The Walt Disney Productions and Associated Companies Key Employees Deferred Compensation and Retirement Plan

(a)

Nonqualified Plan. The Plan is not qualified within the meaning of Code section 401(a). The Plan is intended to provide an unfunded and unsecured promise to pay money in the future and thus not to involve, pursuant to Treasury Regulations section 1.83-3(e), the transfer of “property” for purposes of Code section 83. Likewise, benefits credited under this Plan are not intended to confer an economic benefit upon the Participant nor is the right to the receipt of future benefits under the Plan intended to result in any Participant, Beneficiary or alternate payee being in constructive receipt of any amount so as to result in any benefit due under the Plan

being includible in the gross income of any Participant, Beneficiary or alternate payee in advance of the date on which payment of any benefit due under the Plan is actually made. For tax purposes and purposes of Title I of ERISA, the Plan is intended to be an unfunded, nonqualified deferred compensation plan covering certain designated employees who are within a select group of key management or highly compensated employees.

(b)

Compliance with Code Section 409A. This Plan is intended to comply with Code section 409A and related regulatory guidance. Therefore, the Plan shall be administered and interpreted in a manner consistent with that purpose. The Committee shall have full authority to take any and all actions as it deems necessary or appropriate to carry out this intent and purpose of the Plan.

(c)

Additional or Special Arrangements. The Committee, the Company, or any other Employer may, in its sole discretion, provide by a separate written agreement that the benefits payable to any individual who is also an Eligible Employee under the Plan shall be determined in accordance with the terms of the Plan, as the same may be modified in respect of that Eligible Employee under such agreement. Any such agreement may provide such Eligible Employee with additional years of service, credit for service with affiliated companies, a different vesting schedule, an individualized formula for the determination of such Eligible Employee’s benefit, or such other modification (which may constitute an enhancement or limitation) of the benefits provided hereby as the Committee, Company, or other Employer shall specify. Further, any separate agreement may provide for benefits which may be partially or wholly in addition to or in lieu of any benefits provided hereunder, and which may be greater, less than or equal to any benefits provided hereunder and any such benefits may or may not be calculated or otherwise determined by reference to the benefits provided by the Plan or by reference to, or by incorporation by reference of, any of the terms or provisions of the Plan. However, deferrals of compensation under this Plan and such other separate written agreement, if any, shall be aggregated with respect to the Eligible Employee to the extent required under Code section 409A and related regulations for purposes of assuring compliance with those rules.

(d)

No Guarantees of Intended Tax Treatment. The Plan shall be administered and interpreted so as to satisfy the requirements for the intended tax treatment under the Code described in this Plan section. However, the treatment of benefits earned under and benefits received from this Plan, for purposes of the Code and other applicable tax laws (such as state income and employment tax laws), shall be determined under the Code and other applicable tax laws and no guarantee or commitment is made to any Participant, Beneficiary or alternate payee with respect to the treatment of accruals under or benefits payable from the Plan for purposes of the Code and other applicable tax laws.

(a)

“Actuarial Equivalent” or “Actuarially Equivalent” means equality in the value of the aggregate amounts expected under different forms of payment, with adjustments to compensate for time or frequency of receipt, using the interest rates, mortality tables, and other actuarial assumptions provided in the definition of “Actuarial Equivalent” under the Retirement Plan, as adjusted to comply with any required law changes. At any given time,

(1)

The same actuarial assumptions and methods shall be used in valuing each annuity payment option, in determining whether the payments are actuarially equivalent; and

(2)

Such assumptions must be reasonable.

(b)

“Affiliate” generally means any corporation or other entity that is required to be aggregated with the Company under Code sections 414(b) or (c).

(c)

“Beneficiary” means:

(1)

With respect to any Pre-Commencement Death Benefit, the person or persons designated by the Plan as entitled to receive such benefit, as determined under Plan section 7.3; and

(2)

With respect to any Excess Accumulated Contribution Benefit, the person or persons designated by the Plan as entitled to receive such benefit, as determined under Plan section 6.4(c)(3).

