Walt Disney Company (DIS)

Equalized Benefits Related to a Special Pension Agreement

In addition to any amount provided by any other provision of this Plan, the Employing Corporation shall pay a supplemental benefit to any eligible Participant who has entered into an agreement that has specifically designated by the Committee as a special pension agreement payable under the Plan (a “Special Pension Agreement”). The amount of the supplemental benefit shall be determined in accordance with the terms of the applicable Special Pension Agreement entered into by and between the Employing Corporation and the eligible employee designated therein. If the eligible employee is entitled to a lump-sum distribution of his or her benefits under this Appendix II pursuant to the subsection (e) of Article VIII and all or part of the distribution is attributable to the equalization of benefits related to the Retirement Plan and/or the Supplemental Plan, the amount of such lump-sum distribution or part thereof shall be determined in accordance with subsection (f) of Article VIII as if the benefits were provided under Article IV and/or VII, respectively. If there is a conflict between the terms of this Plan and the terms of Participant’s Special Pension Agreement, the terms of the Special Pension Agreement shall govern such Participant’s benefits under this Appendix II.