.6	)		(35.1	)		(117.7	)		(245.4	)
	Administrative expenses		1.9			0.6			3.7			6.2
	Amortization of prior service cost (benefit)		1.1			(0.2	)		(1.5	)		(0.6	)
	Amortization of net actuarial loss		—			4.1			0.8			4.9
	Less expected participant contributions		(2.1	)		—			(3.4	)		(5.5	)

	Net periodic pension cost	$	5.7		$	7.6		$	2.8		$	16.1

Other Postretirement Benefits
	Service cost—benefits earned during the period	$	7.3		$	1.2		$	—		$	8.5
	Interest cost on projected benefit obligation		12.1			4.7			—			16.8
	Amortization of prior service cost		—			0.2			—			0.2
	Amortization of net actuarial loss		0.4			2.1			—			2.5

	Net periodic postretirement benefit cost	$	19.8		$	8.2		$	—		$	28.0

		Thirty-Nine Weeks Ended September 30, 2007

		Canada plans			U.S. plans			U.K. plans			Total
		(In millions)
Defined Benefit Plans
	Service cost	$	24.8		$	13.0		$	30.2		$	68.0
	Interest cost		64.5			43.0			89.5			197.0
	Expected return on plan assets		(81.1	)		(52.5	)		(120.9	)		(254.5	)
	Amortization of prior service cost (benefit)		1.1			—			7.1			8.2
	Amortization of net actuarial loss		—			10.4			2.9			13.3
	Less expected participant contributions		(2.7	)		—			(7.8	)		(10.5	)
	Curtailment gain		(1.6	)		—			—			(1.6	)
	Special termination benefits		2.0			—			—			2.0

	Net periodic pension cost	$	7.0		$	13.9		$	1.0		$	21.9

Other Postretirement Benefits
	Service cost—benefits earned during the period	$	6.9		$	2.0		$	—		$	8.9
	Interest cost on projected benefit obligation		10.5			5.9			—			16.4
	Amortization of prior service cost		—			0.2			—			0.2
	Amortization of net actuarial loss		1.0			2.5			—			3.5

	Net periodic postretirement benefit cost	$	18.4		$	10.6		$	—		$	29.0

During the third quarter of 2008, employer contributions paid to the defined benefit plans were $38.4 million and $7.6 million for Canada and U.K. plans, respectively. Contributions paid to the

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

13. EMPLOYEE RETIREMENT AND POST-EMPLOYMENT PLANS (Continued)

defined benefit plans for the first three quarters of 2008 were $92.3 million, $0.5 million, and $21.3 million for Canada, U.S. and U.K. plans, respectively. Expected total fiscal year 2008 employer contributions to Canada, U.S. and U.K. defined benefits plans are approximately $138 million.

14. COMMITMENTS AND CONTINGENCIES

We have various long-term non-cancelable commitments for advertising, sponsorships and promotions, including marketing at sports arenas, stadiums and other venues and events. From time to time, MCBC guarantees the financial performance under certain contracts on behalf of its subsidiaries. With the formation of MillerCoors, commitments associated with advertising and promotions at our consolidated subsidiaries decreased significantly from amounts disclosed as of December 30, 2007. At September 28, 2008, these future commitments are as follows:

		Amount

		(In millions)
2008 - remaining		$	93.0
2009			66.8
2010			46.1
2011			42.6
2012			29.0
Thereafter			90.8

	Total	$	368.3

Total advertising expense was $105.6 million and $533.0 million for the thirteen and thirty-nine weeks ended September 28, 2008, respectively. For the thirteen and thirty-nine weeks ended September 30, 2007, total advertising expense was $231.0 million and $654.2 million, respectively.

Kaiser and Other Indemnity Obligations

Kaiser

As discussed in Note 7, we sold our entire equity interest in Kaiser during 2006 to FEMSA. The terms of the sale agreement require us to indemnify FEMSA for certain exposures related to tax, civil and labor contingencies arising prior to FEMSA's purchase of Kaiser. First, we provided a full indemnity for any losses Kaiser may incur with respect to tax claims associated with certain previously utilized purchased tax credits. The maximum potential claims amount in this regard, including estimated accumulated legal penalties and interest, was $386 million as of September 28, 2008. Our estimate of the fair value of the indemnity liability associated with the purchased tax credits recorded as of September 28, 2008 was $148.9 million, $4.6 million of which was classified as a current liability and $144.2 million of which was classified as non-current. Our fair value estimates consider a number of scenarios for the ultimate resolution of these issues, the probabilities of which are influenced not only by legal developments in Brazil but also by management's intentions with regard to various alternatives that could present themselves leading to the ultimate resolution of these issues. Our indemnity obligations related to previously purchased tax credits increased by $32.1 million during the first three quarters of 2008, primarily due to changes in estimates regarding amounts that could be

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

14. COMMITMENTS AND CONTINGENCIES (Continued)

paid, the timing of such payments and adjustments to the probabilities assigned to various scenarios, offset by the favorable impacts of a weakening Brazilian currency.

We also provided indemnity related to all other tax, civil and labor contingencies existing as of the date of sale. In this regard, however, FEMSA assumed their full share of all of these contingent liabilities that had been previously recorded or disclosed by us prior to the sale on January 13, 2006. However, we may have to provide indemnity to FEMSA if those contingencies settle at amounts greater than those amounts previously recorded or disclosed by us. We will be able to offset any indemnity exposures in these circumstances with amounts that settle favorably to amounts previously recorded. Our exposure related to these indemnity claims is capped at the amount of the sales price of our 68% equity interest of Kaiser, which was $68 million. As a result of these contract provisions, our fair value estimates include not only probability-weighted potential cash outflows associated with indemnity provisions, but also probability-weighted cash inflows that could result from favorable settlements resulting from negotiation or settlement programs that might arise from the federal or state governments in Brazil. The recorded fair value of the total tax, civil and labor indemnity liability was $15.9 million as of September 28, 2008, $6.1 million of which is classified as a current liability and $9.8 million of which is classified as non-current. These liabilities decreased by $26.6 million during the third quarter of 2008, due primarily to a reduction in the fair value of liabilities associated with certain tax cases for which statutes of limitations have lapsed. The table below presents the change in all other tax, civil, and labor contingencies for the first three quarters of 2008.

Future settlement procedures and related negotiation activities associated with these contingencies are largely outside of our control and will be handled by FEMSA. Indemnity obligations related to purchased tax credits must be paid by us upon notification of FEMSA's settlement with local jurisdictions. Due to the uncertainty involved with the ultimate outcome and timing of these contingencies, significant adjustments to the carrying values of the indemnity obligations have resulted in the past and could result in the future. These liabilities are denominated in Brazilian reals and have been stated at present value and will, therefore, be subject in the future to foreign exchange gains or losses and to accretion cost, both of which will be recognized in the discontinued operations section of the statement of operations.

Other

Molson Canada owns a 19.9% common ownership interest in the Montréal Canadiens professional hockey club (the "Club"), as well as Board representation on the Club and related entities. The shareholders of the Club (the majority owner and Molson Canada) and the National Hockey League ("NHL") are parties to a consent agreement, which requires the purchaser and Molson to abide by funding requirements included in the terms of the shareholders' agreement. In addition, Molson Canada continues to be a guarantor of the majority owner's obligations under a land lease. We have evaluated our risk exposure related to these financial guarantees and recorded $10.4 million for the fair values of these indemnities accordingly.

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

14. COMMITMENTS AND CONTINGENCIES (Continued)

The table below provides a summary of indemnity obligations measured at fair value using significant unobservable inputs (see Note 1) from December 30, 2007, through September 28, 2008:

		Indemnity Obligations

		Kaiser purchased tax credits indemnity reserve			Kaiser tax, civil and labor indemnity reserve			Indemnities associated with Montréal Canadiens			Total indemnity reserves
		(In millions)
Balance at December 30, 2007		$	116.8		$	38.2		$	11.0		$	166.0
	Loss (gains) included in earnings(1)		37.8			(22.0	)		—			15.8
	Foreign exchange transaction loss included in earnings(1)		0.2			2.2			—			2.4
	Foreign exchange translation gain included in other comprehensive income		(5.9	)		(2.5	)		(0.6	)		(9.0	)

Balance at September 28, 2008		$	148.9		$	15.9		$	10.4		$	175.2

(1): All (gains) and losses included in earnings are unrealized and were associated with amounts that were carried on the balance sheet at the beginning and the end of the quarter.

Current liabilities associated with discontinued operations also include current tax liabilities of $10.1 million. Included in current and non-current assets associated with discontinued operations on the balance sheet are $2.0 million and $8.1 million, respectively, of deferred tax assets associated with the indemnity liabilities.

Litigation and Other Disputes

Beginning in May 2005, several purported shareholder class actions were filed in the United States and Canada, including federal courts in Delaware and Colorado and provincial courts in Ontario and Québec, alleging, among other things, that the Company and its affiliated entities, including Molson Inc., and certain officers and directors misled stockholders in connection with the Merger. The Colorado case was transferred to Delaware and consolidated with those cases. The Québec Superior Court heard arguments in October 2007 regarding the plaintiffs' motion to authorize a class action lawsuit in that case. We opposed the motion.

During the first quarter of 2008, the Company agreed in principle with counsel for plaintiffs in all pending securities cases in Delaware, Québec, and Ontario to settle all such claims on a worldwide basis. Pursuant to the settlement, the Company would pay, except one case discussed below, a total of $6.0 million in settlement, which amounts would be paid by the Company's insurance carrier. The settlement agreement is awaiting approval in the various courts in which the cases are pending. This agreement in principle did not settle one remaining case in Delaware. That case seeks to recover on behalf of certain Molson Coors employees who invested in Company securities around the same time through two employee retirement savings plans. The complaint in that case essentially relies on the same allegations as the other shareholder lawsuits. This case has been settled for $0.2 million, an amount that will be paid by the Company's insurance carrier.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

14. COMMITMENTS AND CONTINGENCIES (Continued)

CBL replaced a bonus plan in the United Kingdom with a different plan under which a bonus was not paid in 2003. A group of employees pursued a claim against CBL with respect to this issue with an employment tribunal. During the second quarter of 2005, the tribunal ruled against CBL. CBL appealed this ruling, and the appeal was heard in the first quarter of 2006, where most impacts of the initial tribunal judgments were overturned. However, the employment appeal tribunal remitted two specific issues back to a new employment tribunal. CBL appealed the employment appeal tribunal's judgment. In January 2007, the appeal decision ruled in the Company's favor, holding that the employment tribunal had no jurisdiction to hear the employees' claims, and the claims were dismissed. Employee claims in this matter were filed during the third quarter of 2008 in a U.K. county court. A trial date is expected in 2009. CBL will defend the claims vigorously. If CBL were held to be liable to the claimants, the amount of the liability would be immaterial. If such liabilities were asserted by other groups of employees and upheld in subsequent litigation, the potential loss could be higher.

We are involved in other disputes and legal actions arising in the ordinary course of our business. While it is not feasible to predict or determine the outcome of these proceedings, in our opinion, based on a review with legal counsel, none of these disputes and legal actions is expected to have a material impact on our consolidated financial position, results of operations or cash flows. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters, may arise from time to time that may harm our business.

Environmental

When we determine that it is probable that a liability for environmental matters or other legal actions exists and the amount of the loss is reasonably estimable, an estimate of the future costs are recorded as a liability in the financial statements. Costs that extend the life, increase the capacity or improve the safety or efficiency of Company-owned assets or are incurred to mitigate or prevent future environmental contamination may be capitalized. Other environmental costs are expensed when incurred.

From time to time, we have been notified that we are or may be a potentially responsible party (PRP) under the Comprehensive Environmental Response, Compensation and Liability Act or similar state laws for the cleanup of other sites where hazardous substances have allegedly been released into the environment. We cannot predict with certainty the total costs of cleanup, our share of the total cost, the extent to which contributions will be available from other parties, the amount of time necessary to complete the cleanups or insurance coverage.

We are one of a number of entities named by the Environmental Protection Agency ("EPA") as a PRP at the Lowry Superfund site. This landfill is owned by the City and County of Denver ("Denver") and is managed by Waste Management of Colorado, Inc. ("Waste Management"). In 1990, we recorded a pretax charge of $30 million, a portion of which was put into a trust in 1993 as part of a settlement with Denver and Waste Management regarding the then-outstanding litigation. Our settlement was based on an assumed remediation cost of $120 million (in 1992 adjusted dollars). We are obligated to pay a portion of future costs, if any, in excess of that amount.

Waste Management provides us with updated annual cost estimates through 2032. We reviewed these cost estimates in the assessment of our accrual related to this issue. We use certain assumptions

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

14. COMMITMENTS AND CONTINGENCIES (Continued)

that differ from Waste Management's estimates to assess our expected liability. Our expected liability (based on the $120 million threshold being met) is based on our best estimates available.

The assumptions used are as follows:

•: trust management costs are included in projections with regard to the $120 million threshold, but are expensed only as incurred;
•: income taxes, which we believe are not an included cost, are excluded from projections with regard to the $120 million threshold;
•: a 2.5% inflation rate for future costs; and
•: certain operations and maintenance costs were discounted using a 4.70% risk-free rate of return.

Based on these assumptions, the present value and gross amount of the costs at September 28, 2008, are approximately $2.3 million and $3.8 million, respectively. Accordingly, we believe that the existing liability is adequate as of September 28, 2008. We did not assume any future recoveries from insurance companies in the estimate of our liability, and none are expected.

Considering the estimates extend through the year 2032 and the related uncertainties at the site, including what additional remedial actions may be required by the EPA, new technologies and what costs are included in the determination of when the $120 million threshold is reached the estimate of our liability may change as further facts develop. We cannot predict the amount of any such change, but additional accruals in the future are possible.

We are aware of groundwater contamination at some of our properties in Colorado resulting from historical, ongoing or nearby activities. There may also be other contamination of which we are currently unaware.

In October 2006 we were notified by the EPA that we are a PRP, along with approximately 60 other parties, at the Cooper Drum site in southern California. Certain of Molson's former non-beer business operations, which were discontinued and sold in the mid-1990s, were involved at this site. We responded to the EPA with information regarding our past involvement with the site. We are not yet able to estimate any potential liability associated with this site.

During the third quarter of 2008 we were notified by the EPA that we are a PRP, along with others, at the East Rutherford and Barry's Creek sites in New Jersey. Certain of Molson's former non-beer business operations, which were discontinued and sold in the mid-1990s, were involved at this site. We have accrued an estimated liability in the amount of $3.6 million during the third quarter of 2008.

While we cannot predict the eventual aggregate cost for environmental and related matters in which we are currently involved, we believe that any payments, if required, for these matters would be made over a period of time in amounts that would not be material in any one year to our operating results, cash flows or our financial or competitive position. We believe adequate reserves have been provided for losses that are probable and estimable.

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

15. OTHER COMPREHENSIVE (LOSS) INCOME

The following summarizes the components of other comprehensive (loss) income:

		Thirteen Weeks Ended						Thirty-Nine Weeks Ended

		September 28, 2008			September 30, 2007			September 28, 2008			September 30, 2007
		(In millions)
Net income		$	173.2		$	134.7		$	291.3		$	324.0

Other comprehensive (loss) income:
	Foreign currency translation adjustments, net of tax		(229.8	)		362.2			(375.1	)		796.1
	Currency effect on pension liability, net of tax		9.6			(6.4	)		11.4			(13.9	)
	Pension and other postretirement benefit adjustments, net of tax		0.5			(20.8	)		5.4			(14.8	)
	Unrealized (losses) gains on derivative instruments, net of tax		(5.3	)		(12.9	)		12.2			(5.4	)
	Reclassification adjustment—derivative instruments, net of tax		(0.8	)		0.6			(1.7	)		(1.5	)
	Ownership share of MillerCoors other comprehensive income, net of tax(1)		(53.0	)		—			(53.0	)		—

	Total other comprehensive (loss) income		(278.8	)		322.7			(400.8	)		760.5

Comprehensive (loss) income		$	(105.6	)	$	457.4		$	(109.5	)	$	1,084.5

(1): Consisting of unrealized gains and losses on derivative instruments, and changes to pension liabilities related to our proportional share of MillerCoors, reported net of our effective tax rate.

16. SUPPLEMENTAL GUARANTOR INFORMATION

MCBC ("Parent Guarantor and 2007 Issuer") issued $575.0 million of 2.5% Convertible Senior Notes due July 30, 2013, in a registered offering on June 15, 2007. The convertible notes are guaranteed on a senior unsecured basis by CBC ("2002 Issuer"), Molson Coors International, LP and Molson Coors Capital Finance ULC (together the "2005 Issuers") and certain significant subsidiaries ("Subsidiary Guarantors").

On May 7, 2002, the 2002 Issuer completed a public offering of $850.0 million principal amount of 6.375% Senior notes due 2012. During the first quarter of 2008, $180.4 million of the Senior notes was extinguished by using existing cash resources (see Note 11). During the third quarter of 2007, $625.0 million of the Senior notes was extinguished by the proceeds received from the 2.5% Convertible Senior Notes issued June 15, 2007 and cash on hand. The remaining outstanding Senior notes are guaranteed on a senior and unsecured basis by the Parent Guarantor and 2007 Issuer, 2005 Issuers and Subsidiary Guarantors. The guarantees are full and unconditional and joint and several.

On September 22, 2005, the 2005 Issuers completed a public offering of $1.1 billion principal amount of Senior notes composed of USD $300 million 4.85% notes due 2010 and CAD $900 million

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

16. SUPPLEMENTAL GUARANTOR INFORMATION (Continued)

5.00% notes due 2015. The notes were issued with registration rights and are guaranteed on a senior and unsecured basis by Parent Guarantor and 2007 Issuer, 2002 Issuer and Subsidiary Guarantors. The guarantees are full and unconditional and joint and several. Funds necessary to meet the 2005 Issuers' debt service obligations are provided in large part by distributions or advances from MCBC's other subsidiaries, including Molson Inc., a non-guarantor. Under certain circumstances, contractual and legal restrictions, as well as our financial condition and operating requirements, could limit the 2005 Issuers ability to obtain cash for the purpose of meeting its debt service obligation, including the payment of principal and interest on the notes.

On April 10, 2007, we undertook an internal reorganization resulting in certain transfers and realignment of assets, liabilities and subsidiaries. As a result of these changes, as well as amendments to the indentures covered, the $1.1 billion principal amount of Senior notes composed of USD $300 million 4.85% notes due 2010 and CAD $900 million 5.00% notes due 2015 are now also a liability of a new subsidiary, Molson Coors International, LP. The internal reorganization changed the legal structure of the guarantees, mainly affecting the presentation of the 2002 Issuer, the 2005 Issuers, Subsidiary Guarantors, and Subsidiary Non-Guarantors. While there were no significant changes with regard to the status of any entity as a guarantor or non-guarantor, the internal ownership changes resulted in our Canadian and U.K. businesses, which were formally owned by 2002 Issuer, now being majority-owned by a 2005 Issuer. Prior period amounts have not been restated to reflect the new ownership structure which did not exist in prior periods. Any changes to the status of a subsidiary as a guarantor or non-guarantor were not material.

On June 30, 2008, Molson Canada 2005, an indirect wholly owned subsidiary of Molson Coors, guaranteed the obligations of Molson Coors under the Credit Agreements dated as of March 2, 2005. As a result of such guarantee, Molson Canada 2005 became a guarantor under the following (i) the indenture related to the Senior notes dated as of May 7, 2002 and as supplemented; (ii) the indenture related to the Senior notes dated September 22, 2005 and as supplemented; and (iii) the indenture related to the Senior convertible notes dated June 15, 2007 and as supplemented. This change is effective for our 2008 third quarter and was reflected accordingly with the appropriate reclassifications to the prior period condensed consolidated financial statements.

The following information sets forth Condensed Consolidating Statements of Operations for the thirteen and thirty-nine weeks ended September 28, 2008, and September 30, 2007, Condensed Consolidating Balance Sheets as of September 28, 2008, and December 30, 2007, and Condensed Consolidating Statements of Cash Flows for the thirty-nine weeks ended September 28, 2008 and September 30, 2007. Investments in subsidiaries are accounted for on the equity method; accordingly, entries necessary to consolidate the Parent Guarantor, the Issuers and all of our subsidiaries are reflected in the eliminations column. In the opinion of management, separate complete financial statements of the Issuers and the Subsidiary Guarantors would not provide additional material information that would be useful in assessing their financial composition.

Consolidated stockholders' equity is equal to that of MCBC, which is the Parent Guarantor and 2007 Issuer, and of Molson Coors Canada, Inc., which is a Subsidiary Non-Guarantor. Molson Coors Canada, Inc. is the issuer of exchangeable shares, which former Molson shareholders received in the Merger.

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

16. SUPPLEMENTAL GUARANTOR INFORMATION (Continued)

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THIRTEEN WEEKS ENDED SEPTEMBER 28, 2008
(IN MILLIONS)
(UNAUDITED)

		Parent Guarantor and 2007 Issuer			2002 Issuer			2005 Issuers			Subsidiary Guarantors			Subsidiary Non Guarantors			Eliminations			Consolidated

Sales		$	—		$	46.1		$	—		$	675.1		$	652.6		$	—		$	1,373.8
Excise taxes			—			(1.9	)		—			(163.8	)		(287.0	)		—			(452.7	)

	Net sales		—			44.2			—			511.3			365.6			—			921.1
Cost of goods sold			—			(38.7	)		—			(251.6	)		(234.1	)		—			(524.4	)
Equity in subsidiary earnings			264.3			(202.3	)		163.8			—			—			(225.8	)		—

	Gross profit		264.3			(196.8	)		163.8			259.7			131.5			(225.8	)		396.7
Marketing, general and administrative expenses			(16.4	)		(12.1	)		—			(112.0	)		(96.3	)		—			(236.8	)
Equity income in MillerCoors			—			106.5			—			—			—			—			106.5
Special items, net			(21.3	)		(0.3	)		—			(3.0	)		(0.2	)		—			(24.8	)

	Operating income (loss)		226.6			(102.7	)		163.8			144.7			35.0			(225.8	)		241.6
Interest (expense) income, net			(3.7	)		(4.1	)		(14.7	)		1.0			(0.1	)		—			(21.6	)
Other expense, net			13.8			(1.1	)		—			0.3			(5.3	)		—			7.7

	Income (loss) from continuing operations before income taxes		236.7			(107.9	)		149.1			146.0			29.6			(225.8	)		227.7
Income tax (expense) benefit			(63.5	)		213.7			(143.3	)		(59.4	)		(4.5	)		—			(57.0	)

	Income from continuing operations before minority interests		173.2			105.8			5.8			86.6			25.1			(225.8	)		170.7
Minority interests in net income of consolidated entities			—			—			—			0.1			(0.8	)		—			(0.7	)

	Income from continuing operations		173.2			105.8			5.8			86.7			24.3			(225.8	)		170.0
Gain from discontinued operations, net of tax			—			—			—			—			3.2			—			3.2

	Net income	$	173.2		$	105.8		$	5.8		$	86.7		$	27.5		$	(225.8	)	$	173.2

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MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

16. SUPPLEMENTAL GUARANTOR INFORMATION (Continued)

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THIRTEEN WEEKS ENDED SEPTEMBER 30, 2007
(IN MILLIONS)
(UNAUDITED)

		Parent Guarantor and 2007 Issuer			2002 Issuer			2005 Issuers			Subsidiary Guarantors			Subsidiary Non Guarantors			Eliminations			Consolidated

Sales		$	—		$	770.3		$	—		$	746.8		$	740.1		$	—		$	2,257.2
Excise taxes			—			(114.1	)		—			(157.9	)		(299.8	)		—			(571.8	)

	Net sales		—			656.2			—			588.9			440.3			—			1,685.4
Cost of goods sold			—			(413.1	)		—			(293.3	)		(280.9	)		—			(987.3	)
Equity in subsidiary earnings			194.6			32.6			143.5			—			—			(370.7	)		—

	Gross profit		194.6			275.7			143.5			295.6			159.4			(370.7	)		698.1
Marketing, general and administrative expenses			(21.1	)		(201.8	)		—			(129.1	)		(109.1	)		—			(461.1	)
Special items, net			(2.0	)		(2.8	)		—			(43.3	)		(7.2	)		—			(55.3	)

	Operating income		171.5			71.1			143.5			123.2			43.1			(370.7	)		181.7
Interest (expense) income, net			(2.5	)		(34.2	)		(14.6	)		2.3			0.3			—			(48.7	)
Other income, net			0.4			0.4			—			0.7			0.4			—			1.9

	Income from continuing operations before income taxes		169.4			37.3			128.9			126.2			43.8			(370.7	)		134.9
Income tax (expense) benefit			(34.7	)		(28.9	)		61.6			0.1			7.6			—			5.7

	Income from continuing operations before minority interests		134.7			8.4			190.5			126.3			51.4			(370.7	)		140.6
Minority interests in net income of consolidated entities			—			—			—			—			(5.5	)		—			(5.5	)

	Income from continuing operations		134.7			8.4			190.5			126.3			45.9			(370.7	)		135.1
Loss from discontinued operations, net of tax			—			—			—			—			(0.4	)		—			(0.4	)

	Net income	$	134.7		$	8.4		$	190.5		$	126.3		$	45.5		$	(370.7	)	$	134.7

Table of Contents

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

16. SUPPLEMENTAL GUARANTOR INFORMATION (Continued)

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008
(IN MILLIONS)
(UNAUDITED)

		Parent Guarantor and 2007 Issuer			2002 Issuer			2005 Issuers			Subsidiary Guarantors			Subsidiary Non Guarantors			Eliminations			Consolidated

Sales		$	—		$	1,713.2		$	—		$	1,898.0		$	1,938.3		$	—		$	5,549.5
Excise taxes			—			(231.3	)		—			(440.6	)		(842.4	)		—			(1,514.3	)

	Net sales		—			1,481.9			—			1,457.4			1,095.9			—			4,035.2
Cost of goods sold			—			(928.9	)		—			(752.1	)		(711.9	)		—			(2,392.9	)
Equity in subsidiary earnings			454.2			(81.4	)		338.8			—			—			(711.6	)		—

	Gross profit		454.2			471.6			338.8			705.3			384.0			(711.6	)		1,642.3
Marketing, general and administrative expenses			(84.2	)		(409.2	)		—			(344.9	)		(298.3	)		—			(1,136.6	)
Equity income in MillerCoors			—			106.5			—			—			—			—			106.5
Special items, net			(56.3	)		(43.2	)		—			(31.2	)		(5.4	)		—			(136.1	)

	Operating income		313.7			125.7			338.8			329.2			80.3			(711.6	)		476.1
Interest (expense) income, net			(10.0	)		(27.9	)		(45.3	)		3.1			(0.9	)		—			(81.0	)
Other expense, net			13.7			(1.3	)		—			(1.3	)		(4.7	)		—			6.4

	Income from continuing operations before income taxes		317.4			96.5			293.5			331.0			74.7			(711.6	)		401.5
Income tax (expense) benefit			(26.2	)		25.0			(59.1	)		(9.3	)		(10.9	)		—			(80.5	)

	Income from continuing operations before minority interests		291.2			121.5			234.4			321.7			63.8			(711.6	)		321.0
Minority interests in net income of consolidated entities			—			—			—			0.1			(11.7	)		—			(11.6	)

	Income from continuing operations		291.2			121.5			234.4			321.8			52.1			(711.6	)		309.4
Loss from discontinued operations, net of tax			—			—			—			—			(18.1	)		—			(18.1	)

	Net income	$	291.2		$	121.5		$	234.4		$	321.8		$	34.0		$	(711.6	)	$	291.3

Table of Contents

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

16. SUPPLEMENTAL GUARANTOR INFORMATION (Continued)

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THIRTY-NINE WEEKS ENDED SEPTEMBER 30, 2007
(IN MILLIONS)
(UNAUDITED)

		Parent Guarantor and 2007 Issuer			2002 Issuer			2005 Issuer			Subsidiary Guarantors			Subsidiary Non Guarantors			Eliminations			Consolidated

Sales		$	—		$	2,166.9		$	—		$	1,944.8		$	2,040.8		$	—		$	6,152.5
Excise taxes			—			(319.6	)		—			(409.0	)		(833.6	)		—			(1,562.2	)

	Net sales		—			1,847.3			—			1,535.8			1,207.2			—			4,590.3
Cost of goods sold			(0.1	)		(1,148.8	)		—			(810.4	)		(765.1	)		—			(2,724.4	)
Equity in subsidiary earnings			409.5			34.1			346.3			—			—			(789.9	)		—

	Gross profit		409.4			732.6			346.3			725.4			442.1			(789.9	)		1,865.9
Marketing, general and administrative expenses			(63.3	)		(559.2	)		—			(365.0	)		(327.3	)		—			(1,314.8	)
Special items, net			(2.0	)		(2.8	)		—			(71.5	)		(12.6	)		—			(88.9	)

	Operating income		344.1			170.6			346.3			288.9			102.2			(789.9	)		462.2
Interest (expense) income, net			—			(62.7	)		(41.9	)		4.6			—			—			(100.0	)
Other income (expense), net			0.6			1.3			0.2			18.8			(2.8	)		—			18.1

	Income from continuing operations before income taxes		344.7			109.2			304.6			312.3			99.4			(789.9	)		380.3
Income tax (expense) benefit			(20.6	)		(12.6	)		(22.9	)		(0.1	)		28.2			—			(28.0	)

	Income from continuing operations before minority interests		324.1			96.6			281.7			312.2			127.6			(789.9	)		352.3
Minority interests in net income of consolidated entities			—			—			—			0.1			(13.7	)		—			(13.6	)

	Income from continuing operations		324.1			96.6			281.7			312.3			113.9			(789.9	)		338.7
Loss from discontinued operations, net of tax			—			—			—			—			(14.7	)		—			(14.7	)

	Net income	$	324.1		$	96.6		$	281.7		$	312.3		$	99.2		$	(789.9	)	$	324.0

Table of Contents

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

16. SUPPLEMENTAL GUARANTOR INFORMATION (Continued)

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
AS OF SEPTEMBER 28, 2008
(IN MILLIONS)
(UNAUDITED)

		Parent Guarantor and 2007 Issuer			2002 Issuer			2005 Issuers			Subsidiary Guarantors		Subsidiary Non Guarantors			Eliminations			Consolidated

Assets
Current assets:
	Cash and cash equivalents	$	139.3		$	0.4		$	0.1		$	54.7	$	140.0		$	—		$	334.5
	Accounts receivable, net		4.1			18.6			—			149.9		418.8			—			591.4
	Other receivables, net		0.4			19.8			(6.3	)		31.7		71.0			—			116.6
	Total inventories, net		—			—			—			138.3		93.1			—			231.4
	Other assets, net		18.4			4.6			—			18.4		47.1			—			88.5
	Deferred tax assets		(18.1	)		17.5			—			—		0.6			—			—
	Discontinued operations		—			—			—			—		2.0			—			2.0

Total current assets			144.1			60.9			(6.2	)		393.0		772.6			—			1,364.4
Properties, net			25.8			1.4			—			709.1		814.1			—			1,550.4
Goodwill			—			11.4			—			325.3		1,250.4			—			1,587.1
Other intangibles, net			—			52.9			—			4,205.7		417.9			—			4,676.5
Investment in MillerCoors			—			2,698.0			—			—		—			—			2,698.0
Net investment in and advances to subsidiaries			6,438.8			(1,379.8	)		5,366.8			—		—			(10,425.8	)		—
Deferred tax assets			184.3			(77.4	)		100.7			15.1		(26.5	)		—			196.2
Other assets			15.7			17.5			4.8			67.6		133.8			—			239.4
Discontinued operations			—			—			—			—		8.1			—			8.1

Total assets		$	6,808.7		$	1,384.9		$	5,466.1		$	5,715.8	$	3,370.4		$	(10,425.8	)	$	12,320.1

Liabilities and stockholders' equity
Current liabilities:
	Accounts payable	$	12.0		$	40.8		$	—		$	84.5	$	123.8		$	—		$	261.1
	Accrued expenses and other liabilities		19.7			26.0			6.6			303.2		518.3			—			873.8
	Deferred tax liability		30.7			—			—			—		136.3			—			167.0
	Short-term borrowings and current portion of long-term debt		—			0.3			(0.2	)		0.5		—			—			0.6
	Discontinued operations		—			—			—			—		20.9			—			20.9

Total current liabilities			62.4			67.1			6.4			388.2		799.3			—			1,323.4
Long-term debt			575.0			45.4			1,169.5			—		204.3			—			1,994.2
Deferred tax liability			2.2			(2.0	)		—			—		550.8			—			551.0
Other liabilities			6.5			199.6			84.3			461.3		397.4			—			1,149.1
Discontinued operations			—			—			—			—		154.0			—			154.0

Total liabilities			646.1			310.1			1,260.2			849.5		2,105.8			—			5,171.7
Minority interests			—			—			—			5.9		3.0			—			8.9
Total stockholders' equity			6,162.6			1,074.8			4,205.9			4,860.4		1,261.6			(10,425.8	)		7,139.5

Total liabilities and stockholders' equity		$	6,808.7		$	1,384.9		$	5,466.1		$	5,715.8	$	3,370.4		$	(10,425.8	)	$	12,320.1

Table of Contents

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

16. SUPPLEMENTAL GUARANTOR INFORMATION (Continued)

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
AS OF DECEMBER 30, 2007
(IN MILLIONS)
(UNAUDITED)

		Parent Guarantor and 2007 Issuer			2002 Issuer			2005 Issuers			Subsidiary Guarantors			Subsidiary Non Guarantors			Eliminations			Consolidated

