Form S-8 Walt Disney Co

March 20, 2019 9:08 AM

As filed with the Securities and Exchange Commission on March 20, 2019

Registration No. 333-[●]

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

______________________

The Walt Disney Company

(Exact name of registrant as specified in its charter)

Delaware	83-0940635
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

500 South Buena Vista Street

Burbank, California 91521

(818) 560-1000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

______________________

The Walt Disney Company Amended and Restated 2011 Stock Incentive Plan

The Walt Disney Company/Pixar 2004 Equity Incentive Plan

Disney Savings and Investment Plan

Disney Hourly Savings and Investment Plan

Twenty-First Century Fox, Inc. 2013 Long-Term Incentive Plan

______________________

Jolene E. Negre, Esq.

Associate General Counsel

The Walt Disney Company

500 South Buena Vista Street

Burbank, California 91521

(818) 560-1000

(Name, address, including zip code, and telephone
number, including area code, of agent for service)

______________________

Copies to:

Faiza J. Saeed, Esq.

George F. Schoen, Esq.

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

(212) 474-1000

______________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒		Accelerated filer	☐
Non-accelerated filer	☐	(Do not check if a smaller reporting company)	Smaller reporting company	☐

CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered	Amount to be Registered (1)(2)	Proposed Maximum Offering Price Per Share (3)	Proposed Maximum Aggregate Offering Price (3)	Amount of Registration Fee (4)
Common Stock, $0.01 par value per share	136,973,132 shares	N/A	$14,924,465,925.67	$1,808,845.27

(1)

This Registration Statement covers the issuance of an aggregate of 136,973,132 shares of common stock, par value $0.01 per share (“Company Common Stock”), of The Walt Disney Company, a Delaware corporation, formerly known as TWDC Holdco 613 Corp. (“we,” “our,” “us,” “Disney,” or the “Company”). Such shares of Company Common Stock consist of (i) 30,846,291 shares of Company Common Stock reserved under the 21CF Plan (as defined in the Explanatory Note below), including shares that underlie equity-based awards of Twenty-First Century Fox, Inc., a Delaware corporation (“21CF”), that were converted into equity-based awards of the Company in connection with the Mergers (as defined in the Explanatory Note below) and (ii) 106,126,841 shares of Company Common Stock reserved under the Old Disney Plans (as defined in the Explanatory Note below, and together with the 21CF Plan, the “Plans”), including shares that underlie equity-based awards of TWDC Enterprises 18 Corp., a Delaware Corporation, formerly known as The Walt Disney Company (“Old Disney”) that were converted into equity-based awards of the Company in connection with the Mergers.

(2)

Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover (i) any additional shares of Company Common Stock that may become issuable under any of the Plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration which results in an increase in the number of the registrant’s outstanding shares of Company Common Stock and (ii) an indeterminate amount of plan interests to be offered or sold pursuant to the Old Disney 401(k) Plans (as defined in the Explanatory Note below).

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) promulgated under the Securities Act based on (i) with respect to 26,269,874 shares of Company Common Stock underlying unexercised stock options and stock appreciation rights previously granted under the Plans, the weighted average exercise price of such shares, or $97.18 and (ii) with respect to all other shares of Company Common Stock covered by this Registration Statement, the average of the high and low sales prices per share of the common stock, par value $0.01 per share, of Old Disney (“Old Disney Common Stock”) on the New York Stock Exchange (the “NYSE”) on March 19, 2019, or $111.75.

(4)

Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $121.20 per $1,000,000 of the maximum aggregate offering price. Pursuant to Rule 457(p) promulgated under the Securities Act, $1,808,845.27 of the registration fee due is offset by the registration fee previously paid by the Company (out of the total registration fee paid of $8,396,033.87, against which $5,956,518,68 has been previously offset by the registration fee previously paid by the Company in connection with the registration of shares of Company Common Stock on Form S-4 (File No. 333-225850), as amended, initially filed by the Company on June 25, 2018) in connection with the registration of shares of Company Common Stock on Form S-4 (File No. 333-224335), as amended, initially filed by the Company on April 18, 2018, with respect to which no shares of Company Common Stock were issued or sold. Accordingly, no registration fee is owed in connection with this registration statement.

EXPLANATORY NOTE

On March 20, 2019 (the “Closing Date”), pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of June 20, 2018, among Old Disney, 21CF, Disney (formerly known as TWDC Holdco 613 Corp.), WDC Merger Enterprises I, Inc. and WDC Merger Enterprises II, Inc. (the “Merger Agreement”), Disney acquired all of the outstanding shares of Old Disney and 21CF through a transaction in which: (i) WDC Merger Enterprises I, Inc. merged with and into Old Disney, with Old Disney surviving such merger as a wholly owned subsidiary of Disney (the “Disney Merger”) and (ii) WDC Merger Enterprises II, Inc. merged with and into 21CF, with 21CF surviving such merger as a wholly owned subsidiary of Disney (21CF, in its capacity as the surviving company of the 21CF Merger, the “Surviving Company”) (the “21CF Merger” and, together with the Disney Merger, the “Mergers”). As a result of the Mergers, among other things, Disney became the ultimate parent of Old Disney, 21CF and their respective subsidiaries.

As a result of the Mergers, at the effective time of the Disney Merger, which occurred at 12:01 a.m. Eastern Time on the Closing Date (the “Disney Effective Time”), Disney became the parent public reporting company. On the Closing Date, Disney filed a Current Report on Form 8-K for the purpose of establishing Disney as the successor issuer to Old Disney pursuant to Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Under the terms of the Merger Agreement, at the Disney Effective Time or at the effective time of the 21CF Merger, which occurred at 12:02 a.m. Eastern Time on the Closing Date (the “21CF Effective Time”), as applicable:

(i)

each outstanding 21CF performance stock unit (each, a “21CF PSU”) granted pursuant to the 21CF 2013 Long-Term Incentive Plan (such plan, the “21CF Plan”) prior to the 21CF Effective Time was converted into a Company restricted stock unit, subject solely to service-based vesting requirements, relating to the number of shares of Company Common Stock (rounded up to the nearest whole share) determined by multiplying the number of shares of common stock, par value $0.01 per share, of 21CF (such shares, “21CF Common Stock”) subject to such 21CF PSU based on the target level of performance by an exchange ratio described in the Merger Agreement (the “21CF Exchange Ratio”);

(ii)

each outstanding 21CF restricted stock unit award (each, a “21CF RSU”) granted pursuant to any of the 21CF Plan prior to the 21CF Effective Time was converted into a Company restricted stock unit award relating to the number of shares of Company Common Stock (rounded up to the nearest whole share) determined by multiplying the number of shares of 21CF Common Stock subject to such 21CF RSU by the 21CF Exchange Ratio; and

(iii)

each equity-based award with respect to shares of Old Disney Common Stock granted pursuant to any of the Walt Disney Company 2011 Stock Incentive Plan and the Walt Disney Company/Pixar 2004 Equity Incentive Plan, each, as amended from time to time, (such plans, together, the “Old Disney Equity Plans” and such equity-based awards, collectively, the “Old Disney Equity Awards”) was converted into a Company equity-based award of the same type with respect to the same number of shares of Company Common Stock.

In addition, at the Disney Effective Time, the investment option under each of the Disney Savings and Investment Plan and the Disney Hourly Savings and Investment Plan (such plans, collectively, the “Old Disney 401(k) Plans” and, together with the Old Disney Equity Plans, the “Old Disney Plans”) with respect to shares of Old Disney Common Stock was converted into an investment option with respect to Company Common Stock.

This Registration Statement is filed by the Company for the purpose of registering (i) 30,846,291 shares of Company Common Stock (determined after application of the 21CF Exchange Ratio) reserved under the 21CF Plan, including shares that underlie the converted 21CF PSUs and 21CF RSUs, and (ii) 106,126,841 shares of Company Common Stock reserved under the Old Disney Plans, including shares that underlie the converted Old Disney Equity Awards.

PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1. Plan Information.

The documents containing the information specified in Part I with respect to any Plan will be sent or given to employees participating in such Plan as specified by Rule 428(b)(1) promulgated under the Securities Act. In accordance with the instructions to Part I of Form S-8, such documents will not be filed with the Securities and Exchange Commission (the “SEC”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act. These documents and the documents incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute the prospectus as required by Section 10(a) of the Securities Act.

Item 2. Registrant Information and Employee Plan Annual Information.

Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement, which are also incorporated by reference in the Section 10(a) prospectus, other documents required to be delivered to eligible participants pursuant to Rule 428(b) promulgated under the Securities Act, or additional information about the Plans, will be available without charge by contacting Disney’s Senior Executive Vice President, General Counsel and Secretary at 500 South Buena Vista Street, Burbank, California, 91521, Telephone: (818) 560-1000.

Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed with the SEC pursuant to the Securities Act and the Exchange Act, are hereby incorporated by reference in, and shall be deemed to be a part of, this Registration Statement (excluding any portions of such documents that have been “furnished” but not “filed” for purposes of the Exchange Act):

The Company’s Current Report on Form 8-K, dated March 20, 2019.

Old Disney’s Annual Report on Form 10-K for the fiscal year ended September 29, 2018.

The Disney Savings and Investment Plan’s Annual Report on Form 11-K for the fiscal year ended December 31, 2017.

The Disney Hourly Savings and Investment Plan’s Annual Report on Form 11-K for the fiscal year ended December 31, 2017.

Old Disney’s Proxy Statement on Schedule 14A filed January 11, 2019.

Old Disney’s Quarterly Report on Form 10-Q for the quarterly period ended December 29, 2018.

Old Disney’s Current Reports on Form 8-K filed October 5, 2018, October 15, 2018, October 22, 2018, October 29, 2018, November 27, 2018, November 30, 2018, December 3, 2018, December 4, 2018, December 26, 2018, January 8, 2019, January 18, 2019 (Film No. 19532240), January 25, 2019, January 29, 2019, January 30, 2019, February 6, 2019, February 15, 2019, February 21, 2019, March 1, 2019, March 4, 2019, March 5, 2019, March 8, 2019, March 12, 2019, March 18, 2019 and March 20, 2019 (in each case, to the extent the information therein has been filed and not furnished).

The description of the Company’s common stock contained in the Company’s registration statement on Form S-4 (File No. 333-225850) first filed with the SEC on June 25, 2018, including any amendments or reports filed for the purpose of updating such description.

All documents, reports or definitive proxy or information statements subsequently filed by the Company or Old Disney pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents (excluding any portions of such documents that have been “furnished” but not “filed” for purposes of the Exchange Act).

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

The validity of the shares of Company Common Stock offered hereby has been passed upon for the Company by Roger J. Patterson. As an employee of the Company and former employee of Old Disney, Mr. Patterson is eligible to participate in the Old Disney Plans on the same basis as other similarly eligible employees, pursuant to which he owns, or has options or rights to acquire, an aggregate of less than 1% of the Company Common Stock currently outstanding.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (the “DGCL”) empowers a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. A Delaware corporation may indemnify directors, officers, employees and other agents of such corporation in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the person to be indemnified has been adjudged to be liable to the corporation. Where a present or former director or officer of the corporation is successful on the merits or otherwise in the defense of any action, suit or proceeding referred to above or in defense of any claim, issue or matter therein, the corporation must indemnify such person against the expenses (including attorneys’ fees) which he or she actually and reasonably incurred in connection therewith.

The bylaws of the Company contain provisions that provide for indemnification of officers and directors to the fullest extent permitted by, and in the manner permissible under, applicable state and federal law, including the DGCL.

As permitted by Section 102(b)(7) of the DGCL, the certificate of incorporation of the Company contains a provision eliminating the personal liability of a director to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, subject to certain exceptions.

The Company maintains policies insuring its officers and directors against certain civil liabilities, including liabilities under the Securities Act.

The Company also entered into indemnification agreements with each of its directors and anticipates that it will enter into similar agreements with future directors. Generally, these agreements attempt to provide the maximum protection permitted by Delaware law with respect to indemnification. The indemnification agreements provide that the Company will pay certain amounts incurred by its directors in connection with any civil, criminal, administrative or investigative action or proceeding. Such amounts include any expenses, including attorney’s fees, judgments, civil or criminal fines, settlement amounts and other expenses customarily incurred in connection with legal proceedings.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

3.1	Restated Certificate of Incorporation of the Company, effective as of March 19, 2019 (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 20, 2019).
3.2	Certificate of Amendment to the Restated Certificate of Incorporation of the Company, effective as of March 20, 2019 (incorporated by reference from Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on March 20, 2019).
3.3	Amended and Restated Bylaws of the Company, effective as of March 19, 2019 (incorporated by reference from Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on March 20, 2019).
4.1	The Walt Disney Company Amended and Restated 2011 Stock Incentive Plan (incorporated by reference from Exhibit 10.1 to Old Disney’s Form 8-K filed March 16, 2012).
4.2	The Walt Disney Company/Pixar 2004 Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to Old Disney’s Current Report on Form 8-K filed December 1, 2006).
4.3	Disney Savings and Investment Plan Amended and Restated Effective January 1, 2015 (incorporated by reference from Exhibit 10.30 to Old Disney’s Form 10-K for the fiscal year ended September 30, 2017).
4.4	First Amendment dated December 19, 2016 to the Disney Savings and Investment Plan as amended and restated effective January 1, 2015 (incorporated by reference from Exhibit 10.31 to Old Disney’s Form 10-K for the fiscal year ended September 30, 2017).
4.5	Second Amendment dated December 3, 2012 to the Disney Savings and Investment Plan (incorporated by reference from Exhibit 10.2 to Old Disney’s Form 10-Q for the quarter ended December 29, 2012).
4.6	Third Amendment dated December 18, 2014 to the Disney Savings and Investment Plan (incorporated by reference from Exhibit 10.4 to Old Disney’s Form 10-Q for the quarter ended March 28, 2015).
4.7	Fourth Amendment dated April 30, 2015 to the Disney Savings and Investment Plan (incorporated by reference to Exhibit 10.5 to Old Disney’s Form 10-Q for the quarter ended March 28, 2015).
4.8	Disney Hourly Savings and Investment Plan Amended and Restated Effective January 1, 2015.
4.9	First Amendment to the Disney Hourly Savings and Investment Plan as Amended and Restated Effective January 1, 2015.
4.10	Twenty-First Century Fox, Inc. 2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to 21CF’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 18, 2013).
5.1	Opinion of Roger J. Patterson, Associate General Counsel and Assistant Secretary.
23.1	Consent of Roger J. Patterson (included in Exhibit 5.1).
23.2	Consent of PricewaterhouseCoopers LLP.
24.1	Power of Attorney.

Item 9. Undertakings.

(a)	The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) promulgated under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this Item do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act), that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burbank, State of California, on March 20, 2019.

	THE WALT DISNEY COMPANY

	By:	/s/ Jolene E. Negre
		Name: Jolene E. Negre
		Title: Associate General Counsel

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
Principal Executive Officer

*/s/ Robert A. Iger	Chairman and Chief Executive Officer	March 20, 2019
Robert A. Iger

Principal Financial and Accounting Officers

*/s/ Christine M. McCarthy	Senior Executive Vice President and Chief Financial Officer	March 20, 2019
Christine M. McCarthy

*/s/ Brent A. Woodford	Executive Vice President, Principal Accounting Officer	March 20, 2019
Brent A. Woodford

Directors
*/s/ Susan E. Arnold	Director	March 20, 2019
Susan E. Arnold

*/s/ Mary T. Barra	Director	March 20, 2019
Mary T. Barra

*/s/ Safra A. Catz	Director	March 20, 2019
Safra A. Catz

*/s/ Francis A. deSouza	Director	March 20, 2019
Francis A. deSouza

*/s/ Michael Froman	Director	March 20, 2019
Michael Froman

*/s/ Robert A. Iger	Chairman of the Board and Director	March 20, 2019
Robert A. Iger

*/s/ Maria Elena Lagomasino	Director	March 20, 2019
Maria Elena Lagomasino

*/s/ Mark G. Parker	Director	March 20, 2019
Mark G. Parker

*/s/ Derica W. Rice	Director	March 20, 2019
Derica W. Rice

*By: /s/ Jolene E. Negre____________________

Jolene E. Negre

Attorney-in-Fact

Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burbank, State of California, on March 20, 2019.

	DISNEY SAVINGS AND INVESTMENT PLAN DISNEY HOURLY SAVINGS AND INVESTMENT PLAN

	By:	/s/ Christine M. McCarthy
		Name: Christine M. McCarthy
		Title: Chairman of the Investment and Administrative Committee, Senior Executive Vice President and Chief Financial Officer, The Walt Disney Company

Exhibit 4.8

DISNEY HOURLY

SAVINGS AND INVESTMENT PLAN

As Amended and Restated

Effective January 1, 2015

(With Amendments Adopted Through December 2015)

DISNEY HOURLY SAVINGS

AND INVESTMENT PLAN

TABLE OF CONTENTS

			Page

Preamble			i

ARTICLE 1 Definitions			1
	1.01	“Adjustment Factor”	1
	1.02	“Affiliated Employer”	1
	1.03	“Aggregate Account” or “Account”	1
	1.04	“Alternate Payee”	2
	1.05	“Authorized Leave of Absence”	2
	1.06	“Beneficiary”	2
	1.07	“Board or Board of Directors”	3
	1.08	“Code”	3
	1.09	“Committee”	3
	1.10	“Company”	3
	1.11	“Company Stock”	3
	1.12	“Company Stock Fund”	3
	1.13	“Company Stock ESOP Fund”	3
	1.14	“Company Stock Non-ESOP Fund”	3
	1.15	“Compensation”	4
	1.16	“Covered Employee”	4
	1.17	“Effective Date”	6
	1.18	“Eligibility Computation Period”	6
	1.19	“Eligible Employee”	7
	1.20	“Employee”	7
	1.21	“Employer”	8
	1.22	“Employment Commencement Date”	8
	1.23	“Enrollment Date”	9
	1.24	“ERISA”	9
	1.25	“Highly Compensated Employee”	9
	1.26	“Hour of Service”	10
	1.27	“Income”	12
	1.28	“Investment Fund”	12
	1.29	“Leased Employee”	12
	1.30	“Matching Account”	13
	1.31	“Matching Contribution”	13
	1.32	“Maximum Compensation Limitation”	13
	1.33	“Participant”	13
	1.34	“Period of Severance”	13

	1.35	“Plan”	15
	1.36	“Plan Year”	15
	1.37	“Qualified Domestic Relations Order”	16
	1.38	“Remployment Commencement Date”	16
	1.39	“Rollover Account”	16
	1.40	“Rollover Contribution”	16
	1.41	“Roth Account “	16
	1.42	“Roth Contributions”	16
	1.43	“Rule of Parity”	16
	1.44	“Section 402(g) Limit”	17
	1.45	“Severance from Service Date”	17
	1.46	“Special Account”	17
	1.47	“Special Contribution”	17
	1.48	“Spousal Consent”	17
	1.49	“Spouse “	18
	1.50	“Statutory Compensation”	18
	1.51	“Tax-Deferred Account”	18
	1.52	“Tax-Deferred Contributions”	19
	1.53	“Trust Agreement”	19
	1.54	“Trust Fund”	19
	1.55	“Trustee”	19
	1.56	“Valuation Date”	19

