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MOLSON COORS BREWING COMPANY

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

on

May 25, 2011

The Annual Meeting of Stockholders of Molson Coors Brewing Company will be held at 11:00 a.m. (local time) on May 25, 2011 at the Company’s Montréal brewery located at 1670 Notre Dame Street East, Montréal, Québec, Canada H2L 2R4, for the following purposes:

(1)                                  To elect 14 directors;

(2)                                  To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2011;

(3)                                  To approve, on an advisory basis, the compensation of the Company’s named executive officers;

(4)                                  To approve, on an advisory basis, the frequency of the advisory stockholder vote on the compensation of the Company’s named executive officers; and

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

In accordance with the bylaws and action of the Board of Directors, stockholders of record at the close of business on March 28, 2011, are entitled to receive notice of the meeting, and to vote at the meeting and any and all adjournments or postponements thereof.

We will begin mailing a Notice of Internet Availability of Proxy Materials for the Annual Meeting of Stockholders, containing instructions on how to access our proxy materials and vote online, on or about April 14, 2011. The Company’s proxy statement and related exhibits accompanying this notice of Annual Meeting of Stockholders and the Company’s Annual Report on Form 10-K for the fiscal year ended December 25, 2010 can be accessed by following the instructions in the Notice of Internet Availability of Proxy Materials.

We hope you will be able to attend the Annual Meeting. Whether or not you plan to attend, your vote is important to us.  We urge you to review our proxy materials and promptly cast your vote by telephone, over the Internet, or mark, sign, date and return the proxy/voting instruction card in the envelope provided so that your shares will be represented and voted at the Annual Meeting even if you cannot attend.  For more information about how to vote your shares, please see the discussion beginning on page 1 of our proxy statement under the heading “Questions and Answers about the Annual Meeting and Voting.”

Thank you for your interest in our Company. We look forward to seeing you at the Annual Meeting.

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PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (Board) of Molson Coors Brewing Company, a Delaware corporation (Molson Coors or the Company), for use at the Annual Meeting of Stockholders (Annual Meeting), which will be held at 11:00 a.m. (local time), Wednesday, May 25, 2011 at the Company’s Montréal brewery located at 1670 Notre Dame Street East, Montréal, Québec, Canada H2L 2R4, and at any and all adjournments or postponements of that Annual Meeting.

Molson Coors has dual principal executive offices located at 1225 17th Street, Suite 3200, Denver, Colorado, USA 80202 and 1555 Notre Dame Street East, Montréal, Québec, Canada, H2L 2R5.

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to be held on May 25, 2011

The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year ended December 25, 2010 are available at www.proxyvote.com.

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

1.     What are the Company’s outstanding voting securities?

The outstanding classes of our voting securities include our Class A common stock, par value $0.01 per share (Class A common stock), and Class B common stock, par value $0.01 per share (Class B common stock). In addition, we have outstanding Special Class A voting stock, par value $0.01 per share (Special Class A stock), and Special Class B voting stock, par value $0.01 per share (Special Class B stock), through which the holders of Class A exchangeable shares and Class B exchangeable shares issued by Molson Coors Canada Inc. (Exchangeco), a Canadian corporation and subsidiary of Molson Coors, may exercise their voting rights with respect to Molson Coors.

Each holder of record of the Class A common stock, Class B common stock, Class A exchangeable shares and Class B exchangeable shares is entitled to one vote for each share held, without the ability to cumulate votes on the election of directors.

2.              How many shares are outstanding?

At the close of business on March 28, 2011, the record date for the Annual Meeting, there were outstanding 2,583,794 shares of Class A common stock and 162,138,078 shares of Class B common stock, 1 share of Special Class A stock (representing 2,939,789 Class A exchangeable shares) and 1 share of Special Class B stock (representing 19,283,614 Class B exchangeable shares). Only stockholders of record at the close of business on March 28, 2011, are entitled to vote at the Annual Meeting.

3.              What are the Class A exchangeable shares and Class B exchangeable shares?  How do they vote?

The Special Class A stock and the Special Class B stock provide the mechanism for holders of Class A exchangeable shares and Class B exchangeable shares, which are intended to be substantially the economic equivalent of the corresponding class of Molson Coors common stock, to vote with the corresponding class of Molson Coors common stock. The Special Class A stock and Special Class B stock are entitled to one vote for each outstanding Class A exchangeable share and Class B exchangeable share, respectively, excluding shares held by Molson Coors 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. This structure provides voting rights to a holder of the exchangeable shares through a voting trust arrangement. The trustee holder of the Special Class A stock and the Special Class B stock has the right to cast a number of votes equal to the number of then-outstanding Class A exchangeable shares and Class B exchangeable shares, respectively, but will only cast a number of votes equal to the number of Class A exchangeable shares and Class B exchangeable shares as to which it has received voting instructions from the owners of record of those Class A exchangeable shares and Class B exchangeable shares, other than Molson Coors or its subsidiaries, respectively, on the record date.

4.              I am a holder of exchangeable shares; will I receive additional materials?

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

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

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

5.              What is the difference between holding shares as a stockholder of record and as a beneficial stockholder?

If your shares are registered directly in your name through either Computershare Trust Company, N.A. (Computershare), for the Class A common stock or the Class B common stock, or CIBC Mellon Trust Company (CIBC Mellon), for the exchangeable shares, you are considered a stockholder of record with respect to those shares.

If your shares are held in a brokerage account or bank, you are considered the “beneficial owner” of those shares.

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6.              How do I attend the Annual Meeting and what do I need to bring?

If you are a stockholder of record, you will be asked to present photo identification, such as a driver’s license, in order for Molson Coors to verify your record ownership of shares.  If you vote prior to the Annual Meeting, you should indicate your planned attendance at the Annual Meeting when you cast your vote or submit your proxy card.

If you are a beneficial owner, bring the notice or voting instruction form you received from your bank, brokerage firm or other nominee, as well as photo identification, for admission to the Annual Meeting.  You also may bring your brokerage statement reflecting your ownership as of March 28, 2011 with you.  Please note that upon admittance to the Annual Meeting, you will not be able to vote your shares at the Annual Meeting without a legal proxy, as described in the response to Question 7.

Please note that cameras, sound or video recording equipment, cellular telephones, blackberries or other similar equipment, electronic devices, large bags, briefcases or packages will not be allowed in the meeting room.

7.              How can I vote at the Annual Meeting if I am a beneficial owner of Class A common stock or Class B common stock?

You should ask your bank, broker or other intermediary to furnish you with a legal proxy. You will need to bring the legal proxy with you to the Annual Meeting and hand it in with a signed ballot that will be provided to you at the Annual Meeting. You will not be able to vote your shares at the Annual Meeting without a legal proxy.

Please note that if you request a legal proxy, any previously executed proxy will be revoked and your vote will not be counted unless you appear at the Annual Meeting and vote in person or legally appoint another proxy to vote on your behalf. If you do not receive the legal proxy in time, you can follow the procedures described in the response to Question 6 to gain admission to the Annual Meeting. However, you will not be able to vote your shares at the Annual Meeting.

8.              I hold exchangeable shares; how do I vote?  Can I vote in person at the Annual Meeting?

As discussed above, holders of exchangeable shares (other than Molson Coors or its subsidiaries) are entitled to vote at annual meetings of holders of the corresponding classes of Molson Coors common stock through a voting trust arrangement. If you hold Class A exchangeable shares and/or Class B exchangeable shares as of the record date, you may provide voting instructions to CIBC Mellon, as trustee, although your voting instructions must be received no later than 11:59 p.m. EDT on May 22, 2011.  If you do not send instructions by this deadline, the trustee will not be able to vote your Class A exchangeable shares and/or Class B exchangeable shares. You may revoke previously given voting instructions by delivering subsequent voting instructions by mail, Internet or telephone, but in no circumstance, later than 11:59 p.m. EDT on May 22, 2011.

Holders of exchangeable shares cannot vote in person at the Annual Meeting.