(d)

“Benefit Calculation Date” means the date as of which a benefit payable from this Plan is calculated and, unless otherwise explicitly provided, such date shall be:

(1)

With respect to a Participant, the first day of the calendar month coincident with or next following the Payment Event; and

(2)

With respect to a Beneficiary, the first day of the calendar month next following the Payment Event.

(e)

“Board” means the Board of Directors of the Company.

(f)

“Certain and Life Annuity” means a monthly benefit that is the Actuarial Equivalent of a Participant’s Single Life Annuity and that is payable during the

Participant’s lifetime with a guaranteed payment period during which monthly payments shall be made without regard to the Participant’s death. The last payment shall be made on the first day of the calendar month in which the Participant’s death occurs or, if later, the end of the guaranteed payment period. If the Participant dies prior to the end of the guaranteed payment period and is survived by the Joint/Contingent Annuitant, the monthly benefit that is payable shall be paid to the Joint/Contingent Annuitant for the remainder of the guaranteed payment period. If the Joint/Contingent Annuitant dies after the Participant and before the end of the guaranteed payment period, then Actuarial Equivalent present value of the remaining guaranteed payments shall be paid to the estate of the Joint/Contingent Annuitant. If the Joint/Contingent Annuitant dies before the Participant and no new Joint/Contingent Annuitant has been designated at the Participant’s death, then Actuarial Equivalent present value of the remaining guaranteed payments shall be paid to the Participant’s estate.

(g)

“Change in Control” means an event described under paragraphs (1), (2), (3), (4) or (5) as follows:

(1)

The acquisition within any 12-month period by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) (a “Person”) of beneficial ownership (within the meaning of Rule 13d–3 promulgated under the Securities Exchange Act of 1934, as amended) of thirty percent (30%) or more of the total voting power of the then outstanding stock of the Company entitled to vote generally in the election of directors, but excluding the following transactions (the “Excluded Acquisitions”):

(A)

Any acquisition directly from the Company (other than an acquisition by virtue of the exercise of a conversion privilege of a security that was not acquired directly from the Company),

(B)

Any acquisition by the Company, and

(C)

Any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company;

(2)

Any time during a period of 12 months or less, individuals who at the beginning of such period constitute the Board (and any new directors whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was so approved) ceasing for any reason to constitute a majority thereof;

(3)

An acquisition (other than an Excluded Acquisition) by any Person of fifty percent (50%) or more of the voting power or value of the Company’s stock;

(4)

The consummation of a merger, consolidation, reorganization or similar corporate transaction, whether or not the Company is the surviving company in such transaction, other than a merger, consolidation, or reorganization that would result in the Persons who are beneficial owners of the Company’s stock outstanding immediately prior thereto continuing to beneficially own, directly or indirectly, in substantially the same proportions, at least fifty percent (50%) of the combined voting power or value of the Company’s stock (or the stock of the surviving entity) outstanding immediately after such merger, consolidation or reorganization; or

(5)

The sale or other disposition during any 12-month period of all or substantially all of the assets of the Company, provided that such sale is of assets having a total gross fair market value equal to or greater than 40% of the total gross fair market value of the assets of the Company immediately prior to such sale or disposition.

(h)

“Code” means the Internal Revenue Code of 1986, as amended and any succeeding federal tax provisions.

(i)

“Committee” means the Investment and Administrative Committee of The Walt Disney Company Sponsored Qualified Benefit Plans and Key Employees Deferred Compensation and Retirement Plan.

(j)

“Company” means The Walt Disney Company.

(k)

“Domestic Partner” means the individual determined by the Company in its sole discretion to be the Participant’s same-sex domestic partner in accordance with the Company’s procedures for identifying domestic partners.

(l)

“Early Retirement Date” means, with respect to the Participant, the “Early Retirement Date” as set forth in the applicable provisions of the Retirement Plan to which benefits accrued under this Plan relate.

(m)

“Eligible Employee” means a salaried Employee of an Employer who is or was a “Participant,” as this term is defined in the Retirement Plan.

