##### Table of Contents



Shaw
    Communications Inc.
  Annual Information Form 2010




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##### 



TABLE OF
    CONTENTS
   
 CORPORATE STRUCTURE


1GENERAL DEVELOPMENT OF THE BUSINESS


2DESCRIPTION OF SHAWS BUSINESSES


2CAPITAL STRUCTURE, DIVIDENDS AND RELATED
    MATTERS


21. Description of Capital Structure


22. Dividends


63. Ratings


74. Market for Securities


7DIRECTORS AND OFFICERS


91. Directors as of November 5, 2010


92. Board Committee Members


103. Executive Officers as of November 5,
    2010


114. Shareholdings of Directors and Executive
    Officers


12AUDIT COMMITTEE


121. Audit Committee Charter


122. Audit Committee Composition and
    Background


123. Audit Fees


13LEGAL PROCEEDINGS


13REGISTRAR AND TRANSFER AGENT


13MATERIAL CONTRACTS


14INTERESTS OF EXPERTS


15ADDITIONAL INFORMATION


15CAUTION CONCERNING FORWARD LOOKING STATEMENTS


15SCHEDULE A  AUDIT COMMITTEE
    CHARTER


A-1   i




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##### Table of Contents



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
     ANNUAL INFORMATION FORM
    November 5, 2010  CORPORATE
    STRUCTURE  Shaw Corporation direct-to-home
  Business Corporations Act Business Corporations Act rd (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 ServicesMountain Cablevision Limited

Alberta

Television Distribution, Internet and Telecommunications ServicesShaw Telecom Inc.

Alberta

Telecommunications ServicesShaw Business Solutions Inc.

Alberta

Telecommunications ServicesShaw Telecom
    G.P.(3)

Alberta

Telecommunications ServicesShaw Satellite Services Inc.

Federal

Satellite ServicesStar Choice Television Network Incorporated

Federal

Satellite ServicesShaw Satellite
    G.P.(4)

Alberta

Satellite ServicesShaw Media Inc.

Federal

Over-the-air and specialty television businesses    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. formed to operate the cable
    television systems owned by the partners.(3)
    
    Shaw Telecom G.P. is a partnership
    of Shaw Telecom Inc. and Shaw Business Solutions Inc. formed to
    operate the telecommunications systems owned by the partners.(4)
    
    Shaw Satellite G.P. is a
    partnership of Shaw Satellite Services Inc. and Star Choice
    Television Network Incorporated formed to operate the satellite
    systems owned by the partners.   1




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(SHAW LOGO)

SHAW COMMUNICATIONS INC.
     ANNUAL INFORMATION FORM
    November 5, 2010  GENERAL
    DEVELOPMENT OF THE BUSINESS  Form 51-102F2 National Instrument
    51-102 
    Continuous Disclosure Obligations NI-51-102 2010 Annual MD&A
 DESCRIPTION
    OF SHAWS BUSINESSES  Form 51-102F2 51-102,
 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  share-for-share
 2




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(SHAW LOGO)

SHAW COMMUNICATIONS INC.
     ANNUAL INFORMATION FORM
    November 5, 2010     (iv)
    Rights on
    Liquidation  winding-up
  (v)
    Conversion
    Privilege    Class A Offeror
  Conversion Period
  Exclusionary Offer
    sub-clause
  Expiry Date
  Offer Date
  Transfer Agent
     3




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(SHAW LOGO)

SHAW COMMUNICATIONS INC.
     ANNUAL INFORMATION FORM
    November 5, 2010                         (vi)
    Modification    (vii)
    Offer to
    Purchase    (viii)
    Redemption   4




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(SHAW LOGO)

SHAW COMMUNICATIONS INC.
     ANNUAL INFORMATION FORM
    November 5, 2010    (c)
    Class 1
    Preferred Shares      (d)
    Class 2
    Preferred Shares      (e)
    Share
    Constraints   5




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(SHAW LOGO)

SHAW COMMUNICATIONS INC.
     ANNUAL INFORMATION FORM
    November 5, 2010   2.
    Dividends  (a)
    Dividend
    Policy  share-for-share
    (b)
    Distribution
    Rates and Payment Dates    Fiscal
    2010 Distribution Rates and Payment Dates
  Class of Shares

