MOLSON COORS BREWING COMPANY AMENDED AND RESTATED CHANGE IN CONTROL PROTECTION PROGRAM

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Exhibit 10.7

MOLSON COORS BREWING COMPANY
AMENDED AND RESTATED
CHANGE IN CONTROL PROTECTION PROGRAM

        1.     PURPOSE OF PROGRAM. The purpose of the Molson Coors Brewing Company Amended and Restated Change in Control and Protection Program (the "Program") is to retain well-qualified individuals as executives and key personnel of Molson Coors Brewing Company and/or its Subsidiaries, and to provide a benefit to each such individual if his/her employment is terminated under qualifying circumstances, in connection with a Change in Control (as defined below). The Program is intended to qualify as a "top-hat" plan under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), in that it is intended to be an "employee benefit plan" (as such term is defined under Section 3(3) of ERISA) which is unfunded and provides benefits only to a select group of management or highly compensated employees of the Company and/or its Subsidiaries.

        2.     DEFINITIONS. The following terms shall have the following meanings unless the context indicates otherwise:

        (a)   "AAA" shall have the meaning ascribed to such term in Section 12(m).

        (b)   "Applicable Benefits Schedule" with respect to a Participant shall mean the Benefits Schedule designated by the Committee as applicable to the Participant.

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

        (d)   "Beneficiary" shall mean a beneficiary designated in writing by a Participant to receive Change in Control Severance Benefits which have become payable at the time of Participant's death, and if no beneficiary is designated by the Participant, then the Participant's estate shall be deemed to be the Participant's designated Beneficiary.

        (e)   "Benefits Schedule" shall mean a separate Benefits Schedule, if any, adopted as part of the Program, which Schedule sets forth certain provisions relating to the determination of eligibility for and/or the amount of Change in Control Severance Benefits payable under the Program.

        (f)    "Board" shall mean the Board of Directors of the Company.

        (g)   "Cause" means (i) the Participant is convicted of a felony or of any crime involving moral turpitude, dishonesty, fraud, theft or financial impropriety; or (ii) a reasonable determination by the Committee or Board that, (A) the Participant has willfully and continuously failed to perform substantially his/her duties (other than such failure resulting from incapacity due to physical or mental illness), after a written demand for corrected performance is delivered to the Participant which specifically identifies the manner(s) in which the Participant has not substantially performed his/her duties, (B) the Participant has engaged in illegal conduct, an act of dishonesty or gross misconduct injurious to the Company, or (C) the Participant has knowingly violated a material requirement of the Company's ethical code of conduct, or Participant's fiduciary duty to the Company. Notwithstanding the foregoing, if the Participant and the Company have entered into an employment or service agreement which defines "Cause" (or words of similar import), such definition and any procedures relating to the determination thereof set forth in such agreement shall govern the determination of whether "Cause" has occurred for purposes of the Program.

        (h)   "Change in Control" means the occurrence of any of the following events after the Effective Date:

        (i)    The acquisition or holding by any Person of Beneficial Ownership of combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of a majority of the Board of Directors (the "Outstanding Company

Voting Securities") in excess of the Outstanding Company Voting Securities held by the Voting Trust; provided, that for purposes of this Section 2(h), the acquisition or holding by any of the following entities shall not by itself constitute a Change in Control: (A) a Person who on the Effective Date is the Beneficial Owner of twenty percent (20%) or more of the Outstanding Company Voting Securities, (B) the Company or any Subsidiary or (C) any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Subsidiaries;

        (ii)   Molson/Coors Nominees cease for any reason to constitute at least fifty percent (50%) of the Controlling Block of Directors elected by vote of Outstanding Company Voting Securities held by the Voting Trust;

        (iii)  Consummation of a reorganization, merger, or consolidation to which the Company is a party or a sale or other disposition of all or substantially all of the assets of the Company (a "Business Combination"), in each case unless, following such Business Combination: (A) the Voting Trust continues to hold, directly or indirectly, Outstanding Company Voting Securities of the Company or a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more direct or indirect subsidiaries (the Company or such other entity resulting from the Business Combination, the "Successor Entity") entitled to elect a Controlling Block of Directors and (B) at least fifty percent (50%) of the members of the Controlling Block of Directors are Molson/Coors Nominees;

        (iv)  Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company; or

        (v)   Any other event, including a merger or other transaction, which the Committee designates as a Change in Control with respect to any or all of the Participants.