Assets
Current assets:
	Cash and cash equivalents	$	243.7		$	1.4		$	0.1		$	5.6		$	126.2		$	—		$	377.0
	Accounts receivable, net		—			89.6			—			171.0			497.9			—			758.5
	Other receivables, net		2.6			17.2			4.7			14.8			73.3			—			112.6
	Total inventories, net		—			88.3			—			147.6			133.7			—			369.6
	Other assets, net		24.8			39.7			—			19.9			51.3			—			135.7
	Deferred tax assets		(0.2	)		16.5			—			1.0			0.6			—			17.9
	Discontinued operations		—			—			—			—			5.5			—			5.5

Total current assets			270.9			252.7			4.8			359.9			888.5			—			1,776.8
Properties, net			18.9			925.3			—			904.4			847.6			—			2,696.2
Goodwill			—			76.4			—			934.0			2,336.1			—			3,346.5
Other intangibles, net			—			23.0			—			4,518.9			497.5			—			5,039.4
Net investment in and advances to subsidiaries			6,188.2			(465.8	)		7,229.2			—			—			(12,951.6	)		—
Deferred tax assets			232.3			35.3			101.0			(19.9	)		(11.8	)		—			336.9
Other assets			18.5			18.4			5.8			68.1			139.9			—			250.7
Discontinued operations			—			—			—			—			5.1			—			5.1

Total assets		$	6,728.8		$	865.3		$	7,340.8		$	6,765.4		$	4,702.9		$	(12,951.6	)	$	13,451.6

Liabilities and stockholders' equity
Current liabilities:
	Accounts payable	$	5.9		$	143.7		$	—		$	79.6		$	151.5		$	—		$	380.7
	Accrued expenses and other liabilities		35.8			285.7			22.1			287.1			558.4			—			1,189.1
	Deferred tax liability		—			—			—			—			120.6			—			120.6
	Short-term borrowings and current portion of long-term debt		—			(0.1	)		(0.2	)		—			4.6			—			4.3
	Discontinued operations		—			—			—			—			40.8			—			40.8

Total current liabilities			41.7			429.3			21.9			366.7			875.9			—			1,735.5
Long-term debt			575.0			231.8			1,215.2			—			238.6			—			2,260.6
Deferred tax liability			—			—			—			—			605.4			—			605.4
Other liabilities			32.7			432.8			75.2			493.3			498.0			—			1,532.0
Discontinued operations			—			—			—			—			124.8			—			124.8

Total liabilities			649.4			1,093.9			1,312.3			860.0			2,342.7			—			6,258.3
Minority interests			—			—			—			5.9			37.9			—			43.8
Total stockholders' equity			6,079.4			(228.6	)		6,028.5			5,899.5			2,322.3			(12,951.6	)		7,149.5

Total liabilities and stockholders' equity		$	6,728.8		$	865.3		$	7,340.8		$	6,765.4		$	4,702.9		$	(12,951.6	)	$	13,451.6

Table of Contents

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

16. SUPPLEMENTAL GUARANTOR INFORMATION (Continued)

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008
(IN MILLIONS)
(UNAUDITED)

		Parent Guarantor and 2007 Issuer			2002 Issuer			2005 Issuers			Subsidiary Guarantors			Subsidiary Non Guarantors			Consolidated

Net cash (used in) provided by operating activities		$	(139.2	)	$	45.8		$	(93.5	)	$	344.4		$	238.1		$	395.6

CASH FLOWS FROM INVESTING ACTIVITIES:
	Additions to properties and intangible assets		(11.2	)		(52.8	)		—			(37.2	)		(75.3	)		(176.5	)
	Proceeds from sales of properties and intangible assets, net		—			28.8			—			1.0			5.9			35.7
	Proceeds from sale of investment securities, net		22.8			—			—			—			—			22.8
	Investment in and advances to MillerCoors		—			(78.8	)		—			—			—			(78.8	)
	Investment in and advances to an unconsolidated affiliate		—			—			—			6.4			(15.4	)		(9.0	)
	Trade loan repayments from customers		—			—			—			—			20.4			20.4
	Trade loans advanced to customers		—			—			—			—			(27.9	)		(27.9	)
	Other		(1.9	)		0.2			—			—			—			(1.7	)

Net cash provided by (used in) investing activities			9.7			(102.6	)		—			(29.8	)		(92.3	)		(215.0	)

CASH FLOWS FROM FINANCING ACTIVITIES:
	Issuances of stock under equity compensation plans		51.6			—			—			—			—			51.6
	Dividends paid		(87.0	)		—			—			—			(15.2	)		(102.2	)
	Dividends paid to minority interest holders		—			—			—			(8.4	)		(11.9	)		(20.3	)
	Proceeds from long-term borrowings		—			—			—			—			16.0			16.0
	Payments on long-term debt and capital lease obligations		—			(180.4	)		—			(0.4	)		(0.4	)		(181.2	)
	Proceeds from short-term borrowings		—			—			—			41.0			0.8			41.8
	Payments on short-term borrowings		—			—			—			(39.9	)		(0.9	)		(40.8	)
	Net proceeds from revolving credit facilities		—			—			—			—			1.0			1.0
	Change in overdraft balances and other		(0.9	)		(16.4	)		—			16.7			2.7			2.1
	Settlements of debt-related derivatives		—			12.0			—			0.5			(0.5	)		12.0
	Net activity in investments and advances (to) from subsidiaries		61.3			240.7			93.5			(274.8	)		(120.7	)		—

Net cash provided by (used in) financing activities			25.0			55.9			93.5			(265.3	)		(129.1	)		(220.0	)

CASH AND CASH EQUIVALENTS:
	Net (decrease) increase in cash and cash equivalents		(104.5	)		(0.9	)		—			49.3			16.7			(39.4	)
	Effect of foreign exchange rate changes on cash and cash equivalents		—			—			—			—			(3.1	)		(3.1	)
Balance at beginning of year			243.7			1.4			0.1			5.5			126.3			377.0

Balance at end of period		$	139.2		$	0.5		$	0.1		$	54.8		$	139.9		$	334.5

Table of Contents

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2008

16. SUPPLEMENTAL GUARANTOR INFORMATION (Continued)

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE THIRTY-NINE WEEKS ENDED SEPTEMBER 30, 2007
(IN MILLIONS)
(UNAUDITED)

		Parent Guarantor and 2007 Issuer			2002 Issuer			2005 Issuers			Subsidiary Guarantors			Subsidiary Non Guarantors			Consolidated

Net cash (used in) provided by operating activities		$	(75.9	)	$	19.6		$	285.5		$	336.7		$	(237.3	)	$	328.6

CASH FLOWS FROM INVESTING ACTIVITIES:
	Additions to properties and intangible assets		(4.8	)		(109.3	)		—			(39.5	)		(175.8	)		(329.4	)
	Proceeds from sales of properties and intangible assets, net		—			0.9			—			29.6			5.1			35.6
	Trade loan repayments from customers		—			—			—			—			22.9			22.9
	Trade loans advanced to customers		—			—			—			—			(20.9	)		(20.9	)
	Other		—			0.2			—			—			(26.7	)		(26.5	)

Net cash used in investing activities			(4.8	)		(108.2	)		—			(9.9	)		(195.4	)		(318.3	)

CASH FLOWS FROM FINANCING ACTIVITIES:
	Issuances of stock under equity compensation plans		179.3			—			—			—			—			179.3
	Excess income tax benefits from share-based compensation		20.9			—			—			—			—			20.9
	Dividends paid		(69.6	)		—			—			—			(29.5	)		(99.1	)
	Proceeds from (payments on) issuances of long-term debt		575.0			—			—			—			—			575.0
	Payments on long-term debt and capital lease obligations		—			(625.7	)		—			(0.3	)		(0.2	)		(626.2	)
	Proceeds from short-term borrowings		—			—			—			30.9			148.2			179.1
	Payments on short-term borrowings		—			—			—			(31.3	)		(129.9	)		(161.2	)
	Sale of warrants		57.0			—			—			—			—			57.0
	Purchase of call options		(106.7	)		—			—			—			—			(106.7	)
	Net proceeds from commercial paper		—			—			—			—			—			—
	Net payments on revolving credit facilities		—			—			—			(5.5	)		13.5			8.0
	Change in overdraft balances and other		(11.3	)		15.6			—			—			(1.5	)		2.8
	Net activity in investments and advances (to) from subsidiaries		(533.4	)		701.8			(285.5	)		(328.7	)		445.8			—

Net cash provided by (used in) financing activities			111.2			91.7			(285.5	)		(334.9	)		446.4			28.9

CASH AND CASH EQUIVALENTS:
	Net increase (decrease) in cash and cash equivalents		30.5			3.1			—			(8.1	)		13.7			39.2
	Effect of foreign exchange rate changes on cash and cash equivalents		—			—			—			1.9			8.0			9.9
Balance at beginning of year			81.1			1.8			—			16.4			82.9			182.2

Balance at end of period		$	111.6		$	4.9		$	—		$	10.2		$	104.6		$	231.3

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is provided as a supplement to, and should be read in conjunction with, our audited consolidated financial statements, the accompanying notes, and the MD&A included in our Annual Report on Form 10-K for the fiscal year ended December 30, 2007, as well as our unaudited consolidated financial statements and the accompanying notes included in this Form 10-Q.

On March 5, 2008, we announced the creation of the Global Brand and Market Development organization ("Global Markets"), whose objectives are to grow and expand our business and brand portfolios in global development markets. As a result of this decision, our current businesses in Asia, Continental Europe, Mexico, and the Caribbean (not including Puerto Rico) are now included in Global Markets and combined with our corporate business activities, Corporate also includes corporate interest and certain other general and administrative costs that are not allocated to any of the operating segments. In order to reflect this change, the former Europe segment has been re-named as the United Kingdom segment ("U.K.") and includes the results of operations of the United Kingdom and the results of our royalty arrangements in the Republic of Ireland. The United States segment ("U.S.") now represents only the United States and Puerto Rico. As a result of the realignment, prior period amounts have been classified to conform to the current operating structure described above.

Effective July 1, 2008, Molson Coors Brewing Company ("MCBC") and SABMiller plc ("SABMiller") combined the U.S. and Puerto Rico operations of their respective subsidiaries, Coors Brewing Company ("CBC") and Miller Brewing Company ("Miller"). In connection with the closing of the joint venture transaction, each of Molson Coors, CBC, SABMiller and Miller have entered into an Amended and Restated Operating Agreement (the "LLC Operating Agreement"). The LLC Operating Agreement will be the primary operating document governing the joint venture, MillerCoors LLC ("MillerCoors").

Pursuant to the LLC Operating Agreement, MillerCoors has a Board of Directors consisting of five MCBC-appointed directors and five SABMiller-appointed directors. The percentage interests in the profits of MillerCoors are 58% for SABMiller plc and 42% for MCBC, voting interests are shared 50%-50%. Each party to the joint venture has agreed not to transfer its economic or voting interests in the joint venture for a period of five years, and certain rights of first refusal will apply to any subsequent assignment of such interests.

Beginning in the third quarter of 2008, the results and financial position of U.S. operations, which has historically comprised substantially all of our U.S. reporting segment will, in all material respects, be prospectively deconsolidated from MCBC. Also beginning in the third quarter of 2008, our interest in the new combined operations will be accounted for by us under the equity method of accounting. Our equity investment in MillerCoors will represent our U.S. operating segment going forward.

BUSINESS OVERVIEW

Financial Highlights

The following third quarter highlights summarize components of our condensed consolidated summary of operations for the thirteen and thirty-nine weeks ended September 28, 2008 and September 30, 2007. Due to the seasonality of our operating results, quarterly financial results are not

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an appropriate basis from which to project annual results. See "RESULTS OF OPERATIONS" below for further analysis of our reportable segment results.

	Thirteen weeks ended							Thirty-nine weeks ended

	September 28, 2008		September 30, 2007		% change			September 28, 2008		September 30, 2007		% change
	(Volumes in thousands, dollars in millions, except per share data and percentages)
Volume in barrels		4,669		11,141		(58.1	)%		25,453		31,332		(18.8	)%
Net sales	$	921.1	$	1,685.4		(45.3	)%	$	4,035.2	$	4,590.3		(12.1	)%
Income from continuing operations	$	170.0	$	135.1		25.8	%	$	309.4	$	338.7		(8.7	)%
Diluted income per share from continuing operations	$	0.92	$	0.74		24.3	%	$	1.67	$	1.87		(10.7	)%

Consolidated Global Volumes including Proportionate Share of Equity Investments' volume

		Thirteen Weeks Ended							Thirteen Weeks Ended

		September 28, 2008		September 30, 2007		% change			September 28, 2008		September 30, 2007		% change
		(In Thousands)							(In Thousands)
		Actual		Pro forma(1)					Actual		Actual
Volume in U.S. barrels:
	Financial volume		4,669		4,709		(0.8	)%		4,669		11,141		(58.1	)%
	Royalty volume		67		59		13.6	%		67		59		13.6	%

Owned volume			4,736		4,768		(0.7	)%		4,736		11,200		(57.7	)%
	Proportionate share of equity investment sales-to-retail(2)		7,289		7,238		0.7	%		7,289		—		100.0	%

Total worldwide beer volume			12,025		12,006		0.2	%		12,025		11,200		7.4	%

(1): Reflects the reduction of the U.S. segment volume reported for the thirteen weeks ended September 30, 2007.
(2): Reflects the addition of MCBC proportionate share of MillerCoors and Molson Modelo sales-to-retail for the periods presented, adjusted for comparable trading days.

		Thirty-nine Weeks Ended							Thirty-nine Weeks Ended

		September 28, 2008		September 30, 2007		% change			September 28, 2008		September 30, 2007		% change
		(In Thousands)							(In Thousands)
		Actual		Pro forma(1)					Actual		Actual
Volume in U.S. barrels:
	Reported financial volume		25,453		24,901		2.2	%		25,453		31,332		(18.8	)%
	Royalty volume		173		151		14.6	%		173		151		14.6	%

Owned volume			25,626		25,052		2.3	%		25,626		31,483		(18.6	)%
	Proportionate share of equity investment sales-to-retail(2)		7,412		7,352		0.8	%		7,412		—		100.0	%

Total worldwide beer volume			33,038		32,404		2.0	%		33,038		31,483		4.9	%

(1): Reflects the reduction of the U.S. segment volume reported for the thirty-nine weeks ended September 30, 2007.

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(2): Reflects the addition of MCBC proportionate share of MillerCoors and Molson Modelo sales-to-retail for the periods presented, adjusted for comparable trading days.

Third quarter 2008 highlights:

•

Molson Coors leading brands performed strongly in each of the company's major markets:

•: High-single-digit growth of Canadian strategic brands
•: Growth in seven of MillerCoors' twelve largest brands
•: Market share increase for Carling in a difficult U.K. beer market

•

Sales-to-retail on a comparable basis grew 3.7% in Canada, and declined 3.1% in the U.K.

•

The Canadian business is performing well, however, competitive price discounting in Québec, along with continued commodity inflation, challenged Canada's performance during the quarter.

•

The U.K. business has grown market share and net sales per barrel on the strength of its brands, despite an array of U.K. industry challenges.

•

In its first quarter of combined operations, MillerCoors grew trading-day-adjusted sales-to-retail 0.7% in the U.S., and increased revenue per barrel 3%.

•

Additionally, MillerCoors management team expects to accelerate its three-year synergy savings targets by six months versus the original commitment when the joint venture was announced more than a year ago.

•

MCBC acquired an economic exposure to Foster's Group ("Foster's") (ASX:FGL) via a cash settled total return swap arranged in Australia by Deutsche Bank. This swap gives MCBC exposure to nearly five percent of Foster's outstanding common stock.

•

MCBC net income increased 29% to $173.2 million for the third quarter of 2008.

Cost savings initiatives

Our annual 2008 Resources for Growth ("RFG") cost reduction initiatives goal is to achieve $77 million and we have achieved more than 85% of the goal during the first three quarters of the year. In the third quarter of 2008, we realized $19 million of savings, in addition to the $47 million in savings recognized in the first half of 2008.

MillerCoors will absorb some of the RFG cost savings initiative benefits, along with some pre-existing Miller cost savings initiatives. Our 42% proportional share of these savings, which are in addition to the $500 million of committed MillerCoors cost synergies, will enable us to deliver on our overall cost saving commitment.

Income taxes

Discontinued operations

Discontinued operations are associated with the formerly-owned Kaiser business in Brazil. See Part I—Financial Statements, Item 1 Note 7 "DISCONTINUED OPERATIONS" and Note 14 "COMMITMENTS AND CONTINGENCIES" for discussions of the nature of amounts recognized in

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the Discontinued Operations section of the condensed consolidated statements of operations, which consists primarily of amounts associated with indemnity obligations to the owners of Kaiser related to purchased tax credits and other tax, civil and labor issues.

RESULTS OF OPERATIONS

Canada Segment Results of Operations

Our Canada segment consists primarily of Molson's beer business, including the production and sale of the Molson brands, Coors Light and other licensed brands, in Canada. Effective, January 1, 2008, Molson and Grupo Modelo, S.A.B. de C.V. established a joint venture, Molson Modelo Imports ("MMI"), to import, distribute, and market the Modelo beer brand portfolio across all Canadian provinces and territories. Under the new arrangement, Molson's sales team will be responsible for promoting and selling the brands across Canada on behalf of the joint venture. The new alliance will enable Grupo Modelo to effectively tap into the resources and capabilities of Molson to achieve greater distribution coverage in the Western provinces of Canada. The MMI joint venture is accounted for using the equity method. The Canada segment also includes our arrangements related to the distribution of beer in Ontario and the Western provinces, through Brewers Retail, Inc. ("BRI") a consolidated joint venture, and Brewers' Distributor Ltd. ("BDL") a joint venture accounted for under the equity method.

		Thirteen Weeks Ended									Thirty-Nine Weeks Ended

		September 28, 2008			September 30, 2007			% change			September 28, 2008			September 30, 2007			% change
		(Volumes in thousands, dollars in millions, except percentages)
Volume in barrels			2,149			2,206			(2.6	)%		5,764			6,001			(3.9	)%

Net sales		$	541.7		$	546.2			(0.8	)%	$	1,458.0		$	1,418.5			2.8	%
Cost of goods sold			(278.5	)		(263.6	)		5.7	%		(753.2	)		(728.1	)		3.4	%

	Gross profit		263.2			282.6			(6.9	)%		704.8			690.4			2.1	%
Marketing, general and administrative expenses			(110.9	)		(119.7	)		(7.4	)%		(334.7	)		(336.4	)		(0.5	)%
Special items, net			(3.0	)		(43.2	)		N/M			(4.9	)		(71.4	)		N/M

	Operating income		149.3			119.7			24.7	%		365.2			282.6			29.2	%
Other income, net			(1.3	)		1.4			N/M			(0.5	)		18.5			N/M

	Earnings before income taxes	$	148.0		$	121.1			22.2	%	$	364.7		$	301.1			21.1	%

N/M = Not meaningful

Foreign currency impact on results

The Canadian dollar ("CAD") appreciated 1% versus the U.S. dollar ("USD") resulting in a $1 million increase to USD earnings before income taxes on a quarter over quarter basis during the thirteen week third quarter. During the comparable thirty-nine week periods for 2008 and 2007, the CAD appreciated by nearly 6% versus the USD, resulting in a $21.6 million benefit for USD earnings before income taxes.

Volume and net sales

With formation of MillerCoors, the revenues and production costs of MCBC products sold by Molson in Canada for U.S. distribution, which were previously treated as inter-company sales and eliminated upon consolidation, are now included in Canada segment results. However, the sales volume continues to be eliminated from our Canada results, as this volume is now reported by MillerCoors.

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This reporting change will have the effect of increasing net sales per barrel by approximately 5% to 6% and increasing cost of goods sold per barrel approximately 9% to 10% per quarter, with minimal impact on gross profit. These increases will impact this quarter and the next three quarters as we cycle prior year results that do not reflect this treatment.

Our Canada segment had sales volume totaling 2.1 million barrels for the third quarter ended September 28, 2008, a decrease of 2.6% from the prior year quarter. This decline is entirely the result of excluding our reported Modelo volumes in 2008 with the creation of our joint venture. Excluding this factor, current quarter sales volume of 2.1 million barrels increased 2.6% on a comparable basis versus prior year. Our Canada sales to retail ("STRs"), for the third calendar quarter ended September 30, 2008 increased 3.7% on a comparable basis versus a year ago, driven by strong industry performance and high-single-digit growth of Molson's strategic brands, which represent more than 85% of our Canada STRs. Strategic brand growth was fueled by double-digit growth of Coors Light, Rickard's, and Carling, and comparable partner import brand growth at a high-single digit rate. Molson Canadian experienced a mid-single-digit volume decrease compared to the prior year. Total Canadian beer industry STRs grew an estimated 3.1% in the calendar third quarter. On a comparable basis, our third quarter estimated Canada market share increased approximately one quarter point versus a year ago.

Net sales per barrel increased 1% in local currency over the prior year quarter. Excluding the effects of the Foster's contract termination, the MMI joint venture and the impact of sales to MillerCoors as disclosed above, net sales per barrel increased slightly as a result of favorable sales mix of our products, including sales increases of our higher-revenue per barrel partner-import brands. Pricing per barrel declined approximately 1% in the third quarter as we faced significant pricing pressure in Québec and, to a lesser degree, in Ontario.

Sales volume for the thirty-nine week period totaled 5.8 million barrels, a decrease of 3.9% compared to the prior year. This decline was due entirely to the exclusion of Modelo volumes from our sales volume under the equity method of accounting for MMI. Excluding this factor, comparable Canada sales volume increased 0.9% compared to the prior year. Comparable sales to retail for the thirty-nine week period increased 1.2% versus a year ago.

Net sales per barrel for the thirty-nine week period decreased 0.4% in local currency. Excluding the net effect of the changes to our Foster's and Modelo contracts this year, as well as the changes in our recognition of net sales for product sold to MillerCoors, net sales per barrel increased 2.1% on a comparable basis. Positive net pricing contributed an increase of 1.4% to net sales per barrel in local currency, and improved sales mix contributed a further 0.7% increase.

Cost of goods sold

Third quarter 2008 cost of goods sold per barrel increased 7.6% in local currency versus 2007. Excluding current year impacts of the termination of the Foster's contract, the changes associated with MMI and sales to MillerCoors, cost of goods sold per barrel increased slightly less than 7% on a comparable basis in local currency. This cost of goods increase was due to the net effect of three factors:

•: Higher commodity, packaging material and other input costs drove a 5% increase, combined with a 2% increase due to increased fuel costs and incremental transportation costs to supply Western markets while we upgrade our Vancouver brewery.
•: These inflationary increases were partially offset by a 2.5% decrease from our Resources for Growth cost savings initiatives.
•: And finally, slightly more than 2% increase due to the ongoing shift in sales mix, including increased sales volume in our higher-cost partner import brands.

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Cost of goods sold per barrel for the first three quarters of 2008 decreased 0.2% in local currency. On a comparable basis, excluding the net impacts from the changes related to our Foster's and Modelo contracts, the change in sales to MillerCoors and the benefit of cycling a $7.4 million unfavorable foreign currency adjustment last year, cost of goods sold per barrel increased 7.1%. Inflationary cost increases drove an approximate 6.5% increase, which was partially offset by an approximate 2.5% reduction from our Resources for Growth cost savings initiatives. The remaining 3% increase is due to higher fixed overhead costs and the ongoing shift in sales volumes, including increased partner import brand sales volumes.

Marketing, general and administrative expenses

Marketing, general and administrative expense decreased 8.1% in local currency for the third quarter of 2008. This decrease was driven by lower intangible amortization and general overhead expenses compared to prior year, combined with the elimination of all expenses associated with the Modelo brands, which are now managed by MMI. These decreases were partially offset by increased promotional spending in the quarter.

For the thirty-nine weeks ended September 28, 2008, marketing, general and administrative expenses have decreased 8.0% in local currency driven by lower intangible amortization and general overhead expenses, cost savings initiatives under our Resources for Growth program, and the elimination of all expenses associated with the Modelo brands, which are now managed by MMI.

Special items, net

The Canada segment recognized a $3.0 million special charge in the third quarter of 2008 related to costs associated with an impairment of Montréal brewery assets, the ongoing Edmonton brewery closing expenses and restructuring activities.

The Canada segment recognized a $4.9 million special charge in the first three quarters of 2008, compared to $71.4 million of expense for the same period in 2007. See Part I—Financial Statements, Item 1 Note 5 "SPECIAL ITEMS, NET" to the condensed consolidated financial statements for further discussion.

United States Segment Results of Operations

During the first two quarters of 2008 and the first three quarters of 2007, the United States ("U.S.") segment produced, marketed and sold the Coors portfolio of brands in the United States and Puerto Rico and includes the results of the Rocky Mountain Metal Corporation and Rocky Mountain Bottle Corporation, which are consolidated joint ventures. The U.S. segment also includes sales of Molson products in the United States. As of July 1, 2008, MillerCoors began operations. The results and financial position of our U.S. segment operations were prospectively deconsolidated upon contribution to the joint venture, and our interest in MillerCoors is being accounted for and reported by us under the equity method of accounting. MCBC's equity investment in MillerCoors will represent our U.S. operating segment going forward. See Part I—Financial Statements, Item 1 Note 1 "BASIS

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OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES" regarding MillerCoors joint venture.

		Thirteen Weeks Ended									Thirty-Nine Weeks Ended

		September 28, 2008(1)			September 30, 2007			% change			September 28, 2008(1)			September 30, 2007			% change
		(Volumes in thousands, dollars in millions, except percentages)
Volume in barrels			98			6,432			(98.5	)%		12,693			18,184			(30.2	)%

Net sales		$	12.9		$	736.8			(98.2	)%	$	1,504.8		$	2,080.1			(27.7	)%
Cost of goods sold			(7.7	)		(455.1	)		(98.3	)%		(915.1	)		(1,273.9	)		(28.2	)%

	Gross profit		5.2			281.7			(98.2	)%		589.7			806.2			(26.9	)%
Marketing, general and administrative expenses			(1.2	)		(200.7	)		(99.4	)%		(413.3	)		(582.4	)		(29.0	)%
Special items, net			—			(2.8	)		N/M			(69.3	)		(2.8	)		N/M
Equity income in MillerCoors			106.5			—			N/M			106.5			—			N/M

	Operating income		110.5			78.2			41.3	%		213.6			221.0			(3.3	)%
Other income, net			—			—			N/M			2.3			0.9			N/M

	Earnings before income taxes	$	110.5		$	78.2			41.3	%	$	215.9		$	221.9			(2.7	)%

N/M = Not meaningful

(1): Reflects the formation of MillerCoors on July 1, 2008. Prior periods reflect results of the Company's pre-existing U.S. results of operations.

The results of operations for MillerCoors for the three month ended September 30, 2008, and pro forma results of operations for the three month period ended September 30, 2007 are as follows:

		For the three months ended

		September 30, 2008			September 30, 2007			% change
		Actual			Pro Forma
		(Volumes in thousands, dollars in millions, except percentages)
Volumes			18,646			18,808			(0.9	)%

Sales		$	2,293.4		$	2,249.9			1.9	%
Excise taxes			(343.7	)		(341.2	)		0.7	%

	Net sales		1,949.7			1,908.7			2.1	%
Cost of goods sold			(1,236.9	)		(1,179.2	)		4.9	%

	Gross profit		712.8			729.5			(2.3	)%
Marketing, general and administrative expenses			(519.1	)		(568.0	)		(8.6	)%
Contract settlement			—			16.8			N/M
Special items, net			(22.6	)		(2.8	)		N/M

	Operating income		171.1			175.5			(2.5	)%
Other income (expense), net			2.3			(1.5	)		N/M

Income from continuing operations before income taxes and minority interests			173.4			174.0			(0.3	)%
Income tax expense			(1.9	)		—			N/M

Income from continuing operations before minority interests			171.5			174.0			(1.4	)%
Minority interests			(3.3	)		(5.6	)		N/M

	Net Income	$	168.2		$	168.4			(0.1	)%

N/M = Not meaningful

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The unaudited pro forma combined financial information has been derived from the historical financial results of the respective U.S. businesses of MCBC and Miller, giving effect to the MillerCoors transaction and other related adjustments, described below. These pro forma results are not necessarily indicative of the results of operations that would have been achieved had the MillerCoors transaction taken place at the beginning of the pro forma period, and do not purport to be indicative of future operating results.

MILLERCOORS, LLC
UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT
For the Three Months Ended September 30, 2007

		MCBC's U.S. Business Contributed to MillerCoors			Miller's U.S. Business Contributed to MillerCoors			Pro Forma Adjustments			MillerCoors Pro Forma Results

Net sales		$	736.8		$	1,167.1		$	4.8	C	$	1,908.7
Cost of goods sold			(455.1	)		(734.6	)		7.9	C
									2.6	D		(1,179.2	)

	Gross profit		281.7			432.5			15.3			729.5
Marketing, general and administrative			(200.7	)		(336.7	)		(14.1)	C
									(14.6)	A
									(4.9)	B
									3.0	D		(568.0	)
Contract settlement			—			16.8			—			16.8
Special items			(2.8	)		—			—			(2.8	)

	Operating income		78.2			112.6			(15.3	)		175.5
Other, net			—			(1.7	)		0.2	C		(1.5	)

	Pretax income		78.2			110.9			(15.1	)		174.0
Income tax expense			—			—			—			—

	Income before minority interests		78.2			110.9			(15.1	)		174.0
Minority interests			(5.0	)		(0.6	)		—			(5.6	)

	Net income	$	73.2		$	110.3		$	(15.1	)	$	168.4

Description of Pro Forma Adjustments

A: With the formation of MillerCoors in the third quarter of 2008, amortization was initiated on certain intangible assets contributed by Miller that had formerly been classified as indefinite-lived. Since this decision was due in large part to the combined brand portfolio at MillerCoors following its formation, a comparable amortization amount was included in the pro forma period.
B: Adjustment to reflect variable plan accounting for share based compensation held by MillerCoors employees.
C: Adjustments conform classification between the MCBC U.S. business and the Miller U.S. business, and conform the MCBC U.S. business accounting calendar from a thirteen week quarter to a three calendar month quarter.
D: Adjustments to conform accounting policies with regard to inventory valuation, pension and postretirement plans and allocation of advertising costs between quarters.

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The following represents MCBC's proportional share of MillerCoors net income reported under the equity method (in millions):

		Thirteen Weeks Ended September 28, 2008

MillerCoors net income		$	168.2
	MCBC economic interest		42	%

	MCBC proportionate share of MillerCoors net income		70.6
	MillerCoors accounting policy elections(1)		31.8
	Amortization of the difference between MCBC contributed cost basis and proportional share of the underlying equity in net assets of MillerCoors(1)		6.0
	Share-based compensation adjustment(1)		(1.9	)

Equity Income in MillerCoors		$	106.5

(1): See Part I—Financial Statements, Item 1 Note 3 "INVESTMENT IN MILLERCOORS."

The discussions below are with regard to the MillerCoors results of operations for the three months ended September 30, 2008 versus pro forma results for the same period in 2007.

Volume and net sales

During the quarter, MillerCoors STRs rose by 0.7% after adjusting for the extra trading day in the period (+2.3% unadjusted), due to continued growth from seven of its twelve largest brands including Coors Light, Blue Moon, Keystone Light, Miller High Life and Coors Banquet. MillerCoors shipments-to-wholesalers (STWs) declined by 0.5%, due to reductions in distributor inventory levels in the third quarter.

The company's flagship premium light brand STRs were up 1.4% versus the prior year. Coors Light STRs increased 6.8%, due to gains in both distribution and velocity, while Miller Lite STRs decreased 3.6%.

MillerCoors total net sales increased by 2.1% to $1.95 billion versus the prior year pro forma quarter. Excluding contract brewing, net sales were $1.82 billion, increased 2.3% versus the prior year pro forma quarter.

Pricing remained favorable as total company net sales per barrel increased 3.0% versus the prior year pro forma quarter. MillerCoors revenue growth outlook for the balance of the year is expected to remain favorable, as MillerCoors implemented selective price increases on the majority of its beer volume of this year. The net sales mix was virtually unchanged, due to growth by MillerCoors' premium light, craft and import brands, largely offset by cycling Miller Chill launch ramp-up volumes in the 2007 quarter.

Cost of goods sold

Cost of goods sold per barrel increased over 5% versus over the prior quarter pro forma cost of goods sold per barrel, as reductions related to Miller and CBC legacy cost savings initiatives (called Resources for Growth and Project Unicorn) were more than offset by increased commodity and fuel costs.

Marketing, general and administrative expenses

Marketing, general and administrative expense decreased by high-single-digits versus the prior year pro forma, reflecting favorability due to the non-recurrence of prior year Miller Chill launch costs,

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which were partially offset by MGD 64 launch costs this year, as well as a reduction in share based compensation expenses.

Depreciation and amortization expense for MillerCoors in the third quarter of 2008 was approximately $70 million, and additions to properties and intangible assets totaled $67 million.

Contract Settlement

During the third quarter of 2007, Miller received a $16.8 million contract settlement from an aluminum supplier. The settlement amount relates to periods prior to the quarter ended September 30, 2007.

Special Items

During the third quarter of 2008, MillerCoors incurred $22.6 million of severance, relocation and other costs associated with integrating the former Miller and Coors businesses. During the third quarter of 2007, the former Coors business incurred $2.8 million of severance and other employee related costs related to restructuring a portion of the supply chain organization.

