---



##### 



TABLE OF
    CONTENTS
  CORPORATE STRUCTURE


1GENERAL DEVELOPMENT OF THE BUSINESS


21. Cable Division


22. Satellite Division


4DESCRIPTION OF SHAWS BUSINESSES


41. Cable Division


42. Satellite Division


113. Additional Information Concerning Shaws Businesses


134. Risk Factors


14CANADIAN REGULATORY ENVIRONMENT


141. Overview


142. Cable Television


153. New Media and Internet Access


174. Digital Phone


185. Internet Infrastructure


186. Satellite


187. Other Regulatory Matters


19CAPITAL STRUCTURE, DIVIDENDS AND RELATED MATTERS


211. Description of Capital Structure


212. Dividends


253. Ratings


274. Market for Securities


27DIRECTORS AND OFFICERS


301. Directors as of November 25, 2008


302. Board Committee Members


313. Executive Officers as of November 25, 2008


324. Shareholdings of Directors and Executive Officers


32AUDIT COMMITTEE


331. Audit Committee Charter


332. Audit Committee Composition and Background


333. Audit Fees


34LEGAL PROCEEDINGS


34REGISTRAR AND TRANSFER AGENT


34INTERESTS OF EXPERTS


35ADDITIONAL INFORMATION


35CAUTION CONCERNING FORWARD LOOKING STATEMENTS


35SCHEDULE A  AUDIT COMMITTEE CHARTER


A-1  i




---



##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008   CORPORATE
    STRUCTURE
  Shaw Corporation
  Business Corporations Act Business Corporations Act (403) 750-4500.
    Entity

Jurisdiction

Nature of OperationsShaw Cablesystems Limited

Alberta

Television Distribution ServicesShaw Cablesystems
    G.P.(2)

Alberta

Television Distribution and Internet ServicesVideon Cablesystems Inc.

Federal

Television Distribution ServicesShaw Telecom Inc.

Alberta

Telecommunications ServicesShaw Business Solutions Inc.

Alberta

Telecommunications ServicesShaw Satellite Services Inc.

Federal

Satellite ServicesStar Choice Television Network
    Incorporated(3)

Federal

Satellite Services    Notes:
   (1)
    
    The above table lists subsidiaries
    of Shaw in accordance with National Instrument
    51-102 
    Continuous Disclosure Obligations, as well as certain
    other entities owned or controlled, directly or indirectly, by
    Shaw.(2)
    
    Shaw Cablesystems G.P. is a
    partnership of Shaw Communications Inc., Shaw Cablesystems
    Limited and Videon Cablesystems Inc.
    (Videon) formed to operate the cable
    television systems owned by the partners.(3)
    
    Star Choice Television Network
    Incorporated was amalgamated with Star Choice Communications
    Inc. on September 1, 2008 under the formers name.   1




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##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008    GENERAL
    DEVELOPMENT OF THE BUSINESS
      1.
    Cable
    Division    (a)
    Cable
    Television  (i)
    General  CRTC
    (ii)
    Acquisitions
    and Dispositions     2




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##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008    (b)
    Internet
    Access  dial-up
      (c)
    Digital
    Phone        (d)
    Internet
    Infrastructure (Shaw Business Solutions)  Shaw Business Solutions
     3




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##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008     (e)
    Wireless    2.
    Satellite
    Division  Satellite Services Star
    Choice DTH
   DESCRIPTION
    OF SHAWS BUSINESSES    1.
    Cable
    Division  (a)
    Cable
    Television  (i)
    General     4




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##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008    (ii)
    Cable
    Network  DCTs
  Video-on-Demand VOD HD
  (iii)
    Cable
    Television Offerings    Basic Cable and Extended Tiers
        Digital Cable
    pay-per-view,
   5




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##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008     pay-per-view
  Pay Television and
    Pay-Per-View
    PPV
  Video-on-Demand
  Video-on-Demand.
      Bundling of Services
    New Video Services
     6




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##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008     (iv)
    Competition    MDS
  line-ups Radiocommunication Act
           7




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##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008     (b)
    Internet
    Access  (i)
    General  dial-up dial-up
              (ii)
    Network   8




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##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008      e-mail e-mail
  (iii)
    Competition    dial-up
  DSL dial-up
        (c)
    Digital
    Phone  (i)
    General   9




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##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008   E-911 (24/7/365)
  IP-based
      (ii)
    Competition  ILECs VoIP
    (d)
    Internet
    Infrastructure (Shaw Business Solutions)  (i)
    General  ISPs
 10