        (i)    "Change in Control Date" shall mean the date that a Change in Control first occurs.

        (j)    "Change in Control Severance Benefits" shall mean the compensation and benefits provided to a Terminated Participant pursuant to Section 5 of the Program.

        (k)   "Change in Control Severance Multiplier" shall mean the multiplier used to determine cash Severance Benefits paid to a specific Terminated Participant, as determined by the Committee with respect to the Participant's participation herein and set forth on the Applicable Benefits Schedule.

        (l)    "Code" means the Internal Revenue Code of 1986, as amended.

        (m)  "Committee" shall mean (i) the Board or (ii) a committee or subcommittee of the Board as from time to time appointed by the Board from among its members. The initial Committee shall be the Board's Compensation and Human Resources Committee. In the absence of an appointed Committee, the Board shall function as the Committee under the Program. On a Change in Control Date, and during any Protection Period following such Change in Control Date, the Committee shall be comprised of such persons, whether or not such persons are members of the Board, as appointed by the Board prior to the Change in Control Date, with any additions or changes to the Committee following such Change in Control Date to be made and/or approved by all Committee members then in office.

        (n)   "Company" shall mean Molson Coors Brewing Company, a Delaware corporation, including any successor entity or any successor to the assets of the Company. Where the context requires, references to "Company" shall also mean a Subsidiary or Subsidiaries which employs a Participant.

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        (o)   "Controlling Block of Directors" as of any date shall mean that number of members of the Board constituting not less than a majority of the authorized number of directors (including vacancies).

        (p)   "Coors Family Group" shall have the meaning ascribed to such term under the Voting Trust Agreement.

        (q)   "Effective Date" shall mean January 1, 2008.

        (r)   "ERISA" shall have the meaning ascribed to such term in Section 1.

        (s)   "Excise Tax" shall have the meaning ascribed to such term in Section 9(b).

        (t)    "Good Reason" shall exist upon the occurrence, without the Participant's consent, of any one or more of the following circumstances:

        (i)    any material reduction of the Participant's base compensation which is in effect immediately prior to the Effective Date (and as increased from time to time thereafter); provided that any reduction that is as part of a general reduction in the base compensation of executives of the same grade level which occurs prior to a Change in Control Date shall not be "Good Reason;

        (ii)   any action or inaction by the Company that constitutes a material breach by the Company of any applicable plan, program or agreement under which the Participant provides services;

        (iii)  the material reduction or material adverse modification of the Participant's title, status, position, responsibilities or authority from those in effect immediately prior to the Change in Control Date (and as such authorities and duties may be increased from time to time after the Change in Control Date), such that the Participant's title, status, position, authority or responsibilities are inconsistent with, or commonly considered to be of lesser stature than, those in effect prior to the reduction or modification, as the same may, for example, be evidenced by (A) a material diminution in the authority, duties or responsibilities of the supervisor to whom the Participant is required to report, including a requirement that the Participant report to a corporate officer or employee instead of to the Board, or (B) a material diminution in the budget over which the Participant has authority; or

        (iv)  any requirement that the Participant relocate his principal place of employment by more than a fifty (50)-mile radius from its location immediately prior to the Change in Control Date;

        Notwithstanding the foregoing, any of the circumstances described above may not serve as a basis for resignation for "Good Reason" by the Participant unless (a) the Participant has provided written notice to the Company that such circumstance exists within ninety (90) days of the initial existence of such circumstance and the Company has failed to cure such circumstance within thirty (30) days following such notice; and (b) the Participant's Separation from Service due to such circumstance occurs within the two (2) year period following the initial existence of such circumstance and in no event later than the last day of the Protection Period.

        (u)   "Molson/Coors Nominees" shall mean those individuals who are members of the Board as of the Effective Date and whose election, or nomination for election, by the holders of the Company's Class A common stock was approved by the Class A-M Nominating Subcommittee of the Board or the Class A-C Nominating Subcommittee of the Board in accordance with the provisions of the Company's Restated Certificate of Incorporation and By-laws, or any similar or successor provisions, agreements or arrangements having the effect of enabling members of the Coors Family Group and members of the Molson Family Group to elect or nominate for election individuals to the Board; provided that any individual becoming a member of the Board

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subsequent to the Effective Date whose election or nomination for election was approved by members of the Coors Family Group or members of the Molson Family Group pursuant to the process and provisions described above shall be considered to be a Molson/Coors Nominee.