9.              I hold shares in my MillerCoors retirement accounts; how do I vote?

We have been advised by MillerCoors LLC, the Company’s joint venture with SABMiller plc (MillerCoors), that according to the trust agreement concerning the MillerCoors LLC Savings and Investment Plan (the MillerCoors Plan), employees holding Molson Coors shares in their retirement plans are entitled to receive proxy materials and vote at the Annual Meeting.  If you participate in the MillerCoors Plan, you may vote the number of shares of common stock equivalent to the interest in Molson Coors common stock credited to your account as of the record date.  You may provide voting instructions to Fidelity Management Trust Company, as trustee, through its agent, Broadridge Financial Services (Broadridge), by completing and returning the proxy card accompanying your proxy materials.  The trustee will vote your shares in accordance with your duly executed instructions received no later than 5:00 p.m. EDT on May 19, 2011.  If you do not send instructions to Broadridge, the trustee will not be able to vote the share equivalents credited to your account.  You may also revoke previously given voting instructions prior to 5:00 p.m. EDT on May 19, 2011, by submitting to Broadridge, a properly completed and signed proxy card bearing a later date.

10.       What is a quorum?

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

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11.       What different methods can I use to vote?

By Written Proxy. All stockholders of record can vote by written proxy card. If you are a beneficial owner, you will receive a written proxy card or a vote instruction form from your bank or broker.

By Telephone or Internet. All stockholders of record also can vote by touchtone telephone from the U.S., Puerto Rico and Canada, using the toll-free telephone number on the proxy card, or through the Internet, using the procedures and instructions described on the proxy card. Beneficial owners may vote by telephone or Internet if their bank or broker makes those methods available, in which case the bank or broker will enclose the instructions with the proxy materials. The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to vote their shares, and to confirm that their instructions have been recorded properly.

In Person. All stockholders of record of Class A common stock and Class B common stock may vote in person at the Annual Meeting. Beneficial owners of Class A common stock and Class B common stock may vote in person at the Annual Meeting if they have a legal proxy, as described in the response to Question 7.

12.       What is the record date and what does it mean?

The record date for the Annual Meeting is March 28, 2011. The record date is established by the Board as required by the Delaware General Corporation Law and the Company’s bylaws. Owners of record of Class A common stock, Class B common stock, Class A exchangeable shares and Class B exchangeable shares at the close of business on the record date are entitled to:

·                  receive notice of the Annual Meeting; and

·                  vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting.

13.       What can I do if I change my mind after I vote my shares?

Holders of common stock can revoke a proxy prior to the completion of voting at the Annual Meeting by:

·                  giving written notice to the Office of the Secretary of the Company;

·                  delivering a later-dated proxy (or instructions to your bank or broker if you are a beneficial owner); or

·                  voting in person at the Annual Meeting (unless you are a beneficial owner without a legal proxy, as described in the response to Question 7).

Holders of exchangeable shares can revoke voting instructions by delivering subsequent voting instructions by mail, Internet or telephone no later than 11:59pm EDT on May 22, 2011.

14.  What are my voting choices when voting for Class A Director nominees identified in this proxy statement, and what vote is needed to elect the Class A Directors?

In the vote on the election of the 11 Class A Director nominees identified in this proxy statement to serve until the next annual meeting, holders of Class A common stock and Class A exchangeable shares may:

·                  vote in favor of all nominees;

·                  vote in favor of specific nominees;

·                  vote against all nominees;

·                  vote against specific nominees;

·                  abstain from voting with respect to all nominees; or

·                  abstain from voting with respect to specific nominees.

Directors will be elected by a plurality of the votes cast by the holders of the Class A common stock and Class A exchangeable shares, together as a class, voting in person or by proxy at the Annual Meeting.

The Board recommends a vote FOR each of the nominees.

15.       What are my voting choices when voting for Class B Director nominees identified in this proxy statement and what vote is needed to elect the Class B Directors?

In the vote on the election of the 3 Class B Director nominees identified in this proxy statement to serve until the next annual meeting, holders of Class B common stock and Class B exchangeable shares may:

·                  vote in favor of all nominees;

·                  vote in favor of specific nominees;

·                  vote against all nominees;

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·                  vote against specific nominees;

·                  abstain from voting with respect to all nominees; or

·                  abstain from voting with respect to specific nominees.

Directors will be elected by a plurality of the votes cast by the holders of the Class B common stock and Class B exchangeable shares, together as a class, voting in person or by proxy at the Annual Meeting.

The Board recommends a vote FOR each of the nominees.

16.       What are my voting choices when voting on the ratification of the appointment of PricewaterhouseCoopers LLP (PwC) as independent auditors and what vote is needed to ratify their appointment?

In the vote on the approval of the appointment of PwC as independent auditors, holders of Class A common stock and Class A exchangeable shares may:

·            vote in favor of the ratification;

·            vote against the ratification; or

·            abstain from voting on the ratification.

The proposal to ratify the appointment of PwC as independent auditors will require the affirmative vote of a majority of the votes cast by the holders of the Class A common stock and Class A exchangeable shares, together as a class, voting in person or by proxy at the Annual Meeting.

The Board recommends a vote FOR the ratification.

17.       What are my voting choices when voting on the advisory proposal on executive compensation (say on pay) and what vote is needed to approve say on pay?

In the advisory vote to approve say on pay, holders of Class A common stock and Class A exchangeable shares may:

·                  vote in favor of the proposal;

·                  vote against the proposal; or

·                  abstain from voting on the proposal.

The advisory proposal to approve say on pay will require the affirmative vote of a majority of the votes cast by the holders of the Class A common stock and Class A exchangeable shares, together as a class, voting in person or by proxy at the Annual Meeting.  As an advisory vote, this proposal is not binding on the Company.  However, the Board values the opinions expressed by stockholders, and the Compensation and Human Resources Committee (Compensation Committee) will consider the outcome of the vote when making future compensation decisions.

The Board recommends a vote FOR the advisory vote to approve say on pay.

18.      What are my voting choices when voting on the advisory proposal on the frequency of future say on pay votes?

In the advisory proposal on the frequency of future say on pay votes, holders of Class A common stock and Class A exchangeable shares may:

·                  vote for holding the say on pay vote every year;

·                  vote for holding the say on pay vote every 2 years;

·                  vote for holding the say on pay vote every 3 years; or

·                  abstain from voting on the proposal.

In order for any of the foregoing choices to be approved, the choice must receive the affirmative vote of a majority of the votes cast by the holders of the Class A common stock and Class A exchangeable shares, together as a class, voting in person or by proxy at the Annual Meeting.  As an advisory vote, this proposal in not binding on the Company.  However, the Board values the opinions expressed by stockholders and will consider the outcome of the vote when determining the frequency of future say on pay votes.  While the Board is making a recommendation with respect to this proposal, stockholders are being asked to vote on the choices specified above, and not whether they agree or disagree with the Board’s recommendation.

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The Board recommends holding say on pay votes once every 3 YEARS.

19.       What if I am a stockholder of record and do not specify a choice for a matter when returning a proxy?

Stockholders should specify their choice for each matter on the enclosed proxy card. If no specific instructions are given, proxies which are signed and returned will be voted:

·                  FOR the election of all Director nominees as set forth in this proxy statement;

·                  FOR the proposal to ratify the appointment of PwC as independent auditors;

·                  FOR the advisory proposal on say on pay; and

·                  in favor of holding the say on pay vote once every 3 YEARS.

20.       What if I am a beneficial owner and do not give voting instructions to my broker?

As a beneficial owner, in order to ensure your shares are voted in the way you would like, you must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee. If you do not provide voting instructions to your bank, broker or other nominee, whether your shares can be voted by such person depends on the type of item being considered for vote.

Non-Discretionary Items. The election of Directors, the advisory vote on say on pay and the advisory vote on the frequency of future say on pay votes are non-discretionary items and may not be voted on by brokers, banks or other nominees who have not received specific voting instructions from beneficial owners of Class A common stock and Class B common stock.

Discretionary Items. The ratification of the appointment of PwC is a discretionary item. Generally, brokers, banks and other nominees that do not receive voting instructions from beneficial owners of Class A common stock may vote on this proposal in their discretion.

If you are a beneficial owner of exchangeable shares and do not provide CIBC Mellon with voting instructions, your shares will not be voted.