ARTICLE 2 Eligibility and Participation			20
	2.01	Eligibility	20
	2.02	Participation	20
	2.03	Reemployment of Former Employees and Former Participants	20
	2.04	Special Rules Relating to Veteran’s Reemployment Rights Under USERRA	21
	2.05	Transferred Participants	26
	2.06	Termination of Employment and Termination of Participation	27

ARTICLE 3 Contributions			28
	3.01A	Tax-Deferred Contributions	28
	3.01B	Automatic Enrollment in Tax-Deferred Contributions	30
	3.02	Matching Contributions	31
	3.03	Special Contributions	34
	3.04	Deductibility Limitations and Form of Contribution	35
	3.05	Rollover Contributions	35
	3.06	Catch-up Contributions	38
	3.07	Roth Contributions	38

ARTICLE 4 Allocations to Participants’ Accounts			40
	4.01	Individual Accounts	40
	4.02	Account Allocations	40
	4.03	Limitation on Allocations	42

	4.04	No Guarantee	42
	4.05	Statement of Accounts	42

ARTICLE 5 Vesting			43
	5.01	Tax-Deferred Account, Roth Account, Special Account and Rollover Account	43
	5.02	Matching Account	43

ARTICLE 6 Investment Elections and Voting of Company Stock			44
	6.01	Investment Options	44
	6.02	Voting of Company Stock	51

ARTICLE 7 Participant Loans			54
	7.01	Loans to Active Participants	54
	7.02	Repayment of Loans	55

ARTICLE 8 Distributions to Participants and Beneficiaries			57
	8.01	Hardship Withdrawals	57
	8.02	Distributions on Account of Termination of Employment	60
	8.03	Restrictions and Requirements on Distributions	63
	8.04	Method of Payment for Eligible Rollover Distributions	65
	8.05	Recapture of Payments	68
	8.06	Age 59-1/2 and Rollover Withdrawals	73
	8.07	Required Minimum Distributions	73

ARTICLE 9 Administration of Plan			76
	9.01	Plan Administrative Committee	76
	9.02	Duties of Committee	77
	9.03	Meetings	77
	9.04	Actions By the Committee	77
	9.05	Compensation and Bonding	78
	9.06	Establishment of Rules and Interpretation of Plan	78
	9.07	Service in More Than One Fiduciary Capacity	79
	9.08	Limitation of Liability	79
	9.09	Indemnification	79
	9.10	Expenses of Administration	79
	9.11	Claims Procedures	80
	9.12	Limitation on Actions	92
	9.13	Class Action Forum	94

ARTICLE 10 Management of Funds			91
	10.01	Trust Agreement	91
	10.02	Exclusive Benefit Rule	91
	10.03	Committee Power and Duties	92

iii

ARTICLE 11 Assignments and Liens			94
	11.01	Nonalienation	94
	11.02	Qualified Domestic Relations Orders	95
	11.03	Facility of Payment	96
	11.04	Information	97
	11.05	Construction	97
	11.06	Proof of Death and Right of Beneficiary or Other Person	97
	11.07	Failure to Locate Recipient	98
	11.08	Electronic Transmission of Notices to Participants	103

ARTICLE 12 Amendment, Merger and Termination			99
	12.01	Amendment of Plan	99
	12.02	Merger or Consolidation	100
	12.03	Additional Participating Employers	100
	12.04	Termination of Plan	101
	12.05	Distribution of Assets on Plan Termination or a Complete Discontinuance of Contributions	101
	12.06	Notification of Termination	102

ARTICLE 13 Top-Heavy Provisions			103
	13.01	Priority Over Other Plan Provisions	103
	13.02	Definitions Used in this Article	103
	13.03	Minimum Allocation	106

ARTICLE 14 Limitations on Contributions and Allocations to Participants’ Accounts			109
	14.01	Definitions Used in This Article	114
	14.02	Actual Deferral Percentage Test	117
	14.03	Contribution Percentage Test	119
	14.04	Additional Discrimination Testing Provisions	116
	14.05	Maximum Annual Additions	119
	14.06	Return of Contributions	121
	14.07	Contributions in Excess of Section 402(g) Limit	127

ARTICLE 15 General Provisions			125
	15.01	No Contract of Employment	125
	15.02	Severability	130
	15.03	Scrivener’s Error	130

Appendix A - Recognition of Service with Acquisitions or Predecessor Employers

Appendix B - Employees Transferred from Designated Disney Affiliated Companies

PREAMBLE

DISNEY HOURLY SAVINGS

AND INVESTMENT PLAN

The Disney Hourly Savings and Investment Plan (the “Plan”) was originally adopted, effective June 1, 2000, by The Walt Disney Company (“Company”) to provide a retirement savings vehicle for certain hourly employees of the Company covered by the following collective bargaining agreements: Disneyland Maintenance Agreement, Disneyland HERE (Food and Beverage), Disneyland Hotel HERE (Food and Beverage/Housekeeping) and Disneyland IATSE (Stagehands/Projectionists). As of June 1, 2001, certain non-union Disneyland hourly employees also became eligible to participate in the Plan. In addition, as of January 1, 2005, each Employer’s non-union hourly employees not previously eligible to participate in a defined contribution plan became eligible to participate in the Plan.

The Plan has been amended from time to time and is hereby amended and restated effective January 1, 2015 (the “Effective Date”), unless a particular provision specifies a different effective date. This restatement of the Plan incorporates all amendments to the Plan adopted through December 2015 and supersedes the most recent prior restatement of the Plan effective January 1, 2010 with amendments adopted through December 2012.

The Plan is intended to qualify as a profit sharing plan with a cash or deferred arrangement under Sections 401(a) and 401(k) of the Internal Revenue Code (“Code”). Although the Plan is intended to qualify as a profit sharing plan, employer contributions hereunder may be made without regard to profits. In addition, the Company Stock ESOP Fund is intended to qualify as an employee stock ownership plan, within the meaning of Section 4975(e)(7) of the Code. Pursuant to Article 12, the Company shall have the right to amend or terminate the Plan at any time without notice to the Participants or Beneficiaries if the Company so decides in its sole and absolute discretion.

The provisions of this restatement of the Plan shall apply to Employees who terminate employment with the Employers on or after the Effective Date. Except as specifically provided otherwise in this document or required by law, a former Employee’s eligibility for benefits and the amount of benefits, if any, payable to or on behalf of a former Employee shall be determined in accordance with the provisions of the Plan in effect on the date his employment terminated. In general, the rights and benefits of an Employee included under the Plan in accordance with the following provisions shall not be affected by the terms of any amendment to the Plan adopted after such Employee’s employment terminates, unless required by law or the amendment expressly provides otherwise. Notwithstanding the Effective Date of this restatement of the Plan:

	1.	Article 4 (Allocations to Participants’ Accounts), Article 6 (Investment Elections and Voting of Company Stock), Article 9 (Administration of Plan), Article 10 (Management of Funds), Article 11 (Assignments and Liens), Article 12 (Amendment, Merger and Termination) with the exception of Section 12.03 (Additional Participating Employers), and Article 15 (General Provisions) shall apply to all Employees and former Employees (to the extent appropriate) who are Participants on or after the Effective Date;

	2.	An Employee’s or former Employee’s eligibility for and amount of contributions allocated with respect to Plan Years beginning before the Effective Date shall not be affected by the provisions of this restatement of the Plan, except as expressly provided herein;

	3.	The provisions of Section 8.02 (Distributions on Account of Termination of Employment), Section 8.04 (Method of Payment for Eligible Rollover Distributions), Section 8.05 (Recapture of Payments), Section 8.06 (Age 59-1/2 and Rollover Withdrawals), and Section 8.07 (Required Minimum Distributions) shall apply, as appropriate, to distributions that occur under the Plan on or after the Effective Date; and

Amendments to the Plan shall be effective as of (a) the dates set forth in the prior instruments adopting the amendments (including any prior amendment to or restatement of the Plan) or (b) the date specified in the particular provision of this restatement of the Plan affected by such amendment (or as of the Effective Date if not specified).

To the extent applicable, beneficiary designation forms, qualified domestic relations orders, and any other administrative forms or orders on file with the Committee with respect to Participants and Beneficiaries under the Plan as in effect before the Effective Date shall continue in full force and effect under the Plan on and after the Effective Date, subject to the right of such Participants to change such designations and elections in accordance with Plan terms.

iii

ARTICLE 1

Definitions

1.01	“Adjustment Factor” means any of the cost of living adjustment factors prescribed by the Secretary of the Treasury under Section 415(d) of the Code applied to such items and in such manner as the Secretary shall provide.

1.02	“Affiliated Employer” means the Company and any company not participating in the Plan that is:

	(a)	a member of a controlled group of corporations as defined in Section 414(b) of the Code (determined under Code Section 1563(a) without regard to Code Sections 1563(a)(4) and (e)(3)(C)) with the Company; or

	(b)	any trade or business under common control (as defined in Code Section 414(c)) with the Company; or

	(c)	a member of an affiliated service group (as defined in Code Section 414(m)) that includes the Company; or

	(d)	any other entity required to be aggregated with the Company pursuant to Treasury regulations under Code Section 414(o).

	Notwithstanding the foregoing, for purposes of Section 14.05, the definitions in Sections 414(b) and (c) of the Code shall be modified by substituting the phrase “more than 50 percent” for the phrase “at least 80 percent” each place it appears in Section 1563(a)(1) of the Code.

1.03

“Aggregate Account” or “Account” means the records, including subaccounts, maintained by the Committee in the manner provided hereunder to determine the interest of each Participant in the assets of the Plan and may refer to any or all of the accounts that a Participant may have under this Plan, namely a Tax-Deferred Account, a Matching

	Account, an Automatic Contribution Account, a Rollover Account, a Special Account and a Roth Account.

1.04	“Alternate Payee” means any Spouse, former Spouse, child or other dependent of a Participant who is recognized by a qualified domestic relations order as having a right to receive all, or a portion, of the benefits payable under the Plan with respect to a Participant.

1.05	“Authorized Leave of Absence” means an absence authorized by an Employer or an Affiliated Employer under its standard personnel practices as applied in a uniform and nondiscriminatory manner to all persons similarly situated, provided that the Employee resumes employment with the Employer or an Affiliated Employer or retires within the period specified in the Authorized Leave of Absence. An Employer or an Affiliated Employer is not required to authorize any absence due to a strike, a walkout or a lockout as an Authorized Leave of Absence. An absence due to service in the Uniformed Services of the United States shall be considered an Authorized Leave of Absence provided that the Employee complies with all of the requirements of federal law in order to be entitled to reemployment and provided further that the Employee returns to employment with an Employer or an Affiliated Employer within the period provided by such law.

1.06	“Automatic Contribution” means the Employer Automatic Contribution made to the Plan on behalf of a Participant pursuant to Section 3.08.

1.07	“Automatic Contribution Account” means the account maintained for a Participant to record Automatic Contributions made on his behalf pursuant to Section 3.08 and adjustments relating thereon.

1.08	“Beneficiary” means any person, persons or entity named by a Participant by written designation filed with the Committee to receive benefits payable in the event of the Participant’s death, provided that if the Participant is married and he designates someone other than his Spouse as the Beneficiary, the Participant must file a Spousal Consent with

	the Committee. If any Participant fails to designate a Beneficiary, or if the Beneficiary designated by a deceased Participant dies before the Participant, then the Beneficiary shall be deemed to be the Participant’s surviving Spouse or, if none, then the Beneficiary shall be determined in accordance with the following order of priority:
	(a)	the Participant’s domestic partner (determined in accordance with procedures prescribed by the Committee), or if none;
	(b)	the Participant’s natural and legally-adopted children (equally), or if none;
	(c)	the Participant’s parents (equally), or if none;
	(d)	the Participant’s brothers and sisters (equally), or if none;
	(e)	the Participant’s estate.

1.09	“Board” or “Board of Directors” means the Board of Directors of The Walt Disney Company.

1.10	“Code” means the Internal Revenue Code of 1986, as amended.

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

1.12	“Company” means The Walt Disney Company and its successors.

1.13	“Company Stock” means common stock of the Company.

1.14	“Company Stock ESOP Fund” means the Investment Fund established and maintained pursuant to Section 6.01(a)(i)(A)(I).

1.15	“Company Stock Non-ESOP Fund” means the Investment Fund established and maintained pursuant to Section 6.01(a)(i)(A)(II).

1.16	“Compensation” means an Employee’s hourly straight‑time base pay (excluding overtime, bonuses, relocation reimbursement, stock options, or other extraordinary

	payments, as determined by the Committee) paid during the calendar year by the Employer in return for the Employee’s services. Compensation does not include:

	(a)	Employer contributions to any pension plan other than contributions caused by an Employee’s salary deferral reduction pursuant to Section 401(k) of the Code;

	(b)	Employer contributions to this Plan or any other plan of deferred compensation maintained by an Employer other than Tax-Deferred or Roth Contributions;

	(c)	Fringe benefits not taxable to the Employee (other than an elective qualified transportation fringe arrangement described in Code Section 132(f)(4));

	(d)	Payments to or on behalf of an individual after he is no longer an Employee;

	(e)	Imputed life insurance and all other forms of imputed income (for example, but not by way of limitation, income based on the value of health care coverage for the Employee’s domestic partner, regardless of whether the Employee is permitted to exclude such amount from taxable gross income);

	(f)	back pay; and

	(g)	Any Compensation in lieu of unused vacation and/or sick pay.

	Except as provided otherwise in Article 3, Compensation shall not, for Plan purposes, exceed the Maximum Compensation Limitation.

1.17	“Covered Employee” means:

	(a)	An hourly-paid Employee (as distinguished from salaried employees) who is covered by a collective bargaining agreement which specifically provides for coverage by the Plan; provided, however, that Employees covered by a collective bargaining agreement between an Employer and Craft Maintenance Union,

Florida Local 10, which specifically provides for coverage by the Plan, shall become Covered Employees no earlier than January 1, 2013, or as soon thereafter as the Committee determines is administratively practicable; and

(b)	An hourly-paid Employee (as distinguished from salaried employees) who is not represented by a collective bargaining representative, who is employed at the Disneyland Resort division of Walt Disney World Co. and who the Company has determined is eligible to participate in the Plan; and

(c)	An hourly-paid Employee (as distinguished from salaried employees) of an Employer who (i) is not represented by a collective bargaining representative, (ii) is not described in Section 1.17(b), and (iii) is not eligible to participate in any other defined contribution plan maintained by the Employer or an Affiliated Employer.

(d)	Notwithstanding the above, an Employee as described in any of the following paragraphs shall not be a Covered Employee, except to the extent the Company elects, by written notice, to extend Plan participation to such Employee:

	(i)	an Employee who is employed by an Employer pursuant to an oral or written agreement that provides that the individual shall not be eligible to participate in the Plan;

	(ii)	an Employee who is a “Leased Employee” (determined, for this purpose, without regard to the requirement that services be performed for at least one year);

	(iii)	an Employee who is a non-resident alien with no United States source income; and

		(iv)	an Employee designated by an Employer as employed in a division or group, or at a site that the Employer determined, on a nondiscriminatory basis, shall not be eligible to participate in the Plan.

	(e)	For purposes of this definition of “Covered Employee,” and notwithstanding any other provisions of the Plan to the contrary, individuals who are not classified by the Company, in its discretion, as employees under Code Section 3121(d) (including but not limited to, individuals classified by the Company as independent contractors and non-employee consultants) and individuals who are classified by the Company, in its discretion, as employees of any entity other than the Company or an Affiliated Employer do not meet the definition of Covered Employee and are ineligible for benefits under the Plan, even if the classification by the Company is determined to be erroneous, or is retroactively revised. In the event the classification of an individual who is excluded from the definition of Covered Employee under the preceding sentence is determined to be erroneous or is retroactively revised, the individual shall nonetheless continue to be excluded from the definition of Covered Employee and shall be ineligible for benefits for all periods prior to the date the Company determines its classification of the individual is erroneous or should be revised.

1.18	“Effective Date” means January 1, 2015, the date this amended and restated Plan becomes effective. The Plan was originally effective June 1, 2000.

1.19	“Eligibility Computation Period” means, with respect to an Employee, the applicable of (a) or (b) as follows:

	(a)	the 12‑consecutive‑month period commencing on the Employee’s Employment Commencement Date in which he is credited with at least 750 Hours of Service; or

	(b)	in the case of an Employee who is not credited with at least 750 Hours of Service in the 12‑month period described in Section 1.19(a) above, a Plan Year,

		commencing with the Plan Year beginning immediately following the Employee’s Employment Commencement Date, in which he has been credited with at least 750 Hours of Service.

	An Employee’s Eligibility Computation Periods are subject to and may be ignored pursuant to the Rule of Parity.

1.20	“Eligible Employee” means a Covered Employee who has attained age eighteen (18) and has reached the ninetieth (90th) day following his Employment Commencement Date; provided, however, that the service requirement described in this Section 1.20 shall not apply with respect to Covered Employees who are covered by a collective bargaining agreement between an Employer and Craft Maintenance Union, Florida Local 10 or who are Hourly ESPN Regular Remote Employees.

1.21	“Employee” means any person receiving Compensation for services rendered to an Employer or an Affiliated Employer, whose Compensation is subject to withholding of United States federal income tax and/or for whom Social Security contributions are made by an Employer or an Affiliated Employer, including any Leased Employee but excluding any person who serves solely as a director or independent contractor. In determining whether an individual is an Employee for purposes of the Plan, the individual shall only be classified as an Employee with respect to a period of time only if the Employer or Affiliated Employer treated the individual as a common law employee for payroll tax purposes for such period of time, regardless of any later determination that such individual was or may have been a common law employee during such period. Notwithstanding the foregoing, a Leased Employee, although not treated as a common law employee for payroll tax purposes by an Employer or an Affiliated Employer, shall be considered an Employee under the Plan.

	Employee excludes the following:

	(a)	an individual who serves solely as a director or independent contractor or an individual whom the Employer or Affiliated Employer regards to be an independent contractor;

	(b)	an individual who is not classified as an Employee by an Employer or Affiliated Employer, but who is treated as an Employee by reason of being treated as a “common law” employee of the Employer or Affiliated Employer pursuant to the standards prescribed by Internal Revenue Service Ruling 87-41 or any successor thereto;

	(c)	an individual whose basic compensation for services on behalf of an Employer or Affiliated Employer is not paid directly by an Employer or Affiliated Employer; and

	(d)	an individual working for a company providing goods or services (including temporary employee services) to an Employer or Affiliated Employer whom the Employer or Affiliated Employer does not regard to be a common law employee of the Employer or Affiliated Employer.

1.22	“Employer” means Walt Disney World Co. and any subsidiary or affiliate of the Company that adopts this Plan in accordance with Section 12.03.

1.23	“Employment Commencement Date” means, subject to any applicable Appendix, the first date as of which an Employee is credited with an Hour of Service for an Employer or an Affiliated Employer. For an Employee of an entity that first becomes an Affiliated Employer on or after December 3, 2007, the first date as of which the Employee is credited with an Hour of Service shall be determined taking into account hours of service with such entity (determined under Section 1.27 as if the entity had been at all times an Affiliated Employer), but only if the Board of Directors or the Committee has not determined in advance that service with such entity will not be credited for this purpose.

1.24	“Enrollment Date” means the first day of the first payroll period after an Employee becomes an Eligible Employee, or the beginning of any payroll period thereafter, as of which the Eligible Employee elects to commence participation in the Plan in accordance with Section 2.02.

