Benefit Equalization Plan

EXHIBIT 10(cc)


JOSEPH E. SEAGRAM & SONS, INC.


BENEFIT EQUALIZATION PLAN


1. PURPOSE


The purpose of this Plan is to enable the Company to offer selected key
employees retirement benefits in addition to those provided by the
Pension Plan of the Company, and thereby aid the Company in attracting,
retaining and motivating highly skilled senior executives.


2. DEFINITIONS


"Additional Service" shall mean service as provided in Section 5(b).


"Average Final Compensation" shall mean the amount determined pursuant to
Section 6.


"Board of Directors" shall mean the Board of Directors of Joseph E.
Seagram & Sons, Inc.


"Committee" shall mean the Human Resources Committee of the Board of
Directors.


"Company" shall mean Joseph E. Seagram & Sons, Inc. and its subsidiaries.


"Continuous Service" shall mean "continuous service", as that term is
defined in the Pension Plan for purposes of determining the size of a
participant's Pension Plan benefits, plus (i) period deemed to be
continuous service under Section 5(c) of this Plan and (ii) any period of
service with The Seagram Company Ltd. or any of its subsidiaries which is
not treated as continuous service for this purpose under the Pension Plan
and which occurs immediately prior to the participant's employment with
the Company, in all events determined without regard to any limitation in
the Pension Plan on the number of years of continuous service. For this
purpose a "subsidiary" of The Seagram Company Ltd. is any entity in which
The Seagram Company Ltd. has, directly or indirectly, a 50% equity
interest.


"Employee" shall mean any person (including an officer or director)
employed by the Company on a salaried basis.


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"Participant" shall mean a key employee selected to participate in the
Plan.


"Pension Credit Service" shall mean the amount determined pursuant to
Section 5.


"Pension Plan" shall mean the Pension Plan for the Employees of Joseph E.
Seagram & Sons, Inc. and Subsidiaries.


"Plan" shall mean the Joseph E. Seagram & Sons, Inc. Benefit Equalization
Plan.


"Retirement" shall mean Deferred Retirement, Normal Retirement, Special
Early Retirement, Early Retirement or Disability Retirement, all as
defined in the Pension Plan.


3. ADMINISTRATION


The Plan shall be administered by the Committee. The Committee shall have
the full authority to interpret the Plan, to establish rules and
regulations relating to the Plan, and to employ and rely on such legal
counsel, actuaries and accountants as it may deem advisable to assist in
the administration of the Plan. The Committee's interpretation of the
Plan, and all actions taken within the scope of its authority, shall be
final and binding on the Company, its shareholders and its employees,
former employees and beneficiaries.


4. PARTICIPATION


The Committee shall, from time to time, designate those key employees who
shall be eligible to participate in the Plan. No employee or other person
shall have any claim or right to participate in the Plan.


5. DETERMINATION OF PENSION CREDIT SERVICES


(a) "Pension Credit Service" shall be equal to the sum of all years of
continuous service and all years of additional service, up to the
maximum permitted under the Plan. The maximum number of years of
pension credit service which may be credited to a participant is
the greater of (i) 35 years; or (ii) total years of continuous
service up to 40


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years; provided, however, that if the participant attains age 65
while employed by the Company and has been credited with 35 or
more years of continuous service, the participant shall be
credited with 40 years of pension credit service under the Plan.


(b) "Additional Service" shall be a number of years of service equal ...