Distribution Rate


Payment DatesClass A Participating

$
0.069792


September 29, 2009$
0.069792


October 29, 2009$
0.069792


November 27, 2009$
0.069792


December 30, 2009$
0.069792


January 28, 2010$
0.069792


February 25, 2010$
0.073125


March 30, 2010$
0.073125


April 29, 2010$
0.073125


May 28, 2010$
0.073125


June 29, 2010$
0.073125


July 29, 2010$
0.073125


August 30, 2010Class B Non-Voting Participating

$
0.07


September 29, 2009$
0.07


October 29, 2009$
0.07


November 27, 2009$
0.07


December 30, 2009$
0.07


January 28, 2010$
0.07


February 25, 2010$
0.073333


March 30, 2010$
0.073333


April 29, 2010$
0.073333


May 28, 2010$
0.073333


June 29, 2010$
0.073333


July 29, 2010$
0.073333


August 30, 2010  6




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(SHAW LOGO)

SHAW COMMUNICATIONS INC.
     ANNUAL INFORMATION FORM
    November 5, 2010    Effective
    Annual Dividend Payments (Fiscal 2008  Fiscal
    2010)
  Class of Shares

Fiscal 2010

Fiscal 2009

Fiscal 2008Class A Participating

$
0.858


$
0.818


$
0.702Class B Non-Voting Participating

$
0.860


$
0.820


$
0.705   3.
    Ratings  DBRS S&P Moodys
  Security

DBRS(1)

S&P(2)

Moodys
    (3)Senior Notes


BBB (stable
)

BBB− (stable)

Baa3 (stable)    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 and is assigned to debt securities considered
    to be of adequate credit quality. 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 rated
    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 and D categories.(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 BBB by S&P is the fourth
    highest of ten major categories. According to the S&P
    rating system, an obligor with debt securities rated BBB has
    adequate capacity to meet its financial commitments. However,
    adverse economic conditions or changing circumstances are more
    likely to lead to a weakened capacity of the obligor to meet its
    financial commitments. 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 Baa by Moodys is the fourth
    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.
    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  7




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(SHAW LOGO)

SHAW COMMUNICATIONS INC.
     ANNUAL INFORMATION FORM
    November 5, 2010    (b)
    Trading
    Price and Volume    TSX Venture  C$


TSX  C$SJR.A


SJR.BSeptember 2009

High


21.85



19.68Low


19.35



18.61Sept-30

Close


20.00



19.38Volume


4,426



25,840,188October 2009

High


24.00



20.64Low


20.14



18.90Oct-30

Close


20.14



19.25Volume


3,933



20,400,067November 2009

High


23.90



20.60Low


20.40



19.07Nov-30

Close


23.90



20.40Volume


4,330



18,131,101December 2009

High


23.45



22.02Low


22.00



20.34Dec-31

Close


23.45



21.67Volume


5,080



17,477,133January 2010

High


23.60



21.71Low


22.60



19.76Jan-29

Close


22.60



19.90Volume


6,655



17,823,646February 2010

High


23.74



20.35Low


20.75



19.12Feb-26

Close


20.75



19.97Volume


11,995



20,501,322March 2010

High


25.00



20.85Low


21.70



19.87Mar-31

Close


21.91



20.11Volume


10,439



31,439,592April 2010

High


23.00



20.25Low


22.00



19.02Apr-30

Close


22.00



19.09Volume


1,455



16,018,237May 2010

High


23.00



19.64Low


20.25



18.37May-31

Close


20.95



19.18Volume


5,201



21,123,857June 2010

High


22.50



20.20Low


20.55



18.90Jun-30

Close


20.70



19.17Volume


7,764



20,818,474 8




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##### Table of Contents



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
     ANNUAL INFORMATION FORM
    November 5, 2010   TSX Venture  C$


TSX  C$SJR.A


SJR.BJuly 2010

High


22.25



20.71Low


21.58



19.24Jul-30

Close


21.90



20.18Volume


9,142



14,834,947August 2010

High


24.00



21.96Low


22.70



20.10Aug-31

Close


23.15



21.87Volume


4,591



19,077,213  Note:
   (1)
    
    All price and volume information is
    from independent third-party sources (i.e. Toronto Stock
    Exchange (TSX) website and Thomson
    Reuters). DIRECTORS
    AND OFFICERS  1.
    Directors
    as of November 5, 2010    DirectorName and Municipality of Residence

Principal Occupation Within Five Preceding Years

SincePeter J. Bissonnette
    Calgary, Alberta Canada

President of the Corporation


2009Adrian 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


1991Richard R. Green
    Boulder, Colorado U.S.A.

Corporate Director; former President and CEO of Cable Television
    Laboratories Inc.
    (CableLabs®),

    a non-profit research development consortium dedicated to
    pursuing new cable telecommunications technologies


2010Dr. Lynda Haverstock
    Regina, Saskatchewan Canada

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


2007Gregory 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


2007Michael 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


2003 9




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(SHAW LOGO)

SHAW COMMUNICATIONS INC.
     ANNUAL INFORMATION FORM
    November 5, 2010   DirectorName and Municipality of Residence

Principal Occupation Within Five Preceding Years

SincePaul K. Pew,
    Toronto, Ontario, Canada

Co-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); Corporate
    Director and Private Investor; former Vice Chairman, Investment
    Banking, GMP Securities Ltd., an independent investment dealer.