21.       How are abstentions and broker non-votes counted?

Abstentions and broker non-votes are included in determining whether a quorum is present, but will not be included in vote totals and will not affect the outcome of the vote on any matter.

22.  Can I access the Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K on the Internet?

The Notice of Annual Meeting, Proxy Statement, and our Annual Report on Form 10-K for the fiscal year ended December 25, 2010 (Form 10-K) are available at www.proxyvote.com. Instead of receiving future copies of these documents by mail, stockholders of record and most beneficial owners can elect to receive an e-mail that will provide electronic links to these documents. Opting to receive your proxy materials online will save us the cost of producing and mailing documents to your home or business, and also will give you an electronic link to the proxy voting site.

Stockholders of Record. If you vote on the Internet at www.proxyvote.com, simply follow the prompts for enrolling in the electronic proxy delivery service.

Beneficial Owners. If you hold your shares in a bank or brokerage account, you also may have the opportunity to receive copies of these documents electronically. Please check the information provided in the proxy materials mailed to you by your bank or broker regarding the availability of this service.

23.  How are proxies solicited and what is the cost?

We have engaged Georgeson Inc. to assist with the solicitation of proxies for an estimated fee of $7,500 plus expenses. We bear all expenses incurred in connection with the solicitation of proxies. We will reimburse brokers, fiduciaries and custodians for their costs in forwarding proxy materials to beneficial owners of common stock and/or exchangeable shares.  Our Directors, officers and employees also may solicit proxies by mail, telephone and personal contact. They will not receive any additional compensation for these activities.

24.       Will there be an audio-cast of the Annual Meeting?

You can listen to a live audio-cast of the Annual Meeting by visiting our website at www.molsoncoors.com, click on “Investors”, click on “Investor Webcasts”, and click on the link to the audio-cast. An archived copy of the audio-cast will be available until June 25, 2011.

We have included the website address for reference only. The information contained on our website is not incorporated by reference into this proxy statement.

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PROPOSAL NO. 1 — ELECTION OF DIRECTORS

The Company’s bylaws provide for the annual election of Directors.  The Board has currently set the number of directors at 15: 12 Class A directors and 3 Class B directors.  However, for purposes of the Annual Meeting, only 14 directors are being nominated for election.  There will be one Class A director vacancy which the Board does not currently plan to fill.  At the Annual Meeting, votes may not be cast for a greater number of director nominees than the 14 nominees named in the proxy statement.

Fourteen directors are to be elected at the Annual Meeting, each to serve until the next annual meeting and until his or her successor shall have been elected and qualified.  The 14 nominees consist of:

·                  11 directors to be elected by the holders of Class A common stock and the Special Class A stock (as instructed by the holders of Class A exchangeable shares), voting together as a single class; and

·                  3 directors to be elected by the holders of the Class B common stock and the Special Class B stock voting (as instructed by the holders of Class B exchangeable shares) together as a single class.

The following table sets forth certain biographical information regarding each Director, including a summary description of each individual’s particular knowledge, qualifications or areas of expertise considered for nomination to the Company’s Board.  For more information on the nomination of our Class A directors and Class B directors, please refer to “Nomination of Directors” beginning on page 11.

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

CLASS A DIRECTORS

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Family Relationships

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

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

Director and Chairman Emeritus

Eric H. Molson, formerly Chairman of the Board of the Company, was named Director and Chairman Emeritus of Molson Coors in June 2010.  Mr. Eric Molson provides consulting and advisory services to the Board as requested, and may be invited to attend meetings of the Board on a non-voting basis.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

The Board is elected by the stockholders to oversee their interests in the long-term success of the Company.  The Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with the stockholders.  The Board selects and oversees the members of senior management, who are charged with conducting the business of the Company.

Board Leadership Structure

The Company separates the roles of chairman of the board and chief executive officer.  According to the Company’s bylaws, the chairman of the board is appointed by the Class A-C nominating subcommittee, or the Class A-M nominating subcommittee, alternating on a biennial basis.  Peter H. Coors was appointed chairman of the board by the Class A-C nominating subcommittee effective December 2008 and he will serve in this position until the Annual Meeting.  Following the Annual Meeting, the Class A-M nominating subcommittee has the right to appoint the chairman of the board to serve until the 2013 annual meeting of stockholders.  The Class A-M nominating subcommittee has indicated that it intends to nominate Andrew T. Molson to serve as Chairman of the Board, subject to his election as a director.

Board Size

As set forth in our bylaws, the Board has the power to fix the number of directors by resolution. The Board has currently set the number of directors at 15:  12 Class A directors and 3 Class B directors.  Our certificate of incorporation and bylaws provide that the Board may change the size of the Board by vote of at least two-thirds of the authorized number of directors (including vacancies); provided that any decrease in the number of directors to less than 15 must be approved by the holders of the Class A common stock and Special Class A stock, voting together as a class.

Nomination of Directors

As a “controlled company” under the listing standards of the New York Stock Exchange (NYSE), we are not required to have a nominating committee comprised solely of independent directors.  Nominees for election to the Board will be selected by the full Board and by a Nominating Committee and nominating subcommittees as follows:

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Board Vacancies

Coors Directors and Molson Directors

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

The Class A-M Nominating Subcommittee and the Class A-C nominating subcommittee each cease to have the power to make nominations if Pentland and certain Molson family stockholders, in the case of the Class A-M nominating subcommittee, or the Coors Trust and certain Coors family stockholders, in the case of the Class A-C nominating subcommittees, fall below a certain ownership thresholds specified in the certificate of incorporation.  Both the Class A-M nominating subcommittee and the Class A-C nominating subcommittee meet the required threshold.

Other Class A Directors

The Nominating Committee fills vacancies caused by the removal, resignation, retirement or death of a Class A director who is not a Coors Director or Molson Director.  Any person elected by the Nominating Committee must meet the requirements outlined above.

Class B Directors

The Board fills vacancies caused by the removal, resignation, retirement or death of the any of the 3 Class B directors.  Any person elected by the Board must meet the requirements outlined above.

Qualifications of Director Nominees

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

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Candidates Recommended by Stockholders

We will consider and evaluate a director candidate recommended by a stockholder in the same manner as candidates from other sources. Stockholders wishing to recommend a director candidate to serve on the Board as a director may do so by providing advance written notice to Molson Coors following the procedures set forth under “How do I submit a proposal for action at the 2012 Annual Meeting of Stockholders?” on page 44 Any such recommendation must be accompanied by the information specified in Section 1.9.2 of our bylaws.

Director Independence

Although, as a “controlled company,” we are not required to have a majority of independent directors, our certificate of incorporation contains provisions intended to ensure that at all times a majority of the directors will be independent.

Our certificate of incorporation defines an independent director as any director who is independent of management, and is free from any interest and any business or other relationship (other than interests or relationships arising from ownership of shares of Molson Coors stock) which could, or could reasonably be perceived to, materially interfere with the director’s ability to act with a view to the best interests of Molson Coors.  Additionally, the Company has adopted Director Independence Standards which are set forth on Appendix A.

Executive Sessions of Non-employee and Independent Directors

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

Corporate Governance Guidelines; Code of Business Conduct

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

In addition, all of our directors and employees, including our Chief Executive Officer, Chief Financial Officer, and other senior financial officers, are bound by our Code of Business Conduct, which complies with the requirements of the NYSE and the Securities and Exchange Commission (SEC) to ensure that the business of Molson Coors is conducted in a legal and ethical manner. The Code of Business Conduct covers all areas of professional conduct, including employment policies, conflicts of interest, fair dealing, and the protection of confidential information, as well as strict adherence to all laws and regulations applicable to the conduct of our business.  We will disclose future amendments to, or waivers from, certain provisions of the Code of Business Conduct for executive officers and directors on our website within 4 business days following the date of such amendment or waiver.

Board’s Role in Risk Oversight

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

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

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

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Directors’ Attendance

During 2010, the Board of Molson Coors held 8 meetings and committees of the Board held a total of 26 meetings.  All directors attended 75% or more of the aggregate of meetings of the Board and its committees held during their respective terms.  Each of the current directors serving as a director at the time, other than Ms. Brewer and Mr. O’Brien, attended the 2010 annual meeting.

