Exhibit 4.65



CANWEST GLOBAL COMMUNICATIONS CORP. AND RELATED COMPANIES



RETIREMENT COMPENSATION ARRANGEMENT PLAN



AMENDED AND RESTATED EFFECTIVE AS OF APRIL 21, 2004



APPROVED ON BEHALF OF



CANWEST GLOBAL COMMUNICATIONS CORP.



|                        |  |  |  |                                 
|----------------------- |  |  |  | --------------------------------
|                        |  | 
|                        |  |  |  |                                 
|Name John E. Maguire    |  |  |  | Name Richard M. Leipsic         
|                        |  | 
|Chief Financial Officer |  |  |  | Vice President & General Counsel
|Title                   |  |  |  | Title                           





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NOTE TO READER



This Agreement was amended on April 21, 2004 to revise paragraph 3.4(a) of the RCA Plan, which formerly stated:



| | (a) | If the Executive dies while still employed with the Company no benefits will be payable under this RCA Plan.
| | ---- | -------------------------------------------------------------------------------------------------------------



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ARTICLE 1

INTERPRETATION



|1.1 | Definitions
|--- | -----------



Unless a different meaning is expressly required by the context, in this Agreement, terms have the meanings ascribed to them below.



Actuarial Equivalent shall mean a benefit of equivalent
value on the basis of assumptions determined by the Actuary.



Actuary shall mean Buck Consultants Limited or such other person or firm from time to time retained by the Company (or, following an event pursuant to Section 2.5 if it is necessary, retained by the Trustee) to provide
actuarial services as may be required from time to time for the purposes of the Trust Fund or the Plan, who is (or, in the case of a firm, one of whose employees or members is) a Fellow of the Canadian Institute of Actuaries.



Additional Pension means, in respect of a particular
Designated Executive, the Additional Pension as defined in the Additional Retirement Arrangement applicable to that particular Designated Executive as specified in Schedule C.



Additional Pension Liabilities means, in respect of a
particular Designated Executive, those liabilities relating to the Additional Pension applicable to that particular Designated Executive.



Additional Retirement Arrangements shall mean, in respect of a particular Designated Executive, the arrangements as specified on
Schedule C, as Additional Retirement Arrangements.



Additional Secured Pension means the Initial Unsecured Pension less the Unsecured Pension.



Additional Secured Pension Liabilities means those liabilities relating to the Additional Secured Pension.



Asper Group means (i) Israel Asper (Asper);
(ii) his spouse; (iii) any lineal descendant of Asper (treating for this purpose, for greater certainty, any legally adopted descendant as a lineal descendant); (iv) the estate of any person listed in clauses (i) to (iii); (v) any trust primarily
for one or more of the lineal descendants of Asper, spouses of such lineal descendants, Asper himself or any spouse or former spouse of Asper, provided that one or more of the persons listed in clauses (i) to (iii) retain dispositive control
of such trust; and (vi) any and all corporations which are directly or indirectly controlled by any one or more of the foregoing; provided that for the purposes of this definition, (a) control of a corporation means the
ownership of, or control or direction over, voting interests with more than 50% of the total voting power entitled (without regard to the occurrence of any contingency) to vote in the election of the board of





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directors of such corporation and the votes attached to such voting interests are sufficient, if exercised, to elect a majority of the board of directors of
such corporation, and (b) spouse includes a persons widow or widower.



Basic Pension Benefit shall mean the normal form of pension benefit, if any, payable to the Executive at the Executives
retirement date under the Basic Pension Plan and funded by the Company, and shall include the amount of any portion of the pension benefit earned by the Executive which has been assigned to or is required to be held for the benefit of the Spouse or
former Spouse of the Executive.



Basic Pension
Plan shall mean the registered pension plan, if any, of which the Executive was a member prior to January 1, 2002 and/or will be a member after January 1, 2002 as indicated on the attached Schedule A, as amended by the Company from time to
time, and shall include any successor or substitute plan or plans of the Company.



CanWest means CanWest Global Communications Corp.



Change of Control means, in relation to any Company, (i) the Asper Group ceases to beneficially own, directly or indirectly, at least
25% of the votes attached to the Companys securities entitled to vote for the election of the Board of Directors; (ii) any Person or related group of persons (other than the Asper Group or any member thereof) shall at any time be, directly or
indirectly, the beneficial owner of a greater percentage of the votes attached to the securities entitled to vote for the election of the Board of Directors than the votes attached to the securities entitled to vote for the election of the Board of
Directors beneficially owned, directly or indirectly, by the Asper Group; (iii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the Companys property and
assets; (iv) the Companys shareholders approve any plan or proposal for the liquidation or dissolution of the Company; or (v) any person shall cause, as a result of any proxy solicitation made otherwise than by or on behalf of management,
Continuing Directors to cease to be a majority of the Board of Directors (where Continuing Directors are (x) members of the original Board of Directors or (y) members appointed or whose nomination is approved by a majority of the
Continuing Directors or nominated at a time that the Continuing Directors form a majority of the Board of Directors).



Company shall mean CanWest Global Communications Corp. and any Participating Employer. Reference in the Plan to any action to be taken,
consent, approval or opinion to be given or decision to be made, shall refer to CanWest Global Communications Corp. acting through its Board of Directors or any person or persons authorized by the Board of Directors for purposes of the Plan. Any
reference herein to the Board of Directors shall mean the Board of Directors of CanWest Global Communications Corp and references to Company in the definition of Change of Control are references to CanWest Global Communications Corp.



Confirmed Event of Default shall have the meaning
ascribed to it in the RCA Trust Agreement.