2008Jeffrey C. Royer
    Toronto, Ontario, Canada

Corporate Director and Private Investor


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

Executive Vice President of the Corporation


1999Jim Shaw(2)Calgary, Alberta, Canada

Chief Executive Officer and Vice Chair of the Corporation


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

Executive Chair of the Corporation


1966JC Sparkman
    Lakewood, 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
    Cherry Hills Village, Colorado U.S.A.

Private Investor; Senior Advisor to DISH Network. Former 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) from February 2008 until March 2009.  President from
    September 2006 and Vice Chairman from June 2005, EchoStar
    Communications Corporation until February 2008. Former
    President, Chief Executive Officer and a director of Charter
    Communications, a broadband service provider in the United States


2006Sheila C. Weatherill
    Edmonton, Alberta Canada

Corporate Director; former President and Chief Executive Officer
    of the Capital Health Authority (Edmonton region health
    administrative authority)


2009Willard H. Yuill
    Medicine Hat, Alberta, Canada

Chairman and Chief Executive Officer, The Monarch Corporation, a
    private investment company


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.  2.
    Board
    Committee Members     10




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(SHAW LOGO)

SHAW COMMUNICATIONS INC.
     ANNUAL INFORMATION FORM
    November 5, 2010          3.
    Executive
    Officers as of November 5, 2010    Name and Municipality of Residence

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

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

Chief Executive Officer and Vice ChairRhonda D. Bashnick 
    Calgary, Alberta, Canada

Group 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

Executive Vice PresidentKen 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.   11




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(SHAW LOGO)

SHAW COMMUNICATIONS INC.
     ANNUAL INFORMATION FORM
    November 5, 2010   4.
    Shareholdings
    of Directors and Executive Officers   AUDIT
    COMMITTEE  1.
    Audit
    Committee Charter          2.
    Audit
    Committee Composition and Background  52-110  Audit Committees Sarbanes-Oxley Act of 2002
       12




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(SHAW LOGO)

SHAW COMMUNICATIONS INC.
     ANNUAL INFORMATION FORM
    November 5, 2010        3.
    Audit
    Fees  Sarbanes-Oxley
    Act
  Type of Service

Fiscal 2010


Fiscal 2009Audit Fees

$
2,058,600


$
2,026,295Audit-related Fees


235,031



Tax Fees


382,029



21,010All Other Fees


16,425



Total

$
2,692,085


$
2,047,305      LEGAL
    PROCEEDINGS   REGISTRAR
    AND TRANSFER AGENT   13




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##### Table of Contents



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
     ANNUAL INFORMATION FORM
    November 5, 2010  MATERIAL
    CONTRACTS  Canwest
    Agreements
  Canwest Subscription
    Agreement
  Noteholders Shaw Support Agreement
  Amendment Agreement to Subscription
    Agreement
  Amendment Agreement to Shaw Support
    Agreement
  Purchaser GS
    Entities Share
    and Option Purchase Agreement
  Option
    Agreement
  Assignment and
    Assumption Agreement
  Canwest Agreements
  A.
    Summary
    of Canwest Agreements  over-the-air CW Media
    Group
  B.
    Purchase
    of Restructured Canwest Pursuant to Recapitalization
    Transaction  Restructured Canwest
  CMI CMI Entities Companies Creditors Arrangement Act Canada Business Corporations Act.
 14




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(SHAW LOGO)

SHAW COMMUNICATIONS INC.
     ANNUAL INFORMATION FORM
    November 5, 2010    C.
    CW
    Media Group Share Purchase  Initial Purchase
 INTERESTS
    OF EXPERTS  51-102  Continuous Disclosure Obligations
 ADDITIONAL
    INFORMATION  rd (403) 750-4500).
   CAUTION
    CONCERNING FORWARD LOOKING STATEMENTS     15




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##### Table of Contents



(SHAW LOGO)

SHAW COMMUNICATIONS INC.
     ANNUAL INFORMATION FORM
    November 5, 2010        16




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##### Table of Contents



SCHEDULE A
    -



AUDIT
    COMMITTEE CHARTER

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




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IV.
    RESPONSIBILITIES
    AND DUTIES OF THE COMMITTEE    Financial
    Statement Review
                    Financial
    Reporting, Internal Control and Related Management Information
    Systems
     A-2




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External
    Auditors
             A-3




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Audit
    Process         Risk
    Management          and/or
     Other           A-4




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V.
    RESPONSIBILITIES
    AND DUTIES OF THE 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