(n)

“Employee” means any individual who is employed as a common-law employee of the Company or an Affiliate, including officers, but excluding independent contractors and leased employees (or any individuals designated as independent

contractors or leased employees under the customary worker classification procedures of the Company or an Affiliate) and directors who are not officers or otherwise employees.

(o)

“Employer” means the Company and all Affiliates that have been designated as Employers with respect to the Plan in accordance with the terms of Plan section 9.5.

(p)

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

(q)

“Excess Accumulated Contribution Benefit” means the benefit, if any, determined and payable under Plan section 6.4. For purposes of Code sections 409A and 3121(v)(2), the Excess Accumulated Contribution Benefit shall be a deferral of compensation under a nonaccount balance plan, as described in Treasury Regulations sections 1.409A-1(c)(2)(i)(C) and 31.3121(v)(2)-1(c)(2).

(r)

“Grandfathered Participant” means an individual whose employment with the Company and all Affiliates terminated before January 1, 2005, while the individual had a vested benefit under the Key Plan Part I.

(s)

“Interest Rate” means the 6-month LIBOR rate effective as of each January 1 based on the rate in effect as of the preceding October 1.

(t)

“Joint and Survivor Annuity” means a monthly benefit that is the Actuarial Equivalent of a Participant’s Single Life Annuity and that is payable during the Participant’s lifetime with a designated percentage of the Participant’s monthly benefit amount continuing after his death to his Joint/Contingent Annuitant, if such Joint/Contingent Annuitant survives him, for the Joint/Contingent Annuitant’s remaining lifetime. The last payment shall be made on the first day of the calendar month in which the Participant’s death occurs or, if later, the Joint/Contingent Annuitant’s death.

(u)

“Joint/Contingent Annuitant” means the person(s) designated as such by the Participant or the Plan, as applicable, as entitled to receive a portion of the Participant’s Retirement Income following his death.

(v)

“Key Plan Part I” means, with respect to a Grandfathered Participant, the Plan as in effect on October 3, 2004.

(w)

“Military Leave” means leave subject to reemployment rights under the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended from time to time.

(x)

“Normal Retirement Date” means, with respect to the Participant, the “Normal Retirement Date” as set forth in the applicable provisions of the Retirement Plan to which benefits accrued under this Plan relate.

(y)

“Participant” means any person who has been admitted to, and has not been removed from, participation in the Plan pursuant to the provisions of Article 3.

(z)

“Payment Date” means the date that any vested Retirement Income becomes payable to the Participant under Plan section 5.2 or, if the Participant has died before the Payment Date of any vested Retirement Income, the date that any Pre-Commencement Death Benefit becomes payable to the Beneficiary under Plan section 7.2. The Payment Date of any Excess Accumulated Contribution Benefit shall be determined under Plan section 6.4. If the Participant has post-separation or reemployment accruals under Plan section 6.6(b), then the Payment Date shall be the Benefit Calculation Date. Notwithstanding any other Plan provision to the contrary and solely for purposes of determining compliance with Code section 409A and related Treasury Regulations, except with respect to any payment due under Plan section 6.6(b), a payment shall be deemed made on the Payment Date if the benefit actually commences by the end of the calendar year in which the Payment Date occurs or, if later, by the 15 ^th day of the third month following the Payment Date.

(aa)

“Payment Event” means the applicable event triggering a payment of vested benefits under the Plan. The applicable event shall be one of the following:

(1)

With respect to Retirement Income, the earlier of:

(A)

The later of the Participant’s Separation from Service or attainment of age 55;

(B)

A Change in Control;

(2)

With respect to the Pre-Commencement Death Benefit and before the Payment Date of any vested Retirement Income to the Participant, the later of Participant’s death or the date that the Participant would have attained age 55;

(3)

With respect to any Excess Accumulated Contribution Benefit, the Participant’s Separation from Service or, if earlier, the Participant’s death; or

(4)

With respect to post-separation or reemployment accruals under Plan section 6.6(b) after a Payment Event under subparagraph (1)(A), January 1.

