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Disney Salaried Pension Plan A

Summary Plan Description Effective January 1, 2012

DC: 4012076-4

Contents
Disney Salaried Pension Plan A Overview 1 Overview ........................................................................................................... 1 Disney Salaried Pension Plan A ....................................................................... 1 ABC, Inc. Supplemental Pension Plan.............................................................. 1 Your Benefit Amount ......................................................................................... 1 Eligibility to Receive Retirement Benefits ......................................................... 2 Separation From Service Before You’re Vested ............................................... 2 Death Before You Start Receiving Benefits ...................................................... 2 Company and Affiliated Employer Definitions ................................................... 2 Eligibility to Participate 3 Who’s Eligible .................................................................................................... 3 Eligibility Service ............................................................................................... 3 When Participation Begins ................................................................................ 3 Changes in Eligibility Status .............................................................................. 3 Eligible Groups of Employees ........................................................................... 4 What Service Means 5 Overview ........................................................................................................... 5 Years of Vesting Service ................................................................................... 5 Definition of Vesting Service .......................................................................... 5 Vesting Requirements .................................................................................... 5 Military Service ............................................................................................... 6 Years of Pre-2012 Credited Service ................................................................. 6 Definition of Pre-2012 Credited Service ......................................................... 6 How Service Is Earned ................................................................................... 6 Special Rules.................................................................................................. 6 Military Service ............................................................................................... 7 Years of Post-2011 Benefit Accrual Service ..................................................... 7 Definition of Post-2011 Benefit Accrual Service............................................. 7 How Service Is Earned ................................................................................... 7 Military Service ............................................................................................... 7 Leave of Absence ........................................................................................... 7 Transfers from Ineligible Positions or Nonparticipating Companies ................. 7 Break in Service ................................................................................................ 8 How Your Benefits Are Determined 9 Overview ........................................................................................................... 9 If You Transfer Between Plans ......................................................................... 9 Disney Salaried Pension Plan A Formula ......................................................... 9
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1. Social Security Integrated Benefit (For service before January 1, 2012) 10 Gross Benefit (Part A) .................................................................................. 10 Social Security Offset (Part B)...................................................................... 10 2. Pay-Related Benefit (For service after December 31, 2011) ................... 11 Example........................................................................................................ 11 Calculating Your Benefit ............................................................................... 11 Average Final Earnings ................................................................................... 13 Earnings .......................................................................................................... 14 What's Included ............................................................................................ 14 What's Not Included ..................................................................................... 14 Final Average Pay ........................................................................................... 15 Definition....................................................................................................... 15 Eligible Pay ..................................................................................................... 15 What’s Included ............................................................................................ 15 What’s Not Included ..................................................................................... 15 Maximum Eligible Annual Earnings or Annual Pay......................................... 16 Social Security Covered Compensation ......................................................... 17 ABC Benefit Equalization Plan........................................................................ 18 Retirement Benefit Assumptions 19 Estimating Your Retirement Benefit ................................................................ 19 Union Employees Now Covered by the Plan ............................................... 19 When You Can Receive Benefits 20 When You Can Retire ..................................................................................... 20 Payment of Benefits ........................................................................................ 20 How to Elect a Payment Option ................................................................... 20 Final Benefit Amount .................................................................................... 21 Reemployment After Retirement .................................................................. 21 Social Security Benefits .................................................................................. 22 Normal Retirement .......................................................................................... 22 Early Retirement ............................................................................................. 22 Early Retirement Reductions .......................................................................... 22 How Reductions Affect Your Benefit ............................................................ 22 If You Were Hired Before April 1, 1998 ........................................................ 24 Late Retirement............................................................................................... 24 Deferred Vested Benefit .................................................................................. 25 When You Leave the Company ................................................................... 25 When You Can Receive Deferred Vested Benefits ..................................... 25 Automatic Lump-Sum Payments .................................................................... 25 Retirement Benefit Payment Options 27 How Your Retirement Benefit Is Paid ............................................................. 27 Standard Payment Methods ........................................................................... 27
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Optional Payment Methods ............................................................................. 27 Single Life Benefit ........................................................................................... 27 Joint and Survivor Benefits ............................................................................. 28 Certain and Life Benefit................................................................................... 28 Optional Lump Sums....................................................................................... 29 Payment of Optional Lump Sums ................................................................ 29 Withholding on Lump-Sum Payments .......................................................... 29 Reemployment After You Receive a Lump-Sum Payment .......................... 30 Period Certain Benefit (Publishing Plan participants only) ............................. 30 Social Security Level Income Option (Publishing Plan participants only)....... 30 Age 62 Level Income Option (Publishing Plan participants only) ................... 31 Minimum Benefit Formula ............................................................................... 31 Your Retirement Plan Benefit Effective January 1, 2009 ............................. 31 Relative Value ................................................................................................. 32 Rollovers ......................................................................................................... 32 Eligible Rollover Payments........................................................................... 32 Types of Rollovers ........................................................................................ 32 Choosing an Optional Payment Method If You're Married ............................. 33 Payment Options and Your Beneficiary Designation ................................... 33 Spousal Consent .......................................................................................... 33 Naming a Beneficiary ...................................................................................... 34 Minimum Distributions ..................................................................................... 34 Tax Rules ........................................................................................................ 35 Federal and State Taxation .......................................................................... 35 Special Tax Notice ....................................................................................... 35 Funding-Based Restrictions ......................................................................... 35 Preretirement Death Benefits 36 If You Die Before Benefits Begin .................................................................... 36 Payment to Spouse Beneficiaries ................................................................... 36 Timing and Form of Payment to the Surviving Spouse................................ 36 Payment to Non-Spouse Beneficiaries ........................................................... 37 Postretirement Death Benefits 38 If You Die After Benefits Begin ....................................................................... 38 Disability Benefits 39 Earning Benefits During Disability................................................................... 39 Total and Permanent Disability ....................................................................... 39 Returning to Work After a Disability ................................................................ 39 Receiving Your Retirement Benefit ................................................................. 40 Retiree Payments 41 Overview ......................................................................................................... 41 Direct Deposit .................................................................................................. 41
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Withholding ..................................................................................................... 41 Withholding on Monthly Payments ............................................................... 41 If You Don't Make a Withholding Choice ...................................................... 42 Retirement Payment Schedule ....................................................................... 42 When to Expect Your Payment .................................................................... 42 What to Do If Your Payment Is Missing ....................................................... 42 Situations Affecting Your Benefits 43 Overview ......................................................................................................... 43 Qualified Domestic Relations Order (QDRO) ................................................. 44 Overpayments .............................................................................................. 45 Plan Sponsor and Administrator 46 Overview ......................................................................................................... 46 Plan Identification ............................................................................................ 46 Plan Year......................................................................................................... 46 Plan Trustee .................................................................................................... 46 Service of Legal Process ................................................................................ 47 Benefit Review Process 48 Overview ......................................................................................................... 48 Initial Decision ................................................................................................. 48 If Your Benefit Is Denied ................................................................................. 48 Request for Review If Your Benefit Is Denied ................................................ 49 Final Decision .................................................................................................. 49 Changes to the Plan 51 If There Are Changes ...................................................................................... 51 If the Plan Ends ............................................................................................... 51 Mergers, Consolidations, or Transfers ............................................................ 51 Benefit Payments If the Plan Ends 52 Pension Benefit Guaranty Corporation ........................................................... 52 Your ERISA Rights 53 Receive Information About Your Plan and Benefits........................................ 53 Prudent Actions by Plan Fiduciaries ............................................................... 53 Enforce Your Rights ........................................................................................ 53 Assistance With Your Questions..................................................................... 55

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Disney Salaried Pension Plan A Overview
Overview
This summary plan description (SPD) describes benefits provided by the Disney Salaried Pension Plan A (the “Plan”), which was formerly known as the ABC, Inc. Retirement Plan, and your rights under the Plan. The SPD is based on official plan documents. It is not, nor is it intended to be, the official plan document(s) or a contract between the Company and any employee or contractor, or a guarantee of employment. Every effort has been made to ensure the accuracy of this information. In the event that there is a discrepancy between the SPD and the official plan document(s), the official plan document(s) will govern. The Company reserves the right to amend or terminate the Plan at any time. The Plan Administrator has the full discretion to interpret the terms of the Plan and determine your eligibility for benefits under the Plan. In addition, there may be situations where the Plan provides different benefits to different employee groups. Generally, this SPD explains those benefits that are applicable to an individual, based on his or her employee group. You have the right to request and receive, free of charge, a printed copy of this SPD from the Disney Add It Up! Benefits Center. If you terminated or transferred to an ineligible employee group before January 1, 2012, the Plan (or predecessor plan) as in effect at the time your employment terminated or the transfer was effective generally will apply to determine your benefits under the Plan. (You can request a copy of the SPD effective for that time from the Disney Add It Up! Benefits Center.) The section of this SPD entitled “Retirement Benefit Payment Options” applies to all individuals with vested Plan benefits whose benefit commencement dates occur after 2011. In addition, the sections of this SPD entitled “Retiree Payments,” “Situations Affecting Your Benefits,” “Plan Sponsor and Administrator,” “Benefit Review Process,” “Changes to the Plan,” “Benefit Payments If the Plan Ends,” and “Your ERISA Rights” apply to all individuals receiving or entitled to receive vested Plan benefits, regardless of their termination or transfer dates.

Disney Salaried Pension Plan A
The Plan is designed to provide income during your retirement. The Company currently pays the full cost of the Plan. If you earn a benefit under the Plan and meet the vesting requirements, monthly benefits are paid to you after you retire.

ABC, Inc. Supplemental Pension Plan
If you were a participant in the ABC, Inc. Supplemental Pension Plan, your benefit under the Plan will not be less than the benefit you had earned under the Supplemental Pension Plan formula as of March 31, 1998. For more information, call the Disney Add It Up! Benefits Center.

Your Benefit Amount
Your retirement benefit is determined by a formula based on all of these factors:

■ Your Years of Pre-2012 Credited Service; ■ Your Years of Post-2011 Benefit Accrual Service; ■ Your Average Final Earnings; ■ Your Final Average Pay; and
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■ Your Social Security Covered Compensation.
Generally, benefits are paid throughout your lifetime, beginning on your retirement date. And, retirement benefits generally are taxable income, so withholding rules apply.

Eligibility to Receive Retirement Benefits
If you meet the vesting requirements, your age when you leave the Company generally will determine your eligibility for:

■ Normal retirement; ■ Early retirement; ■ Late retirement; ■ Deferred vested benefits; and ■ Age 70-1/2 minimum distributions.
You receive your full benefit if payments begin on or after your normal retirement date in the form of a Single Life Benefit (which pays benefits monthly for your life). If payments begin earlier, or you elect a payment method other than the Single Life Benefit, your monthly benefit is reduced because it's expected to be paid for a longer period of time. These and other reductions and adjustments described in this SPD are based on the actuarial assumptions and factors specified in the Plan document.

Separation From Service Before You’re Vested
If you leave the Company and all Affiliated Employers before you're vested, no plan benefits are payable.

Death Before You Start Receiving Benefits
If you become vested in your retirement benefit and die before you start to receive payment, the Plan may provide preretirement death benefits for your spouse or other beneficiary. For Plan purposes, “spouse” means your spouse under federal law.

Company and Affiliated Employer Definitions
The term “Company” means all Affiliated Employers that are participating companies. You can obtain a list of participating companies from the Disney Add It Up! Benefits Center. Generally, an Affiliated Employer, as defined by the Internal Revenue Service (IRS), is any company at least 80% owned directly or indirectly by ABC before February 9, 1996, or by The Walt Disney Company (“Disney”) on or after February 9, 1996.

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Eligibility to Participate
Who’s Eligible
You're eligible to participate in the Plan on or after January 1, 2012 if you:

■ Are in an eligible group of employees (see below) on December 31, 2011; and ■ Continue to be in an eligible group of employees on and after January 1, 2012 without interruption; and ■ Have reached age 21 before January 1, 2012 1, or age 18 on or after January 1, 2012; and ■ Have completed one year of eligibility service.
If you are first hired into an eligible group of employees on or after January 1, 2012, you cannot become eligible to participate in the Plan. However, you may be eligible to participate in the Disney Retirement Savings Plan.

Eligibility Service
You earn one year of eligibility service when you complete 12 consecutive months of employment with the Company or an Affiliated Employer. 2

When Participation Begins
You're automatically enrolled in the Plan on the first day of the month on or after the date you meet the eligibility requirements.