        (v)   "Molson Family Group" shall have the meaning ascribed to such term under the Voting Trust Agreement.

        (w)  "Participant(s)" shall have the meaning set forth in Section 3.

        (x)   "Payments" shall have the meaning set forth in Section 9(b).

        (y)   "Payroll Date" shall mean each regularly scheduled date during Participant's employment on which base salary payments are made and after a Termination Date, each regularly scheduled date on which such payments would be made if employment continued.

        (z)   "Person" shall have the meaning given in Section 3(a)(9) of the Securities Exchange Act of 1934 (as amended from time to time), as modified and used in Sections 13(d) and 14(d) thereof.

        (aa) "Program" shall have the meaning ascribed to such term in Section 1.

        (bb) "Protection Period" shall mean the period after the Change in Control Date set forth on the Applicable Benefits Schedule.

        (cc) "Qualifying Termination" shall mean (i) any involuntary Separation from Service of the Participant for any reason other than death, disability or Cause, or (ii) voluntary Separation from Service of the Participant for Good Reason.

        (dd) "Reference Base Salary" with respect to a Participant means the annual base salary of such Participant as in effect immediately prior to the Termination Date (determined without regard to any reduction which would constitute a basis for a Participant's resignation for Good Reason, if such Participant's Applicable Benefits Schedule contains a right to terminate for Good Reason), or if greater as in effect immediately prior to the Change in Control Date.

        (ee) "Separation from Service" shall mean a Participant's "separation from service" as defined in Treasury Regulation Section 1.409A-1(h)(1). For this purpose, a "Separation from Service" is deemed to occur on the date that the Company and the Participant reasonably anticipate that the level of bona fide services the Participant would perform after that date (whether as an employee or independent contractor) would permanently decrease to a level that, based on the facts and circumstances would constitute a Separation from Service; provided that a decrease to a level that is 50% or more of the average level of bona fide services provided over the prior 36 months shall not be a Separation from Service, and a decrease to a level that is 20% or less of the average level of such bona fide services shall be a Separation from Service. The bona-fide services taken into account in determining whether there has been a Separation from Service shall be bona-fide services for the Company and any Subsidiary. The Committee retains the right and discretion to specify, and may specify, whether a Separation from Service occurs for individuals providing services to the Company or a Subsidiary immediately prior to an asset purchase transaction in which the Company or a Subsidiary is the seller who provide services to a buyer after and in connection with such asset purchase transaction; provided, such specification is made in accordance with the requirements of Treasury Regulation Section 1.409A-1(h)(4).

        (ff)  "Subsidiary" shall mean any business entity in which the Company directly or indirectly has an ownership interest of at least fifty percent (50%); provided that, at any time prior to the date the time and form of payment of deferred compensation is set, with respect to any business entity in which the Company has less than a fifty percent (50%) interest, "at least twenty percent (20%)" may be substituted for "at least fifty percent (50%)" where based on legitimate business criteria.

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        (gg) "Target Bonus" with respect to a Participant means the target bonus of such Participant under the annual bonus or incentive plan of the Company in which the Participant participates as in effect immediately prior to the Termination Date, or if greater as in effect immediately prior to the Change in Control Date.

        (hh) "Terminated Participant" shall mean a Participant whose Separation from Service constitutes a Qualifying Termination as described in Section 5 below.

        (ii)   "Termination Date" shall mean the date a Terminated Participant incurs a Qualifying Termination as described in Section 5 below.

        (jj)   "Vested Benefits" shall mean any base salary or prior year's bonus or incentive compensation earned, but unpaid prior to the Date of Termination (other than as a result of deferral made at the Participant's election) and any amounts which are or become vested or which the Participant is otherwise entitled to under the terms of any other plan, policy, practice or program of, or any contract or agreement with, the Company or any Subsidiary, at or subsequent to the Termination Date without regard to the performance of further services by the Participant or the resolution of a contingency.

        (kk) "Voting Trust" shall mean the voting trust established under the Voting Trust Agreement, and any successor voting trust to which the members of the Coors Family Group and members of the Molson Family Group who are Beneficiaries under the Voting Trust Agreement become parties.

        (ll)   "Voting Trust Agreement" shall mean the Class A Common Stock Voting Trust Agreement, made and entered into as of February 9, 2005, as such Agreement may be amended from time to time.