Board Committees

The Board currently has 3 separately-designated standing committees: the Audit Committee, the Compensation Committee and the Finance Committee. In addition to the 3 standing committees, the Board may from time to time establish additional committees.

The following table describes the current members of each of our Board committees.  Other than Mr. Coors, each member is considered an independent director pursuant to the Company’s Director Independence Standards and the Company’s certificate of incorporation.  For a further discussion regarding director independence, see “Independence and Related Person Transactions” beginning on page 15.

*           Denotes Chairman of the committee.

Pursuant to our certificate of incorporation, we also have a Nominating Committee whose members are identified on page 12.

Audit Committee

Under the terms of its charter, the Audit Committee assists and represents the Board in fulfilling its oversight responsibility relating to the integrity of the Company’s financial statements and financial reporting process, the system of internal control over financial reporting and disclosure controls and procedures, the internal audit function and the engagement of the Company’s independent auditors and their annual independent audit of the Company’s financial statements.  The Audit Committee also oversees the Company’s policies and procedures with respect to risk assessment and risk management. For more information on the Audit Committee’s role in risk oversight see the discussion under “Board’s Role in Risk Oversight” beginning on page 13.

The Audit Committee met 8 times in 2010.  Each member meets the independence requirements of the listing standards of the NYSE, the Company’s certificate of incorporation, its Director Independence Standards, and Rule 10A-3 under the Securities Exchange Act of 1934 (Exchange Act). The Board has determined that all the members of the Audit Committee are financially literate pursuant to the listing standards of the NYSE.  The Board has designated Messrs. Cleghorn and Hobbs as “audit committee financial experts.”

Compensation Committee

Under the terms of its charter, the Compensation Committee has overall responsibility for evaluating and approving compensation plans, policies and programs of the Company applicable primarily to senior executives of the Company.  The entire Board approves CEO compensation.

The Compensation Committee also makes all decisions regarding the implementation and administration of the Company’s incentive compensation, equity compensation and other benefit plans and programs.

The Compensation Committee met 8 times in 2010. Each member meets the independence requirements of the Company’s certificate of incorporation and Director Independence Standards.

The details of the processes and procedures used for determining compensation of the Company’s executive officers are set forth beginning on page 22.

The Compensation Committee retained Pay Governance LLC (Pay Governance) as its compensation consultant to provide independent advice and assist in the development and evaluation of the Company’s executive and director compensation policies.

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

Finance Committee

Under the terms of its charter, the Finance Committee assists the Board in fulfilling its responsibilities relating to the oversight of the Company’s financial affairs, including overseeing and reviewing financial and investment policies, strategies and guidelines.

The Finance Committee met 6 times in 2010.

Nominating Committee

Under the terms of its charter and our certificate of incorporation, the Nominating Committee:  (1) nominates 2 candidates to stand for election by the holders of Class A common stock and Special Class A stock; (2) recommends to the Board 3 candidates for election by the holders of the Class B common stock and Special Class B stock; (3) assists the Board in evaluating candidates for nomination recommended by the stockholders; (4) oversees the annual evaluation of the Board; and (5) takes up other business properly presented to it.

The Nominating Committee met 4 times in 2010.

INDEPENDENCE AND RELATED PERSON TRANSACTIONS

Independence Determinations

At its meeting held on February 17, 2011, the Board affirmatively determined that each of the following directors is independent:

None of the Directors who were determined to be independent had any relationships that were outside the categorical standards listed in the Directors Independence Standards.

The Board examined the Company’s relationship with Wal-Mart.  Rosalind G. Brewer, one of our Directors, is an Executive Vice President of Wal-Mart.  This relationship is described on page 16.  The Board determined that this relationship is not material since (i) the amounts involved were less than 2% of the consolidated gross revenues of both the Company and Wal-Mart, (ii) the payments were for the purchase of products in the ordinary course of business for both Wal-Mart and the Company, and (iii) the business relationship has been in place for many years prior to Ms. Brewer’s service as a Director.  This relationship does not disqualify Ms. Brewer as an independent director under the rules of the NYSE and falls within categorical standard “e” of our Director Independence Standards.

Approval of Related Person Transactions

The Board has adopted a formal written policy for the review, approval and ratification of “related person” transactions. Under the policy, the Audit Committee is responsible for reviewing and pre-approving or ratifying (as applicable), all transactions in which (i) the aggregate amount involved will or is expected to exceed $100,000, (ii) the Company is a participant, and (iii) any “related party” has or will have a direct or indirect interest. A “related party” is generally (i) any person who is, or was since the beginning of the last fiscal year, an executive officer or director of the Company, (ii) a greater than 5% beneficial owner of the Company’s stock, or (iii) any immediate family members of any of the foregoing. Additionally, the Company’s bylaws require supermajority approval of the Board of certain transactions with affiliates or members of the Coors and Molson families.

In determining whether to approve or ratify a transaction subject to the policy, the Audit Committee takes into account whether the transaction is on terms no less favorable than terms generally available to or from an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction.  The Board further delegated to the Chair of the Audit Committee, the authority to pre-approve or ratify (as applicable) any such related party transaction in which the aggregate amount involved is expected to be less than $1 million.

Each of the transactions and relationships set forth in this section were either (1) pre-approved or ratified by the Audit Committee or by the Chair of the Audit Committee, pursuant to the terms of the Company’s related party transactions policy, or (2) pre-approved or ratified by a supermajority of the Board according to the bylaws.

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Certain Related Person Transactions

From time to time, we employ members of the Coors and Molson families, which together own a controlling interest in the Company.  Hiring and placement decisions are made based upon merit, and compensation packages are offered that are commensurate with policies in place for all employees of Molson Coors.  Christien Coors Ficeli (a Director and daughter of Peter H. Coors, Chairman of the Board of the Company and MillerCoors); Melissa Coors Osborn (daughter of Peter H. Coors and sister of Christien Coors Ficeli); Davis S. Coors (son of Peter H. Coors and brother of Christien Coors Ficeli); and Peter J. Coors (son of Peter H. Coors and brother of Christien Coors Ficeli) are employed by MillerCoors in non-executive positions.

MillerCoors purchases a large portion of its paperboard packaging from Graphic Packaging Holding Company (GPHC).  The Coors Trust and various other Coors family trusts, collectively through Adolph Coors Company LLC, beneficially own approximately 42% of our Class A voting common stock, approximately 12.24% of our Class B common stock, and approximately 33% of GPHC’s common stock. In 2010, the total amount of payments made by MillerCoors, directly and through joint ventures, to GPHC totaled approximately $254 million.  Jeffrey H. Coors, a director of GPHC, is also a brother of Peter H. Coors, Chairman of the Board of Molson Coors and MillerCoors, and uncle of Christien Coors Ficeli, a Director. We expect payments by MillerCoors in 2011 to be approximately the same as the total amount of payments made by MillerCoors in 2010.

Eric Molson, the father of Andrew and Geoffrey Molson, serves as a Director and Chairman Emeritus.  In this role, he serves as a consultant to and representative of the Company.  In connection with his role, Eric Molson has the ability to recommend up to $325,000 per year in charitable contributions to be made by the Company.

The Company sold the Coors family home in Golden, Colorado to the Adolph Coors Company LLC, whose members consist of various Coors family limited liability companies.  Peter H. Coors is one of the managers of each of these family limited liability companies.  The selling price of $540,000 was based on a market appraisal by an independent third party.

Rosalind Brewer, one of our Directors, is Executive Vice President of Wal-Mart.  In 2010, Wal-Mart made payments totaling approximately $46.2 million to the Company, directly and through distributors, to purchase our products in the ordinary course of business.  Also in 2010, Wal-Mart made payments totaling approximately $426.5 million to MillerCoors, directly and through distributors, to purchase its products in the ordinary course of business. The business relationship has been in place for many years, is fair and reasonable, and is on terms substantially similar to our relationships with other customers.