Changes in Eligibility Status
If you're no longer eligible to participate in the Plan because of a change in your job classification, you'll still earn vesting service while you're working for the Company or an Affiliated Employer. When your employment in an eligible group of employees ends on or after January 1, 2012, for any reason (including due to disability), you will forever stop being eligible to participate in the Plan, except under the following circumstances: ■ If, on or after January 1, 2012, you transfer directly from an eligible group of employees to a salaried position with an Affiliated Employer that would have qualified you for participation in the Disney Salaried Pension Plan D (formerly known as the Disney Salaried Retirement Plan) if your transfer had occurred on December 31, 2011, you will continue to be eligible to participate under the Plan while your employment in that new position continues; or ■ If you are absent from employment in an eligible group due to military service and you return to that employment with reemployment rights, you will be treated as if your employment had continued during the absence. If you first transfer into (or transfer back into) an eligible group of employees on or after January 1, 2012, you will not be eligible to participate in the Plan. However, you may be eligible to participate in the Disney Retirement Savings Plan.
1 2

Age 24, if you were hired before January 1, 1985. Before 2009, a part-time employee earned one year of eligibility service only if the employee worked at least 1,000 hours during a computation period. For this purpose, a computation period included the first 12 months of employment or any plan year starting after employment began. Salaried Pension Plan A

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Eligible Groups of Employees
You're in an eligible group of employees if you're a non-union salaried employee of the Company or an employee covered under a collective bargaining agreement that provides for your participation in the Plan, who is: ■ Paid directly by the Company in U.S. currency; and ■ Employed on a regular full-time or regular part-time basis; and ■ Not specifically excluded below. You’re not in an eligible group of employees if you’re:

■ A casual limited employee or a daily hire; or ■ Hired for a temporary period, such as for a special event or specific prime-time program or series (unless
you’re covered by a collective bargaining agreement that provides for your participation in the Plan); or

■ A leased employee or otherwise performing services for the Company under an agreement with a third
party; or

■ Not classified as an employee by the Company, regardless of any later determination to the contrary by
the IRS or any governmental agency or ruling; or

■ Covered by a collective bargaining agreement (unless the collective bargaining agreement provides for
your participation in the Plan); or

■ Employed under an agreement that precludes your participation in this Plan; or ■ A nonresident alien of the United States with no U.S. source income; or ■ Employed in a division, unit, or department designated by the Company to be nonparticipating.
For purposes of the above: ■ A “casual limited employee” is an employee hired, generally for 30 weeks or less, for a special project or a temporary extended workload, and ■ A “daily hire” is, except as provided by an applicable collective bargaining agreement, an employee hired on a day-to-day basis, usually for a one-day assignment.

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What Service Means
Overview
Service means the length of time you work for the Company or an Affiliated Employer. You earn these types of service under the Plan:

■ Years of Vesting Service, which determines your right to receive a retirement benefit; and ■ Years of Pre-2012 Credited Service, which determines the amount of your retirement benefit for service
before January 1, 2012; and

■ Years of Post-2011 Benefit Accrual Service, which determines the amount of your retirement benefit for
service after December 31, 2011.

Years of Vesting Service
Definition of Vesting Service Vesting service determines your eligibility to receive a retirement benefit. You earn vesting service for complete years and months you're employed by the Company or an Affiliated Employer after December 31, 1983. For this purpose, employment generally includes: ■ Any absence from employment up to one year, or ■ Any approved leave of absence up to two years if you return to work or die before the leave ends. Also, for service on or before December 31, 1983, you receive years of service determined under the Plan terms in effect on that date or under the Plan terms in effect after that date, whichever is greater. On February 9, 1996, ABC, Inc. was acquired by The Walt Disney Company ("Disney"). If you worked for Disney before February 9, 1996 and you are hired by the Company on or after that date, your prior Disney vesting service counts for vesting purposes under the Plan if you were fully vested under a Disney defined benefit retirement plan. If you were not vested, your prior Disney vesting service will count toward vesting under the Plan if you were hired by the Company on or after February 9, 1996, and within five years after leaving Disney. If you were covered by another retirement plan while you were an employee of the Company, your service under that plan might count toward your Years of Vesting Service in the Plan. In addition, if you were employed by an employer that was acquired by the Company, your service with the acquired employer might count toward your Years of Vesting Service in the Plan. Vesting Requirements If you leave the Company and all Affiliated Employers on or after January 1, 2012, you'll be vested and, therefore, eligible for any retirement benefit you may have earned, if you have completed at least three Years of Vesting Service when you leave. Or, if you're working for the Company or an Affiliated Employer when you reach age 65, you’ll be vested and eligible for any retirement benefit you may have earned.

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You're also automatically 100% vested in your retirement benefit (to the extent the Plan is funded) if the Plan is completely terminated or the Plan is partially terminated and you are affected by the partial termination. Once vested, you've earned a right to your retirement benefit from the Plan, even if you leave the Company before retirement age. Military Service Vesting service includes the period of time you spend in the military service of the United States, provided that you resume employment with the Company or an Affiliated Employer within the time period after becoming eligible for discharge or release from the U.S. military service, during which your reemployment rights are protected by law. Additionally, if you die while on military leave during which your reemployment rights are protected by law, your beneficiary will receive any additional benefits that would have been provided to your beneficiary had you resumed employment prior to your death. This includes, to the extent applicable under the Plan, vesting and ancillary death benefits, but not additional accruals.

Years of Pre-2012 Credited Service
Definition of Pre-2012 Credited Service Years of Pre-2012 Credited Service are used to determine the amount of your retirement benefit for service before January 1, 2012. No Years of Pre-2012 Credited Service are credited for service after December 31, 2011. How Service Is Earned In general, your Years of Pre-2012 Credited Service include: ■ The years and complete months of your employment with the Company while you are actively participating in the Plan after December 31, 1984, and before January 1, 2012, plus ■ Any credited service you earned on or before December 31, 1984, determined based on Plan provisions in effect during those years. Special Rules Your Years of Pre-2012 Credited Service are subject to the following: ■ Years of Pre-2012 Credited Service also include up to one year of service before 2012 during which you are employed in an eligible group of employees immediately before becoming a Plan participant. However, you won’t receive credit for service before you satisfy the eligibility age requirement in effect under the Plan when you first became eligible to participate. ■ You can earn up to a maximum of 40 Years of Pre-2012 Credited Service. ■ Years of Pre-2012 Credited Service generally include (1) a period of absence from employment in an eligible group up to one year or (2) an approved leave of absence from employment in an eligible group up to two years if you return to work or die before the leave ends. ■ Prior to 2009, a part-time employee earned a Year of Pre-2012 Credited Service for each plan year beginning after 1984 during which he worked at least 1,000 hours in an eligible employee group, and the rule above did not apply.

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■ If you were an employee of the Company on July 1, 1979, and you were eligible to participate in the Plan before January 1, 1978 but did not make the required employee contributions, you'll be given credit for your pre-1978 service as if you had contributed. However, your Plan benefit will be reduced by the amount of any pension benefit you receive from any other Company pension plan that is based on your pre-1978 service. Military Service Years of Pre-2012 Credited Service include the period of time before January 1, 2012 during which you are absent from an eligible position due to U.S. military service, provided that you resume employment with the Company within the time period after becoming eligible for discharge or release from the U.S. military service, during which your reemployment rights are protected by law.

Years of Post-2011 Benefit Accrual Service
Definition of Post-2011 Benefit Accrual Service Years of Post-2011 Benefit Accrual Service are used to determine the amount of your retirement benefit for service after December 31, 2011. No Years of Post-2011 Benefit Accrual Service are credited for service before January 1, 2012. How Service Is Earned You receive Years of Post-2011 Benefit Accrual Service for your employment in an eligible group of employees after December 31, 2011 while you are eligible to participate in the Plan (including any period during which you were completing your year of eligibility service). Your Years of Post-2011 Benefit Accrual Service are measured in years and fractions of a year, rounded to the next full month. You won’t receive Years of Post-2011 Benefit Accrual Service: ■ For service before January 1, 2012; ■ For periods lost due to a Break in Service; or ■ After you cease to be eligible to participate in 2012 or later. Military Service Years of Post-2011 Benefit Accrual Service include the period of time after December 31, 2011 you are absent from an eligible position due to U.S. military service, provided that you resume employment with the Company within the time period after becoming eligible for discharge or release from the U.S. military service, during which your reemployment rights are protected by law. Leave of Absence Years of Post-2011 Benefit Accrual Service include a period of approved leave of absence (other than an FMLA leave) up to two years, but only if: ■ You are eligible to participate when the leave begins; and ■ You return to work or die before the leave ends.

Transfers from Ineligible Positions or Nonparticipating Companies
If, before January 1, 2012, you become eligible to participate in the Plan because of a change in your job classification or a transfer from an Affiliated Employer that is a nonparticipating company, for benefit accrual purposes, you generally receive credit only for:

■ Years of Pre-2012 Credited Service during which you're eligible to participate in the Plan before January
1, 2012.
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■ Years of Post-2011 Benefit Accrual Service during which you’re eligible to participate in the Plan after
December 31, 2011. Special provisions may apply for transfers of special event talent employees or transfers from acquired companies before January 1, 2012. Contact the Disney Add It Up! Benefits Center for more information. Any employee who transfers, on or after January 1, 2012, to employment with the Company from an ineligible group or a nonparticipating company will not be eligible to participate in the Plan, regardless of the reason for the transfer.

Break in Service
You generally will have a break in service for each 12-consecutive-month period during which you do not work for the Company or an Affiliated Employer. If you have less than five consecutive breaks in service, or if you are vested when your break in service begins, your pre-break Years of Vesting Service, Years of Pre-2012 Credited Service, and Years of Post2011 Benefit Accrual Service are restored if you later return to the Company or an Affiliated Employer. However, if you are not vested and you have five or more consecutive breaks in service, you will lose credit for those prior Years of Vesting Service, Years of Pre-2012 Credited Service, and Years of Post-2011 Benefit Accrual Service. Also, if you have previously received a lump sum payment of your entire accrued benefit under the Plan, your prior Years of Pre-2012 Credited Service and Years of Post-2011 Benefit Accrual Service will be disregarded when you return to the Company or an Affiliated Employer. If you were a plan participant when you terminated employment and were rehired by the Company before January 1, 2012 in an eligible position, you were eligible to resume participation in the Plan on the first day of the first calendar month on or after your rehire date. If you are rehired by the Company on or after January 1, 2012, you cannot resume participation in the Plan. However, you may be eligible to participate in the Disney Retirement Savings Plan. If you take an approved leave of absence for your pregnancy, the birth or adoption of a child, or caring for a child immediately after birth or adoption, the first year of your leave of absence generally will count as service, and the second year will not count as a break in service. You also won’t have a break in service: ■ If you leave the Company to serve in the armed forces and return to active employment after you complete your military service within the period provided under veteran’s reemployment rights laws. You’ll be credited with service under the Plan according to those laws, or ■ Solely due to a period of leave under the Family and Medical Leave Act of 1993. If you had a break in service before January 1, 1985, you will lose credit for your prior Years of Vesting Service and Years of Pre-2012 Credited Service, and the above rule will not apply, if your consecutive breaks in service as of December 31, 1984 equaled or exceeded your Years of Vesting Service as of your pre-1985 termination date.

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How Your Benefits Are Determined
Overview
Retirement benefits under the Plan are determined using the Disney Salaried Pension Plan A Formula based on your Average Final Earnings, Years of Pre-2012 Credited Service, Social Security Covered Compensation, Final Average Pay, and Years of Post-2011 Benefit Accrual Service. In addition, if you were earning benefits under the ABC, Inc. Supplemental Pension Plan formula on March 31, 1998, a minimum benefit applies. Or, if you were a participant in the Plan on January 1, 2009, a minimum benefit may apply. The formulas assume you start receiving retirement benefit payments on your normal retirement date, and that payments are made for your lifetime only (under the Single Life Benefit method). After reviewing how your benefits are calculated, you should also understand:

■ When you can start benefits; and ■ The available retirement benefit payment options.
Depending on when you start receiving benefits and the payment option you choose, your benefit amount will be reduced, if your benefit is expected to be paid over a longer time period. You can get an estimate of your retirement benefit at Disney AddItUp! Online at www.disneyadditup.com or by calling the Disney Add It Up! Benefits Center. Estimates are based on certain retirement benefit assumptions.

If You Transfer Between Plans
If you worked for more than one business unit or union or changed status, you might receive benefits from more than one Disney retirement plan. Generally, if you transfer between retirement plans, your retirement benefit is calculated under both plans, based on provisions in effect while you are eligible to participate in each plan, and you receive the sum of the benefits. (However, your individual circumstances may vary. Call the Disney Add It Up! Benefits Center for information.) An employee who transfers, on or after January 1, 2012, to employment with the Company from an ineligible group or a nonparticipating company will not be eligible to participate in the Plan, regardless of the reason for the transfer.

Disney Salaried Pension Plan A Formula
Your normal retirement benefit is calculated as the sum of two amounts: 1. Your Social Security integrated benefit for service before January 1, 2012, plus 2. Your pay-related benefit for service after December 31, 2011.