        3.     PARTICIPATION. Only those executives and key personnel as the Committee in its sole discretion may designate, from time to time, shall participate in the Program. At the time the Committee designates an individual as a Participant, the Committee shall also designate the Applicable Benefits Schedule for such Participant's participation in the Program, which Schedules need not be uniform among Participants.

        4.     ADMINISTRATION.

        (a)    Responsibility .    The Committee shall have the responsibility, in its sole discretion, to control, operate, manage and administer the Program in accordance with its terms.

        (b)    Authority of the Committee .    The Committee shall have the maximum discretionary authority permitted by law that may be necessary to enable it to discharge its responsibilities with respect to the Program, including but not limited to the following:

        (i)    to determine eligibility for participation in the Program;

        (ii)   to designate Participants and the Applicable Benefits Schedule;

        (iii)  to establish the terms and provisions of, and to adopt as part of the Program, one or more Benefits Schedules setting forth, among other things, the Change in Control Severance Multiplier, Protection Period, and such other terms and provisions as the Committee shall determine;

        (iv)  to determine a Participant's eligibility for and to calculate the amount of a Participant's Change in Control Severance Benefits;

        (v)   to correct any defect, supply any omission, or reconcile any inconsistency in the Program in such manner and to such extent as it shall deem appropriate in its sole discretion to carry the same into effect;

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        (vi)  to issue administrative guidelines as an aid to administer the Program and make changes in such guidelines as it from time to time deems proper;

        (vii) to make rules for carrying out and administering the Program and make changes in such rules as it from time to time deems proper;

        (viii)  to the extent permitted under the Program, grant waivers of Program terms, conditions, restrictions, and limitations;

        (ix)  to construe and interpret the Program and make reasonable determinations as to a Participant's eligibility for benefits under the Program, including determinations as to Change in Control of the Company, Qualifying Termination and disability; and

        (x)   to take any and all other actions it deems necessary or advisable for the proper operation or administration of the Program.

        (c)    Action by the Committee .    Except as may otherwise be required or permitted under an applicable charter, the Committee may (i) act only by a majority of its members (provided that any determination of the Committee may be made, without a meeting, by a writing or writings signed by all of the members of the Committee), and (ii) may authorize any one or more of its members to execute and deliver documents on behalf of the Committee.

        (d)    Delegation of Authority .    The Committee may delegate to the Company's Chief Executive Officer some or all of the Committee's authority to act with respect to this Program, including the designation of Participants and the Applicable Benefits Schedule and the determination of "Cause"; provided, however that any actions of the Chief Executive Officer shall be limited to the extent of such authorization. Any such grant of authority shall be consistent with the Company's By-laws and, in accordance therewith, such delegation shall not extend to any actions or decisions relating to the participation of the Chief Executive Officer, Chief Financial Officer or Chief Legal Officer. The Committee may delegate administrative duties to one or more of its members to one or more of the Company's officers, or to one or more agents, as it may deem advisable; provided, however, that any such delegation shall be in writing. In addition, the Committee, or any person to whom it has delegated duties as aforesaid, may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Program. The Committee may employ such legal or other counsel, consultants and agents as it may deem desirable for the administration of the Program and may rely upon any opinion or computation received from any such counsel, consultant or agent. Expenses incurred by the Committee in the engagement of such counsel, consultant or agent shall be paid by the Company, or the Subsidiary whose employees have benefited from the Program, as determined by the Committee.

        (e)    Determinations and Interpretations by the Committee .    All determinations and interpretations made by the Committee or by its delegates shall be binding and conclusive to the maximum extent permitted by law on all Participants and their heirs, successors, and legal representatives.

        (f)     Information .    The Company shall furnish to the Committee in writing all information the Committee may deem appropriate for the exercise of its powers and duties in the administration of the Program. Such information may include, but shall not be limited to, the full names of all Participants, their earnings and their dates of birth, employment, retirement, death or other termination of employment. Such information shall be conclusive for all purposes of the Program, and the Committee shall be entitled to rely thereon without any investigation thereof.

        (g)    Self-Interest .    No member of the Committee may act, vote or otherwise influence a decision of the Committee specifically relating to his/her benefits, if any, under the Program.