United Kingdom Segment Results of Operations

The United Kingdom ("U.K.") consists of production and sale of the CBL brands principally in the United Kingdom, results of our royalty arrangements in the Republic of Ireland, our consolidated joint venture arrangement to produce, import and distribute the Grolsch brands in the United Kingdom and the Republic of Ireland, factored brand sales (beverage brands owned by other companies, but sold and delivered to retail by us), in the U.K. and our joint venture arrangement with DHL ("Tradeteam") for the distribution of products throughout Great Britain accounted for under the equity method.

		Thirteen Weeks Ended									Thirty-Nine Weeks Ended

		September 28, 2008			September 30, 2007			% change			September 28, 2008			September 30, 2007			% change
		(Volumes in thousands, dollars in millions, except percentages)
Volume in barrels			2,321			2,396			(3.1	)%		6,727			6,846			(1.7	)%

Net sales		$	348.8		$	383.4			(9.0	)%	$	1,026.3		$	1,042.2			(1.5	)%
Cost of goods sold			(227.9	)		(257.2	)		(11.4	)%		(698.4	)		(693.9	)		0.6	%

	Gross profit		120.9			126.2			(4.2	)%		327.9			348.3			(5.9	)%
Marketing, general and administrative expenses			(92.8	)		(104.0	)		(10.8	)%		(284.1	)		(292.4	)		(2.8	)%
Special items, net			(0.2	)		(7.3	)		N/M			(5.4	)		(12.7	)		N/M

	Operating income		27.9			14.9			87.2	%		38.4			43.2			(11.1	)%
Interest income(1)			2.8			2.9			(3.4	)%		8.5			8.6			(1.2	)%
Other income (expense), net			(0.2	)		0.7			N/M			(2.0	)		(0.9	)		N/M

	Earnings before income taxes	$	30.5		$	18.5			64.9	%	$	44.9		$	50.9			(11.8	)%

N/M = Not meaningful

(1): Interest income is earned on trade loans to U.K. on-premise customers and is typically driven by note receivable balances outstanding from period-to-period.

Foreign currency impact on results

The British pound ("GBP") versus the USD unfavorably impacted the quarter-over-quarter earnings before income taxes by approximately 7% or $3 million during the third quarter 2008. For the

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thirty-nine week period versus 2007, the GBP versus the USD unfavorably impacted USD earnings before income taxes by approximately 2% or $2.8 million.

Volume and net sales

Our owned-brands gained market share in the quarter, as our owned-brand volumes decreased 3.1% during the third quarter of 2008, compared to more than a 7% decline for the total industry due to the poor summer weather, continuing effects from the smoking bans and a weakening economy in the U.K. Carling, the largest U.K. beer brand declined at a low-single-digit rate but it gained share in a difficult market in the third quarter of 2008.

Comparable third quarter owned-brand net sales per barrel in local currency increased 2.5%, two-thirds due to higher on- and off-premise pricing, and one-third driven by positive brand mix, including growth in draught Magners cider.

During the first three quarters of 2008, our U.K. owned-brand volume outperformed the market in both the on- and off-premise channels. However, our U.K. volumes decreased 1.7% year-on-year due to the effects of smoking bans, a weakening economy and the poor summer weather in the U.K. Our volumes in the on-premise channel declined by 7%, but volumes in the off-premise channel increased by 5% as a result of better penetration in the major retailers.

Year to date net sales per barrel of our own products increased 1.7% in local currency, driven by higher pricing predominantly in the on-premise channel.

Cost of goods sold

Comparable cost of goods sold per barrel of our own products increased by 1.3% in local currency in the third quarter of 2008, due primarily to higher energy and materials cost inflation. These costs were partly offset by supplier contract renegotiations, including a $6 million benefit during the third quarter of 2008 which related retroactively to the first half of 2008, as well as the benefit of cycling one-time pension expense in 2007.

For the first three quarters of 2008, cost of goods sold per barrel of our own products increased 4.4% in local currency in the year to date, due primarily to higher energy and materials cost inflation and increased pension costs, partly offset by cost saving initiatives and supplier renegotiations

Marketing, general and administrative expenses

Marketing, general and administrative costs in the U.K. decreased 5.1% in local currency. General and administrative expense decreased due to a combination of actions to reduce the cost base partly offset by higher pension costs incurred in the third quarter of 2007. Marketing expenses in the third quarter of 2008 decreased as a result of reductions in spending to match the trading environment.

For the first three quarters of 2008, marketing, general and administrative expenses in the U.K. decreased 0.9% in local currency. General and administrative expenses increased primarily as a result of higher pension costs and costs relating to the Camerons on-premise distribution business, while marketing expense decreased as management took action to reduce spending in line with the trading environment.

Special items, net

The U.K. segment recognized $0.2 million and $7.3 million of special items in the third quarters of 2008 and 2007, respectively. The third quarter 2008 special charges comprised restructuring and other charges of $2.9 million offset by a one-time gain on the sale of a non-core business of $2.7 million. Third quarter of 2007 restructuring costs comprised $3.4 million of restructuring charges and a one-time pension expense of $3.9 million.

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Special items in the first three quarters of 2008 were $5.4 million, compared to $12.7 million of charges in the first three quarters of 2007. The first three quarters of 2008 special charges comprised of restructuring and other charges of $8.1 million offset by the one-time gain on sale of a non-core business of $2.7 million. The first three quarters of 2007 special charges consisted of $8.8 million of restructuring charges and the one-time pension expense of $3.9 million. See Part I—Financial Statements, Item 1 Note 5 "SPECIAL ITEMS, NET" to the condensed consolidated financial statements for further discussion.

Interest income

Interest income is earned on trade loans to U.K. on-premise customers and is typically driven by the relative level of note receivable balances outstanding from period-to-period.

Global Markets and Corporate

As a result of our segment realignment discussed above, Corporate now is combined with Global Markets brand volume, as well as emerging markets, including Mexico, the Caribbean, Asia, and continental Europe, except for those markets included in the U.K. segment. Corporate includes costs that are not allocated to the operating segments, including costs related to worldwide finance and administrative functions, such as legal and public affairs, human resources, insurance, risk management and interest expense.

		Thirteen Weeks Ended									Thirty-Nine Weeks Ended

		September 28, 2008			September 30, 2007			% change			September 28, 2008			September 30, 2007			% change
		(Volumes in thousands, dollars in millions, except percentages)
Volume in barrels			101			107			(5.6	)%		269			301			(10.6	)%

Net sales		$	17.7		$	19.0			(6.8	)%	$	46.1		$	49.5			(6.9	)%
Cost of goods sold			(10.3	)		(11.4	)		(9.6	)%		(26.2	)		(28.5	)		(8.1	)%

	Gross profit		7.4			7.6			(2.6	)%		19.9			21.0			(5.2	)%
Marketing, general and administrative expenses			(31.9	)		(36.7	)		(13.1	)%		(104.5	)		(103.6	)		0.9	%
Special items, net			(21.6	)		(2.0	)		N/M			(56.5	)		(2.0	)		N/M

	Operating loss		(46.1	)		(31.1	)		48.2	%		(141.1	)		(84.6	)		66.8	%
Interest expense, net			(24.4	)		(27.1	)		(10.0	)%		(77.1	)		(84.1	)		(8.3	)%
Debt extinguishment costs			—			(24.5	)		N/M			(12.4	)		(24.5	)		N/M
Other expense, net			9.2			(0.2	)		N/M			6.6			(0.4	)		N/M

	Loss before income taxes	$	(61.3	)	$	(82.9	)		(26.1	)%	$	(224.0	)	$	(193.6	)		15.7	%

N/M = Not meaningful

Volume, net sales and cost of goods sold

Volume, net sales and cost of goods sold reflect our operations in Asia, continental Europe, Mexico and the Caribbean (not including Puerto Rico) and represent our initiatives to grow and expand our business and brand portfolios in global development markets.

Marketing, general and administrative expenses

Marketing, general and administrative expenses in the third quarter were $31.9 million, including Corporate general and administrative expenses of $20.5 million, a decrease from the prior quarter of $5.7 million due to lower incentive compensation and project spending.

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In the first three quarters of 2008, marketing, general and administrative expenses were $104.5 million, an increase of $0.9 million from the same period in 2007.

Special items, net

Special charges in the third quarter and first three quarters of 2008 were $21.6 million and $56.5 million, respectively, compared to $2.0 million of special items in the third quarter and first three quarters of 2007. The 2008 special charges were a result of transition costs related to the global outsourcing initiative, coupled with costs associated with planning for MillerCoors, primarily outside professional services. See Part I—Financial Statements, Item 1 Note 5 "SPECIAL ITEMS, NET" to the condensed consolidated financial statements for further discussion.

Other Expense, Net

Other expense, net, was $9.2 million during the third quarter of 2008, compared to $0.2 million in the same period of 2007. During the third quarter of 2008, we entered into a cash settled total return swap with Deutsche Bank and gained an economic exposure to Foster's Group (ASX:FGL), a major global brewer. We recognized a gain on the fair value of the swap of $13.6 million during the third quarter of 2008 partially offsetting this gain was a $3.6 million charge associated with an environmental liability provision related to certain non-beer manufacturing sites formerly owned by Molson.

Interest expense, net

Interest expense was $24.4 million during the third quarter of 2008, compared to $27.1 million in the same period of 2007. The decrease of $2.7 million was primarily attributable to lower debt levels outstanding in the third quarter of 2008.

For the first three quarters of 2008, net interest expense has decreased by $7.0 million from the same period in 2007 and is attributed to the lower levels of debt outstanding when compared to prior year. Net costs of $12.4 million related to the extinguishment of debt and termination of related interest rate swaps were also recorded in the first three quarters of 2008. See Part I—Financial Statements, Item 1 Note 11 "DEBT AND OTHER CREDIT ARRANGEMENTS" to the condensed consolidated financial statements for further discussion.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are cash provided by operating activities, access to external borrowings and asset monetizations. As of September 28, 2008, we had net positive working capital of $41.0 million, as of September 30, 2007, we had net positive working capital of $9.4 million. We commonly operate at minimal positive working capital levels or working capital deficits given the relatively quick turnover of our receivables and inventory, the levels of which fluctuate with the seasonality in our business. We had total cash of $334.5 million at September 28, 2008, compared to $231.3 million at September 30, 2007. Long-term debt was $1.99 billion and $2.25 billion at September 28, 2008 and September 30, 2007, respectively. Debt at September 28, 2008, consists primarily of notes with long-term maturities. We believe that cash flows from operations and cash provided by short-term borrowings, when necessary, will be sufficient to meet our ongoing operating requirements, scheduled principal and interest payments on debt, dividend payments and anticipated capital expenditures.

Our business generates positive operating cash flow, and our debt maturities are of a longer-term nature. As a result, we believe the current unstable state of the financial and credit markets will not impact our liquidity in the near term. However, our liquidity could be impacted significantly by a decrease in demand for our products, which could arise from competitive circumstances, a decline in the acceptability of alcohol beverages, or any of the other factors we described in Part II, "Item 1A. Risk Factors" presented herein.

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Operating activities

Net cash provided by operating activities of $395.6 million for the thirty-nine weeks ended September 28, 2008, was favorable by $67.0 million from the comparable period in 2007. The calendar first quarter typically results in a use of cash for the Company, due to seasonality in the business. The calendar third quarter historically generates our highest operating cash flows, followed by the second quarter, due primarily to collections on receivables from beer sales in our peak summer month periods. Net income was lower by $32.7 million in the first three quarters of 2008 compared to the same period in 2007, the reasons for which are discussed in detail in the Results of Operations discussion in this section. Various non-cash adjustments to net income (including the loss from discontinued operations), when taken together, were lower in the first three quarters of 2008 than in the same period in 2007 by approximately $44.0 million. These adjustments include depreciation and amortization, share-based compensation, intangible asset impairments, gains on sales of properties, deferred income taxes, equity income in MillerCoors and other unconsolidated affiliates and other smaller items indicated on the statements of cash flows. Cash flows associated with movements in working capital and other assets and liabilities were favorable to the prior year by $144 million. Cash contributions to defined benefit pension plans were lower in the first three quarters of 2008 by $50.0 million, primarily due to a $50.0 million voluntary contribution to the U.S. defined benefit pension plan in the first three quarters of 2007. Also, a final contribution of $27.0 million to the Memphis union pension plan was made in 2007, following the closure of the Memphis brewery in 2006. Cash paid for income taxes was lower in 2008 by $27.3 million. Distributions from MillerCoors of $58.8 million are unique to 2008. Additionally, cash paid on accounts payable in the first three quarters of 2007 was unusually high, due in part to the timing of payments and the differences in our fiscal calendar between years.

Investing activities

Net cash used in investing activities of $215.0 million for the thirty-nine weeks ended September 28, 2008, was lower by $103.3 million compared to the same period in 2007, and in part is due to the fact that the CBC U.S. business capital expenditures were not included on this line beginning in the third quarter of 2008, as MillerCoors is accounted for under the equity method. Capital expenditures were lower in 2008 by $152.9 million versus 2007, due primarily to high cash outlays in 2007 related to $90.0 million of kegs purchased in the U.K. from a third party service provider, and higher spending to complete the brewery in Shenandoah, Virginia, which came fully on-line in mid-2007. In the first three quarters of 2008, we collected proceeds on sales of businesses and assets of $35.7 million, mainly from the sale of our former beer distribution businesses in Boise, Idaho, and Glenwood Springs, Colorado. In the first three quarters of 2007, we collected $30.0 million when we sold our equity investment in the House of Blues Canada entertainment business and $5.3 million from sale of other assets. During 2007 we spent $26.7 million to acquire an on-trade distribution business in the U.K. Also in the first quarter of 2008, we realized proceeds of $22.8 million related to sale of available for sale investment securities in the first quarter of 2008, with no comparable activity in the first quarter of 2007. We contributed $78.8 million to MillerCoors upon its formation in the third quarter of 2008.

Financing activities

Net cash used in financing activities was $220.0 million for the thirty-nine weeks ended September 28, 2008, compared to $28.9 million of cash provided by financing activities during the same period in 2007, an unfavorable variance of $248.9 million. There were three primary reasons for this large variance. First, net repayment activity on debt obligations and credit facilities was higher by $138.0 million in 2008. Second, we collected $127.7 million more in proceeds from exercises of stock options in the first three quarters of 2007 as compared to the same period of 2008, and excess tax benefits from share based compensation was higher by $20.9 million in 2007. Third, dividends paid were higher in 2008 by $16.3 million, due to an increase in the normal quarterly dividend rate. These

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items were offset by a net $50 million spent in 2007 for the purchase of call options and sale of warrants associated with the issuance of convertible notes.

On February 7, 2008, we announced a tender for repurchase of any and all principal amount of our remaining $225 million of Senior Notes due 2012, with the tender period running through February 14, 2008. The amount actually repurchased was $180.4 million. The net costs of $12.4 million related to this extinguishment of debt and termination of related interest rate swaps were recorded during the first quarter of 2008. The cash required to retire the notes early (in addition to the face amount), amounting to $23.1 million, is classified as a cash outflow from operating activities, due to the fact that it represents largely a cost of money (interest). However, the cash inflow associated with the unwind of the related interest rate swap of $12.0 million is classified in financing activities.

MillerCoors

We expect that 2008 operating cash flows and investing cash flows will be impacted by the timing of MillerCoors cash flow requirements. We anticipate the formation and integration of MillerCoors will result in incremental cash needs of approximately $150 million from MCBC during 2008. These cash uses include retention, deal-completion, integration and restructuring costs, along with additional capital spending to capture synergies. As a result, our 2008 operating cash flow, when combined with expected investments in MillerCoors, could compare unfavorably to 2007.

Capital Resources

The majority of our remaining debt outstanding as of September 28, 2008, consists of publicly traded notes, with maturities ranging from 2010 to 2015. We will continue to use commercial paper borrowings and revolving credit facilities as needed to manage our liquidity through our periods of lower operating cash flow. While the start-up of MillerCoors entails potential demands for capital for integration and restructuring efforts, we will need to consider different alternatives for the use of cash generated from operations. We expect to take a balanced approach to our alternative use of cash in 2008 and beyond, which could include pension plan funding, modest purchases of company stock, increasing dividends, and preserving cash flexibility for potential strategic investments. Any purchases of MCBC stock on the open market would require a board-approved plan, which does not currently exist.

Credit markets in the United States and across the globe are currently unstable due to the recent financial crisis. Based on communications with the lenders that are party to our $750 million committed credit facility, we have no indication of any issues with our ability to draw on such credit facility if the need arose. We currently have no borrowings outstanding on this facility.

On July 3, 2008, Moody's affirmed our Baa2/Prime2 ratings and changed the outlook to positive from developing, following the formation of MillerCoors. Our credit rating with Standard and Poor's remains at BBB, with a negative outlook.

Capital Expenditures

Our capital expenditure plan for 2008 is expected to be approximately $220 million, excluding capital spending by our consolidated joint ventures and MillerCoors. Capital expenditures in 2008 are expected to be lower than 2007 primarily due to the exclusion of capital spending associated with the U.S. in the second half of 2008, the completion of the Shenandoah brewery in the U.S. in early 2007 and the initial $90.0 million purchase of kegs in the U.K., also in early 2007.

OFF-BALANCE SHEET ARRANGEMENTS

As of September 28, 2008, we did not have any material off-balance sheet arrangements (as defined in Item 303(a)(4)(ii) of Regulation S-K).

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CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

Contractual Cash Obligations as of September 28, 2008

We have contractual cash obligations as of September 28, pertaining to debt, interest payments, derivative payments, retirement plans, operating and capital leases, and other long-term obligations totaling $9.0 billion. Not included in these obligations are $244.0 million of unrecognized tax benefits and $154.0 million of indemnities provided to FEMSA for which we are unable to make estimates for timing of the related cash payments. Contractual obligations have decreased as a result of the MillerCoors formation on July 1, 2008.

Other commercial commitments as of September 28, 2008

	Amount of commitment expiration per period

	Total amounts committed		Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years
	(In millions)
Standby letters of credit	$	40.9	$	40.9	$	—	$	—	$	—

CONTINGENCIES

In the ordinary course of business, we enter into contractual arrangements under which we may agree to indemnify third-parties from any losses or guarantees incurred relating to pre-existing conditions arising from certain events as defined within the particular contract, which may include, for example, litigation or claims relating to past performance. Such indemnification obligations may not be subject to maximum loss clauses. See Part I—Financial Statements, Item 1 Note 14 under the caption "COMMITMENTS AND CONTINGENCIES—Kaiser and Other Indemnity Obligations" to the condensed consolidated financial statements.

MillerCoors—Sparks®

Sparks, a MillerCoors brand, is a leading product in the caffeinated alcohol beverages category. A task force of the National Association of Attorneys General, the umbrella organization for the states' attorneys general in the U.S., has expressed concern about this category and product, and several states have issued civil investigative demands for information about the product (collectively, the "AGs' Investigations"). The U.S. Alcohol and Tobacco, Tax and Trade Bureau investigated Sparks in 2007 and found no violations of the Bureau's regulations. In June 2008, Anheuser Busch agreed to discontinue its product offerings in this category. Since then, numerous AGs expressed concerns about a product line extension called Sparks Red®, and MillerCoors agreed to delay the release of the line extension pending discussions with the AGs. The AGs' Investigations are ongoing and could lead to litigation. If undertaken, alternative outcomes of AG litigation are possible, including but not limited to: a finding that the production and marketing of the Sparks brand does not violate relevant consumer protection statutes; a finding that sets limitations on the marketing of Sparks; or findings that could result in the withdrawal of Sparks from the market. A finding of violations of relevant consumer protection statutes could result in the entry of injunctive relief, the entry of an order for restitution, the imposition of civil penalties as high as US$50,000 per violation, and/or the imposition of costs and attorneys' fees.

In September 2008, a public interest litigation group filed suit against MillerCoors in a local court in the District of Columbia, alleging that Sparks is an "adulterated product" because it contains caffeine and other ingredients that the group claims have not been determined by the U.S. Food & Drug Administration (FDA) to be generally recognized as safe for use in alcoholic beverages (D.C. Superior Court No. 2008 CA 6605). MillerCoors intends to defend against the litigation vigorously, and it is not possible at this time to estimate the possible loss or range of loss, if any, related to this lawsuit.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our accounting policies and accounting estimates critical to our financial condition and results of operations are set forth in our Annual Report on Form 10-K for the year ended December 30, 2007, we have not modified such policies and estimates as set forth in our Annual Report on Form 10-K for the year ended December 30, 2007.

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ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS

See Part I—Financial Statements, Item 1 Note 1 "BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES—Adoption of New Accounting Pronouncements" to the condensed consolidated financial statements for a description of the new accounting pronouncements that we have adopted.

NEW ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED

See Part I—Financial Statements, Item 1 Note 1 "BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES—New Accounting Pronouncements" to the condensed consolidated financial statements for a description of the new accounting pronouncements that we have not yet adopted.

CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This report contains "forward-looking statements" within the meaning of Section 27A of the Securities Exchange Act of 1933 and Section 21E of the Securities Exchange Act of 1934. From time to time, we may also provide oral or written forward-looking statements in other materials we release to the public. Forward-looking statements set forth our current expectations or forecasts of future events. You can identify these statements by forward-looking words such as "expect," "anticipate," "plan," "believe," "seek," "estimate," "outlook," "trends," "future benefits," "strategies," "goals" and similar words. In addition, statements that we make in this report that are not statements of historical fact may also be forward-looking statements.

In particular, statements that we make under the headings "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Outlook for 2008" including, but not limited to, statements relating to our overall volume trends, consumer preferences, pricing trends and industry forces, cost reduction strategies and anticipated results, anticipated synergies, our expectations for funding our 2008 capital expenditures and operations, debt service capabilities, shipment levels and profitability, market share and the sufficiency of our capital resources are forward-looking statements.

Forward-looking statements are not guarantees of our future performance and involve risks, uncertainties and assumptions that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. You should not place undue reliance on forward-looking statements. We do not undertake to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You should be aware that the factors we discuss in "Risk Factors" in Part II., Item 1A, and elsewhere in this report could cause our actual results to differ from future results expressed or implied by any forward-looking statements.

OUTLOOK FOR 2008

We will maintain our quest to continue to be a world-class, brand-led Company. We will promote our strategic brands by investing in the "front end" of our business—our marketing and sales activities. We will do so with a complete commitment to corporate social responsibility. For 2008 and beyond, we will remain focused on building brands and reducing costs in each of our segments to provide additional resources for growth.

Canada

In our Canada segment, as with our other global markets, we have a consistent track record and a bias to invest in and grow our brands. Recent price increases across the major Canadian provinces are expected to offset some of the price discounting activity. Across all of our markets, we will remain

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competitive while growing our strategic brands over the long term, and we are well positioned across all brand segments, with at least one strategic brand achieving double-digit growth in each category.

Regarding cost reductions, we anticipate that our reported and comparable cost of goods sold per barrel in local currency will increase at a mid-single-digit rate in local currency for the full year of 2008. The comparable 2008 cost of goods in Canada excludes the impact of the new MMI joint venture accounting, the loss of the Foster's contract, an $8 million full-year benefit of cycling 2007 foreign currency translation impacts and the impact of export sales to MillerCoors.

U.S.

MillerCoors began its brewery network optimization project to shift volume and brew both Miller and Coors products throughout its expanded network of eight major breweries. The projects will be phased in over the next eighteen months. These moves will reduce shipping distances and deliver products to market quicker, which will generate substantial savings. The company continues to integrate its information systems to enable robust data sharing and analysis within the commercial enterprise to further improve efficiencies. The MillerCoors employee selection process is nearing completion, and the full sales organization selection will be complete by mid-November 2008. Finally, the Demand Creation team is engaged in a complete review of the brand portfolio, with the goal of sharpening the positioning and focus behind each U.S. brand.

U.K.

We anticipate a challenging trading environment to continue in the balance of the year due to the weakening U.K. economy. We do, however, expect our U.K. business to continue to benefit from the Magners cider agreement, recent supplier renegotiations and our contract brewing arrangement. Moreover, we are committed to pricing growth to at least cover the substantial cost inflation we are experiencing. Consequently, we implemented an additional price increase earlier this fall.

By the end of the year, we will also evaluate the funded status and expected 2009 expense for our defined benefit pension plans in light of service costs, interest rates and expected returns on plan assets at that time. If global equity prices remain well below their levels at the end of 2007, we may incur a significant increase in pension expense in 2009.

The U.K. segment team is targeting substantial savings as part of the Resources for Growth program, driven by headcount reductions, supplier negotiations and improvements in supply chain efficiencies. We are also reviewing opportunities to further reduce overhead costs. We continue to expect full-year 2008 U.K. cost of goods per barrel to increase at a mid-single-digit rate in local currency.

Global Markets and Corporate

We continue to anticipate full-year 2008 corporate general and administrative costs, excluding global markets, to be approximately $105 to $115 million.

Interest

We anticipate 2008 corporate net interest expense of approximately $95 million to $100 million, excluding the debt extinguishment costs and U.K. trade loan interest income at current foreign exchange rates.

Income taxes

Our tax rate is volatile and may move up or down with changes in, among other things, the amount and source of income or loss, our ability to utilize foreign tax credits, changes in tax laws, and

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the movement of liabilities established pursuant to FIN 48 for uncertain tax positions as statute of limitations expire or positions are otherwise effectively settled. During 2008, the Company expects to recognize approximately $25 to $35 million of income tax benefit due primarily to accrued interest and penalties that the Company expects to effectively settle during 2008. As a result, we anticipate that our 2008 effective tax rate on income will be in the range of 20% to 24%. We note, however, that there are pending tax law changes in Canada that if enacted, would result in an approximate $120 million decrease to the unrecognized tax benefits. This one-time, non-cash income tax benefit would be recognized in the Company's Statement of Operations in the quarter in which the bill is enacted. In addition, there are pending tax law changes in the U.S., U.K. and Canada that, if enacted, may impact our effective tax rate.

Defined Benefit Pension Plans

Certain events at Molson and CBL could result in curtailments of their defined benefit pension plans in future quarters, potentially in the fourth quarter of 2008. Curtailment accounting must be followed when an event occurs that will significantly reduce the expected years of future service of present employees covered by a pension plan (e.g., a reduction in the work force from a curtailment of operations) or eliminates for a significant number of employees the accrual of defined benefits for some or all of their future services (e.g., a plan termination or suspension). Currently, we are aware of several potential events which could trigger such a curtailment.

•: An expected reduction in force of employees at the Montréal brewery could result in a curtailment event. The ultimate resolution is dependent upon the outcome of union negotiations, which are ongoing.
•: CBL's announced plans with respect to eliminating the future accrual of employee service credit to the defined benefit pension plan would result in a curtailment event if this change is agreed. Employee consultation and union negotiations are ongoing and not expected to be finalized until the fourth quarter of 2008.

As of the September 28, 2008, the potential events which could trigger a curtailment, as noted above, were not probable and are pending final resolution.

In the event of a curtailment, the projected benefit obligation and plan assets are remeasured prior to recording the curtailment gain or loss. While a change in discount rate or some other assumptions could impact the curtailment event's impact on the projected benefit obligation, an additional impact is that pension cost is re-set for the remainder of the year based on the plan's new valuations. Given the current status of the values of pension plan assets due to the volatility of worldwide financial markets, pension costs could be unfavorably impacted for the latter part of 2008 if curtailment events occur during the fourth quarter. Additionally, remeasurements of plan assets, especially for funding purposes, could be required as a result of certain of these events. The current state of financial markets could result in lower plan asset values if such remeasurements are required, and could result in significant increases in required pension funding in 2009 and future years.

Goodwill and Intangible Assets

We evaluate the carrying value of our goodwill and indefinite-lived intangible assets for impairment annually, and we evaluate our other intangible assets for impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. We completed the evaluations of goodwill and indefinite-lived intangible assets during the third quarter of 2008. With regard to goodwill, the fair values of our reporting units exceeded their carrying values, allowing us to conclude that no impairments of goodwill have occurred. With regard to our indefinite-lived intangible assets, the fair values of the assets also exceeded their carrying values. Significant

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judgments and assumptions were required in the evaluation of goodwill and intangible assets for impairment.

We use a combination of discounted cash flow analyses and evaluations of values derived from market comparable transactions and earnings multiples of comparable public companies to determine the fair value of reporting units. Our cash flow projections are based on various long-range financial and operational plans of the Company and considered, when necessary, various scenarios, both favorable and unfavorable. In 2008, discount rates used for fair value estimates for reporting units was 9%. These rates are based on weighted average cost of capital, driven by, among other factors, the prevailing interest rates in geographies where these businesses operate, as well as the credit ratings and financing abilities and opportunities of each reporting unit. Discount rates used for testing of indefinite-lived intangibles ranged from 9% to 10%. These rates largely reflect the rates for the overall enterprise valuations, with some level of premium associated with the specificity of the intangibles themselves. Our reporting units operate in relatively mature beer markets, where we are reliant on a major brand for a high percentage of sales. Changes in the factors used in the estimates, including cost increases due to inflation, an unfavorable beer pricing environment, declines in industry or company-specific beer volume sales, and termination of brewing and/or distribution agreements with other brewers, the discount rates used, could have a significant impact on the fair values of the reporting units and, consequently, may result in goodwill or indefinite-lived intangible asset impairment charges in the future.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to fluctuations in interest rates, foreign currencies and the prices of production and packaging materials. We have established policies and procedures to govern the strategic management of these exposures through a variety of financial instruments.

Our objective in managing our exposure to fluctuations in interest rates, foreign currency exchange rates and production and packaging materials prices is to decrease the volatility of our earnings and cash flows affected by potential changes in underlying rates and prices. To achieve this objective, we enter into foreign currency forward contracts, commodity swaps, interest rate swaps and cross currency swaps, the values of which change in the opposite direction of the anticipated cash flows. Our primary foreign currency exposures are Canadian dollar ("CAD"), British pound sterling ("GBP" or "£"), Japanese yen ("JPY"), and Brazilian real ("BRL") related to our indemnity contingencies.

Derivatives are over-the-counter agreements entered into with highly rated financial institutions. No losses on over-the-counter agreements due to counterparty credit risks are anticipated. All over-the-counter agreements are entered into with counterparties rated no lower than A (Standard & Poor's) or A2 (Moody's).

We use derivatives in the normal course of business to manage our exposure to fluctuations in production and packaging material prices, interest rates and foreign currency exchange rates, and for other strategic purposes related to our core business. We record our derivatives on the Consolidated Balance Sheet as assets or liabilities at fair value in accordance with Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities, as amended and interpreted, incorporating FASB Statements No. 137, 138 and 149" (SFAS 133). Such accounting is complex, as evidenced by significant interpretations of the primary accounting standard, which continues to evolve, as well as the significant judgments and estimates involved in the estimation of fair value in the absence of quoted market values. These estimates are based upon valuation methodologies deemed appropriate in the circumstances; however, the use of different assumptions could have a material effect on the estimated fair value amounts.

Our market-sensitive derivative and other financial instruments, as defined by the Securities and Exchange Commission ("SEC"), are foreign currency forward contracts, commodity swaps, interest rate

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swaps, cross currency swaps and total return equity swaps. We monitor foreign exchange risk, interest rate risk, commodity risk, equity price risk and related derivatives using two techniques, value-at-risk and sensitivity analysis.

We use value-at-risk to monitor the foreign exchange and interest rate risk of our cross currency swaps. The value-at-risk methodology provides an estimate of the level of a one-day loss that may be equaled or exceeded due to changes in the fair value of these foreign exchange rate and interest rate-sensitive financial instruments. The type of value-at-risk model used to estimate the maximum potential one-day loss in the fair value is a variance/covariance method. The value-at-risk model assumes normal market conditions and a 95% confidence level. There are various modeling techniques that can be used to compute value-at-risk. The computations used to derive our values take into account various correlations between currency rates and interest rates. The correlations have been determined by observing foreign exchange currency market changes and interest rate changes over the most recent one-year period. We have excluded anticipated transactions, firm commitments, cash balances and accounts receivable and payable denominated in foreign currencies from the value-at-risk calculation, some of which these instruments are intended to hedge.

Value-at-risk is a statistical measure of risk that estimates the loss that may be experienced with a given level of confidence over a given period of time. Specifically, as reported herein, value-at-risk is the maximum expected one-day loss at a 95% confidence level, that is, only 5% of the time or 1 day in 20 is the loss expected to exceed the value-at-risk. Value-at-risk is not intended to represent actual losses that may occur, nor does it represent the full extent of losses that may occur. Actual future gains and losses will differ from those estimated by value-at-risk because of changes or differences in market rates and interrelationships, hedging instruments, hedge percentages, timing and other factors.

The one-day value-at-risk at 95% confidence of our cross currency swaps was $18.0 million and $22.7 million at September 28, 2008 and December 30, 2007, respectively. Such a hypothetical loss in fair value is a combination of the foreign exchange and interest rate components of the cross currency swap. Value changes due to the foreign exchange component would be offset completely by increases in the value of our inter-company loan, the underlying transaction being hedged. The hypothetical loss in fair value attributable to the interest rate component would be deferred until termination or maturity.

In the first quarter of 2008, we repurchased $180.4 million of debt and settled the related interest rate swaps recognizing a net gain of $12.0 million on the settlement of the swaps representing $201.2 million of notional value. The debt extinguishment was funded by existing cash resources.

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Details of market sensitive derivative instruments, including their fair values, are included in the table below.