Continuous Service shall mean the period in completed years and months of the Executives continuous full-time employment with the Company from the RCA



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Continuous Service date for that Executive as designated on Schedule A, to the date of retirement, termination of employment, death, or termination of the
Plan. Continuous service includes any period of time for which an Executive receives benefits under the Companys Long Term Disability Plan. It also includes any period of time for which the Executive is still employed by the Company but
temporarily away from work due to maternity or Company-approved paid leave of absence.



Contributions shall mean the amounts paid by the Company to the RCA Trust in each Year pursuant to the terms of the RCA Trust Agreement, including the amount of the refundable tax eligible under the
Income Tax Act calculated by reference to that contribution.



Designated Additional Pension Amount means all, or that portion, if applicable, of the Additional Pension which is specified in a Request for Immediate Security of Pension Notice to be immediately considered as a pension
payable under the RCA Plan.



Designated Additional
Pension Amount Liabilities means the liabilities relating to the Designated Additional Pension Amount.



Designated Executive means the person listed in Schedule C as a Designated Executive.



Early Retirement Date, for purposes of this RCA Plan,
shall mean the first day of any month coincident with or next following the Executives 50thbirthday, but not
after his/her 62ndbirthday which, at the Executives option, he/she begins to receive Supplementary Benefits.



Earnings shall mean all basic remuneration
paid by the Company to the Executive for work done or services performed in a Fiscal Year, including incentive bonuses (pursuant to a plan) paid in respect of that Fiscal Year, but not including the value of any benefits, special
one-time bonuses, overtime pay, automobile allowances, entertainment allowances or other like allowances or unusual payments, all as determined by the Company acting reasonably. Where the Executive is in receipt of benefits under the
Companys Long-Term Disability Plan, Earnings shall be calculated at the basic annual salary rate applicable to the Executive immediately prior to commencement of Long-Term Disability benefits plus the average of the best three consecutive
annual incentive bonuses the Executive received in the 10 years immediately prior to his commencement of Long-Term Disability benefits. For purposes of this RCA Plan, Earnings for any one Fiscal Year shall not exceed $500,000, or as modified by the
Company from time to time. Notwithstanding the above, if any of the Executives remuneration is paid in a foreign currency, for purposes of establishing the Earnings base for calculation of benefits under this RCA Plan, the Company shall, in
its sole discretion, determine the remuneration in Canadian currency applicable for a position in Canada comparable to the position held by that Executive and such remuneration in Canadian currency shall be deemed to form part of such
Executives remuneration in place of the remuneration received in foreign currency.



Effective Date shall mean January 1, 2002.



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Event of Default shall have the meaning ascribed to it in the RCA Trust Agreement.



Executive shall mean any Senior Executive,
Other Executive or Manager Executive, as determined by the Company and as shown in the attached Schedule A or as designated by the Company from time to time. Such designations as Senior Executive, Other Executive and Manager Executive will become
effective on the first day of January following the date of designation, unless indicated to the contrary in the designation.



Final Average Earnings shall mean the average of the Executives Earnings for the best three consecutive Fiscal Years during which
the Executives Earnings were the highest out of the last 10 Fiscal Years immediately preceding the date on which the Executive retires or terminates, whichever is earlier.



Fiscal Yearshall mean the 12-month period from September 1 of a calendar year to August 31 of the
following calendar year.



Income Tax Act
shall mean the Income Tax Act (Canada) and the regulations thereunder, as amended from time to time.



Initial Unsecured Pension means, in respect of a particular Designated Executive, the Additional Pension determined as at the date the
Letter of Credit is first renewed after the date of the Additional Retirement Arrangements in respect of that Designated Executive.



Letter of Credit shall have the meaning ascribed to it in the RCA Trust Agreement.



Long-Term Disability Plan shall mean, for the purposes of
this RCA Plan, the Long-Term Disability Plans, if any, sponsored by the Company from time to time.



Manager Executiveshall mean any executive of the Company designated by the Company from time to time as a Manager Executive for the
purposes of this RCA Plan.



Normal Retirement
Date, for purposes of this RCA Plan, shall mean the first day of the month coincident with or next following the Executives 62ndbirthday, or such later date as agreed between the Company and the Executive.



Other Executiveshall mean any executive of the Company designated by the Company from time to time as an Other Executive for the
purposes of this RCA Plan.



Participating
Employer means any subsidiary, associated, predecessor and successor companies as may be designated by CanWest Global Communications Corp. from time to time as designated on Schedule B.



Person means any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government (including any agency or political subdivision thereof).



Qualifying Bank shall mean a Schedule I Bank under the Bank Act(Canada).



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RCA Plan shall mean this CanWest Global Communication Corp. and Related Companies
Retirement Compensation Arrangement Plan (2003), as the same may be amended from time to time.



RCA Trust shall mean the Retirement Compensation Arrangement Plan Trust established in relation to the RCA Plan.



RCA Trust Agreement shall mean the agreement establishing
the RCA Trust, as the same may be amended from time to time.



RCA Trusteeshall mean the trust company or any successor RCA Trustee appointed pursuant to the RCA Trust Agreement.



Renewal Dateshall have the meaning ascribed to that term in the RCA Trust Agreement.



Request for Immediate Security of Pension Notice means a
notice from a Designated Executive or the Designated Executives spouse, if applicable, directed to CanWest requiring that all or a portion of the Additional Pension that should be immediately considered as a pension payable under and a
liability under the RCA Plan.



Senior Executiveshall mean any executive of the Company designated by the Company from time to time as a Senior Executive for the purposes of this RCA Plan.



Spouseshall have the same meaning as defined in the Income Tax Act.



