Walt Disney Company (DIS)

1.1 Background and History

ABC, Inc. established the Benefit Equalization Plan of ABC, Inc. (“Plan”) to equalize the benefits of employees participating in the ABC, Inc. Retirement Plan (“Retirement Plan”) and the ABC, Inc. Savings & Investment Plan (“Savings & Investment Plan”).

On an after December 1, 1988, the Plan equalized the benefits of the employees participating in the ABC, Inc. Supplemental Pension Plan (as set forth on Schedule XXXIII of the Retirement Plan on and after January 1, 1996).

Effective as of January 1, 1996, Participants in the Plan received a single sum distribution of the Actuarial Equivalent, as in effect at that time, of their Retirement Income under this Plan as a result of the Change in Control that occurred when The Walt Disney Company (the “Company”) acquired the ABC Inc. Future Retirement Income payable to such Participants shall be reduced by the Retirement Income distributed, as further described in Plan section 4.1(b).

Effective May 9, 1997, Fairchild Publications, Inc. assumed responsibility for all liabilities and obligations of ABC Media, Inc. and its subsidiaries under:

for the benefits of then current and former employees of ABC Media, Inc. and its subsidiaries.

As of March 31, 1998, the Plan ceased equalizing benefits under the Savings & Investment Plan and distributed all benefits under the plan to applicable participants.

Prior to April 1, 1998, the Benefit Equalization Plan of Capital Cities Media, Inc. equalized the benefits under the Fairchild Publications, Inc. Publishing Pension Plan. As of April 1, 1998, the Benefit Equalization Plan of Capital Cities Media, Inc was merged into the Plan. On and after April 1, 1998, the Plan equalized the benefits for the Fairchild Publications, Inc. Publishing Pension Plan (as set forth on Schedule XXXVII of the Retirement Plan on and after April 1, 1998).

As of October 3, 2004, the Plan only equalized benefit under the ABC, Inc. Retirement Plan (and schedules set forth thereto).

The Plan was last restated to reflect amendments adopted through March 13, 1998. (Capitalized terms with special meanings are defined in Article 2 of this Plan.)

1.1 Background and History

The Walt Disney Company (“Company”) previously established The Walt Disney Productions and Associated Companies Key Employees Deferred Compensation and Retirement Plan (“Plan”) to provide retirement income to certain employees and to equalize the benefits of employees participating in certain retirement plans, including the Disney Salaried Service Pension Plan and the Disney Salaried Supplemental Pension Plan, both of which have been merged into the Disney Salaried Retirement Plan (“Retirement Plan”). The Plan was last restated effective as of May 1, 1984. (Capitalized terms with special meanings are defined in Article 2 of this Plan.)