		As of

		September 28, 2008							December 30, 2007
		Notional Amount		Fair value			Maturity		Notional Amount		Fair value			Maturity
		(In millions)
Foreign currency:
	Forwards	$	400.4	$	1.3			2008 - 2011	$	460.9	$	(24.9	)		2008 - 2010
	Swaps		2,255.1		(439.4	)		2010 - 2012		2,416.4		(472.5	)		2010 - 2012

Total foreign currency			2,655.5		(438.1	)				2,877.3		(497.4	)
Interest rate:
	Swaps		96.7		4.0			2011		303.1		9.9			2011 - 2012
Commodity price:
	Swaps		9.7		(1.8	)		2008 - 2010		202.4		(10.0	)		2008 - 2010
Equity price:
	Cash settled total return swap		413.0		15.4			2009		—		—

Total outstanding derivatives		$	3,174.9	$	(420.5	)			$	3,382.8	$	(497.5	)

On a rolling twelve-month basis, maturities of derivative financial instruments held on September 28, 2008, are as follows (in millions):

Total			Less than 1 year			1 - 3 years			3 - 5 years			More than 5 years

$	(420.5	)	$	12.9		$	(37.0	)	$	(396.4	)	$	—

We have performed a sensitivity analysis to estimate our exposure to market risk associated with interest rates, foreign exchange rates, commodity prices and equity prices. The sensitivity analysis reflects the impact of a hypothetical 10% adverse change in the applicable market interest rates, foreign exchange rates, commodity prices, and for equity price, specifically the stock price of Foster's Group ("Foster's") (ASX:FGL). During the third quarter of 2008, we entered into a cash settled total return swap with Deutsche Bank in order to gain an economic exposure to Foster's, a major global brewer. The swap gives MCBC exposure to nearly 5% of Foster's outstanding common stock. We are required to post collateral with the counterparty if the swap is in an out-of-the-money position. If our credit ratings with Standard & Poor's and Moody's with regard to our long-term debt remain at an investment grade level, we are required to post collateral for only that portion of the out-of-the-money liability exceeding $20.0 million. If either of our credit ratings fall below investment grade, we must post collateral for the entire out-of-the-money liability. The volatility of the applicable rates and prices are dependent on many factors that cannot be forecast with reliable accuracy. Therefore, actual changes in fair values could differ significantly from the results presented in the table below.

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The following table presents the results of the sensitivity analysis, which reflects the impact of a hypothetical 10% adverse change in the applicable market interest rates, foreign exchange rates and commodity prices of our derivative and debt portfolio:

		As of

Estimated fair value volatility		September 28, 2008			December 30, 2007
		(In millions)
Foreign currency risk:
	Forwards	$	(39.6	)	$	(45.5	)
Interest rate risk:
	Swaps	$	(80.7	)	$	(95.0	)
Commodity price risk:
	Swaps	$	(0.8	)	$	(19.1	)
Equity price risk:
	Cash settled total return swap	$	(42.3	)	$	—

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to the Company's management, including our Global Chief Executive Officer and Global Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applies its judgment in assessing the costs and benefits of such controls and procedures that, by their nature, can only provide reasonable assurance regarding management's control objectives. Also, we have investments in certain unconsolidated entities that we do not control or manage.

As of the end of the period covered by this quarterly report, the Company conducted an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures, as required by Rule 13a-15 under the Exchange Act. This evaluation was carried out under the supervision and with the participation of the Company's management, including the Company's Global Chief Executive Officer and Global Chief Financial Officer. Based upon that evaluation, the Global Chief Executive Officer and Global Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective at September 28, 2008. There has been no change during the most recent fiscal quarter in the Company's internal control over financial reporting identified in connection with the evaluation that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Changes in Internal Controls over Financial Reporting

During the first quarter of 2008, the Company signed a contract with a third-party service provider to outsource a significant portion of work associated with our finance and accounting, information technology and human resources functions. The outsourcing arrangements impact both of our operating segments, our MillerCoors equity investment and our corporate headquarters. We have begun transitioning work to the service provider in the first half of 2008, and the transition will continue through to the end of the year. The outsourcing arrangements are expected to enhance the cost efficiency of these administrative functions. The outsourcing of these functions has had an immediate effect with regard to the responsibilities for the performance of certain processes and internal controls over financial reporting. We anticipate that internal controls over financial reporting could be further

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affected in the future as many of our outsourced functions benefit from expected innovations and improvements from our service provider.

On July 1, 2008, Miller Coors began operations. We account for our interest in MillerCoors under the equity method. As a result the controls that MillerCoors has over the preparation its financial statements are not required to be part of our internal control system. MillerCoors' financial statements are prepared by the management of that joint venture, and they are responsible for the form and content of those financial statements and the internal control systems related to those financial statements. We do, however, have controls in place over the accounting related to our investment in MillerCoors.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is a party to various legal proceedings arising from the normal course of business as described in Part I—Financial Statements, Item 1 Note 14 "COMMITMENTS AND CONTINGENCIES—Litigation and Other Disputes", if decided adversely to or settled by MCBC, the result may, individually or in the aggregate be material to our financial condition or results of operations. We may enter into discussions regarding settlement of these and other lawsuits, and may enter into settlement agreements if we believe such settlement is in the best interests of our shareholders.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 30, 2007, which could materially affect our business, financial condition and/or future results. The risks described in our Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or future results.

In addition to Risk Factors outlined in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 30, 2007, the following are updates and additional Risk Factors that we have identified.

Risks Specific to Our Company

If Pentland and the Coors Trust do not agree on a matter submitted to stockholders, generally the matter will not be approved, even if beneficial to us or favored by other stockholders. Pentland Securities (a company controlled by Eric Molson, a related party) ("Pentland") and the Coors Trust, which together control more than two-thirds of our Class A common stock and Class A exchangeable shares, have voting trust agreements through which they have combined their voting power over the shares of our Class A common stock and the Class A exchangeable shares that they own. In the event that these two stockholders do not agree to vote in favor of a matter submitted to a stockholder vote (other than the election of directors), the voting trustees will be required to vote all of the Class A common stock and Class A exchangeable shares deposited in the voting trusts against the matter. There is no other mechanism in the voting trust agreements to resolve a potential deadlock between these stockholders. Therefore, if either Pentland or the Coors Trust is unwilling to vote in favor of a transaction that is subject to a stockholder vote, we would be unable to complete the transaction even if our board, management or other stockholders believe the transaction is beneficial for Molson Coors.

Our success as an enterprise depends largely on the success of relatively few products in several mature markets; the failure or weakening of one or more of these products or markets could materially adversely affect our financial results. The combination of the Molson Canadian and Coors Light brands represented more than 44% of our Canada segment's sales volume in 2007. Similarly, MillerCoors is dependent on Miller Lite and Coors Light in the U.S. Carling lager is the best-selling brand in the United Kingdom and represented more than 78% of our U.K. segment sales volume in 2007. Consequently, any material shift in consumer preferences away from these brands, or from the categories in which they compete, would have a disproportionately large adverse impact on our business. Moreover, each of our major markets is mature, and in each we face large competitors who have greater financial, marketing, and distribution resources and are more diverse in terms of their geographies and brand portfolios.

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Poor investment performance of pension plan holdings and other factors impacting pension plan costs could unfavorably impact liquidity and results of operations. Our costs of providing defined benefit pension plans are dependent upon a number of factors, such as the rates of return on the plans' assets, discount rates, the level of interest rates used to measure the required minimum funding levels of the plans, future government regulation, and our required and/or voluntary contributions made to the plans. While we comply with the minimum funding requirements, we have certain qualified pension plans with obligations which exceeded the value of the plans' assets. Without sustained growth in the pension investments over time to increase the value of the plans' assets and depending upon the other factors as listed above, we could be required to fund the plans with significant amounts of cash. Such cash funding obligations could have a material impact on our cash flows, financial position, or results of operations.

We rely on a small number of suppliers to obtain the packaging we need to operate our business. The inability to obtain materials could unfavorably affect our ability to produce our products. For our U.S. business, we purchase certain types of packaging materials from a small number of suppliers. This packaging (including aluminum cans, aluminum can sheet and paperboard) is unique and is produced by a limited number of suppliers. Additionally, we are contractually obligated to purchase substantially all our can and bottle needs in the United States and Canada from our container joint ventures or from our partners in those ventures, Ball Corporation (RMMC) and Owens-Brockway Glass Container, Inc. (RMBC). Consolidation of the glass bottle industry in North America has reduced local supply alternatives and increased risks of glass bottle supply disruptions. CBL has a single source for its can supply (Ball). The inability of any of these suppliers to meet our production requirements without sufficient time to develop an alternative source could have a material adverse effect on our business.

Consolidation of brewers worldwide may lead to the termination of one or more manufacturer/distribution agreements, which could have a material adverse effect on our business. We manufacture and/or distribute products of other beverage companies, including those of one or more competitors, through various licensing, distribution or other arrangements in Canada and the United Kingdom. Beer industry consolidation may increase the competitive environment, straining our current and future relationships with our partners. The loss of one or more of these arrangements could have a material adverse effect on the results of one or more reporting segments.

Because we will continue to face intense global competition, operating results may be unfavorably impacted. The brewing industry is highly competitive and requires substantial human and capital resources. Competition in our markets could require us to reduce prices or increase capital and other expenditures or cause us to lose sales volume, any of which could have a material adverse effect on our business and financial results. In addition, in some of our markets, our primary competitors have substantially greater financial, marketing, production and distribution resources than Molson Coors has. In all of the markets in which Molson Coors operates, aggressive marketing strategies by our main competitors could adversely affect our financial results.

We may not properly execute, or realize the anticipated $250 million of cost savings or benefits from, our ongoing strategic initiatives. Our success is partly dependent upon properly executing and realizing cost savings or other benefits from the additional cost savings initiatives identified during 2007. These initiatives are primarily designed to make the company more efficient across the whole of the business, which is a necessity in our highly competitive industry. These initiatives are often complex, and a failure to implement them properly may, in addition to not meeting projected cost savings or benefits, result in a strain on the company's sales, manufacturing, logistics, customer service, or finance and accounting functions. Any of these results could have a material adverse effect on the business and financial results of the company.

Changes in tax, environmental or other regulations or failure to comply with existing licensing, trade and other regulations could have a material adverse effect on our financial condition. Our business is highly

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regulated by federal, state, provincial, and local laws and regulations in various countries regarding such matters as licensing requirements, trade and pricing practices, labeling, advertising, promotion and marketing practices, relationships with distributors, environmental matters, smoking bans at on-premise locations, and other matters. Failure to comply with these laws and regulations or changes in these laws and regulations or in tax, environmental, excise tax levels imposed or any other laws or regulations could result in the loss, revocation or suspension of our licenses, permits or approvals and could have a material adverse effect on our business, financial condition, and results of operations. Additionally, the combination of the Miller and Coors businesses may expose Molson Coors to regulatory risk arising from the legacy Miller portfolio. Sparks, a MillerCoors brand, is a leading product in the caffeinated alcohol beverages category. A task force of the National Association of Attorneys General, the umbrella organization for the states' attorneys general in the U.S., has expressed concern about this category and product, and several states have issued civil investigative demands for information about the product (collectively, the "AGs' Investigations"). The U.S. Alcohol and Tobacco, Tax and Trade Bureau investigated Sparks in 2007 and found no violations of the Bureau's regulations. In June 2008, Anheuser Busch agreed to discontinue its product offerings in this category. Since then, numerous AGs expressed concerns about a product line extension called Sparks Red®, and MillerCoors agreed to delay the release of the line extension pending discussions with the AGs. The AGs' Investigations are ongoing and could lead to litigation. If undertaken, alternative outcomes of AG litigation are possible, including but not limited to: a finding that the production and marketing of the Sparks brand does not violate relevant consumer protection statutes; a finding that sets limitations on the marketing of Sparks; or findings that could result in the withdrawal of Sparks from the market. A finding of violations of relevant consumer protection statutes could result in the entry of injunctive relief, the entry of an order for restitution, the imposition of civil penalties as high as US$50,000 per violation, and/or the imposition of costs and attorneys' fees.

Our consolidated financial statements are subject to fluctuations in foreign exchange rates, most significantly the British pound ("GBP") and the Canadian dollar ("CAD"). We hold assets and incur liabilities, earn revenues and pay expenses in different currencies, most significantly in Canada and in the United Kingdom. Since our financial statements are presented in U.S. Dollars ("USD"), we must translate our assets, liabilities, income and expenses into USD at current exchange rates. Increases and decreases in the value of the USD will affect, perhaps adversely, the value of these items in our financial statements, even if their local currency value has not changed. We have active hedging programs to address foreign exchange rate changes. However, to the extent that we fail to adequately manage the foregoing risks, including if our hedging arrangements do not effectively or completely hedge changes in foreign currency rates, our results of operations may be adversely impacted.

Our operations face significant commodity price change exposure which could materially and adversely affect our operating results. We use a large volume of agricultural and other raw materials to produce our products, including barley, barley malt, hops, corn, other various starches, water, and packaging materials, including aluminum, cardboard and other paper products. We also use a significant amount of diesel fuel in our operations. The supply and price of these raw materials and commodities can be affected by a number of factors beyond our control, including market demand, global geopolitical events (especially as to their impact on crude oil prices and the resulting impact on diesel fuel prices), frosts, droughts and other weather conditions, economic factors affecting growth decisions, plant diseases, and theft. To the extent any of the foregoing factors affect the prices of ingredients or

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packaging, our results of operations could be materially and adversely impacted. We have active hedging programs to address commodity price changes. However, to the extent we fail to adequately manage the foregoing risks, including if our hedging arrangements do not effectively or completely hedge changes in commodity price risks, including price risk associated with diesel fuel and aluminum, results of operations may be adversely impacted.

We could be adversely affected by overall declines in the beer market. Consumer trends in some global markets indicate increases in consumer preference for wine and spirits, as well as for lower priced, value segment beer brands, which could result in loss of volume or a deterioration of operating margins.

The success of our business relies heavily on brand image, reputation, and product quality. Deterioration to our brand equity may have a material effect to our operations and financial results. It is important we have the ability to maintain and increase the image and reputation of our existing products. The image and reputation of our products may be reduced in the future; concerns about product quality, even when unsubstantiated, could be harmful to our image and reputation of our products. Restoring the image and reputation of our operations may be costly; operations and financial results may be adversely impacted.

Due to a high concentration of unionized workers in the United Kingdom, Canada and at MillerCoors in the U.S., we could be significantly affected by labor strikes, work stoppages, or other employee-related issues. Approximately 63%, 24% and 40% of the Molson, CBL and MillerCoors workforces, respectively, are represented by trade unions. Although we believe relations with our employees are good, stringent labor laws in the U.K. expose us to a greater risk of loss should we experience labor disruptions in that market.

Changes to the regulation of the distribution systems for our products could adversely impact our business. In 2006, the U.S. Supreme Court ruled that certain state regulations of interstate wine shipments are unlawful. As a result of this decision, states may alter the three-tier distribution system that has historically applied to the distribution of products now sold through MillerCoors (including our on-U.S. products). Changes to the three-tier distribution system could have a materially adverse impact on our business. Further, in certain Canadian provinces, our products are distributed through joint venture arrangements that are mandated and regulated by provincial government regulators. If provincial regulation should change, effectively eliminating the distribution channels, the costs to adjust our distribution methods could have a material adverse impact on our business.

Because of our reliance on third-party service providers for certain administrative functions, we could experience a disruption to our business. We rely exclusively on one information services provider worldwide for our information technology functions including network, help desk, hardware, and software configuration Additionally, during the first quarter of 2008, we signed a contract with another third-party service provider to outsource a significant portion of work associated with our finance and accounting, human resources, and other information technology functions. We began transitioning work to our service provider in the first half of 2008, and the transition will continue through the end of the year. If one of these service providers were to fail and we were unable to find a suitable replacement in a timely manner, we could be unable to properly administer our information technology systems or other administrative tasks associated with the outsourced functions.

We may incur impairments of the carrying value of our goodwill and other intangible assets that have indefinite useful lives. In connection with various business combinations, we have allocated material amounts of the related purchase prices to goodwill and other intangible assets that are considered to have indefinite useful lives. These assets are tested for impairment at least annually, using estimates and assumptions affected by factors such as economic and industry conditions and changes in operating performance. In Canada, a significant portion of the purchase price of the 2005 merger between

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Molson and Coors was allocated to Molson's core brands, which have been assigned an indefinite life. Projected declines in sales volume or net price realization, or projected increases in costs to produce these brands, could cause an impairment in their value. In the event that the adverse financial impact of current trends with respect to our U.K. business continue and are worse than we anticipate, we may be required to record impairment charges. These charges could be material and could adversely impact our results of operations.

Risks Specific to Our Discontinued Operations

Indemnities provided to the purchaser of 83% of the Cervejarias Kaiser Brasil S.A. ("Kaiser") business in Brazil could result in future cash outflows and statement of operations charges. In 2006, we sold our 83% ownership interest in Kaiser to FEMSA Cerveza S.A. de C.V. ("FEMSA"). The terms of our 2006 agreement require us to indemnify FEMSA for exposures related to certain tax, civil and labor contingencies and certain purchased tax credits. The ultimate resolution of these claims is not under our control, and we cannot predict the outcomes of administrative and judicial proceedings that will occur with regard to these claims. It is possible that we will have to make cash outlays to FEMSA with regard to these indemnities. While the fair values of these indemnity obligations are recorded as liabilities on our balance sheet in conjunction with the sale, we could incur future statement of operations charges as facts further develop resulting in changes to our fair value estimates or changes in our assessment of probability of loss on these items. Due to the uncertainty involved in the ultimate outcome and timing of these contingencies, significant adjustments to the carrying value of our indemnity liabilities and corresponding statement of operations charges/credits could result in the future.

Risks Specific to the Canada Segment

We may be required to provide funding to the entity that owns the Montréal Canadiens hockey club and certain related entertainment businesses pursuant to the guarantees given to the National Hockey League ("NHL"). Pursuant to certain guarantees given to the NHL as a minority owner of the Montréal Canadiens professional hockey club (majority ownership was sold by Molson in 2001) and certain related entertainment businesses, Molson may have to provide funding to the Club (joint and severally based on our 19.9% ownership) to meet its obligations and its operating expenses if the Club cannot meet its obligations under various agreements.

Risks Specific to the U.S. Segment and MillerCoors

We may not realize cost savings and other benefits from MillerCoors due to challenges associated with integrating operations, technologies, sales, and other aspects of the operations. The success of MillerCoors will depend in part on the success of the management team in integrating the operations, technologies, and personnel of MCBC's and SABMiller's former U.S. operations. The failure of MillerCoors to integrate the two operations or otherwise realize the anticipated benefits of the joint venture transaction, including the estimated $500 million annual cost savings that we previously projected, could unfavorably impact the results of operations of MillerCoors. In addition, the overall integration of MCBC and SABMiller's respective U.S. operations is a complex undertaking and, accordingly, may result in unanticipated operational problems, expenses and liabilities, and diversion of management's attention.

The challenges involved in this integration include the following:

•: integrating successfully the respective Miller and Coors U.S. operations, technologies, products and services;
•: reducing the costs associated with each company's U.S. operations;

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•: coordinating sales, distribution, and marketing efforts to effectively promote the products of MillerCoors;
•: preserving distribution, marketing, or other important relationships of the U.S. operations of both Miller and Coors and resolving potential conflicts that may arise;
•: successful integration of the distributorship structure of the two entities, including the resolution of disputes arising from the consolidation of distributors arising from the MillerCoors joint venture;
•: coordinating and rationalizing research and development activities to accelerate introduction of new products and other innovations;
•: retaining management, key employees and business partners;
•: assimilating the personnel and business cultures of both companies; and building employee morale and motivation.

Any adverse financial, operation or other events affecting MillerCoors could adversely affect our financial results or prospects.

We do not fully control the operations and administration of MillerCoors, our investment in which represents our interests in the U.S. beer business. We jointly control MillerCoors with SABMiller, and hold 42% economic interest in it. MillerCoors management is responsible for the day to day operations of the business including brewing, distribution, sales, marketing, finance, information technology, human resources, legal, technical operations, safety, environmental compliance, and relationships with governments. As we do not have full control over the activities of MillerCoors, our results of operations for those ventures are dependent upon the efforts of MillerCoors management, our ability to govern the joint venture effectively with SABMiller, and factors beyond our control that may affect SABMiller. Additionally, the existence of MillerCoors impacts the scope of our internal controls over financial reporting and internal control issues at MillerCoors could affect our financial reporting processes.

MillerCoors is highly dependent on independent distributors in the United States to sell its and our products, with no assurance that these distributors will effectively sell its and our products. MillerCoors sells all of its products and our non-U.S. products in the United States to distributors for resale to retail outlets. Some of these distributors are at a competitive disadvantage because they are smaller than the largest distributors in their markets. In addition, the regulatory environment of many states makes it very difficult to change distributors. Consequently, if MillerCoors is not allowed or is unable to replace unproductive or inefficient distributors, our business, financial position, and results of operation may be adversely affected. Consolidation of distributors is expected to occur following the formation of MillerCoors. The current state of the financial and credit markets may make it more difficult for consolidation among distributors to occur.

Risks Specific to the United Kingdom Segment

Sales volume trends in the United Kingdom brewing industry reflect movement from on-premise channels to off-premise channels, a trend which unfavorably impacts our profitability. In recent years, beer volume sales in the U.K. have been shifting from pubs and restaurants (on-premise) to retail stores (off-premise), for the industry in general. A ban on smoking in pubs and restaurants across the whole of the U.K. enacted in 2007 accelerated this trend. Margins on sales to off-premise customers tend to be lower than margins on sales to on-premise customers; hence continuation of these trends would further adversely impact our profitability.

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Consolidation of pubs and growth in the size of pub chains in the United Kingdom could unfavorably impact pricing. The trend toward consolidation of pubs, away from independent pub and club operations, is continuing in the United Kingdom. These larger entities have stronger price negotiating power, and therefore continuation of this trend could impact CBL's ability to obtain favorable pricing in the on-premise channel (due to the spillover effect of reduced negotiating leverage) and could reduce our revenues and profit margins. In addition, these larger customers continue to move to purchasing directly more of the products that, in the past, we have provided as part of our factored business. Further consolidation could contribute to an adverse financial impact.

We depend exclusively on one logistics provider in England, Wales, and Scotland for distribution of our CBL products. We are a party to a joint venture with DHL ("Tradeteam"). Tradeteam handles all of the physical distribution for CBL in England, Wales and Scotland, except where a different distribution system is requested by a customer. If Tradeteam were unable to continue distribution of our products and we were unable to find a suitable replacement in a timely manner, we could experience significant disruptions in our business that could have an adverse financial impact.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

None

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ITEM 6. EXHIBITS

The following are filed as a part of this Report on Form 10-Q:

(a): Exhibits

Exhibit Number			Document Description

	4.1		Molson Coors Brewing Company Incentive Compensation Plan—Amended and Restated effective January 1, 2008.
	10.1		Employment Agreement by and among Molson Coors Brewing Company and Peter Swinburn effective July 1, 2008.
	10.2		Employment Agreement by and among Molson Coors Brewing Company and Stewart Glendinning effective July 1, 2008.
	10.3		Form of Employee RSU Award Statement pursuant to the Molson Coors Brewing Company Incentive Compensation Plan.
	10.4		Form of Performance Share Plan Award Statement pursuant to the Molson Coors Brewing Company Incentive Compensation Plan.
	10.5		Amended and Restated Directors' Stock Plan effective January 1, 2008.
	10.6		Form of Director RSU Award Statement pursuant to the Molson Coors Brewing Company Incentive Compensation Plan.
	10.7		Molson Coors Brewing Company Amended and Restated Change in Control Protection Program effective January 1, 2008.
	31.1		Section 302 Certification of Chief Executive Officer.
	31.2		Section 302 Certification of Chief Financial Officer.
	32		Written Statement of Chief Executive Officer and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 USC. Section 1350).

Table of Contents

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		MOLSON COORS BREWING COMPANY
		By:		/s/ WILLIAM G. WATERS William G. Waters Vice President and Controller (Chief Accounting Officer) November 6, 2008

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Exhibit 4.1

Molson Coors Brewing Company
Incentive Compensation Plan

Amended and Restated Effective January 1, 2008

Contents



Article 1.	Establishment, Purpose, and Duration	1
Article 2.	Definitions	1
Article 3.	Administration	6
Article 4.	Shares Subject to the Plan and Maximum Awards	7
Article 5.	Eligibility and Participation	9
Article 6.	Stock Options	9
Article 7.	Stock Appreciation Rights	11
Article 8.	Restricted Stock and Restricted Stock Units	13
Article 9.	Performance Units/Performance Shares	14
Article 10.	Cash-Based Awards and Other Stock-Based Awards	15
Article 11.	Performance Measures	16
Article 12.	Covered Employee Annual Incentive Award	17
Article 13.	Nonemployee Director Awards	17
Article 14.	Dividend Equivalents	18
Article 15.	Beneficiary Designation	18
Article 16.	Deferrals	18
Article 17.	Rights of Participants	18
Article 18.	Change in Control	19
Article 19.	Amendment, Modification, Suspension, and Termination	20
Article 20.	Withholding	20
Article 21.	Successors	21
Article 22.	General Provisions	21

PART II
Molson Coors Brewing Company
Incentive Compensation Plan

Item 2

Article 1. Establishment, Purpose, and Duration

1.1 Establishment . Adolph Coors Company, a Delaware corporation, to be known as the Molson Coors Brewing Company commencing at the Effective Time referred to in the Combination Agreement (as defined in Article 2 below) (hereinafter referred to, together with its Affiliates and Subsidiaries (as hereinafter defined), as the "Company", except where the context otherwise requires), establishes an incentive compensation plan to be known as the Incentive Compensation Plan (the "Plan"), as set forth in this document.

The Plan permits the grant of Cash-Based Awards, Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Covered Employee Annual Incentive Awards, and Other Stock-Based Awards.

The Plan shall become effective upon the later of shareholder approval of the Plan or the Effective Time referred to in the Combination Agreement (as defined below) (the "Effective Date") and shall remain in effect as provided in Section 1.3 hereof.

1.2 Purpose of the Plan . The purpose of the Plan is to provide a means whereby Employees, Directors, and Third-Party Service Providers of the Company develop a sense of proprietorship and personal involvement in the development and financial success of the Company, and to encourage them to devote their best efforts to the business of the Company, thereby advancing the interests of the Company and its stockholders. A further purpose of the Plan is to provide a means through which the Company may attract able individuals to become Employees or serve as Directors or Third-Party Service Providers of the Company and to provide a means whereby those individuals upon whom the responsibilities of the successful administration and management of the Company are of importance, can acquire and maintain stock ownership, thereby strengthening their concern for the welfare of the Company.

1.3 Duration of the Plan . Unless sooner terminated as provided herein, the Plan shall terminate ten (10) years from the Effective Date. After the Plan is terminated, no Awards may be granted but Awards previously granted shall remain outstanding in accordance with their applicable terms and conditions and the Plan's terms and conditions. Notwithstanding the foregoing, no Incentive Stock Options may be granted more than ten (10) years after the earlier of (a) adoption of the Plan by the Board, or (b) the Effective Date.

Item 3

Article 2. Definitions

Whenever used in the Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of the word shall be capitalized.

2.1 "Affiliate " means any corporation or other entity, including but not limited to partnerships and joint ventures, with respect to which the Company, directly or indirectly, owns as applicable (a) stock possessing more than twenty percent (20%) of the total combined voting power of all classes of stock entitled to vote, or more than twenty percent (20%) of the total value of all shares of all classes of stock of such corporation, or (b) an aggregate of more than twenty percent (20%) of the profits interest or capital interest of a non-corporate entity; provided that if an Award that is "deferred compensation" within the meaning of Section 409A of the Code, then with respect to any entity in which the Company owns less than a fifty percent (50%) interest, the Committee has determined prior to the granting of such Award that there are legitimate business criteria for treating such entity as an Affiliate for purposes of this Plan. The Committee has determined that MillerCoors is an Affiliate.

2.2 "Annual Award Limit " or " Annual Award Limits " have the meaning set forth in Section 4.3.

2.3 "Award " means, individually or collectively, a grant under this Plan of Cash-Based Awards, Nonqualified Stock Options, Incentive Stock Options, SARs, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Covered Employee Annual Incentive Awards, or Other Stock-Based Awards, in each case subject to the terms of this Plan.

2.4 "Award Agreement " means either (i) a written agreement entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award granted under this Plan, or (ii) a written statement issued by the Company to a Participant describing the terms and provisions of such Award, including any amendment or modification thereof. The Committee may provide for the use of electronic, internet or other non-paper Award Agreements and the use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by the Participant.

2.5 "Beneficial Owner " or "Beneficial Ownership" shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

2.6 "Board " or "Board of Directors" means the Board of Directors of the Company.

2.7 "Cash-Based Award " means an Award granted to a Participant as described in Article 10.

2.8 "Cause " means the Participant's:

(a): Continued failure to substantially perform his duties with the Company;
(b): Conviction of a felony;
(c): Engagement in illegal conduct, an act of dishonesty, or other conduct, that the Committee, in its sole discretion, determines to be injurious to the Company;
(d): Willful breach of a material provision of the Company's ethical code of conduct as determined by the Committee; or
(e): Material breach of fiduciary duties to the Company.

Notwithstanding the foregoing, if the Participant and the Company have entered into an employment or service agreement which defines "Cause" (or words of similar import), such definition and any procedures relating to the determination thereof set forth in such agreement shall govern the determination of whether "Cause" has occurred for purposes of the Plan.

2.9 "Change in Control " means the occurrence of any of the following events after the Effective Date:

(a): 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 of Directors (the "Outstanding Company Voting Securities") in excess of the Outstanding Company Voting Securities held by the Voting Trust; provided, that for purposes of this Section 2.9, 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 twenty percent (20%) or more of the Outstanding Company Voting Securities, (ii) the Company or any Subsidiary, or (iii) any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Subsidiaries;
(b): Individuals who constitute the Board as of the Effective Date hereof (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 Restated Certificate of Incorporation and By-laws 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;

(c): 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 (a "Business Combination"), in each case unless, following such Business Combination: (i) the Voting Trust continues to hold, directly or indirectly, more than fifty percent (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, 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 (including individuals deemed to be members of the Incumbent Board by reason of the proviso to paragraph (b) of this Section 2.9) at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or
(d): Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

2.10 "Code " means the U.S. Internal Revenue Code of 1986, as amended from time to time. For purposes of this Plan, references to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provisions.

2.11 "Combination Agreement " means the Combination Agreement dated as of July 21, 2004, by and among the Company, Coors Canada Inc. and Molson Inc.

2.12 "Committee " means the Compensation Committee of the Board or a subcommittee thereof, or any other committee designated by the Board to administer this Plan. The members of the Committee shall be appointed from time to time by and shall serve at the discretion of the Board.

2.13 "Company " means, where the context requires, Adolph Coors Company, a Delaware corporation, to be known as Molson Coors Brewing Company as of the Effective Time of the Arrangement (as defined below), any successor thereto as provided in Article 21 herein. As set forth in Section 1.1, references herein to Company shall also include Affiliates as the context requires.

2.14 "Covered Employee " means a Participant who is a "covered employee," as defined in Code Section 162(m) and the treasury regulations promulgated under Code Section 162(m), or any successor statute.

2.15 "Covered Employee Annual Incentive Award " means an Award granted to a Covered Employee as described in Article 12.

2.16 "Director " means any individual who is a member of the Board of Directors of the Company.

2.17 "Effective Date " has the meaning set forth in Section 1.1.

2.18 "Effective Time " means the "Effective Time" as defined in the Combination Agreement dated as of July 21, 2004, by and among the Company, Coors Canada Inc. and Molson Inc.

2.19 "Employee " means any employee of the Company, and/or its Affiliates.

2.20 "Exchange Act " means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.

2.21 "Extraordinary Items " means (i) extraordinary, unusual, and/or nonrecurring items of gain or loss; (ii) gains or losses on the disposition of a business; (iii) changes in tax or accounting regulations or laws; or (iv) the effect of a merger or acquisition, all of which must be identified in the audited financial statements, including footnotes, or Management Discussion and Analysis section of the Company's annual report.

2.22 "Fair Market Value " or " FMV " means a price that is based on the opening, closing, actual, high, low, or the arithmetic mean of selling prices of a Share reported on the New York Stock Exchange ("NYSE"), or if not the NYSE, on the established stock exchange which is the principal exchange upon which the Shares are traded on the applicable date, the preceding trading day, the next succeeding trading day, or an arithmetic mean of selling prices on all trading days over a specified averaging period weighted by volume of trading on each trading day in the period, that is within thirty (30) days before or thirty (30) days after the applicable date as determined by the Committee in its discretion; provided that, if an arithmetic mean of prices is used to set a grant price or an Option price, the commitment to grant such Award based on such arithmetic mean must be irrevocable before the beginning of the specified averaging period in accordance with Treasury Regulation 1.409A-1(b)(5)(iv)(A). Unless the Committee determines otherwise, if the Shares are traded over the counter at the time a determination of its Fair Market Value is required to be made hereunder, Fair Market Value shall be deemed to be equal to the arithmetic mean between the reported high and low or closing bid and asked prices of a Share on the applicable date, or if no such trades were made that day then the most recent date on which Shares were publicly traded. In the event Shares are not publicly traded at the time a determination of their value is required to be made hereunder, the determination of their Fair Market Value shall be made by the Committee in such manner as it deems appropriate provided such manner is consistent with Treasury Regulation 1.409A-1(b)(5)(iv)(B). Such definition(s) of FMV shall be specified in each Award Agreement and may differ depending on whether FMV is in reference to the grant, exercise, vesting, settlement, or payout of an Award; provided, however that in the absence of such determination, Fair Market Value means the arithmetic mean of the high and low sales prices for a Share as reported by the NYSE (or such other principal exchange) on the applicable date, or if no sales occurred that day, on the most recent date upon which sales did occur; and, provided further, that upon a broker-assisted exercise of an Option, the FMV shall be the price at which the Shares are sold by the broker.