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1. Social Security Integrated Benefit (For service before January 1, 2012) Your Social Security integrated benefit is based on your Average Final Earnings, Years of Pre-2012 Credited Service, and Social Security Covered Compensation. Your annual Social Security integrated benefit is calculated as the difference of two parts:

■ Your Gross Benefit; and ■ The Social Security Offset.
Here's the formula you'd use to calculate the Social Security integrated benefit part of your normal retirement benefit: Gross Benefit (Part A) Part A is equal to the lower of Part A1 or Part A2, calculated using the following formulas: Part A1 Formula 1. Average Final Earnings 2. Multiplied by 1.6% 3. Multiplied by your projected Years of Pre-2012 Credited Service up to age 65 (maximum of 40), determined as if service continued to be credited after 2011 Equals Part A1

Part A2 Formula 1. Part A1 2. Multiplied by your actual Years of Pre-2012 Credited Service (maximum of 40) earned through December 31, 2011 3. Divided by your projected Years of Pre-2012 Credited Service up to age 65 (maximum of 40), determined as if service continued to be credited after 2011 Equals Part A2 Social Security Offset (Part B) Part B is equal to the lower of Part B1 or Part B2. Your Part B offset cannot be more than 50% of your Part A benefit. Part B1 Formula 1. Covered compensation factor of .70%* 2. Multiplied by the lower of Social Security Covered Compensation or Average Final Earnings 3 Multiplied by your projected Years of Pre-2012 Credited Service up to age 65 (maximum of 35), determined as if service continued to be credited after 2011 4. Multiplied by your actual Years of Pre-2012 Credited Service (maximum of 40) earned through December 31, 2011 5. Divided by your projected Years of Pre-2012 Credited Service up to age 65 (maximum of 40), determined as if service continued to be credited after 2011 Equals Part B1 *.75% if you were born before 1938; .65% if you were born after 1954.
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Part B2 Formula 1. Part A2 2. Multiplied by 50% Equals Part B2 Your annual Social Security integrated benefit at normal retirement age is equal to the lower of Part A1 or Part A2 minus the lower of Part B1 or Part B2. 2. Pay-Related Benefit (For service after December 31, 2011) Your annual pay-related benefit is based on your Final Average Pay and your Years of Post-2011 Benefit Accrual Service. Here’s the formula you’d use to calculate the pay-related part of your normal retirement benefit: PAY-RELATED BENEFIT FORMULA 1.25% of your Final Average Pay Multiplied by your Years of Post-2011 Benefit Accrual Service Equals your pay-related benefit at normal retirement age

1. 2.

Example Remember, your normal retirement benefit is calculated by adding these two amounts together:

■ Your Social Security integrated benefit for service before January 1, 2012, plus ■ Your pay-related benefit for service after December 31, 2011.
For this example assume that:

■ Your Average Final Earnings are $57,000. ■ You have 15 Years of Pre-2012 Credited Service. ■ You would have 23 Years of Pre-2012 Credited Service if you continued working until age 65 and service
credits continued after 2011.

■ You were born in 1954 (covered compensation=$81,972 3) ■ Your Final Average Pay is $58,000. ■ You have 4 Years of Post-2011 Benefit Accrual Service.
Calculating Your Benefit 1. Social Security Integrated Benefit (For service before January 1, 2012) Here’s how you’d calculate the Social Security integrated benefit part of your monthly normal retirement benefit:

3

This number is from the 2011 covered compensation table. Covered compensation from the table for the year you are last eligible to participate would be used in an actual calculation. Salaried Pension Plan A

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Part A: Gross Benefit Calculate Part A1 Part A1 Formula 1. Average Final Earnings 2. Multiplied by 1.6% (.016 x 57,000) 3. Multiplied by your projected Years of Pre-2012 Credited Service up to age 65 (maximum of 40), determined as if service continued to be credited after 2011 Equals Part A1 Calculate Part A2 Part A2 Formula 1. Part A1 2. Multiplied by your actual Years of Pre-2012 Credited Service (maximum of 40) earned through December 31, 2011 3. Divided by your projected Years of Pre-2012 Credited Service up to age 65 (maximum of 40), determined as if service continued to be credited after 2011 Equals Part A2 Part B: Social Security Offset Calculate Part B1 Part B1 Formula 1. 2. 3. 4. 5. Covered compensation factor of .007* Multiplied by the lower of Social Security Covered Compensation or Average Final Earnings Multiplied by your projected Years of Pre-2012 Credited Service up to age 65 (maximum of 35) Multiplied by your actual Years of Pre-2012 Credited Service (maximum of 40) Divided by your projected Years of Pre-2012 Credited Service up to age 65 (maximum of 40) Equals Part B1 *.0075 if you were born before 1938; .0065 if you were born after 1954. = x x x ÷ = Example .007 $57,000 23 15 23 $5,985 x ÷ = Example $20,976 15 23 $13,680 x x = Example $57,000 $912 23 $20,976

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Calculate Part B2 Part B2 Formula 1. 2. Part A2 Multiplied by 50% Equals Part B2 = x = Example $13,680 50% $6,840

The Social Security integrated part of your monthly normal retirement benefit is determined by subtracting the lower of Part B1 or Part B2 from Part A, and dividing by 12. Social Security Integrated Benefit Formula 1. 2. 3. The lower of Part A1 or Part A2 Minus the lower of Part B1 or Part B2 Divided by 12 Equals your monthly Social Security integrated benefit at normal retirement age = ÷ = Example $13,680 $5,985 12 $641.25

2. Pay-Related Benefit (For service after December 31, 2011) Here’s how you’d calculate the pay-related part of your monthly normal retirement benefit: Pay-Related Benefit Formula 1. 2. 3. 1.25% of your Final Average Pay (.0125 x $58,000) Multiplied by your Years of Post-2011 Benefit Accrual Service Divided by 12 Equals your monthly pay-related benefit at normal retirement age = x ÷ = Example $725 4 12 $241.67

Putting It Together Add your Social Security integrated benefit and your pay-related benefit together to determine your total monthly normal retirement benefit: Formula 1. Your Social Security integrated benefit for service before January 1, 2012 2. Plus your pay-related benefit for service after December 31, 2011 Equals your total monthly retirement benefit at normal retirement age + = Example $641.25 $241.67 $882.92

Remember that the benefit you receive from Social Security is in addition to your Company retirement benefit. Depending on when you start your monthly retirement benefit and the payment option you choose, your monthly retirement benefit might be reduced, because it's expected to be paid over a longer period of time.

Average Final Earnings
Average Final Earnings is the average of your annual Earnings for the consecutive five-calendar-year period within the last 10 calendar years during which you earned Years of Pre-2012 Credited Service and/or Years of Post-2011 Benefit Accrual Service and your Earnings were highest.
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If you have less than five Years of Pre-2012 Credited Service and Post-2011 Benefit Accrual Service, your Average Final Earnings is an average of your annual Earnings for the full period of your Years of Pre-2012 Credited Service and Post-2011 Benefit Accrual Service. If you have at least five calendar Years of Pre-2012 Credited Service and Post-2011 Benefit Accrual Service and you terminate employment before the last day of a calendar year, your Earnings for your termination year will be equal to your actual Earnings for that year combined with a prorated portion of your Earnings from the calendar year exactly five years earlier. For example, if you terminate employment on September 30, 2012, your actual Earnings from January 1 through September 30 (approximately 3/4 of a year) will be combined with approximately 1/4 of your Earnings from 2007 to make a complete year of Earnings. In this example, your five consecutive calendar years of Earnings will include the full calendar year Earnings for 2008, 2009, 2010, 2011, and the Earnings for the combined 2007 and 2012 periods. Effective January 1, 2012, your Average Final Earnings will never be less than your Average Final Earnings calculated as of December 31, 2011. Note: To calculate your average monthly Earnings, divide your Average Final Earnings by 12.

Earnings
What's Included Your Earnings include:

■ Base pay; ■ Regular incentive and sales bonuses (when earned); ■ Overtime pay; ■ Commissions; ■ Before-tax contributions you make to any Disney 401(k) plan, if you're eligible; and ■ Before-tax contributions you make for any Company-provided health and welfare coverage (including
qualified transportation benefits). What's Not Included Some types of pay that aren't included in Earnings are:

■ Reimbursements or other expense allowances; ■ Stock options and restricted stock awards; ■ Moving expenses; ■ Fringe benefits; ■ Deferred compensation (other than contributions to the Disney 401(k) plan); ■ Severance; ■ Unused vacation;
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■ Back pay; ■ Strike pay; ■ Imputed income based on the value of health coverage for a domestic partner; ■ Pay for periods you are not employed in an eligible position; and ■ Special bonuses paid to “highly compensated employees” as defined in the Internal Revenue Code.
If you are a union employee participating in the Plan, your Earnings are determined as described in your collective bargaining agreement. Contact the Disney Add It Up! Benefits Center for more information.

Final Average Pay
Definition Your Final Average Pay is the annual average of your Eligible Pay for the consecutive 60-full-month period during the 120 months of your employment ending with the last full month during which you were eligible to participate in the Plan for which your Eligible Pay was the highest. Months in which you receive no eligible pay or are paid for only part of the month are disregarded; months before and after are treated as consecutive. Eligible Pay you received before January 1, 2012 is counted. If you haven’t been employed by the Company for 60 full months, your Final Average Pay is an annual average of your Eligible Pay for your full months of employment.

Eligible Pay
What’s Included Eligible Pay includes:

■ Base pay; ■ Overtime; ■ Regular bonus (when paid); ■ Commissions; ■ Before-tax contributions you make to any Disney 401(k) plan, if you're eligible; and ■ Before-tax contributions you make for any Company-provided health and welfare coverage (including
qualified transportation benefits). What’s Not Included Some types of pay that are not Eligible Pay are:

■ Reimbursements or expense allowances (other than reimbursement of qualified transportation benefits); ■ Moving expenses ■ Fringe benefits (such as unused holiday or vacation pay and adoption or educational assistance);

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■ Taxable welfare benefits (such as severance pay, strike pay, short-term disability insurance, and imputed
income (such as income based on the value of health coverage for a domestic partner or the cost of life insurance));

■ Deferred compensation (other than contributions to the Disney 401(k) plan); ■ Special bonuses paid to employees who are highly compensated under the Internal Revenue Code (such
as sign-on bonuses, retention bonuses, ad-hoc bonuses, prizes and awards, stock awards, stock option income, relocation COLA allowances, company tax payments, expatriate premiums and allowances, and other allowances and perquisites);

■ Amounts paid before your employer was acquired by Disney; and ■ Amounts paid after you cease to be eligible to participate in the Plan.
If you are a union employee participating in the Plan, your Eligible Pay is determined as described in your collective bargaining agreement. Contact the Disney Add It Up! Benefits Center for more information.

Maximum Eligible Annual Earnings or Annual Pay
The Internal Revenue Service (IRS) limits annual earnings or annual eligible pay for calculating retirement benefits. The IRS might adjust the maximum amount each year to reflect changes in the cost of living. This table shows recent years' maximum annual earnings or annual eligible pay amounts:

Year 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
Salaried Pension Plan A

IRS Maximum Amount $200,000 $209,200 $222,200 $228,860 $235,840 $150,000 $150,000 $150,000 $160,000 $160,000 $160,000 $170,000 $170,000 $200,000 $200,000 $205,000 $210,000 $220,000 $225,000 $230,000 $245,000
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Year 2010 2011

IRS Maximum Amount $245,000 $245,000

Social Security Covered Compensation
Social Security Covered Compensation is the average of the annual Social Security taxable wage bases for the 35-year period ending in the year you have reached (or will reach) Social Security retirement age and are eligible for full Social Security retirement benefits. The Social Security taxable wage base is the maximum amount of pay that is subject to the Social Security (OASDI) taxes paid by both you and the Company to fund your Social Security benefit. By law, your Social Security retirement age is based on your year of birth: Social Security Retirement Age 65 66 67

Year of Birth 1937 and before 1938-1954 1955 and after

The IRS publishes a table each year that lists the Social Security Covered Compensation by year of birth. Past years are calculated using those years' actual wage bases. Future years are projected at the current taxable wage base. Social Security Covered Compensation increases each year before you reach your Social Security retirement age. This is because the new, higher, actual wage base replaces the estimated wage base for the past year. However, the Social Security Covered Compensation used in your benefit calculation will not increase after the last day on which you are eligible to earn benefits under the Plan. In addition, starting in 2012, an increase in Social Security Covered Compensation will not reduce the Social Security integrated benefit you have earned as of the end of the preceding year. Social Security Covered Compensation is based on your year of birth. The 35-year average of the Social Security Wage Base Table changes every year. Here's the table for 2011: Calendar Year of Calendar Year of Social Birth Security Retirement 1943 1944 1945 1946 1947 1948 1949 1950 1951 1952 1953 1954 1955
Salaried Pension Plan A

2011 Covered Compensation $56,628 $59,268 $61,884 $64,464 $67,008 $69,408 $71,724 $73,920 $76,044 $78,084 $80,052 $81,972 $85,620
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2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2022

Calendar Year of Calendar Year of Social Birth Security Retirement 1956 1957 1958 1959 1960 1961 1962 1963 1964 1965 1966 1967 1968 1969 1970 1971 1972 1973 1974 1975 1976 and later 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 and later

2011 Covered Compensation $87,384 $89,064 $90,660 $92,184 $93,648 $95,052 $96,372 $97,680 $98,940 $100,116 $101,220 $102,192 $103,068 $103,824 $104,448 $105,012 $105,552 $106,032 $106,392 $106,656 $106,800

ABC Benefit Equalization Plan
The federal government sets limits (such as the limit on annual earnings and eligible pay described above) on benefits provided under the Plan. This typically affects only higher-paid employees. To provide benefits similar to those that other employees receive, the Company maintains the Benefit Equalization Plan of ABC, Inc. (BEP) for certain eligible nonunion employees. If you are affected by the federal government limits and covered by the BEP, you will receive a summary of the BEP provisions.