The Company has contractual relationships with the Montréal Canadiens professional hockey team.  Andrew Molson and Geoffrey Molson, two of our Directors, are affiliated with the general partner of CH Group Limited Partnership, the owner of the Canadiens and the Bell Centre.  In 2010, the Company made payments totaling approximately $8.6 million to the Canadiens in marketing, advertising, promotional endeavors and sponsorship rights in the ordinary course of business and the Canadiens made payments totaling approximately $2.6 million to the Company according to the terms of our agreements and to purchase our products in the ordinary course of business.   The business relationship has been in place for many years, is fair and reasonable, and is on terms comparable to market conditions for similar business relationships.

AUDIT COMMITTEE REPORT

The Audit Committee is comprised solely of independent directors.  Each member of the Audit Committee meets the financial literacy requirements of the NYSE.  Each member also meets the enhanced independence requirements applicable to audit committee members under the rules of the SEC and NYSE.  Two members of the Audit Committee have been designated “audit committee financial experts” as defined by SEC rules.

The role of the Audit Committee is to prepare this report and to represent and assist the Board in its oversight of: (1) the integrity of Molson Coors’ financial reporting process and the Company’s financial statements; (2) the Company’s compliance with legal and regulatory requirements, and its ethics and compliance program, including the Code of Business Conduct; (3) the Company’s systems of internal control over financial reporting and disclosure controls and procedures; (4) the Company’s internal audit function; and (5) the qualifications, engagement, compensation and performance of the independent auditors, their conduct of the annual audit and their engagement.  The Audit Committee operates pursuant to a written charter, which it annually reviews.  The Audit Committee also oversees the Company’s policies and procedures with respect to risk assessment and risk management.

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As set forth in the charter, management of Molson Coors is responsible for the preparation, presentation and integrity of Molson Coors’ financial statements, and the effectiveness of internal control over financial reporting. Management is responsible for maintaining Molson Coors’ accounting and financial reporting principles and internal controls and procedures reasonably designed to assure compliance with accounting standards and applicable laws and regulations. Molson Coors has a full-time Internal Audit department that reports to the Audit Committee. The Internal Audit department is responsible for objectively reviewing and evaluating the adequacy, effectiveness and quality of Molson Coors’ internal controls relating, for example, to the reliability and integrity of Molson Coors’ financial information and the safeguarding of assets. The independent registered public accounting firm is responsible for auditing Molson Coors’ financial statements and expressing an opinion as to their conformity with U.S. generally accepted accounting principles.

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

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

Based upon the reports and discussions described in this report, and subject to the limitations on the role and responsibilities of the Audit Committee referred to above and in the charter, the Audit Committee recommended to the Board that the audited financial statements be included in the Form 10-K filed with the SEC. The Audit Committee also appointed PwC as the independent registered public accounting firm for Molson Coors for the fiscal year ending December 31, 2011, subject to ratification by the Company’s stockholders.

SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

PROPOSAL NO. 2 — RATIFY APPOINTMENT OF AUDITORS

The Board is asking holders of Class A common stock and Class A exchangeable shares to ratify the Audit Committee’s appointment of PwC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011. PwC was our independent registered public accounting firm for the fiscal year ended December 25, 2010, and is considered by management to be well qualified.

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

Fees

Set forth below are the aggregate fees billed by PwC for professional services rendered to Molson Coors during fiscal years 2010 and 2009:

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(1)          Aggregate fees for professional services rendered by PwC in connection with its audit of our consolidated financial statements and our internal control over financial reporting for the fiscal years 2010 and 2009, the quarterly reviews of our financial statements included in Forms 10-Q, and the issuance of comfort letters in connection with our 2010 bond offering..

(2)          Includes amounts related to other special accounting projects.

(3)          Tax compliance and related tax services.

(4)          Special project assistance in the UK, most notably manufacturing process improvements in 2009.

Pre-Approval Policy Regarding Independent Registered Public Accounting Firm Services

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

If the stockholders should not ratify the appointment of PwC, the Audit Committee will reconsider the appointment.

The Board of Directors unanimously recommends a vote FOR the proposal ratifying the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2011, and proxies that are returned will be so voted unless otherwise instructed.

BENEFICIAL OWNERSHIP

The following table contains information about the beneficial ownership of our capital stock as of March 28, 2011 (unless otherwise noted), for each of our current directors, each of our named executive officers, all directors and executive officers as a group, and each stockholder known by us to own beneficially more than 5% of any class of our voting common stock and/or exchangeable shares. Unless otherwise indicated, and subject to any interests of the reporting person’s spouse, the person or persons named in the table have sole voting and investment power, based on information furnished by such reporting persons. Shares of common stock subject to options or other rights currently exercisable or exercisable within 60 days following the date of the table are deemed outstanding for computing the share ownership and percentage of the person holding such options or rights, but are not deemed outstanding for computing the percentage of any other person. All share numbers and ownership percentage calculations below assume that all Class A exchangeable shares and Class B exchangeable shares have been converted on a one-for-one basis into corresponding shares of Class A common stock and Class B common stock.

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*                       Denotes less than 1%

(1)                Except as set forth above and based solely upon reports of beneficial ownership required to be filed with the SEC pursuant to Rule 13d-1 under the Exchange Act, we do not believe that any other person beneficially owned, as of March 28, 2011, greater than 5% of our outstanding Class A common stock or Class B common stock.

(2)                Includes Restricted Stock Units (RSUs) held by retirement-eligible executives (Messrs. Coors and Swinburn) or which vest within 60 days following March 28, 2011 (60-day RSUs), Deferred Stock Units (DSUs) held by directors, shares underlying currently exercisable options/stock appreciation rights (Current Options) and options/stock appreciation rights exercisable within 60 days following March 28, 2011 (60-day Options), where applicable.

(3)                Class A shares (or shares directly exchangeable for Class A shares) include beneficial ownership of 1,857,476 shares owned by Pentland, 667,058 shares owned by 4280661 Canada Inc. (4280661), and 2,520,000 shares owned by Adolph Coors Company LLC (ACC), as Trustee of the Coors Trust, all due to shared voting power resulting from a Voting Agreement between Pentland, 4280661and the Coors Trust. Pursuant to the Voting Agreement, the parties agreed that the Class A shares (and shares directly exchangeable for Class A shares) are to be voted in accordance with the voting provisions of certain Voting Trust Agreements.  Pentland is the sole owner of 4280661.

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

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

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

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

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

(6)                Mr. Coors’ holdings do not include 2,520,000 Class A shares owned by ACC as described in the table above, and Mr. Coors disclaims beneficial ownership of these shares. His Class B holdings include 21,980,186. Class B shares owned by ACC, although Mr. Coors disclaims beneficial ownership of these shares. Mr. Coors is a director and executive officer of ACC. The SEC does not require disclosure of these shares. This number also includes 1,064 shares held in the name of Mr. Coors’ wife, as to which he disclaims beneficial ownership; 1,369,243 Current Options, 51,680 60-Day Options, 11,409 60-day RSUs, 14,949 unvested RSUs, and 227,219 shares held indirectly by Marilyn E.

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Coors, as Trustee of the Peter H. Coors Grantor Retained Annuity Trust. If Mr. Coors were to be attributed beneficial ownership of the Class A shares held by ACC, he would beneficially own 45.6% of the Class A common stock.

(7)                Mr. Molson’s Class A holdings include 1,857,476 Class A shares (or shares directly exchangeable for Class A shares) owned by Pentland as described in the table above, 667,058 Class A shares (or shares directly exchangeable for Class A shares) owned by 4280661 (which is wholly owned by Pentland), and 50,400 Class A shares (or shares directly exchangeable for Class A shares) owned by The Molson Foundation.  Mr. Molson is the President of Pentland.  Mr. Molson is the President of The Molson Foundation, although Mr. Molson disclaims beneficial ownership of these shares.  Mr. Molson’s Class B holdings include 3,892 60-day RSUs, 3,000 shares directly held by Molbros AT Inc., 3,449,600 Class B shares (or shares exchangeable for Class B shares) directly owned by Pentland, and 2,329,920 Class B shares (or shares exchangeable for Class B shares) owned by The Molson Foundation (of which Mr. Molson disclaims beneficial ownership).  The shares owned by Pentland and 4280661 are included as a result of arrangements under the Amended and Restated Stockholders Agreement dated as of February 9, 2005, between Lincolnshire Holdings Limited, Nooya Investments Limited, Pentland, 4280661 Canada Inc., Eric Molson and Stephen Molson, with respect to the securities held by, and governance of, Pentland.  The address for Mr. Molson is c/o Res Publica Consulting Group, 2001 McGill College Avenue, Suite 800, Montréal, Québec H3A 1G1  The address for The Molson Foundation is 1555 Notre Dame Street East, Montréal, Québec, Canada H2L 2R5.