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##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008       (ii)
    Shaw
    Business Solutions Network    IP-based
    (iii)
    Competition    2.
    Satellite
    Division  (a)
    General    (i) Star Choice DTH
  (ii) Satellite Distribution Services:
   11




---



##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008        (b)
    Satellite
    Network    Nature of Satellite ServicesSatellite

Transponders

InterestAnik F2

18 Ku-band

Owned5 Ku-band

Leased2 Ku-band (partial)

LeasedAnik F1R

28 Ku-band

Leased2 C-band

LeasedIntelsat Galaxy 16

1 Ku-band (partial)

Leased   (c)
    Satellite
    Businesses  (i)
    Star
    Choice DTH      line-up
   12




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##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008    (ii)
    Satellite
    Distribution Services  Shaw Broadcast Services
    SRDU
  ,
  Shaw Tracking
    (d)
    Competition      3.
    Additional
    Information Concerning Shaws Businesses  (a)
    Seasonality
    and Customer Dependency   13




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##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008     (b)
    Environmental
    Matters    (c)
    Foreign
    Operations      (d)
    Employees    4.
    Risk
    Factors   CANADIAN
    REGULATORY ENVIRONMENT  1.
    Overview  BDUs
  Broadcasting Act Telecommunications Act Copyright Act Radiocommunication Act
 14




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##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008   Radiocommunication Act Telecommunications Act
  2.
    Cable
    Television  (a)
    General  Broadcasting Regulations
            (b)
    Licensing     15




---



##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008     (c)
    Canadian
    Content        third-language
  (d)
    Digital
    Broadcasting Services    French-language French-language
  (e)
    Rate
    Regulation   16




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##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008            (f)
    Access
    Rights  Telecommunications Act
    Telecommunications Act
  3.
    New
    Media and Internet Access  Broadcasting Act
  Telecommunications Act
   17




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##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008    4.
    Digital
    Phone  Telecommunications Act CLEC
  Telecommunications Act
  Telecommunications Act
  2006-15,
  5.
    Internet
    Infrastructure  Telecommunications Act
    6.
    Satellite   18




---



##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008    (a)
    DTH    Broadcasting Act
  (b)
    SRDU  Broadcasting Act
    7.
    Other
    Regulatory Matters  (a)
    Restrictions
    on Non-Canadian Ownership and Control  Order Broadcasting Act 1 3 1 3 Broadcasting Act
  Telecommunications Act Telecommunications Act 2 3
 19




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##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008         (b)
    Copyright  Copyright Act
  Copyright Act
  (c)
    Radio
    Apparatus  Radiocommunication Act
 20




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##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008  CAPITAL
    STRUCTURE, DIVIDENDS AND RELATED MATTERS  1.
    Description
    of Capital Structure  (a)
    General  Class A Shares Class B
    Non-Voting Shares Shaw Shares Class 1 Preferred Shares Class 2 Preferred
    Shares
  (b)
    Class A
    Shares and Class B Non-Voting Shares  (i)
    Authorized
    Number of Class A Shares    (ii)
    Voting
    Rights  winding-up
  (iii)
    Dividends    (iv)
    Rights on
    Liquidation  winding-up
 21




---



##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008    (v)
    Conversion
    Privilege    Class A Offeror
  Conversion Period
  Exclusionary Offer
      Expiry Date
  Offer Date
  Transfer Agent
         22




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##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008                    (vi)
    Modification    (vii)
    Offer to
    Purchase    (viii)
    Redemption    (c)
    Class 1
    Preferred Shares   23




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##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008       (d)
    Class 2
    Preferred Shares      (e)
    Share
    Constraints   24




---



##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008     2.
    Dividends  (a)
    Dividend
    Policy     25




---



##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008    (b)
    Distribution
    Rates and Payment Dates    Fiscal
    2008 Distribution Rates and Payment Dates
  Class of Shares

Distribution Rate


Payment DatesClass A Participating

$
0.054792


September 27, 2007$
0.054792


October 30, 2007$
0.054792


November 29, 2007$
0.059792


December 28, 2007$
0.059792


January 30, 2008$
0.059792


February 28, 2008$
0.059792


March 28, 2008$
0.059792


April 29, 2008$
0.059792


May 29, 2008$
0.059792


June 27, 2008$
0.059792


July 30, 2008$
0.059792


August 28, 2008Class B Non-Voting Participating

$
0.055


September 27, 2007$
0.055


October 30, 2007$
0.055


November 29, 2007$
0.06


December 28, 2007$
0.06


January 30, 2008$
0.06


February 28, 2008$
0.06


March 28, 2008$
0.06


April 29, 2008$
0.06


May 29, 2008$
0.06


June 27, 2008$
0.06


July 30, 2008$
0.06


August 28, 2008   Effective
    Annual Dividend Payments (Fiscal 2006  Fiscal
    2008)
  Class of Shares