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Retirement Benefit Assumptions
Estimating Your Retirement Benefit
When you request an estimate of your retirement benefit either at Disney AddItUp! Online at www.disneyadditup.com or by calling the Disney Add It Up! Benefits Center, you can vary any of the following assumptions:

■ Your Last Day of Employment—This is the last day you expect to work as an employee with the
Company.

■ Date You Begin Receiving Benefits—This is the date you expect to begin receiving your plan benefit.
This date must be the first of a month. When you apply for your first check, you might have to allow extra time for administrative processing.

■ Your Beneficiary's Relationship to You—Under certain payment options, a benefit is payable to your
beneficiary after your death.

■ Your Beneficiary's Birth Date—Both your beneficiary's age and your age are used to calculate the
amounts for some payment options.

■ Your Estimated Annual Pay Increase Percentage—This is an estimated average annual increase of
your earnings and eligible pay. Keep in mind that a higher estimated percentage results in higher estimated earnings and eligible pay before retirement and a larger benefit estimate. Only your actual earnings and eligible pay before retirement will determine your actual benefit amount.

■ Your Annual Bonus Pay Amount—This is an estimated annual bonus amount.
Union Employees Now Covered by the Plan If you were covered by one of the following unions while working for the Company, participated in the union’s pension plan, and later, but before January 1, 2012, became eligible for the Plan due to a change in status (and completed at least one year of service in that status), your service earned under the prior (union) plan will be considered Years of Pre-2012 Credited Service under this Plan. Your accrued benefit from this Plan will be offset by the value of the accrued benefit from the prior plan. This applies to former union employees of:

■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■

AFTRA; DGA; IATSE; IBEW; IUOE; NABET; SEIU; STDU; USA; WGA; UBCJA; and IBPAT.

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When You Can Receive Benefits
When You Can Retire
You can elect to retire and begin receiving monthly retirement benefits at:

■ Normal retirement; ■ Early retirement; or ■ Late retirement.
In all cases, you must complete the vesting requirements to be eligible for a monthly retirement benefit. If you leave the Company before your early retirement date but after you're vested, you'll be eligible for a deferred vested benefit.

Payment of Benefits
When you're ready to retire, you must choose the date you want your monthly retirement benefits to start. This date is always the first of the month and must be on or after your last day of employment with the Company and all Affiliated Employers. Payments will be made as follows:

■ Monthly retirement benefit payments must begin the first day of the month on or after your retirement
date if you elect normal or late retirement. If you retire or otherwise terminate employment before your normal retirement date, monthly retirement benefit payments begin on your requested payment start date (but not later than the first day of the month on or after your 65th birthday).

■ Lump sum payments of benefits valued at $1,000 or less generally are paid about three months after you
terminate employment, if applicable.

■ Other lump sum payments are made on the first day of the month on or after your retirement date (if you
elect normal or late retirement) or otherwise on your requested payment start date. ■ Your benefit payments are required to begin as of the April 1 next following the year in which you reach age 70-1/2, even if you have not yet retired. When you want to begin receiving benefits, the main pension page at Disney AddItUp! Online at www.disneyadditup.com provides information to lead you through the process. How to Elect a Payment Option To begin the retirement process, you must request a retirement package either at Disney AddItUp! Online at www.disneyadditup.com or by contacting the Disney Add It Up! Benefits Center at 1-800-354-3970 no more than 90 days before you want your benefits to begin. In that package, you'll be offered the opportunity to elect how your monthly retirement benefit will be paid to you. Your retirement package will include:

■ Your monthly retirement benefit amount under each payment option;

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■ The terms and conditions of your retirement benefit; ■ Information regarding spousal consent; ■ Information regarding rollover of funds; ■ Tax withholding information; and ■ Direct deposit information.
Final Benefit Amount You may receive your first benefit payment before final data is received, generally 60 days after your employment ends. Your monthly retirement benefit may be adjusted once final data is received and processed. Reemployment After Retirement If you are reemployed by the Company or an Affiliated Employer after you’ve already retired and have started to receive monthly retirement benefits, starting January 1, 2012, you will continue to receive monthly retirement benefits during your reemployment and no benefit payments will be suspended. If any payments were suspended for months before January 1, 2012, you won’t receive any adjustment for the retirement payments that were withheld. If you were rehired before January 1, 2012, you earn Years of Pre-2012 Credited Service and Years of Post-2011 Benefit Accrual Service during your reemployment, and you again leave the Company and all Affiliated Employers after January 1, 2012, the additional benefits you earned during your reemployment:

■ will start after you leave the Company and all Affiliated Employers or, if earlier, April 1 next following the
year in which you reach age 70-1/2;

■ will not be reduced to reflect prior monthly payments; and ■ will be paid in the standard payment method based on your marital status unless you elect an optional
payment method. When your reemployment ends, you will also be permitted to make a new payment method election for the monthly benefit you were receiving before you were reemployed. If you wish to do so, you must contact the Disney Add It Up! Benefits Center, in the manner required by the Plan Administrator, no later than 180 days after you leave the Company and all Affiliated Employers. If you do not contact the Disney Add It Up! Benefits Center and request the paperwork to change your payment form within 180 days, or if you fail to return the required documentation of your election within the time requested by the Plan Administrator, you will forever lose the opportunity to change the payment method for your monthly benefit. If your original payment form is a Joint and Survivor Benefit with your spouse as beneficiary, your spouse must consent to your election of a new payment method even if you are no longer married. Your future monthly benefit payments will be actuarially adjusted to reflect any new payment method you elect. NOTE: If you are working past age 65 and fewer than 80 hours per month, any additional benefits you earned during your reemployment before January 1, 2012 are required to commence while you are still working (even before the applicable April 1). You will be required to make a payment method election for these payments when they begin and, if you earn additional benefits, when your reemployment ends. If this applies to you, contact the Disney Add It Up! Benefits Center to start your benefits.

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Social Security Benefits
Social Security is a program sponsored by the federal government and paid for by you and your employer. When you reach Social Security retirement age, you can receive monthly Social Security benefits in addition to any monthly retirement benefits you receive from this Plan. You'll need to apply for Social Security benefits. Contact the Social Security Administration Office at 1-800-772-1213 or go to www.socialsecurity.gov for more information.

Normal Retirement
Normal retirement age is age 65. Your normal retirement date is the first day of the month on or after your 65th birthday.

Early Retirement
Your early retirement date is the first day of the month on or after your 55th birthday (or your satisfaction of the vesting requirements, if later). You can elect to begin receiving monthly retirement benefits at any time between the ages of 55 and 65 after you have satisfied the vesting requirements and have terminated employment from the Company and all Affiliated Employers. Your benefit amount payable when you reach age 65 is calculated according to the plan formula. If you begin receiving monthly retirement benefits before age 65, or elect a payment method other than the Single Life Benefit, your monthly retirement benefit amount will be reduced, because it's expected to be paid over a longer period of time.

Early Retirement Reductions
How Reductions Affect Your Benefit The Plan assumes that payments begin on your normal retirement date. So, your monthly benefit amount is reduced to account for the longer payment period if payments begin earlier. The table below shows how Part A and Part B of your Social Security integrated benefit for service before January 1, 2012 will be reduced if you begin receiving benefits before your normal retirement date. Age When Payments Begin 65 64 63 62 61 60 59 58 57 56 55 Reduction to Part A Gross Benefit 100% 100% 100% 100% 96% 92% 88% 84% 80% 76% 72% Reduction to Part B Social Security Offset 100% 100% 100% 100% 94% 88% 82% 76% 70% 64% 58%

Note: The table above shows the percentage applicable at exact ages only. The percentage will be prorated based on your age in years and months when your monthly retirement benefit begins.
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The table below shows how your monthly pay-related benefit for service on and after January 1, 2012 will be reduced if you begin receiving benefits before your normal retirement date. Age When Percent of the Pay-Related Benefit Payments Begin You'll Receive 65 64 63 62 61 60 59 58 57 56 55 100% 95% 90% 85% 80% 75% 70% 65% 60% 55% 50%

Note: The table above shows the percentage of benefits payable at exact ages only. The percentage will be prorated based on your age in years and months when your monthly retirement benefit begins. For example, if your benefit begins at age 63-1/2, the percentage of your monthly normal retirement benefit that is payable would be 92.5%. Example For example, using the same assumptions in the normal retirement formula example, assume you retire at age 61. Here's how your early retirement benefit would be calculated: Part A: Gross Benefit Part of Social Security Integrated Benefit Part A Formula 1. 2. 3. The lower of Part A1 or Part A2 Multiplied by percentage from table above Equals Reduced Gross Benefit = x = Example $13,680.00 96% $13,132.80

Part B: Social Security Offset Part of Social Security Integrated Benefit Part B Formula 1. 2. 3. The lower of Part B1 or Part B2 Multiplied by percentage from table above Equals Reduced Social Security Offset Pay-Related Benefit Formula 1. 2. 3. Pay-Related Benefit Multiplied by percentage from table above Equals reduced Pay-Related Benefit = x = = x = Example $5,985.00 94% $5,625.90 Example $2,900.00 80% $2,320.00

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Putting It Together Formula 1. 2. 3. 4. 5. Reduced Gross Benefit Minus Reduced Social Security Offset Equals Annual Early Retirement Benefit from Social Security Integrated Benefit Plus Annual Early Retirement Benefit from Pay-Related Benefit Divided by 12 Equals your monthly early retirement benefit at age 61 = − = + ÷ = Example $13,132.80 $5,625.90 $7,506.90 $2,320.00 12 $818.91

If You Were Hired Before April 1, 1998 If you were hired before April 1, 1998, your monthly retirement benefit from your early retirement date to the date you reach age 65 will be the greater of:

■ Your Gross Benefit (Part A) calculated using your Average Final Earnings and Years of Pre-2012
Credited Service as of April 1, 1998 reduced for early payment as described above, with no Social Security Offset (Part B); or

■ Your Gross Benefit (Part A) calculated based on your Average Final Earnings as of your date of
termination and your Years of Pre-2012 Credited Service as of December 31, 2011 reduced for early payment as described above, with the Social Security Offset (Part B) also reduced for early payment. After you reach age 65, you'll receive a benefit based on your regular benefit calculated as of your date of termination (as described above).

Late Retirement
When you work beyond your normal retirement date, you'll receive a Suspension of Benefits Notice in the mail explaining that benefits generally won't begin until after you terminate your employment with the Company and all Affiliated Employers. You'll continue to earn service (under the rules described earlier). However, your retirement payments must begin by the earlier of:

■ April 1 after the year you reach age 70-1/2 (or, if you were age 70-1/2 before 2011, January 1, 2012); or ■ The first of the month on or immediately after the date you terminate employment.
Your benefits may be actuarially adjusted if you work fewer than 40 hours during any month that begins on or after January 1, 2012, after you reach age 65, and before your benefit begins (but see the note below); your benefit will be increased by the greater of the actuarial adjustment or the benefit you earn for that month under the plan formula. If your retirement benefits begin as an active employee over age 70-1/2, your benefit will be paid in the standard payment method for your marital status unless you choose an optional payment method (with your spouse’s consent if you are married). After your payments begin, your benefit will be increased as of each following January 1 (until the January 1 following your termination) for any additional benefits you earn (in the same payment method). You will not be permitted to change your payment method when you terminate employment.

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NOTE: If you are working past age 65 and fewer than 80 hours per month, any benefits you earned before January 1, 2012 are required to commence while you are still working (even before the applicable April 1). You will be required to make a payment method election for these payments when they begin and, if you earn additional benefits, when your employment ends. If this applies to you, contact the Disney Add It Up! Benefits Center to start your benefits.