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

1.26	“Highly Compensated Employee” means for any Plan Year, any Employee of the Employer or an Affiliated Employer (whether or not eligible for participation in the Plan) who:

	(a)	was a 5 percent owner (as defined in Section 414(q)(2) and Section 416(i) of the Code) for such Plan Year or the prior Plan Year, or

	(b)	for the preceding Plan Year received Statutory Compensation in excess of $115,000 (which is the dollar amount in effect for the Plan Year immediately preceding the Plan Year beginning on the Effective Date), and was among the highest 20 percent of employees for the preceding Plan Year when ranked by Statutory Compensation paid for that year, excluding, for purposes of determining the number of such employees, such Employees as the Committee may determine on a consistent basis pursuant to Section 414(q) of the Code. The $115,000 dollar amount in the preceding sentence shall be adjusted from time to time for the cost of living in accordance with Section 414(q) of the Code.

	Notwithstanding the foregoing, Employees who are nonresident aliens and who receive no earned income from the Employer or an Affiliated Employer that constitutes income from sources within the United States shall be disregarded for all purposes of this Section. In addition, when the highest-paid 20 percent of employees for the preceding Plan Year are determined, Employees of acquired Employers and Affiliated Employers for which the transition period described in Section 410(b)(6)(C) of the Code has not ended shall be disregarded.

	The Employer’s top-paid group election as described above shall be used consistently in determining Highly Compensated Employees for determination years of all employee benefit plans of the Employer and Affiliated Employers to which Section 414(q) of the Code applies (other than a multiemployer plan) that begin with or within the same calendar year, until such election is changed by Plan amendment in accordance with IRS requirements. The provisions of this Section shall be further subject to such additional requirements as shall be described in Section 414(q) of the Code and its applicable regulations, which shall override any aspects of this Section inconsistent therewith.

1.27	“Hour of Service” means each hour for which an Employee is paid or entitled to be paid for the performance of duties for the Employer or an Affiliated Employer.

	Solely with respect to an Eligibility Computation Period as described in Section 1.19, an Hour of Service also means:

	(a)	each hour for which an Employee is paid, or is entitled to payment, by an Employer or an Affiliated Employer on account of a period during which no duties are performed (regardless of whether the employment relationship has terminated) because of vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty, or leave of absence, but:

		(i)	no more than 501 Hours of Service are to be credited under this subsection (a) to an Employee for any single continuous period during which he performs no duties (whether or not the period occurs in a single computation period);

		(ii)	an hour is not credited where an individual directly or indirectly is paid or is entitled to payment because of a period during which no duties are performed if that payment is made or is due under a plan maintained solely for the purpose of complying with applicable workers’

		compensation or unemployment compensation or disability insurance laws; and

	(iii)	Hours of Service will not be credited for a payment that solely reimburses an Employee for medical or medically related expenses incurred. For purposes of this subsection (a), a payment is deemed to be made by or be due from an Employer or an Affiliated Employer regardless of whether it is made by or due from that entity directly or indirectly through a trust fund or insurers (among others) to which that entity contributes or pays premiums and regardless of whether contributions made or due to the trust fund or insurer or other funding vehicle are for the benefit of particular individuals or are on behalf of a group of individuals in the aggregate.

(b)	each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by an Employer or Affiliated Employer. The same Hours of Service must not be credited both under the first sentence of this definition or subsection (a) and also under this subsection (b). Thus, for example, if an Employee receives a back-pay award following a determination that he was paid at an unlawful rate for Hours of Service previously credited, he is not entitled to additional credit for the same Hours of Service. Crediting of Hours of Service for back pay awarded or agreed to with respect to periods described in subsection (a) is subject to the limitations set forth in that subsection. For example, no more than 501 Hours of Service are required to be credited for payment of back pay, to the extent that the back pay is awarded or agreed to for a period of time during which an Employee did not or would not have performed duties.

(c)	For determining Hours of Service for reasons other than the performance of duties, the special rule provided in 29 C.F.R. Section 2530.200b-2(b) is incorporated by reference. That rule provides that Hours of Service are credited on the basis of the number of hours in the Employee’s regular work schedule or, in the case of a payment not calculated in units or time, by dividing the payment in question by the Employee’s most recent hourly rate of pay.

	(d)	For purposes of crediting Hours of Service to computation periods, the special rule provided in 29 C.F.R. Section 2530.200b-2(c) is incorporated by reference. That rule provides that Hours of Service are credited to an Employee in the computation periods covered by the Employee’s regular work schedule during the period of nonperformance.

	(e)	The determination of Hours of Service must be made from records of hours worked and hours for which payment is made or due.

	(f)	For purpose of determining Hours of Service credited each Employee must be credited with at least forty-five (45) Hours of Service for each week for which he would be required to be credited with at least one Hour of Service under the first sentence of this definition.

	(g)	Hours of Service credit for a period of “qualified military service” shall be determined in accordance with Section 2.04.

1.28	“Income” means the net gain or loss of the Trust Fund from investments, as reflected by interest payments, dividends, realized and unrealized gains and losses on securities, other investment transactions and expenses paid from the Trust Fund. In determining the Income of the Trust Fund as of any date, assets shall be valued on the basis of their then fair market value.

1.29	“Investment Fund” means the one or more investment funds provided pursuant to Section 6.01(a) hereof.

1.30	“Leased Employee” means any person (other than a person treated as a common law employee of the Employer or Affiliated Employer) who, pursuant to an agreement between the Employer or Affiliated Employer and any other person (“leasing organization”), performed services for the Employer or Affiliated Employer or any related persons determined in accordance with Section 414(n)(6) of the Code on a

	substantially full-time basis for a period of at least one year (i.e., has completed at least 1,500 Hours of Service in the initial 12 consecutive months services were performed or during any Plan Year that begins during or after such initial year) and such services are performed under the primary direction of or control by the Employer or Affiliated Employer. In the case of any person who is a Leased Employee before or after a period of service as an Employee, the entire period during which he performed services as a Leased Employee shall be counted as service as an Employee for all purposes of the Plan, except that he shall not, by reason of that status, become a Participant of the Plan.

1.31	“Matching Account” means the account maintained for a Participant to record Matching Contributions made on his behalf pursuant to Section 3.02 and adjustments relating thereto.

1.32	“Matching Contribution” means the Employer Matching Contribution made to the Plan on behalf of a Participant pursuant to Section 3.02.

1.33	“Maximum Compensation Limitation” means $265,000 as of the Effective Date, adjusted thereafter for cost-of-living increases in accordance with Code Section 401(a)(17)(B). Annual Compensation means compensation during the Plan Year or such other consecutive 12-month period over which compensation is otherwise determined under the Plan (the determination period). The cost-of-living adjustment in effect for a calendar year applies to annual compensation for the determination period that begins with or within such calendar year.

1.34	“Participant” means any individual on whose behalf any Accounts are maintained under the Plan, the balance of which has not been distributed in full to him or his Beneficiary.

1.35	“Period of Severance” means:
	(a)	For any Employee, the period beginning on the Employee’s Severance from Service Date and ending on the date the Employee next completes an Hour of Service. A one-year Period of Severance is a period of 12-consecutive months

beginning on the Employee’s Severance from Service Date and during which the Employee does not perform an Hour of Service.

(b)	Subject to verification by the Committee that a leave of absence has occurred for any of the reasons stated below, for the purposes of Section 1.44 an Employee shall be deemed not to have incurred a Period of Severance during the period of up to 24-consecutive months that the Employee is absent from employment by reason of:

	(i)	The Employee’s pregnancy;

	(ii)	The birth of a child of the Employee;

	(iii)	Placement of a child with the Employee in connection with the Employee’s adoption of such child;

	(iv)	Caring for such child for a period beginning immediately following such birth or placement; or

	(v)	The Employee’s own illness or caring for his Spouse or a member of his immediate family pursuant to the Family and Medical Leave Act of 1993 and regulations thereunder.

(c)	Notwithstanding anything to the contrary contained in this Section 1.35, for purposes of Section 1.19, a Period of Severance is the 12-month period described in Section 1.19 during which an Employee is credited with fewer than 501 Hours of Service.

	Solely for the purpose of determining if an Employee incurred a Period of Severance, an Employee shall be credited with forty-five (45) Hours of Service per week during a period of absence by reason of:

		(i)	The Employee’s pregnancy;

		(ii)	The birth of a child of the Employee;

		(iii)	Placement of a child with the Employee in connection with the Employee’s adoption of such child;

		(iv)	Caring for such child for a period beginning immediately following such birth or placement; or

		(v)	The Employee’s own illness or caring for his Spouse or a member of his immediate family pursuant to the Family and Medical Leave Act of 1993 and regulations thereunder.

		An Employee shall not be treated as having incurred a Period of Severance in the Eligibility Computation Period in which the absence begins, or, if the Employee would not otherwise have incurred a Period of Severance during that Eligibility Computation Period, in the next following Eligibility Computation Period. The Committee may require that an Employee file a written request to receive credit for Hours of Service under this subsection. Unless otherwise determined by the Committee or an Employer’s personnel practices, an Employee who is absent from work for the reasons described in this subsection shall be deemed to have terminated employment for all purposes of this Plan other than the special Period of Severance rule in this subsection (c) and in subsection (b) above.

1.36	“Plan” means the Disney Hourly Savings and Investment Plan as set forth in this document, and as it may be amended from time to time.

1.37	“Plan Year” means the calendar year, except for the short year from June 1, 2000 through December 31, 2000, which was the first year of the Plan.

1.38	“Qualified Domestic Relations Order” means a domestic relations order that creates or recognizes the existence of an Alternate Payee’s right to, or assigns to an Alternate Payee the right to, receive all or portion of the benefits payable with respect to a Participant. The order must (a) be a judgment, decree or order (including the approval of a property settlement agreement) that is made pursuant to a state domestic relations law, (b) relate to the provision of child support, alimony payments or marital property rights for the benefit of a Spouse, former Spouse, child, or other dependent of the Participant, and (c) otherwise meets the requirements of Section 206(d)(3) of ERISA and Section 414(p) of the Code, as determined by the Committee.

1.39	“Reemployment Commencement Date” means the date an Employee first is credited with an Hour of Service following a prior Period of Severance.

1.40	“Rollover Account” means the account maintained for a Participant to record his Rollover Contributions to the Trust Fund pursuant to Section 3.05 and adjustments relating thereto.

1.41	“Rollover Contribution” means a Rollover Contribution made to the Plan by a Participant pursuant to Section 3.05.

1.42	“Roth Account” means the account maintained for a Participant to record contributions made on his behalf by an Employer pursuant to a Roth Contribution agreement described in Section 3.07, any rollover Roth amounts accepted by the Plan pursuant to Section 3.05(b), and adjustments relating to Roth Contributions or rollover Roth amounts.

1.43	“Roth Contributions” means an Employer’s contribution made to the Plan on behalf of a Participant pursuant to a Roth Contribution agreement described in Section 3.07.

1.44	“Rule of Parity” means a rule pursuant to which an Employee who incurs a Period of Severance shall have his Eligibility Computation Periods that occur prior to such Period of Severance ignored or restored. If an Employee incurs a Period of Severance prior to becoming eligible to participate hereunder, his Eligibility Computation Periods prior to

	such Period of Severance shall not be taken into account if the number of consecutive one-year Periods of Severance equals or exceeds the greater of (i) the Employee’s Eligibility Computation Periods completed prior to the first such Period of Severance, or (ii) five. Eligibility Computation Periods previously eliminated by a prior application of this Section 1.44 shall not be counted for purposes of this Section 1.44.

1.45	“Section 402(g) Limit” means for any calendar year, the dollar limitation contained in Code Section 402(g) in effect for such calendar year.

1.46	“Severance from Service Date” means the earlier of:

	(a)	the date on which the Employee quits, retires, is discharged or dies; or

	(b)	the first anniversary of the first date of a period in which an Employee remains absent from Service (with or without pay) with an Employer or Affiliated Employer for any reason (other than resignation, retirement, discharge or death), such as vacation, holiday, sickness, disability, leave of absence or layoff.

1.47	“Special Account” means the account maintained for a Participant to record Special Contributions made on his behalf pursuant to Section 3.03, and adjustments relating thereto.

1.48	“Special Contribution” means the Employer Special Contribution made to the Plan on behalf of a Participant pursuant to Section 3.03.

1.49	“Spousal Consent” means written consent given by a Participant’s Spouse to an election made by the Participant of a specified form of benefit or a designation by the Participant of a specified Beneficiary other than the Spouse. The specified form or specified beneficiary shall not be changed unless further Spousal Consent is given, unless the Spouse expressly waives the right to consent to any future changes. Spousal Consent shall be duly witnessed by a Plan representative or notary public and shall acknowledge the effect on the Spouse of the Participant’s election. The requirement for Spousal

	Consent may be waived by the Committee if it is established to its satisfaction that there is no Spouse, or that the Spouse cannot be located, or because of such other circumstances as may be established by applicable law. Spousal Consent shall be applicable only to the particular Spouse who provides such consent.

1.50	“Spouse” means any person married to a Participant if (and only if) the marriage to that individual was legal and valid when it was entered into, under the laws of the jurisdiction where it was entered into. The term “Spouse” also shall include a former Spouse of a Participant to the extent required by a Qualified Domestic Relations Order. A Spouse does not include a domestic partner or a partner through a civil union or other similar formal relationship that is not treated as marriage under applicable law.

1.51	“Statutory Compensation” means “compensation” actually paid or made available to the Participant (or includable in the gross income of the Participant) by the Employer or an Affiliated Employer, where “compensation” includes the items described in Treas. Reg. § 1.415(c)-2(b)(1) and (2), but excludes the items described in Treas. Reg. § 1.415(c)-2(c). Statutory Compensation includes amounts that would otherwise be included in compensation as described in the immediately preceding sentence but for an election under Code Sections 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b); provided, however, that amounts not included in income under Section 125 of the Code include any amount not available to a Participant in cash in lieu of group health coverage because the Participant is unable to certify that he has other health coverage, but only if the Employer or Affiliated Employer does not otherwise request or collect information regarding the Participant’s other health coverage as part of the enrollment process for the health plan. Notwithstanding the foregoing, Statutory Compensation shall not include compensation paid or made available to the Participant after the Participant’s termination of employment with the Employer or Affiliated Employer, except (I) regular pay (within the meaning of Treas. Reg. § 1.415(c)-2(e)(3)(ii)) that is paid by the later of two and one-half months after the Participant terminates employment or the end of the Plan Year or limitation year (as applicable) in which the Participant terminates employment and (II) differential pay amounts required to be included pursuant to Code Section 414(u)(12).

1.52	“Tax-Deferred Account” means the account maintained for a Participant to record contributions made on his behalf by an Employer pursuant to a Tax-Deferred Contribution agreement described in Section 3.01A or pursuant to the automatic enrollment provisions of Section 3.01B and adjustments relating thereto.

1.53	“Tax-Deferred Contributions” means an Employer’s contribution made to the Plan on behalf of a Participant pursuant to a Tax-Deferred Contribution agreement described in Section 3.01A or the automatic enrollment provisions of Section 3.01B.

1.54	“Trust Agreement” means the trust agreement or agreements that may be established from time to time hereunder and as the same may from time to time be amended and/or restated.

1.55	“Trust Fund” means all money or other property that is held by the Trustee, pursuant to the terms of the Trust Agreement.

1.56	“Trustee” means the entity or its successor acting as the trustee under the Trust Agreement, or any other trustee or trustees designated in any trust agreement or agreements that may be established to carry out the purposes of this Plan.

1.57	“Valuation Date” means the date as of which the Trustee shall determine the value of the assets in the Trust Fund for purposes of enabling the Committee or its delegate to determine the value of the Aggregate Accounts.

ARTICLE 2

Eligibility and Participation

2.01	Eligibility
	Only Eligible Employees may participate in this Plan.

2.02	Participation
	Any individual who was a Participant in the Plan immediately preceding the Effective Date shall be considered a Participant on the Effective Date. Thereafter, an Eligible Employee shall become a Participant as of the first Enrollment Date after he:

	(a)	authorizes his Tax-Deferred Contributions in accordance with Section 3.01A or Roth Contributions in accordance with Section 3.07;
	(b)	names a Beneficiary; and
	(c)	selects investment fund(s) pursuant to Article 6.

	The Company may, in its sole and absolute discretion, waive any or all of the participation requirements set forth above for the Employees of any Employer. Notwithstanding the foregoing, an Eligible Employee who is covered by a collective bargaining agreement between an Employer and Craft Maintenance Union, Florida Local 10 shall become a Participant on the automatic enrollment date (if any) on which a deemed agreement to make Tax-Deferred Contributions on his behalf takes effect under Section 3.01B.

2.03	Reemployment of Former Employees and Former Participants
	Any person reemployed by an Employer as an Eligible Employee who was previously a Participant or was previously eligible to become a Participant shall be immediately eligible to become a Participant in the Plan, provided that a person reemployed as an Eligible Employee covered by a collective bargaining agreement between an Employer and Craft Maintenance Union, Florida Local 10 shall become a Participant on the

	automatic enrollment date (if any), following his reemployment, on which a deemed agreement to make Tax-Deferred Contributions on his behalf takes effect under Section 3.01B. Any other person reemployed by an Employer may participate in the Plan on meeting the requirements of Section 2.02.

2.04	Special Rules Relating to Veteran’s Reemployment Rights Under USERRA
	(a)	Notwithstanding any contrary provision of the Plan, the rules of Sections 2.04(d) and 2.04(e) shall apply to any Participant who is reemployed upon return from qualified military service as set forth in Sections 2.04(b) and 2.04(c). It is intended that contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Code Section 414(u).

	(b)	“Qualified military service” means any service in the uniformed services, as defined in chapter 43 of title 38, United States Code, by an individual if the individual is entitled to reemployment rights under chapter 43 with respect to such service.

	(c)	A Participant shall be treated as reemployed upon returning to work with an Employer or Affiliated Employer following qualified military service if:

		(i)	The Participant did not separate from military service with a disqualifying discharge or under other than honorable conditions;

		(ii)	The Participant, or an appropriate officer of the uniformed service, gave the Employer or Affiliated Employer advance notice of his intent to serve (unless prevented by military necessity or impossible or unreasonable under all circumstances);

		(iii)	The Participant has five years or less of cumulative qualified military service in his employment relationship with the Employer or Affiliated

			Employer (excluding any periods that are disregarded when applying the five-year limit under chapter 43 of title 38, United States Code); and

		(iv)	The Participant reports for work or submits an application for reemployment with the Employer or Affiliated Employer in a timely manner. Subject to special rules set forth in chapter 43, title 38 of the United States Code for individuals who are hospitalized or convalescing from illness or injury, a reemployment request is timely if the Participant reports for work or submits an application for reemployment to the Employer or Affiliated Employer after his period of qualified military service ends as follows:

Period of Qualified Military Service	Deadline for Report/Submission
Fewer than 31 days or any length if the service was for purposes of fitness examination	The beginning of the first full regularly-scheduled work period on the first full calendar day following completion of the service, and the expiration of 8 hours after a period allowing for safe transportation from the place of that service to the Participant’s residence (unless impossible or unreasonable)
31 to 180 days	Within 14 days (unless impossible or unreasonable)
181 days or more	Within 90 days

(d)	In the event this Section 2.04 applies to a Participant:

	(i)	The Participant shall not be deemed to have incurred a Period of Severance by reason of his period of qualified military service.