Fiscal 2008


Fiscal 2007


Fiscal 2006Class A Participating

$
0.702


$
0.462


$
0.235Class B Non-Voting Participating

$
0.705


$
0.465


$
0.238  26




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##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008    3.
    Ratings  DBRS S&P Moodys
  Security

DBRS(1)


S&P(2)

Moodys(3)Senior Notes


BBB (low
)

BB+

Ba1Senior Unsecured Debentures  Videon


BBB (low
)

BBB

    Notes:
   (1)
    
    DBRS credit ratings are on a
    long-term debt rating scale that ranges from AAA to D, which
    represents the range from highest to lowest quality of such
    securities rated. A rating of BBB by DBRS is the fourth highest
    of ten categories. Protection of interest and principal is
    considered acceptable, but the entity is fairly susceptible to
    adverse changes in financial and economic conditions or there
    may be other adverse conditions present which reduce the
    strength of the entity and its rates securities. The assignment
    of a (high) or (low) modifier within
    each rating category indicates relative standing within such
    category. The high and low grades are
    not used for the AAA category.(2)
    
    S&Ps credit ratings are
    on a long-term debt rating scale that ranges from AAA to D,
    which represents the range from highest to lowest quality of
    such securities rated. A rating of BB by S&P is the fifth
    highest of eleven categories. According to the S&P rating
    system, debt securities rated BB have significant speculative
    characteristics but are less vulnerable in the near term than
    other lower rated obligations. However, an obligor rated BB
    faces major ongoing uncertainties and exposure to adverse
    business, financial or economic conditions which could lead to
    the obligors inadequate capacity to meet its financial
    commitments. S&P describes debt instruments rated BBB as
    exhibiting adequate protection parameters. However, adverse
    economic conditions or changing circumstances are more likely to
    lead to a weakened capacity of the obligor to meet its financial
    commitment on the obligation. The addition of a plus (+) or
    minus (-) designation after a rating indicates the relative
    standing within a particular rating category.(3)
    
    Moodys credit ratings are on
    a long-term debt rating scale that ranges from Aaa to C, which
    represents the range from highest to lowest quality of such
    securities rated. A rating of Ba by Moodys is the fifth
    highest of nine categories and denotes obligations judged to
    have speculative elements and which are subject to substantial
    credit risk. The addition of a 1, 2 or 3 modifier after a rating
    indicates the relative standing within a particular rating
    category. The modifier 1 indicates that the issue ranks in the
    higher end of its generic rating category, the modifier 2
    indicates a mid-range ranking and the modifier 3 indicates that
    the issue ranks in the lower end of its generic rating category.(4)
    
    Moodys rates securities and
    shares by rating categories from a high of Aaa to a
    low of C. Moodys applies modifiers 1, 2 and 3,
    which indicate where the obligation ranks in its generic rating
    category. Modifier 1 is higher end, modifier 2 is mid-range and
    modifier 3 is low end of the generic rating category.    4.
    Market
    for Securities  (a)
    Marketplaces    Security

Exchange

Symbol

CUSIP NumberClass A Participating Shares

TSX Venture Exchange

SJR.A


82028K101Class B Non-Voting Participating Shares

Toronto Stock Exchange

SJR.B


82028K200New York Stock Exchange

SJR


82028K200  27




---



##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008    (b)
    Trading
    Price and Volume    TSX Venture  C$


