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                         JOSEPH E. SEAGRAM & SONS, INC.
                                EXECUTIVE OFFICES
                    375 PARK AVENUE, NEW YORK, NEW YORK 10152


                                                                  March 14, 2000


PERSONAL AND CONFIDENTIAL
-------------------------

Mr. John D. Borgia
41 Bayberry Lane
Westport, CT 06880

Dear John:

         This letter (the "Agreement") sets forth the terms of the agreement
between you and us with respect to your continued employment as Executive Vice
President - Human Resources of The Seagram Company Ltd. ("SCL") and of Joseph E.
Seagram & Sons, Inc. ("Seagram" and, together with SCL, the "Company").

         1.        Term of Employment.

                a. Employment Term. The Company agrees to employ you, and you
                   agree to serve the Company, for the three and one-half year
                   period commencing on January 1, 2000 and ending on June 30,
                   2003 (the "Employment Term"), on the terms and subject to the
                   conditions set forth in this Agreement.

                b. Prior Agreements. This Agreement supercedes all prior
                   agreements and understandings (including verbal agreements)
                   between you and the Company and/or its affiliates regarding
                   the terms and conditions of your employment with the Company
                   and/or its affiliates, including, without limitation, the
                   letter between you and Seagram dated April 27, 1995.

         2.     Duties.  You shall serve as Executive Vice President - Human
Resources of the Company.  In such position, you shall be the most senior
officer of the Company with respect to human resources, and you shall report
directly to the Chief Executive Officer of SCL.

         3.     Annual Base Salary.  The Company shall pay you a base salary at
the annual rates set forth below (the "Annual Base Salary").  Your salary shall
be payable in regular installments


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Mr. John D. Borgia                   -2-                          March 14, 2000


in accordance with the Company's usual payroll practices for senior executives.
The annual rates shall be:

                a. $550,000 for the period beginning January 1, 2000 and ending
                   December 31, 2000;

                b. $575,000 for the period beginning January 1, 2001 and ending
                   December 31, 2001;

                c. $600,000 for the period beginning January 1, 2002 and ending
                   December 31, 2002; and

                d. $625,000 for the period beginning January 1, 2003 and ending
                   June 30, 2003 (i.e., $312,500 for that period).

         4. Annual Target Bonus. With respect to each fiscal year of the Company
that ends on or prior to June 30, 2003, you also are eligible to earn an annual
management incentive award determined by the Human Resources Committee of the
Board of Directors of SCL (the "SCL Board") in its sole discretion. Your annual
target bonus will be 90% of the rate of Annual Base Salary to which you are
entitled at the end of the relevant period (the "Annual Target Bonus").

         5. Equity-Based Awards.

                a.  You have received, as approved by the Human Resources
                    Committee of the SCL Board, a one-time grant of 225,000
                    options pursuant to the 1996 Stock Incentive Plan at an
                    exercise price equal to the fair market value of an SCL
                    common share on the date of grant.  One-third of these
                    options will vest and become exercisable upon the first
                    anniversary of the date of grant, another third of these
                    options will vest and become exercisable upon the second
                    anniversary of the date of grant, and the remaining third of
                    these options will vest and become exercisable upon the
                    third anniversary of the date of grant.

                b.  You will also be considered for an annual grant under the
                    1996 Stock Incentive Plan (or its successor) in 2003, at the
                    sole discretion of the Human Resources Committee of the SCL
                    Board.

         6. Pension. You shall participate in Seagram's pension, retirement and
similar plans applicable to senior executives generally. After termination of
your employment, but not prior to age 60, (or, if you elect, at age 55 but
subject to a 3% per year reduction from age 60), the total annual pension
payable to you for life shall not be less than the product of $30,000 times the
number of years (or portion thereof) of your continuous service with the
Company, up to the maximum benefit


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Mr. John D. Borgia                 -3-                            March 14, 2000


that would be payable to you under the terms of the Benefit Equalization Plan or
replacement plans at age 60. Following your death, your surviving spouse (as
defined in the Seagram Retirement Account Plan or replacement plan), if any,
shall be paid an annual pension for life that is equal to two-thirds of the
annual pension you were receiving immediately prior to your death.

         7.     Retiree Medical Coverage.  If you remain employed throughout
the Employment Term, after you have reached age 55 you will be eligible for
retiree medical coverage in accordance with the Company's then-existing retiree
medical program.