(bb)

“Plan” means The Walt Disney Productions and Associated Companies Key Employees Deferred Compensation and Retirement Plan, as contained herein and as amended from time. With respect to a Grandfathered Participant only, the Plan includes Key Plan Part I.

(cc)

“Pre-Commencement Death Benefit” means the benefit described in Article 7.

(dd)

“Retirement Income” means a monthly benefit:

(1)

Which a Participant has earned under the Plan as of any date of reference; and

(2)

Which is more fully determined under Article 4.

(ee)

“Retirement Plan” means the Disney Salaried Retirement Plan (including the Disney Salaried Service Pension Plan and the Disney Salaried Supplemental Pension Plan, which have been merged into the Retirement Plan), as amended from time to time. The Retirement Plan constitutes a qualified employer plan as defined under Treasury Regulations section 1.409A-1(a)(2).

(ff)

“Retirement Plan Benefit” means the benefit payable under the Retirement Plan.

(gg)

“Separation from Service” means, as provided in the following paragraphs of this subsection, an Employee’s termination from employment with the Company and all Affiliates, whether by retirement, resignation from or discharge by the Company or an Affiliate (but not by a transfer among the Company and Affiliates or death).

(1)

A Separation from Service shall be deemed to have occurred if an Employee and the Company and Affiliates reasonably anticipate, based on the facts and circumstances, that either:

(A)

The Employee will not provide any additional services for the Company or any Affiliate after a certain date; or

(B)

The level of bona fide services performed by the Employee after a certain date will permanently decrease to no more than 40 percent of the average level of bona fide services performed by the Employee over the immediately preceding 36 months.

(2)

If an Employee is absent from employment due to Military Leave, sick leave, or any other bona fide leave of absence authorized by the Company or an Affiliate and there is a reasonable expectation that the Employee will return to perform services for the Company or an Affiliate, then a Separation from Service shall not occur until the later of:

(A)

The first date immediately following the date that is six months after the first date that an Employee was absent from employment; and

(B)

To the extent the Employee retains a right to reemployment with the Company or any Affiliate under an applicable statute or by contract, the date the Employee no longer retains a right to reemployment.

(hh)

“Single Life Annuity” means a benefit payable monthly during the Participant’s lifetime, commencing as of his Benefit Calculation Date and ending with the payment due on the first day of the calendar month in which the Participant’s death occurs.

(ii)

“Specified Employee” means any person determined to be a specified employee under Code section 409A and Treasury Regulations section 1.409A-1(i).

(jj)

“Spouse” means a “spouse” as defined by the Defense of Marriage Act (Pub. Law No. 104-199) and shall also include a former spouse of a Participant to the extent required by a domestic relations order, within the meaning of Code section 414(p)(1)(B) and permitted under Treasury Regulations section 1.409A-3(j)(4)(ii). This definition is intended to clarify how the term “spouse” has been applied for purposes of the Plan (and Key Plan Part I) prior to January 1, 2009 and will be applied for purposes of the Plan (and Key Plan Part I) on and after January 1, 2009.

(kk)

“Treasury Regulations” means the regulations promulgated by the United States Department of the Treasury under the Code.

(a)

Transfers to Eligible Employee Status. An Employee who transfers employment such that he becomes an Eligible Employee and satisfies the requirements of Plan section 3.1 as of the date of transfer shall be a Participant in the Plan as of the date of transfer.

(b)

Transfers from Eligible Employee Status. To the extent a Participant transfers employment to an Affiliate and is no longer an Eligible Employee:

(1)

The Participant may become vested in his Retirement Income pursuant to Plan section 3.4, even though he is no longer an Eligible Employee.

(2)

The Participant shall, if he is or becomes vested in his Retirement Income, remain a Participant in the Plan until the date his vested Retirement Income is distributed from the Plan.

(3)

To the extent the Participant has no vested interest in his Retirement Income under the Plan but remains employed by an Affiliate, the Participant shall remain a Participant in the Plan until the date he ceases to be employed by the Company and all Affiliates at a time when he has no vested Retirement Income under the Plan. If he remains employed by an Affiliate until his Retirement Income under the Plan vests, his status as a Participant shall be determined under paragraph (2).