2.23 "Full-Value Award " means an Award other than in the form of an ISO, NQSO, or SAR, and which is settled by the issuance of Shares.

2.24 "Freestanding SAR " means an SAR that is granted independently of any Options, as described in Article 7.

2.25 "Grant Price " means the price established at the time of grant of a SAR pursuant to Article 7, used to determine whether there is any payment due upon exercise of the SAR.

2.26 "Incentive Stock Option " or " ISO " means an Option to purchase Shares granted under Article 6 to an Employee and that is designated as an Incentive Stock Option and that is intended to meet the requirements of Code Section 422, or any successor provision.

2.27 "Inside r" shall mean an individual who is, on the relevant date, an officer, or Director of the Company, or a more than ten percent (10%) Beneficial Owner of any class of the Company's equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Board in accordance with Section 16 of the Exchange Act.

2.28 "Nonemployee Director " means a Director who is not an Employee.

2.29 "Nonemployee Director Award " means any NQSO, SAR, or Full-Value Award granted, whether singly, in combination, or in tandem, to a Participant who is a Nonemployee Director pursuant to such applicable terms, conditions, and limitations as the Board or Committee may establish in accordance with this Plan.

2.30 "Nonqualified Stock Option " or " NQSO " means an Option that is not intended to meet the requirements of Code Section 422, or that otherwise does not meet such requirements.

2.31 "Option " means an Incentive Stock Option or a Nonqualified Stock Option, as described in Article 6.

2.32 "Option Price " means the price at which a Share may be purchased by a Participant pursuant to an Option.

2.33 "Other Stock-Based Award " means an equity-based or equity-related Award not otherwise described by the terms of this Plan, granted pursuant to Article 10.

2.34 "Participant " means any eligible individual as set forth in Article 5 to whom an Award is granted.

2.35 "Performance-Based Compensation " means compensation under an Award that is intended to satisfy the requirements of Section 162(m) of the Code and the applicable treasury regulations thereunder for certain performance-based compensation paid to Covered Employees. Notwithstanding the foregoing, nothing in this Plan shall be construed to mean that an Award which does not satisfy the requirements for performance-based compensation under Code Section 162(m) does not constitute performance-based compensation for other purposes, including Code Section 409A.

2.36 "Performance Measures " means measures as described in Article 11 on which the performance goals are based and which are approved by the Company's stockholders pursuant to this Plan in order to qualify certain Awards as Performance-Based Compensation.

2.37 "Performance Period " means the period of time during which the performance goals must be met in order to determine the degree of payout and/or vesting with respect to an Award.

2.38 "Performance Share " means an Award under Article 9 herein and subject to the terms of the Plan, denominated in Shares, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved.

2.39 "Performance Unit " means an Award under Article 9 herein and subject to the terms of the Plan, denominated in units, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved.

2.40 "Period of Restriction " means the period when Restricted Stock or Restricted Stock Units are subject to a substantial risk of forfeiture (based on the passage of time, the achievement of performance goals, or upon the occurrence of other events as determined by the Committee, in its discretion), as provided in Article 8.

2.41 "Person " shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a "group" as defined in Section 13(d) thereof.

2.42 "Plan " means this Molson Coors Brewing Company Incentive Compensation Plan.

2.43 "Plan Year " means the Company's fiscal year, unless the Committee has designated the calendar year, as the applicable Plan Year under a particular Award.

2.44 "Restricted Stock " means an Award granted to a Participant pursuant to Article 8.

2.45 "Restricted Stock Unit " means an Award granted to a Participant pursuant to Article 8, except no Shares are actually awarded to the Participant on the date of grant.

2.46 "Service Vesting Awards " means an Award, the vesting of which is contingent solely on the continued service of the Participant as an Employee or a Director.

2.47 "Share " means a share of Class B common stock of the Company, $0.01 par value per share.

2.48 "Stock Appreciation Right " or " SAR " means an Award, designated as a SAR, pursuant to the terms of Article 7 herein.

2.49 "Subsidiary " means any corporation or other entity, whether domestic or foreign, in which the Company has or obtains, directly or indirectly, a proprietary interest of more than fifty percent (50%) by reason of stock ownership or otherwise.

2.50 "Tandem SAR " means an SAR that is granted in connection with a related Option pursuant to Article 7 herein, the exercise of which shall require forfeiture of the right to purchase a Share under the related Option (and when a Share is purchased under the Option, the Tandem SAR shall similarly be canceled).

2.51 "Third-Party Service Provider " means any consultant, agent, advisor, or independent contractor who renders services to the Company and/or its Affiliates that (a) are not in connection with the offer and sale of the Company's securities in a capital raising transaction, and (b) do not directly or indirectly promote or maintain a market for the Company's securities.

2.52 "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).

Item 4

Article 3. Administration

3.1 General . The Committee shall be responsible for administering the Plan, subject to this Article 3 and the other provisions of the Plan. The Committee may employ attorneys, consultants, accountants, agents, and other individuals, any of whom may be an Employee, and the Committee, the Company, and its officers and Directors shall be entitled to rely upon the advice, opinions, or valuations of any such individuals. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Participants, the Company, and all other interested individuals.

3.2 Authority of the Committee . The Committee shall have 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, to determine eligibility for Awards and to adopt such rules, regulations, forms, instruments, and guidelines for administering the Plan as the Committee may deem necessary or proper. Such authority shall include, but not be limited to, 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 Article 19, adopting modifications and amendments to the Plan or any Award Agreement, including without limitation, any that are necessary to comply with the laws of the countries and other jurisdictions in which the Company and/or its Affiliates operate.

3.3 Delegation . The Committee may delegate to one or more of its members or to one or more officers of the Company and/or its Affiliates or to one or more agents or advisors such administrative duties or powers as it may deem advisable, and the Committee or any individuals to whom it has

delegated duties or powers as aforesaid may employ one or more individuals to render advice with respect to any responsibility the Committee or such individuals may have under the Plan. The Committee may, by resolution, authorize one or more officers of the Company to do one or both of the following on the same basis as can the Committee: (a) designate Employees to be recipients of Awards; and (b) determine the size of any such Awards; provided, however, (i) the Committee shall not delegate such responsibilities to any such officer for Awards granted to an Employee that is considered an Insider; (ii) the resolution providing such authorization sets forth the total number of Awards such officer(s) may grant; and (iii) the officer(s) shall report periodically to the Committee regarding the nature and scope of the Awards granted pursuant to the authority delegated.

3.4 Claims . A Participant who wishes to appeal any determination of the Committee concerning an Award granted pursuant to the Plan shall notify the Committee in a writing, which shall state the basis for the appeal. The appeal shall be filed with the Committee within 30 days after the date the Participant received the notice from the Committee. The written appeal may be filed by the Participant's authorized representative. The Committee shall review the appeal and issue its decision within 90 days after it receives the Participant's appeal. If the Committee needs additional time to review the appeal, it shall notify the Participant in writing and specify when it expects to render its decision. After completion of its review, the Committee shall notify the Participant of its decision in writing, which shall state the reasons for the Committee's decision.

If, after the completion of the procedure set forth in the preceding paragraph, the Participant wishes to further pursue the appeal, the appeal shall be submitted to, and determined through, binding arbitration in Denver, Colorado in accordance with the arbitration procedures of the American Arbitration Association ("AAA") existing at the time the arbitration is conducted, before a single arbitrator chosen in accordance with AAA procedures. The decision of the arbitrator shall be enforceable as a court judgment.

Item 5

Article 4. Shares Subject to the Plan and Maximum Awards

4.1 Number of Shares Available for Awards .

(a): Subject to adjustment as provided in Section 4.4 herein, the maximum number of Shares available for issuance to Participants under the Plan (the "Share Authorization") shall be 5,000,000 Shares, plus the number of Shares that remain available for issuance under the Adolph Coors Company Equity Incentive Plan as of the Effective Date (increased by any Shares subject to any then-outstanding award under such plan which upon the lapse, expiration or cancellation exercise or other settlement of such award are either not issued or are withheld by the Company).
(b): Subject to the limit set forth in Section 4.1(a) on the number of Shares that may be issued in the aggregate under the Plan, the maximum number of Shares that may be issued pursuant to ISOs shall be 5,000,000.

4.2 Share Usage . Shares covered by an Award shall only be counted as used to the extent they are actually issued. Any Shares related to Awards which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such Shares, are settled in cash in lieu of Shares, or are exchanged with the Committee's permission, prior to the issuance of Shares, for Awards not involving Shares, shall be available again for grant under the Plan. Moreover, if the Option Price of any Option granted under the Plan or the tax withholding requirements with respect to any Award granted under the Plan are satisfied by tendering Shares to the Company (by either actual delivery or by attestation), or if an SAR is exercised, only the number of Shares issued, net of the Shares tendered, if any, will be deemed delivered for purposes of determining the maximum number of Shares available

for delivery under the Plan. The Shares available for issuance under the Plan may be authorized and unissued Shares or treasury Shares.

4.3 Annual Award Limits . Unless and until the Committee determines that an Award to a Covered Employee shall not be designed to qualify as Performance-Based Compensation, the following limits (each an "Annual Award Limit" and, collectively, "Annual Award Limits") shall apply to grants of such Awards under the Plan:

(a): Options : The maximum aggregate number of Shares subject to Options granted in any one (1) Plan Year to any one (1) Participant shall be 500,000 Shares.
(b): SARs : The maximum number of Shares subject to Stock Appreciation Rights granted in any one (1) Plan Year to any one (1) Participant shall be 500,000 Shares.
(c): Restricted Stock or Restricted Stock Units : The maximum aggregate grant with respect to Awards of Restricted Stock or Restricted Stock Units in any one (1) Plan Year to any one (1) Participant shall be 250,000.
(d): Performance Units or Performance Shares : The maximum aggregate Award of Performance Units or Performance Shares that any one (1) Participant may receive in any one (1) Plan Year shall be 250,000 Shares if such Award is payable in Shares, or equal to the value of 250,000 Shares if such Award is payable in cash or property other than Shares with such amount determined as of the earlier of the vesting date or the payout date.
(e): Cash-Based Awards : The maximum aggregate amount awarded or credited with respect to Cash-Based Awards to any one (1) Participant with respect to any one (1) Plan Year may not exceed $5,000,000.
(f): Covered Employee Annual Incentive Award : The maximum aggregate amount awarded or credited in any one (1) Plan Year with respect to a Covered Employee Annual Incentive Award may not exceed the lesser of five (5) times such Employee's annual base salary as in effect on March 1 of such Plan Year, or $5,000,000.
(g): Other Stock-Based Awards : The maximum aggregate grant with respect to Other Stock-Based Awards pursuant to Section 10.2 in any one (1) Plan Year to any one (1) Participant shall be 250,000 Shares.

4.4 Adjustments in Authorized 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) after the Effective Date, 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 Committee, in its sole discretion, in order to prevent dilution or enlargement of Participants' 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 Committee, in its sole discretion, may also make appropriate adjustments in the terms of any Awards under the Plan to reflect or related to such changes or distributions and to modify any other terms of outstanding Awards, including modifications of performance goals and changes in the length of Performance Periods. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under the Plan.

Subject to the provisions of Article 19, without affecting the number of Shares reserved or available hereunder, the Committee may authorize the issuance or assumption of benefits under this Plan in connection with any merger, consolidation, acquisition of property or stock, or reorganization upon such terms and conditions as it may deem appropriate, subject to compliance with the ISO rules under Section 422 of the Code, where applicable.

With respect to Options and SARs, 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. In addition, with respect to Options, any such substitutions or adjustments under this Section 4.4 shall be based on the intrinsic value of such Option as determined by the Committee, in its discretion, as of the date of such substitution or adjustment. For the absence of doubt, the intrinsic value of "out-of-the-money" Options shall equal zero.

Item 6

Article 5. Eligibility and Participation

5.1 Eligibility . Individuals eligible to participate in this Plan include all Employees, Directors, and Third-Party Service Providers.

5.2 Actual Participation . Subject to the provisions of the Plan, the Committee may, from time to time, select from all eligible individuals, those individuals to whom Awards shall be granted and shall determine, in its sole discretion, the nature of, any and all terms permissible by law, and the amount of each Award.

Item 7

Article 6. Stock Options

6.1 Grant of Options . Subject to the terms and provisions of the Plan, Options 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 Committee, in its sole discretion; provided, that ISOs may be granted only to eligible Employees of the Company or of any parent or subsidiary corporation (as permitted by Section 422 of the Code and the treasury regulations thereunder).

6.2 Award Agreement . Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the maximum duration of the Option, the number of Shares to which the Option pertains, the conditions upon which an Option shall become vested and exercisable, and such other provisions as the Committee shall determine which are not inconsistent with the terms of the Plan. The Award Agreement also shall specify whether the Option is intended to be an ISO or a NQSO, and in the absence of any such specification, the Option shall be an NQSO.

6.3 Option Price . The Option Price for each grant of an Option under this Plan shall be as determined by the Committee and shall be specified in the Award Agreement. The Option Price shall be: (i) based on one hundred percent (100%) of the FMV of the Shares on the date of grant, (ii) set at a premium to the FMV of the Shares on the date of grant, or (iii) indexed to the FMV of the Shares on the date of grant, with the index determined by the Committee, in its discretion; provided, however, the Option Price on the date of grant must be at least equal to one hundred percent (100%) of the FMV of the Shares on the date of grant.

6.4 Duration of Options . Each Option granted to a Participant shall expire at such time as the Committee shall determine at the time of grant; provided, however, no Option shall be exercisable later than the tenth (10th) anniversary date of its grant. Notwithstanding the foregoing, for Options granted to Participants outside the United States, the Committee has the authority to grant Options that have a term greater than ten (10) years.

6.5 Exercise of Options . Options granted under this Article 6 shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which terms and restrictions need not be the same for each grant or for each Participant.

6.6 Payment . Options granted under this Article 6 shall be exercised by the delivery of a notice of exercise to the Company or an agent designated by the Company in a form specified or accepted by the Committee, or by complying with any alternative procedures which may be authorized by the Committee, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares.

A condition of the issuance of the Shares as to which an Option shall be exercised shall be the payment of the Option Price. The Option Price of any Option shall be payable to the Company in full either: (a) in cash or its equivalent; (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the Option Price (provided that except as otherwise determined by the Committee, the Shares that are tendered must have been held by the Participant for at least six (6) months (or such other period as the Committee may permit) prior to their tender to satisfy the Option Price if acquired under this Plan or any other compensation plan mentioned by the Company, or have been purchased on the open market); (c) by a combination of (a) and (b); or (d) any other method approved or accepted by the Committee in its sole discretion, including, without limitation, if the Committee so determines, a cashless (broker-assisted) exercise.

Subject to any governing rules or regulations, as soon as practicable after receipt of written notification of exercise and full payment (including satisfaction of any applicable tax withholding), the Company shall deliver to the Participant evidence of book entry Shares, or upon the Participant's request, Share certificates in an appropriate amount based upon the number of Shares purchased under the Option(s).

Unless otherwise determined by the Committee, all payments under all of the methods indicated above shall be paid in United States dollars.

6.7 Restrictions on Share Transferability . The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted under this Article 6 as it may deem advisable, including, without limitation, minimum holding period requirements, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, or under any blue sky or state securities laws applicable to such Shares.

6.8 Termination of Employment . Each Participant's Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the Option following termination of the Participant's employment or provision of services to the Company and/or its Affiliates. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination.

6.9 Transferability of Options .

(a): Incentive Stock Options . No ISO granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, all ISOs granted to a Participant under this Article 6 shall be exercisable during his lifetime only by such Participant.

(b): Nonqualified Stock Options . Except as otherwise provided in a Participant's Award Agreement or otherwise determined at any time by the Committee, no NQSO granted under this Article 6 may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution; provided, that the Board or Committee may permit further transferability, on a general or a specific basis, and may impose conditions and limitations on any permitted transferability. Further, except as otherwise provided in a Participant's Award Agreement or otherwise determined at any time by the Committee, or unless the Board or Committee decides to permit further transferability, all NQSOs granted to a Participant under this Article 6 shall be exercisable during his lifetime only by such Participant. With respect to those NQSOs, if any, that are permitted to be transferred to another individual, references in the Plan to exercise or payment of the Option Price by the Participant shall be deemed to include, as determined by the Committee, the Participant's permitted transferee.

6.10 Notification of Disqualifying Disposition . If any Participant shall make any disposition of Shares issued pursuant to the exercise of an ISO under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions), such Participant shall notify the Company of such disposition within ten (10) days thereof.

6.11 Substituting SARs . Only in the event the Company is not accounting for equity compensation under APB Opinion No. 25, the Committee shall have the ability to substitute, without receiving Participant permission, SARs paid only in Shares (or SARs paid in Shares or cash at the Committee's discretion) for outstanding Options; provided, the terms of the substituted SARs are the same as the terms for the Options and the aggregate difference between the Fair Market Value of the underlying Shares and the Grant Price of the SARs is equivalent to the aggregate difference between the Fair Market Value of the underlying Shares and the Option Price of the Options. If, in the opinion of the Company's auditors, this provision creates adverse accounting consequences for the Company, it shall be considered null and void.

Item 8

Article 7. Stock Appreciation Rights

7.1 Grant of SARs . Subject to the terms and conditions of the Plan, SARs may be granted to Participants at any time and from time to time as shall be determined by the Committee. The 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 Committee shall have complete discretion in determining the number of SARs granted to each Participant and, consistent with the provisions of the Plan, in determining the terms and conditions pertaining to such SARs.

The Grant Price for each grant of a Freestanding SAR shall be determined by the Committee and shall be specified in the Award Agreement. The Grant Price shall be: (i) based on one hundred percent (100%) of the FMV of the Shares on the date of grant, (ii) set at a premium to the FMV of the Shares on the date of grant, or (iii) indexed to the FMV of the Shares on the date of grant, with the index determined by the Committee, in its discretion; provided, however, the Grant Price on the date of grant must be at least equal to one hundred percent (100%) of the FMV of the Shares on the date of grant. The Grant Price of Tandem SARs shall be equal to the Option Price of the related Option.

7.2 SAR Agreement . Each SAR Award shall be evidenced by an Award Agreement that shall specify the Grant Price, the term of the SAR, and such other provisions as the Committee shall determine.

7.3 Term of SAR . The term of an SAR granted under the Plan shall be determined by the Committee, in its sole discretion, and except as determined otherwise by the Committee and specified

in the SAR Award Agreement, no SAR shall be exercisable later than the tenth (10th) anniversary date of its grant. Notwithstanding the foregoing, for SARs granted to Participants outside the United States, the Committee has the authority to grant SARs that have a term greater than ten (10) years.

7.4 Exercise of Freestanding SARs . Freestanding SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes.

7.5 Exercise of Tandem SARs . Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option. A Tandem SAR may be exercised only with respect to the Shares for which its related Option is then exercisable.

Notwithstanding any other provision of this Plan to the contrary, with respect to a Tandem SAR granted in connection with an ISO: (a) the Tandem SAR will expire no later than the expiration of the underlying ISO; (b) the value of the payout with respect to the Tandem SAR may be for no more than one hundred percent (100%) of the excess of the Fair Market Value of the Shares subject to the underlying ISO at the time the Tandem SAR is exercised over the Option Price of the underlying ISO; and (c) the Tandem SAR may be exercised only when the Fair Market Value of the Shares subject to the ISO exceeds the Option Price of the ISO.

7.6 Payment of SAR Amount . Upon the exercise of an SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying:

(a): The excess of the Fair Market Value of a Share on the date of exercise over the Grant Price; by
(b): The number of Shares with respect to which the SAR is exercised.

At the discretion of the Committee, the payment upon SAR exercise may be in cash, Shares, or any combination thereof, or in any other manner approved by the Committee in its sole discretion. The Committee's determination regarding the form of SAR payout shall be set forth in the Award Agreement pertaining to the grant of the SAR.

7.7 Termination of Employment . Each Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the SAR following termination of the Participant's employment with or provision of services to the Company and/or its Affiliates. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with Participants, need not be uniform among all SARs issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination.

7.8 Nontransferability of SARs . Except as otherwise provided in a Participant's Award Agreement or otherwise determined at any time by the Committee, no SAR granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant's Award Agreement or otherwise determined at any time by the Committee, all SARs granted to a Participant under the Plan shall be exercisable during his lifetime only by such Participant. With respect to those SARs, if any, that are permitted to be transferred to another individual, references in the Plan to exercise of the SAR by the Participant or payment of any amount to the Participant shall be deemed to include, as determined by the Committee, the Participant's permitted transferee.

7.9 Other Restrictions . The Committee shall impose such other conditions and/or restrictions on any Shares received upon exercise of a SAR granted pursuant to the Plan as it may deem advisable or desirable. These restrictions may include, but shall not be limited to, a requirement that the Participant hold the Shares received upon exercise of a SAR for a specified period of time.

Item 9

Article 8. Restricted Stock and Restricted Stock Units

8.1 Grant of Restricted Stock or Restricted Stock Units . Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock and/or Restricted Stock Units to Participants in such amounts as the Committee shall determine. Restricted Stock Units shall be similar to Restricted Stock except that no Shares are actually awarded to the Participant on the date of grant.

8.2 Restricted Stock or Restricted Stock Unit Agreement . Each Restricted Stock and/or Restricted Stock Unit grant shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction, the number of Shares of Restricted Stock or the number of Restricted Stock Units granted, and such other provisions as the Committee shall determine.

8.3 Transferability . Except as provided in this Plan or an Award Agreement, the Shares of Restricted Stock and/or Restricted Stock Units granted herein may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction established by the Committee and specified in the Award Agreement (and in the case of Restricted Stock Units until the date of delivery or other payment), or upon earlier satisfaction of any other conditions, as specified by the Committee, in its sole discretion, and set forth in the Award Agreement or otherwise at any time by the Committee. All rights with respect to the Restricted Stock and/or Restricted Stock Units granted to a Participant under the Plan shall be available during his lifetime only to such Participant, except as otherwise provided in an Award Agreement or at any time by the Committee.

8.4 Other Restrictions . The Committee shall impose such other conditions and/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, and/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.

To the extent deemed appropriate by the Committee, the Company may retain the certificates representing Shares of Restricted Stock in the Company's possession until such time as all conditions and/or restrictions applicable to such Shares have been satisfied or lapse.

Except as otherwise provided in this Article 8, Shares of Restricted Stock covered by each Restricted Stock Award shall become freely transferable by the Participant after all conditions and restrictions applicable to such Shares have been satisfied or lapse (including satisfaction of any applicable tax withholding obligations), and except as expressly provided by the Committee in the Award Agreement, Restricted Stock Units shall be paid in Shares.

8.5 Certificate Legend . In addition to any legends placed on certificates pursuant to Section 8.4, each certificate representing Shares of Restricted Stock granted pursuant to the Plan may bear a legend such as the following or as otherwise determined by the Committee in its sole discretion:

The sale or transfer of Shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the Molson Coors Brewing Company 2004 Stock and Incentive Compensation Plan, and in the associated Award Agreement. A copy of the Plan and such Award Agreement may be obtained from Molson Coors Brewing Company.

8.6 Voting Rights . Unless otherwise determined by the Committee and set forth in a Participant's Award Agreement, to the extent permitted or required by law, as determined by the Committee, Participants holding Shares of Restricted Stock granted hereunder may be granted the right to exercise full voting rights with respect to those Shares during the Period of Restriction. A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder.

8.7 Termination of Employment . Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Restricted Stock and/or Restricted Stock Units following termination of the Participant's employment with or provision of services to the Company and/or its Affiliates. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Shares of Restricted Stock or Restricted Stock Units issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination.

8.8 Section 83(b) Election . The Committee may provide in an Award Agreement that the Award of Restricted Stock is conditioned upon the Participant making or refraining from making an election with respect to the Award under Section 83(b) of the Code. If a Participant makes an election pursuant to Section 83(b) of the Code concerning a Restricted Stock Award, the Participant shall be required to file promptly a copy of such election with the Company.

Item 10

Article 9. Performance Units/Performance Shares

9.1 Grant of Performance Units/Performance Shares . Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Performance Units and/or Performance Shares to Participants in such amounts and upon such terms as the Committee shall determine.

9.2 Value of Performance Units/Performance Shares . Each Performance Unit shall have an initial value that is established by the Committee at the time of grant. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the date of grant. The Committee shall set performance goals in its discretion which, depending on the extent to which they are met, will determine the value and/or number of Performance Units/Performance Shares that will be paid out to the Participant.

9.3 Earning of Performance Units/Performance Shares . Subject to the terms of this Plan, after the applicable Performance Period has ended, the holder of Performance Units/Performance Shares shall be entitled to receive payout on the value and number of Performance Units/Performance Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance goals have been achieved.

9.4 Form and Timing of Payment of Performance Units/Performance Shares . Payment of earned Performance Units/Performance Shares shall be as determined by the Committee and as evidenced in the Award Agreement. Subject to the terms of the Plan, the Committee, in its sole discretion, may pay earned Performance Units/Performance Shares in the form of cash or in Shares (or in a combination thereof) equal to the value of the earned Performance Units/Performance Shares at the close of the applicable Performance Period, or as soon as practicable after the end of the Performance Period. Any Shares may be granted subject to any restrictions deemed appropriate by the Committee. The determination of the Committee with respect to the form of payout of such Awards shall be set forth in the Award Agreement pertaining to the grant of the Award.

9.5 Termination of Employment . Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Performance Units and/or Performance Shares following termination of the Participant's employment with or provision of services to the Company and/or its

Affiliates . Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Awards of Performance Units or Performance Shares issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination.

9.6 Nontransferability . Except as otherwise provided in a Participant's Award Agreement or otherwise determined at any time by the Committee, Performance Units/Performance Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant's Award Agreement or otherwise determined at any time by the Committee, a Participant's rights under the Plan shall be exercisable during his lifetime only by such Participant.

Item 11

Article 10. Cash-Based Awards and Other Stock-Based Awards

10.1 Grant of Cash-Based Awards . Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Cash-Based Awards to Participants in such amounts and upon such terms, including the achievement of specific performance goals, as the Committee may determine.

10.2 Other Stock-Based Awards . The Committee may grant other types of equity-based or equity-related Awards not otherwise described by the terms of this Plan (including the grant or offer for sale of unrestricted Shares) in such amounts and subject to such terms and conditions, as the 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.

10.3 Value of Cash-Based and Other Stock-Based Awards . Each Cash-Based Award shall specify a payment amount or payment range as determined by the Committee. Each Other Stock-Based Award shall be expressed in terms of Shares or units based on Shares, as determined by the Committee. The Committee may establish performance goals in its discretion. If the Committee exercises its discretion to establish performance goals, the number and/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.

10.4 Payment of Cash-Based Awards and Other Stock-Based Awards . Payment, if any, with respect to a Cash-Based Award or an Other Stock-Based Award shall be made in accordance with the terms of the Award, in cash or Shares as the Committee determines.

10.5 Termination of Employment . The Committee shall determine the extent to which the Participant shall have the right to receive Cash-Based Awards or Other Stock-Based Awards following termination of the Participant's employment with or provision of services to the Company and/or its Affiliates . Such provisions shall be determined in the sole discretion of the Committee, such provisions may be included in an Award Agreement entered into with each Participant, but need not be uniform among all Awards of Cash-Based Awards or Other Stock-Based Awards issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination.

10.6 Nontransferability . Except as otherwise determined by the Committee, neither Cash-Based Awards nor Other Stock-Based Awards may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided by the Committee, a Participant's rights under the Plan, if exercisable, shall be exercisable during his lifetime only by such Participant. With respect to those Cash-Based Awards or Other Stock-Based Awards, if any, that are permitted to be transferred to another individual,

references in the Plan to exercise or payment of such Awards by or to the Participant shall be deemed to include, as determined by the Committee, the Participant's permitted transferee.

Item 12

Article 11. Performance Measures

11.1 Performance Measures . Unless and until the Committee proposes for shareholder vote and the stockholders approve a change in the general Performance Measures set forth in this Article 11, the performance goals upon which the payment or vesting of an Award to a Covered Employee (other than a Covered Employee Annual Incentive Award awarded or credited pursuant to Article 12) that is intended to qualify as Performance-Based Compensation shall be limited to the following Performance Measures:

(a): Net earnings or net income (before or after taxes);
(b): Earnings per share;
(c): Net sales or revenue growth;
(d): Net operating profit;
(e): Return measures (including, but not limited to, return on assets, capital, invested capital, equity, revenue, or sales);
(f): Cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on equity);
(g): Earnings before or after taxes, interest, depreciation, and/or amortization;
(h): Gross or operating margins;
(i): Productivity ratios;
(j): Share price (including, but not limited to, growth measures and total shareholder return);
(k): Expense targets;
(l): Margins;
(m): Operating efficiency;
(n): Market share;
(o): Customer satisfaction; and
(p): Balance sheet measures (including but not limited to, working capital amounts and levels of short and long-term debt).

Any Performance Measure(s) 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, as the 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 Committee, in its sole discretion, deems appropriate, and, may, but need not be, based on a change or an increase or positive result. The 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 in this Article 11 or such other factors as the Committee shall determine.

11.2 Evaluation of Performance . The Committee may provide in any such Award that any evaluation of performance may include or exclude any of the following events that occurs during a Performance Period: (a) asset write-downs, (b) litigation or claim judgments or settlements, (c) the

effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results, (d) any reorganization and restructuring programs, (e) 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, (f) acquisitions or divestitures, (g) foreign exchange gains and losses, and (h) Extraordinary Items. 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.

11.3 Adjustment of Performance-Based Compensation . Awards that are intended to qualify as Performance-Based Compensation may not be adjusted upward. The Committee shall retain the discretion to adjust such Awards downward, either on a formula or discretionary basis or any combination, as the Committee determines.

11.4 Committee Discretion . In the event that applicable tax and/or securities laws change to permit Committee discretion to alter the governing Performance Measures without obtaining stockholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining stockholder approval. In addition, in the event that the Committee determines that it is advisable to grant performance-based Awards that are not intended to qualify as Performance-Based Compensation, the 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 in Section 11.1.

Item 13

Article 12. Covered Employee Annual Incentive Award

12.1 Establishment of Annual Incentive Pool . The 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 set forth in Section 11.1. The 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 one hundred percent (100%) of the total pool.

12.2 Determination of Covered Employees' Portions . As soon as possible after the determination of the incentive pool for a Plan Year, the Committee shall 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 then shall be determined by the Committee based on the Covered Employee's allocated portion of the incentive pool subject to adjustment in the sole discretion of the 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 Committee shall retain the discretion to adjust such Awards downward.

Item 14

Article 13. Nonemployee Director Awards

All Awards to Nonemployee Directors shall be determined by the Board or Committee. The terms and conditions of any grant to any such Nonemployee Director shall be set forth in an Award Agreement.

Item 15

Article 14. Dividend Equivalents

Any Participant selected by the Committee may be granted dividend equivalents based on the dividends declared on Shares that are subject to any Award, to be credited as of dividend payment dates, during the period between the date the Award is granted and the date the Award is exercised, vests or expires, as determined by the Committee. Such dividend equivalents shall be converted to cash or additional Shares by such formula and at such time and subject to such limitations as may be determined by the Committee. Notwithstanding the foregoing, the receipt of dividend equivalents on Options or SARs shall not be made contingent on the exercise of any Award.

Item 16

Article 15. Beneficiary Designation

Each Participant under the Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case of his death before he receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Committee, and will be effective only when filed by the Participant in writing with the Company during the Participant's lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant's death shall be paid to the Participant's estate.

Item 17

Article 16. Deferrals

The Committee may permit or require a Participant to defer such Participant's receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant by virtue of the exercise of an Option or SAR, the lapse or waiver of restrictions with respect to Restricted Stock or Restricted Stock Units, or the satisfaction of any requirements or performance goals with respect to Performance Shares, Performance Units, Covered Employee Annual Incentive Awards, Other Stock-Based Awards, or Cash-Based Awards. If any such deferral election is required or permitted, the Committee shall, in its sole discretion, establish rules and procedures for such deferral consistent with the requirements of Article 23.

Item 18

Article 17. Rights of Participants

17.1 Employment . Nothing in the Plan or an Award Agreement shall interfere with or limit in any way the right of the Company and/or its Affiliates to terminate any Participant's employment or service on the Board or to the Company at any time or for any reason not prohibited by law, nor confer upon any Participant any right to continue his employment or service as a Director or Third-Party Service Provider for any specified period of time.

Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company and/or its Affiliates and, accordingly, subject to Articles 3 and 19, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Committee without giving rise to any liability on the part of the Company and/or its Affiliates.

17.2 Participation . No individual shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to be selected to receive a future Award.

17.3 Rights as a Stockholder . Except as otherwise provided herein, a Participant shall have none of the rights of a shareholder with respect to Shares covered by any Award until the Participant becomes the record holder of such Shares.

Item 19

Article 18. Change in Control

18.1 Change in Control of the Company . Notwithstanding any other provision of this Plan to the contrary, the provisions of this Article 18 shall apply in the event of a Change in Control, unless otherwise determined by the Committee in connection with the grant of an Award as reflected in the applicable Award Agreement.