         8.     Other Benefits. You also will be eligible to participate in our
Senior Executive Compensation and Benefits Program of which the management
incentive award and stock options referenced above are a part. Except as
otherwise provided in this Agreement, the terms of the plans in that Program
shall govern any awards that you may be eligible to earn. The Program also
includes medical benefits; accident, life insurance and disability salary
continuation; flexible perquisites; matching contributions and related benefits.

         9.     Termination of Employment. This Section 9 shall exclusively
govern your right to compensation and benefits in the event your employment with
the Company terminates prior to the expiration of the Employment Term. Your
employment hereunder may be terminated by either party at any time and for any
reason, provided that you shall be required to give the Company at least 30
days' advance written notice of any resignation of employment.

                a. By the Company for Cause or By Your Resignation.  If your
                   employment is terminated by the Company for Cause or by your
                   resignation, you shall be entitled to receive (1) the Annual
                   Base Salary earned through the date of termination, and (2)
                   any annual bonus earned but unpaid for any fiscal year ending
                   prior to the date of termination.  You shall be paid the
                   above amounts in the form of a single, lump sum cash payment
                   as soon as administratively practicable following the date of
                   termination.  You also shall be entitled to receive such
                   other Company benefits or awards to which you are entitled
                   under the terms of the relevant plan, policy or arrangement,
                   other than any severance plan, policy or arrangement.

                b. By the Company Without Cause. In the event your employment is
                   terminated by the Company without Cause, you shall be
                   entitled to receive (1) your then remaining unpaid Annual
                   Base Salary pursuant to Subsections 3.a. through 3.d. of this
                   Agreement through June 30, 2003, (2) any annual bonus earned
                   but unpaid for any fiscal year ending prior to the date of
                   termination, and (3) your Annual Target Bonus for each fiscal
                   year (commencing with the fiscal year in which your
                   termination occurs) through June 30, 2003, as calculated
                   pursuant


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Mr. John D. Borgia                         -4-                    March 14, 2000


                   to Section 4. You shall be paid the above amounts in the form
                   of a single, lump sum cash payment within 15 business days
                   following the date of termination. In addition, (1) all
                   options to purchase SCL shares then held by you shall become
                   immediately exercisable, but will, in all other respects,
                   remain subject to the terms and conditions of the applicable
                   stock option plan, (2) you shall be entitled to continuation
                   of medical, dental, life and disability coverages in effect
                   from time to time for senior executive officers of SCL and
                   its successors through June 30, 2003 or, if earlier, the date
                   you become employed by a subsequent employer, and (3) you
                   shall be entitled to receive such other Company benefits or
                   awards to which you are entitled under the terms of the
                   relevant plan, policy or arrangement, other than any
                   severance plan, policy or arrangement. Finally, upon your
                   attainment of age 55 you shall be eligible for retiree
                   medical coverage pursuant to Section 7.

                c. Due to Disability or Death.  In the event your employment is
                   terminated due to your disability or death, you or your
                   estate, as applicable, shall be entitled to receive (1) the
                   Annual Base Salary earned through the date of termination,
                   (2) any annual bonus earned but unpaid for any fiscal year
                   ending prior to the date of termination, and (3) a pro-rated
                   Annual Target Bonus for the fiscal year of termination.  The
                   above amounts shall be paid in the form of a single, lump sum
                   cash payment as soon as administratively practicable
                   following the date of termination.  In addition, your
                   properly designated beneficiary shall be entitled to receive
                   such other Company benefits or awards to which such
                   beneficiary is entitled as of the date of termination under
                   the terms of the relevant plan, policy or arrangement, other
                   than any severance plan, policy or arrangement.  To the
                   extent not payable pursuant to the foregoing sentence, your
                   surviving spouse (as defined in Section 6 of this Agreement)
                   shall be entitled to receive the two-thirds pension benefit
                   described in Section 6 of this Agreement. For purposes of
                   this subsection, "disability" shall have the same meaning as
                   provided under the SCL Senior Executive Compensation and
                   Benefits Program.

                d. Definition of Cause. For purposes of this Agreement, "Cause"
                   shall mean (1) your gross misconduct or a willful breach of a
                   substantial and material obligation under this Agreement; (2)
                   your intentional and material failure to comply with the
                   Policies and Procedures for Worldwide Business Conduct of SCL
                   and Affiliates, and the Company's discrimination and sexual
                   harassment policies, as in effect from time to time; or (3)
                   your conviction of a felony or crime of moral turpitude.