	(ii)	The Participant’s period of absence due to qualified military service shall be included in the determination of his Hours of Service, his status as an

		Eligible Employee under Section 1.20, and his eligibility for Matching Contributions under Section 3.02(b), as if the Participant had remained employed in the position he held with the Employer or Affiliated Employer before such absence began.

	(iii)	The Participant shall be deemed to have received Compensation during the period of absence due to qualified military service at the rate he would have received Compensation had he remained employed as an Employee for that period or, if such rate is not reasonably certain, on the basis of the Participant’s average rate of Compensation during the 12-month period immediately preceding such period of qualified military service (or, if shorter, the period of the Participant’s employment as an Employee immediately preceding such period).

(e)	In the event this Section 2.04 applies to a Participant, he shall be permitted to make additional Tax-Deferred Contributions or Roth Contributions as provided in this Section 2.04(e):

	(i)	Tax-Deferred Contributions or Roth Contributions made under this Section 2.04(e) must be made within five years (or, if less, three times the length of his most recent period of qualified military service) after his reemployment and while the Participant is an Employee.

	(ii)	The maximum amount of Tax-Deferred Contributions or Roth Contributions that the Participant may make under this Section 2.04(e) is the maximum amount of Tax-Deferred Contributions or Roth Contributions that he would have been permitted to make during the period of absence due to qualified military service if he had continued to be employed by the Employer during such period in the position he held with the Employer immediately before such absence and received

		Compensation as set forth in Section 2.04(d)(iii). The maximum amount of Tax-Deferred Contributions or Roth Contributions so determined shall be reduced by the amount of any Tax-Deferred Contributions or Roth Contributions actually made by the Participant during his period of absence due to qualified military service.

	(iii)	The Employer shall contribute Matching Contributions that would have been attributable to Tax-Deferred Contributions or Roth Contributions made pursuant to this Section 2.04(e) as soon as practicable after such Tax-Deferred Contributions or Roth Contributions are made.

	(iv)	Contributions made pursuant to this Section 2.04(e):

		(A) shall not be taken into account for purposes of the Section 402(g) Limit and the otherwise applicable limitations under Section 14.05 for the taxable year or limitation year in which the contributions are made; rather such contributions shall be taken into account for purposes of such limitations for the year to which the contributions relate; and

		(B) shall not be taken into account for purposes of the limitations described in Sections 14.02 or 14.03 for any year.

	(v)	No investment earnings shall be credited on Tax-Deferred Contributions, Roth Contributions or Matching Contributions made pursuant to this Section 2.04(e) prior to the date such contributions are actually made.

(f)	In the event a Participant has an outstanding loan under the Plan at the time a period of qualified military service begins, the rules set forth in Section 7.02(e) shall apply.

(g)	In accordance with Code Section 401(a)(37) and guidance issued thereunder, the survivors of a Participant who dies while performing qualified military service shall be eligible for any additional benefits (other than additional contributions related to the period of qualified military service) that would have been provided under the Plan if the Participant had resumed employment as described in Section 2.04(c) and immediately thereafter terminated employment due to death.

(h)	To the extent required by Code Section 414(u)(12) and guidance issued thereunder, an individual receiving differential wage payments (within the meaning of Code Section 3401(h)(2)) from the Employer or an Affiliated Employer shall be treated as an employee and the differential wage payments shall be treated as compensation.

(i)	The following distribution options are available to Participants (including Participants who have terminated employment) who are absent from work due to military service:

	(i)	A Participant who, by reason of being a member of a reserve component (as defined in section 101 of title 37, United States Code), is ordered or called to active duty after September 11, 2001 for a period in excess of 179 days or for an indefinite period may elect a distribution of all or part of his Tax-Deferred Account and Roth Account in the form of a lump sum. Such election may be made, in the form and manner prescribed by the Committee, at any time during the period beginning on the date of such order or call (or January 1, 2009 if later) and ending at the close of the active duty period.

	(ii)	A Participant who is performing service in the uniformed services (as defined in chapter 43 of title 38, United States Code) while on active duty for a period of more than 30 days may elect a distribution of all or part of his Tax-Deferred Account and Roth Account in the form of a lump sum. Such election may be made, in the form and manner prescribed by the

			Committee, at any time during such active duty period. If a Participant who has not terminated employment receives a distribution under this clause (ii) that is not otherwise permitted under clause (i) above or Section 8.06(a) of the Plan, the Participant shall be prohibited from making Tax-Deferred Contributions or Roth Contributions under this Plan during the six-month period beginning on the date of the distribution. This clause (ii) is intended to satisfy the requirements of Code Section 414(u)(12)(B) and shall be construed in a manner that will effectuate this intent.

2.05	Transferred Participants
	(a)	If a Participant remains in the employ of an Employer or an Affiliated Employer but ceases to be an Eligible Employee, his participation under the Plan shall be suspended, provided, however, that during the period of his employment in such ineligible position:

		(i)	he shall cease to have any right to elect Tax-Deferred Contributions or Roth Contributions or to make Rollover Contributions;

		(ii)	he shall not receive allocations of Matching Contributions, Automatic Contributions or Special Contributions;

		(iii)	he shall continue to participate in income allocations pursuant to Section 4.02(a); and

		(iv)	the provisions of Articles 6 and 8 shall continue to apply.

	(b)	If an Employee again becomes an Eligible Employee, his rights and privileges as an Eligible Employee under this Plan shall be restored. In addition, to the extent applicable, the Employee’s Matching Contribution for the Plan Year in which he again becomes an Eligible Employee shall be determined under Section 3.02 after taking into account any tax-deferred, Roth and matching contributions allocated to the Employee for such Plan Year under any qualified defined contribution plan maintained by an Affiliated Employer in which the Employee was participating immediately before he resumed Eligible Employee status.

2.06

Termination of Employment and Termination of Participation

Under this Plan, termination of employment occurs on the date an Employee is no longer employed with an Employer or an Affiliated Employer. An Eligible Employee’s participation in the Plan shall terminate on the date he terminates employment, unless the Participant is entitled to benefits under the Plan, in which event his participation shall terminate when those benefits are distributed to him.

ARTICLE 3

Contributions

3.01A	Tax-Deferred Contributions
	(a)	A Tax-Deferred Contribution represents an agreement by an Eligible Employee with his Employer to accept a reduction in Compensation in consideration of a contribution to the Plan by the Employer on the Participant’s behalf in the same amount.

	(b)	In accordance with rules that the Committee shall prescribe from time to time, an Eligible Employee may elect to enter into an agreement with his Employer as described in Section 3.01A(a) by indicating the amount of Tax-Deferred Contributions he wishes to be contributed by his Employer. For specified Eligible Employees, Tax-Deferred Contributions shall be made pursuant to the automatic enrollment provisions of Section 3.01B. Tax-Deferred Contributions shall be subject to the following:

		(i)	Tax-Deferred Contributions made pursuant to an agreement described in Section 3.01A(a) may be any whole percentage of a Participant’s Compensation (determined without regard to the Maximum Compensation Limitation) between one (1) percent and fifty (50) percent.

		(ii)	Except as provided in Section 2.04 or 3.06, a Participant’s Tax-Deferred Contributions for any Plan Year may not exceed the Section 402(g) Limit for the applicable Plan Year or fifty (50) percent of the Participant’s Compensation for the Plan Year limited by the Maximum Compensation Limitation, if less.

		(iii)	Tax-Deferred Contributions shall be made by regular payroll reduction.

	(c)	Tax-Deferred Contribution elections are effective following the Participant’s Enrollment Date or as soon as administratively feasible thereafter, provided that deemed elections described in Section 3.01B shall become effective as described in that Section. An election (or deemed election) of Tax-Deferred Contributions shall remain in force until changed in the form and manner specified by the Committee and shall automatically apply to increases in the Participant’s Compensation. A Participant may elect to cease contributions at any time. Elections to increase, decrease or cease Tax-Deferred Contributions are effective as soon as administratively possible following receipt by the Committee. A Participant may not change his election with respect to Tax-Deferred Contributions already made by payroll deduction. Notwithstanding the foregoing, if a Participant terminates employment or is reclassified or transferred to an employment category not included among Eligible Employees, deferrals shall cease as of the first payroll period in which the termination, reclassification or transfer is effective. Notwithstanding any contrary provision of this Section 3.01A or Section 3.01B, if the amount being deducted from a Participant’s Compensation is changed due to an error by the Company, the Participant shall be deemed to have elected to make such change, as of the effective date of the change, if the Participant does not advise the Committee in writing (or by any other means that is acceptable to the Committee) of his objection to such change within 90 days after his receipt of the first paycheck (or payroll advice) reflecting such change.

	(d)	Tax-Deferred Contributions made pursuant to an agreement under this Section 3.01A or a deemed agreement under Section 3.01B shall be transmitted to the Trustee as of the earliest date on which such contributions can reasonably be segregated from the Employer’s general assets, but no later than the fifteenth business day of the month following the payroll month in which the Tax-Deferred Contribution was deducted from the Participant’s Compensation.

	(e)	All Tax-Deferred Contributions, whether made pursuant to an agreement under Section 3.01A or a deemed agreement under Section 3.01B, are subject to the limitations of Article 14 and the further limitations of this Article.

3.01B	Automatic Enrollment in Tax-Deferred Contributions
	Notwithstanding Section 3.01A, an Eligible Employee who is covered by a collective bargaining agreement between an Employer and Craft Maintenance Union, Florida Local 10 shall be deemed to have entered into an agreement with his Employer as described in Section 3.01A(a), effective as of his “automatic enrollment date” (as defined below), to reduce his Compensation by one (1) percent and to have that amount contributed to the Plan as Tax-Deferred Contributions; provided, however, that such deemed agreement shall not take effect if:

	(a)	Before his automatic enrollment date, the Eligible Employee has entered into an affirmative agreement to make Tax-Deferred Contributions under Section 3.01A or Roth Contributions under Section 3.07;

	(b)	The Eligible Employee has revoked such deemed agreement in advance of his automatic enrollment date by electing to change the percent by which his Compensation will be reduced to zero, at the time and in the form and manner prescribed by the Committee; or

	(c)	The Eligible Employee is no longer an Eligible Employee on his automatic enrollment date.

	For purposes of this Section 3.01B, an Eligible Employee’s “automatic enrollment date” shall be the first payroll processing date that occurs after the 30th day following the later of (i) the most recent date on which he becomes (by reason of hire or implementation of the Plan) or again becomes (by reason of employment transfer or rehire) an Eligible Employee or (ii) the date notice (describing the Plan’s automatic enrollment feature, how

	the Employee can elect not to contribute or to contribute at a different rate, and the Plan’s default investment procedures) is mailed or otherwise delivered to the Eligible Employee by the Committee with respect to the date described in clause (i). Once effective, a deemed agreement to make Tax-Deferred Contributions shall remain in effect until it is replaced with an affirmative contribution election under Section 3.01A or 3.07 or otherwise ceases to be effective in accordance with Section 3.01A(c). At least 30 days prior to each Plan Year during which a deemed agreement described in this Section remains in effect for a Participant, the Committee also shall provide the Participant with the notice described in clause (ii) above.

3.02	Matching Contributions
	(a)	Each Employer will contribute:

		(i)	with respect to a Participant employed by it who (A) is not represented by a collective bargaining representative and is not an Hourly ESPN Regular Remote Employee and (B) has met the eligibility requirements set forth in Section 3.02(b), a Matching Contribution equal to 75% of so much of the aggregate Tax-Deferred Contributions and Roth Contributions made on behalf of the Participant for the Plan Year as do not exceed 4% of the Participant’s Compensation for the Plan Year, determined without regard to the Maximum Compensation Limitation, disregarding, for the Plan Year in which the Participant first satisfies the eligibility requirements, contributions made and Compensation earned before the Participant satisfies the eligibility requirements or enrolls in the Plan, if later; provided, however, that Matching Contributions made on behalf of a Participant for any Plan Year shall not exceed 3% of the Participant’s Compensation for the Plan Year, limited by the Maximum Compensation Limitation; and

		(ii)	except as provided otherwise in (iii) below, with respect to a Participant employed by it who (A) is covered by a collective bargaining agreement which provides for his participation in the Plan and (B) has met the eligibility requirements set forth in Section 3.02(b), a Matching Contribution equal to 50% of so much of the aggregate Tax-Deferred Contributions and Roth Contributions made on behalf of the Participant for the Plan Year as do not exceed 4% of the Participant’s Compensation for the Plan Year, determined without regard to the Maximum Compensation Limitation, disregarding, for the Plan Year in which the Participant first satisfies the eligibility requirements, contributions made and Compensation earned before the Participant satisfies the eligibility requirements or enrolls in the Plan, if later; provided, however, that Matching Contributions made on behalf of a Participant for any Plan Year shall not exceed 2% of the Participant’s Compensation for the Plan Year, limited by the Maximum Compensation Limitation. Notwithstanding the foregoing, the Participant’s Matching Contribution shall be determined as described in the applicable collective bargaining agreement if that agreement provides for a Matching Contribution rate that differs from the rate described above in this paragraph (ii) (including providing for a Matching Contribution rate of 0%) and provided further that any change to the Matching Contribution rate made through a collective bargaining agreement shall be effective only on a prospective basis after written notice of such change has been provided by the collective bargaining agent to the Committee.

		(iii)	with respect to a Participant employed by it who (A) is covered by a collective bargaining agreement between an Employer and Craft Maintenance Union, Florida Local 10 which provides for his participation in the Plan and (B) has met the age requirement for eligibility for Matching Contributions set forth in Section 3.02(b), a Matching

			Contribution equal to 50% of so much of the aggregate Tax-Deferred Contributions and Roth Contributions made on behalf of the Participant for the Plan Year as do not exceed 4% of the Participant’s Compensation for the Plan Year, determined without regard to the Maximum Compensation Limitation, disregarding, for the Plan Year in which the Participant first satisfies the eligibility requirements, contributions made and Compensation earned before the Participant satisfies the eligibility requirements or enrolls in the Plan (including a deemed enrollment under Section 3.01B), if later; provided, however, that Matching Contributions made on behalf of a Participant for any Plan Year shall not exceed 2% of the Participant’s Compensation for the Plan Year, limited by the Maximum Compensation Limitation. Notwithstanding the foregoing, for a Participant described in this paragraph (iii):

			(A) the Matching Contribution shall be determined as described in the applicable collective bargaining agreement if that agreement provides for a Matching Contribution rate that differs from the rate described above in this paragraph (iii) (including providing for a Matching Contribution rate of 0%) and provided further that any change to the Matching Contribution rate made through a collective bargaining agreement shall be effective only on a prospective basis after written notice of such change has been provided by the collective bargaining agent to the Committee; and

			(B) a one-time additional Matching Contribution equal to $150.00 shall be contributed for each such Participant who affirmatively elects to make Tax-Deferred Contributions or Roth Contributions under the Plan within 90 days after the date (determined by the Committee) on which the Plan is first implemented for Eligible Employees who are covered by a collective bargaining agreement between an Employer and Craft

			Maintenance Union, Florida Local 10; such Matching Contribution shall relate to the Plan Year in which such implementation occurs.

	(b)	A Participant (other than an Hourly ESPN Regular Remote Employee) shall be eligible for Matching Contributions if he is a Covered Employee who has attained age eighteen (18) and has reached the one-year anniversary of his Employment Commencement Date; provided, however, that the service requirement described in this Section 3.02(b) shall not apply with respect to Participants who are Eligible Employees covered by a collective bargaining agreement between an Employer and Craft Maintenance Union, Florida Local 10.

	(c)	All Matching Contributions shall be paid to the Trustee no later than the time prescribed by law for filing the federal income tax returns of the Employers, including any extensions granted for the filing of such tax returns.

	(d)	All Matching Contributions are subject to the limitations of Article 14 and the further limitations of this Article.

3.03	Special Contributions
	(a)	Special Contributions are not required and are made at the Committee’s sole discretion, in its settlor capacity.

	(b)	Special Contributions may be made to correct an Actual Deferral Percentage test failure under Section 14.02, to correct a Contribution Percentage test failure under Section 14.03, or in order to satisfy the average benefit percentage test described in Section 410(b)(2) of the Code, provided that the requirements for taking such contributions into account in such tests as set forth in applicable Treasury regulations (including the requirement that such contributions not be disproportionate) are met.

	(c)	Special Contributions are made on behalf of Participants who are neither Highly Compensated Employees nor represented by a collective bargaining representative and who are actively employed by the Employer on the last day of the pay period for which a Special Contribution is made.

	(d)	All Special Contributions shall be paid to the Trustee no later than the time prescribed by law for filing the federal income tax returns of the Employers, including any extensions granted for the filing of such tax returns.

	(e)	All Special Contributions are subject to the limitations of Article 14 and the further limitations of this Article.

3.04	Deductibility Limitations and Form of Contribution
	(a)	In no event shall the aggregate Tax-Deferred, Roth, Matching, Automatic and Special Contributions of the Employers exceed the amount deductible by the Employers for such Plan Year for income tax purposes as a contribution to the Trust under the applicable provisions of the Code. All Participant Tax-Deferred or Roth Contribution elections, Matching Contributions, Automatic Contributions, and Special Contributions are specifically conditioned on such deductibility.

	(b)	All contributions of the Employers shall be in cash, except that Matching Contributions and Special Contributions may be made in the form of Company Stock.

3.05	Rollover Contributions
	(a)	Subject to Committee procedures and without regard to any limitations on contributions set forth in this Plan, the Plan may receive from a Covered Employee, regardless of whether he is an Eligible Employee, in cash, any portion of:

	(i)	An Eligible Rollover Distribution (as defined in Section 8.04(d)(i)) paid to the Covered Employee from a qualified trust described in Code Section 401(a), an annuity plan described in Code Section 403(a), an annuity contract described in Section 403(b) of the Code or an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state, provided that the Covered Employee pays over such amount to the Trustee on or before the 60th day after the day it was received by the Covered Employee;

	(ii)	An Eligible Rollover Distribution (as defined in Section 8.04(d)(i)) paid as a direct rollover to the Trustee on behalf of the Covered Employee by a qualified trust described in Code Section 401(a), an annuity plan described in Code Section 403(a), an annuity contract described in Section 403(b) of the Code or an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state; and

	(iii)	A distribution described in Code Section 408(d)(3)(A)(ii) (as modified by Code Section 408(d)(3)(D)) from an individual retirement account or annuity (conduit or non-conduit) paid to the Covered Employee provided that the Covered Employee pays over such amount to the Trustee on or before the 60th day after the day it was received by the Covered Employee.

(b)	Notwithstanding the foregoing:

	(i)	the Plan shall not accept any after-tax amounts under this Section 3.05; that is, amounts (other than Roth amounts described below in paragraph

		(iii)) that would not be taxable to the Covered Employee upon distribution from this Plan;

	(ii)	before December 13, 2011, the Plan shall not accept any amounts from a Covered Employee or on behalf of a Covered Employee from a contributory individual retirement account or annuity of the Covered Employee; and

	(iii)	the Plan may accept a “rollover” contribution to a Participant’s Roth Account only if it is a direct rollover from another Roth contribution account under an applicable retirement plan described in Code Section 402A(e)(1) and only to the extent the rollover is permitted under the rules of Code Section 402(c).