Upon a Change in Control, all then-outstanding Options and Stock Appreciation Rights 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 of Section 18.2 (a "Replacement Award") is provided to the Participant pursuant to Section 4.4 to replace such Award (the "Replaced Award"). The treatment of any other Awards shall be as determined by the Committee and reflected in the applicable Award Agreement.

18.2 Replacement Awards . An Award shall meet the conditions of this Section 18.2 (and hence qualify as a Replacement Award) if: (i) it has a value at least equal to the value of the Replaced Award; (ii) it relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control; and (iii) 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). Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 18.2 are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

18.3 Termination of Employment . Upon a termination of employment or termination of directorship of a Participant occurring in connection with or during the period of two (2) years after such Change in Control, other than for Cause, (i) all Replacement Awards held by the Participant shall become fully vested and (if applicable) exercisable and free of restrictions, and (ii) all Options and Stock Appreciation Rights 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 one (1) year following such termination or until the expiration of the stated term of such Option or SAR, whichever period is shorter; provided, that if the applicable Award Agreement provides for a longer period of exercisability, that provision shall control.

"Termination of employment," "termination of service, "termination of directorship," or words of similar import, as used in this Plan mean, for purposes of any payments under this Plan that are payments of deferred compensation subject to Code Section 409A, the Participant's "separation from service" as defined in Code Section 409A. For this purpose, a "separation from service" is deemed to occur on the date that the Company, and the Participant reasonably anticipate that the level of bona fide services the Participant would perform for the Company and/or any Affiliates after that date (whether as an employee, director or Third-Party Service Provider) would permanently decrease to a level that, based on the facts and circumstances, would constitute a separation from service; provided that a decrease to a level that is 50% or more of the average level of bona fide services provided over the prior 36 months shall not be a separation from service, and a decrease to a level that is 20% or less of the average level of such bona fide services shall be a separation from service. The Committee

retains the right and discretion to specify, and may specify, whether a separation from service occurs for individuals providing services to the Company or an Affiliate immediately prior to an asset purchase transaction in which the Company or an Affiliate is the seller who provide services to a buyer after and in connection with such asset purchase transaction; provided, such specification is made in accordance with the requirements of Treasury Regulation Section 1.409A-1(h)(4).

Item 20

Article 19. Amendment, Modification, Suspension, and Termination

19.1 Amendment, Modification, Suspension, and Termination . Subject to Section 19.3, the 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 in Sections 4.4 and 6.11, Options or SARs issued under the Plan will not be repriced, replaced, or regranted through cancellation, or by lowering the Option 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 shareholder approval if shareholder 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.

19.2 Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events . The Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4.4 hereof) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the 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. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants 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.

19.3 Awards Previously Granted . Notwithstanding any other provision of the Plan to the contrary, no termination, amendment, suspension, or modification of the Plan or an Award Agreement shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Participant holding such Award.

Item 21

Article 20. Withholding

20.1 Tax Withholding . The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Plan.

20.2 Share Withholding . With respect to withholding required upon the exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock and Restricted Stock Units, or upon the achievement of performance goals related to Performance Shares, or any other taxable event arising as a result of an Award granted hereunder, Participants may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the transaction. All such elections shall be irrevocable, made in writing, and signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.

Item 22

Article 21. Successors

All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

Item 23

Article 22. General Provisions

22.1 Forfeiture Events .

(a): The Committee may specify in an Award Agreement that the Participant's rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, termination of employment for Cause, termination of the Participant's provision of services to the Company and/or its Affiliates, violation of material Company and/or Affiliate policies, breach of noncompetition, confidentiality, or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company and/or its Affiliates.
(b): If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, if the Participant knowingly or grossly negligently engaged in the misconduct, or knowingly or grossly negligently failed to prevent the misconduct, or if the Participant is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 (and not otherwise exempted), the Participant shall reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the twelve- (12-) month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever just occurred) of the financial document embodying such financial reporting requirement.

22.2 Legend . The certificates for Shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer of such Shares.

22.3 Gender and Number . Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular, and the singular shall include the plural.

22.4 Severability . In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

22.5 Requirements of Law . The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

22.6 Delivery of Title . The Company shall have no obligation to issue or deliver evidence of title for Shares issued under the Plan prior to:

(a): Obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and
(b): Completion of any registration or other qualification of the Shares under any applicable national or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable.

22.7 Inability to Obtain Authority . The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

22.8 Investment Representations . The Committee may require any individual receiving Shares pursuant to an Award under this Plan to represent and warrant in writing that the individual is acquiring the Shares for investment and without any present intention to sell or distribute such Shares.

22.9 Employees Based Outside of the United States . Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and/or its Affiliates operate or have Employees, Directors, or Third-Party Service Providers, the Committee, in its sole discretion, shall have the power and authority to:

(a): Determine which Affiliates shall be covered by the Plan;
(b): Determine which Employees and/or Directors, or Third-Party Service Providers outside the United States are eligible to participate in the Plan;
(c): Modify the terms and conditions of any Award granted to Employees and/or Directors or Third-Party Service Providers outside the United States to comply with applicable foreign laws;
(d): Establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable. Any subplans and modifications to Plan terms and procedures established under this Section 22.9 by the Committee shall be attached to this Plan document as appendices; and
(e): Take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local government regulatory exemptions or approvals.

Notwithstanding the above, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate applicable law.

22.10 Uncertificated Shares . To the extent that the Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may be affected on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange.

22.11 Unfunded Plan . Participants shall have no right, title, or interest whatsoever in or to any investments that the Company and/or its Affiliates may make to aid it in meeting its obligations under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, beneficiary, legal representative, or any other individual. To the extent that any individual acquires a right to receive payments from the Company and/or its Affiliates under the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company and/or its Affiliates . All payments to be made hereunder shall be paid from the general funds of the Company and/or its Affiliates, and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in the Plan.

22.12 No Fractional Shares . No fractional Shares shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, Awards, or other property shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.

22.13 Retirement and Welfare Plans . Neither Awards made under the Plan nor Shares or cash paid pursuant to such Awards, except pursuant to Covered Employee Annual Incentive Awards, may be included as "compensation" for purposes of computing the benefits payable to any Participant under the Company's, and/or its Affiliates' retirement plans (both qualified and nonqualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing a Participant's benefit.

22.14 Nonexclusivity of the Plan . The adoption of this Plan shall not be construed as creating any limitations on the power of the Board or Committee to adopt such other compensation arrangements as it may deem desirable for any Participant.

22.15 No Constraint on Corporate Action . Nothing in this Plan shall be construed to: (i) limit, impair, or otherwise affect the Company's or its Affiliates' right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or, (ii) limit the right or power of the Company and/or its Affiliates to take any action which such entity deems to be necessary or appropriate.

22.16 Governing Law . The Plan and each Award Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction. Unless otherwise provided in the Award Agreement, recipients of an Award under the Plan are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts of Colorado, to resolve any and all issues that may arise out of or relate to the Plan or any related Award Agreement.

22.17 Indemnification . Subject to requirements of Delaware law, each individual who is or shall have been a member of the Board, or a committee appointed by the Board, or an officer of the Company to whom authority was delegated in accordance with Article 3, shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit, or proceeding to which he may be a party or in which he may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him in settlement thereof, with the Company's approval, or paid by him in satisfaction of any judgment in any such action, suit, or proceeding against him, provided he shall give the Company an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf, unless such loss, cost, liability, or expense is a result of his own willful misconduct or except as expressly provided by Delaware law.

The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such individuals may be entitled under the Company's Certificate of Incorporation of Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

Article 23. Compliance with Code Section 409A

23.1 Awards Subject to Section 409A . The provisions of this Article 23 shall apply to any Award or portion thereof that is or becomes deferred compensation subject to Code Section 409A (a "409A Award"), notwithstanding any provision to the contrary contained in the Plan or the Award Agreement applicable to such Award.

23.2 Deferral and/or Distribution Elections . Except as otherwise permitted or required by Code Section 409A, the following rules shall apply to any deferral and/or elections as to the form of distribution (each, an "Election") that may be permitted or required by the Committee pursuant to a 409A Award:

(a): Any Election must be in writing and specify the amount being deferred, and the time and form of distribution as permitted by this Plan.
(b): Any Election shall become irrevocable as of the deadline specified by the Committee, which shall not be later than December 31 of the year preceding the year in which services relating to the Award commence; provided, however, that if the Award qualifies as "performance-based compensation" for purposes of Code Section 409A and is based on services performed over a period of at least twelve (12) months, then the deadline may be no later than six (6) months prior to the end of such performance period.
(c): Unless otherwise provided by the Committee, an Election shall continue in effect until a written election to revoke or change such Election is received by the Committee, prior to the last day for making an Election for the subsequent year.

23.3 Subsequent Elections . Except as otherwise permitted or required by Code Section 409A, any 409A Award which permits a subsequent Election to further defer the distribution or change the form of distribution shall comply with the following requirements:

(a): No subsequent Election may take effect until at least twelve (12) months after the date on which the subsequent Election is made;
(b): Each subsequent Election related to a distribution upon separation from service, a specified time, or a change in control as defined in Section 23.4(e) must result in a delay of the distribution for a period of not less than five (5) years from the date such distribution would otherwise have been made; and
(c): No subsequent Election related to a distribution to be made at a specified time or pursuant to a fixed schedule shall be made less than twelve (12) months prior to the date the first scheduled payment would otherwise be made.

23.4 Distributions Pursuant to Deferral Elections . Except as otherwise permitted or required by Code Section 409A, no distribution in settlement of a 409A Award may commence earlier than:

(a): Separation from service (as defined in Section 18.3 of the Plan);
(b): The date the Participant becomes Disabled (as defined below);
(c): The Participant's death;
(d): A specified time (or pursuant to a fixed schedule) that is either (i) specified by the Committee upon the grant of the Award and set forth in the Award Agreement or

(ii) specified by the Participant in an Election complying with the requirements of Section 23.2 and/or 23.3, as applicable; or

(e): A change in control within the meaning of Treasury Regulation Section 1.409A-3(h)(5). For avoidance of doubt, this is not the same as the term defined in Section 2.9.

23.5 Six Month Delay . Notwithstanding anything herein to the contrary, to the extent that distribution of a 409A Award is triggered by a Participant's separation from service, if the Participant is then a "specified employee" (as defined in Section 18.3 of the Plan), no distribution may be made before the date which is six (6) months after such Participant's separation from service, or, if earlier, the date of the Participant's death.

23.6 Disabled . If a 409A Award provides for distribution upon the Participant's becoming Disabled, "disabled" shall mean:

(a): the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or
(b): the Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participant's employer.

Unless the Award Agreement otherwise provides, all distributions payable by reason of a Participant becoming disabled shall be distributed as provided in the Participant's Election. If the Participant has made no Election with respect to distributions upon becoming Disabled, all such distributions shall be paid in a lump sum within 90 days following the date the Participant becomes Disabled.

23.7 Death . Unless the Award Agreement otherwise provides, if a Participant dies before complete distribution of amounts payable upon settlement of a 409A Award, such undistributed amounts, to the extent vested, shall be distributed as provided in the Participants Election. If the Participant has made no Election with respect to distributions upon death, all such distributions shall be paid in a lump sum within 90 days following the date of the Participant's death.

23.8 No Acceleration of Distributions . This Plan does not permit the acceleration of the time or schedule of any distribution under a 409A Award, except as provided by Code Section 409A and/or the Secretary of the U.S. Treasury."

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Molson Coors Brewing Company Incentive Compensation Plan

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Exhibit 10.1

REVISED
June 30, 2008

Peter Swinburn
222 Cook Street
Denver, CO 80206

Dear Peter:

This letter confirms Molson Coors Brewing Company's offer for you as the President and Chief Executive Officer of Molson Coors Brewing Company.

Effective Date

The effective date of your appointment is July 1, 2008 as the MillerCoors closing is scheduled to occur the day before.

Base Salary

Your adjusted base salary will be $875,000 per annum, payable monthly in arrears.

Short-term Incentive Opportunity

You will continue to be eligible for an annual bonus under the Molson Coors Incentive Plan (MCIP). Effective July 1, 2008, your target opportunity is 100% of base salary. MCIP is awarded each March for the prior year's performance. Your MCIP opportunity is earned 100% on Molson Coors Brewing Company's performance.

Long-term Incentive Opportunity

You will continue to be eligible for long -term incentive awards targeting an annual compensation value of $2.5 million. Presently, long-term incentive opportunity includes three vehicles—Performance Share Unit (PSUs) (20%), Stock Only Stock Appreciation Rights (SoSars) (40%) and Restricted Share Units (RSUs) (40%).

Executive compensation is reviewed annually and adjustments can be made to targets and ranges for base pay, short-term incentive or long term incentive components of the total compensation package. Additionally, the type of long-term vehicles used by Molson Coors to fulfill the annual target compensation of the LTI component of pay are reviewed annually in consideration of compensation objectives and financial impact to the Company. Should any changes be recommended and approved by the Compensation and Human Resources Committee and/or the MCBC Board of Directors for either change in target compensation grant levels, ranges or in LTI vehicles, those changes would apply to you.

Total Compensation Opportunity

Total direct compensation includes base, short-term and long-term incentives. At target, short-term and long-term incentive opportunity, your annual total compensation opportunity will be $4,250,000.

Promotional Assignment Grant

You will be granted 10,000 RSUs and 20,000 SoSars as acknowledgement of this appointment. This grant will be made in July 2008.

Other Compensation and Benefits

All other compensation and benefits awarded in conjunction with your prior appointment as President and Chief Executive Officer of Coors Brewing Company (including participation in the Company's Health and Welfare Benefits, relocation assistance, allowances and reimbursements, monthly vehicle allowances and any remaining unused US home to UK home first class, roundtrips for you and your spouse) remain in force.

Termination

In the event of termination due to death or disability, you or your estate will be entitled to the balance of your annual salary and a full year's short term incentive for the year in which the death or disability occurs. Your long-term incentive awards will be subject to the terms of termination for each grant.

In the event you elect either early or full retirement from Coors Brewing Company, your annual salary will cease as of the date of retirement and you will be eligible for a prorated MCIP award payable at the same time as awards for other employees. The prorated MCIP will be based on your actual base salary earned over the period of your employment in the year of retirement. You will be eligible for continuation of health and welfare benefits under the normal plan provisions.

In the event of your involuntary termination by the Company, other than for just cause, you will be eligible for a severance payment, in the form of a continuation of your base salary equal to 24 months (the "Severance Period"). You will not be entitled to any compensation on account of lost annual bonus (MCIP) payments for the Severance Period, but shall be eligible for MCIP bonus payments prorated for any part of service up to the date of commencement of the severance period. In addition, all your existing insured benefits (excluding short and long-term disability) and perquisites will be continued during the Severance Period or until you find new employment or self-employment which ever occurs first. You will continue to accrue pension service during the Severance period or until you find new employment or self-employment which ever occurs first.

Peter, I and the Molson Coors Board of Directors are very pleased with your appointment as President and CEO of Molson Coors Brewing Company. We're confident that you will effectively lead the company to its' next level of performance. Please confirm your agreement with the compensation and employment provisions as outlined in this letter by your signature below, forwarding a signed copy to me or to Ralph Hargrow, our Global Chief People Officer at your earliest convenience.


Regards,
/s/ PETE COORS (RH) Pete Coors Vice Chairman Molson Coors Brewing Company

I confirm that the above arrangements are in accordance with my understanding and are entirely acceptable to me. I agree to keep the terms of this employment agreement confidential.



Signature		/s/ PETER SWINBURN Peter Swinburn		Date		7-3-08

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Exhibit 10.1

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Exhibit 10.2

REVISED
June 30, 2008

Stewart Glendinning

Dear Stewart:

I am very excited with your appointment to Chief Financial Officer for Molson Coors Brewing Company effective July 1, 2008. We have had good success leading the CBL business teams and your appointment offers a unique opportunity to apply our learnings to take MCBC to its next level.

Position

Your position will be Chief Financial Officer of Molson Coors Brewing Company. You will report directly to me.

Effective Date

The effective date of your position is July 1, 2008.

Base Salary

Your base salary will be $500,000 per annum, payable monthly in arrears. Executive salaries are reviewed annually in February/March.

Short-term Incentive Opportunity

You will be eligible for an annual bonus under the Molson Coors Incentive Plan (MCIP). Your target opportunity is 75% of base salary as of July 1. MCIP is awarded each March for the prior year's performance. Your MCIP opportunity is earned 100% on Molson Coors Brewing Company's performance. Your 2008 first half incentive will be prorated based on your participation in CBL's incentive plan.

Long-term Incentive Opportunity

You will continue to be eligible for long -term incentive awards with a new targeted compensation value of $945,000. Long-term incentive opportunity includes three vehicles—Performance Share Unit (PSUs) (20%), Stock Only Stock Appreciation Rights (SoSars) (40%) and Restricted Share Units (RSUs) (40%).

Executive compensation is reviewed annually and adjustments can be made to targets and ranges for base pay, short-term incentive or long term incentive components of the total compensation package. Additionally, the type of long-term vehicles used by Molson Coors to fulfill the annual target compensation of the LTI component of pay are reviewed annually in consideration of compensation objectives and financial impact to the Company. Should any changes be recommended and approved by the Compensation and Human Resources Committee of the Board of Directors for either change in target compensation grant levels, ranges or in LTI vehicles, those changes would apply to you.

Promotional Assignment Grant

You will be granted a one-time 5,000 RSU grant as acknowledgement of this promotional appointment. This grant will be made in July 2008.

Pension

You will participate in the Coors Brewing Company defined benefit and defined contribution plans. The defined benefit plan contributes 15% of base salary annually. You are eligible to participate in the Coors Brewing Company 401(k) plan. You may contribute up to 6% of your compensation on a pre-tax basis, subject to Internal Revenue Service limitations. The Company will match 75% of the contributions you make on a pre-tax basis. You will be eligible to participate in the Company's Excess Benefit and Supplemental Executive Retirement Plan (SERP) which supplement the defined benefit and defined contribution plans beyond limitations imposed by the Internal Revenue Service. Please contact Barb Albanesi, our Director of Benefits, should you have any questions regarding the pension plan (or any other benefits).

Other Benefits

You will be eligible to participate in all health and welfare benefits under the Coors Brewing Company Executive benefits schedule. This includes life insurance, short and long-term disability and accidental dismemberment and death insurance. Details on these benefits will be provided during your enrollment process in the benefits programs. Executives receive a Group Term Life benefit of 2X annual salary, subject to annual "Benefits on Tap" election and enrollment, and an individual Term Life policy, which you will personally own in a benefit amount of 6X annual salary.

Relocation

Relocation costs to US to be reimbursed. The one-time relocation allowance attributable to your move has been increased to $75,000 US and will be grossed up for taxes. In addition, the Company will reimburse you and your spouse for one, annual round trip (travel expenses) between Denver, CO and London, England over the three years ending June 30, 2011.

Car Allowance

You will be provided a $1,000 monthly car allowance for each of the 24 months commencing July 1, 2008 and ending June, 2010.

Financial Planning and Tax Preparation Services

You are eligible for Tax Preparation assistance for filing your 2008 tax returns. You are also eligible to participate in the Company's Financial Planning program which provides $10,000 per year for financial planning services you may employ.

Vacation

You are entitled to 5 weeks vacation per year, which will be administered in accordance with the Company's vacation policy.

Termination

In the event of your involuntary termination by the Company, other than for just cause, you will be eligible for a severance payment ("Normal Severance"), in the form of a continuation of your base salary equal to 12 months (the "Severance Period"). You will not be entitled to any compensation on account of lost annual bonus (MCIP) payments for the Severance Period, but shall be eligible for MCIP bonus payments prorated for any part of service up to the date of commencement of the severance period. In addition, all your existing insured benefits (excluding short and long-term disability) and perquisites will be continued during the Severance Period or until you find new employment or self-employment which ever occurs first. You will continue to accrue pension service

during the Severance period or until you find new employment or self-employment which ever occurs first.

As a member of the Executive Leadership Team and as a section 16(b) officer of the Company, you are eligible for participation in the Company's Change in Control & Severance protection program. This program is prescribed by the MCBC Board of Directors and provides economic protection in the event of a change in the control of Molson Coors Brewing Company and your employment termination within two years following such change in control. In the main, the economic protection under this program includes, among other provisions, a payment equal to three times the sum of your annual base salary and your target incentive as well as accelerated vesting of your outstanding, MCBC granted shares. This program is for the special circumstances associated with a change in the control of the Company and is thus, not additive to "normal severance." You will receive a formal Change in Control & Severance Agreement outlining the specific provisions, terms and definitions in the weeks that follow.

Stewart, I am pleased that you are joining us as CFO of Molson Coors Brewing Company and am confident that you will make a significant contribution to our organization. Please confirm your agreement with the conditions of employment as outlined in this letter via signature below and ensure that I am in receipt of this signed letter in the next couple of days.


Regards,
/s/ PETER SWINBURN Peter Swinburn President and Chief Executive Officer Molson Coors Brewing Company

I confirm that the above arrangements are in accordance with my understanding and are entirely acceptable to me. I agree to keep the terms of this employment agreement confidential.


Signature		/s/ STEWART GLENDINNING Stewart Glendinning		Date		1 July 2008

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Exhibit 10.2

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Exhibit 10.3

EXHIBIT E

MOLSON COORS BREWING COMPANY

Employee RSU Award Statement for:

EMPLOYEE NAME

Congratulations! The following summarizes your Employee RSU Award:


RSU AWARD
	Total number of RSUs granted	XXX
VESTING SCHEDULE
	Grant date	XXX
	Vesting schedule	Subject to earlier vesting or cancellation, your RSU award will vest according to your individualized vest schedule which you can find on the Fidelity website attached to the specific grant date.

This Employee RSU Award is issued under the Molson Coors Brewing Company Incentive Compensation Plan ("Plan") in consideration of your remaining an employee of the Company and/or subsidiary. If you accept the terms of this Award, you consent to be bound by all of the terms and conditions of this Employee RSU Award Statement, which includes the accompanying Terms of the Employee RSU Award, and the Plan. You also acknowledge that you have been given access to the Molson Coors Brewing Company Incentive Compensation Plan Summary Description, and a copy of the Plan, which are available on www.netbenefits.com and www.solium.com.

To the extent not otherwise defined herein or an Award, capitalized terms shall have the meaning ascribed to them in the Plan.

This Employee RSU Award Statement, including the accompanying Terms of the Employee RSU Award, constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended.

EXHIBIT E
MOLSON COORS BREWING COMPANY
Terms of the Employee RSU Awards


*Type of Award:*		Restricted Stock Units ("RSUs"). When vested, each RSU entitles the holder to receive one share of Molson Coors Brewing Company Class B Common Stock, $.01 par value per share ("Stock").
*Vesting:*		The date(s) upon which the RSUs vest are set forth on the Award Statement.


		In the event of the death, disability or retirement of a participant in accordance with the Company's established retirement policy, the unvested RSUs will vest a pro rata portion based on the ratio between the number of full months of employment completed during the period from the most recent vest date to the date of death, disability or retirement divided by the total number of months remaining until the award would have been fully vested. The remaining portion of the Award will be forfeited and/or cancelled.
		In the event of a Change of Control, the RSUs will become fully vested.
*Payment:*		No payment is required with respect to RSUs. Vested RSUs will be settled in Stock as soon as practicable following vesting but in no event later than 2 ¹ / 2 months following the end of the calendar year in which the RSUs vest.
*Effect of Termination of Employment:*		Except for termination of employment due to retirement, death or disability, no further vesting will occur, and all unvested RSUs will be forfeited and/or cancelled on the date you cease to be an employee of the Company and or subsidiaries.
*No Voting Rights/Dividends:*		Since RSUs do not represent actual shares, no voting rights arise upon receipt of RSUs. No dividends will be paid.
*Tax Considerations:*		Refer to accompanying Summary of Tax Considerations.
*Transferability:*		No RSU granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, otherwise than by will or by the laws of descent and distribution.
*Additional Restrictions:*		In addition to the foregoing, the right to retain shares of Stock (or the amounts received upon the sale thereof) shall be subject to the Effect of Detrimental Conduct on Incentive Compensation Awards which accompanies these Terms and shall be deemed a part thereof, provided that the restrictions set forth therein, as they apply to any resident of Quebec shall be limited in duration to a maximum of 12 months.
*Personal Information:*		You agree the Company and its suppliers may collect, use and disclose your personal information for the purposes of the implementation, management, administration and termination of the Plan.
*Beneficiary Designation (Quebec Residents):*		Article 15 of the Plan is not applicable to those Participants in the Plan who are residents of Quebec. Any beneficiary designation or revocation of such beneficiary designation made by such residents must be made through a will, a copy of which should be filed with the Plan administrator.

EXHIBIT E
MOLSON COORS BREWING COMPANY
INCENTIVE COMPENSATION PLAN

Summary of Tax Considerations
Relating to Employee RSU Awards under the Plan

Set forth below is a summary of the certain tax consequences relating to the Employee RSU Awards under the Molson Coors Brewing Company Incentive Compensation Plan. This summary is

divided by country. This discussion does not purport to be complete and does not cover, among other things, state, provincial and local tax treatment.

UNITED STATES

Federal Income Tax Considerations: No income is recognized upon receipt of an award of RSUs. At the time distribution of the stock and payment in respect of accumulated dividends (to the extent provided in the award) occur, income equal to the fair market value of Stock issued plus cash received is recognized. The capital gain or loss holding period for any Stock distributed begins when ordinary income is recognized. Any subsequent capital gain or loss is measured by the difference between the fair market value of the Stock upon which the ordinary income recognized was based and the amount received upon sale or exchange of the shares.

Tax Withholding: No tax withholding is required with respect to amounts received from RSUs granted. In the event any income or other tax withholding were to apply at the time shares of Stock are issued and cash is paid, the Company will deduct or withhold first, from the cash to be paid and then from the shares of Stock issuable, a combined amount of cash and number of shares of Stock having a fair market value equal to the amount sufficient to satisfy the minimum statutory Federal, state and local tax (including the FICA and Medicare tax obligation) withholding required by law with respect to the exercise or distribution of shares and cash made under or as a result of the Plan.

CANADA

Federal Income Tax Considerations: There is no tax consequence to the holder at the time of receipt of an award of RSUs. At the time distribution of Stock and cash payment in respect of accumulated dividends (to the extent provided in the award) occurs, an amount equal to the aggregate of the fair market value of the Stock at that time plus cash received is treated as a taxable benefit and is required to be included in the holder's income for the year and taxed at ordinary rates. The holder will have a cost in the Stock equal to its fair market value at the date of issue and, where the holder owns other shares of Stock at the time, the adjusted cost base of each share of Stock will generally be equal to the average cost of all Stock held at the time. When Stock is subsequently disposed of, a capital gain or capital loss will be realized in the amount by which the proceeds of disposition, net of any associated expenses, exceed or are exceeded by, the adjusted cost base of the Stock.

Tax Withholding: No tax withholding is required at the time an award of RSUs is made. At the time shares of Stock are issued and cash is paid, the Company will deduct or withhold first, from the cash to be paid and then from the shares of Stock issuable, a combined amount of cash and number of shares of Stock having a fair market value equal to the amount sufficient to satisfy the prescribed amounts on account of income tax, Canada Pension Plan/Quebec Pension Plan contributions and employment insurance premiums required by law to be withheld.

EXHIBIT E
MOLSON COORS BREWING COMPANY
INCENTIVE COMPENSATION PLAN

Effect of Detrimental Conduct on Awards
Under the Incentive Compensation Plan

Equity-based Awards granted to a Participant under the Incentive Compensation Plan shall be subject to the following restrictions:

products in the United States, Canada, the United Kingdom or Brazil and has a market share of five percent (5%) or greater in one or more of such markets, (2) discloses or uses any confidential or proprietary information of the Company, or (3) takes any action detrimental to the Company or its officers, employees or agents, including without limitation:

(a): disparaging the Company's products, the processes by which the products are made, the employment practices of the Company, or the environmental or safety record of the Company; or
(b): voluntarily initiating, assisting or cooperating in the prosecution of a legal claim or threatened legal claim against the Company, except to the extent required by law, or where the disclosure is made pursuant to Company Policy or to an appropriate governmental authority pursuant to whistle-blowing legislation; or
(c): participating, assisting or cooperating in an attempt take over control of the Company when such an effort is deemed hostile by the Company and the Participant's participation in such effort is without the express approval of the Company's Board of Directors; or
(d): continuation of activity by the Participant deemed detrimental by the Company after notice to the Participant that such activity is considered by the Company to be detrimental conduct.

(such acts described in clauses (1), (2) and (3)(a)-(d) above hereafter referred to as "prohibited conduct") then, the Participant shall forfeit all unvested and/or unexercised stock options and all other Share-based Awards and such Awards shall be null and void as of the date such prohibited conduct first occurs.

The Compensation and Human Resources Committee of the Company's Board of Directors, the Company's Chief Executive Officer, or such other officer(s) as may be authorized by the Committee pursuant to the Plan (the Committee, Chief Executive Officer or other delegatee, the "Committee") shall have absolute discretion to determine whether prohibited conduct has occurred and, if so, the date on which the conduct occurred. Upon a determination that prohibited conduct has occurred, the Committee shall give the Participant written notice, which shall specify the conduct and the date of the conduct. Any dispute concerning the matters set forth in the notice shall be decided under the procedures in the Plan.

Upon receipt of the notice, the Participant shall return to the Company any certificates representing Shares relating to any unvested Award outstanding on the date of the conduct, together with all documents necessary to transfer title to such Shares to the Company. If the Participant received Shares pursuant to an Award under this Plan on or after the date of the prohibited conduct and if the stock certificate or certificates have been issued to the Participant, the Participant shall promptly deliver the certificate or certificates to the Company representing Shares with a value equal to the value received upon receipt of the Shares together with any documents necessary to transfer title to such Shares to the Company. If the stock certificate or certificates have not been issued to the Participant, the Company shall instruct the transfer agent not to issue the certificate or certificates to the Participant and/or to reflect as returned any uncertificated Shares, in either case with respect to Shares having a value equal to the value received upon receipt of the Shares. If the Participant received Shares upon vesting any Award which occurred after the date of the prohibited conduct, and sold the Shares so acquired, upon receipt of the notice of the Committee, the Participant shall promptly pay to the Company the net amount received upon the sale. The "net" amount is an amount that reflects retention by the Participant of value received with respect to the Award.

In the event any restriction set forth above is determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or its being too extensive in any other respect, it shall be interpreted to extend to the maximum period of time, the maximum area and the maximum extent to which such court determines it may be enforceable.

To the extent not otherwise defined herein or an Award, capitalized terms shall have the meaning ascribed to them in the Plan.

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MOLSON COORS BREWING COMPANY Employee RSU Award Statement for: EMPLOYEE NAME

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Exhibit 10.4

EXHIBIT G

Form Award

MOLSON COORS BREWING COMPANY

200_ Performance Share Plan Award Statement for:

EMPLOYEE NAME

Congratulations! The following summarizes your 200_ Performance Share Plan Award:


PERFORMANCE SHARE AWARD
Total Performance Shares opportunity		XXX
VESTING SCHEDULE
	Performance Cycle :	Five years beginning January 1, 200_
	Vesting/Grant schedule :	Subject to earlier cancellation, your Performance Share award will vest and shares of Molson Coors Brewing Company stock will be issued if the Company achieves the Performance Target within the five-year Performance Cycle.

This 200_ Performance Share Plan Award is issued under the Molson Coors Brewing Company Incentive Compensation Plan ("Plan") in consideration of your remaining an employee of the Company and/or subsidiary. If you accept the terms of this Award, you consent to be bound by all of the terms and conditions of this Performance Share Plan Award Statement, which includes the accompanying Terms of the 200_ Performance Share Plan Award, and the Plan. You also acknowledge that you have been given access to the Molson Coors Brewing Company Incentive Compensation Plan Summary Description and a copy of the Plan, which are available on www.netbenefits.com and www.solium.com.

To the extent not otherwise defined herein, capitalized terms shall have the meaning ascribed to them in the Plan.

This Award Statement, including the accompanying Terms of the 200_ Performance Share Plan Award, constitutes part of a prospectus covering securities that have been registered under the U. S. Securities Act of 1933, as amended.

EXHIBIT G
MOLSON COORS BREWING COMPANY
Terms of the 200_ Performance Share Plan Award


*Type of Award:*		Performance Shares ("Performance Shares").
		Upon attainment of the Performance Target (defined below), each Performance Share held entitles the holder to receive one share of Molson Coors Brewing Company Class B Common Stock, $.01 par value per share ("Stock").


*Performance Target* :		The Performance "Target will be achieved if the Company earns $750 million (USD) of earnings before interest and taxes during a four-consecutive fiscal quarter period within the Performance Cycle, as certified by the Committee based upon the Company's published financial results.
*Vesting/Grant* :		The Performance Shares will vest if the Performance Target is achieved.
		In the event of the death, disability (U.S. only) or retirement a participant in accordance with the Company's established retirement policy the Performance Share opportunity will be prorated. The prorated amount will be based on a fraction, the numerator of which is the number of full months of employment completed during the period from January 1, 200_ to the date of death, disability or retirement and the denominator of which is the number of months it takes the Company to achieve the Performance Target during the Performance Cycle. The prorated portion of the Performance Shares opportunity will vest if the Performance Target is achieved.
		In the event of a Change of Control (as defined in Section 2.9 of the Plan), the Performance Shares will become fully vested.
*Issuance of Shares* :		One share of Stock will be issued for each Performance Share held by a participant that vests. The shares will be issued as soon as administratively possible following the certification by the Committee that the Performance Target has been achieved, but in no event later than 2 ¹ / 2 months following the end of the calendar year in which the Performance Shares vest.
*Effect of Termination of Employment* :		Except as provided above, for termination of employment due to death, disability (U.S. only) or retirement, the entire Performance Share opportunity will be forfeited and/or cancelled on the date you cease to be an employee of the Company and or subsidiaries.
*No Voting Rights/Dividends* :		Since Performance Shares do not represent actual shares, no voting rights arise upon receipt of Performance Shares. No dividends will be paid.
*Tax Considerations* :		Refer to accompanying Summary of Tax Considerations.
*Transferability* :		No Performance Shares granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, otherwise than by will or by the laws of descent and distribution.