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        5.     TERMINATION OF EMPLOYMENT ON OR AFTER A CHANGE IN CONTROL DATE. If a Participant incurs a Qualifying Termination on or after a Change in Control Date and prior to expiration of the Protection Period, such Terminated Participant shall be entitled to receive Change in Control Severance Benefits on or after the Termination Date.

        6.     CHANGE IN CONTROL SEVERANCE BENEFITS. In the event a Participant is entitled to receive Change in Control Severance Benefits pursuant to Section 5 above, the Terminated Participant shall receive the Change in Control Severance Benefits determined in accordance with the Applicable Benefits Schedule.

        7.     PARTICIPANT COVENANTS. As a condition of participation in the Program and to the receipt of any benefits hereunder, each Participant shall enter into or shall have entered into a Confidentiality and Noncompete Agreement with the Company, substantively in the form of Exhibit A hereto.

        8.     CLAIMS.

        (a)    Claims Procedure .    If any Participant or Beneficiary, or their legal representative, has a claim for benefits which is not being paid, such claimant may file a written claim with the Committee setting forth the amount and nature of the claim, supporting facts, and the claimant's address. A claimant must file any such claim within sixty (60) days after a Participant's Termination Date. Written notice of the disposition of a claim by the Committee shall be furnished to the claimant within ninety (90) days after the claim is filed. In the event of special circumstances, the Committee may extend the period for determination for up to an additional ninety (90) days, in which case it shall so advise the claimant. If the claim is denied, the reasons for the denial shall be specifically set forth in writing, pertinent provisions of the Program shall be cited, including an explanation of the Program's claim review procedure, and, if the claim is perfectible, an explanation as to how the claimant can perfect the claim shall be provided.

        (b)    Claims Review Procedure .    If a claimant whose claim has been denied wishes further consideration of his/her claim, he/she may request the Committee to review his/her claim in a written statement of the claimant's position filed with the Committee no later than sixty (60) days after receipt of the written notification provided for in Section 9(a) above. The Committee shall fully and fairly review the matter and shall promptly advise the claimant, in writing, of its decision within the next sixty (60) days. Due to special circumstances, the Committee may extend the period for determination for up to an additional sixty (60) days.

        9.     TAXES.

        (a)    Withholding Taxes .    The Company shall be entitled to withhold from any and all payments made to a Participant under the Program all federal, state, local and/or other taxes or imposts which the Company determines are required to be so withheld from such payments or by reason of any other payments made to or on behalf of the Participant or for his/her benefit hereunder.

        (b)    Excise Tax .    In the event any payments or benefits received or to be received by the Participant in connection with the Participant's employment (whether pursuant to the terms of the Program or any other plan, arrangement or agreement with the Company, or any person affiliated with the Company, and whether or not the Participant incurs a Qualifying Termination) (the "Payments"), are or will be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed),

        (i)    then, subject to the immediately following paragraph (ii), the Company shall pay subject to Section 12(q), an additional amount (the "Gross-Up Payment") such that the net amount retained by the Participant, after deduction of any Excise Tax on the Payments and

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any federal, state and local income or other applicable tax and Excise Tax upon the payment provided for by this paragraph, shall be equal to the Payments.

        (ii)   Notwithstanding anything in the foregoing paragraph (i) to the contrary, the foregoing provision shall not apply (therefore no Gross-Up Payment will be made) and any Change in Control Severance Benefits otherwise payable to the Terminated Participant shall be reduced (but not below zero) such that no amounts paid or payable to the Terminated Participant as Change in Control Severance Benefits shall be deemed excess parachute payments subject to Excise Tax, in the event the amount of such reduction does not exceed ten percent (10%) of the amount of such Change in Control Severance Benefits deemed to be parachute payments. The Company shall reduce or eliminate the Change in Control Severance Benefits by first reducing or eliminating the portion of such benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the determination made by the independent public accountants selected under the preceding paragraph.

        (iii)  For purposes of determining the amount of the Gross-Up Payment, the Participant shall be deemed to pay federal income taxes at the Participant's actual rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the Participant's actual rate of taxation in the state and locality of the Participant's residence on the date on which the Excise Tax is determined, net of the reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

        (iv)  The computations required by this Section 9(b) shall be made by independent public accountants not then regularly retained by the Company, in consultation with tax counsel selected by them and acceptable to the Committee. The Company shall provide the Participant with sufficient tax and compensation data to enable the Participant