Walt Disney Company (DIS)

5.4 Benefit Cash-out

Notwithstanding the time and form of payment determined pursuant to this Article 5, if the Actuarially Equivalent lump sum present value of all nonqualified deferred compensation plan benefits that the Participant (or his Joint/Contingent Annuitant) is entitled to receive under all nonaccount balance plans of the Company and all Affiliates, that must be aggregated for purposes of Treasury Regulations section 1.409A-1(c)(2), is less than the Code section 402(g)(1)(B) limit as of a Benefit Calculation Date, the Committee may, in its sole discretion, distribute the Participant’s Retirement Income to him (or his Joint/Contingent Annuitant) in a single lump sum payment; provided, however, that all of the Participant’s other nonaccount balance nonqualified plan benefits are also paid in a single lump sum payment as of the same date.

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5.4 Benefit Cash-out

Notwithstanding the time and form of payment determined pursuant to this Article 5, if the Actuarially Equivalent lump sum present value of all nonqualified deferred compensation plan benefits that the Participant (or his Joint/Contingent Annuitant) is entitled to receive under all nonaccount balance plans of the Company and all Affiliates, that must be aggregated for purposes of Treasury Regulations section 1.409A-1(c)(2), is less than the Code section 402(g)(1)(B) limit as of the Benefit Calculation Date, the Company may, in its sole discretion, distribute the Participant’s Retirement Income to him (or his Joint/Contingent

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Annuitant) in a single lump sum payment; provided, however, that all of the Participant’s other nonaccount balance nonqualified plan benefits are also paid in a single lump sum payment as of the same date.

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