*Additional Restrictions* :		In addition to the foregoing, the right to retain shares of Stock (or the amounts received upon the sale thereof) shall be subject to the Effect of Detrimental Conduct on Incentive Compensation Awards which accompanies these Terms and shall be deemed a part thereof, provided that the restrictions set forth therein, as they apply to any resident of Quebec shall be limited in duration to a maximum of 12 months.
*Personal Information* :		You agree the Company and its suppliers may collect, use and disclose your personal information for the purposes of the implementation, management, administration, and termination of the Plan.
*Beneficiary Designation (Quebec Residents)* :		Article 15 of the Plan is not applicable to those Participants in the Plan who are residents of Quebec. Any beneficiary designation or revocation of such beneficiary designation made by such residents must be made through a will, a copy of which should be filed with the Plan administrator.

EXHIBIT G
MOLSON COORS BREWING COMPANY
INCENTIVE COMPENSATION PLAN

Summary of Tax Considerations
Relating to 200_ Performance Sharing Awards under the Plan

Set forth below is a summary of the certain tax consequences relating to the 200_ Performance Share Awards under the Molson Coors Brewing Company Incentive Compensation Plan. This summary is divided by country. This discussion does not purport to be complete and does not cover, among other things, state, provincial and local tax treatment.

UNITED STATES

Federal Income Tax Considerations: No income is recognized upon receipt of an award of the Performance Shares opportunity. At the time distribution of the Stock occurs, ordinary income equal to the fair market value of Stock issued plus cash received is recognized. The capital gain or loss holding period for any Stock received begins when ordinary income is recognized. Any subsequent capital gain or loss is measured by the difference between the fair market value of the Stock upon which the ordinary income recognized was based and the amount received upon sale or exchange of the shares.

Tax Withholding: Any income or other tax withholding which applies at the time shares of Stock are issued will be satisfied by the Company deducting or withholding from the shares of Stock issuable, a number of shares of Stock having a fair market value equal to the amount sufficient to satisfy the minimum statutory Federal, state and local tax (including the FICA and Medicare tax obligation) withholding required by law with respect to distribution of shares made under or as a result of the Plan.

CANADA

Federal Income Tax Considerations: There is no tax consequence to the holder at the time of receipt of an award of the Performance Share opportunity. At the time distribution of Stock occurs, the fair market value of the Stock at that time is treated as employment income and is required to be included in the holder's income for the year and taxed at ordinary income tax rates. In addition, the

capital gain or loss holding period for any Stock received begins when employment income is recognized. The holder will have a cost in the Stock equal to its fair market value at the date of issue and, where the holder owns other shares of Stock at the time, the adjusted cost base of each share of Stock will generally be equal to the average cost of all Stock held at the time. When Stock is subsequently disposed of, a capital gain or capital loss will be realized in the amount by which the proceeds of disposition, net of any associated expenses, exceed or are exceeded by, the adjusted cost base of the Stock.

Tax Withholding: At the time shares of Stock are issued, the Company will deduct or withhold from the shares of Stock issuable, a number of shares of Stock having a fair market value equal to the amount sufficient to satisfy the prescribed amounts on account of income tax, Canada Pension Plan/Quebec Pension Plan contributions, employment insurance premiums and any other contributions/premiums/deductions required by law to be withheld.

EXHIBIT G
MOLSON COORS BREWING COMPANY
INCENTIVE COMPENSATION PLAN
Effect of Detrimental Conduct on Awards
Under the Incentive Compensation Plan

Equity-based Awards granted to a Participant under the Incentive Compensation Plan shall be subject to the following restrictions:

After a Participant terminates employment or service as a director for any reason, if the Participant (1) is employed by or serves as a consultant or otherwise provides services (including as a director), whether or not for compensation, to a company that manufactures and sells malt beverage products in the United States, Canada, the United Kingdom or Brazil and has a market share of five percent (5%) or greater in one or more of such markets, (2) discloses or uses any confidential or proprietary information of the Company, or (3) takes any action detrimental to the Company or its officers, employees or agents, including without limitation:

(a): disparaging the Company's products, the processes by which the products are made, the employment practices of the Company, or the environmental or safety record of the Company; or
(b): voluntarily initiating, assisting or cooperating in the prosecution of a legal claim or threatened legal claim against the Company, except to the extent required by law, or where the disclosure is made pursuant to Company Policy or to an appropriate governmental authority pursuant to whistle-blowing legislation; or
(c): participating, assisting or cooperating in an attempt take over control of the Company when such an effort is deemed hostile by the Company and the Participant's participation in such effort is without the express approval of the Company's Board of Directors; or
(d): continuation of activity by the Participant deemed detrimental by the Company after notice to the Participant that such activity is considered by the Company to be detrimental conduct.

The Compensation and Human Resources Committee of the Company's Board of Directors, the Company's Chief Executive Officer, or such other officer(s) as may be authorized by the Committee

pursuant to the Plan (the Committee, Chief Executive Officer or other delegatee, the "Committee") shall have absolute discretion to determine whether prohibited conduct has occurred and, if so, the date on which the conduct occurred. Upon a determination that prohibited conduct has occurred, the Committee shall give the Participant written notice, which shall specify the conduct and the date of the conduct. Any dispute concerning the matters set forth in the notice shall be decided under the procedures in the Plan.

Upon receipt of the notice, the Participant shall return to the Company any certificates representing Shares relating to any unvested Award outstanding on the date of the conduct, together with all documents necessary to transfer title to such Shares to the Company. If the Participant received Shares pursuant to an Award under this Plan on or after the date of the prohibited conduct and if the stock certificate or certificates have been issued to the Participant, the Participant shall promptly deliver the certificate or certificates to the Company representing Shares with a value equal to the value received upon receipt of the Shares together with any documents necessary to transfer title to such Shares to the Company. If the stock certificate or certificates have not been issued to the Participant, the Company shall instruct the transfer agent not to issue the certificate or certificates to the Participant and/or to reflect as returned any uncertificated Shares, in either case with respect to shares having a value equal to the value received upon receipt of the Shares. If the Participant received Shares upon vesting any Award which occurred after the date of the prohibited conduct, and sold the Shares so acquired, upon receipt of the notice of the Committee, the Participant shall promptly pay to the Company the net amount received upon the sale. The "net" amount is an amount that reflects retention by the Participant of value received with respect to the Award.

To the extent not otherwise defined herein or an Award, capitalized terms shall have the meaning ascribed to them in the Plan.

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Form Award MOLSON COORS BREWING COMPANY 200_ Performance Share Plan Award Statement for

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Exhibit 10.5

AMENDED AND RESTATED
MOLSON COORS BREWING COMPANY
DIRECTORS' STOCK PLAN

1. Establishment; Purpose . Molson Coors Brewing Company ("MCBC") establishes this Molson Coors Brewing Company Directors' Stock Plan (the "Plan") as a Non-Employee Director award under the Company's Incentive Compensation Plan subject to the terms and provisions thereof effective July 26, 2006. This plan shall be administered by the Global Chief People Officer of MCBC (the "Administrator"). The purpose of the Plan is to provide an incentive to certain MCBC directors who are not employees of MCBC to own additional shares of Common Stock of MCBC ("Common Stock"), thereby aligning their interests more closely with the interests of the stockholders of MCBC. This amended and restated Plan shall be effective January 1, 2008.

2. Election to Participate . Any director of MCBC who is not an employee of MCBC or any of its subsidiaries may elect to participate in the Plan by filing an election with the Administrator. Notwithstanding the foregoing, neither the Chairman nor Vice Chairman of the Board shall be eligible to participate in the Plan. Elections to participate shall apply to the calendar year commencing after the date the election is filed. Once an election has been filed with the Administrator, the director shall participate in the Plan for the entire year for which he or she has elected to participate and to the extent provided by the Administrator, for all subsequent years until the director timely files a new election for such subsequent year. To be effective, any election under this paragraph 2 must be filed by the November 30 ^th preceding the year (or such other deadline in such preceding year established by the Administrator) for which it is to take effect. Such election shall become irrevocable on the applicable deadline. In the case of an individual who first becomes an eligible director during a calendar year, such individual may irrevocably elect to participate for the remainder of such year by filing an election within 30 days of becoming eligible, provided such election shall apply only to cash retainer amounts earned after the election is filed.

3. Cash Retainer Paid in Stock . Commencing as of the first day of the year a director elects to participate, all or 50% (as elected) of the cash retainer amount payable to the director shall be paid in shares of Common Stock until the director shall cease to serve as a member of the MCBC board of directors or until a subsequent year in which the director shall file a timely new election, whichever first occurs. Cash retainers for this purpose shall be the fixed amount payable to a director by reason of his or her being a member of the board of directors of MCBC and any committee thereof, including amounts payable due to chairmanship of the board or a committee, but exclusive of amounts payable on a per meeting basis. The number of shares of Common Stock to be paid to a director shall be computed by dividing the cash retainer amount payable to the director on a given date by the fair market value of one share of Common Stock on that date as determined under the MCBC Incentive Compensation Plan. Fair market value as of any date means the arithmetic mean of that day's high and low price as reported by the New York Stock Exchange. Shares paid to a director shall be issued as promptly as practicable as the Administrator shall determine.

4. Deferred Stock Units . Subject to the timing requirements of paragraph 2, directors who participate in the Plan may elect to defer receipt of their shares of Common Stock otherwise payable under the Plan and, in lieu thereof, MCBC shall maintain on its books deferred stock units ("DSUs") representing an obligation to issue shares of Common Stock. DSUs shall be credited to the director at the time and in the amount that shares of Common Stock would otherwise have been paid in the absence of an election to defer. Upon the termination of service as a director, MCBC shall pay to the director in a lump sum one share of Common Stock for each DSU. The lump sum payment of one share of Common Stock for each DSU shall be made on the thirtieth (30 ^th ) day after the director ceases to be a director of MCBC. "Ceases to be a director" or words of similar import, as used in this Plan mean, for purposes of any payments under this Plan that are payments of deferred compensation

subject to Code Section 409A, the director's "separation from service" as defined in Treasury Regulation Section 1.409A-1(h)(2) with regard to independent contractors.

5. Shares . Shares paid to directors under the Plan shall be paid with newly issued shares of Common Stock of MCBC, or treasury shares of Common Stock held by MCBC. No fractional shares shall be issued. Whenever the computation of the number of shares to be paid results in a fractional amount of one-half or greater, such amount shall be rounded up to the next greater whole number of shares and in all other cases such amount shall be rounded down to the next lower whole number of shares.

6. Adjustment in Capitalization . In the event that any change in the outstanding shares of Common Stock occurs by reason of a stock dividend, stock split, recapitalization, merger, consolidation, combination, share exchange or similar corporate change, the number of shares of Common Stock which may be issued under this Plan shall be appropriately adjusted. Any adjustments made to any DSUs shall be made in accordance with the terms of the Company's Incentive Compensation Plan.

7. Nonassignment . Neither a director nor his or her duly designated beneficiary shall have any right to assign, transfer, pledge or otherwise convey the right to receive any Common Stock or DSUs hereunder, and any such attempted assignment, transfer, other conveyance shall not be recognized by MCBC.

8. Designation of Beneficiary . A director may designate a beneficiary which is to receive any unpaid Common Stock or Common Stock payable with respect to DSUs credited at the director's death. Such designation shall be effective by filing a written notification with the Administrator and may be changed from time to time by similar action. If no such designation is made by a director, any such balance shall be paid to the director's surviving spouse, and in the absence of a surviving spouse, to the director's estate.

9. Administrator . The Administrator shall establish the procedures and maintain all books and records in connection with the Plan.

10. Amendment . The Plan may be amended or terminated at any time by action of the Board of Directors of MCBC, but no amendment shall adversely affect a director's rights with respect to cash retainer payments earned but not yet paid in Common Stock or any DSUs without the director's written consent.

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AMENDED AND RESTATED MOLSON COORS BREWING COMPANY DIRECTORS' STOCK PLAN

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Exhibit 10.6

MOLSON COORS BREWING COMPANY

Directors RSU Award Statement for:

DIRECTOR NAME

Congratulations! The following summarizes your Directors RSU Award:


RSU AWARD
	Total number of RSUs granted	1,500
VESTING SCHEDULE
	Grant date	(Insert Grant Date Here)
	Vesting schedule	Subject to earlier vesting or cancellation, the RSUs will cliff vest 3 years from grant date.

This Directors RSU Award is issued under the Molson Coors Brewing Company Incentive Compensation Plan ("Plan") in consideration of your remaining a director of the Company. If you accept the terms of this Award, you consent to be bound by all of the terms and conditions of this Directors RSU Award Statement, which includes the accompanying Terms of the Directors RSU Award, and the Plan. You also acknowledge that you have been given access to the Molson Coors Brewing Company Incentive Compensation Plan Summary Description, and a copy of the Plan, which are available on www.netbenefits.com and www.solium.com.

To the extent not otherwise defined herein or an Award, capitalized terms shall have the meaning ascribed to them in the Plan.

This Directors RSU Award Statement, including the accompanying Terms of the Directors RSU Award, constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended.

MOLSON COORS BREWING COMPANY
Terms of the Directors RSU Awards


*Type of Award:*		Restricted Stock Units ("RSUs").
		When vested, each RSU entitles the holder to receive one share of Molson Coors Brewing Company Class B Common Stock, $.01 par value per share ("Stock").
*Vesting:*		The date(s) upon which the RSUs vest are set forth on the Award Statement.
		In the event of termination of service as a director due to death or disability, or upon Retirement, RSUs will become fully vested. "Retirement" for this purpose means cessation of service as a director as a result of the Company's corporate governance policies relating to director services, such as those pertaining to tenure, age or change in job responsibilities from those held when elected, or other circumstances as may be approved by the Company's Nominating Committee.
		In the event of a Change of Control, the RSUs will become fully vested.
*Payment:*		No payment is required with respect to RSUs. Vested RSUs will be settled in Stock as soon as practicable following vesting but in no event later than 2 ¹ / 2 months following the end of the calendar year in which the RSUs vest.
*Effect of Termination of Service as a Director:*		Except for termination of directorship due to Retirement, death or disability, no further vesting will occur, and all unvested RSUs will be forfeited and/or cancelled on the date you cease to be a director of the Company.
*Voting Rights/Dividends:*		Since RSUs do not represent actual shares, no voting rights arise upon receipt of RSUs. A cash payment equal to the aggregate amount of dividends, if any, that would have been paid on the underlying shares will be paid (without interest) when the RSUs vest and such shares are distributed.
*Tax Considerations:*		Refer to accompanying Summary of Tax Considerations.
*Transferability:*		No RSU granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, otherwise than by will or by the laws of descent and distribution.
*Additional Restrictions:*		In addition to the foregoing, the right to retain shares of Stock (or the amounts received upon the sale thereof) shall be subject to the Effect of Detrimental Conduct on Incentive Compensation Awards which accompanies these Terms and shall be deemed a part thereof, provided that the restrictions set forth therein, as they apply to any resident of Quebec shall be limited in duration to a maximum of 12 months.


*Personal Information:*		You agree the Company and its suppliers may collect, use and disclose your personal information for the purposes of the implementation, management, administration and termination of the Plan.
*Beneficiary Designation (Quebec Residents):*		Article 15 of the Plan is not applicable to those Participants in the Plan who are residents of Quebec. Any beneficiary designation or revocation of such beneficiary designation made by such residents must be made through a will, a copy of which should be filed with the Plan administrator.

MOLSON COORS BREWING COMPANY
INCENTIVE COMPENSATION PLAN

Summary of Tax Considerations
Relating to Directors RSU Awards under the Plan

Set forth below is a summary of the certain tax consequences relating to the Directors RSU Awards under the Molson Coors Brewing Company Incentive Compensation Plan. This summary is divided by country. This discussion does not purport to be complete and does not cover, among other things, state, provincial and local tax treatment.

UNITED STATES

Federal Income Tax Considerations: No income is recognized upon receipt of an award of RSUs. At the time distribution of the stock and payment in respect of accumulated dividends occur, income equal to the fair market value of Stock issued plus cash received is recognized. The capital gain or loss holding period for any Stock distributed begins when ordinary income is recognized. Any subsequent capital gain or loss is measured by the difference between the fair market value of the Stock upon which the ordinary income recognized was based and the amount received upon sale or exchange of the shares.

Tax Withholding: No tax withholding is required with respect to amounts received from RSUs granted to non-employee directors. In the event any income or other tax withholding were to apply at the time shares of Stock are issued and cash is paid, the Company will deduct or withhold first, from the cash to be paid and then from the shares of Stock issuable, a combined amount of cash and number of shares of Stock having a fair market value equal to the amount sufficient to satisfy the minimum statutory Federal, state and local tax (including the FICA and Medicare tax obligation) withholding required by law with respect to the exercise or distribution of shares and cash made under or as a result of the Plan.

CANADA

Federal Income Tax Considerations: There is no tax consequence to the holder at the time of receipt of an award of RSUs. At the time distribution of Stock and cash payment in respect of accumulated dividends occurs, an amount equal to the aggregate of the fair market value of the Stock at that time plus cash received is treated as a taxable benefit and is required to be included in the holder's income for the year and taxed at ordinary rates. The holder will have a cost in the Stock equal to its fair market value at the date of issue and, where the holder owns other shares of Stock at the time, the adjusted cost base of each share of Stock will generally be equal to the average cost of all Stock held at the time. When Stock is subsequently disposed of, a capital gain or capital loss will be

realized in the amount by which the proceeds of disposition, net of any associated expenses, exceed or are exceeded by, the adjusted cost base of the Stock.

MOLSON COORS BREWING COMPANY

INCENTIVE COMPENSATION PLAN

Effect of Detrimental Conduct on Awards
Under the Incentive Compensation Plan

Equity-based Awards granted to a Participant under the Incentive Compensation Plan shall be subject to the following restrictions:

(a): disparaging the Company's products, the processes by which the products are made, the employment practices of the Company, or the environmental or safety record of the Company; or
(b): voluntarily initiating, assisting or cooperating in the prosecution of a legal claim or threatened legal claim against the Company, except to the extent required by law, or where the disclosure is made pursuant to Company Policy or to an appropriate governmental authority pursuant to whistle-blowing legislation; or
(c): participating, assisting or cooperating in an attempt take over control of the Company when such an effort is deemed hostile by the Company and the Participant's participation in such effort is without the express approval of the Company's Board of Directors; or
(d): continuation of activity by the Participant deemed detrimental by the Company after notice to the Participant that such activity is considered by the Company to be detrimental conduct.

conduct. Any dispute concerning the matters set forth in the notice shall be decided under the procedures in the Plan.

To the extent not otherwise defined herein or an Award, capitalized terms shall have the meaning ascribed to them in the Plan.

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MOLSON COORS BREWING COMPANY Directors RSU Award Statement for: DIRECTOR NAME

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Exhibit 10.7

MOLSON COORS BREWING COMPANY
AMENDED AND RESTATED
CHANGE IN CONTROL PROTECTION PROGRAM

1. PURPOSE OF PROGRAM. The purpose of the Molson Coors Brewing Company Amended and Restated Change in Control and Protection Program (the "Program") is to retain well-qualified individuals as executives and key personnel of Molson Coors Brewing Company and/or its Subsidiaries, and to provide a benefit to each such individual if his/her employment is terminated under qualifying circumstances, in connection with a Change in Control (as defined below). The Program is intended to qualify as a "top-hat" plan under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), in that it is intended to be an "employee benefit plan" (as such term is defined under Section 3(3) of ERISA) which is unfunded and provides benefits only to a select group of management or highly compensated employees of the Company and/or its Subsidiaries.

2. DEFINITIONS. The following terms shall have the following meanings unless the context indicates otherwise:

(a) "AAA" shall have the meaning ascribed to such term in Section 12(m).

(b) "Applicable Benefits Schedule" with respect to a Participant shall mean the Benefits Schedule designated by the Committee as applicable to the Participant.

(c) "Beneficial Owner" or "Beneficial Ownership" shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

(d) "Beneficiary" shall mean a beneficiary designated in writing by a Participant to receive Change in Control Severance Benefits which have become payable at the time of Participant's death, and if no beneficiary is designated by the Participant, then the Participant's estate shall be deemed to be the Participant's designated Beneficiary.

(e) "Benefits Schedule" shall mean a separate Benefits Schedule, if any, adopted as part of the Program, which Schedule sets forth certain provisions relating to the determination of eligibility for and/or the amount of Change in Control Severance Benefits payable under the Program.

(f) "Board" shall mean the Board of Directors of the Company.

(g) "Cause" means (i) the Participant is convicted of a felony or of any crime involving moral turpitude, dishonesty, fraud, theft or financial impropriety; or (ii) a reasonable determination by the Committee or Board that, (A) the Participant has willfully and continuously failed to perform substantially his/her duties (other than such failure resulting from incapacity due to physical or mental illness), after a written demand for corrected performance is delivered to the Participant which specifically identifies the manner(s) in which the Participant has not substantially performed his/her duties, (B) the Participant has engaged in illegal conduct, an act of dishonesty or gross misconduct injurious to the Company, or (C) the Participant has knowingly violated a material requirement of the Company's ethical code of conduct, or Participant's fiduciary duty to the Company. Notwithstanding the foregoing, if the Participant and the Company have entered into an employment or service agreement which defines "Cause" (or words of similar import), such definition and any procedures relating to the determination thereof set forth in such agreement shall govern the determination of whether "Cause" has occurred for purposes of the Program.

(h) "Change in Control" means the occurrence of any of the following events after the Effective Date:

(i) 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 of Directors (the "Outstanding Company

Voting Securities") in excess of the Outstanding Company Voting Securities held by the Voting Trust; provided, that for purposes of this Section 2(h), the acquisition or holding by any of the following entities shall not by itself constitute a Change in Control: (A) a Person who on the Effective Date is the Beneficial Owner of twenty percent (20%) or more of the Outstanding Company Voting Securities, (B) the Company or any Subsidiary or (C) any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Subsidiaries;

(ii) Molson/Coors Nominees cease for any reason to constitute at least fifty percent (50%) of the Controlling Block of Directors elected by vote of Outstanding Company Voting Securities held by the Voting Trust;

(iii) 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 (a "Business Combination"), in each case unless, following such Business Combination: (A) the Voting Trust continues to hold, directly or indirectly, 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 the Business Combination, the "Successor Entity") entitled to elect a Controlling Block of Directors and (B) at least fifty percent (50%) of the members of the Controlling Block of Directors are Molson/Coors Nominees;

(iv) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company; or

(v) Any other event, including a merger or other transaction, which the Committee designates as a Change in Control with respect to any or all of the Participants.

(i) "Change in Control Date" shall mean the date that a Change in Control first occurs.

(j) "Change in Control Severance Benefits" shall mean the compensation and benefits provided to a Terminated Participant pursuant to Section 5 of the Program.

(k) "Change in Control Severance Multiplier" shall mean the multiplier used to determine cash Severance Benefits paid to a specific Terminated Participant, as determined by the Committee with respect to the Participant's participation herein and set forth on the Applicable Benefits Schedule.

(l) "Code" means the Internal Revenue Code of 1986, as amended.

(m) "Committee" shall mean (i) the Board or (ii) a committee or subcommittee of the Board as from time to time appointed by the Board from among its members. The initial Committee shall be the Board's Compensation and Human Resources Committee. In the absence of an appointed Committee, the Board shall function as the Committee under the Program. On a Change in Control Date, and during any Protection Period following such Change in Control Date, the Committee shall be comprised of such persons, whether or not such persons are members of the Board, as appointed by the Board prior to the Change in Control Date, with any additions or changes to the Committee following such Change in Control Date to be made and/or approved by all Committee members then in office.

(n) "Company" shall mean Molson Coors Brewing Company, a Delaware corporation, including any successor entity or any successor to the assets of the Company. Where the context requires, references to "Company" shall also mean a Subsidiary or Subsidiaries which employs a Participant.

(o) "Controlling Block of Directors" as of any date shall mean that number of members of the Board constituting not less than a majority of the authorized number of directors (including vacancies).

(p) "Coors Family Group" shall have the meaning ascribed to such term under the Voting Trust Agreement.

(q) "Effective Date" shall mean January 1, 2008.

(r) "ERISA" shall have the meaning ascribed to such term in Section 1.

(s) "Excise Tax" shall have the meaning ascribed to such term in Section 9(b).

(t) "Good Reason" shall exist upon the occurrence, without the Participant's consent, of any one or more of the following circumstances:

(i) any material reduction of the Participant's base compensation which is in effect immediately prior to the Effective Date (and as increased from time to time thereafter); provided that any reduction that is as part of a general reduction in the base compensation of executives of the same grade level which occurs prior to a Change in Control Date shall not be "Good Reason;

(ii) any action or inaction by the Company that constitutes a material breach by the Company of any applicable plan, program or agreement under which the Participant provides services;

(iii) the material reduction or material adverse modification of the Participant's title, status, position, responsibilities or authority from those in effect immediately prior to the Change in Control Date (and as such authorities and duties may be increased from time to time after the Change in Control Date), such that the Participant's title, status, position, authority or responsibilities are inconsistent with, or commonly considered to be of lesser stature than, those in effect prior to the reduction or modification, as the same may, for example, be evidenced by (A) a material diminution in the authority, duties or responsibilities of the supervisor to whom the Participant is required to report, including a requirement that the Participant report to a corporate officer or employee instead of to the Board, or (B) a material diminution in the budget over which the Participant has authority; or

(iv) any requirement that the Participant relocate his principal place of employment by more than a fifty (50)-mile radius from its location immediately prior to the Change in Control Date;

Notwithstanding the foregoing, any of the circumstances described above may not serve as a basis for resignation for "Good Reason" by the Participant unless (a) the Participant has provided written notice to the Company that such circumstance exists within ninety (90) days of the initial existence of such circumstance and the Company has failed to cure such circumstance within thirty (30) days following such notice; and (b) the Participant's Separation from Service due to such circumstance occurs within the two (2) year period following the initial existence of such circumstance and in no event later than the last day of the Protection Period.

(u) "Molson/Coors Nominees" shall mean those individuals who are members of the Board as of the Effective Date and whose election, or nomination for election, by the holders of the Company's Class A common stock was approved by the Class A-M Nominating Subcommittee of the Board or the Class A-C Nominating Subcommittee of the Board in accordance with the provisions of the Company's Restated Certificate of Incorporation and By-laws, or any similar or successor provisions, agreements or arrangements having the effect of enabling members of the Coors Family Group and members of the Molson Family Group to elect or nominate for election individuals to the Board; provided that any individual becoming a member of the Board

subsequent to the Effective Date whose election or nomination for election was approved by members of the Coors Family Group or members of the Molson Family Group pursuant to the process and provisions described above shall be considered to be a Molson/Coors Nominee.

(v) "Molson Family Group" shall have the meaning ascribed to such term under the Voting Trust Agreement.

(w) "Participant(s)" shall have the meaning set forth in Section 3.

(x) "Payments" shall have the meaning set forth in Section 9(b).

(y) "Payroll Date" shall mean each regularly scheduled date during Participant's employment on which base salary payments are made and after a Termination Date, each regularly scheduled date on which such payments would be made if employment continued.

(z) "Person" shall have the meaning given in Section 3(a)(9) of the Securities Exchange Act of 1934 (as amended from time to time), as modified and used in Sections 13(d) and 14(d) thereof.

(aa) "Program" shall have the meaning ascribed to such term in Section 1.

(bb) "Protection Period" shall mean the period after the Change in Control Date set forth on the Applicable Benefits Schedule.

(cc) "Qualifying Termination" shall mean (i) any involuntary Separation from Service of the Participant for any reason other than death, disability or Cause, or (ii) voluntary Separation from Service of the Participant for Good Reason.

(dd) "Reference Base Salary" with respect to a Participant means the annual base salary of such Participant as in effect immediately prior to the Termination Date (determined without regard to any reduction which would constitute a basis for a Participant's resignation for Good Reason, if such Participant's Applicable Benefits Schedule contains a right to terminate for Good Reason), or if greater as in effect immediately prior to the Change in Control Date.

(ee) "Separation from Service" shall mean a Participant's "separation from service" as defined in Treasury Regulation Section 1.409A-1(h)(1). For this purpose, a "Separation from Service" is deemed to occur on the date that the Company and the Participant reasonably anticipate that the level of bona fide services the Participant would perform after that date (whether as an employee or independent contractor) would permanently decrease to a level that, based on the facts and circumstances would constitute a Separation from Service; provided that a decrease to a level that is 50% or more of the average level of bona fide services provided over the prior 36 months shall not be a Separation from Service, and a decrease to a level that is 20% or less of the average level of such bona fide services shall be a Separation from Service. The bona-fide services taken into account in determining whether there has been a Separation from Service shall be bona-fide services for the Company and any Subsidiary. The Committee retains the right and discretion to specify, and may specify, whether a Separation from Service occurs for individuals providing services to the Company or a Subsidiary immediately prior to an asset purchase transaction in which the Company or a Subsidiary is the seller who provide services to a buyer after and in connection with such asset purchase transaction; provided, such specification is made in accordance with the requirements of Treasury Regulation Section 1.409A-1(h)(4).

(ff) "Subsidiary" shall mean any business entity in which the Company directly or indirectly has an ownership interest of at least fifty percent (50%); provided that, at any time prior to the date the time and form of payment of deferred compensation is set, with respect to any business entity in which the Company has less than a fifty percent (50%) interest, "at least twenty percent (20%)" may be substituted for "at least fifty percent (50%)" where based on legitimate business criteria.

(gg) "Target Bonus" with respect to a Participant means the target bonus of such Participant under the annual bonus or incentive plan of the Company in which the Participant participates as in effect immediately prior to the Termination Date, or if greater as in effect immediately prior to the Change in Control Date.

(hh) "Terminated Participant" shall mean a Participant whose Separation from Service constitutes a Qualifying Termination as described in Section 5 below.

(ii) "Termination Date" shall mean the date a Terminated Participant incurs a Qualifying Termination as described in Section 5 below.

(jj) "Vested Benefits" shall mean any base salary or prior year's bonus or incentive compensation earned, but unpaid prior to the Date of Termination (other than as a result of deferral made at the Participant's election) and any amounts which are or become vested or which the Participant is otherwise entitled to under the terms of any other plan, policy, practice or program of, or any contract or agreement with, the Company or any Subsidiary, at or subsequent to the Termination Date without regard to the performance of further services by the Participant or the resolution of a contingency.

(kk) "Voting Trust" shall mean the voting trust established under the Voting Trust Agreement, and any successor voting trust to which the members of the Coors Family Group and members of the Molson Family Group who are Beneficiaries under the Voting Trust Agreement become parties.

(ll) "Voting Trust Agreement" shall mean the Class A Common Stock Voting Trust Agreement, made and entered into as of February 9, 2005, as such Agreement may be amended from time to time.

3. PARTICIPATION. Only those executives and key personnel as the Committee in its sole discretion may designate, from time to time, shall participate in the Program. At the time the Committee designates an individual as a Participant, the Committee shall also designate the Applicable Benefits Schedule for such Participant's participation in the Program, which Schedules need not be uniform among Participants.

4. ADMINISTRATION.

(a) Responsibility . The Committee shall have the responsibility, in its sole discretion, to control, operate, manage and administer the Program in accordance with its terms.

(b) Authority of the Committee . The Committee shall have the maximum discretionary authority permitted by law that may be necessary to enable it to discharge its responsibilities with respect to the Program, including but not limited to the following:

(i) to determine eligibility for participation in the Program;

(ii) to designate Participants and the Applicable Benefits Schedule;

(iii) to establish the terms and provisions of, and to adopt as part of the Program, one or more Benefits Schedules setting forth, among other things, the Change in Control Severance Multiplier, Protection Period, and such other terms and provisions as the Committee shall determine;

(iv) to determine a Participant's eligibility for and to calculate the amount of a Participant's Change in Control Severance Benefits;

(v) to correct any defect, supply any omission, or reconcile any inconsistency in the Program in such manner and to such extent as it shall deem appropriate in its sole discretion to carry the same into effect;

(vi) to issue administrative guidelines as an aid to administer the Program and make changes in such guidelines as it from time to time deems proper;

(vii) to make rules for carrying out and administering the Program and make changes in such rules as it from time to time deems proper;

(viii) to the extent permitted under the Program, grant waivers of Program terms, conditions, restrictions, and limitations;

(ix) to construe and interpret the Program and make reasonable determinations as to a Participant's eligibility for benefits under the Program, including determinations as to Change in Control of the Company, Qualifying Termination and disability; and

(x) to take any and all other actions it deems necessary or advisable for the proper operation or administration of the Program.

(c) Action by the Committee . Except as may otherwise be required or permitted under an applicable charter, the Committee may (i) act only by a majority of its members (provided that any determination of the Committee may be made, without a meeting, by a writing or writings signed by all of the members of the Committee), and (ii) may authorize any one or more of its members to execute and deliver documents on behalf of the Committee.