Supplementary Benefitsshall mean the pension benefits determined in accordance with Section 3.



Unsecured Pension means the portion of the
Initial Unsecured Pension, as specified in the Waiver Notice, to be considered as a pension payable under the Additional Retirement Arrangements, and not a pension payable under or a liability under this RCA Plan.



Voting Security shall mean any security carrying the
right to vote for the election of directors of a body corporate either under all circumstances or under some circumstances, one or more of which has occurred and is continuing.



Waiver Notice means a notice from a Designated Executive or the Designated Executives spouse, if
applicable, directed to CanWest specifying the portion of the Initial Unsecured Pension to be considered as a pension payable under the Additional Retirement Arrangements, and not a pension payable under or a liability under this RCA Plan.



Words importing the singular shall include the plural and
vice versa and words importing the masculine gender shall extend to and include the feminine gender and/or body corporate, unless the context in which a particular word is used clearly requires otherwise.



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All other terms that are defined in Section 1.1 of the RCA Trust Agreement and which appear in this RCA
Plan as capitalized terms, have the same meanings ascribed to them in such RCA Trust Agreement.



|1.2 | Governing Law
|--- | -------------



This RCA Plan shall be governed by and interpreted in accordance with the laws of the Province of Manitoba and the laws of Canada applicable therein and
the courts of the Province of Manitoba shall be the sole and proper forum with respect to any suits brought with respect to this RCA Plan.



|1.3 | Records
|--- | -------



Wherever the records of the Company are used for the purposes of this RCA Plan, such records shall be conclusive of the facts for which they are
recommended.



|1.4 | Prior Plans
|--- | -----------



This RCA Plan supersedes and replaces all prior plans (except, for greater certainty, any individual pension plans existing at the Effective Date in
relation to any Executive) in connection with the subject matter hereof. Effective January 1, 2002, a Senior Executive will no longer participate in the Basic Pension Plan, if any, applicable to that Senior Executive and the provision of the
Supplementary Benefits outlined in this RCA Plan is intended to be in fulfilment of the obligations and undertakings made and given to the Senior Executive, if any, in connection with his/her pension entitlement.



Furthermore, for greater certainty, effective January 1, 2002, the Other
Executives and Manager Executives will participate in the Basic Pension Plan whether or not they were participants prior to January 1, 2002.



|1.5 | Interpretation of RCA Plan
|--- | --------------------------



Questions requiring the interpretation of this RCA Plan may arise from time to time, and the Company, in consultation with the Actuary, shall have the
right to interpret in a manner consistent with the efficient administration of the RCA Plan, and such interpretation fairly, reasonably and equitably applied to the Executives of the Company, shall be final and conclusive.



|1.6 | Effect of RCA Plan
|--- | ------------------



Nothing herein shall constitute an agreement or undertaking by the Executive to remain in the employ of the Company for any specific period of time, nor
an agreement or undertaking by the Company to employ the Executive for any specific period of time.



|1.7 | Effective Date of Plan
|--- | ----------------------



The Supplementary Benefits described in this RCA Plan apply to any Executive who retires, dies, or otherwise terminates employment on or after the
Effective Date.



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ARTICLE 2

CREATION AND PURPOSE OF THE RCA PLAN



|2.1 | Purpose of the RCA Plan
|--- | -----------------------



The purpose of the RCA Plan is to provide the Executive with Supplementary Benefits on retirement, resignation or termination by the Company prior to
retirement in a manner that, as closely as possible on an after-tax basis, ensures that the Executive will receive Supplementary Benefits as if such Supplementary Benefits were provided directly from a registered pension plan.



|2.2 | The Purpose of and Funding of the RCA Trust
|--- | -------------------------------------------



The purpose of the RCA Trust is to provide security for payment by the Company of the Supplementary Benefits and, in certain circumstances, of benefits
under the Additional Retirement Arrangements in order of priority as set out in the RCA Trust. Such security shall be provided through Letters of Credit as contemplated under the RCA Trust Agreement and in this regard, the Company shall:



| | (a) | Make all payments of fees, disbursements and expenses as contemplated by the RCA Trust Agreement and shall take all steps necessary, including providing such guarantees or other
assurances as may be required and shall make a Contribution to the RCA Trust sufficient to enable the RCA Trustee to purchase the initial Letter of Credit as provided in the RCA Trust Agreement.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Annually on or before each successive Renewal Date, the Company shall again make all payments of fees, disbursements and expenses as contemplated by the RCA Trust Agreement and take
all steps necessary, including providing such guarantees or other assurances as may be required and shall make a Contribution sufficient to enable the RCA Trustee to purchase a renewal or replacement Letter of Credit as provided for in the RCA Trust
Agreement.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2.3 | Letter of Credit
|--- | ----------------



The Company shall:



| | (a) | Make arrangements enabling the Trustee to obtain an initial Letter of Credit as provided for in the RCA Trust Agreement.
| | --- | ------------------------------------------------------------------------------------------------------------------------



| | (b) | Prior to the Renewal Date of the initial Letter of Credit, and thereafter prior to the Renewal Date of each succeeding Letter of Credit, make arrangements enabling the Trustee to
renew or replace the Letter of Credit as provided for in the RCA Trust Agreement.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|2.4 | RCA Plan Entitlement
|--- | --------------------



The RCA Trustee may be obliged to reclaim part or all of the Refundable Tax in order to make any required disbursements to the Executive or any other
person entitled to a benefit from this RCA Plan. The full amount of the interim or final disbursement may therefore be delayed until such time as the RCA Trustee has received certain Refundable Tax from the Government of Canada.