(c)	Upon approval by the Committee the amount transferred to the Plan by the Covered Employee shall be deposited by the Trustee. Any rollover Roth amounts accepted pursuant to Section 3.05(b)(iii) shall be credited to the Covered Employee’s Roth Account and any other rollover amounts shall be credited to the Covered Employee’s Rollover Account. A Covered Employee shall be 100% vested in his Rollover Account and such Rollover Account shall share in allocations of income, gains and losses from investment options.

(d)	Upon a transfer described in this Section 3.05 by a Covered Employee who is not a Participant, the Covered Employee’s Rollover Account shall represent his sole interest in the Plan until he becomes a Participant.

(e)	The Committee shall develop such other procedures and may require such information from a Covered Employee desiring to make a rollover as it deems necessary or desirable to determine that the proposed rollover will meet the

		requirements of this Section 3.05 and that the amount rolled over qualifies for rollover treatment pursuant to applicable provisions of the Code.

3.06	Catch-up Contributions
	All Employees who are eligible to make Tax-Deferred Contributions under this Plan and who have attained age 50 before the end of the Plan Year shall be eligible to make catch-up contributions in accordance with and subject to the limitations of Code Section 414(v). Such catch-up contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Code Sections 402(g) and 415. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Code Sections 401(a)(4), 401(k)(3), 401(k)(11), 401(k)(12), 410(b) or 416, as applicable, by reason of the making of such catch-up contributions.

3.07	Roth Contributions
	(a)	Eligible Employees will be permitted to make Roth Contributions. A Roth Contribution represents an agreement by an Eligible Employee with his Employer to (i) accept a reduction in Compensation in consideration of a contribution to the Plan by the Employer on the Participant’s behalf in the same amount, (ii) designate the contribution irrevocably, at the time of the election as a Roth Contribution that is being made in lieu of all or a portion of the Tax-Deferred Contribution the Participant is otherwise eligible to make under Section 3.01A of the Plan, and (iii) provide that the contribution will be treated by the Employer as includable in the Participant’s income pursuant to Section 402A of the Code.

	(b)	An Eligible Employee may enter into an agreement with his Employer as described in Section 3.07(a) in accordance with the same rules that apply to Tax-Deferred Contributions under Section 3.01A(b).

	(c)	An Eligible Employee’s aggregate Tax-Deferred and Roth Contributions shall not exceed the limits set forth in Section 3.01A(b), the limitations of Article 14, or the further limitations of this Article.

	(d)	Roth Contribution elections and Roth Contributions shall be subject to Sections 3.01A(c) and 3.01A(d), respectively.

3.08	Automatic Contribution for Hourly ESPN Regular Remote Employees
	(a)	For each Plan Year, the applicable Employer shall contribute, on behalf of each Participant who is an Hourly ESPN Regular Remote Employee, an amount equal to 4% of the Participant’s Compensation.

	(b)	All Automatic Contributions shall be paid to the Trustee no later than the time prescribed by law for filing the federal income tax returns of the Employers, including any extensions granted for the filing of such tax returns.

	(c)	All Automatic Contributions are subject to the limitations of Article 14 and the further limitations of this Article.

ARTICLE 4

Allocations to Participants’ Accounts

4.01	Individual Accounts
	The Committee shall create and maintain adequate records to disclose the interest in the Trust Fund of each Participant and Beneficiary. Such records shall be in the form of individual accounts and credits and charges shall be made to such accounts in the manner herein described. When appropriate, a Participant shall have any or all of the following separate accounts: a Tax-Deferred Account, a Roth Account, a Matching Account, a Special Account, an Automatic Contribution Account, and a Rollover Account. The maintenance of individual accounts is only for accounting purposes, and a segregation of the assets of the Trust Fund to each account shall not be required. Distributions and withdrawals made from an account shall be charged to the account as of the date paid.

4.02	Account Allocations
	The Accounts of Participants and Beneficiaries shall be adjusted in accordance with the following:

	(a)	Income: As of each Valuation Date, each Investment Fund shall be revalued separately. Based on such revaluation of the Investment Funds, each Account shall be revalued as of the applicable Valuation Date to reflect its proportionate share of investment experience since the immediately preceding Valuation Date.

	(b)	Tax-Deferred Contributions: As of each Valuation Date, the Tax-Deferred Contributions received by the Trust Fund since the immediately preceding Valuation Date shall be allocated to the Tax-Deferred Accounts of the Participants on whose behalf such contributions were made.

	(c)	Matching Contributions: As of each Valuation Date, the Matching Contributions received by the Trust Fund since the immediately preceding Valuation Date shall be allocated to the Matching Account of the Participants on whose behalf such contributions were made.

	(d)	Special Contributions: As of each Valuation Date, Special Contributions received by the Trust Fund since the immediately preceding Valuation Date shall be allocated to the Special Accounts of Participants who are neither Highly Compensated Employees nor represented by a collective bargaining representative and who were actively employed on the last day of the pay period for which the Special Contribution was made. The allocation for each Participant eligible to receive a share of the allocation shall be equal to the total amount of the Special Contribution divided by the total number of Participants eligible to receive an allocation of Special Contributions. Therefore, each eligible Participant shall receive the same dollar amount of allocation of Special Contributions as each other eligible Participant.

	(e)	Rollover Contributions: As of each Valuation Date, the Rollover Contributions received by the Trust Fund since the immediately preceding Valuation Date on behalf of a Participant shall be allocated to such Participant’s Rollover Account.

	(f)	Roth Contributions: As of each Valuation Date, the Roth Contributions and any rollover Roth amounts received by the Trust Fund since the immediately preceding Valuation Date shall be allocated to the Roth Accounts of the Participants on whose behalf such Roth Contributions and Roth rollovers were made.

	(g)	Automatic Contributions: As of each Valuation Date, the Automatic Contributions received by the Trust Fund since the immediately preceding

		Valuation Date shall be allocated to the Automatic Contribution Accounts of the Participants on whose behalf such Automatic Contributions were made.

4.03	Limitation on Allocations
	Notwithstanding any of the foregoing, the amount of contributions that may be allocated to a Participant’s Aggregate Account for a Plan Year shall be subject to the limitations under Sections 401(k), 401(m) and 415 of the Code as set forth in Article 14.

4.04	No Guarantee
	The Employers, the Committee, and the Trustee do not guarantee the Participants or their Beneficiaries against loss or depreciation or fluctuation of the value of the assets of the Trust Fund.

4.05	Statement of Accounts
	The Committee will furnish each Participant, each Alternate Payee, and each Beneficiary of a deceased Participant, at least quarterly, a statement showing the value of his Aggregate Account, the allocations to and distributions from his Accounts, and such other information as may be required by applicable law. No statement will be provided to a Participant or Beneficiary after the Participant’s entire vested and nonforfeitable interest in his Accounts is distributed.

ARTICLE 5

Vesting

5.01	Tax-Deferred Account, Roth Account, Special Account, Automatic Contribution Account, and Rollover Account
	A Participant shall at all times be 100% vested in and have a nonforfeitable right to the value of his Tax-Deferred Account, Roth Account, Special Account, Automatic Contribution Account, and Rollover Account.

5.02	Matching Account
	A Participant shall at all times be 100% vested in and have a nonforfeitable right to the value of his Matching Account; provided, however, that this provision shall not cause a Participant to become vested in any portion of his Matching Account that has been forfeited due to a Period of Severance beginning before January 1, 2005 pursuant to the terms of the Plan in effect upon the Severance from Service Date on which such Period of Severance began.

ARTICLE 6

Investment Elections and Voting of Company Stock

6.01	Investment Options
	(a)	The assets of the Trust Fund shall be maintained in multiple Investment Funds so as to provide alternative investment vehicles for the assets of the Plan. Such separate funds shall include:

		(i)	Funds Investing in Company Stock. Each of the Company Stock funds described in Section 6.01(a)(i)(A) shall be an Investment Fund under the Plan when indicated, subject to Sections 6.01(a)(i)(B) through 6.01(a)(i)(F):

			(A) The Company Stock funds offered under the Plan on and after the Effective Date shall be as follows:

				(I) The Company Stock ESOP Fund (a share-accounted fund as described in Section 6.01(a)(i)(C)) shall be an Investment Fund under the Plan. The Company Stock ESOP Fund shall constitute an “employee stock ownership plan” within the meaning of Section 4975(e)(7) of the Code (herein referred to as the “ESOP”). No contribution made to the Plan may be invested in the Company Stock ESOP Fund. Participants may elect to transfer funds from another Investment Fund (other than the Company Stock Non-ESOP Fund described in Section 6.01(a)(i)(A)(II)) into the Company Stock ESOP Fund and to transfer funds from the Company Stock ESOP Fund to another Investment Fund (other than the Company Stock Non-ESOP Fund) pursuant to Section 6.01(d)(ii).

				(II) The Company Stock Non-ESOP Fund (a share-accounted fund as described in Section 6.01(a)(i)(C)) shall be an Investment Fund under the Plan. The Company Stock Non-ESOP Fund shall not constitute an “employee stock ownership plan” within the meaning of Section 4975(e)(7) of the Code. Contributions made to the Plan that are subject to a Participant’s direction to invest in Company Stock shall be invested in the Company Stock Non-ESOP Fund. Participants may not elect to transfer funds from another Investment Fund into the Company Stock Non-ESOP Fund, although Participants may elect to transfer funds from the Company Stock Non-ESOP Fund to another Investment Fund (other than the Company Stock ESOP Fund described in Section 6.01(a)(i)(A)(I)) pursuant to Section 6.01(d)(ii). In each Plan Year, all assets of the Company Stock Non-ESOP Fund shall be transferred to the Company Stock ESOP Fund as of the earliest business day after the record date for the Company Stock dividend and before the close of such year as is administratively practicable.

			(B) The Company Stock funds described in Section 6.01(a)(i)(A) shall not be managed investment funds and shall be invested, to the maximum extent practicable, entirely in Company Stock at all times.

			(C) Each Participant’s proportional interest in the Company Stock ESOP Fund or the Company Stock Non-ESOP Fund shall be measured in full and fractional shares of Company Stock held by the Company Stock ESOP Fund or the Company Stock Non-ESOP Fund, respectively. Any and all rights to sell Company Stock shall be administered in accordance with the Company’s insider trading policy.

			(D) The Company, the settlor of the Plan, intends the Company Stock funds described in Section 6.01(a)(i)(A) to offer eligible employees opportunities to invest indirectly in Company Stock and to participate in the performance of Company Stock on terms similar to those that apply to Company shareholders. The Company intends the Company Stock funds described in Section 6.01(a)(i)(A) to offer such opportunities over an indefinite period of time during which the performance of Company Stock could vary widely. The Company intends such Company Stock funds to continue to offer such opportunities under all market conditions and regardless of the current, recent, or historical performance of the Company or Company Stock (for example, regardless of whether, over any period of time (of whatever duration), the Company pays dividends to its shareholders and regardless of whether, over any period of time (of whatever duration), the market price of Company Stock (I) rises or falls, (II) is volatile or stable, or (III) is high or low in relation to any reference point). The Company recognizes that an investment in an undiversified fund, such as the Company Stock ESOP Fund or the Company Stock Non-ESOP Fund, is subject to greater risk than is an investment in a diversified fund, and the Company expects eligible employees to take that greater risk into account when deciding whether to participate (or to continue participating) in any such fund.

			(E) Because the purpose of the Company Stock funds described in Section 6.01(a)(i)(A) is to offer eligible employees opportunities to invest indirectly in Company Stock and to participate in the performance of such stock on terms similar to those that apply to Company shareholders, the Plan’s fiduciaries and administrators shall not (I) disclose material non-public information regarding the Company or Company Stock to the Plan, to the Trustee or other Plan fiduciaries, or to Participants or their Beneficiaries or Alternate Payees before such information is publicly

			disclosed or (II) based on such non-public information (and before such information is publicly disclosed), cause the Plan, the Trustee or other Plan fiduciaries, or Participants or their Beneficiaries or Alternate Payees to take any action with respect to Company Stock (such as buying or selling Company Stock or directing funds into or out of a Company Stock fund described in Section 6.01(a)(i)(A)).

			(F) Each Participant shall be entitled to elect, at such time and such manner as the Committee shall prescribe, to receive a distribution from the Plan of an amount in cash equal to the Participant’s proportional interest in any dividends paid with respect to Company Stock held on the record date for the dividend by the Company Stock ESOP Fund. A Participant may make such an election with respect to the dividends paid on any given date only if the value of the Participant’s proportional interest in the dividends paid on such date is at least $10 or the Participant elects to receive dividends by electronic funds transfer. If an election to receive a cash distribution is made, payment shall be made to the Participant not later than 90 days after the close of the Plan Year to which such dividend is paid to the Plan. Participants shall not be entitled to elect under this subparagraph to receive a distribution from the Plan of dividends paid with respect to Company Stock held on the record date for the dividend by the Company Stock Non-ESOP Fund. Dividends paid with respect to Company Stock held on the record date for the dividend by:

				(I) the Company Stock ESOP Fund with respect to which no election to receive a cash distribution has been made or is available, or

				(II) the Company Stock Non-ESOP Fund,

		shall be reinvested in additional shares of Company Stock, and the Aggregate Accounts of eligible Participants will be credited with additional shares and/or fractional shares of Company Stock.

	(ii)	Other Funds. Additional Investment Funds may be established by the Committee, which (except to the extent provided to the contrary in this Section 6.01) shall have the sole discretion to determine the number and character of such additional Investment Funds. The Committee, in its sole discretion, shall have the authority to limit or eliminate the availability of any of the Investment Funds established pursuant to this Section 6.01(a)(ii); provided, however, that the Committee, in its capacity as the Plan’s investment fiduciary, shall not have the authority to limit or eliminate the availability of any Company Stock fund described in Section 6.01(a)(i)(A).

(b)	Subject to the provisions of Section 6.01(f), the Committee shall adopt such rules and procedures as it deems advisable with respect to all matters relating to the selection and use of the Investment Funds, provided that all Participants are treated uniformly.

(c)	Except to the extent that a Participant’s loan is considered a separate investment pursuant to Section 7.01, each Participant shall designate the Investment Fund(s) (to the extent such Investment Fund(s) are available for new contributions) under which his Tax-Deferred, Roth, Rollover, Matching, Automatic, and Special Contributions and loan repayments under Article 7 are to be invested. Such designation shall be in the form and manner prescribed by the Committee. If a Participant fails to designate the Investment Fund(s) under which any of his contributions are to be invested (for the avoidance of doubt, including contributions made pursuant to the automatic enrollment provisions of Section

		3.01B), such contributions shall be invested in the default Investment Fund(s) specified in the Trust Agreement.

	(d)	A Participant may (i) change his election of Investment Funds with respect to his future contributions, or (ii) redesignate the proportions and/or the Investment Funds in which amounts already allocated to his Tax-Deferred, Roth, Rollover, Matching, Automatic Contribution, and Special Accounts shall be invested (to the extent such Investment Fund(s) are available to accept contributions or transferred amounts). Elections made under this Section 6.01(d) shall be in the form and manner prescribed by the Committee, and shall be subject to any limitations described elsewhere in this Section 6.01.

	(e)	If a Participant dies, his Beneficiary has the same investment election rights as the Participant had prior to his death, until the Participant’s Aggregate Account is distributed to the Beneficiary.

	(f)	The Plan, including its constituent ESOP, is intended to constitute a plan described in Section 404(c) of ERISA and Title 29 of the Code of Federal Regulations, Section 2550.404c-1. As such, the Plan’s fiduciaries may be relieved of liability for any losses that are the direct and necessary result of investment instructions given by a Participant or a Beneficiary.

	(g)	Each Participant is solely responsible for the selection of his investment options. The Trustee, the Committee, the Employers, and the officers, supervisors and other employees of the Employers are not empowered to advise a Participant as to the manner in which his accounts shall be invested. The fact that an Investment Fund is available to Participants for investment under the Plan shall not be construed as a recommendation for investment in that particular Investment Fund.

	(h)	Notwithstanding the foregoing provisions of Sections 6.01(a) through (g), the Plan shall comply with the diversification requirements of Section 401(a)(35) of

		the Code and Treasury regulations and other applicable guidance issued thereunder. In this respect, a Participant, Beneficiary, or Alternate Payee shall be eligible to transfer all or part of the portion of his Aggregate Account that is invested in the Company Stock ESOP Fund or the Company Stock Non-ESOP Fund to any of the other available Investment Funds (to the extent available for transfers in), as provided in Section 6.01(c) or (d). In addition:

		(i)	The Investment Funds described in Section 6.01(a) shall include not less than three Investment Funds, other than any Company Stock fund described in Section 6.01(a)(i)(A), into which a Participant, Beneficiary, or Alternate Payee may elect to transfer amounts invested in such a Company Stock fund. Each such additional Investment Fund shall be diversified and have materially different risk and return characteristics (or shall qualify to be treated as such pursuant to Treasury regulations or other applicable guidance).

		(ii)	The rules adopted by the Committee pursuant to Section 6.01(b):

			(A) shall provide Participants, Beneficiaries, and Alternate Payees with reasonable, periodic opportunities to direct the transfer described in (i), occurring not less frequently than quarterly; and

			(B) shall not impose direct or indirect restrictions or conditions with respect to investment in any Company Stock fund described in Section 6.01(a)(i)(A) that are not imposed on investments in other Investment Funds, other than restrictions or conditions required or designed to ensure compliance with securities laws (such as, the rules that permit a three-day settlement period for securities transactions) or such other restrictions or conditions as may otherwise be permitted under Treasury regulations or other applicable guidance.

		(iii)	The Committee shall notify Participants, Beneficiaries, and Alternate Payees of their diversification rights at the time, in the manner, and to the

			extent required pursuant to Section 101(m) of ERISA and regulations and other guidance issued thereunder.

6.02	Voting of Company Stock
	(a)	Voting. Each Participant with an interest in any Company Stock fund described in Section 6.01(a)(i)(A) shall have the right to direct the Trustee as to the manner in which the Trustee is to vote (including not to vote) the full and fractional shares of Company Stock held by the Company Stock ESOP Fund and the Company Stock Non-ESOP Fund that are credited to the Participant’s Aggregate Account, hereinafter referred to as the “Participant’s interest in Company Stock.” Directions from a Participant to the Trustee concerning the voting of Company Stock shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Committee. These directions shall be held in confidence by the Trustee and shall not be divulged to the Committee, the Company, or any officer or employee thereof, or any other person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee’s services hereunder. Upon its receipt of the directions, the Trustee shall vote the shares of Company Stock reflecting the Participant’s interest in Company Stock, as directed by the Participant. Except as otherwise required by law, the Trustee shall vote shares of Company Stock reflecting the Participant’s interest in Company Stock for which it has received no direction from the Participant as directed by the independent fiduciary appointed by the Committee for such purpose. Notwithstanding the foregoing, if, with respect to a particular year, no independent fiduciary has been appointed by the Committee or the appointed independent fiduciary does not provide timely direction, the Trustee shall vote shares of Company Stock reflecting the Participant’s interest in Company Stock for which it has received no direction from the Participant in the same proportion on each issue as it votes those shares reflecting Participants’ interests in Company Stock for which the Trustee has received voting directions from Participants.