Deferred Vested Benefit
When You Leave the Company You're eligible for a deferred vested retirement benefit if you leave the Company and all Affiliated Employers after completing the vesting requirements, even if you're not eligible for normal retirement or early retirement. After you leave the Company and all Affiliated Employers, you'll receive either of the following:

■ A statement of your deferred vested rights, telling you when you can receive benefits; or ■ An automatic lump-sum payment, if the actuarial value of your benefit is $1,000 or less.
When You Can Receive Deferred Vested Benefits Plan payments may begin on your normal retirement date, or as early as age 55. In addition, while the actuarial value of your normal retirement benefit is more than $1,000, but not more than $15,000, you may take your benefit in a lump sum (or certain annuity payment forms) on the first day of any month on or after the date you leave the Company and all Affiliated Employers and before you reach age 55 (the “early start option”). The amount of your benefit payable as a Single Life Benefit starting on your normal retirement date is calculated using the plan formula. If you start receiving your retirement benefit before your normal retirement date, or you elect a payment method other than the Single Life Benefit, your monthly payment amount will be reduced, because it's expected to be paid over a longer period of time. If your benefit commencement date occurs at or after you reach age 55, the reduction for early payment is the same as that described above under “Early Retirement Reductions.” If you start your benefit before age 55 under the early start option described above, your monthly payment will be reduced for early payment on an actuarial basis. For more information regarding the reduction for early payment, contact the Disney Add It Up! Benefits Center. Also, see “Optional Lump Sums,” below, for more information regarding the lump sum available under the early start option for benefits valued between $1,000 and $15,000.

Automatic Lump-Sum Payments
If you're vested and the actuarial value of your benefit is $1,000 or less when you leave the Company and all Affiliated Employers, the Plan will pay your entire benefit to you in a lump sum. No further benefit is payable from the Plan. Payment is usually made about three months after you terminate employment. Any lump-sum payment made from the Plan generally is eligible for a direct rollover into:

■ Another qualified retirement plan; ■ A traditional individual retirement account (IRA);
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■ A Roth individual retirement account (IRA); ■ A 403(b) plan; or ■ A governmental 457 plan.

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Retirement Benefit Payment Options
How Your Retirement Benefit Is Paid
Retirement benefits generally are paid each month over your lifetime. Payments are made as of the first of each month.

Standard Payment Methods
Standard payment methods are based on your marital status as of your benefit commencement date. Unless you choose a different option, you'll receive the following:

■ If you're single, you'll receive the Single Life Benefit. ■ If you're married, you'll receive the 50% Joint and Survivor Benefit with your spouse as beneficiary. This
is a reduced benefit.

Optional Payment Methods
You can waive your standard payment method and choose one of these payment options (if available under your circumstances):

■ Single Life Benefit; ■ Joint and Survivor Benefit; ■ Certain and Life Benefit; or ■ Lump Sum.
Note: If you were a Publishing Plan participant, you might be eligible for these additional forms of payment for benefits you earned under the Publishing Plan formula:

■ Period Certain Benefit; ■ Social Security Level Income Option; or ■ Age 62 Level Income Option.
Call the Disney Add It Up! Benefits Center for more information. Certain rules apply if you're married and don't choose the standard payment method. The payment option you choose might reduce your monthly benefit amount.

Single Life Benefit
The Single Life Benefit is the standard payment method for your retirement benefit if you're single. You receive a monthly income for life with this payment option. The Single Life Benefit is the maximum monthly retirement benefit amount, because no payments are made to anyone after your death. If you're married and want to choose this payment option, your spouse must consent.

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Joint and Survivor Benefits
You can choose one of the following Joint and Survivor Benefit options:

■ 50% Joint and Survivor Benefit; ■ 75% Joint and Survivor Benefit; or ■ 100% Joint and Survivor Benefit.
Under a Joint and Survivor Benefit option, the Plan pays reduced monthly payments for your lifetime. After your death, the Plan pays 50%, 75%, or 100% (your choice) of your reduced benefit amount to your spouse or other beneficiary for his or her lifetime. The monthly amount payable under a Joint and Survivor Benefit is less than under the Single Life Benefit option, because benefits are payable over the lifetimes of you and your beneficiary. The reduction amount also depends on your age, the age difference between you and your beneficiary, and whether you elect the 50%, 75%, or 100% Joint and Survivor Benefit. If you choose a Joint and Survivor Benefit, these rules apply:

■ If you're receiving payments and your beneficiary dies before you do, your payments stay the same and
no benefits will be payable to anyone after you die. You cannot name a new beneficiary

■ If you're receiving payments and you die before your beneficiary, your beneficiary receives the specified
percentage of your reduced monthly benefit each month for the rest of his or her life.

■ You cannot change your beneficiary under a Joint and Survivor Benefit after your benefit commencement
date (i.e., the effective date of your first monthly payment).

■ Federal law may prohibit your election of a 75% or 100% Joint and Survivor Benefit with a beneficiary
who is not your spouse and is significantly younger than you. Contact the Disney Add It Up! Benefits Center for more information. The 50% Joint and Survivor Benefit is the standard payment method if you're married. If the actuarial value of your normal retirement benefit is between $1,000 and $15,000 and you are starting your deferred vested benefit before age 55, you may elect only a 50% or 75% Joint and Survivor Benefit with your spouse as the beneficiary.

Certain and Life Benefit
If you choose the 10-Year or 20-Year Certain and Life Benefit payment method, you receive reduced retirement payments for your lifetime, with payments guaranteed for 120 months or 240 months, as you elect. The benefit reduction from a Single Life Benefit varies, depending on your age and the number of guaranteed payments you elect. If you die before you receive all of the guaranteed monthly payments, your beneficiary receives the same monthly benefit you were receiving for the rest of the guaranteed period. If you live longer than the guaranteed period after payments begin, monthly payments continue for your lifetime, but no payments are made to a beneficiary after your death.

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If your beneficiary dies before you've received all of the guaranteed monthly payments, you can select a new beneficiary. If you die without a beneficiary within the specified period, the present value of the remaining payments is paid to your estate as a lump sum. If the actuarial value of your normal retirement benefit is between $1,000 and $15,000 and you are starting your deferred vested benefit before age 55, the Certain and Life Benefit payment method is not available to you.

Optional Lump Sums
Payment of Optional Lump Sums If the actuarial value of your normal retirement benefit is less than $1,000, you will receive your benefit as a single lump-sum payment. If the actuarial value of your normal retirement benefit is greater than $1,000, but not more than $50,000, you can choose to receive your benefit as a single lump-sum payment. However, to elect a lump-sum payment as of a date before your 55th birthday, the actuarial value of your normal retirement benefit cannot be more than $15,000. (NOTE: If your employment terminated before 2005 when you were vested in a benefit under the BEP, the optional lump sum is not available to you at any age if the value of your benefit is over $10,000.) (Note: If you participated in the Publishing Pension Plan, you might be able to receive the actuarial value of the benefit you earned under the Publishing Plan formula in a lump sum, even if the value is over the dollar limit described above.) If you choose an optional lump-sum payment, no further benefit is payable from the Plan. You do not have the option to receive your retirement benefit in a lump-sum payment if the actuarial value is over the applicable amount (described above) on your benefit commencement date. If you're married, your spouse must consent to this payment option. You can choose to have your lump sum:

■ Directly rolled over into another qualified plan, traditional individual retirement account (IRA), Roth
individual retirement account (IRA), 403(b) plan, or governmental 457 plan;

■ Paid directly to you; or ■ Paid as combination of a rollover and payment directly to you.
Withholding on Lump-Sum Payments If a lump-sum payment is made directly to you, 20% mandatory federal withholding is taken from the taxable amount of the lump sum. In addition, state withholding may be taken depending on the state in which you live. Additional taxes might apply to your lump-sum payment if you don't choose a rollover. For example, if you receive your lump sum before you reach age 59-1/2, you might owe an additional 10% tax on the taxable portion of the benefit. Participants who had a separation of service after age 55 will not owe the additional 10% tax on the taxable portion of the benefit. The Special Tax Notice provides more information. Depending on your circumstances, you might be eligible for special tax treatment on your lump-sum payment. See your tax advisor for more information.

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Reemployment After You Receive a Lump-Sum Payment If you terminated your employment with the Company, received a lump-sum payment of your entire accrued benefit from the Plan when your employment ended, and were rehired by the Company, no further benefit is payable under the Plan with respect to your employment before you received the lump sum. You cannot repay the lump-sum amount to the Plan, unless you received the distribution in connection with qualified military service following which you returned to work with reemployment rights. If the military service exception applies to you, your repayment must include 5% interest per year and must be made while you are working for the Company or an Affiliated Employer, within a period following your reemployment that is not longer than 5 years (or three times your period of military service, if less). Contact the Disney Add It Up! Benefits Center for more information.

Period Certain Benefit (Publishing Plan participants only)
If you choose the Period Certain Benefit, you receive adjusted monthly retirement payments for the specified period of time. The benefit adjustment from a Single Life Benefit varies, depending on your age and the option you elect. Period Certain Benefit options are:

■ 5-Year; ■ 10-Year; ■ 15-Year; or ■ 20-Year.
If you die within the 5-, 10-, 15-, or 20-year period you choose, your beneficiary receives the same monthly benefit that you were receiving for the rest of the specified period. Once the 5-, 10-, 15-, or 20-year period you choose has ended, no further benefits will be paid to you or your beneficiary(ies). If your beneficiary dies before you've begun receiving retirement payments, you can select a new beneficiary. If you die without a beneficiary but within the specified period, the present value of the remaining payments is paid to your estate as a lump sum.

Social Security Level Income Option (Publishing Plan participants only)
If you choose the Social Security Level Income Option, you receive adjusted monthly retirement payments for your lifetime. The benefit adjustment from a Single Life Benefit varies, depending on your age. The Social Security Level Income Option is designed to replace your estimated Social Security payments before you're eligible to receive Social Security Normal Retirement Age benefits from Social Security. This option makes the benefit from the Plan plus Social Security benefits a more level amount throughout your retirement, even though Social Security Normal Retirement Age benefits aren't available until your Social Security Normal Retirement Age.

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Social Security Normal Retirement Age is defined as: Social Security Normal Retirement Age 65 66 67

Year of Birth Up through 1937 1938 through 1954 1955 and after

With the Social Security Level Income Option:

■ Your retirement benefit is larger from your retirement date until you reach your Social Security Normal
Retirement Age. This additional benefit is similar to the Social Security payment that you're not yet eligible to receive.

■ After your Social Security Normal Retirement Age, you can begin receiving Social Security payments.
These Social Security payments replace the additional benefits you were receiving from the Plan before your Social Security Normal Retirement Age.

■ You receive larger benefits from the Plan before your Social Security Normal Retirement Age and
reduced benefits after your Social Security Normal Retirement Age.

Age 62 Level Income Option (Publishing Plan participants only)
If you choose the Age 62 Level Income Option, you receive reduced monthly retirement payments for your lifetime. The benefit reduction from a Single Life Benefit varies, depending on your age. The Age 62 Level Income Option is designed to replace your estimated Social Security payments before you're eligible to receive reduced benefits from Social Security. This option makes the benefit from the Plan plus Social Security benefits a level amount throughout your retirement, even though reduced Social Security benefits aren't available until age 62. With the Age 62 Level Income Option:

■ Your retirement benefit is larger from your retirement date until you reach age 62. This additional benefit
is similar to the reduced Social Security payment that you're not yet eligible to receive.

■ After age 62, you can begin receiving reduced Social Security payments. These Social Security
payments replace the additional benefits you were receiving from the Plan before age 62.

■ You receive larger benefits from the Plan before age 62 and reduced benefits after age 62. Minimum Benefit Formula
Your Retirement Plan Benefit Effective January 1, 2009 If you were a plan participant before January 1, 2009, your current benefit under one of the optional annuity payment methods cannot be less than the benefit amount you accrued through this date (under the same payment method) based on the plan provisions in effect at that time. The earlier factors might provide a larger benefit, depending on the following:

■ The form of payment you select; ■ When you retire; and
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■ Your age at retirement. Relative Value
The Plan is legally required to provide you with relative value information for the standard and optional payment methods available to you. This information will help you compare the values of your payment options, relative to each other. It's difficult to compare all of your payment options because they may be paid over different periods of time. For example, some are paid monthly for only your lifetime and some are paid monthly for the lifetime of you and your spouse or other beneficiary. While you must choose a payment method based on your personal situation, the relative value information shows how the value of each payment method compares to the values of the others. The relative value is only an approximation because the true relative value depends on how long you live.

Rollovers
Eligible Rollover Payments The following payments are eligible for direct rollover:

■ Optional lump-sum payments; and ■ Automatic lump sums less than or equal to $1,000.
How your rollover-eligible payment is taxed depends on whether you roll over the taxable amount of the payment.

