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                                                                    Exhibit 4.49

                                                                   FINAL VERSION

            CANWEST GLOBAL COMMUNICATIONS CORP. AND RELATED COMPANIES

           RETIREMENT COMPENSATION ARRANGEMENT PLAN (JANUARY 1, 2002)

                              APPROVED ON BEHALF OF

                       CANWEST GLOBAL COMMUNICATIONS CORP.

  /s/ JOHN E. MAGUIRE                           /s/ RICHARD M. LEIPSIC
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Name  John E. Maguire                         Name  Richard M. Leipsic

Chief Financial Officer &                     Vice President & General Counsel
V.P., Finance                                 ----------------------------------
--------------------------------              Title
Title

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                                                                   FINAL VERSION

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                              1    INTERPRETATION
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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.

         "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 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.

         "CHANGE OF CONTROl" means (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 of the Company; (ii) any Person or related

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         group or 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 Company's securities
         entitled to vote for the election of the Board of Directors than the
         votes attached to the Company's securities entitled to vote for the
         election of the Board of Directors beneficially owned, directly or
         indirectly, by the Asper Group; (iv) 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; (v) the
         Company's shareholders approve any plan or proposal for the liquidation
         or dissolution of the Company; (vi) 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.

         "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 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.

         "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 50th birthday, but not after his/her 62nd birthday 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

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         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.

         "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.

         "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 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 62nd birthday, or such later date as agreed between the
         Company and the Executive.

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         "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).

         "RCA PLAN" shall mean this Retirement Compensation Arrangement Plan, as
         the same may be amended from time to time.

         "RCA TRUST" shall mean the Retirement Compensation Arrangement Plan
         Trust.

         "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.

         "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.

         "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.

         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.

         All other terms that are defined in Section 1.01 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.

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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
         fulfillment 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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                  2     CREATION AND PURPOSE OF THE RCA PLAN
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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. 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.

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

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         therefore be delayed until such time as the RCA Trustee has received
         the Refundable Tax from the Government of Canada.

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                         3    RCA PLAN ENTITLEMENT
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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 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 Section 3.1 or

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         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 no
                  benefits will be payable under this RCA Plan.

         (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.

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.

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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 (1/12th of 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.

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:

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         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.

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.

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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.

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                                4     GENERAL
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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" 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 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 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

                                       13

<PAGE>

         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

                                       14

<PAGE>

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

                                       15

<PAGE>

         (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.
                  31st Floor TD Centre
                  201 Portage Avenue
                  Winnipeg, Manitoba
                  R3B 3L7

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

                  Facsimile:  (204) 947-9841

                                       16

<PAGE>

                                                           AS OF JANUARY 1, 2002

            CANWEST GLOBAL COMMUNICATIONS CORP. AND RELATED COMPANIES

                    RETIREMENT COMPENSATION ARRANGEMENT PLAN

                                   SCHEDULE A

<TABLE>
<CAPTION>
                                                                           RCA CONTINUOUS SERVICE
SENIOR EXECUTIVES                                                          ----------------------
-----------------                     BASIC PENSION PLAN(S)                   COMMENCEMENT DATE
    (TIER 1)                          ---------------------                   -----------------
<S>                              <C>                                       <C>
Asper, Gail                                                                      April 1, 1989
Asper, Israel                                                                   January 1, 1977
Asper, Leonard                                                                  February 1, 1984
Burgis, John (note 1)                      Global *                              August 1, 198l
Hoover, Doug                                                                    January 1, 1983
Maguire, John                                                                  September 1, 1990
Noble, Gerry                                                                     April 29, 1985
Strike, Tom                                                                      August 1, 1986
Tomik, Jack (note 1)             Retirement Plan for Management &              September 29, 1980
                                 Non-Bargaining Unit Employees of
                                      CanWest Television Inc.
</TABLE>

*GLOBAL COMMUNICATIONS LIMITED EMPLOYEES' PENSION PLAN

NOTE 1: FOR THESE EMPLOYEES, PARTICIPATION IN A "BASIC PENSION PLAN", IF ANY,
        CEASED EFFECTIVE DECEMBER 31, 2001.

                                       17

<PAGE>

                                                           AS OF JANUARY 1, 2002

                               SCHEDULE A (CONT'D)

<TABLE>
<CAPTION>
                                                                        RCA CONTINUOUS SERVICE
OTHER EXECUTIVES                                                        ----------------------
----------------                     BASIC PENSION PLAN(S)                 COMMENCEMENT DATE
   (TIER 2)                          ---------------------                 -----------------
<S>                                  <C>                                <C>
Bonar, Doug                                 Global *                        April 21, 1975
Elliott, Geoff                              Global *                       December 12, 1999
Goldstein, Ken                              Global *                       September 1, 200l
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
</TABLE>

*GLOBAL COMMUNICATIONS LIMITED EMPLOYEES' PENSION PLAN

                                       18

<PAGE>

                                                           AS OF JANUARY 1, 2002

                               SCHEDULE A (CONT'D)

<TABLE>
<CAPTION>
                                                                RCA CONTINUOUS SERVICE
MANAGER EXECUTIVES                                              ----------------------
------------------             BASIC PENSION PLAN(S)               COMMENCEMENT DATE
    (TIER 3)                   ---------------------               -----------------
<S>                            <C>                              <C>
Bell, Charlotte                      Global *                       January 1, 1997
Culligan, John                       Global *                        June 21, 1999
Cunningham, Sue                      Global *                      October 11, 1994
Desloges, Pierre                     Global *                        March 5, 200l
Eger, Doug                           Global *                       March 26, 200l
Harrod, Pamela                       Global *                      November 15, 1999
Hassenrueck, Wally                   Global *                      February 19, 200l
Ivers, Adam                          Global *                      January 17, 200l
Ivey, Celese                         Global *                       August 13, 1979
Leslie, Bruce                        Global *                      November 1, 1998
Lock, Marlene                        Global *                     September 13, 2000
Maavara, Gary                        Global *                      September 1, 1999
MacCormack, Bruce                    Global *                      February 1, 200l
MacDonald, Ken                       Global *                         May 9, 1994
Mawhinney, Loren                     Global *                       April 16, 1985
Murdoch, Davis                       Global *                        June 1, 200l
Scott, Ken (Note 2)                  Global *                       April 22, 1987
</TABLE>

*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 HIS TOTAL PENSION
        FROM ALL SOURCES.

                                       19

<PAGE>

                                   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

                                       20