QuickLinks -- Click here to rapidly navigate through this document
This Second Amendment to that certain Employment Agreement ("Agreement") by and between W. Leo Kiely III (the
"Executive") and Molson Coors Brewing Company, a Delaware corporation (the "Company") is dated as of February 8, 2009.
1. The parties entered into the Agreement as of June 27, 2005 and amended it effective August 1, 2007.
2. Effective July 1, 2008 ("Transfer Date"), the Company and Miller Brewing Company formed a joint venture, known as
MillerCoors, and effective July 1, 2008, Executive ceased performing services as Chief Executive Officer of the Company and
began performing full-time services as Chief Executive Officer of MillerCoors (the "Transfer").
3. The Executive has not had a termination of employment under the Agreement, but the parties desire to realign their
respective rights and responsibilities under the Agreement in light of the Transfer.
4. Executive has entered into a separate employment agreement with MillerCoors.
In consideration of the foregoing, the mutual promises contained herein and other good and valuable consideration, the
parties agree as follows:
1. Effective as of the Transfer Date, the following provisions of the Agreement (as in effect prior to this Amendment)
shall no longer apply: Sections 1, 2 (except for Sections 2(b)(iv) and 2(b)(v)(B)), 3, 4(a), 4(b), and 7(b). For avoidance of doubt,
the parties acknowledge that any Company obligation regarding the retention compensation described in Section 2(b)(v)(A)
(minimum benefit under the Company's qualified and non-qualified defined benefit retirement plans) has been assumed by
2. Executive's long-term incentive awards described in Section 2(b)(iv) of the Agreement as in effect prior to this
Amendment that were granted prior to the Transfer Date shall