(8)            This information is derived exclusively from Amendment No. 8 to Schedule 13G filed jointly by FMR LLC and affiliated entities (Fidelity Management & Research Company, Strategic Advisors, Inc., Edward C. Johnson 3d, Pyramis Global Advisors, LLC, Pyramis Global Advisors Trust Company and FIL Limited) with the SEC on February 14, 2011 reporting on beneficial ownership as of December 31, 2010. Addresses for the FMR entities are: FMR LLC, Strategic Advisors, Inc. and Fidelity Management & Research Company: 82 Devonshire Street, Boston, Massachusetts 02109; Pyramis Global Advisors, LLC and Pyramis Global Advisors Trust Company: 900 Salem Street, Smithfield, Rhode Island 02917; FIL Limited: Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda.

(9)                This information is derived exclusively from Amendment No. 3 to Schedule 13G filed by Capital Research Global Investors with the SEC on February10, 2011 reporting on beneficial ownership as of December 31, 2010. The address for Capital Research Global Investors is 333 South Hope Street, Los Angeles, CA 90071.

(10)          Includes 814 Current Options, 8,315 DSUs and 1,732 60-day RSUs.

(11)          Includes 4,162 DSUs and 1,732 60-day RSUs.

(12)          Includes 2,880 Current Options, 8,046 DSUs and 1,732 60-day RSUs.

(13)          Ms. Coors Ficeli’s holdings do not include 2,520,000 Class A shares, nor 21,980,188 Class B shares owned by ACC as described in the table above, and as to all of which Ms. Coors Ficeli disclaims beneficial ownership. Ms. Coors Ficeli is a director of ACC. The SEC does not require disclosure of these shares. This number includes 6,400 Current Options. If Ms. Coors Ficeli were to be attributed beneficial ownership of the shares held by ACC, she would beneficially own 45.6% of the Class A common stock and 12.1% of the Class B common stock.

(14)          Includes 8,500 Current Options, 7,209 DSUs and 1,732 60-day RSUs.

(15)          Includes 10,000 Current Options, 8,505 DSUs and 1,732 60-day RSUs.

(16)          Mr. Molson’s Class A holdings include 372 shares indirectly held in a retirement savings plan, and 50,400 Class A shares (or shares directly exchangeable for Class A shares) owned by The Molson Foundation.  His Class B holdings include 1,890 shares indirectly held in a retirement savings plan, 32,016 Current Options, 406 60-day RSUs, 1,890 shares indirectly held in a retirement savings plan, and 2,329,920 Class B shares (or shares directly exchangeable for Class B shares) owned by The Molson Foundation.  Mr. Molson is a member of The Molson Foundation, and disclaims beneficial ownership of its shares.

(17)          Includes 1,733 60-day RSUs.

(18)          Includes 5,760 Current Options, 8,315 DSUs and 1,732 60-day RSUs.

(19)          Includes 4,896 Current Options, 9,155 DSUs and 1,732 60-day RSUs.

(20)          Includes 202,546 Current Options, 7,805 60-day Options, and 19,980 unvested RSUs.

(21)          Includes 76,364 Current Options, 18,247 60-day Options, and 2,727 60-day RSUs.

(22)          Includes 150,826 Current Options, 21,469 60-day Options, and 10,218 60-day RSUs.

(23)          Includes 219,097 Current Options, 21,840 60-day Options, and 10,471 60-day RSUs.

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

MANAGEMENT

Executive Officers

The following persons, as of April 11, 2011, hold the executive officer positions at Molson Coors set forth opposite their names:

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COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

We are focused on driving growth as a global brewer through a global total rewards program that is designed to attract, motivate and retain top talent. Our global total rewards program is based on the following principles:

·                 Our compensation program is competitive within our peer group and comparable industry data, enabling us to attract and retain top talent.

·                  We pay for performance and, as a result, most compensation for senior executives including the named executive officers (NEOs) is tied to performance and not guaranteed.  We compensate executives primarily on the basis of the Company’s financial and business performance, as well as individual performance and contribution.

·                  We create incentives to grow the Company in established and growth markets worldwide.

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

·                  We facilitate cross-border mobility within our workforce through our compensation practices.

The Compensation Committee reviews these principles regularly to ensure that they support our global growth and other business objectives.  Incentive plan metrics are reviewed against Board-approved business and financial plans. Our objective is for all executive compensation arrangements to be consistent with competitive practice.

2010 Performance

In 2010, the Company made good progress in building our brands, innovating, reducing costs, strengthening our balance sheet and generating cash.  We introduced new brands and value-enhancing innovations in each of our businesses to drive the top line, exceeded all of our cost-reduction targets for the year, and used a portion of our free cash flow to fund our pensions and reduce balance sheet risk.  As a result, we achieved solid growth in pretax income and free cash flow, despite continued input cost inflation and weak industry volume.  Financial highlights include:

·                  Income from continuing operations, net of tax:  $668.1 million, -8.4% ($3.57 per diluted share)

·                  Underlying pretax income:  $794.4 million, +10.6%

·                  Underlying after-tax income:  $666.9 million, -5.7% ($3.56 per diluted share)

·                  Underlying free cash flow:  $924.3 million, +26.8%

·                  Net sales:  $3,254.4 million, +7.3%

Underlying pretax income, underlying after-tax income and underlying free cash flow differ from what is reported under U.S. generally accepted accounting principles (GAAP).  See the “Investors” section of our website, www.molsoncoors.com, for a reconciliation of non-GAAP financial measures to our results as reported under GAAP.

These achievements are reflected in our salary adjustments, MCIP payouts and LTIP grants and performance-based payouts, as shown in the Summary Compensation Table, the supporting tables and the discussions accompanying them.

Executive Officer Compensation within the Global Total Rewards Strategy

In addition to paying our NEOs a base salary, we provide them opportunities to earn annual and long-term incentives based on Company, business unit, and individual performance.  NEOs also participate in retirement and welfare benefit arrangements on the same basis as other employees; have the opportunity to accumulate supplemental retirement income through plans set up in their home regions; and receive certain perquisites.  Within our global total rewards strategy, the percentage of at-risk performance based pay increases with responsibility. Consistent with the compensation structure at our peer companies and our philosophy, an NEO’s annual total direct compensation is structured so that 20% to 30% is base salary with the remainder composed of annual and long-term incentive compensation awards. Annual incentive and long-term awards are based on important financial measures (pre-tax earnings and considered EPS) and on the value of our common stock, which helps us drive and reward the performance of Molson Coors, our business units and our people. Individual performance is also a factor in setting compensation. This mix of fixed and variable, annual and long-term incentive compensation motivates and rewards both short-term performance toward designated financial objectives and longer-term strategic performance, in either case designed to increase stockholder value. The long-term incentive compensation and retirement benefits also help us retain our talent.

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Compensation Program Risk

The Compensation Committee regularly evaluates our compensation program performance criteria and targets to ensure that they are appropriately motivational while not providing an incentive for executives to take excessive or unnecessary risks.  The Compensation Committee has determined that our compensation policies and practices do not provide an incentive for executives to take excessive or unnecessary risks.

Determining Compensation

Roles and Responsibilities

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

Roles and Responsibilities

Compensation Elements in Context

The Compensation Committee sets each element of the NEOs’ compensation, including base salary, annual and long term incentive compensation, benefits and perquisites, except that it makes recommendations to the independent

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members of the Board with respect to the compensation of Messrs. Swinburn and Coors.  The Compensation Committee also compares total direct compensation with that of our peer group of companies by position, using this information to assess the overall competitiveness of our compensation program and to determine whether sufficient retention and performance incentives are in place.  While current levels of compensation are a more significant factor in compensation decision making than the compensation accumulated by an executive officer over time, the Compensation Committee takes into account the effect changes in base salary have on annual and long-term incentive compensation.  Additionally, the Compensation Committee considers the expense of compensation and benefit programs in relation to our performance against budget and overall financial performance.

