Compensation and Human Resources Committee Report on Executive Compensation

        The Compensation and Human Resources Committee of the Board of Directors ("Committee") has furnished the following report on executive compensation for 2005. The Committee is composed

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entirely of directors determined by the Board, in its business judgment, to be independent under the listing standards of the New York Stock Exchange and Molson Coors' certificate of incorporation. The Committee is responsible for the establishment and oversight of Molson Coors' executive compensation program. Mr. Matthews joined the Committee effective February 17, 2006, and did not serve on the Committee during the period to which this report relates.

Role of the Compensation and Human Resources Committee

        The Board has delegated its responsibility to set the compensation of the Chief Executive Officer and other members of senior management to the Committee, although the full Board approves the compensation of the Chief Executive Officer. Accordingly, the Committee's Charter provides that the Committee is responsible for:

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Reviewing and approving corporate goals and objectives relevant to the compensation of the Chief Executive Officer and making recommendations to the Board of Directors with respect to the performance and compensation of the Chief Executive Officer contemplated by the bylaws of Molson Coors;



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Setting the compensation of other executive officers of Molson Coors;



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Recommending to the Board of Directors the adoption, termination, or modification of the Molson Coors compensation and benefit plans, incentive and special compensation and equity-based plans or programs for officers and other employees;



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Reviewing and monitoring compensation policies and practices, perquisites and other fringe benefits;



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Making awards under, reviewing and interpreting the Molson Coors' compensation, incentive, equity and other benefit plans;



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Performing succession planning for executive officer positions and monitoring the succession planning process for other members of management;



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Submitting annually a report on executive compensation to be included in the proxy statement and overseeing compliance with reporting requirements relating to executive compensation;



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Reviewing and making recommendations to the Nominating Committee with respect to Board of Director compensation; and



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Periodically reporting on the Committee's activities to the full Board of Directors.

        The Committee is authorized to select, retain and approve the fees of compensation consultants, outside counsel and other advisors and to cause Molson Coors to pay the necessary or appropriate expenses of the Committee, in each case at the discretion of the Board.

Executive Compensation Policies (2005)

        During 2005, the Committee adhered to several guiding principles in carrying out its responsibilities:

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The Company underwent a complex merger in 2005 and it was important that the business teams work together. The Committee recognized that compensation was an important tool in integrating the different business units.



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Total compensation should reward individual, team and corporate performance and provide incentive to enhance shareholder value. Variable pay awards (short and long-term) will correlate closely (up and down) with business and individual performance.

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        Our total reward package includes base and variable pay, equity programs, benefits and personal growth. Molson Coors provides a base salary that will maintain its competitive market position. Molson Coors offers an annual incentive opportunity that aligns corporate growth objectives and performance with individual achievements. Performance measurement reflects objective achievement levels and fact-based judgments. The relative emphasis of each is set by local management.

        At more senior levels of leadership, we focus on a combination of short and long-term performance. Over time, top performers should receive above average compensation and above median variable pay commensurate with Company results.

        Along with our culture and other management systems, equity rewards will help us drive performance for Molson Coors, business units, and individuals. Equity will be used to align employees and our stockholders and will be focused on those individuals with the greatest ability to impact results.

        The Committee considers several factors when determining compensation for executive officers:

Overall Company Performance

        In addition to its familiarity with Company operations through participation at regular Board meetings, the Committee reviews Molson Coors' score card, which includes such items as annual sales, cost of goods sold, earnings, cash flow per share growth, debt reduction goals, market share gains, progress toward long-term objectives, and various qualitative factors relating to Company performance. Each year, management sets specific performance targets for Molson Coors and certain business units for each of the categories set forth above. In addition, some business units have specific targets in addition to overall Company performance that impact the performance ratings of the executive officers and other management personnel responsible for those units. These targets generally provide ranges below which no bonus compensation will be paid, and ranges for which incentive compensation will be paid, but which will vary depending on the level of performance within those ranges. The Committee reviews the performance targets annually, makes recommendations, and determines whether to approve management's targets and recommended salary and bonus levels.

Individual Performance

        The Committee considers, in addition to business results, the executive's achievement of various other managerial objectives and personal development goals.

Competitive Compensation

        In assessing the Company's overall compensation program for its senior executives, the Committee benchmarks against companies with similar market capitalization and revenues, as well as against companies in similar industries, with an overall guideline of targeting base compensation at the 50th percentile and variable or incentive-based compensation at the 75th percentile where warranted by performance.

Salary

        Molson Coors has employment agreements with W. Leo Kiely, Peter H. Coors, Kevin T. Boyce, Peter Swinburn and Frits D. van Paasschen, as well as retention arrangements under the Executive Continuity and Protection Program with certain other Company executives (as more fully described under "Employment Contracts" above). In setting base salaries, the Committee generally considers the overall financial performance of Molson Coors as well as external and internal pay equity.