TSX  C$SJR.A


SJR.BSeptember 2007

High


30.00



25.61Low


25.01



23.24Sept-28

Close


28.75



24.70Volume


3,625



25,563,361October 2007

High


29.75



26.45Low


25.05



24.52Oct-31

Close


28.75



26.38Volume


5,225



19,212,077November 2007

High


30.50



26.45Low


25.00



22.59Nov-30

Close


28.01



24.57Volume


6,805



17,176,803December 2007

High


27.00



25.65Low


25.71



23.11Dec-31

Close


26.84



23.64Volume


7,866



12,462,186January 2008

High


27.00



24.89Low


24.05



17.96Jan-31

Close


24.05



19.67Volume


5,825



55,425,148February 2008

High


25.00



21.49Low


24.00



19.08Feb-29

Close


24.90



19.13Volume


2,400



24,180,745March 2008

High


24.90



19.20Low


19.77



17.00Mar-31

Close


20.00



18.78Volume


6,620



36,141,372April 2008

High


22.00



21.49Low


20.90



18.93Apr-30

Close


21.95



21.08Volume


8,701



20,274,802May 2008

High


23.55



22.48Low


21.25



20.26May-30

Close


21.25



20.56Volume


6,067



25,338,305 28




---



##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008   TSX Venture  C$


TSX  C$SJR.A


SJR.BJune 2008

High


22.75



21.48Low


20.60



19.00Jun-30

Close


22.75



20.82Volume


1,920



29,542,142July 2008

High


23.50



23.63Low


21.39



20.38Jul-31

Close


23.50



21.72Volume


6,340



24,707,746August 2008

High


25.50



23.10Low


21.75



21.10Aug-29

Close


24.50



22.90Volume


5,004



15,323,190    Note:
   (1)
    
    All price and volume information is
    from independent third-party sources (i.e. Toronto Stock
    Exchange (TSX) website and ThomsonONE). 29




---



##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008  DIRECTORS
    AND OFFICERS  1.
    Directors
    as of November 25, 2008    DirectorName and Municipality of Residence

Principal Occupation Within Five Preceding Years

SinceAdrian I. Burns
    Rockcliffe Park, Ontario, Canada

Corporate Director; former Member of the Copyright Board of
    Canada; former Commissioner of the CRTC


2001George F. Galbraith
    Vernon, British Columbia, Canada

Corporate Director; former President of Vercom Cable Services
    Ltd. which operated the cable television system serving Vernon,
    British Columbia


1991Dr. Lynda Haverstock 
    Regina, Saskatchewan Canada

President and Chief Executive Officer of Tourism Saskatchewan, a
    public-private partnership responsible for tourism activities


2007Ronald V. Joyce 
    Calgary, Alberta, Canada

Corporate Director; former Senior Chairman and Co-Founder, The
    TDL Group, licensee of Tim Hortons restaurants in Canada
    and the United States


2000Gregory J. Keating
    Porters Lake, Nova Scotia Canada

Chairman and Chief Executive Officer, Altimax Venture Capital,
    parent company of the Keating Group which comprises a diverse
    portfolio of business interests


2007Rt. Hon. Donald F. Mazankowski 
    Sherwood Park, Alberta, Canada

Corporate Director; former Member of Parliament who held a
    number of Cabinet positions, including Deputy Prime Minister and
    Minister of Finance


1993Michael W. OBrien 
    Canmore, Alberta, Canada

Corporate Director; former Executive Vice-President, Corporate
    Development and Chief Financial Officer of Suncor Energy Inc.,
    an integrated oil and gas company


2003Paul K. Pew,
    Toronto, Ontario, Canada

Founder and Co-CEO of G3 Capital Corp., a Toronto-based
    alternative asset manager (G3s principal units operate
    within the hedge fund and venture fund areas).  Former Vice
    Chairman, Investment Banking, GMP Securities Ltd., an
    independent investment dealer.  Former Director of Research, GMP
    Securities Ltd.


2008Harold A. Roozen
    Edmonton, Alberta, Canada

President and Chief Executive Officer, CCI Thermal Technologies
    Inc., a manufacturing company


2000Jeffrey C. Royer
    Toronto, Ontario, Canada

Corporate Director and Private Investor


1995Bradley S.
    Shaw(1)Calgary, Alberta, Canada

Senior Vice President, Operations of the Corporation


1999 30




---



##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008   DirectorName and Municipality of Residence

Principal Occupation Within Five Preceding Years

SinceJim Shaw(2)Calgary, Alberta, Canada

Vice Chair and Chief Executive Officer of the Corporation


2002JR
    Shaw(1)(2)Calgary, Alberta, Canada

Executive Chair of the Corporation


1966JC Sparkman
    Englewood, Colorado U.S.A.

Corporate Director; former Executive Vice President and
    Executive Officer of Telecommunications Inc. (also known as
    TCI), one of the largest cable television operators in the
    United States


1994Carl E.
    Vogel(3)Cherry Hills Village, Colorado U.S.A.