Unique Position of Mr. Coors

As Chairman of the Board of the Company, Executive Chairman of MillerCoors and as a well-recognized public representative of the Company with strong relationships with U.S. distributors, Mr. Coors serves a unique role with the Company. In addition to these responsibilities, Mr. Coors is an iconic figure in the U.S. beer business around product quality; his advocacy of quality provides a significant competitive advantage. There are no direct peer comparisons for that role.  In 2010, Mr. Coors did not receive director fees for his service as Chairman of the Board of the Company. The Compensation Committee recognizes that Mr. Coors, as a member of one of the 2 founding shareholding families with one of the largest interests in the Company, is motivated to stay with the Company whether or not he receives compensation designed for retention. Nevertheless the Compensation Committee exercises its insight and discretion in recommending an appropriate salary for Mr. Coors, and generally expects to recommend a salary below that of the CEO. For performance compensation, Mr. Coors’ short-term incentive compensation target is set at 80% of his base salary and is based on financial performance of MillerCoors, and his long-term incentive target generally is set below that of the CEO. MillerCoors is not involved in determining Mr. Coors’ compensation for his services as Executive Chairman of MillerCoors, but reimburses the Company for the full cost of his salary and annual bonus given that his primary focus is on the MillerCoors joint venture.  Effective 2011, the Compensation Committee recommended and the Board approved changes to the compensation payable to Mr. Coors.  Mr. Coors’ base salary was not increased. However, his target MCIP award was increased to 120% of salary.  MillerCoors will continue to reimburse the Company for the full cost of these amounts. Additionally, it was also determined that Mr. Coors would not receive an LTIP award in 2011 but would be entitled to receive director fees.  The Compensation Committee and the Board considered these changes to be appropriate given Mr. Coors’ primary focus on the MillerCoors business and his service as a Director.

Use of Market Data: Establishing Competitive Executive Compensation

Each year, the Compensation Committee reviews the competitiveness of our compensation program.  This analysis is completed using peer group and other industry data as appropriate to determine competitive levels for each of the elements of total direct compensation (base salary, annual incentive, long-term incentive) and in selected years perquisites and executive benefits.  For 2010, our peer group consisted of the companies listed below.

While the peer group data is the primary tool used to assess the competitiveness of our compensation program, the Compensation Committee also uses this additional information as a reference guideline in determining (or recommending in the case of Messrs. Swinburn and Coors) NEO compensation.  Actual compensation awards are set with reference to this peer group data but also take into account general industry data for comparable positions where appropriate. Factors such as the criticality of the role to the Company, individual performance and retention risk for the executive are also considered.

Peer Group

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

The Compensation Committee established the following overall guidelines of peer group compensation, and where applicable, comparable industry compensation to attract and retain the desired level of talent.

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Setting base salary and LTIP award targets at approximately the market median provides the level of awards and degree of flexibility required to attract and retain top talent.  At the same time, annual incentive targets have been set at the 75th percentile because of the unique challenges of operating a global company on a single unified set of principles.  While each of the elements of the program is reviewed individually to determine market competitiveness, the Compensation Committee also looks at the impact the individual compensation element targets have on total direct compensation

Compensation Program Elements

A summary of the key elements of our executive compensation program and the key decisions made in 2010 are discussed below.

Base salary

·                  Fixed dollar amount, to provide a competitive level of fixed compensation, consistent with our peers, and to reward individual performance and level of experience.

·                  Base salary adjustments for the NEOs, other than Mr. Coors, were approved in March 2010 and are reflected in the table below.  The adjustments were based on the Compensation Committee’s review of market data, Company performance and individual performance.  The actual amounts paid in calendar 2010 are reflected in the Summary Compensation Table.

·                  In March 2011, Mr. Swinburn’s salary was increased to $1,075,000, an increase of 10.3%, effective April 1, 2011.  Additionally, the other NEOs, other than Mr. Coors, received salary increases ranging from 2.5% to 3.5% effective April 1, 2011.

Annual Incentive

·                  Our annual incentive program is the Molson Coors Incentive Plan (referred to as the “MCIP”).  The MCIP provides variable pay opportunity for short-term performance, consistent with peer companies’ practice, and rewards for achievement of short-term objectives that can have a long-term impact on Company performance.

·                  The MCIP rewards executives including the NEOs for performance against annual company, business unit and individual objectives and CROs.  The Compensation Committee maintains control over MCIP award payout, gauging reasonableness based on performance and Company financial gain.

·                  For 2010, based on Mr. Swinburn’s recommendation, the Compensation Committee set numerous CROs, for each executive officer (including the NEOs other than Mr. Coors), and for the group of executive officers as a whole, to encourage teamwork and collective decision making.  We believe this is an excellent way of building teamwork and leveraging the efforts of the executive officers.  No specific weighting is given to any particular CRO. The CROs are set to be challenging but not impossible to meet.  Early in 2011, the Compensation Committee, with

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input from Mr. Swinburn on NEOs (other than himself and Mr. Coors) used its discretion to determine the collective level of attainment of the CROs across the leadership team.  For 2010, the Compensation Committee awarded a 150% payout for the 25% of the MCIP linked to the CROs.

·                  The Company-wide objective for the MCIP was based on pre-tax income in 2010.  The pretax income achievement for the Company and the Canadian business unit, and EBITDA for MillerCoors, were measured against a performance scale which included threshold, target and maximum performance levels for the year.  Award payouts could range from 0 to 200% of the target, based on level of achievement.  The Compensation Committee reserved discretion to adjust awards for unforeseen economic or business issues impacting any one or all of the business units.

·                  For 2010, the target levels of achievement at the corporate and business group levels were set as follows.  All income figures reported are in millions of U.S. dollars.  We have adjusted the target figures using current exchange rates in order to remove the impact the change in exchange rates has on the calculations over the course of the year.

2010 MCIP Award Payout Table

The following table summarizes the calculation of final MCIP payouts after review by the Compensation Committee (and the independent members of the Board in the case of Messrs. Swinburn and Coors).  The Company’s performance against the pre-determined measures is set forth in the table above.  The multiplier shown is aligned with corporate, business unit and CRO performance and represents achievement against objectives.  This multiplier was subject to discretionary adjustment (up or down, subject to the plan payout maximum) by the Compensation Committee (or the independent members of the Board, in the case of Messrs Swinburn and Coors) based on individual performance.  The Grants of Plan Based Awards Table provides information on threshold, target and maximum MCIP awards.

Long Term Incentive

We generally grant executives 3 types of long-term incentive awards:  Performance Units, stock options, and RSUs.  The mix of awards is designed to balance performance focus with retention value.  The mix also mitigates the risk of over-focus on a single metric.  The key components of our LTIP and the 2010 awards are summarized below.

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Performance Units

·                  The Performance Unit Plan generally measures Company achievement against a pre-determined performance measure over a 3-year performance period.

·                  The Performance Unit Plan provides for annual grants which maintain the visibility of the Performance Unit Plan, keeps focus on the applicable performance metric and aids employee retention. Annual grants (as opposed to end-to-end 3-year grants) also provide less opportunity for the performance metrics to become misaligned with the strategic direction and objectives of the Company.

·                  Each NEO is granted a Performance Unit award of a stated target dollar amount.  This dollar amount is divided by the Company’s closing stock price on the vesting date to determine the number of units.  The number of units that are earned as of the end of the 3-year period is based on the 3-year cumulative Considered EPS achieved by the Company over the period, subject to threshold and maximum limits.  Below threshold, none of the units are earned.  At maximum, 200% of the target number of units can be earned.  If the cumulative 3-year cumulative Considered EPS value achieves threshold, but fails to reach at least a designated low-growth value, a discount factor is applied to the award, reducing the value by a factor computed as the percentage of the range between Threshold and Low Growth that the Company actually achieves for the period.  The earned units are settled in shares.  Considered EPS is defined as earnings per share adjusted to reflect a normalized Company income tax rate.  Considered EPS provides a metric in addition to pre-tax income (upon which the annual incentive is significantly based) which focuses on growth in earnings but also on the value created for our stockholders.