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ARTICLE 3

RCA PLAN ENTITLEMENT



|3.1 | Normal Retirement Benefit
|--- | -------------------------



Commencing 30 days after retirement on or after the Executives Normal Retirement Date, the Executive shall be entitled to receive Supplementary
Benefits under this RCA Plan, in the Normal Form as described in Section 3.6 below. The annual amount of such Supplementary Benefits shall be determined as the excess of (a) over (b) where:



| | (a) | is 2.25% for Senior Executives (2.0% for Other Executives and 1.75% for Manager Executives) of the Executives Final Average Earnings multiplied by the Executives
Continuous Service; and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | is the annual amount of actual pension benefit, if any, payable to the Executive, under the Basic Pension Plan as at the date of his or her retirement provided that, if the normal
form of pension under the Basic Pension Plan is different than the Normal Form for the RCA Plan as outlined in Section 3.6 herein, the amount of the actual pension benefit payable under the Basic Pension Plan shall be converted to the Normal Form
outlined in Section 3.6, on an Actuarial Equivalent basis, for purposes of determining this offset benefit.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



For an Executive who is a Manager Executive or Other Executive at one point in his/her career and subsequently becomes a higher-level Executive, the
benefit formula above for the higher-level Executives will apply in respect of the entire period of the Executives Continuous Service.



|3.2 | Early Retirement Benefit
|--- | ------------------------



If the Executive retires on an Early Retirement Date, he/she shall, commencing 30 days after such Early Retirement Date, be entitled to receive an annual
pension equal to the Supplementary Benefits determined in accordance with Section 3.1, reduced by 1⁄2% for each month that his/her Early Retirement Date precedes the date of his/her attainment of age 62. This benefit will be based on his/her
Final Average Earnings and Continuous Service up to his/her Early Retirement Date. The amount of the reduction may be reduced (i.e. producing a greater pension) as determined by the Company in its sole discretion.



|3.3 | Disability Benefit
|--- | ------------------



If the Executive is eligible to receive payment of long term disability benefits under the Companys Long-Term Disability Plan, notwithstanding any
termination of the Executives employment with the Company as a result of his disability, the Executive shall be deemed to continue to accrue Continuous Service for the purpose of this RCA Plan until the Executive ceases to be eligible to
receive payment of such long-term disability benefits, at which time, if the Executive does not return to work, the Executive shall be entitled to receive Supplementary Benefits determined in accordance with



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Section 3.1 or 3.2, as the case may be, based on his Continuous Service and Final Average Earnings up to the date that his long-term disability payments
cease.



|3.4 | Death Before Retirement
|--- | -----------------------



| | (a) | If the Executive dies while still employed with the Company, then:
| | --- | ------------------------------------------------------------------



| | (A) | if the Executive has not completed at least 5 years of Continuous Service, no benefits will be payable under this RCA Plan.
| | --- | ---------------------------------------------------------------------------------------------------------------------------



| | (B) | if the Executive has completed at least 5 years of Continuous Service, the estate of the Executive shall be entitled to receive a lump sum payment equal to the actuarial liability
for the Supplementary Benefits which the Executive would have been entitled to receive if he or she had lived to his/her Normal Retirement Date, based on the Executives Final Average Earnings and Continuous Service at his/her date of death.
The amount of such lump sum payment will be determined by the Company on the advice of the Actuary.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | If the Executive dies on or after the date he/she terminates employment with the Company and the Executive has not received any payment of Supplementary Benefits or any lump sum
payment in lieu of Supplementary Benefits, then:
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (A) | if the date of termination of employment occurred prior to the Executives earliest possible Early Retirement Date, the estate of the Executive shall be entitled to receive a
lump sum payment equal to the actuarial liability for the Supplementary Benefits which the Executive would have been entitled to receive if he or she had lived to his/her Normal Retirement Date. The amount of such lump sum payment will be determined
by the Company on the advice of the Actuary.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (B) | if the date of termination of employment occurred on or after the Executives earliest possible Early Retirement Date, the estate of the Executive shall be entitled to receive
a lump sum payment equal to the actuarial liability for the Supplementary Benefits which the Executive would have been entitled to receive if he or she had commenced to receive his/her Supplementary Benefits on the day of his/her death, calculated
in accordance with Section 3.2. The amount of such lump sum payment will be determined by the Company on the advice of the Actuary and the Actuary shall include in the determination of the lump sum amount an appropriate allowance for the lesser of
(i) the taxes that would have been payable by the Executive had he or she received such lump sum payment on the date of his or her death; and (ii) the taxes payable by the Executives estate in respect of such lump sum payment.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|3.5 | Death After Retirement
|--- | ----------------------



If the Executive dies after commencement of his/her Supplementary Benefits, a death benefit shall be paid, if required, in accordance with the form of
benefit elected by the Executive for the payment of the Supplementary Benefits.



|3.6 | Normal Form of Supplementary Benefits
|--- | -------------------------------------



The pension payable in accordance with Section 3.1 or 3.2, as the case may be, shall be paid monthly (1/12thof the annual pension) in the form of a lifetime pension, ceasing upon the Executives death.



|3.7 | Optional Forms of Payment of Supplementary Benefits
|--- | ---------------------------------------------------



In lieu of the pension payable under the Normal Form as described in Section 3.6 above, the Executive may, by giving written notice to the Company at
least 6 months prior to commencement of the payment of the Supplementary Benefits, elect to have the Supplementary Benefits paid in one of the optional forms as follows:



| | (i) | Life Annuity Guaranteed
| | --- | -----------------------



The Supplementary Benefit shall be paid in monthly installments with the first installment falling due on the Executives retirement date and the
last installment falling due on the monthly due date immediately preceding the Executives death, provided however, that if the Executive should die before receiving a total of (60, 120, 180, or 240, whichever is elected) monthly installments,
his/her designated beneficiary, or his/her estate if no beneficiary has been designated, will continue to receive monthly installments until the balance of the (60, 120, 180, or 240, whichever is elected) monthly installments has been received.



| | (ii) | Joint and Survivor Annuity
| | ---- | --------------------------



The pension shall be paid in monthly installments throughout the Executives retired lifetime and should he/she be survived by his/her spouse,
monthly installments of the same (or reduced, as elected) amount shall be payable to such spouse for his/her remaining lifetime.



| | (iii) | Other Options
| | ----- | -------------



The Company, at its sole discretion, may approve such other options as may be elected by an Executive.