(b)	Tender and Exchange Offers. Each Participant with an interest in any Company Stock fund described in Section 6.01(a)(i)(A) shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Company Stock reflecting such Participant’s interest in Company Stock described in the first sentence of Section 6.02(a). Directions from a Participant to the Trustee concerning the tender of Company Stock shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Committee. These directions shall be held in confidence by the Trustee and shall not be divulged to the Committee, the Company, or any officer or employee thereof, or any other person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee’s services hereunder. The Trustee shall tender or not tender shares of Company Stock as directed by the Participant. Except as otherwise required by law, the Trustee shall not tender shares of Company Stock reflecting a Participant’s interest in Company Stock for which it has received no direction from the Participant.

	(i)	Withdrawal of Tender. A Participant who has directed the Trustee to tender some or all of the shares of Company Stock reflecting the Participant’s interest in Company Stock may, at any time prior to the tender offer withdrawal deadline, direct the Trustee to withdraw some or all of the tendered shares reflecting the Participant’s interest, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee.

	(ii)	Tender Proceeds. A direction by a Participant to the Trustee to tender shares of Company Stock reflecting the Participant’s interest in Company Stock shall not be considered a written election under the Plan by the

		Participant to withdraw, or have distributed, any or all of his withdrawable interest in the Plan. The Trustee shall credit to each Account of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Company Stock tendered from the Account. Pending receipt of directions from the Participant or the Committee, as provided in the Plan, as to which of the remaining Investment Funds the proceeds should be invested in, the Trustee shall invest the proceeds in such Investment Fund(s) as may be prescribed by the Trust Agreement.

	(iii)	Exchange Offers. All of the provisions of this Section 6.02(b) shall apply to exchange offers as well as to tender offers.

(c)	Other Shareholder Rights. With respect to all shareholder rights other than the right to vote, the right to tender or exchange, and the right to withdraw shares previously tendered, in the case of Company Stock, the Trustee shall follow the procedures described in Section 6.02(a).

(d)	Stock Conversions. All of the provisions of this Section 6.02 shall apply to securities received as a result of a conversion of Company Stock.

ARTICLE 7

Participant Loans

7.01	Loans to Active Participants
	The Committee shall direct the Trustee to loan a Participant or Alternate Payee who is actively employed by an Employer an amount from his Tax-Deferred, Roth, Matching, Special, Automatic Contribution, and Rollover Accounts in accordance with the rules of this Section and the Plan’s loan rules, which shall be considered to be a part of the Plan.

	(a)	A Participant or Alternate Payee may have only one outstanding loan at a time.

	(b)	A Participant’s or Alternate Payee’s loan shall not be less than $1,000 and shall not exceed the lesser of (i) $50,000, reduced to the extent of the Participant’s or Alternate Payee’s highest outstanding loan balance during the immediately prior 12-month period (ending the day before the new loan is granted) under the Plan and any other qualified plan maintained by the Employer or an Affiliated Employer or (ii) 50% of the total dollar value of the Participant’s or Alternate Payee’s Tax-Deferred, Roth, Matching, Special, Automatic Contribution, and Rollover Accounts as of the date the loan is made.

	(c)	Spousal Consent for a loan will not be required.

	(d)	All loans shall be subject to the approval of the Committee and to such rules or regulations as the Committee shall adopt.

	(e)	An application for a loan by a Participant or Alternate Payee shall be made in accordance with the administrative procedures set forth by the Committee.

	(f)	Each loan shall be made at a reasonable rate of interest determined in accordance with the Plan’s loan rules. The interest rate so determined with respect to a

		particular loan shall be fixed for the duration of such loan. Each loan shall be secured by the balance remaining in the borrower’s Aggregate Account or by such other security as the Committee may deem to be adequate.

	(g)	Each loan shall be treated as a separate investment of the funds credited to a Participant’s or Alternate Payee’s Tax-Deferred, Roth, Matching, Special, Automatic Contribution, or Rollover Account.

	(h)	Loan proceeds shall be taken from the Participant’s or Alternate Payee’s Aggregate Accounts in the order prescribed in administrative procedures established by the Committee, as revised by the Committee from time to time in its discretion.

	(i)	In accordance with Code Section 72(p)(3), the Committee shall notify the borrower that no interest deduction can be claimed with respect to any loan secured by the borrower’s Tax-Deferred Account or Roth Account.

	(j)	Loan documentation will be processed within the time periods established by the Committee in its administrative procedures.

7.02	Repayment of Loans
	(a)	The period of repayment for any loan shall be arrived at by agreement between the Committee and the borrower. The repayment period shall be in full year increments and shall not exceed five (5) years, except that a 30-year repayment period may apply to any loan used for the purpose of purchasing a home that is the Participant’s or Alternate Payee’s principal residence.

	(b)	Loans may be repaid in full at any time. Partial prepayment is not allowed.

	(c)	Repayment of loans shall be by regular payroll deduction, and all loans shall be contingent on borrower’s payroll deduction authorization, provided that if a Participant is subsequently granted an unpaid leave of absence or is transferred to an Affiliated Employer or a position or location with the Employer that is not covered by the Plan (or ceases to have sufficient compensation from which the loan payment can be made, including following a termination of employment), the Participant must continue to make timely level installment payments of principal and interest, by certified check, bank check, or money order or by such other method as may be prescribed by the Committee. Loan payments shall be transmitted to the Trustee in accordance with the Committee’s usual administrative practice, provided that, if a Participant’s loan is funded in part by an amount attributable to his Roth Account, a proportionate share of each of the Participant’s loan payments shall be allocated to the Participant’s Roth Account.

	(d)	Loan defaults shall be treated as taxable distributions pursuant to Code requirements, but may not be applied to the borrower’s collateral in his Tax-Deferred, Roth, Matching, Automatic Contribution, or Special Account until such time as a distribution from such accounts could otherwise be made under the Plan.

	(e)	Notwithstanding the foregoing, in the event a Participant enters qualified military service as defined in Section 2.04(b), loan repayments shall be suspended (and interest shall cease to accrue) during the period of service, and the period of repayment shall be extended by the number of months of the period of qualified military service; provided, however, if the Participant incurs a termination of employment and requests a distribution pursuant to Article 8, the loan shall be cancelled, and the outstanding loan balance shall be distributed pursuant to Article 8.

ARTICLE 8

Distributions to Participants and Beneficiaries

8.01	Hardship Withdrawals
	(a)	A Participant who has not terminated employment may request a distribution in the event the Participant has a hardship as defined in subsections (b) and (c). Hardship withdrawals are limited to the excess of the total amount of the Participant’s Rollover Account, Automatic Contribution Account, and Matching Account, plus the principal of his Tax-Deferred Account and of his Roth Account over any outstanding loan the Participant may have and the sum of any prior hardship withdrawals. A hardship withdrawal shall not be made for an amount less than $250.

	(b)	A distribution will be made on account of hardship only if the distribution is necessary to satisfy an immediate and heavy financial need of the Participant. For purposes of this Plan, a distribution is made on account of an immediate and heavy financial need of the Participant only if the distribution is for:

		(i)	the payment of medical expenses described in Section 213(d) of the Code incurred or to be incurred by the Participant, the Participant’s Spouse, any dependents of the Participant (as defined in Section 152 of the Code, but without regard to Sections 152(b)(1), (b)(2), and (d)(1)(B)), or the Participant’s Beneficiary;

		(ii)	costs directly related to the purchase of a principal residence for the Participant or a major rehabilitation of the living quarters of the Participant’s principal residence, but excluding mortgage payments;

		(iii)	the payment of tuition, related educational fees, room and board for up to the next twelve (12) months of post-secondary education for the

		Participant, his or her Spouse, children, dependents (as defined in Code Section 152, but without regard to Sections 152(b)(1), (b)(2), and (d)(1)(B)), or the Participant’s Beneficiary;

	(iv)	the prevention of the eviction of the Participant from his principal residence or foreclosure on the mortgage of the Participant’s principal residence;

	(v)	the payment of burial or funeral expenses for the Participant’s Spouse, child, parent, mother-in-law, father-in-law, other dependents (as defined in Code Section 152, but without regard to Section 152(d)(1)(B)), or Beneficiary; or

	(vi)	the payment of expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty deduction under Section 165 of the Code (without regard to whether the loss exceeds 10% of adjusted gross income).

(c)	A distribution will be considered necessary to satisfy an immediate and heavy financial need of the Participant only if all three (3) of the following requirements are satisfied:

	(i)	the distribution is not in excess of the amount required to relieve the immediate and heavy financial need of the Participant (taking into account the taxable nature of the distribution);

	(ii)	the Participant has obtained (or is currently obtaining) all distributions, withdrawals, and loans available under the Plan and all other plans maintained by any Employer or any Affiliated Employer (including any available distribution of dividends described in Section 6.01(a)(i)(F)) other

		than hardship distributions and the Participant represents in writing, on forms provided by the Committee and by providing any documentation required by the Committee, that the need cannot be relieved through reimbursement or compensation by insurance or otherwise, by reasonable liquidation of the Participant’s assets, to the extent such liquidation would not itself cause an immediate and heavy financial need, by cessation of Tax-Deferred and Roth Contributions under the Plan, by withdrawals, distributions (other than hardship distributions) or nontaxable loans (at the time of the loan) from any plan maintained by any other entity by which the Participant is employed, or by borrowing from commercial sources on reasonable commercial terms; and

	(iii)	the Committee determines that it can reasonably rely on the Participant’s written representation.

(d)	Distributions pursuant to this Section will be made as soon as practicable following the Committee’s approval of the Participant’s written request for withdrawal and will be made in the form of a single lump sum payment. The Committee may request any documentation it may require from a Participant to make a determination that the Participant is eligible for a hardship withdrawal hereunder.

(e)	A Participant who receives a hardship withdrawal under this Section 8.01 shall be prohibited from making Tax-Deferred or Roth Contributions under this Plan (for the avoidance of doubt, including Tax-Deferred Contributions made under the automatic enrollment provisions of Section 3.01B) and elective deferrals and employee contributions under all other plans of the Employer or an Affiliated Employer for six months after receipt of the distribution.

	(f)	All hardship withdrawal elections must be made on forms approved by the Committee for that purpose.

8.02	Distributions on Account of Termination of Employment
	(a)	Except as set forth in Section 8.02(c) below, distribution of a Participant’s Aggregate Account shall commence as soon as practicable after the Participant’s termination of employment, but in no event later than the time prescribed by Section 409(o) of the Code. A Participant’s distributable Aggregate Account is based on the value of that Account as of the Valuation Date the Aggregate Account is to be distributed, except that there will be added to the value of the Participant’s Aggregate Account the fair market value of any amounts allocated to his Aggregate Account under Article 4 after that Valuation Date. If a loan is outstanding from the Trust Fund to the Participant on the date of distribution, the amount distributed will be reduced by the outstanding loan balance. The distribution will be paid to the Participant’s Beneficiary in the event the Participant’s termination of employment is caused by his death. In all other cases, payment will be made to the Participant.

	(b)	Except as set forth in Section 8.02(c) below, distributions will be in the form of a lump sum cash payment, except that the Participant may request that any portion of the Participant’s Aggregate Account that is invested in a Company Stock fund described in Section 6.01(a)(i)(A) will be distributed in shares of Company Stock, plus cash for any fractional shares.

	(c)	If the Participant’s termination of employment is due to reasons other than death and if the amount of his Aggregate Account (determined without regard to the value of his Rollover Account) exceeds the Cashout Limit, the Committee will not automatically distribute the Participant’s Aggregate Account. The Cashout Limit is $1,000.

The Participant may elect distribution at any time after his termination of employment; however, a Participant may elect to delay his distribution until the earliest date that distribution of his Aggregate Account must commence pursuant to Section 8.07. All elections under this Section 8.02(c) shall be made in the manner approved by the Committee. The Participant shall receive distribution of the value of his Aggregate Account in a single lump sum payment, unless he elects to receive distribution of his Aggregate Account in the form of installments. The Participant may elect monthly, quarterly, semi-annual, or annual installments and an installment period of at least one year but not more than 20 years (or the maximum period over which payments are permitted under Section 8.07, if less). If a Participant elects to receive distribution in installments, the amount of each payment shall be determined by dividing the value of the Participant’s Aggregate Account on the Valuation Date as of which such payment is determined by the number of remaining installments, including the installment for which such amount is being determined. Notwithstanding the foregoing, the aggregate payments during any calendar year shall equal no less than the minimum amount (if any) required to be distributed during such calendar year in accordance with Section 8.07.

(d)
	(i)	Except as provided in Section 8.02(d)(ii), if a Participant dies prior to receiving a lump sum distribution or prior to the completion of installment payments under this Section, the distribution shall be paid to the Participant’s Beneficiary in a lump sum as soon as administratively practicable following the Participant’s death, and no later than the latest date payment is permitted under Section 8.07. Notwithstanding the foregoing, if the Participant’s death occurs after his required beginning date under Section 8.07, any minimum required distribution for the calendar year of the Participant’s death, if not paid before the Participant’s death, shall be paid, no later than December 31 of the calendar year in

		which the Participant’s death occurs, (A) to the Participant’s Beneficiary or Beneficiaries, if a separate account has been established for the Beneficiary or Beneficiaries, or (B) otherwise, to the Participant’s estate (or in such other manner as may be determined by the Committee).

	(ii)	If the Beneficiary is a minor, the portion of the Participant’s Aggregate Account that is payable to such Beneficiary shall be distributed pursuant to Section 8.02(d)(i) in a lump sum to the legal guardian of such minor, but only after presentation of proof of legal guardianship satisfactory to the Committee. If proof of legal guardianship has not been provided:

		(A) Any minimum distribution amounts required to be distributed pursuant to Section 8.07 before the minor reaches majority or proof of legal guardianship is provided shall be paid, subject to Section 11.03, to an adult or adults the Committee has determined to have assumed the custody and principal support of the minor Beneficiary, and

		(B) As soon as administratively practicable after the Beneficiary ceases to be a minor or proof of legal guardianship is provided, if earlier, any remaining amount payable to the Beneficiary shall be paid to the Beneficiary or to the legal guardian, respectively, in a lump sum.

(e)	It is possible for a Participant or Beneficiary to receive a distribution under this Section before all Matching, Automatic and Special Contributions on behalf of the Participant are made to the Trust Fund. In such case, such additional amounts shall be paid to the Participant or Beneficiary as soon as practical after the Trust Fund’s receipt thereof.

(e)	If a Participant who terminated employment again becomes an Employee before commencing a distribution of his Aggregate Account, no distribution from the

		Trust Fund will be made while he is an Employee, and amounts distributable to him on account of his prior termination will be held in the Trust Fund until he is again entitled to a distribution under the Plan. If a Participant who terminated employment again becomes an Employee after commencing a distribution of his Aggregate Account (including in a form other than a lump sum that may be preserved in an Appendix to the Plan for account balances transferred to the Plan from other plans), distributions that have begun shall continue while he is an Employee. However, amounts, if any, that are contributed to the Plan by or on behalf of the Employee during his reemployment will be held in the Trust Fund until he is again entitled to a distribution under the Plan.

	(g)	Notwithstanding any provision of this Plan to the contrary, a lump sum payment shall be made in lieu of all vested benefits if the value of the vested portion of the Participant’s Aggregate Accounts (determined without regard to the value of his Rollover Account) does not exceed the Cashout Limit. The Cashout Limit is $1,000.

8.03	Restrictions and Requirements on Distributions
	(a)	Except for distributions permitted under Section 8.01 with respect to Participants who suffer a hardship, Section 8.06 with respect to Participants who reach age 59-1/2 or withdraw from their Rollover Accounts, or Section 2.04(i) for certain Participants on active military duty, a Participant’s interest in the Plan will not be distributed before the Participant’s termination of employment or death; provided, however, that if:

		(i)	The Plan is terminated without the establishment or maintenance by the Employers of an alternative defined contribution plan (within the meaning of Code Section 401(k)(10), Section 1.401(k)-1(d)(4) of the Treasury regulations, and other applicable guidance), or

	(ii)	A Participant incurs a “severance from employment” (within the meaning of Code Section 401(k)(2)(B), Section 1.401(k)-1(d)(2) of the Treasury regulations, and other applicable guidance) on account of an Employer’s or Affiliated Employer’s sale of the assets in a trade or business or sale of a subsidiary,

	the Participant shall receive, or be entitled to receive payment of his Accounts following such event in accordance with the provisions of this Article 8, include Section 8.03(b).

(b)	An event described in Section 8.03(a)(i) that otherwise would permit distribution of a Participant’s interest in the Plan will not be treated as described in Section 8.03(a)(i) unless the Participant receives a lump sum distribution by reason of the event. A lump sum distribution for this purpose will be a distribution described in Section 402(e)(4)(D) of the Code (without regard to subclause (I), (II), (III), and (IV) of clause (i) thereof).

(c)	The provisions of this Section 8.03(c) will apply to restrict the Committee’s ability to delay the commencement of distributions. Except as otherwise provided in this Article 8, distribution of the Participant’s interest in his Aggregate Account shall begin no later than the 60th day after the close of the Plan Year in which occurs the latest of:

	(i)	The Participant’s 65th birthday;
	(ii)	The tenth anniversary of the date on which he became a Participant; or
	(iii)	The date he terminates employment.

(d)	The provisions of Section 8.07 will apply to restrict a Participant’s ability to delay distribution of benefits.

	(e)	The Committee or its delegate shall provide recipients of a benefit hereunder with appropriate claim forms, election forms, withholding forms and an officially approved notice supplied by the Secretary of the Treasury that specifies certain information regarding the federal income tax treatment of Plan benefits paid in the form of a lump sum.

8.04	Method of Payment for Eligible Rollover Distributions
	(a)	Notwithstanding any provision of the Plan to the contrary, if a Distributee is entitled to receive an Eligible Rollover Distribution that exceeds $200, the Distributee may elect, at the time and in the manner prescribed by Committee and in accordance with this Section 8.04, to have his Eligible Rollover Distribution paid in accordance with one of the following methods:

		(i)	all of the Eligible Rollover Distribution shall be paid directly to the Distributee;

		(ii)	all of the Eligible Rollover Distribution shall be paid as a Direct Rollover to the Eligible Retirement Plan designated by the Distributee; or

		(iii)	the portion of the Eligible Rollover Distribution as designated by the Participant, which portion shall be at least $500 or such lesser amount as the Committee shall determine, shall be paid as a Direct Rollover to the Eligible Retirement Plan designated by the Distributee and the balance of the Eligible Rollover Distribution shall be paid directly to the Distributee.

	(b)	No less than thirty (30) days and no more than one hundred eighty (180) days prior to the Distributee’s payment date, the Committee shall provide the Distributee with an election form and a notice that satisfies the requirements of Section 1.411(a)-11(c) of the Treasury regulations and Section 402(f) of the Code.

(c)	Notwithstanding the provisions of Section 8.04(b) above, distributions paid in accordance with Section 8.04(a) may commence less than 30 days after the material described in Section 8.04(b) is given to the Distributee provided that:

	(i)	If the Distributee is the Participant, the value of his Aggregate Accounts (determined without regard to the value of his Rollover Account) does not exceed the Cashout Limit. The Cashout Limit is $1,000; or

	(ii)	The Distributee is notified that he has the right to a period of at least thirty (30) days after receipt of the material to decide whether or not to elect a distribution and, after receipt of such notification, the Distributee affirmatively elects to receive a distribution.

