This excerpt taken from the DIS DEF 14A filed Jan 6, 2005.



Average Annual Base Compensation

Highest Five Consecutive Years

     Years of Credited Service
     15      20      25      30      35

$   250,000

     $ 74,319      $ 99,121      $ 124,031      $ 148,800      $ 172,300


       146,507        195,371        244,344        293,175        340,737


       218,694        291,621        364,656        437,550        509,175


       290,882        387,871        484,969        581,925        677,613


       363,069        484,121        605,281        726,300        846,050


       435,257        580,371        725,594        870,675        1,014,488


       507,444        676,621        845,906        1,015,050        1,182,925


       579,632        772,871        966,219        1,159,425        1,351,362


       651,819        869,121        1,086,531        1,303,800        1,519,800


As of December 1, 2004, annual payments under the Disney Salaried Retirement Plan and the Amended and Restated Key Plan would be based upon an average compensation of $973,269 for Mr. Eisner, $1,713,986 for Mr. Iger, $788,865 for Mr. Staggs, $788,865 for Mr. Murphy and $728,477 for Mr. Braverman. Mr. Eisner has 20 years, Mr. Iger has five years, Mr. Staggs has 15 years, Mr. Murphy has 16 years and Mr. Braverman has two years of credited service.


Prior to transfer to The Walt Disney Company, Mr. Iger and Mr. Braverman were employed by ABC, Inc. and covered under the ABC, Inc. Retirement Plan and the Benefit Equalization Plan of ABC, Inc. Mr. Iger’s total combined estimated annual benefit payable at age 65 under these ABC plans is $648,774, determined on a straight-life annuity basis with credited service of 25 years accumulated prior to Mr. Iger’s transfer. Mr. Braverman’s total combined estimated annual benefit payable at age 65 under these ABC plans is $139,125, determined on a straight life annuity basis with credited service of nine years accumulated prior to Mr. Braverman’s transfer. Benefits under the ABC, Inc. Retirement Plan are based primarily on a participant’s credited years of service and average compensation while a participant under the plan. Average compensation is based on the highest five consecutive years of compensation during the last ten-year period of active plan participation, and compensation consists of all wages and bonus payments, exclusive of expense allowances and reimbursements, fringe benefits and stock option income. Like the Company’s Amended and Restated Key Plan, the Benefits Equalization Plan of ABC, Inc. is a non-qualified, non-funded plan that provides eligible participants retirement benefits in excess of the compensation limits and maximum benefit accruals that apply to tax-qualified plans. Participant contributions are not required, or allowed, under the ABC plans. In the event that either Mr. Iger or Mr. Braverman, at a future date, becomes entitled to a greater aggregate retirement benefit by crediting all of his years of ABC service under the Disney plans instead of the ABC plans, he will be entitled to receive the greater benefit.



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