(a)

Vested Benefit. Except as otherwise provided in this Plan section, a Participant who is vested under the Retirement Plan shall be 100 percent vested in his Retirement Income and shall be entitled to a benefit from the Plan. If a Participant has a

Separation from Service prior to becoming vested under the Retirement Plan, his Retirement Income under the Plan shall be immediately forfeited.

(b)

Vesting on Change in Control. If a Change in Control occurs, each Participant shall become 100 percent vested in his Retirement Income if he is not already 100 percent vested upon the Change in Control.

(c)

Level of Combined Vested Benefit. The amount of the combined vested benefits under the Retirement Plan and the Plan that the Participant is entitled to receive as of a date certain generally shall not decrease after the Participant’s benefits under the Plan become 100 percent vested; provided, however, that the portion of the Participant’s vested benefits payable under this Plan may decrease over time where benefits payable under the Retirement Plan increase due to the operation of the Plan and the Retirement Plan.

(a)

A Participant’s Retirement Income payable for the Participant’s lifetime (or other form in which the accrued benefit is defined under the Retirement Plan at any time of reference) from the Plan as of his Normal Retirement Date shall be equal to the amount determined under paragraph (1) minus the amount determined under paragraph (2), as follows:

(1)

The Retirement Plan Benefit accrued through the Benefit Calculation Date that would be payable to the Participant under the Retirement Plan as of his Normal Retirement Date if the Retirement Plan Benefit was determined:

(A)

Without regard to the limits imposed by Code sections 415 and 401(a)(17); and

(B)

By taking into account the amount of any base compensation, as determined by the Committee in its sole discretion, that the Participant deferred into a nonqualified account balance plan, within the meaning of Treasury Regulations section 1.409A-1(c)(2) through December 31, 2005.

(2)

The Retirement Plan Benefit accrued through the Benefit Calculation Date that would be payable to the Participant under the Retirement Plan as of his Normal Retirement Date.

(b)

To the extent any portion of the Participant’s Retirement Plan Benefit is offset by benefits payable under another qualified retirement plan, a Participant’s Retirement Income shall be determined prior to the application of any such other offsets.

(a)

Default Time of Payment. Except as otherwise provided for under the terms of the Plan, the Participant shall be entitled to a payment of Retirement Income under the Plan as of the earlier Payment Date determined below:

(1)

If the Payment Event is the later of the Participant’s Separation from Service or attainment of age 55; then the Payment Date is the first day of the second calendar month following the Benefit Calculation Date; provided, however, that in the case of a Specified Employee, this date shall in no event be earlier than the first day of the month coinciding with or next following the date that is six months after Separation from Service of a Specified Employee; or

(2)

If the Payment Event is a Change in Control, then the Payment Date is the first day of the second calendar month following the Benefit Calculation Date.

(b)

Catch-Up Payments. Once payments commence, the Plan shall provide the Participant with a one-time payment equal to the amount of missed payments between the Benefit Calculation Date and the actual Payment Date. In the case of a Specified Employee, the missed payments shall be adjusted at the Interest Rate for the period between the Payment Date that would have applied had the Participant not been a Specified Employee and the Specified Employee’s Payment Date, as determined under subsection (a)(1).

(c)

Earlier Payments. An earlier payment may be made, as determined by the Committee in its sole discretion, only to the extent that a permissible Code section 409A and related Treasury Regulations exception ( e.g. , the payment of employment taxes) may be applied.

(d)

Continued Payments. Once a Participant’s Retirement Income commences, the payment of his Retirement Income shall not be delayed or accelerated, except as provided for in accordance with Plan section 6.7.

(a)

Default Form of Payment.

(1)

If a Participant’s Retirement Income is payable due to a Payment Event under Plan section 5.2(a)(1), the Participant’s Retirement Income shall be paid in the form of a 50% Joint and Survivor Annuity if the Participant has a Spouse on the Benefit Calculation Date, and in the form of a Single Life Annuity if the

Participant does not have a Spouse on the Benefit Calculation Date. In lieu of this default