Under each Optional form, the amount of benefit payable shall be determined
as the Actuarial Equivalent of the Supplementary Benefit that would be payable under the Normal Form described in Section 3.6 above.



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|3.8 | Termination of Employment
|--- | -------------------------



If:



| | (a) | the Executive voluntarily terminates employment prior to his/her Normal Retirement Date; or
| | --- | -------------------------------------------------------------------------------------------



| | (b) | the Executive is terminated from his employment prior to his/her Normal Retirement Date, whether with or without cause:
| | --- | -----------------------------------------------------------------------------------------------------------------------



then, in each such case, provided the Executive has completed at least 5
years of Continuous Service, he shall 30 days after the date he terminated employment, be entitled to receive Supplementary Benefits commencing 30 days after his Normal Retirement Date calculated in accordance with Section 3.1, based on his Final
Average Earnings and Continuous Service to the date of termination. At the sole discretion of the Company, where an Executive terminates employment prior to his/her Early Retirement Date, or where the Executive terminates employment on or after
his/her Early Retirement Date and does not retire under section 3.2, the Company may offer to the Executive the option to elect to receive his/her Supplementary Benefits on a date between his/her Early Retirement Date and his/her Normal Retirement
Date, with such Supplementary Benefits calculated in accordance with Section 3.2.



|3.9 | Payment Options
|--- | ---------------



At the sole discretion of the Company, in lieu of a pension payable in accordance with Section 3.1, 3.2, or 3.8 as the case may be, the Company may, upon
the Executives retirement or termination of employment, offer to the Executive the option to make an irrevocable decision, prior to the date the Executive becomes entitled to receive the Supplemental Benefits, to receive a lump sum payment
equal to the actuarial liability for the Supplementary Benefits as a full discharge of the obligation to provide the Supplementary Benefits. Such payment option shall be based on the Executives Final Average Earnings and Continuous Service at
his/her date of retirement or termination as the case may be. The amount of the lump sum payment will be determined by the Company on the advice of the Actuary.



In the case of an Executive who terminates employment after reaching his/her Early Retirement Date, the Actuary shall
include in the determination of the lump sum amount an appropriate allowance for the tax impact on the Executive of receiving an immediate lump sum payment instead of the monthly Supplementary Benefits.



If the Executive terminates employment before reaching his/her Early
Retirement Date, the Actuary shall not include any allowance for the tax impact on the Executive of receiving an immediate lump sum payment instead of the monthly Supplementary Benefits unless the Company, in its sole discretion, directs the Actuary
to do so.



Where an Executive is given the option to receive a
lump sum payment it shall be the responsibility of such Executive to obtain independent legal, financial and tax advice in relation to the legal, financial and tax implications of electing or not electing to receive such lump sum payment.



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|3.10 | No Benefits Payable if less than 5 years Continuous Service
|---- | ------------------------------------------------------------



Notwithstanding anything stated above in this Section 3, but subject to Section 3.11 and 4.2 below, no benefits will be payable under this RCA Plan unless
the Executive has completed at least 5 years of Continuous Service at the date of termination or retirement.



|3.11 | Change of Control
|---- | -----------------



Notwithstanding any other provision of this RCA Plan, if a Change of Control occurs, then if, at any time subsequent to the Change of Control, the
Executive either retires or voluntarily terminates employment prior to retirement or the Executive is terminated by the Company from his employment prior to his retirement, whether with or without cause, the Executive shall, 30 days after such
termination, be entitled to receive Supplementary Benefits payable 30 days after his Normal Retirement Date calculated in accordance with Section 3.1, whether or not the Executive has 5 years of Continuous Service at the date of termination or
retirement.



|3.12 | Optional Forms of Payment of Supplementary Benefits on Change of Control
|---- | ------------------------------------------------------------------------



Notwithstanding any other provision of this RCA Plan, if a Change of Control occurs, then in lieu of the pension payable in
accordance with section 3.1, 3.2 or 3.8 as the case may be, the Executive may, by giving written notice to the Company within 30 days of the date of his/her retirement or termination of employment, whether the Executive voluntarily terminates
employment or the Executive is terminated by the Company from his employment, whether with or without cause, irrevocably elect that the Supplementary Benefits payable under this RCA Plan be paid as a lump sum payment equal to the actuarial liability
for the Supplementary Benefits. Such lump sum amount shall be determined by the Actuary and shall include an appropriate allowance for the tax impact on the Executive of receiving an immediate lump sum payment instead of the monthly Supplementary
Benefits. Such lump sum payment shall be made, not less than 30 days following the later of (i) the date of the Executives retirement from the Company, or the date of the termination of the Executives employment from the Company, as the
case may be and (ii) the date the Company receives the Executives written notice electing to receive a lump sum payment.