■ If you choose not to roll over the taxable portion of your rollover-eligible payment directly into a traditional
individual retirement account (IRA), another employer's qualified plan, a 403(b) plan, or a governmental 457 plan, your payment is subject to:

 An automatic 20% withholding (as required by the Internal Revenue Service), taken when payment is
made; and

 A possible 10% additional tax on taxable amounts that aren't rolled over. ■ If you choose to roll over your payment, you continue to defer taxes.
Note: If you choose not to roll over your payment directly into a traditional IRA, another qualified plan, a 403(b) plan, or a governmental 457 plan, the Plan must withhold 20% of the taxable part of the payment if the payment is made directly to you. You can still decide to roll over the entire amount of your payment within 60 days, but you'll need to use your own money to replace the 20% that's been sent to the IRS. A Special Tax Notice is sent at the time of your payment to provide more information. Types of Rollovers Direct Rollover A direct rollover occurs when the Plan sends the payment to you for deposit directly into an eligible retirement plan or IRA that accepts rollovers. The rollover check will be sent to you. The check will be made payable directly to the new plan or IRA. 60-Day Rollover For a 60-day rollover, the payment is first made by check payable to you, and you then make the rollover into the new plan or IRA. You must make the check payable to the receiving financial institution.
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You must deposit your rollover amount into the new account within 60 days after receiving your payment. If the check is paid directly to you, 20% withholding will apply, and you'll need to use your own money to replace the 20% that's been sent to the IRS. Rollover Into a Traditional IRA A traditional IRA provides a holding account in which you can invest your payment, without having to pay taxes on it, until you're ready to roll it over into another IRA or eligible retirement plan. Rollover Into a Roth IRA You can roll over a lump-sum payment from the Plan to a Roth IRA. If you roll over the payment to a Roth IRA, a special rule applies under which the amount of the payment rolled over (reduced by any after-tax amounts) will be taxed. However, the 10% additional income tax on early distributions will not apply (unless you take the amount rolled over out of the Roth IRA within five years, counting from January 1 of the year of the rollover). If you roll over the payment to a Roth IRA, later payments from the Roth IRA that are qualified distributions will not be taxed (including earnings after the rollover). A qualified distribution from a Roth IRA is a payment made after you are age 59-1/2 (or after your death or disability, or as a qualified first-time homebuyer distribution of up to $10,000) and after you have had a Roth IRA for at least five years. In applying this fiveyear rule, you count from January 1 of the year for which your first contribution was made to a Roth IRA. Payments from the Roth IRA that are not qualified distributions will be taxed to the extent of earnings after the rollover, including the 10% additional income tax on early distributions (unless an exception applies). You do not have to take required minimum distributions from a Roth IRA during your lifetime. For more information, see IRS Publication 590, Individual Retirement Arrangements (IRAs). You cannot roll over a payment from the Plan to a designated Roth account in another employer plan.

Choosing an Optional Payment Method If You're Married
Payment Options and Your Beneficiary Designation You must provide spousal consent for some optional payment methods. For instance, if you're married and your spouse is your beneficiary:

■ Spousal consent isn't required if you choose a Joint and Survivor Benefit option. ■ You must provide spousal consent for the Single Life Benefit, Certain and Life Benefit, Period Certain
Benefit (Publishing Plan participants only), Age 62 Level Income (Publishing Plan participants only), Social Security Level Income (Publishing Plan participants only), and the optional lump-sum (if applicable) forms of payment. If you're married (even if you're legally separated) and you choose someone other than your spouse as your beneficiary, your spouse must consent to the specific beneficiary and the payment option you choose. Spousal Consent Your spouse's consent must:

■ Be in writing; ■ Specify the payment option you, the participant, will receive; ■ Recognize the specific beneficiary or beneficiaries who will receive benefits if you die; and
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■ Acknowledge the effect of such consent (for example, your spouse won't receive a benefit when you die).
Your spouse must consent by signing the Retirement Election Authorization Form in the presence of a notary public.

Naming a Beneficiary
If you choose an optional payment method that provides monthly retirement benefits after your death, you must designate a beneficiary to receive those benefits. You can name anyone you want as your beneficiary. Your right to name or change beneficiaries depends on the payment option you choose:

■ Single Life Benefit—You can’t name a beneficiary because your payments end when you die. ■ Joint and Survivor Benefits—You can’t change your beneficiary after your benefit commencement date
(i.e., the effective date of your first monthly payment). Also, federal law may prohibit your election of a 75% or 100% Joint and Survivor Benefit for a non-spouse beneficiary who is significantly younger than you.

■ Social Security level Income Option or Age 62 Level Income Option (Publishing Plan participants
only) —You can’t name a beneficiary because your payments end when you die.

■ Certain and Life Benefits—You can change your beneficiary at any time before you’ve received the
guaranteed number of monthly payments, and your beneficiary will receive the remainder of those payments after your death. If you’re married, spousal consent is required. If you live longer than the guaranteed period, no benefit is payable after your death, so you can’t change your beneficiary at that time.

■ Period Certain Benefits (Publishing Plan participants only)—You can change your beneficiary at any
time before the specified period ends, and your beneficiary will receive monthly payments for the remainder of the specified period after your death. If you’re married, spousal consent is required. If you live longer than the specified period, payments to you will stop when the specified period ends and no benefit is payable after your death. If your beneficiary dies before your benefit commencement date, notify the Disney Add It Up! Benefits Center immediately. If your beneficiary was your spouse, you'll need to submit a certified copy of your spouse's death certificate. Depending on the benefit election you've made and your individual circumstances, you may need to provide additional documentation or make a new benefit election. If your beneficiary dies after your benefit commencement date, notify the Disney Add It Up! Benefits Center. You may need to provide a certified copy of the death certificate and, if you have elected a Certain and Life Benefit (or a Period Certain Benefit for a Publishing Plan participant), you may be able to designate a new beneficiary. The amount of your Certain and Life Benefit (or Period Certain Benefit) payments won't be affected by the change of beneficiary. You cannot change your payment method after your benefit commencement date. Also, you cannot name a new beneficiary for a Joint and Survivor Benefit after your benefit commencement date. For example, if your spouse is your beneficiary under a Joint and Survivor Benefit as of your benefit commencement date, he or she will remain your beneficiary even if you later divorce.

Minimum Distributions
Your benefit distribution will begin as of April 1 next following the year in which you reach age 70-1/2, if you're still employed by the Company or an Affiliated Employer. You will be required to elect the payment
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method under which your retirement benefit will be distributed at that time. If you make no election, the standard payment method for your marital status will be applied and you will not be permitted to change the payment method later. Your monthly retirement benefit amount initially will be determined as of the last day of the calendar year in which you reach age 70-1/2, and will be adjusted each year if you earn additional benefits. Minimum distribution payments, like other monthly payments, aren't eligible for rollover. A notice explaining your required minimum distributions will be mailed to you. NOTE: If you reached age 70-1/2 before 2011 and you are still working, your benefit is required to begin on January 1, 2012. The initial payment will be determined based on your accrued benefit as of December 31, 2011, actuarially adjusted for payment after the applicable April 1 as required by Plan terms. Your benefit will be adjusted each year in the future as you earn additional benefits.

Tax Rules
Federal and State Taxation Your retirement benefits are subject to federal tax withholding. Your payment might also be subject to state income tax withholding, depending on where you live. You can choose not to have taxes withheld from some forms of retirement payments. Contact a tax advisor before making any decisions on tax withholding from your retirement benefits. You may change your tax withholding election at any time, which will become effective as soon as administratively possible. Special Tax Notice You have a right to familiarize yourself with the possible tax implications of taking a payment from the Plan. The IRS requires that you receive the Special Tax Notice no earlier than 30 days and no later than 90 days before your eligible payment. Once received, you have 30 days to review it to help you understand the tax implications of your payment. The Plan allows you to waive the 30-day rule. If you waive your rights, you're acknowledging that you understand the tax implications. Funding-Based Restrictions If the funding level of the Plan falls below 80%, under federal law payments in certain forms, such as a lump sum, may be limited or not available unless and until the funding level of the Plan improves. You will be notified if any payment restrictions become applicable.

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Preretirement Death Benefits
If You Die Before Benefits Begin
If you are vested and you die before your benefit commencement date, a monthly retirement benefit will be payable to your surviving beneficiary until his or her death. Your beneficiary's monthly benefit generally will be equivalent to the amount that would have been payable to your beneficiary if you had elected the 50% Joint and Survivor Benefit. However, if you had already elected to retire and had timely elected either the 75% or 100% Joint and Survivor Benefit with your spouse as your beneficiary, and you die before your benefit commencement date, your spouse’s benefit will be based on 75% or 100% of the benefit you would have received. Also, if your spouse’s benefit starts between your ages 55 and 65, the portion of your spouse’s benefit that is based on your Social Security integrated benefit for service before 2012 is determined without applying the Social Security offset for months before you would have reached age 65. The preretirement death benefit will be paid to your survivors in the following order:

■ Your spouse, if none then ■ Your same-sex domestic partner, if none then ■ Your natural and legally-adopted children, if none then ■ Your parents, if none then ■ Your brothers and sisters.
If there is more than one surviving beneficiary in the category, the benefit will be equally divided and calculated according to each individual's life expectancy. If there is no eligible surviving beneficiary in any of the above categories, no preretirement death benefit will be paid under the Plan. Your beneficiary(ies) as determined above must provide supporting documentation to the Disney Add It Up! Benefits Center, such as:

■ A certified copy of your marriage certificate (and, if you've terminated your employment with the
Company, your death certificate).

■ Domestic partnership affidavit, or if none then driver's license, passports, or utility bills showing the same
address, or mortgage documents, deed, or lease showing both names.

■ Certified copies of birth certificates. Payment to Spouse Beneficiaries
Timing and Form of Payment to the Surviving Spouse A preretirement death benefit that is payable to a surviving spouse will be paid as follows: ■ If the actuarial value of the death benefit payable to your surviving spouse when you would have reached age 65 (or your date of death, if later) is less than $1,000, the death benefit will be paid as an automatic lump sum as soon as practicable after your death. No further benefit is payable from the Plan.

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■ If you die before age 55, monthly benefits to your surviving spouse generally can begin, at your spouse’s election, as early as the first day of the month after you would have reached age 55, but no later than the first day of the month on or after the date you would have reached age 65. However, while the actuarial value of the death benefit payable to your spouse when you would have reached age 65 is more than $1,000, but not more than $15,000, your spouse can begin payment on the first day of any month after your death and before you reach age 55, in the form of a lump sum or a monthly benefit for his or her life. ■ If you die after age 55, monthly benefits to your surviving spouse can begin as of the first day of the month after your death. If you are under age 65 when you die, your spouse can elect to defer payment to as late as the first day of the month on or after the date you would have reached age 65. ■ If the actuarial value of the death benefit payable to your surviving spouse when you would have reached age 65 (or your date of death, if later) is not more than $50,000 as of the benefit commencement date, and your spouse has elected to begin payment on a date after you would have reached age 55, your spouse may elect to receive a lump sum instead of a monthly benefit for his or her life. If your surviving spouse dies before payment of the preretirement death benefit begins, no preretirement death benefit is payable.

Payment to Non-Spouse Beneficiaries
Non-spouse beneficiaries must be paid their benefit as soon as administratively possible following your death. Non-spouse beneficiaries do not have a choice in the form of payment. If the value of the total benefits payable to all non-spouse beneficiaries does not exceed $50,000 as of the benefit commencement date, then all of your non-spouse beneficiaries will be paid lump sums. However, if the value exceeds $50,000, then each beneficiary (regardless of the amount of each individual lump sum) will be paid a monthly benefit for his or her life.

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Postretirement Death Benefits
If You Die After Benefits Begin
If you die after your monthly retirement benefits have begun, a death benefit will be paid in any of these cases:

■ You chose a Joint and Survivor Benefit option and your beneficiary did not predecease you. ■ You chose a Certain and Life Benefit option and haven't received the minimum number of payments. ■ You are a Publishing Plan participant and chose the Period Certain Benefit option, and did not receive
the elected Period Certain number of payments before your death. Eligible survivor benefits begin on the first day of the month after your death.

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Disability Benefits
Earning Benefits During Disability
You're eligible to earn additional retirement benefits during a period of disability if you separate from service as a result of total and permanent disability that occurs while you are eligible to participate in the Plan. You'll continue to earn service for vesting and benefit calculation purposes during your disability as if your employment had continued, until the earliest of these dates:

■ You reach age 65 (or, if you are receiving benefits under the Company’s long-term disability plan after
age 65, the close of the month in which those benefits end).

■ You elect to begin receiving monthly early retirement benefits. ■ You are no longer considered disabled. ■ You die.
The earnings that you received for the 12 months before you became disabled will be used to calculate your Average Final Earnings from your disability date to the earliest of the dates described in the bullets above. Your Final Average Pay will be calculated similarly using your eligible pay for the calendar month before you became disabled, including a prorated portion of your most recent pension-eligible regular bonus. Your Average Final Earnings, Final Average Pay, and monthly retirement benefit will be calculated based on the plan formula in effect when you stop earning service. Regardless of whether your disability occurred before 2012 or occurs after 2011, your benefit will include Social Security integrated benefits for the service you earned before January 1, 2012 and pay-related benefits for the service you earn on and after January 1, 2012, in the same manner as if you had continued to work.

Total and Permanent Disability
If you separate due to disability before January 1, 2012, you're considered totally and permanently disabled under the Plan if you meet both of the following:

■ For the first 24 months after termination of active service, you're continuously unable, because of
accident or sickness, to perform any and every part of your job; and

■ After 24 months, you're unable to perform the duties of any job for which you're reasonably suited by
training, education, or experience. If you separate due to disability on or after January 1, 2012, a total and permanent disability is a disability that qualifies you to receive Social Security disability benefits. You must provide a copy of the notice of award from the Social Security Administration stating that you’re entitled to receive Social Security disability benefits.