·                  Performance Units are paid pro-rata / at target on retirement and are paid at 120% of target upon a change in control.  On any other termination of employment before the end of the performance period, the Performance Units are forfeited.

·                  Performance Units were granted to the NEOs in 2010 for the 3-year performance period ending on December 29, 2012.  The number of Performance Units granted to each NEO is detailed in the Grants of Plan Based Awards Table beginning on page 33.  Performance Units constituted 40% of the total LTIP awards granted to NEOs in 2010

·                  The goals for Performance Units granted in 2010 are shown in the table below.

Performance Unit Awards — 3 Year Cumulative Considered EPS Values

Stock Options

·                  Stock option grants generally vest in 3 equal annual installments beginning on the first anniversary of the grant date, subject to continuing employment.  The exercise price of the option can be no less than the fair market value (as defined in the Plan) of the Class B Common Stock on the date of grant.

·                  Upon retirement, unvested stock options vest.  In the event of termination for any other reason, unvested options are forfeited. In the event of a change in control, all unvested stock options vest.

·                  The ten-year term of our stock options provides an effective retention tool over the longer term as they retain potential value for employees even in the face of a prolonged downturn in the equity markets.  This provides balance when compared with our Performance Unit Plan, which may lose all value if we miss the threshold performance criteria built into the grant.

·                  Stock options enhance the ownership perspective of our executives because stock options do not pay out unless there is an increase in the value of our shares.

·                  Stock options constituted 40% of the total LTIP awards granted to each NEO in 2010.  The number of options, the exercise price, and the assumptions used to determine the Black Scholes value of each option are set forth in the Grants of Plan Based Awards Table beginning on page 33.

RSUs

·                  Providing part of the annual LTIP award in the form of RSUs significantly strengthens the retention value of our LTIP by providing a full value component to balance stock options and Performance Units.

·                  Shares vest 100% on the third anniversary of the date of grant, subject to continuing employment, and are settled in shares at that time.

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·                  Vesting accelerates in the event of a change in control, retirement or death. Otherwise, RSUs are forfeited upon termination.

·                  RSUs constituted 20% of the total LTIP awards granted to NEOs in 2010.  The number of RSUs granted to each NEO is detailed in the Grants of Plan Based Awards Table.

Grant Date Fair Value of 2010 Awards. The grant date value of the LTIP awards granted to the NEOs in 2010 is shown below.  Options are shown at their Black-Scholes value, as described on page 31.

Other Elements

In addition to the compensation program elements described above, we provide certain retirement benefits, change in control and severance protection to our executives, including the NEOs.  The key features of these elements are described below.

Retirement

Executive officers participate in the same retirement, 401(k) and pension plans as do other salaried employees in their home country.  In addition to the Company’s 401(k) plan in the US, the Company provides the Supplemental Savings and Investment Plan to highly-compensated U.S. employees to address the IRS income and benefit restrictions placed on our retirement plans.

As of April 1, 2009, the Company froze benefit accruals under the qualified defined benefit pension plan in place for employees in the Molson Coors Brewing Company (UK) business unit.  Messrs. Swinburn and Glendinning have benefits in that plan and were impacted in accordance with these changes.

The Company has qualified defined benefit and defined contribution, and non-qualified defined benefit and defined contribution plans in place in Canada.

Details regarding the operation of the Company’s retirement and pension plans is provided in the narrative following the Pension Benefits Table beginning on page 36.

Change in Control and Severance

The Company provides economic protection to senior executives through the combination of the Change in Control  Program (CIC Program) and the Company’s Severance Pay Plan which provides protection to executives in other situations involving termination ‘not for cause’.  The NEOs, other than Mr. Coors, participate in the CIC program and the Severance Pay Plan.  Mr. Coors does not participate in either arrangement, as he has a separate salary continuation agreement with the Company.

As a condition of participating in the CIC Program, eligible employees are required to enter into confidentiality and non-compete agreements in favor of the Company. The non-compete provisions of the CIC Program protect the Company whether or not a change in control occurs.

Under the CIC Program, a participant is entitled to certain benefits if he or she is terminated by the Company other than for cause (as defined in the CIC Program), death or disability, or if he or she resigns for good reason (as defined in the CIC Program) on or within a certain period of time (for NEOs, 2 years) after a change in control of the Company (as defined in the CIC Program). These defined terms are described in the narrative to the Potential Payments upon Termination or Change in Control Table. Benefits are also payable if a qualifying termination occurs up to 6 months prior to the change in control at the request of a third party involved in or contemplating a change in control of the Company.

Employment Agreements

Employment agreements are in place for Messrs. Coors, Swinburn, and Glendinning.  The material terms of these agreements are described beginning on page 39.

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These agreements do not provide a guarantee of continued employment but rather clarify the workplace transition that will occur should employment of the executive end in a ‘not for cause’ situation.

Important Factors Affecting Compensation Decisions

Recovery of Awards

We consider it unlikely that misconduct by the Company or its employees will result in a financial restatement.  As a result, the Compensation Committee does not have a written policy specifying the consequences with respect to past compensation payments or awards if such a restatement occurs.  However, we do require participants in our long-term incentive awards program to agree that the awards will be forfeited and amounts received subject to recovery if the participant engages in conduct detrimental to us (such as working for a competitor, improper use or disclosure of our confidential information or conduct damaging to us).  In the event of a restatement of our financial statements, the Compensation Committee will develop an appropriate response in relation to past compensation payments or awards.  The Compensation Committee will develop a recovery policy based on the requirements to be issued by the NYSE pursuant to the mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act).

Tax and Accounting Considerations

As a public company, we are not allowed a federal income tax deduction for compensation paid to certain of our NEOs in excess of $1 million during the year, except for performance-based compensation. The Compensation Committee reviews the requirements for performance based compensation and structures annual bonus and long-term incentive compensation to be eligible to qualify as performance based compensation. While the Compensation Committee believes its primary goal is to design a compensation program that encourages us to achieve our objectives, we do design plans to be tax efficient for the Company. As a result, there have been and there likely will be additional circumstances where the Company pays compensation that is not fully deductible. The Compensation Committee intended all compensation paid in 2010 to be deductible.

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

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

Other

Equity Grant Process

We have no practice of timing equity grants to coordinate with the release of material non-public information, and we have not timed the release of material non-public information for the purpose of affecting the compensation of our NEOs.

Beginning in 2010 the Compensation Committee determined to evaluate and approve annual equity grants at the same time as it determines and approves the Company’s annual salary adjustments and annual incentive (MCIP) payout.

Individual recognition equity awards may be granted at other times during the year related to special events (joint ventures, extraordinary performance, etc.).  Awards of stock options, RSUs or other equity incentives to new executive officers occur at the time the individual joins the organization or first becomes an officer.  No such grants were made to NEOs in 2010.

See columns (f) and (g) of the Summary Compensation Table, columns (f) through (i) of the Grants of Plan-Based Awards Table and the Outstanding Equity Awards Table for more information on long-term incentive awards granted to the NEOs.

Stock Ownership Guidelines

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

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Independence of Compensation Consultant to the Compensation Committee

During 2010, the Compensation Committee utilized Pay Governance, an independent executive compensation firm who does no other business with the Company, to advise the Compensation Committee and Board on the design and potential changes to the Company’s executive and director compensation policies.

The Compensation Committee reviews the Company’s relationship with Pay Governance to ensure the independent judgment of the Compensation Consultant to the Compensation Committee. The review is conducted to ensure the Compensation Consultant renders candid and direct advice independent of management’s influence.

COMPENSATION COMMITTEE REPORT

The Compensation Committee, comprised of independent directors, reviewed and discussed the above Compensation Discussion and Analysis (CD&A) with the Company’s management. Based on the review and discussion, the Compensation Committee recommended to the Board that the CD&A be included in these proxy materials.

SUBMITTED BY THE COMPENSATION COMMITTEE

EXECUTIVE COMPENSATION

The following tables summarize the total compensation earned in 2010 by each of the Named Executive Officers (NEOs).

SUMMARY COMPENSATION TABLE FOR 2010