(d)	The following definitions apply to the terms used in this Section 8.04:

	(i)	“Eligible Rollover Distribution” means any distribution of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include:

		(A) Any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee’s designated beneficiary, or for a specified period of ten (10) years or more;

		(B) Any distribution to the extent such distribution is required under Section 401(a)(9) of the Code;

		(C) Any amount that is distributed on account of hardship; and

			(D) Any other type of distribution that the Internal Revenue Service announces (pursuant to regulation, notice or otherwise) is not an Eligible Rollover Distribution pursuant to Section 402(c) of the Code.

			A portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of after-tax contributions that are not includible in an Employee’s gross income. However, such portion may be paid only to (A) an individual retirement account or annuity described in Code Section 408(a) or (b), or (B) an annuity contract described in Code Section 403(b) or a qualified plan described in Code Section 401(a) or 403(a) that separately accounts for amounts so transferred (and earnings thereon), including separately accounting for the portion that is includible in gross income and the portion that is not so includible.Likewise, a portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of Roth contributions, provided that such portion may be paid only to (A) a Roth IRA described in Section 408A(b) of the Code or (B) an applicable retirement plan described in Section 402A(e)(1) of the Code that separately accounts for amounts so transferred (and earnings thereon), and in either case, only to the extent the rollover is permitted under the rules of Section 402(c) of the Code.

		(ii)	“Eligible Retirement Plan” means any of the following that accepts the Distributee’s Eligible Rollover Distribution: (A) an individual retirement account described in Section 408(a) of the Code, (B) an individual retirement annuity described in Section 408(b) of the Code (other than an endowment contract), (C) an annuity plan described in Section 403(a) of the Code, (D) a qualified trust described in Section 401(a) of the Code, (E) an annuity contract described in Section 403(b) of the Code, (F) an eligible plan under Section 457(b) of the Code that is maintained by a

			state, political subdivision of a state or any agency or instrumentality of a state or political subdivision of a state and that agrees to separately account for amounts transferred into such plan from this Plan, and (G) a Roth IRA described in Section 408A(b) of the Code. This definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving Spouse or to a Spouse or former Spouse who is the alternate payee under a qualified domestic relations order (as defined in Code Section 414(p)). For a non-Spouse Beneficiary described in (iii)(C) below, an eligible retirement plan shall include only an individual retirement plan or annuity described in (A), (B), or (G), above, that is treated as an inherited IRA of the Beneficiary.

		(iii)	“Distributee” includes (A) an Employee or former Employee, (B) the Employee’s or former Employee’s surviving Spouse and the Employee’s or former Employee’s Spouse or former Spouse who is the Alternate Payee pursuant to a qualified domestic relations order (with respect to the interest of the Spouse or former Spouse), or (C) a non-Spouse Beneficiary of an Employee or former Employee (with respect to the interest of the Beneficiary).

		(iv)	“Direct Rollover” means a payment by the Plan to the Eligible Retirement Plan specified by the Distributee.

8.05	Recapture of Payments
	(a)	By error, it is possible that payments to a Participant or Beneficiary may exceed the amounts to which the recipient is entitled. When notified of the error, the recipient must return the excess to the Trust Fund. This requirement is limited where explicit statutory provisions require limitation.

	(b)	To prevent hardship, repayment under Section 8.05(a) may be made in installments, determined at the sole discretion of the Committee. A repayment arrangement, however, may not be contrary to law, and it may not be used as a disguised loan.

	(c)	If a Trustee is authorized by statute to recover some payments, no Plan provision may be construed to contravene the statute.

8.06	Age 59-1/2 and Rollover Withdrawals
	(a)	A Participant who has attained age 59-1/2 may request a distribution from his Tax-Deferred Account, Roth Account, his Matching Account, his Special Account, his Automatic Contribution Account, and his Rollover Account at any time, provided that a distribution shall not be made for an amount less than $250. Such distributions will be made as soon as practicable following the Committee’s receipt of the Participant’s request for withdrawal (on forms approved by the Committee) and will be made in the form of a single lump sum payment. A Participant who has attained age 59-1/2 may also request a distribution of his Aggregate Account in the form of installments. The Participant may elect monthly, quarterly, semi-annual, or annual installments and an installment period of at least one year but not more than 20 years (or the maximum period over which payments are permitted under Section 8.07, if less). If a Participant elects to receive distribution in installments, the amount of each payment shall be determined by dividing the value of the Participant’s Aggregate Account on the Valuation Date as of which such payment is determined by the number of remaining installments, including the installment for which such amount is being determined. Notwithstanding the foregoing, the aggregate payments during any calendar year shall equal no less than the minimum amount (if any) required to be distributed during such calendar year in accordance with Section 8.07.

	(b)	A Participant may elect to withdraw amounts credited to his Rollover Account, provided that the minimum withdrawal amount shall be $250 or, if less, the total value of the Participant’s Rollover Account. Elections under this Section 8.06(b) shall be on forms approved by the Committee for that purpose.

8.07	Required Minimum Distributions
	The following provisions will apply to limit a Participant’s ability to delay the distribution of benefits.

	(a)	The provisions of this Section 8.07 will apply for purposes of determining required minimum distributions.

		(i)	The requirements of this Section 8.07 will take precedence over any inconsistent provisions of the Plan.

		(ii)	All distributions required under this Section 8.07 will be determined and made in accordance with Treasury regulations under Code Section 401(a)(9).

	(b)	The Participant’s entire interest will be distributed or begin to be distributed to the Participant no later than the Participant’s required beginning date.

	(c)	If the Participant dies before distributions begin, the Participant’s entire interest will be distributed to the Participant’s Beneficiary (whether or not a designated beneficiary) by December 31 of the calendar year containing the fifth anniversary of the Participant’s death. Notwithstanding the foregoing, if:

		(i)	The Participant’s designated beneficiary is a minor;

	(ii)	The minor beneficiary will not cease to be a minor before the fifth anniversary described above; and

	(iii)	Proof of legal guardianship satisfactory to the Committee has not been provided pursuant to Section 8.02(d)(ii) at such time in advance as may be required by the Committee,

	minimum distributions, equal to the quotient obtained by dividing the Participant’s account balance by the remaining life expectancy of the Participant’s designated beneficiary, determined as described in Section 8.07(g), will be paid annually under Section 8.02(d)(ii)(A) beginning no later than December 31 of the calendar year immediately following the calendar year in which the Participant’s death occurred and will continue each calendar year thereafter until full distribution of the remainder of the beneficiary’s interest is made under Section 8.02(d)(ii)(B). For purposes of this Section 8.07(c) and Sections 8.07(g) and (h), distributions are considered to begin on the Participant’s required beginning date.

(d)	Unless the Participant’s interest is distributed in a single sum on or before the required beginning date, as of the first distribution calendar year distributions will be made in accordance with Sections 8.07(e) through (h).

(e)	During the Participant’s lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of:

	(i)	The quotient obtained by dividing the Participant’s account balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-(9) of the Treasury regulations, using the Participant’s age as of the Participant’s birthday in the distribution calendar year; or

	(ii)	If the Participant’s sole designated beneficiary for the distribution calendar year is the Participant’s Spouse, the quotient obtained by dividing the Participant’s account balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-(9) of the Treasury regulations, using the Participant’s and Spouse’s ages as of the Participant’s and Spouse’s birthdays in the distribution calendar year.

(f)	Required minimum distributions will be determined under Section 8.07(e) beginning with the first distribution calendar year up to and including the distribution calendar year that includes the Participant’s date of death.

(g)	If the Participant dies on or after the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the beneficiary, determined as follows:

	(i)	The Participant’s remaining life expectancy is calculated using the age of the Participant on his or her birthday in the year of death, reduced by one for each subsequent year.

	(ii)	If the Participant’s surviving Spouse is the Participant’s sole designated beneficiary, the remaining life expectancy of the surviving Spouse is calculated for each distribution calendar year after the year of the Participant’s death using the surviving Spouse’s age as of the Spouse’s birthday in that year. For distribution calendar years after the year of the surviving Spouse’s death, the remaining life expectancy of the surviving Spouse is calculated using the age of the surviving Spouse as of the

		Spouse’s birthday in the calendar year of the Spouse’s death, reduced by one for each subsequent calendar year.

	(iii)	If the Participant’s surviving Spouse is not the Participant’s sole designated beneficiary, the beneficiary’s remaining life expectancy is based on the age of the beneficiary on his birthday in the year following the year of the Participant’s death, reduced by one for each subsequent year.

(h)	If the Participant dies on or after the date distributions begin and there is no designated beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the Participant’s remaining life expectancy calculated using the age of the Participant on his birthday in the year of death, reduced by one for each subsequent year.

(i)	The following definitions apply for purposes of this Section 8.07:

	(i)	“Designated beneficiary” or “beneficiary” means an individual who is designated as the beneficiary under Section 1.08 of the Plan and is the designated beneficiary under Code Section 401(a)(9) and Section 1.401(a)(9)-1, Q&A-4 of the Treasury regulations.

	(ii)	“Distribution calendar year” means a calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year that contains the Participant’s required beginning date. For distributions beginning after the Participant’s death, the first distribution calendar year is the calendar year in which

			distributions are required to begin under Section 8.07(c). The required minimum distribution for the Participant’s first distribution calendar year will be made on or before the Participant’s required beginning date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant’s required beginning date occurs, will be made on or before December 31 of that distribution calendar year.

		(iii)	“Life expectancy” means life expectancy based on the Single Life Table under Section 1.401(a)(9)-9 of the Treasury regulations.

		(iv)	“Account balance” means the Aggregate Account as of the last Valuation Date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated to the Aggregate Account as of dates in the valuation calendar year after the Valuation Date and decreased by distributions made in the valuation calendar year after the Valuation Date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.

		(v)	“Required beginning date” means, for a Participant who is a five percent owner (as defined in Code Section 416(i)), the April 1 following the calendar year in which the Participant attains age 70½. For any other Participant, required beginning date means the April 1 following the later of the calendar year in which he attains age 70½ or the calendar year in which he terminates employment.

(j)

Notwithstanding anything to the contrary in this Section 8.07, effective for the 2009 distribution calendar year, a Participant who (i) would have been required to receive required minimum distributions for the 2009 distribution calendar year (“2009 RMDs”) but for the enactment of Code Section 401(a)(9)(H), (ii) would have satisfied the requirement by receiving distributions from the Plan that are either equal to the 2009 RMDs or one or more payments in a series of substantially equal distributions (that include 2009 RMDs) made at least annually and expected to last for the life (or life expectancy) of the Participant, the joint lives (or joint life expectancies) of the Participant and his designated beneficiary, or for a period of at least 10 years (“Extended 2009 RMDs”), and (iii) has not set up scheduled payments but is receiving required minimum distributions from the Plan automatically will not receive those distributions for the 2009 distribution calendar year unless the Participant elects to receive such distributions. Affected Participants will be given the opportunity to make the elections described in the preceding sentence. A direct rollover will be offered only for distributions that would be eligible rollover distributions without regard to Code Section 401(a)(9)(H).

ARTICLE 9

Administration of Plan

9.01	Plan Administrative Committee
	The general administration of the Plan and the responsibility for carrying out the provisions of the Plan shall be assigned to the Investment and Administrative Committee of The Walt Disney Company Sponsored Qualified Benefits Plans and Key Employees Deferred Compensation and Retirement Plan (the “Committee”), consisting of:

	(a)	The individuals holding, from time to time, the following positions within the Company, who shall be voting members of the Committee:

		Senior Executive Vice President and Chief Financial Officer
		Senior Executive Vice President and General Counsel
		Executive Vice President -- Planning and Control
		Senior Vice President and Treasurer
		Senior Vice President -- Human Resources
		Senior Vice President -- Compensation and Benefits; and

	(b)	The individuals holding, from time to time, the following positions within the Company or Disney Worldwide Services, Inc., who shall be non-voting members of the Committee:

		Vice President -- Financial Risk Management
		Vice President -- Counsel, Benefits
		Vice President -- Employee Benefits

	If any of the Committee members ceases to hold a position specified above, then he or she shall immediately cease to be a member of the Committee and his or her successor in such position shall automatically become a Committee member. If any of the positions

	listed in Section 9.01(a) or (b) is eliminated, the individual holding the position that is most comparable to the eliminated position shall become a member of the Committee.

9.02	Duties of Committee
	The members of the Committee shall elect a chairman from their number and a secretary who may be but need not be one of the members of the Committee; may appoint from their number such subcommittees with such powers as they shall determine; and may authorize one or more of their number or any agent to execute or deliver any instrument or make any payment on their behalf. In addition, the Committee may retain counsel, employ agents, and provide for such clerical, accounting, actuarial and consulting services as they may require in carrying out the provisions of the Plan; and may allocate among themselves or delegate all or such portion of the duties under the Plan, other than those granted to the Trustee under the trust agreement adopted for use in implementing the Plan, as they, in their sole discretion, shall decide.

9.03	Meetings
	The Committee shall hold meetings on such notice, at such place or places, and at such time or times as it may from time to time determine.

9.04	Actions By the Committee
	Any act that the Plan authorizes or requires the Committee to do may be done, if done at a meeting, by a majority of a quorum of members. A quorum is 50% of all members of the Committee then in office. The action of that majority expressed from time to time by a vote at a meeting shall constitute the action of the Committee and shall have the same effect for all purposes as if assented to by all members of the Committee at the time in office. Alternatively, any action required or permitted to be taken by the Committee may be done by unanimous written consent in lieu of a meeting.

9.05	Compensation and Bonding
	No member of the Committee shall receive any compensation from the Plan for his services as such. Except as may otherwise be required by law, no bond or other security need be required of any member in that capacity in any jurisdiction.

9.06	Establishment of Rules and Interpretation of Plan
	The Committee shall have full discretionary power and authority as may be necessary to carry out the provisions of the Plan and to control and manage the operation and administration of the Plan, including, without limiting the generality of the foregoing, the discretionary power to:

	(a)	promulgate and enforce rules and regulations as it deems necessary or appropriate for the administration of the Plan;

	(b)	construe and interpret the Plan and decide all matters arising thereunder, including the right to remedy possible ambiguities, inconsistencies, and omissions and correct defects;

	(c)	make factual determinations and decide all questions relating to individuals’ eligibility for participation in the Plan, vesting, forfeitures, the amount, manner and timing of payment, and the status of persons as Participants, Employees, Covered Employees, Eligible Employees, Highly Compensated Employees, Spouses, Beneficiaries, and Alternate Payees;

	(d)	require any person to furnish such documentation, information, or other matter as the Committee may require for the proper administration of the Plan and as a prerequisite to any payment or distribution by the Plan;

	(e)	direct that the Trust Fund be used to pay the reasonable administration expenses of the Plan; and

	(f)	impose reasonable restrictions (including temporary prohibitions) on Participants’ contribution elections, changes in contribution elections, investment elections, changes in investment elections, loans, withdrawals, and distributions to accommodate the administrative requirements of the Plan.

	All decisions of the Committee relating to matters within its jurisdiction shall be final, conclusive, and binding.

9.07	Service in More Than One Fiduciary Capacity
	Any individual, entity, or group of persons may serve in more than one fiduciary capacity with respect to the Plan and/or the funds of the Plan.

9.08	Limitation of Liability
	Except as and to the extent otherwise provided by applicable law, no liability whatever shall attach to or be incurred by the members of the Committee or by the shareholders, directors, officers, or employees of an Employer or an Affiliated Employer under or by reason of any of the terms and conditions contained in the Plan or in any of the contracts procured pursuant thereto or implied therefrom.

9.09	Indemnification
	To the maximum extent permitted by the Company’s by-laws, as amended from time to time, the Company shall indemnify each member of the Committee, and each director, officer, and employee or agent of the Company or an Affiliated Employer against any expenses and liabilities that such person may incur as a result of any act or failure to act, made in good faith, by such person in relation to the Plan or the funds of the Plan.

9.10	Expenses of Administration
	All expenses incurred prior to the termination of the Plan that shall arise in connection with the administration of the Plan, including but not limited to the compensation of the

	Trustee, administrative expenses and proper charges and disbursements of the Trustee, and compensation and other expenses and charges of any Enrolled Actuary, counsel, accountant, specialist, or other person who shall be employed by the Committee in connection with the administration thereof, shall be paid from the Trust Fund to the extent not paid by the Employers.

9.11	Claims Procedures
	(a)	Every claim for benefits under the Plan by a person (hereinafter referred to as “Claimant”) or by a Claimant’s authorized representative shall be filed by submitting to the person (the “claim administrator”) designated by the Committee, a written application on a form designated by the Committee. The claim administrator shall process such application and approve or disapprove it. Claims for benefits under the Plan other than disability benefits shall be governed by Sections 9.11(b) through 9.11(f). Claims for disability benefits under the Plan shall be governed by Section 9.11(g). Sections 9.11(h), 9.12, and 9.13 shall apply to all claims under the Plan, including, but not limited to claims for benefits (both based on the terms of the Plan and those based on an alleged violation of the law), claims for breach of fiduciary duty, and other claims that some aspect of the Plan’s operation, administration or design or some aspect of the Plan’s investments, is unlawful or violates the terms of the Plan.

	(b)	If a Claimant is denied any benefits under the Plan (other than disability benefits) either in total or in an amount less than the full benefit to which he claims to be entitled, the claim administrator shall advise the Claimant of the denial within 90 days after receipt of the claim by the claim administrator. The claim administrator shall furnish the Claimant with a written notice setting forth:

		(i)	The computation of the Claimant’s benefit, if any;

		(ii)	The specific reason or reasons for the denial;

	(iii)	The specific Plan sections on which the denial is based;

	(iv)	A description of any additional material or information necessary for the Claimant to perfect his claim, if possible, and an explanation of why such material or information is needed; and

	(v)	A description of the Plan’s claim review procedures, the time limits under such procedures and a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following a denial of benefits on appeal.

	If unforeseeable or special administrative problems or circumstances require an extension of time for processing the claim, the claim administrator shall furnish a written notice to the Claimant prior to close of the 90-day period explaining why an extension of time is needed and the approximate date by which the claim administrator expects to have processed the claim. In no event shall the claim administrator render a final decision on the validity of a claim later than 180 days after the claim administrator initially receives the claim.

(c)	Within 60 days of receipt of the information described in Section 9.11(b), the Claimant or his duly authorized representative may file written appeal of the determination with the Committee. As part of his appeal, the Claimant may submit written comments, documents, records and other information relating to the claim.

(d)	As long as the Claimant’s appeal is pending (including the 60-day period described in Section 9.11(c)) the Claimant or his duly authorized representative shall be provided, upon request and free of charge, access to and copies of all documents, records and other information relevant to the claim and may review

	pertinent Plan documents and may submit issues and comments in writing to the Committee.