Returning to Work After a Disability
Service for vesting and benefit calculation purposes continues to accrue while you're on disability under the conditions described above. If you recover from your disability and return to work on or after January 1, 2012, you will no longer be eligible to participate in the Plan and your retirement benefit will not increase

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above the benefit you had earned when your disability ended. However, you may be eligible to participate in the Disney Retirement Savings Plan following your return to work. If you recover and don't return to work:

■ Your benefit at retirement is calculated using your Years of Pre-2012 Credited Service, Average Final
Earnings, Years of Post-2011 Benefit Accrual Service, and Final Average Pay as of the date your disability ended; and

■ If you're eligible to retire, you can start receiving retirement benefit payments at your normal retirement
date or your early retirement date. If your disability ends before you reach age 55 and you have met the vesting requirements, you will receive a deferred vested benefit.

Receiving Your Retirement Benefit
If you don’t recover from your disability, you will continue to earn additional service as described above until you reach age 65 or your Company long-term disability benefits end, if later. After you stop earning service, you will start receiving retirement benefit payments on your normal or late retirement date, as applicable. If you have met the vesting requirements, at any time after age 55 you may elect to start receiving an early retirement benefit. However, if you start your early retirement benefit, you will stop earning additional service and retirement benefits on your benefit commencement date.

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Retiree Payments
Overview
Your benefit is payable as of the first of the month. Any time after you start receiving your benefit, you can:

■ Receive your payment through direct deposit. ■ Adjust your withholding.
For your convenience, a retirement payment schedule is available.

Direct Deposit
You can receive your monthly retirement payment as a paper check or through direct deposit. When using direct deposit:

■ Your money is transferred through the banking system directly to your account. ■ The transfer occurs on the payment date—usually the first of the month. ■ You'll receive a notice in the mail that the money has been transferred.
Many retirees receive their retirement payments through direct deposit. Direct deposit has these advantages over paper checks:

■ Direct deposits aren't lost in the mail. ■ Direct deposits are still made if you're away from home. ■ Direct deposits are made according to the retirement payment schedule. ■ You have quicker access to your money. Withholding
Withholding is the portion of your retirement payment taken out automatically as an advance payment of the taxes due to the government. Withholding might be optional or mandatory, depending on the type of payment. Withholding on Monthly Payments If you're receiving monthly payments of your retirement benefit, you can choose either:

■ To have withholding taken; or ■ To opt out of withholding.
You can make separate choices for federal and state tax withholding. For monthly payments, federal tax withholding is optional. Depending on the state in which you live, state withholding can be required or optional.

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If you choose not to have taxes withheld or if you don't have enough income taxes withheld from your retirement payments, you may be responsible for payments of estimated tax. You may be charged penalties if your withholding and estimated tax payments aren't enough to satisfy the estimated tax rules. If the amount withheld and estimated tax payments are:

■ Less than the entire amount of income tax due, you pay the remaining tax when you file your income tax
return; or

■ Greater than the entire amount of income tax due, the government refunds the excess withholding
amount when you file your income tax return. You can change your withholding choices as often as you want. If You Don't Make a Withholding Choice If you don't make a withholding choice on your retirement benefit payments, you'll be defaulted to the withholding required by the Internal Revenue Service (IRS). The IRS requires that your federal withholding be defaulted based on a marital status of married with three allowances or exemptions. This may or may not be an appropriate amount to withhold for your situation. The more allowances or exemptions you choose, the lower the amount of taxes withheld. If you require fewer or more allowances, you must make your withholding choice accordingly. Note: Even if you're single, your federal withholding choice must be defaulted to a married status if you fail to make your own choice. The default choice for state withholding varies depending on the state in which you live. Contact a tax advisor before you make any decisions about tax withholding and your retirement payments.

Retirement Payment Schedule
When to Expect Your Payment Your retirement check is payable on the first of the month. Paper checks and direct-deposit notices are sent a few days before, so that you'll receive the money on the first. When the first of the month is on a weekend or bank holiday, your payment is direct-deposited on the first business day after the first. What to Do If Your Payment Is Missing The steps to take if your payment is missing depend on whether you have chosen to receive your payment as a paper check or direct deposit:

■ Paper Checks—You can request to have your payment stopped and reissued if you haven't received the
payment 10 days after it was mailed. Payment mailing dates are listed in the payment schedule above. If you know that your check has been lost or destroyed, you don't have to wait 10 days.

■ Direct Deposits—Contact the Disney Add It Up! Benefits Center at 1-800-354-3970 if you have
problems with your direct deposit.

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Situations Affecting Your Benefits
Overview
Some situations could cause your retirement benefits to be reduced, lost, suspended, or delayed or otherwise affect your benefits. Some of those situations are summarized here and in other places in this SPD:

■ Benefits may be delayed or denied if you do not apply for benefits or provide the required information. ■ If you are eligible to participate in the Plan on January 1, 2012, your eligibility to participate in (i.e., earn
benefits under) the Plan will permanently end when you leave the Company or transfer to an ineligible job classification. If you left the Company or transferred to an ineligible job classification before January 1, 2012, you will not be eligible to participate in the Plan if you return to work or transfer back on or after January 1, 2012.

■ If you terminate employment with the Company and all Affiliated Employers for any reason before you're
vested, no benefits are payable under the Plan.

■ If your employer ceases to be a participating company (e.g., due to a divestiture), your participation in the
Plan will end as of the effective date the employer is no longer a participating company. You will be entitled to any vested benefit you have accrued only up to that date.

■ If you don't keep your most recent address on file and the Plan Administrator can't locate you, your
payments can be lost or delayed. You may be subject to a 50% excise tax if required minimum distributions are missed because of a failure to have your most recent address on file.

■ Retirement benefits payable from the Plan cannot be sold, assigned, transferred, pledged, encumbered,
or garnisheed, under most circumstances. However, a Qualified Domestic Relations Order (QDRO) can assign to an alternate payee the right to all or a portion of the retirement benefits payable to you under the Plan. The Plan also will comply with certain federal tax levies by the IRS.

■ If you (or your beneficiary) are unable to care for your own affairs, any payments due can be paid to
someone who is authorized to conduct your affairs. This can be someone selected by you or a courtappointed guardian.

■ If you're absent from employment due to service in the uniformed services and are subsequently
reemployed, you may be entitled to certain rights and benefits. For example, your period of military service may count toward eligibility, vesting, and benefit accrual service.

■ There could be changes to the Plan, for example if the Plan is amended, terminated, merged, or
consolidated.

■ Your retirement benefit may be reduced by any retirement benefit payable under another pension plan to
which the Company or an Affiliated Employer contributed, to the extent that retirement benefit is based on employment that is taken into account in determining your benefit under the Plan.

■ Your monthly benefit payments may be reduced because you start payment before unreduced benefits
are payable or your benefits are paid in an annuity form other than a Single Life Benefit.

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■ If you work past age 65, your benefits will not be paid while you are working and before the April 1
following the year in which you reach age 70-1/2. In general, there will be no adjustment for the delay in payment.

■ No benefit will be paid if you die before starting payment of your benefit and you do not have a
beneficiary who qualifies for a preretirement death benefit.

■ Benefits may be lost if you die before you start payment of your retirement benefit and the benefit
payable to your beneficiary is less than the benefit you would have been eligible to receive if you had lived to your benefit commencement date.

■ Interest rates and mortality tables on which lump sum and optional annuity calculations are based change
periodically. Therefore, it is possible for the lump sum or monthly annuity (other than a Single Life Benefit) that is payable to you on a later date to be less than the lump sum or monthly annuity that would have been payable to you based on an earlier date.

■ Your benefits may be offset for an amount you are required to pay because of a judgment or settlement
agreement resulting from conviction for a crime involving the Plan or for breach of fiduciary responsibility with respect to the Plan.

■ Your benefit may be offset for any restitution or fines you are required to pay in connection with
conviction for a federal crime.

■ Your benefits may be lost or reduced if the Plan is terminated before sufficient assets have been
accumulated to pay all benefits. (In this case, you may be protected by the PBGC.)

■ Your benefit may be subject to maximum benefit limits imposed by the federal government, which will
cause your benefit to be less than that otherwise determined under the Plan’s formula. In that case, you might be eligible for a benefit from the BEP.

■ The actual amount of your benefit will be determined under the terms of the Plan document based on
final data. If there is a difference between the amount of your benefit determined under the Plan document and the amount described in any benefit estimate you are provided, the Plan will pay the amount determined under the Plan document, even if that is less.

Qualified Domestic Relations Order (QDRO)
If you become divorced or separated, certain judgments, decrees, or court orders could require that part of your retirement benefit be paid to someone else—your spouse or children, for example. This is known as a Qualified Domestic Relations Order (QDRO). It could affect benefits paid to you or your beneficiaries. For a court order to qualify under the Plan, certain procedures must be followed. The QDRO must specify:

■ The names, addresses, Social Security numbers, and birth dates of the plan participant and each
alternate payee;

■ The amount or percentage of the participant's benefit to be paid to the alternate payee (or how the
amount is to be determined); and

■ The number of payments or the time period for which payments are required to be made to the alternate
payee. The order cannot:
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■ Provide benefits to be paid in any form or amount inconsistent with plan provisions; ■ Require payments to be made before the earliest date provided under the Plan; or ■ Be inconsistent with any other existing QDRO.
In the event the Plan receives a QDRO that affects your benefits, you'll be notified. The Plan Administrator determines when a domestic relations order meets the requirements of a QDRO. Contact the Disney Add It Up! Benefits Center for more information. Plan participants and beneficiaries can request, without charge, a copy of the procedures used to determine the "qualified" status of a Domestic Relations Order from the Plan Administrator or the Disney Add It Up! Benefits Center. Overpayments If you receive a payment from the Plan in excess of the amount to which you are entitled under the terms of the Plan, the Plan Administrator may attempt to recover such excess payment, plus interest at the rate determined by the Plan Administrator. If you are required to return an overpayment to the Plan and do not do so, your future payments may be reduced to recover the overpayment. The Plan may also initiate legal action to recover or recoup the overpayment.

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Plan Sponsor and Administrator
Overview
The Plan is governed by a plan document. If there is any difference of opinion or question about a benefit determination, the plan document will govern. The Plan Administrator has the sole right and absolute discretion to interpret the Plan (including the right to resolve ambiguities, inconsistencies, errors and omissions), decide all questions of eligibility, make factual determinations, and determine the amount, manner, and time of payment for any plan benefits. All decisions by the Plan Administrator are final and binding. The Plan Administrator also has the authority to prescribe and enforce rules for administration of the Plan, including the right to impose restrictions on participants’ rights to make elections under the Plan. The Company maintains the Plan for the exclusive benefit of plan participants and their beneficiaries. Eligibility for or participation in the Plan is not an assurance or guarantee of continued employment. The Plan is sponsored by The Walt Disney Company located at 500 South Buena Vista Street, Burbank, CA 91521. The Plan Administrator of the Plan is the Investment and Administrative Committee (IAC). You can direct any questions about the Plan or about your rights under the Plan to the Plan Administrator at any time by writing to this address: Investment and Administrative Committee (IAC) Disney Pension Office 500 South Buena Vista Street Burbank, CA 91521-7490 or calling the Disney Add It Up! Benefits Center at 1-800-354-3970.

Plan Identification
The name of the Plan is the Disney Salaried Pension Plan A. When dealing with or referring to the Plan in benefit claims or appeals or other correspondence, you should identify the Plan fully and accurately. To identify the Plan, use the Employer Identification Number (EIN) and the plan number. The EIN for The Walt Disney Company is 95-4545390. The plan number for the Disney Salaried Pension Plan A is 022. The Plan is a defined benefit plan.

Plan Year
The plan year is the calendar year, beginning January 1 and ending December 31.

Plan Trustee
The Company's contributions to the Plan are held in a trust fund, which is the sole source of benefits. The trustee of the fund is: State Street Corporation Master Trust Services 1 Lincoln Street Boston, MA 02111-2900

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The trustee makes all benefit payments from the trust fund as authorized by the Plan Administrator. Company contributions to the Plan are determined by an independent actuary who annually makes a valuation of the Plan’s assets and liabilities and recommends how much the Company should contribute to meet the minimum funding requirements of the Internal Revenue Code and ERISA. In some years, no contributions will be needed since Plan assets may exceed funding requirements. All money contributed to the Plan, including any investment gains or losses, will be used only for the benefit of plan participants and their beneficiaries or to pay administrative expenses of the Plan. Contributions to the Plan may not revert to the Company, except as may be allowed by law (such as upon plan termination).

Service of Legal Process
Legal process can be served on: General Counsel The Walt Disney Company 500 South Buena Vista Street Burbank, CA 91521 Service of legal process can also be made upon the Plan Trustee or the Plan Administrator.