Where an Executive is given the option to receive a lump sum payment it shall be the responsibility of such Executive to obtain independent legal,
financial and tax advice in relation to the legal, financial and tax implications of electing or not electing to receive such lump sum payment.



|3.13 | Additional Pension
|---- | ------------------



| | (a) | Subject to Section 3.13(b) and Section 3.13(c) and Section 3.13(d) and Section 3.13(e), the Additional Pension in respect of any Designated Executive shall be deemed to be a pension
payable under this RCA Plan.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | If the Designated Executive provides to CanWest Global Communications Corp. a Waiver Notice then, subject to Section 3.13(d) and Section 3.13(e), such portion of
the Additional Pension as may have been specified in the Waiver Notice shall
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | be deemed to be a pension payable under and a liability under the Additional Retirement Arrangements and shall not be a pension payable under or a liability
under this RCA Plan.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | If the Designated Executive has elected a form of pension under Section 3.7, which involves the payment of a surviving pension to the Designated Executives spouse on the
Designated Executives death, and if, after the death of the Designated Executive, the Designated Executives spouse who is entitled to payments under the joint and survivor annuity provides to CanWest Global Communications Corp. a Waiver
Notice then, subject to Section 3.13(d), such portion of the Additional Pension as specified in the Waiver Notice shall be deemed to be a pension payable under and a liability under the Additional Retirement Arrangements and shall not be a pension
payable under or a liability under this RCA Plan.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | Any Waiver Notice shall only be effective for the period from the date of the Waiver Notice until the beginning of the day immediately following the thirteenth (13th) month
following the Renewal Date (as defined in the RCA Trust Agreement) which first occurs after the date of the Waiver Notice (which immediately following day is referred to as the Automatic Lapse of Notice Date), provided that if a
Confirmed Event of Default has occurred prior to the Automatic Lapse of Notice Date, such Waiver Notice shall continue to be effective after the Automatic Lapse of Notice Date, unless and until the face amount of the Letter of Credit includes an
amount equal to the Additional Secured Pension Liabilities, in which case such Waiver Notice shall be deemed to have expired upon the date the face amount of the Letter of Credit includes an amount equal to the Additional Secured Pension
Liabilities. For greater certainty, if the Designated Executive dies after the date of the Waiver Notice, the Waiver Notice shall continue to be effective in accordance with this section, notwithstanding the death of the Designated Executive.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) | At any time a Designated Executive or, after the Designated Executives death, if the Designated Executive elected a form of pension under Section 3.7 which involves the
payment of a surviving pension to the Designated Executives spouse, the spouse of the Designated Executive, may give to CanWest Global Communications Corp. a Request for Immediate Security of Pension Notice, or may revoke and replace a Request
for Immediate Security of Pension Notice, and when, and only when, the face amount of the Letter of Credit is increased by the Increase Pension Security Amount Liabilities, the Increase Pension Security Amount shall, notwithstanding the existence of
a Waiver Notice, be deemed to be a pension payable under the RCA Plan. For greater certainty, if the Designated Executive dies after a Request for Immediate Security of Pension Notice is given to CanWest Global Communications Corp., the Request for
Immediate Security of Pension Notice shall continue to be effective in accordance with this section, notwithstanding the death of the Designated Executive, unless waived by the Designated Executives spouse.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



15



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ARTICLE 4

GENERAL



|4.1 | Amendment
|--- | ---------



| | (a) | Subject to (b) and (c) below, the Company reserves the right to amend this RCA Plan in whole or in part, at any time provided that it obtains the written consent of any Executive
whose accrued benefits would be adversely affected by the amendment. Such amendments may be effected by resolution of the Board of Directors or, in relation to Schedule A by resolution of the Board of Directors or by instrument in
writing executed by such senior officers of the Company who have been given authority to amend Schedule A.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | The Company, on written notice to the Executives, may amend this RCA Plan as a result of a change in income tax or other applicable legislation, or interpretation thereof, and such
amendment may take place as of the same effective date as the change in legislation, or interpretation thereof. Such amendment will not require the consent of any Executive so long as such amendment does not have any material adverse effect on the
Supplementary Benefits to be provided to the Executive hereunder and accrued to the date such amendment is made or on the security arrangements made to assure the payment of the said Supplementary Benefits.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | Notwithstanding anything to the contrary herein, the Company may not amend the definition of Change of Control, Supplementary Benefits or Voting
Security, Sections 2.1, 2.2 or 2.3, Sections 3.1, 3.2, 3.3, 3.5, 3.6, 3.7, 3.11, or 3.12 or this section 4.1 of this RCA Plan, or Schedule C to this RCA Plan, or such other provisions of this RCA Plan as might directly or indirectly adversely
affect the Supplementary Benefits to be provided to the Executive hereunder and accrued to the date such amendment is made or on the security arrangements made to assure the payment of the said Supplementary Benefits on a Change of Control without
the written consent of the Executives who would be adversely affected by such amendment.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4.2 | Termination of RCA Plan
|--- | -----------------------



This RCA Plan may be terminated at any time by the Company, subject to the Company maintaining arrangements to adequately secure the Supplementary
Benefits accrued to date of termination of the RCA Plan, whether by a Letter of Credit or otherwise, provided such arrangements are acceptable to the Executive, acting reasonably.



Where a Confirmed Event of Default has occurred, which has resulted in the Trustee making a full demand under the Letter of
Credit, the RCA Plan shall be deemed to be terminated on the date such demand is made and the Executive shall be deemed to have terminated employment or retired on the date of the termination of the RCA Plan and a lump sum payment shall be made to
each Executive equal to the actuarial liability for



16



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Supplementary Benefits payable in accordance with Section 3.1, 3.2, or 3.8 as the case may be. The amount of such lump sum payment shall be as determined by
the Actuary and the Actuary shall include an appropriate allowance for the tax impact on the Executive of receiving an immediate lump sum payment instead of the monthly Supplementary Benefits. Such lump sum payment will represent a full discharge of
the Companys obligations to the Executive under this RCA Plan.