        Salaries for executive officers, other than the Chief Executive Officer, were targeted at market level in line with our overall compensation philosophy.

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Bonus

        Molson Coors pays incentive (bonus) compensation to all of its officers and most employees, except certain sales employees and production employees under collective bargaining agreements, in accordance with prescribed plans. The plans are reviewed and approved by the Committee annually. These plans authorize payment of cash and/or stock based bonuses to participants based on a pre-established range of Company or business unit performance goals for designated performance periods. The incentive amount is calculated based on a percentage of the participant's salary, depending on grade level and position, and is divided into individual and Company-based components. Bonuses for higher ranked employees are weighted more in favor of Company performance and less individual performance. In addition, performance in some cases may include targets not totally within the control of the participant in order to incorporate cross-functional goals.

        In March 2006, the Committee certified the 2005 results against established performance goals and approved individual bonuses for certain executive officers and employees who participate in the incentive plans, and who were determined to merit such bonuses. However, executives whose bonuses are based entirely on Company performance, including Messrs. Kiely and Wolf, did not receive a bonus for 2005.

Long-Term Incentives

        Stock option and restricted share awards were used as Molson Coors' long-term incentives in 2005. Stock option and restricted share awards were made to approximately 750 middle and upper level managers, including Mr. Kiely and the other executive officers during 2005. The number of options and restricted share awards granted was based on job level and market total compensation. See "Executive Compensation Policies (2006) " below for a description of the stock options and restricted stock units.

Chief Executive Officer Compensation

        We believe Mr. Kiely's compensation is reasonable relative to the market for chief executive officers in the comparable group of companies. Mr. Kiely's bonus is based entirely on Company performance. Because the Company did not reach its performance goals in 2005, Mr. Kiely did not receive a bonus for that year.

        In 2005, the Committee approved a long-term incentive award to Mr. Kiely for 175,000 stock options and 60,000 restricted stock units under the 1990 Equity Incentive Stock Plan. The Committee determined the amount of this award after reviewing competitive market data, Mr. Kiely's individual performance, and the need to eliminate certain change in control rights to which Mr. Kiely otherwise would have been entitled because of the merger to form Molson Coors.

        The Committee also reviewed perquisites and other compensation paid to Mr. Kiely for fiscal 2004 and found these amounts to be reasonable.

Executive Compensation Policies (2006)

        During 2005, the Committee, with the assistance of its compensation consultant and Management, reviewed the compensation philosophy and policies of Molson Coors. The Committee undertook this comprehensive review because Molson Coors is a significantly larger and more complicated company than either Coors or Molson before the merger, operating in multiple international markets. The Committee recognized that the Company's compensation system must match that reality. Moreover, we are committed to following best practices for executive compensation within our comparator group and, more generally, for large, publicly-traded companies. 2005 clearly was a year in which best practices evolved significantly.

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        As a consequence, the Committee adopted a new long-term incentive compensation program for 2006. The program will use three mechanisms: first, performance shares; second, restricted stock units; and third, stock options. The performance share program will create a 5-year window in which granted shares will vest, upon meeting earnings objectives. If the objectives are not met within the window, no shares will vest, and the program will expire. This program will be broadly applicable to the Company's managers. Compared with pre-merger Coors, the restricted share program will involve grants to fewer individuals, higher within the organization, based on individual and corporate performance. Once granted, RSUs will vest three years from the date of grant, without regard to Company performance. Finally, stock options, which vest in three equal annual installments beginning on the first anniversary of the grant date, will be available to far fewer members of management than in prior years. Under the 2006 program, long term incentive awards will be made to approximately 500 employees which represents a significant decrease from 2005 and prior years. The Committee's decision to reduce the use of stock options in the 2006 long-term incentive compensation plan was based on three goals: (1) reducing stockholder dilution; (2) focusing long-term incentive compensation on Company performance; and (3) managing the costs to the Company of its long-term incentive program under the new accounting rules.

Policy on Deductibility of Compensation Expenses

        Molson Coors is not allowed a tax deduction for certain compensation paid to certain executive officers in excess of $1 million, except to the extent such excess constitutes performance-based compensation. The Committee considers its primary goal to be the design of compensation strategies that further the best interests of Molson Coors and its stockholders. To every extent, the Committee will attempt where practical to use compensation policies and programs that preserve the deductibility of compensation expenses.

SUBMITTED BY THE COMPENSATION AND HUMAN RESOURCES COMMITTEE
OF THE BOARD OF DIRECTORS

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