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 Mr. John D. Borgia                    -5-                        March 14, 2000


                e. Lump Sum. Any lump sum payments required to be made to you
                   pursuant to Section 9 of this Agreement will be discounted to
                   present value from the time at which such amounts would have
                   been paid absent any accelerated payment at an annual
                   discount rate for the relevant periods equal to the "mid-term
                   applicable Federal rate" (within the meaning of Section
                   1274(d) of the Internal Revenue Code of 1986, as amended),
                   compounded annually, in effect on the date of termination.

         10.    Miscellaneous Provisions.

                a. Confidentiality.  You will not at any time (whether during or
                   after the period of your employment with the Company)
                   disclose or use for your own benefit or purposes or the
                   benefit or purposes of any person, entity or association
                   other than the Company or its affiliates, any trade secret,
                   information, data or other confidential information relating
                   to the business and affairs of the Company or any of its
                   affiliates, generally, or information that is not unique to
                   the Company or its affiliates, or information that is
                   generally known in the industry or the public other than as a
                   result of your breach of this provision.  You agree that upon
                   the termination of your employment with the Company for any
                   reason, you will return to the Company immediately all
                   memoranda, books, papers, plans, information, letters and
                   other data, all copies thereof or therefrom, in any way
                   relating to the business of the Company and its affiliates,
                   except that you may retain personal notes, notebooks and
                   diaries that do not contain confidential information of the
                   type described above. You further agree that you will not
                   retain or use for your own account at any time any trade
                   names, trademark or other proprietary business designation
                   used or owned in connection with the business of the Company
                   or its affiliates.

                b. Governing Law.  This Agreement shall be governed by and
                   construed in accordance with the laws of the State of New
                   York, without regard to conflicts of laws principles thereof.

                c. Entire Agreement/Amendments. This Agreement contains the
                   entire understanding of the parties with respect to the
                   employment of you by the Company. There are no restrictions,
                   agreements, promises, warranties, covenants or undertakings
                   between the parties with respect to such employment, other
                   than those expressly set forth herein. This Agreement may not
                   be altered, modified or amended except by written instrument
                   signed by the parties hereto.


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Mr. John D. Borgia                    -6-                         March 14, 2000


                d. No Waiver. The failure of a party to insist upon strict
                   adherence to any term of this Agreement on any occasion shall
                   not be considered a waiver of such party's rights or deprive
                   such party of the right thereafter to insist upon strict
                   adherence to that term or any other term of this Agreement.

                e. Severability.  In the event that any one or more of the
                   provisions of this Agreement shall be or become invalid,
                   illegal or unenforceable in any respect, the validity,
                   legality and enforceability of the remaining provisions of
                   this Agreement shall not be affected thereby.

                f. No Mitigation.  If the Company terminates your employment for
                   any reason, or if you resign, you will have no duty to
                   attempt to mitigate your damages by seeking alternative
                   employment, the Company will not be entitled to reduce the
                   amount of any compensation or benefits payable to you under
                   this Agreement by any amounts received by you in connection
                   with such alternative employment, and you will not be
                   required to pay the Company any amounts that you may receive
                   from any such alternative employment or otherwise.  The
                   Company's obligations to you under this Agreement shall not
                   be subject to any offset or defense.

                g. Successors; Binding Agreement.  This Agreement shall insure
                   to the benefit of and be binding upon personal or legal
                   representatives, executors, administrators, successors,
                   heirs, distributees, devisees and legatees.

                h. Notice.  For purposes of this Agreement, notices and all
                   other communications provided for in the Agreement shall be
                   in writing and shall be deemed to have been duly given when
                   delivered or mailed by United States registered mail, return
                   receipt requested, postage prepaid, addressed to the
                   respective addresses set forth below, or to such other
                   address as either party may have furnished to the other in
                   writing in accordance herewith, except that notice of change
                   of address shall be effective only upon receipt.

                   If to the Company:

                   Joseph E. Seagram & Sons, Inc.
                   375 Park Avenue
                   New York, New York 10152
                   Attention: General Counsel


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Mr. John D. Borgia                    -7-                         March 14, 2000



                           If to you, at the address indicated herein.

                  i.       Withholding Taxes. The Company may withhold from any
                           amounts payable under this Agreement such federal,
                           state and local taxes as may be required to be
                           withheld pursuant to any applicable law or
                           regulation.

                  j.       Counterparts.  This Agreement may be signed in
                           counterparts, each of which shall be an original,
                           with the same effect as if the signatures thereto and
                           hereto were upon the same instrument.

                                                          Sincerely,


                                                         /s/ Daniel R. Paladino
                                                         ----------------------
                                                         Daniel R. Paladino


Accepted and agreed to as of the date indicated above, this the 15 day of
March   , 2000.



/s/ John Borgia
---------------
John D. Borgia