(d) Delegation of Authority . The Committee may delegate to the Company's Chief Executive Officer some or all of the Committee's authority to act with respect to this Program, including the designation of Participants and the Applicable Benefits Schedule and the determination of "Cause"; provided, however that any actions of the Chief Executive Officer shall be limited to the extent of such authorization. Any such grant of authority shall be consistent with the Company's By-laws and, in accordance therewith, such delegation shall not extend to any actions or decisions relating to the participation of the Chief Executive Officer, Chief Financial Officer or Chief Legal Officer. The Committee may delegate administrative duties to one or more of its members to one or more of the Company's officers, or to one or more agents, as it may deem advisable; provided, however, that any such delegation shall be in writing. In addition, the Committee, or any person to whom it has delegated duties as aforesaid, may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Program. The Committee may employ such legal or other counsel, consultants and agents as it may deem desirable for the administration of the Program and may rely upon any opinion or computation received from any such counsel, consultant or agent. Expenses incurred by the Committee in the engagement of such counsel, consultant or agent shall be paid by the Company, or the Subsidiary whose employees have benefited from the Program, as determined by the Committee.

(e) Determinations and Interpretations by the Committee . All determinations and interpretations made by the Committee or by its delegates shall be binding and conclusive to the maximum extent permitted by law on all Participants and their heirs, successors, and legal representatives.

(f) Information . The Company shall furnish to the Committee in writing all information the Committee may deem appropriate for the exercise of its powers and duties in the administration of the Program. Such information may include, but shall not be limited to, the full names of all Participants, their earnings and their dates of birth, employment, retirement, death or other termination of employment. Such information shall be conclusive for all purposes of the Program, and the Committee shall be entitled to rely thereon without any investigation thereof.

(g) Self-Interest . No member of the Committee may act, vote or otherwise influence a decision of the Committee specifically relating to his/her benefits, if any, under the Program.

5. TERMINATION OF EMPLOYMENT ON OR AFTER A CHANGE IN CONTROL DATE. If a Participant incurs a Qualifying Termination on or after a Change in Control Date and prior to expiration of the Protection Period, such Terminated Participant shall be entitled to receive Change in Control Severance Benefits on or after the Termination Date.

6. CHANGE IN CONTROL SEVERANCE BENEFITS. In the event a Participant is entitled to receive Change in Control Severance Benefits pursuant to Section 5 above, the Terminated Participant shall receive the Change in Control Severance Benefits determined in accordance with the Applicable Benefits Schedule.

7. PARTICIPANT COVENANTS. As a condition of participation in the Program and to the receipt of any benefits hereunder, each Participant shall enter into or shall have entered into a Confidentiality and Noncompete Agreement with the Company, substantively in the form of Exhibit A hereto.

8. CLAIMS.

(a) Claims Procedure . If any Participant or Beneficiary, or their legal representative, has a claim for benefits which is not being paid, such claimant may file a written claim with the Committee setting forth the amount and nature of the claim, supporting facts, and the claimant's address. A claimant must file any such claim within sixty (60) days after a Participant's Termination Date. Written notice of the disposition of a claim by the Committee shall be furnished to the claimant within ninety (90) days after the claim is filed. In the event of special circumstances, the Committee may extend the period for determination for up to an additional ninety (90) days, in which case it shall so advise the claimant. If the claim is denied, the reasons for the denial shall be specifically set forth in writing, pertinent provisions of the Program shall be cited, including an explanation of the Program's claim review procedure, and, if the claim is perfectible, an explanation as to how the claimant can perfect the claim shall be provided.

(b) Claims Review Procedure . If a claimant whose claim has been denied wishes further consideration of his/her claim, he/she may request the Committee to review his/her claim in a written statement of the claimant's position filed with the Committee no later than sixty (60) days after receipt of the written notification provided for in Section 9(a) above. The Committee shall fully and fairly review the matter and shall promptly advise the claimant, in writing, of its decision within the next sixty (60) days. Due to special circumstances, the Committee may extend the period for determination for up to an additional sixty (60) days.

9. TAXES.

(a) Withholding Taxes . The Company shall be entitled to withhold from any and all payments made to a Participant under the Program all federal, state, local and/or other taxes or imposts which the Company determines are required to be so withheld from such payments or by reason of any other payments made to or on behalf of the Participant or for his/her benefit hereunder.

(b) Excise Tax . In the event any payments or benefits received or to be received by the Participant in connection with the Participant's employment (whether pursuant to the terms of the Program or any other plan, arrangement or agreement with the Company, or any person affiliated with the Company, and whether or not the Participant incurs a Qualifying Termination) (the "Payments"), are or will be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed),

(i) then, subject to the immediately following paragraph (ii), the Company shall pay subject to Section 12(q), an additional amount (the "Gross-Up Payment") such that the net amount retained by the Participant, after deduction of any Excise Tax on the Payments and

any federal, state and local income or other applicable tax and Excise Tax upon the payment provided for by this paragraph, shall be equal to the Payments.

(ii) Notwithstanding anything in the foregoing paragraph (i) to the contrary, the foregoing provision shall not apply (therefore no Gross-Up Payment will be made) and any Change in Control Severance Benefits otherwise payable to the Terminated Participant shall be reduced (but not below zero) such that no amounts paid or payable to the Terminated Participant as Change in Control Severance Benefits shall be deemed excess parachute payments subject to Excise Tax, in the event the amount of such reduction does not exceed ten percent (10%) of the amount of such Change in Control Severance Benefits deemed to be parachute payments. The Company shall reduce or eliminate the Change in Control Severance Benefits by first reducing or eliminating the portion of such benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the determination made by the independent public accountants selected under the preceding paragraph.

(iii) For purposes of determining the amount of the Gross-Up Payment, the Participant shall be deemed to pay federal income taxes at the Participant's actual rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the Participant's actual rate of taxation in the state and locality of the Participant's residence on the date on which the Excise Tax is determined, net of the reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

(iv) The computations required by this Section 9(b) shall be made by independent public accountants not then regularly retained by the Company, in consultation with tax counsel selected by them and acceptable to the Committee. The Company shall provide the Participant with sufficient tax and compensation data to enable the Participant or his/her tax advisor to verify such computations and shall reimburse the Participant for reasonable fees and expenses incurred with respect thereto.

(v) In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, the Participant shall repay to the Company at the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by the Participant) plus interest on the amount of such repayment from the date the Gross-Up Payment was initially made to the date of repayment at the rate provided in Section 1274(b)(2)(B) of the Code (the "Applicable Rate"). In the event that the Excise Tax is determined by the Internal Revenue Service or by such independent public accountants to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties, fines or additions to tax payable with respect to such excess) at the time that the amount of such excess if finally determined.

(vi) Any payment to be made under this section shall be subject to the provisions of Section 12(q) of this Program.

(c) No Guarantee of Tax Consequences . No person connected with the Program in any capacity, including, but not limited to, the Company and any Subsidiary and their directors, officers, agents and employees makes any representation, commitment, or guarantee that any tax treatment, including, but not limited to, federal, state and local income, estate and gift tax treatment, will be applicable with respect to amounts deferred under the Program, or paid to or

for the benefit of a Participant under the Program, or that such tax treatment will apply to or be available to a Participant on account of participation in the Program.

10. TERM OF PROGRAM. The amended and restated Program shall be effective as of the Effective Date and shall remain in effect until the Board terminates the Program in accordance with Section 11(b) below.

11. AMENDMENT AND TERMINATION.

(a) Amendment of Program . The Program may be amended by the Board at any time with or without prior notice; provided, however, that any amendment of the Program during the twenty-four (24)-month period immediately following the Change in Control Date, shall not be effective as to any Participant unless the Participant shall have consented thereto in writing. In the event the Program was amended within the six (6)-month period immediately preceding a Change in Control Date, to the extent such amendments were less favorable to Participants generally, such amendment shall automatically become of no further force and effect unless consented to, in writing, by the Participant.

(b) Termination of Program . The Program may be terminated or suspended by the Board in whole or in part at any time with or without prior notice; provided, however, that any termination or suspension to be effective during the twenty-four (24)-month period immediately following the Change in Control Date shall not be effective with respect to any Participant unless such Participant shall have consented thereto in writing. In the event the Program was terminated within the six (6)-month period immediately preceding a Change in Control Date, such termination shall not be effective as to a Participant unless the Participant shall have consented thereto in writing.

(c) No Adverse Affect . If the Program is amended, terminated, or suspended in accordance with Section 11(a) or 11(b) above, such action shall not adversely affect the benefits under the Program to which any Terminated Participant (as of the date of amendment, termination or suspension) is entitled.

12. MISCELLANEOUS.

(a) Actions in Anticipation of a Change in Control . In the event a Participant's employment is terminated without Cause or a participant resigns following an event constituting Good Reason within six months prior to a Change in Control and such event occurred at the request of a third party who had indicated an intention to take steps or had taken steps to effect a Change in Control or otherwise arose in connection with or in anticipation of a Change in Control, then such Participant shall be treated for purposes of this Program to have been terminated without Cause immediately following such Change in Control. In such instance the Participant's Termination Date shall be the Change in Control Date and determinations of Reference Base Salary, Target Bonus and unvested awards shall be based upon circumstances in effect immediately prior to the Participant's termination of employment.

(b) Offset; No Duplication . Change in Control Severance Benefits shall be reduced by any severance or similar payment or benefit made or provided by the Company or any Subsidiary to the Participant pursuant to (i) any severance plan, program, policy or similar arrangement of the Company or any Subsidiary of the Company not otherwise referred to in the Program, (ii) any employment agreement between the Company or any Subsidiary and the Participant, and (iii) any federal, foreign, state or local statute, rule, regulation or ordinance.

(c) Participants Outside the United States . Notwithstanding any provision of the Program to the contrary, in order to comply with the laws outside the United States which may be applicable to a Participant, the Committee may, in its sole discretion, make such modifications to the terms and conditions of this Program (including, but not limited to, any Applicable Benefits Schedule and the agreement described in Section 7 and the general release described in Section 12(n)) and

the Change in Control Severance Benefits payable hereunder as the Committee deems necessary or appropriate to comply with, reflect the requirements of, or take into account the differences between such laws and United States laws, while preserving as close as reasonably possible the intent of this Program.

(d) No Right, Title, or Interest in Company Assets . Participants shall have no right, title, or interest whatsoever in or to any assets of the Company or any investments that the Company may make to aid it in meeting its obligations under the Program. Nothing contained in the Program, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, Beneficiary, legal representative or any other person. To the extent that any person acquires a right to receive payments from the Company under the Program, such right shall be no greater than the right of an unsecured general creditor of the Company. Subject to this Section 12(b), all payments to be made hereunder shall be paid from the general funds of the Company and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts.

(e) No Right to Continued Employment . The Participant's rights, if any, to continue to serve the Company as an employee shall not be enlarged or otherwise affected by his/her designation as a Participant under the Program, and the Company or the applicable Subsidiary reserves the right to terminate the employment of any employee at any time. The adoption of the Program shall not be deemed to give any employee, or any other individual any right to be selected as a Participant or to continued employment with the Company or any Subsidiary.

(f) Vested Benefits; Other Rights . The Program shall not affect or impair the rights or obligations of the Company or a Participant with respect to any Vested Benefits or otherwise under any other written plan, contract, arrangement, or pension, profit sharing or other compensation plan; provided, however, that each Participant must agree in writing, as a condition to his/her participation in the Program and the receipt of any benefits hereunder, that any previously existing change in control agreement between such Participant and the Company and/or a Subsidiary shall be superseded in its entirety by the Program and be of no further force and effect.

(g) Governing Law . The Program shall be governed by and construed in accordance with the laws of the State of Colorado without reference to principles of conflict of laws, except as superseded by applicable federal or foreign law (including, without limitation, ERISA).

(h) Severability . If any term or condition of the Program shall be invalid or unenforceable to any extent or in any application, then the remainder of the Program, with the exception of such invalid or unenforceable provision (but only to the extent that such term or condition cannot be appropriately reformed or modified), shall not be affected thereby and shall continue in effect and application to its fullest extent.

(i) Incapacity . If the Committee determines that a Participant or a Beneficiary is unable to care for his/her affairs because of illness or accident or because he or she is a minor, any benefit due the Participant or Beneficiary may be paid to the Participant's spouse or to any other person deemed by the Committee to have incurred expense for such Participant (including a duly appointed guardian, committee or other legal representative), and any such payment shall be a complete discharge of the Company's obligation hereunder.

(j) Transferability of Rights . The Company shall have the unrestricted right to transfer its obligations under the Program with respect to one or more Participants to any person, including, but not limited to, any purchaser of all or any part of the Company's business. No Participant or Beneficiary shall have any right to commute, encumber, transfer or otherwise dispose of or alienate any present or future right or expectancy which the Participant or Beneficiary may have at any

time to receive payments of benefits hereunder, which benefits and the right thereto are expressly declared to be non-assignable and nontransferable, except to the extent required by law. Any attempt to transfer or assign a benefit, or any rights granted hereunder, by a Participant or the spouse of a Participant shall, in the sole discretion of the Committee (after consideration of such facts as it deems pertinent), be grounds for terminating any rights of the Participant or Beneficiary to any portion of the Program benefits not previously paid.

(k) Interest . In the event any payment to a Participant under the Program is not paid within thirty (30) days after it is due and Participant notifies the Company and the Company fails to make such payment (to the extent such payment is undisputed), such payment shall thereafter bear interest at the prime rate from time to time as published in The Wall Street Journal, Midwest Edition and such interest shall be paid to the Participant on last day of each month until the full amount due plus such interest has been paid to the Participant.

(l) No Obligation to Mitigate Damages . The Participants shall not be obligated to seek other employment in mitigation of amounts payable or arrangements made under the provisions of the Program and the obtaining of any such other employment shall in no event effect any reduction of the Company's obligations under the Program.

(m) Arbitration of Disputes and Reimbursement of Legal Costs . In the event of any dispute between the Company and the Participant, whether arising out of or relating to the Program, or otherwise, the Participant and the Company hereby agree that such dispute shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any arbitration shall be held before a single arbitrator who shall be selected by the mutual agreement of the Company and the Participant, unless the parties are unable to agree to an arbitrator, in which case, the arbitrator will be selected under the procedures of the AAA. The arbitrator shall be experienced in the resolution of disputes under employment agreements or plans or programs similar to the Program maintained by major corporations and shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction, and the parties hereby agree to the emergency procedures of the AAA. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and the Participant. The arbitration proceeding shall be conducted in the Denver, Colorado metropolitan area, or if applicable, the metropolitan area in which the Participant's primary office is located or was located immediately prior to such Participant's Termination Date. In the event of any such proceeding, the costs of the arbitration shall be borne by the Company and, subject to the limitations of Section 12(q) below, the Company shall also reimburse the Participant for his/her reasonable legal fees and expenses incurred with respect to such proceeding on a current basis (either directly or by reimbursing the Participant) within thirty (30) days of presentment of each invoice; provided, that the Participant shall repay any such legal fees or expenses paid or advanced within ten (10) days of any determination by the arbitrator that the Participant did not have a reasonable basis for at least one material claim or issue in the dispute. In the event the Participant fails to repay any legal fees or expenses paid or advanced under the circumstance and within the period set forth in the preceding sentence, the Participant shall be obligated to pay all attorneys' fees and costs incurred by the Company for any litigation and collection proceedings necessary to secure such repayment and the Company shall be entitled to pre and post-judgment interest at a rate of 10% per annum. Otherwise, each party shall be responsible for its own expenses relating to

the conduct of the arbitration (including reasonable attorneys' fees and expenses). Notwithstanding the foregoing, the Participant shall be required to exhaust his/her rights under Section 8 prior to proceeding with any arbitration hereunder.

(n) Condition Precedent to Receipt of Payments or Benefits under the Program . Except as otherwise provided in this subsection, a Terminated Participant will not be eligible to receive Change in Control Severance Benefits or any other payments or benefits under the Program unless (i) such Terminated Participant timely executes and returns a general release of all claims arising out of said Participant's employment with, and termination of employment from, the Company in substantially the form attached hereto as Exhibit B (adjusted as necessary to conform to then existing legal requirements) (the "General Release"); and (ii) the revocation period specified in such General Release expires without such Terminated Participant exercising his/her right of revocation as set forth in the General Release. The Company shall tender the General Release to the Participant for execution within ten (10) business days of the Participant's Termination Date.

(o) Assumption by Successor to the Company . The Company shall cause any successor to its business or assets to assume this Program and the obligations arising hereunder and to maintain this Program without modification or alteration for the period required herein.

(p) Code Section 409A .

(i) Six Month Delay . It is intended that any amounts payable under this Program, and the Company's and Participant's exercise of authority or discretion hereunder, shall comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) so as not to subject Participant to the payment of any interest or additional tax imposed under Section 409A of the Code. In furtherance of this intent, if, due to the circumstances in existence at the time of the Participant's Qualifying Termination, the date of payment or the commencement of such payments or benefits in accordance with Sections 6 and 12(n) must be delayed for six months in order to meet the requirements of Code Section 409A(a)(2)(B) applicable to "specified employees," then any such payment or payments or benefits to which Participant would otherwise be entitled during the first six months following the Separation from Service shall be accumulated without interest and shall be paid within fifteen (15) days after the end of the six-month period beginning on the date of such Qualifying Termination or, if earlier, within fifteen (15) days after the appointment of the personal representative or executor of the Participant's estate following his death.

(ii) Date of Payment . Unless otherwise specified in the Benefits Schedule, change in control severance benefits shall be paid no later than the second payroll date following the Termination Date; provided that any "deferred compensation" (as defined in Section 409A of the Code after giving effect to the exemptions thereunder) shall be paid on the fifty-third (53) day following the Termination Date. Any payment required to be made on a specified date or a specified number of days after an event shall be deemed timely made (including for purposes of Section 12(k)) if it is made within the time period permitted under Treasury Regulation Section 1.409A-3(d).

(q) Reimbursements . With respect to any reimbursement of expenses (including taxes) of the Participant as specified under this Program, such reimbursement of expenses shall be subject to the following conditions: (i) the expenses eligible for reimbursement in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year; (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement shall not be subject to liquidation or exchange for another benefit.

BENEFITS SCHEDULE—LO1


Participant		[ ]
Change in Control Severance Multiplier		3.0
Protection Period		2 years

Change in Control Severance Benefits

If, during the Protection Period, Participant's employment with the Company shall terminate under circumstances described in Section 5, Participant shall receive the following Change in Control Severance Benefits:

(a) Cash Severance Payment . Subject to Section 12(p) of the Program, the Company shall pay to the Participant in a lump sum in cash an amount equal to (i) a pro rata bonus for the fiscal year in which the Termination Date occurs based on the Participant's Target Bonus and the number of days elapsed during the fiscal year through the Termination Date; plus (ii) the Change in Control Severance Multiplier multiplied by the sum of (A) the Participant's Reference Base Salary and (B) the Participant's Target Bonus;

(b) Continued Medical/Dental/Health Benefits . The opportunity to maintain COBRA (or equivalent) coverage for the Participant and eligible dependents under the applicable Company medical/dental/health insurance plan for a reduced monthly premium determined on the same cost sharing basis applicable to active employees;

(c) Outplacement Services . Subject to Section 12(n) of the Program, for twelve months following the Termination Date, the Company shall provide outplacement services, the scope and provider of which shall be selected by the Company; and

(d) Unvested Awards . Any unvested options, stock appreciation rights, restricted stock, restricted stock units, performance shares or units or other stock-based awards held by the Participant under the Company's Incentive Compensation Plan, or any successor or similar plan, on the Termination Date, shall vest in full and stock options and stock appreciation rights so vested shall become exercisable and remain exercisable until the earlier of (x) the expiration of the term or (y) one (1) year after the Termination Date.

In the event of death, all Change in Control Severance Benefits that have become payable due to a Qualifying Termination prior to the date of death shall be paid to the Participant's Beneficiary.

Additional Payments and Benefits .

Vested Benefits. Subject to Section 12(p) of the Program, the Company shall pay all Vested Benefits to a Terminated Participant; provided that any Vested Benefits attributable to a plan, policy practice, program, contract or agreement shall be payable in accordance with the terms thereof under which the amounts have accrued.

Withholding; Gross-Up Payment: Possible Reduction. All payments shall be subject to withholding taxes, and the Participant will be entitled to the Gross-Up Payment or the payments and benefits to which the Participant is otherwise entitled may be subject to reduction, in each instance as required by Section 8.

Additional Provisions. Notwithstanding anything contained in the Program to the contrary, the Company or the Committee may, in its sole discretion provide benefits in addition to the benefits described under this Benefit Schedule, which benefits may, but are not required to be, uniform among Participants.

LO1-1

BENEFITS SCHEDULE—LO2


Participant		[ ]
Change in Control Severance Multiplier		2.0
Protection Period		2 years

Change in Control Severance Benefits

In the event of death, all Change in Control Severance Benefits that have become payable due to a Qualifying Termination prior to the date of death shall be paid to the Participant's Beneficiary.

Additional Payments and Benefits.

LO2-1

BENEFITS SCHEDULE—LO3


Participant		[ ]
Change in Control Severance Multiplier		1.5
Protection Period		2 years

Change in Control Severance Benefits

In the event of death, all Change in Control Severance Benefits that have become payable due to a Qualifying Termination prior to the date of death shall be paid to the Participant's Beneficiary.

Additional Payments and Benefits.

LO3-1

EXHIBIT A
FORM OF CONFIDENTIALITY AND NONCOMPETITION AGREEMENT
CONFIDENTIALITY AND NONCOMPETE AGREEMENT

This Confidentiality and Noncompete Agreement (this "Agreement"), dated , 200 is between Molson Coors Brewing Company (the "Company") and (the "Employee") (collectively the "Parties").

Employee desires to be employed or to continue to be employed by MCBC as an officer of the Company and/or one of its subsidiaries (collectively "MCBC"). In this role, Employee will be a manager and executive for MCBC, will have access to Confidential Information, or both. Employee also desires to be eligible to and/or participate in certain employee benefit, incentive and/or compensation plans or programs maintained by MCBC.

Entry into this Agreement is a condition of such employment or continued employment and/or eligibility to participate in and/or receive compensation or benefits under such plans or programs.

NOW THEREFORE, in consideration of Employee's employment or continued employment with MCBC and/or eligibility to participate in and/or receive compensation or benefits under such plans or progress, the Parties agree as follows:

1. Covenants Not to Compete or Interfere .

a. During the term of Employee's employment and for a period of 12 months thereafter, and regardless of the reason for Employee's termination, Employee shall not, within the United States, Canada, the United Kingdom, Europe or Asia, directly or indirectly own, manage, operate, control, be employed by, serve as a consultant to or otherwise participate in any business that has services or products competitive with those of MCBC, or develop products or services competitive with those of MCBC.

b. Employee acknowledges that MCBC conducts its business on a national and international level and has customers throughout the United States, Canada, the United Kingdom, Europe or Asia, and that the geographic restriction on competition is therefore fair and reasonable.

c. During the term of Employee's employment with MCBC and for a period of 12 months thereafter, and regardless of the reason for Employee's termination, Employee shall not (i) cause or attempt to cause any employee of MCBC to leave the employ of MCBC, (ii) actively recruit any employee of MCBC to work for any organization of, or in which Employee is an officer, director, employee, consultant, independent contractor or owner of an equity interest; or (iii) solicit, divert or take away, or attempt to take away, the business or patronage of any client, customer or account, or prospective client, customer or account, of MCBC which were contacted, solicited or served by Employee while employed by MCBC.

d. Employee acknowledges this is a contract for the protection of trade secrets and/or that Employee will be considered executive and management personnel under the following sections of Colorado Revised Statute § 8-2-113(2):

Any covenant not to compete which restricts the right of any person to receive compensation for performance of skilled or unskilled labor for any employer shall be void, but this subsection (2) shall not apply to:

(b) Any contract for the protection of trade secrets;

(d) Executive and management personnel and officers and employees who constitute professional staff to executive and management personnel.

A-1

2. Confidential Information .

a. For purposes of this Agreement, "Confidential Information" includes any and all information and trade secrets, whether written or otherwise, relating to MCBC's business, property, products, services, operations, sales, prospects, research, customers, business relationships, business plans and finances.

b. Employee acknowledges that while employed at MCBC, Employee will have access to Confidential Information. Employee further acknowledges that the Confidential Information is of great value to MCBC and that its improper disclosure will cause MCBC to suffer damages, including loss of profits.

c. Except in connection with and in furtherance of Employee's official duties with and on behalf of MCBC, Employee shall not at any time or in any manner use, copy, disclose, divulge, transmit, convey, transfer or otherwise communicate any Confidential Information to any person or entity, either directly or indirectly, without the Company's prior written consent.

d. Employee agrees, upon employment with MCBC, not to disclose to MCBC any confidential information or trade secrets of former employers or other entities Employee has been associated with.

3. Injunctive Relief; Damages . Employee acknowledges that any breach of this Agreement will cause irreparable injury to MCBC and that money damages alone would be inadequate to compensate it. Upon a breach or threatened breach by Employee of any of this Agreement, the Company shall be entitled to a temporary restraining order, preliminary injunction, permanent injunction or other relief restraining Employee from such breach without posting a bond. Nothing herein shall be construed as prohibiting MCBC from pursuing any other remedies for such breach or threatened breach, including recovery of damages from Employee.

4. Severability . It is the desire and intent of the Parties that the provisions of this Agreement shall be enforced to the fullest extent permissible. Accordingly, if any provision of this Agreement shall prove to be invalid or unenforceable, the remainder of this Agreement shall not be affected, and in lieu, a provision as similar in terms as possible shall be added.

5. Entire Agreement; Governing Law . This Agreement embodies the entire agreement between the Parties concerning the subject matters hereof and replaces and supersedes any prior or contemporaneous representations or agreements. This Agreement and all related obligations shall be governed by the laws of the State of Colorado.

6. Representation by Counsel . Employee acknowledges that he/she has had an opportunity to consult with independent counsel prior to executing this Agreement.

7. Survival . Employee's obligations under this Agreement shall survive the termination of Employee's employment and shall thereafter be enforceable whether or not such termination is later claimed or found to be wrongful or to constitute or result in a breach of any contract or of any other duty owed to Employee.

8. Amendments; Waiver . This Agreement may not be altered or amended, and no right hereunder may be waived, except by an instrument executed by each of the Parties.

A-2

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written.


		COMPANY:
		Molson Coors Brewing Company, for itself and its subsidiaries
		By:
		Its:
		EMPLOYEE:

		Name:

A-3

EXHIBIT B
FORM OF RELEASE
GENERAL RELEASE

1. For valuable consideration, the adequacy of which is hereby acknowledged, the undersigned ("Participant"), for himself, his spouse, heirs, administrators, children, representatives, executors, successors, assigns, and all other persons claiming through Participant, if any (collectively, "Releasers"), knowingly and voluntarily releases and forever discharges Molson Coors Brewing Company, its affiliates, subsidiaries, divisions, successors and assigns and the current, future and former employees, officers, directors, trustees and agents thereof (collectively referred to throughout this General Release as "Company") from any and all claims, causes of action, demands, fees and liabilities of any kind whatsoever, whether known and unknown, against Company, Participant has, has ever had or may have as of the date of execution of this General Release, including, but not limited to, any alleged violation of:

•: The National Labor Relations Act, as amended;
•: Title VII of the Civil Rights Act of 1964, as amended;
•: The Civil Rights Act of 1991;
•: Sections 1981 through 1988 of Title 42 of the United States Code, as amended;
•: The Employee Retirement Income Security Act of 1974, as amended;
•: The Immigration Reform and Control Act, as amended;
•: The Americans with Disabilities Act of 1990, as amended;
•: The Age Discrimination in Employment Act of 1967, as amended;
•: The Older Workers Benefit Protection Act of 1990;
•: The Worker Adjustment and Retraining Notification Act, as amended;
•: The Occupational Safety and Health Act, as amended;
•: The Family and Medical Leave Act of 1993;
•: Any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance; or
•: Any public policy, contract, tort, or common law.

Notwithstanding anything herein to the contrary, this General Release shall not apply to: (i) Participant's rights of indemnification and directors and officers liability insurance coverage to which he was entitled immediately prior to DATE with regard to his service as an officer of Company; (ii) Participant's rights under any tax-qualified pension or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by Company or under COBRA; (iii) Participant's rights under the provisions of the Company's Change in Control Protection Program which are intended to survive termination of employment; or (iv) Participant's rights as a stockholder. Excluded from this General Release are any claims which cannot be waived by law.

[ For Current/Former California Residents Only: ] This General Release is intended to constitute a release of all of the claims referenced herein, known or unknown, suspected or unsuspected. Participant hereby expressly waives any rights and benefits conferred by Section 1542 of the California Civil Code which provides: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF

B-1

EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

2. Participant acknowledges and recites that:

(a) Participant has executed this General Release knowingly and voluntarily;

(b) Participant has read and understands this General Release in its entirety, including the waiver of rights under the Age Discrimination in Employment Act;

(c) Participant has been advised and directed orally and in writing (and this subparagraph (c) constitutes such written direction) to seek legal counsel and any other advice he wishes with respect to the terms of this General Release before executing it;

(d) Participant has sought such counsel, or freely and voluntarily waives the right to consult with counsel, and Participant has had an opportunity, if he so desires, to discuss with counsel the terms of this General Release and their meaning;

(e) Participant enters into this General Release knowingly and voluntarily, without duress or reservation of any kind, and after having given the matter full and careful consideration; and

(f) Participant has been offered 21 calendar days after receipt of this General Release to consider its terms before executing it.

3. This General Release shall be governed by the internal laws (and not the choice of law principles) of the State of [Colorado], except for the application of pre-emptive federal law.

4. Participant shall have 7 days from the date hereof to revoke this General Release by providing written notice of the revocation to Company's General Counsel, in which event this General Release shall be unenforceable and null and void.



Date:				[Participant's Name]

B-2

Form of Participation Agreement

[ ], 200



[	Name	]
[	Address	]
[	Address	]

Re:: Amended and Restated Change in Control Protection Program

Dear :

As authorized by the Compensation Committee of the Board of Directors of Molson Coors Brewing Company (the "Company"), I am pleased to inform you that you have been selected to become a Participant in the Molson Coors Brewing Company Amended and Restated Change in Control Protection Program (the "Program"). The Program is intended to provide benefits to Participants under certain circumstances if a Change in Control of the Company occurs and a Participant's employment is terminated within a certain period of time after such Change in Control.

Your Applicable Benefits Schedule (as defined in the Program) is Benefits Schedule—LO , a copy of which is attached along with a copy of the Program document.

To become a Participant in the Program, you must sign one copy of this letter and [, unless you have previously entered into a similar agreement with the Company,] the enclosed Confidentiality and Noncompetition Agreement, and return them to me within thirty (30) days of the date of this letter. If you elect to become a Participant, you and the Company will be subject to the terms of the Program and the Agreement. In the event of any difference between this letter and the terms of the Program and Agreement, the terms of those documents will govern.

If you have questions about this letter, the Program please contact me. Congratulations on becoming a Participant in the Program.

Very truly yours,

Ralph Hargrow
Global Chief People Officer

If you accept participation in the Program, please sign and date a copy of this letter and [, if applicable,] the enclosed agreement and return it as indicated above:

I have reviewed the Program, including the Confidentiality and Noncompete Agreement, (the "CNA"), and I understand that, as a condition of being a Program Participant, I must agree to the restrictions and agreements set forth in the Program and CNA [or have previously entered into an agreement similar to the CNA with the Company]. By signing and returning this copy of the letter and the Agent, I indicate my agreement to the terms of the Program and CNA [or reconfirm my obligations under the similar agreement I previously-executed].


Date: [ ], 200

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MOLSON COORS BREWING COMPANY AMENDED AND RESTATED CHANGE IN CONTROL PROTECTION PROGRAM

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EXHIBIT 31.1

SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Peter Swinburn,certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Molson Coors Brewing Company;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a): Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b): Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c): Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d): Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:

a): All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b): Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


		/s/ PETER SWINBURN Peter Swinburn Chief Executive Officer (Principal Executive Officer) November 6, 2008

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EXHIBIT 31.2

SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Stewart Glendinning certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Molson Coors Brewing Company;

2.

3.

4.

a): Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b): Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c): Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d): Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5.

a): All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b): Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


		/s/ STEWART GLENDINNING Stewart Glendinning Chief Financial Officer (Principal Financial Officer) November 6, 2008

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EXHIBIT 32

WRITTEN STATEMENT OF CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER
FURNISHED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002 (18 USC. SECTION 1350)
AND FOR THE PURPOSE OF COMPLYING WITH RULE 13a-14(b)
OF THE SECURITIES EXCHANGE ACT OF 1934.

The undersigned, the Chief Executive Officer and the Chief Financial Officer of Molson Coors Brewing Company (the "Company") respectively, each hereby certifies that to his knowledge on the date hereof:

(a): the Quarterly Report on Form 10-Q of the Company for the quarterly period ended September 28, 2008 filed on the date hereof with the Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(b): Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


		/s/ PETER SWINBURN Peter Swinburn Chief Executive Officer (Principal Executive Officer) November 6, 2008
		/s/ STEWART GLENDINNING Stewart Glendinning Chief Financial Officer (Principal Financial Officer) November 6, 2008

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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WRITTEN STATEMENT OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER FURNISHED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 USC. SECTION 1350) AND FOR THE PURPOSE OF COMPLYING WITH RULE 13a-14(b) OF THE SECURITIES EXCHANGE ACT OF 1934.