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Benefit Review Process
Overview
If you have questions about your retirement benefit or if a retirement benefit is denied, call the Disney Add It Up! Benefits Center. If the Disney Add It Up! Benefits Center cannot resolve the issue, the Plan follows a specific review process for benefit claims. You should submit your benefit claim, in writing, to the following address: Plan Administrator Disney Claims and Appeals Group - Mail Code 9600 PO Box 10130 Lake Buena Vista, FL 32830

Initial Decision
When you file a written claim for benefits, the Plan Administrator or its authorized agent reviews your claim and makes a decision to either approve or deny your claim (in whole or in part). You'll receive a written notice of the decision within 90 days after receipt of the claim by the Plan. In some situations, the Plan may need an extension of time to make a decision (for example, if the Plan needs additional information). In these cases, the period can be extended for an additional 90 days. The extension notice will explain why an extension is necessary and when the Plan expects to make a decision. Special procedures apply in the case of a denied claim for disability benefits if your claim is based on a disability that occurred before January 1, 2012 (a “pre-2012 disability claim”). You will receive a written notice of the decision regarding your claim within 45 days after the Plan receives your claim. Up to two additional 30-day extensions may be made if additional processing time is needed due to circumstances beyond the Plan’s control, or if there are any unresolved issues that prevent a decision from being made. If an extension is needed, you’ll be notified of the extended due date before the end of the initial 45-day period and, if a second extension is needed, by the end of the initial 30-day extension period, why the extension is necessary and when a decision is expected to be made. If an extension is necessary because you failed to submit the necessary information to decide the claim, the notice will specify what additional information is necessary. You will have at least 45 days to provide the requested information and the time for making a decision will be tolled until you respond.

If Your Benefit Is Denied
If your benefit is denied, you'll receive a written notice that contains:

■ An explanation regarding how your benefit is calculated (if applicable); ■ The specific reasons for the denial; ■ The specific plan provisions on which the denial is based; ■ A description of any additional material or information needed and an explanation of why it's necessary; ■ An explanation of the Plan's claim review procedures, applicable time limits, and your rights to bring a
civil action under the Employee Retirement Income Security Act of 1974 (ERISA) section 502(a) following a denial on review; and

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■ For a pre-2012 disability claim, a statement describing any internal rule, guideline, or protocol relied on to
make the denial and explaining your right to receive a copy upon request and free of charge.

Request for Review If Your Benefit Is Denied
After receiving the notice, you, your beneficiary, or your authorized representative can ask for a full and fair review of the decision by writing to the Plan Administrator at the following address: Plan Administrator Disney Claims and Appeals Group - Mail Code 9600 PO Box 10130 Lake Buena Vista, FL 32830 An authorized representative is anyone you duly appoint in a signed document to represent you. You must make the request for review in writing within 60 days (180 days for pre-2012 disability claims) after the date you receive notice of the denial. During the 60-day (or 180-day) period, you or your authorized representative will be given reasonable access to all related documents, records, and information, and you can request copies free of charge. You can also submit written comments, documents, records, and other information to the Plan Administrator. For a pre-2012 disability claim, the decision on review will not defer to the initial determination and may not be conducted by the same person or his or her subordinate. Any decision based in whole or in part on medical judgment shall be made only after consultation with a health care professional who has appropriate training and experience (other than any health care professional consulted in connection with the initial determination or his or her subordinate). You may request identification of the health care professional who was consulted.

Final Decision
The Plan Administrator will review your claim and make a final decision based on all comments, documents, records, and other information you've submitted. In most cases, you'll receive written notice of the Plan Administrator's final decision within 60 days (45 days for pre-2012 disability claims) after its receipt of your request for review. If necessary, however, the period can be extended for an additional 60 days (45 days for pre-2012 disability claims). You'll receive a written notice of this extension prior to the end of the initial 60-day (or 45-day) period. If, on review, your benefit is denied, you'll receive a written notice that contains:

■ The specific reasons for the denial upon review; ■ The specific plan provisions on which the denial is based; ■ An explanation regarding your right to receive, upon request and free of charge, reasonable access to
and a copy of all documents, records, and information relevant to your claim;

■ A statement of claimant's right to bring an action under ERISA section 502(a); and ■ For a pre-2012 disability claim:  A statement describing any internal rule, guideline, or protocol relied on to make the denial and
explaining your right to receive a copy upon request and free of charge, and

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 If the denial is based on a medical judgment, an explanation of the scientific or clinical judgment for
the determination or a statement that the explanation will be provided to you upon request and free of charge. If you exhaust all levels of appeal of a denied claim as provided by the Plan, you may file suit under ERISA. For more information, see “Your ERISA Rights.”

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Changes to the Plan
If There Are Changes
While The Walt Disney Company expects to continue the Plan indefinitely, it reserves the right to amend, modify, suspend, or terminate the Plan or any part of the Plan at any time, in its sole discretion by action of the Board of Directors, the IAC, or any committee or person duly authorized by the Board of Directors or the IAC. If the Plan changes or ends, certain laws apply to protect part of your pension plan benefits.

If the Plan Ends
In the event that the Plan is terminated, you become 100% vested in your retirement benefit, to the extent the Plan is funded, as of the termination date. The same applies if there is a partial termination, as defined by law, which affects you. Upon termination of the Plan, no further benefits are earned and no increases in previously earned benefits will occur by reason of future service or compensation. If the Plan is terminated in full, Plan assets will be allocated, after payment of Plan expenses for administration or liquidation, to pay benefits accrued by participants to the date of termination, to the extent and in the order required by section 4044 of ERISA and the terms of the Plan. If the Plan is terminated, you generally will receive benefits at retirement age or, if appropriate, by an earlier distribution, with benefits distributed either in cash or in the form of an annuity contract issued by an insurance company. Any Plan assets remaining after payment of such benefits and expenses will be returned to the Company.

Mergers, Consolidations, or Transfers
If the Plan is merged or consolidated, or the Plan assets are transferred to another plan, your current accrued retirement benefit is protected. Your accrued retirement benefit under the new plan, if the new plan were to terminate immediately after the change, would equal at least the amount you would have been entitled to receive if the current Plan had been terminated just before the merger, consolidation, or transfer.

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Benefit Payments If the Plan Ends
Pension Benefit Guaranty Corporation
Your retirement benefits under this Plan are insured by the Pension Benefit Guaranty Corporation (PBGC), a federal insurance agency. If the Plan terminates (ends) without enough money to pay all retirement benefits, the PBGC will step in to pay benefits. Most people receive all of the retirement benefits they would have received under their plan, but some people may lose certain benefits. The PBGC guarantee generally covers the following:

■ Normal and early retirement benefits; ■ Disability benefits if you become disabled before the Plan terminates; and ■ Certain retirement benefits for your survivors.
The PBGC guarantee generally doesn't cover the following:

■ Benefits greater than the maximum guaranteed amount set by law for the year in which the Plan
terminates;

■ Some or all benefit increases and new benefits based on plan provisions that have been in place for
fewer than five years at the time the Plan terminates;

■ Benefits that aren't vested because you haven't worked long enough for the Company; ■ Benefits for which you have not met all of the requirements at the time the Plan terminates; ■ Certain early retirement payments (such as supplemental benefits that stop when you become eligible for
Social Security) that result in an early retirement monthly benefit greater than your monthly benefit at the Plan's normal retirement age; and

■ Benefits that are not part of your retirement benefit, such as health benefits, health insurance, life
insurance, certain death benefits, vacation pay, and severance pay. Even if certain of your benefits aren't guaranteed, you still may receive some of those benefits from the PBGC, depending on how much money your Plan has and on how much the PBGC collects from employers. For more information about the PBGC and the benefits it guarantees, ask your Plan Administrator or contact the PBGC's Technical Assistance Division, 1200 K Street N.W., Suite 930, Washington, D.C. 20005-4026, or call 1-202-326-4000 (not a toll-free number). TTY/TDD users can call the federal relay service toll-free at 1-800-877-8339 and ask to be connected to 1-202-326-4000. Additional information about the PBGC's pension insurance program is available through the PBGC's Web site on the Internet at www.pbgc.gov.

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Your ERISA Rights
The Plan is subject to the Employee Retirement Income Security Act of 1974, as amended (ERISA), which entitles you to the rights and protections described in this section.

Receive Information About Your Plan and Benefits
As a plan participant, you're entitled to:

■ Examine, without charge, at the Plan Administrator's office and at other specified locations, such as
worksites (and union halls), all documents governing the Plan, including insurance contracts (and collective bargaining agreements) and a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.

■ Obtain, upon written request to the Plan Administrator, copies of the documents described above and an
updated summary plan description. The Administrator may make a reasonable charge for the copies.

■ Receive an annual funding notice for the Plan. The Plan Administrator is required by law to furnish each
participant with the annual funding notice.

■ Obtain a statement telling you whether you have a right to receive a benefit at normal retirement age (age
65) and if so, what your benefits would be at normal retirement age if you stop working under the Plan now. If you don't have a right to a benefit, the statement will tell you how much longer you have to work to get a right to a retirement benefit. This statement must be requested in writing and isn't required to be given more than once every 12 months. The Plan must provide the statement free of charge.

Prudent Actions by Plan Fiduciaries
In addition to creating rights for plan participants, ERISA imposes duties upon the people responsible for the operation of the employee benefit plan. The people who operate your Plan, called "fiduciaries" of the Plan, have a duty to do so prudently and in the interest of you and other plan participants and beneficiaries. No one, including your employer, your union, or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a pension benefit or exercising your rights under ERISA.

Enforce Your Rights
If your claim for a retirement benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of the plan documents or the latest annual report from the Plan and don't receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials weren't sent because of reasons beyond the control of the Administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, and you have exhausted all levels of appeal provided by the Plan, after a final review you may file suit in a state or federal court. In addition, if you disagree with the Plan's decision or lack thereof concerning the qualified status of a domestic relations order, you may file suit in federal court.

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■ Claims for underpayment of benefits must be filed in a court with jurisdiction to hear the claim no later than 36 months after the date distributions commenced. ■ Claims for non-payment of benefits must be filed in a court with jurisdiction to hear the claim no later than 36 months after the date when the first payment was allegedly due. ■ Claims to enforce a right under the Plan or to clarify rights to future benefits under the Plan must be filed in a court with jurisdiction to hear the claim no later than 36 months after the date the Plan Administrator first denied your request to exercise the right or first denied the Plan’s obligation to provide the future benefits, as applicable. ■ In other circumstances, the claim must be filed in a court with jurisdiction to hear the claim no later than 36 months after the earliest date on which you knew or should have known the facts on which your claim is based. However, if your claim is pending under the Plan’s claims procedure when the 36-month limitations period expires, the deadline for filing your claim in a court with proper jurisdiction is extended 60 calendar days after the final denial of your claim under the claims procedures. The foregoing limitations period is expressly intended to replace and supersede any limitations period that might otherwise be deemed applicable under state or federal law. Claims filed after the expiration of the limitations period shall be deemed time-barred. The Plan Administrator may, in its sole discretion, extend the 36-month limitations period described above upon a showing of exceptional circumstances that the Plan Administrator determines provides good cause for an extension. The decision of the Plan Administrator whether or not to extend the 36-month period is not subject to review. In addition, the 36-month period does not apply to any action related to a fiduciary breach governed by Section 413 of ERISA. If it should happen that plan fiduciaries misuse the Plan's money, or if you're discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you're successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous. To the fullest extent permitted by law, any putative class action lawsuit brought in whole or in part under Section 502 of ERISA (or any successor provision) and relating to the Plan, the lawfulness of any plan provision, the administration of the Plan, the management, investment or handling of Plan assets, or the performance or non-performance of Plan fiduciaries or administrators shall be filed in the jurisdiction in which the Plan is principally administered or the jurisdiction in which the largest number of putative class members reside (or if that jurisdiction cannot be determined, the jurisdiction in which the largest number of class members is reasonably believed to reside). If any putative class action within the scope of the preceding paragraph is filed in a jurisdiction other than one of those described in the preceding paragraph or if any non-class action filed in such a jurisdiction is subsequently amended or altered to include class action allegations, then the parties shall take all necessary steps to have the action removed to, transferred to, or re-filed in a jurisdiction described in the preceding paragraph. Such steps may include but are not limited to a joint motion to transfer the action or a joint motion to dismiss the action without prejudice to its re-filing in a jurisdiction described in the preceding paragraph with any applicable time limits or statutes of limitations applied as if the suit or class action allegation had originally been filed or asserted in a jurisdiction described in the preceding paragraph at the same time it was filed or asserted in a jurisdiction not described therein. This provision is waived if no party
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invokes it within 120 days after the filing of a putative class action or the assertion of class action allegations. Nothing shall relieve the Plan or any putative class member of any obligation existing under the Plan or by law to exhaust all administrative remedies before initiating litigation.

Assistance With Your Questions
If you have any questions about your Plan, you should call the Disney Add It Up! Benefits Center or contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C., 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

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