Vice Chairman of each of DISH Network Corporation (formerly
    EchoStar Communications Corporation, a satellite-delivered
    digital television services provider in the United States) and
    EchoStar Corp. ((a developer of set-top boxes and other
    electronic technology).  Former President and Vice Chairman of
    EchoStar Communications Corporation. Former President, Chief
    Executive Officer and a director of Charter Communications, a
    broadband service provider in the United States


2006Willard H. Yuill
    Medicine Hat, Alberta, Canada

Chairman and Chief Executive Officer, The Monarch Corporation, a
    private holding company with investments in communications, real
    estate and sports-related properties


1999  Notes:
  (1)
    
    Bradley S. Shaw is the son of JR
    Shaw and the brother of Jim Shaw.(2)
    
    Jim Shaw is the son of JR Shaw and
    the brother of Bradley S. Shaw.(3)
    
    Carl Vogel was a Director from
    April 2000 to September 18, 2000, as well as Chairman and
    Chief Executive Officer from August 22, 2000 to
    September 18, 2000, of ICG Communications, Inc. (a
    telecommunications company) and certain of its subsidiaries
    which filed voluntary petitions for Chapter 11 protection
    with the U.S. Bankruptcy Court for the District of Delaware on
    November 14, 2000.  2.
    Board
    Committee Members           31




---



##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008    3.
    Executive
    Officers as of November 25, 2008    Name and Municipality of Residence

Principal Position with the CorporationJR
    Shaw(1)(2)Calgary, Alberta, Canada

Executive ChairJim
    Shaw(1)(2)Calgary, Alberta, Canada

Vice Chair and  Chief Executive OfficerRhonda D. Bashnick
    Calgary, Alberta, Canada

Vice-President, FinancePeter J. Bissonnette
    Calgary, Alberta, Canada

PresidentDouglas J. Black, Q.C. 
    Calgary, Alberta, Canada

Corporate SecretaryMichael DAvella
    Calgary, Alberta, Canada

Senior Vice President, PlanningLouis A. Desrochers, Q.C. 
    Edmonton, Alberta, Canada

Honorary Corporate SecretaryBradley S.
    Shaw(1)(2)Calgary, Alberta, Canada

Senior Vice President, OperationsKen C.C. Stein Toronto, Ontario, Canada

Senior Vice President, Corporate and Regulatory AffairsSteve Wilson
    Calgary, Alberta, Canada

Senior Vice President and Chief Financial Officer    Notes:
  (1)
    
    Jim Shaw is the son of JR Shaw and
    the brother of Bradley S. Shaw.(2)
    
    Bradley S. Shaw is the son of JR
    Shaw and the brother of Jim Shaw.    4.
    Shareholdings
    of Directors and Executive Officers   32




---



##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008  AUDIT
    COMMITTEE  1.
    Audit
    Committee Charter          2.
    Audit
    Committee Composition and Background  52-110  Audit Committees Sarbanes-Oxley Act of 2002
          TM
 33




---



##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008     3.
    Audit
    Fees  Sarbanes-Oxley Act
  Type of Service

Fiscal 2008


Fiscal 2007Audit

$
1,888,875


$
2,113,235Audit-related






312,075Tax


83,004



66,017All Other






Total

$
1,971,879


$
2,491,327      LEGAL
    PROCEEDINGS     REGISTRAR
    AND TRANSFER AGENT   34




---



##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008  INTERESTS
    OF EXPERTS  Continuous Disclosure
    Obligations
 ADDITIONAL
    INFORMATION  rd (403) 750-4500).
   CAUTION
    CONCERNING FORWARD LOOKING STATEMENTS     35




---



##### 



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 25, 2008        36




---



##### 



SCHEDULE A
    -



AUDIT
    COMMITTEE CHARTER

SHAW COMMUNICATIONS INC.    I.
    PURPOSE      II.
    COMPOSITION          III.
    MEETINGS     A-1




---



##### 



IV.
    RESPONSIBILITIES
    AND DUTIES OF THE COMMITTEE    Financial
    Statement Review
                   A-2




---



##### 



Financial
    Reporting, Internal Control and Related Management Information
    Systems
                                    External
    Auditors
       A-3




---



##### 



Audit
    Process
          Risk
    Management
          and/or
     A-4




---



##### 



Other
                  V.
    RESPONSIBILITIES
    AND DUTIES OF CHAIR OF THE COMMITTEE    
    Facilitate the effective operation and management of, and
    provide leadership to, the Committee.
    Act as chair of meetings of the Committee.
    Assist in setting the agenda for each meeting of the Committee
    and in otherwise bringing forward for consideration matters
    within the mandate of the Committee.
    Facilitate the Committees interaction with management of
    the Corporation, the Board and other committees of the Board.
    Act as a resource and mentor for other members of the Committee.
    Perform such other duties and responsibilities as may be
    delegated to the Chair by the Committee from time to time. A-5




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