Where an Executive is given the option to receive a lump sum payment it shall be the responsibility of such Executive to obtain independent legal, financial and tax advice in relation to the legal, financial and tax implications of electing
or not electing to receive such lump sum payment.



Where this
RCA Plan is terminated as contemplated by this section 4.2, each Executive shall be fully vested in his or her benefits under this RCA Plan as of the date of the termination of the RCA Plan, irrespective of whether or not the Executive has completed
5 years of Continuous Service at the date of the termination of the RCA Plan.



For greater certainty, after all of the obligations of the RCA Plan have been satisfied, the Company shall be entitled to any amounts remaining in the RCA Trust and the RCA Trustee shall remit to the Company for its
absolute use and benefit, the balance of the RCA Trust.



|4.3 | Information to be Provided Before Benefits Paid
|--- | -----------------------------------------------



Payment of the Supplementary Benefits or other benefits from this RCA Plan shall not be made until the person entitled to the payment delivers to the
Company or the RCA Trustee, as applicable, reasonable proof or evidence of the facts necessary to calculate the Supplementary Benefits or other benefits.



|4.4 | Interest Not Transferable or Assignable
|--- | ---------------------------------------



Except with respect to withholding tax or as otherwise required by Section 4.6 of this RCA Plan, all benefits and entitlements provided hereunder are for
the use and benefit of the Executive and are not capable of being assigned, sold, transferred, pledged, hypothecated, given as security or otherwise alienated or encumbered during the lifetime of the Executive, and shall not be subject to
attachment, garnishment, set-off, deduction, execution or seizure by or on behalf of the creditors of the person entitled to payment hereunder. For greater certainty, the Company shall not, as a result of this RCA Plan, be liable for or subject to
the debts, contracts, liabilities, engagements or torts of any person entitled to a payment hereunder.



|4.5 | Incompetence
|--- | ------------



If, in the opinion of the Company, any person receiving or entitled to receive a benefit under this Agreement is, as a result of physical or mental
infirmity, incapable of managing his affairs, and no guardian, committee or other representative of the estate of such a person has been duly appointed by a court of competent jurisdiction, the Company may, on the advice of competent legal counsel,
authorize any payment to which the person is entitled, to be made to his Spouse, child or other person on his behalf or to a



17



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court of competent jurisdiction and such payment shall be a complete discharge of the obligation under this Agreement to make such payment. The reasonable
expenses incurred by the Company in order to effect payment shall be paid by the Company.



|4.6 | Payments Subject to Tax Withholding, Set-Offs, Etc.
|--- | ---------------------------------------------------



The Company may require a retention by way of deduction or set-off out of any amount that may be or is payable under this Agreement if:



| | (a) | a statute so provides; or
| | --- | -------------------------



| | (b) | a court order so requires.
| | --- | --------------------------



The amount to be set-off or deducted shall not exceed the amount of the indebtedness plus interest or the amount specified in the statute or court order.



|4.7 | Severability
|--- | ------------



If any provision of this RCA Plan is ever held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions
of this RCA Plan, and this RCA Plan shall be construed and enforced as if such illegal or invalid provision had never formed part hereof.



|4.8 | No Enlargement of Employment Right
|--- | ----------------------------------



Nothing in this RCA Plan shall be construed to give to the Executive or to any person claiming through the Executive any right, title or interest in or to
any assets, profits, earnings, or property of the Company except as specifically provided herein. This RCA Plan does not enlarge any rights which the Executive may have as an employee apart from this RCA Plan. If this RCA Plan is terminated in whole
or in part, or any provision of benefits under this RCA Plan is merged or consolidated with the provision of benefits under any other plan, or if the employment of the Executive is terminated or if his employment status changes, the Executive shall
have only such rights as are specifically defined and provided for in this RCA Plan, subject to any statutory requirements which may apply to this RCA Plan at any time.



|4.9 | Termination of Employment
|--- | -------------------------



Nothing herein contained shall prevent the Company from terminating the Executives employment with the Company at any time with or without cause.



|4.10 | Notice
|---- | ------



Any notice or other communication required or permitted hereunder shall be in writing and shall be effectively given if delivered personally, sent by
registered mail, postage



18



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prepaid, or by facsimile or other means of electronic communication (if, in the case of the Executive, a facsimile number has been provided) addressed:



| | (a) | If to the Executive, to:
| | --- | ------------------------



His/her current home address as indicated in the Companys records



| | (b) | If to the Company, to:
| | --- | ----------------------



CanWest Global Communications Corp.

31stFloor TD Centre

201 Portage Avenue

Winnipeg, Manitoba

R3B 3L7



Attention: Mr. John Maguire, Vice President, Finance and CFO



Facsimile: (204) 947-9841



19



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As of August 11, 2003



CANWEST GLOBAL COMMUNICATIONS CORP. AND RELATED
COMPANIES



RETIREMENT COMPENSATION ARRANGEMENT PLAN



SCHEDULE A



|                      |  |                                                                                            |                    |                                        
|--------------------- |  | ------------------------------------------------------------------------------------------ | ------------------ | ---------------------------------------
|Senior Executives     |  | Basic Pension Plan(s)                                                                      |                    | RCA Continuous ServiceCommencement Date
|                      | 
|(Tier 1)              |  |                                                                                            |                    |                                        
|Asper, Gail           |  |                                                                                            |                    | April 1, 1989                          
|Asper, Israel         |  |                                                                                            |                    | January 1, 1977                        
|Asper, Leonard        |  |                                                                                            |                    | February 1, 1994                       
|Burgis, John (note 1) |  | Global *                                                                                   |                    | August 1, 1981                         
|Camilleri, Rick       |  |                                                                                            |                    | July 1, 2002                           
|Hoover, Doug          |  |                                                                                            |                    | January 1, 1983                        
|Maguire, John         |  |                                                                                            |                    | September 1, 1990                      
|Noble, Gerry          |  | Retirement Plan for Management & Non- Bargaining Unit Employees of CanWest Television Inc. |                    | April 29, 1985                         
|Strike, Tom           |  |                                                                                            | August 1, 1986    
|Tomik, Jack (note 1)  |  |                                                                                            | September 29, 1980



