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                                                                    Exhibit 4.12



                                                               Date Dec 17, 2001

PRIVILEGED & CONFIDENTIAL

Edgar M. Bronfman
Vivendi Universal
375 Park Avenue
New York, New York 10152

Dear Edgar,

     I am writing to set out our agreement regarding your retirement from
Vivendi Universal (the "Company") and its affiliates.

     1.        It is understood that you will retire from all of your current
     positions with the Company and its affiliates, effective December 31, 2001.
     Until that date, you will continue as an employee of the Company at your
     current salary of $825,000 per year and your current benefit levels. It is
     further understood that you will continue to be a member of the Company's
     Board of Directors and act as the Chairman of the Board's Human Resources
     Committee after December 31, 2001.

     2.        You will receive a Management Incentive Award for the Stub fiscal
     year ending December 31, 2001 based upon the actual award paid to the
     Corporate Division. Your MIP award will be paid at the time such awards are
     paid to employees generally. All previously deferred compensation will be
     paid out in accordance with the terms of the applicable plans.

     3.        Under the current provisions of the Pension Plan for the
     Employees of Joseph E. Seagram & Sons, Inc. and Affiliates and the Benefits
     Equalization Plan, you will be eligible for a retirement benefit based upon
     your continuous service through December 31, 2001. In the event of your
     death, your spouse will receive two-thirds of your pension benefit. Your
     spousal designation cannot be changed after your retirement. An estimate of
     your total annual benefit, including the spousal death benefit payable to
     your spouse upon your death, is attached to this letter as Exhibit A. You
     will receive additional details concerning your pension benefits from the
     Benefits Department under separate cover.


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4.        The Company will continue to make minimum distributions to you of your
accrual account balances in The Seagram 401(k) Plan after December 31, 2001
unless you elect to have your account balance paid to you. After December 31,
you will not be permitted to make any additional contributions to your account
although you may continue to direct the investment of your accounts.

5.        Commencing on January 1, 2002, you and your spouse shall be eligible
to receive the Senior Executive Retirement Benefits listed in Exhibit B, as the
same may be changed from time to time, until your respective deaths. You will
continue to be covered under the indemnification provisions of the by-laws and
Directors and Officers insurance policies of the Company and its affiliates, in
accordance with their terms.

6.        In accordance with the terms of the Retiree Salary Continuation
Program, you will receive a payment of $374,500 per annum for the period from
January 2002 until December 2011 (the "Continuation Period"), payable on a
monthly basis beginning January, 2002.

7.        During the Continuation Period, (or, if earlier, until your date of
death) the Company will provide you with the following additional benefits and
services:

     a)             Office space for you and an assistant on the 6th floor at
          375 Park Avenue at the Company's expense. So long as you have office
          space on the 6th floor of 375 Park Avenue, the Company will provide
          you with ongoing office support and maintenance, including computer
          services, telephone services, communications and mail room services
          ("Support Services") In the event that you select office space other
          than as described in this section voluntarily or as the result of the
          Company's determination to relocate its offices from 375 Park Avenue,
          the Company will reimburse you for the cost of such alternative office
          space up to $60,000 per year;

     b)             The services of one assistant who will be an employee of the
          Company and who will receive benefits comparable to those provided by
          the Company generally to employees of the same level. In the event you
          choose to employ an assistant other than as described in this
          subparagraph, the Company will reimburse you for the cost of such
          assistant's salary and benefits up to $100,000 per year;

     c)             The services of one driver who shall be an employee of the
          Company and who will receive benefits comparable to those
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          provided by the Company generally to employees of the same level. Such
          employee will be provided with space with the Company's other drivers,
          so long as the Company's offices are located at 375 Park Avenue, New
          York. In the event you choose to employ a driver other that as
          described in this subparagraph, the Company will reimburse you for the
          cost of such driver's salary and benefits up to $75,000 per year;

     d)        Reimbursement for the cost of renting a luxury automobile. Such
          automobile will be garaged at the Company's expense at 375 Park
          Avenue, New York, so long as the Company maintains offices there, and
          the Company will pay or reimburse you for insurance and operating
          expenses for such automobile.

7.        You may continue to use the Executive Dining Room on the 5th floor at
375 Park Avenue.

8.        You may continue to use the exercise room on the 2nd floor at 375
Park Avenue.

If you have any questions concerning any of the above terms, please do not
hesitate to contact me.


                                        Sincerely,

                                             /s/  John Borgia

                                                  EVP - HR

                                                  Vivendi Universal


Accepted and Agreed:

/s/ Edgar M. Bronfman
------------------------
Edgar M. Bronfman


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                                   EXHIBIT A

For example, commencing upon January 1, 2002, the combined total pension
benefit payable to you will be $1,073,177.50 per annum, payable monthly
($89,431.46). In the event you predecease your spouse, she would be paid an
annual amount of $715,451.64, payable monthly ($59,620.97). This amount is
two-thirds of your total pension amount.

Should you elect to receive the portion of your retirement benefit payable from
the Pension Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates
(the "Qualified Plan") in a lump sum, which is permitted pursuant to the
Qualified Plan, that lump sum amount is $1,406,880. This election would reduce
your overall monthly pension payment from the BEP to $76,534.79. In the event
you predecease your spouse after your receipt of the lump sum, she would be paid
an annual amount of $599,381.64, payable monthly ($49,948.47). This amount is
two-thirds of your BEP pension amount.

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                                   EXHIBIT B

                      SENIOR EXECUTIVE RETIREMENT BENEFITS
                               (EFFECTIVE 1/1/02)


In addition to retiree medical insurance, you are eligible for the
following benefits:

-         Retired Senior Executive Dental Insurance*

-         Executive Personal accident Insurance* (benefit ceases upon retiree's
     death)

-         Excess Liability Insurance*

-         Executive Financial Counseling*

-         Income Tax Services (up to $4,000 per year)

-         Vivendi Universal Product Allowance* (up to $250.00 per year)

-         Retired Executive Matching Gifts Program* (double match
          up to $7,500 in contributions per year)


-         Retirement Salary Continuation
          Effective January 2002, you will begin receiving Retirement Salary
Continuation payments in the amount of $374,500 per year for 10 years
($31,208.34 per month) through December 2011. If your death should occur during
this period, your beneficiary will receive a lump sum payment of the remaining
Retirement Salary Continuation.

-         Subject to any modifications or termination of these benefits by the
Company and any payments required under the terms of these benefits.