LETTER AGREEMENT



 





Exhibit 4.8




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.



 









 






	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




 









 






	 	 	 	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
	 	 	 	 	 	 







 









 





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.




 









 





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.