|* | Global Communications Limited Employees Pension Plan
|- | -----------------------------------------------------



Note 1: For these employees, participation in a Basic Pension Plan, if any, ceased effective December 31, 2001.





---

As of August 11, 2003



Schedule A (Contd)



|                   |  |                                      |  |                                        
|------------------ |  | ------------------------------------ |  | ---------------------------------------
|Other Executives   |  | Basic Pension Plan (s)               |  | RCA Continuous ServiceCommencement Date
|                   | 
|(Tier 2)           |  |                                      |  |                                        
|Allnut, Allan      |  | CanWest for Former Thomson Employees |  | January 1, 2003                        
|Bonar, Doug        |  | Global *                             |  | April 21, 1975                         
|Elliott, Geoff     |  | Global *                             |  | December 12, 1999                      
|Ethans, Harry      |  | Global *                             |  | February 1, 2002                       
|Gaynor, Dan        |  | CanWest Publications                 |  | January 1, 2003                        
|Goldstein, Ken     |  | Global *                             |  | September 1, 2001                      
|Hetherington, Rick |  | Global *                             |  | August 31, 1992                        
|Johnson, Ken       |  | Global *                             |  | March 27, 1980                         
|Johnson, Cam       |  | Global *                             |  | May 1, 1974                            
|Leipsic, Richard   |  | Global *                             |  | January 4, 1999                        
|Miller, Kim        |  | Global *                             |  | January 1 , 2002                       
|Smith, Larry       |  | CanWest Publications                 |  | February 12, 2002                      
|Wicks, Clyde       |  | CanWest Publications                 |  | January 1, 2003                        



|* | Global Communications Limited Employees Pension Plan
|- | -----------------------------------------------------



2



---

As of August 11, 2003



Schedule A (Contd)



|                    |  |                       |  |                                        
|------------------- |  | --------------------- |  | ---------------------------------------
|Manager Executives  |  | Basic Pension Plan(s) |  | RCA Continuous ServiceCommencement Date
|                    | 
|(Tier 3)            |  |                       |  |                                        
|Bell, Charlotte     |  | Global *              |  | January 1, 1997                        
|Clark, Ron          |  | CanWest Publications  |  | January 1, 2003                        
|Culligan, John      |  | Global *              |  | June 21, 1999                          
|Cunningham, Sue     |  | Global *              |  | October 11, 1994                       
|Desloges, Pierre    |  | Global *              |  | March 5, 2001                          
|Eger, Doug          |  | Global *              |  | March 26, 2001                         
|Harrod, Pamela      |  | Global *              |  | November 15, 1999                      
|Hassenrueck, Wally  |  | Global *              |  | February 19, 2001                      
|Ivers, Adam         |  | Global *              |  | January 17, 2001                       
|Fletcher, Celese    |  | Global *              |  | August 13, 1979                        
|Leslie, Bruce       |  | Global *              |  | November 1, 1998                       
|Lock, Marlene       |  | Global *              |  | September 13, 2000                     
|Maavara, Gary       |  | Global *              |  | September 1, 1999                      
|MacDonald, Ken      |  | Global *              |  | May 9, 1994                            
|Martin, Andrew      |  | CanWest Publications  |  | January 1, 2003                        
|Mawhinney, Loren    |  | Global *              |  | April 16, 1985                         
|McLean, Greg        |  | Reginal Leader Post   |  | January 1, 2003                        
|Munro, Lynn         |  | National Post         |  | January 1, 2002                        
|Murdoch, Davis      |  | Global *              |  | June 1, 2001                           
|Scott, Ken (Note 2) |  | Global *              |  | April 22, 1987                         
|Swail, David        |  | National Post         |  | January 1, 2003                        
|Whyte, Ken          |  | National Post         |  | April 1, 2002                          



|* | Global Communications Limited Employees Pension Plan
|- | -----------------------------------------------------



|Note 2: | Ken Scott also has a pension benefit accrued related to a previous period of participation in the Global Communications Limited Employees Pension Plan from August 1, 1987
to February 27, 1998. This pension amount will also be taken into account in determining histotalpension from all sources.
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Name Changed: Celese Ivey changed to Celese Fletcher

Removed: Bruce MacCormack



3



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Schedule B



List Participating Employers



Name of Participating Employer



CanWest Media Inc



Global Television Network Inc.



CanWest Global Broadcasting Inc.



CanWest Media Sales Limited



Canwest Direction Ltd.



2846551 Canada Inc.



Global Communications Limited



CanWest Publications Inc.





---



Schedule C



|                     |  |                                                                                                                                                              
|-------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|Designated Executive |  | Additional Retirement Arrangements                                                                                                                           
|                     | 
|Israel Asper         |  | Pension Agreement dated August 11, 2003 between CanWest Global Communications Corp., CanWest Media Inc., CanWest Direction Ltd., Israel Asper and R.M. Asper.