(e)	The Committee shall notify the Claimant in writing of the appeals decision (whether or not adverse) in written or electronic form within a reasonable period of time, but not later than 60 days after the Committee’s receipt of the appeal. Notwithstanding, if the Committee determines that special circumstances (for example, the need to hold a hearing) require an extension of time, the Committee shall notify the Claimant of the reason or reasons for the extension and of the date by which it expects to make its decision. This extended period shall not exceed 60 days from the end of the initial 60-day period. The Committee’s decision on appeal shall take into account all comments, documents, records and other information submitted by the Claimant and relevant to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

(f)	If the Committee decides to deny benefits on appeal, the Committee shall provide the Claimant in writing with:

	(i)	The specific reason or reasons for the denial;

	(ii)	The specific Plan provisions on which the denial is made;

	(iii)	A statement that the Claimant is entitled to receive, upon request and free of charge, access to and copies of all documents, records and other information relevant to the claim; and

	(iv)	A statement regarding the Claimant’s right to bring a civil action under Section 502(a) of ERISA following a denial of benefits on appeal.

(g)	If the Claimant seeks a disability benefit under the Plan, this Section 9.11(g) shall govern the claim.

	If the claim is wholly or partially denied the claim administrator shall advise the Claimant of the denial within 45 days after receipt of the claim by the claim administrator. If the claim administrator determines that an extension of time for processing the claim is needed due to circumstances beyond the control of the Plan, the claim administrator shall notify the Claimant prior to the close of the 45-day period of the reasons for the extension and the approximate date the claim administrator expects to have processed the claim. The extended period shall not exceed 75 days after the initial receipt of the claim by the claim administrator.

	If the claim administrator determines that a second extension of time is needed to process the claim due to circumstances beyond the control of the Plan, the claim administrator shall notify the Claimant prior to the close of the 75-day period of the reasons for the extension and the approximate date the claim administrator expects to have processed the claim. The extended period shall not exceed 105 days after the initial receipt of the claim by the claim administrator. The notice shall explain the standards on which an entitlement to a disability benefit under the Plan is based and the unresolved issues that prevent a decision on the claim and shall describe any additional information that is needed to resolve the issues. The Claimant shall have at least 45 days from the date of receipt of such notice to submit the additional information. If additional information is requested, the time period for making a benefit decision shall be tolled from the date on which the notice is sent to the Claimant until the Claimant responds to the request.

	The claim administrator shall furnish the Claimant with a written notice setting forth:

	(i)	The specific reason or reasons for the denial;

		(ii)	The specific Plan sections on which the denial is based;

		(iii)	A description of any additional information necessary for the Claimant to perfect his claim, if possible, and an explanation of why such material or information is needed;

		(iv)	A description of the Plan’s claim review procedures, the time limits under such procedures and a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following a denial of benefits on appeal; and

		(v)	If applicable, a copy of the internal rule, guideline or protocol that was relied on to make the denial or a statement that such a rule was relied on and that a copy of such rule will be provided free of charge to the Claimant upon request.

		Within 180 days following the receipt of the denial the Claimant or his duly authorized representative may file written appeal of the denial with the Committee. As part of his appeal, the Claimant may submit written comments, documents, records and other information relating to the claim.

		As long as the Claimant’s appeal is pending (including the 180-day period described in the preceding paragraph) the Claimant or his duly authorized representative shall be provided, upon request and free of charge, access to and copies of all documents, records and other information relevant to the claim and may review pertinent Plan documents and may submit issues and comments in writing to the Committee.

		The Committee’s decision on appeal shall take into account all comments, documents, records and other information submitted by the Claimant and relevant to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. Moreover, such decision shall not defer to the initial determination and may not be conducted by the same individual who made the initial determination nor by any subordinate of such individual.

		In deciding an appeal of any benefit determination that is based in whole or in part on medical judgment, the Committee shall consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment; such health care professional may not be an individual who was consulted in connection with the initial determination nor by any subordinate of such individual. If the Claimant or his representative so requests, the Committee shall notify the Claimant of the medical experts whose advice was obtained by the Committee on behalf of the Plan in connection with the benefit determination.

		The Committee shall notify the Claimant in writing of the appeals decision (whether or not adverse) in written or electronic form within a reasonable period of time, but not later than 45 days after the Committee’s receipt of the appeal. Notwithstanding, if the Committee determines that special circumstances (for example, the need to hold a hearing) require an extension of time, the Committee shall notify the Claimant of the reason or reasons for the extension and of the date by which it expects to make its decision. This extended period shall not exceed 45 days from the end of the initial 45-day period.

		If the Committee decides to deny benefits on appeal, the Committee shall provide the Claimant in writing with:

	(i)	The specific reason or reasons for the denial;

	(ii)	The specific Plan sections on which the denial is based;

	(iii)	A statement that the Claimant is entitled to receive, upon request and free of charge, access to and copies of all documents, records and other information relevant to the claim;

	(iv)	A statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following a denial of benefits on appeal;

	(v)	If applicable, a copy of the internal rule, guideline or protocol that was relied on to make the denial or a statement that such a rule was relied on and that a copy of such rule will be provided free of charge to the Claimant; and

	(vi)	If the denial is based on a medical judgment an explanation of the scientific or clinical judgment for the determination or a statement that such explanation will be provided free of charge to the Claimant on request.

(h)	Any person eligible to receive benefits under the Plan shall furnish to the claim administrator or the Committee any information or evidence requested by the claim administrator or the Committee and reasonably required for the proper administration of the Plan. Failure on the part of any person to comply with any such request within a reasonable period of time shall be sufficient grounds for delay in the payment of any benefits that may be due under the Plan until such information or evidence is received by the claim administrator or the Committee. If any person claiming benefits under the Plan makes a false statement that is material to the claim for benefits, the claim administrator or the Committee may

		offset against future payments any amount paid to such person to which he was not entitled under the provisions of the Plan.

9.12	Limitation on Actions
	Neither:
	(a)	A claim or action to recover benefits allegedly due under the provisions of the Plan or by reason of any law, nor

	(b)	A claim or action to enforce rights under the Plan, nor

	(c)	A claim or action to clarify rights to future benefits under the Plan, nor

	(d)	Any other claim or action that (I) relates to the Plan and (II) seeks a remedy, ruling, or judgment of any kind against the Plan, the Committee, a Plan fiduciary (within the meaning of Section 3(21) of ERISA), or a party in interest (within the meaning of Section 3(14) of ERISA) with respect to the Plan

	may be filed in any court--

		(i) Until the claimant has exhausted the administrative review procedure set forth in Section 9.11; and

		(ii) Unless such claim or action is filed in a court with jurisdiction over such claim or action no later than thirty-six (36) months after:

			(A) In the case of a claim or action to recover benefits, the date the first benefit payment was actually made or was allegedly due whichever is earlier;

			(B) In the case of a claim or action to enforce a right, the date the Committee or its delegate first denied the claimant’s request to exercise such right, regardless of whether such denial occurred during administrative review pursuant to Section 9.11;

			(C) In the case of a claim or action to clarify rights to future benefits, the date the Committee first repudiated its alleged obligation to provide such future benefits, regardless of whether such repudiation occurred during administrative review pursuant to Section 9.11; or

			(D) In the case of any other claim or action described in clause (d), above, the earliest date on which the claimant knew or should have known of the material facts on which such claim or action is based;

	provided that if a request for administrative review pursuant to Section 9.11 is pending before the claims administrator designated by the Committee to review such claims when the 36-month period described in this paragraph (ii) expires, the deadline for filing such claim or action in a court with proper jurisdiction shall be extended to the date that is 60 calendar days after the final denial of the claim on administrative review.

	The period described by paragraph (ii), above, is hereafter referred to as the “Applicable Limitations Period.” The Applicable Limitations Period replaces and supersedes any limitations period that might otherwise be deemed applicable under state or federal law in the absence of this Section 9.12. Except as provided in the following two sentences, a claim or action filed after the expiration of the Applicable Limitations Period shall be deemed time-barred. The Committee shall have the discretion to extend the Applicable Limitations Period upon a showing of exceptional circumstances that, in the opinion of the Committee, provide good cause for extension. The exercise of this discretion is committed solely to the Committee, and is not subject to review. Notwithstanding the

	foregoing, neither paragraph (ii), above, nor the Applicable Limitations Period shall apply to an action governed by Section 413 of ERISA.

9.13	Class Action Forum
	(a)	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 one of the following jurisdictions: (i) the jurisdiction in which the Plan is principally administered, or (ii) the jurisdiction in which the largest number of putative class members resides (or if that jurisdiction cannot be determined, the jurisdiction in which the largest number of class members is reasonably believed to reside).

	(b)	If any putative class action within the scope of Section 9.13(a) is filed in a jurisdiction other than one of those described in Section 9.13(a), or if any non-class action filed in such a jurisdiction is subsequently amended or altered to include class action allegations, then the Plan, all parties to such action that are related to the Plan (such as a Plan fiduciary, administrator, or party in interest), all alleged Plan participants and beneficiaries shall take all necessary steps to have the action removed to, transferred to, or re-filed in a jurisdiction described in Section 9.13(a). Such steps may include, but are not limited to, (i) a joint motion to transfer the action, or (ii) a joint motion to dismiss the action without prejudice to its re-filing in a jurisdiction described in Section 9.13(a), 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 Section 9.13(a) at the same time that it was filed or asserted in a jurisdiction not described therein.

	(c)	The provisions of this Section 9.13 shall be waived if no party invokes them within 120 days of the filing of a putative class action or the assertion of class action allegations.

	(d)	This Section 9.13 does not relieve any putative class member of any obligation existing under the Plan or by law to exhaust administrative remedies before initiating litigation.

ARTICLE 10

Management of Funds

10.01	Trust Agreement
	All the funds of the Plan shall be held by a Trustee appointed from time to time by the Committee under a Trust Agreement adopted, or as amended, by the Committee for use in providing benefits under the Plan and paying its expenses not paid directly by the Employers. The Employers shall have no liability for the payment of benefits under the Plan or for the administration of the funds paid over to the Trustee.

	The Committee shall have the power to amend the Trust Agreement, and any other funding vehicle document, to:

	(a)	comply with laws and regulations, or as otherwise may be desirable when prompted by a change in law or regulation; and

	(b)	make any other change that may be necessary or desirable, provided that any amendment adopted pursuant to this subsection shall not increase the Company’s annual expense by more than five (5) million dollars.

10.02	Exclusive Benefit Rule
	Except as otherwise provided in the Plan, no part of the corpus or income of the funds of the Plan shall be used for, or diverted to, purposes other than for the exclusive benefit of Participants and other persons entitled to benefits under the Plan before satisfaction of all liabilities with respect to them. No person shall have any interest in or right to any part of the earnings of the funds of the Plan, or any right in, or to, any part of the assets held under the Plan, except as and to the extent expressly provided in the Plan.

10.03	Committee Power and Duties
	(a)	The Committee may, in its discretion, appoint one or more investment managers (within the meaning of Section 3(38) of ERISA) to manage (including the power to acquire and dispose of) all or part of the assets of the Plan, as the Committee shall designate. In that event, authority over and responsibility for the management of the assets so designated shall be the sole responsibility of that investment manager.

	(b)	The Committee shall have the duty to advise any investment adviser or person (including any investment manager) with discretionary investment authority over all or a portion of the Plan’s Trust Fund of the investment objectives which such person should observe. Such advice should, looking at the assets of the Plan as a whole, take into account the short-term cash needed for benefit payment as well as the long-term growth needed to discharge the Plan’s liabilities. The Committee may make such changes in the appointment of the Trustee or any investment advisers or investment managers, and may remove or replace the Trustee or any investment adviser or investment manager, as it deems advisable. The Committee also shall have the power and authority specified in any agreements with the Trustee or any investment adviser or investment manager.

	(c)	With the approval of the Committee, a portion of the Plan’s Trust Fund may be invested in the Trustee’s certificates of deposit, or in the Trustee’s pooled or commingled qualified trust funds.

	(d)	Notwithstanding the foregoing, the Trust Fund shall consist of separate Investment Funds as provided in Article 6, and to the extent required by Participant elections, may be fully invested in Company Stock.

(e)

The Committee shall prepare periodically a report of its actions that constitute settlor activities with respect to the Plan and shall deliver a copy of such report to the Board.

ARTICLE 11

Assignments and Liens

11.01	Nonalienation
	(a)	Except as required by any applicable law or by subsection (c), no benefit under the Plan shall in any manner be anticipated, assigned, or alienated, and any attempt to do so shall be void. However, payment shall be made in accordance with the provisions of any judgment, decree, or order that:

		(i)	creates for, or assigns to, a Spouse, former Spouse, child, or other dependent of a Participant the right to receive all or a portion of the Participant’s benefits under the Plan for the purpose of providing child support, alimony payments, or marital property rights to that Spouse, child, or dependent;

		(ii)	is made pursuant to a state domestic relations law;

		(iii)	does not require the Plan to provide any type of benefit, or any option, not otherwise provided under the Plan; and

		(iv)	otherwise meets the requirements of Section 206(d) of ERISA, as amended, as a qualified domestic relations order.

	(b)	Notwithstanding anything herein to the contrary, if the amount payable to the Alternate Payee under the Qualified Domestic Relations Order does not exceed the Cashout Limit, such amount shall be paid in one lump sum as soon as practicable following the qualification of the order. If the amount exceeds the Cashout Limit, it may be paid as soon as practicable following the qualification of the order if the Qualified Domestic Relations Order so provides and the Alternate Payee consents thereto; otherwise, it may not be payable before the earliest of (i)

		the Participant’s termination of employment, (ii) the time such amount could be withdrawn while still employed, or (iii) the Participant’s attainment of age 50. The Cashout Limit is $1,000.

	(c)	A Participant’s benefit under the Plan shall be offset or reduced by the amount the Participant is required to pay to the Plan under the circumstances set forth in Section 401(a)(13)(C) of the Code.

11.02	Qualified Domestic Relations Orders
	Notwithstanding any provisions in this Plan to the contrary, the Committee shall comply with any judgment, decree, or order that the Committee determines to be a Qualified Domestic Relations Order.

	(a)	Establishment of Procedures. The Committee shall establish reasonable written procedures to determine the qualified status of domestic relations orders and to administer distributions under orders determined to be Qualified Domestic Relations Orders, which procedures may include, without limitation, the adoption of one or more model Qualified Domestic Relations Orders. Such procedures shall be consistent with the requirements of Section 206(d) of ERISA and Sections 401(a)(13) and 414(p) of the Code. The Committee shall promptly notify the affected Participant and any other Alternate Payee of the receipt of a domestic relations order and the procedures for determining the qualified status of domestic relations orders. Within a reasonable period after the receipt of such order, the Committee shall determine whether such order is a Qualified Domestic Relations Order and shall notify the Participant and each Alternate Payee of such determination.

	(b)	Disposition of Benefits Pending Determination. During any period in which the qualified status of a domestic relations order is being determined (by the Committee, by a court, or otherwise), the Committee shall make arrangements to

		account separately for the amounts that would have been payable to each Alternate Payee if the order had been determined to be a Qualified Domestic Relations Order. If within 18 months of the receipt of the order, the order (or modification thereof) is determined to be a Qualified Domestic Relations Order, the Plan shall pay the amounts that have been separately accounted for to the person or persons entitled thereto. If within 18 months of the receipt of the order it is determined that the order is not qualified, or the issue as to whether the order is qualified is not resolved by the end of the 18-month period, then the Plan shall pay the amounts that have been separately accounted for to the person or persons, if any, who would have been entitled to payment of such amounts if there had been no order. Any determination that an order is qualified that is made after the close of the 18-month period shall apply prospectively only.

	(c)	Allocation of Expenses to Participant’s Account. Expenses incurred by the Plan with respect to a putative Qualified Domestic Relations Order shall be charged against the affected Participant’s Aggregate Account.

11.03	Facility of Payment
	(a)	If the Committee shall find that a Participant or other person entitled to a benefit is unable to care for his affairs because of illness or accident, the Committee may direct that any benefit due him, unless claim shall have been made for the benefit by a duly appointed legal representative, be paid to his Spouse, a child, a parent or other blood relative, or to a person with whom he resides.

	(b)	Amounts payable under the Plan to a minor shall be paid for the minor’s benefit to the legal guardian of such minor, upon receipt of proof of legal guardianship satisfactory to the Committee. In the absence of proof of legal guardianship satisfactory to the Committee, any payment due under the Plan to a minor may be paid to such adult or adults as in the opinion of the Committee have assumed the custody or principal support of such minor, provided that such adults shall

		execute any affidavits or other forms and/or make any written representations as may be required by the Committee.

	(c)	Any payment made under subsection (a) or (b) shall be a complete discharge of the liabilities of the Plan for that benefit.

11.04	Information
	Each Participant, Beneficiary, or other person entitled to a benefit, before any benefit shall be payable to him or on his account under the Plan, shall file with the Committee the information that it shall require to establish his rights and benefits under the Plan.

11.05	Construction
	(a)	Governing Laws. Except as otherwise provided by ERISA, this Plan and all provisions thereof shall be construed and administered according to the laws of the State of California.

	(b)	Title and Headings Not to Control. The titles to the Articles and the headings of Sections in the Plan are placed herein for convenience of reference only and, in the case of any conflict, the text of this instrument rather than such titles or headings shall control.

	(c)	Gender and Person. The masculine pronoun shall include the feminine, the feminine pronoun shall include the masculine, and the singular shall include the plural wherever the context so requires.

11.06	Proof of Death and Right of Beneficiary or Other Person
	The Committee may require and rely on such proof of death and such evidence of the right of any Beneficiary or other person to receive the value of the Plan benefits of a deceased Participant as the Committee may deem proper, and its determination of death

	and of the right of that Beneficiary or other person to receive payment shall be conclusive.

11.07	Failure to Locate Recipient
	In the event that the Committee is unable to locate a Participant or Beneficiary who is entitled to payment under the Plan within five (5) years from the date such payment was to have been made, the amount to which such Participant or Beneficiary was entitled shall be declared a forfeiture and shall be used to reduce future Matching or Automatic Contributions to the Plan. If the Participant or Beneficiary later is located, the benefit that was previously forfeited hereunder shall be restored (with no interest or earnings) by means of additional Employer contributions to the Plan.

11.08	Electronic Transmission of Notices to Participants
	Notwithstanding any provision of the Plan to the contrary, any notice required to be distributed to Participants, Beneficiaries and Alternate Payees pursuant to the terms of the Plan may, at the direction of the Committee, be transmitted electronically to the extent permitted by, and in accordance with any procedures set forth in, applicable law and regulations.

ARTICLE 12

Amendment, Merger and Termination

12.01	Amendment of Plan
	(a)	The Company, acting through the Board, reserves the right at any time and from time to time, and retroactively if deemed necessary or appropriate, to amend in whole or in part any or all of the provisions of the Plan. The Committee, or its delegate, shall have the power to amend the Plan to:

		(i)	comply with laws and regulations, or as otherwise may be desirable when prompted by a change in law or regulation; and

		(ii)	make any other change that may be necessary or desirable provided any amendment adopted pursuant to this Section 12.01 shall not increase the Company’s annual expense by more than five (5) million dollars.

	(b)	Any action required or permitted to be taken by the Board or the Committee under the Plan shall be by resolution adopted by the Board or the Committee at a meeting held either in person or by telephone or other electronic means, or by unanimous written consent in lieu of a meeting.

	(c)	No amendment shall make it possible for any part of the funds of the Plan to be used for, or diverted to, purposes other than for the exclusive benefit of persons entitled to benefits under the Plan. No amendment shall be made that has the effect of decreasing the accrued benefits of any Participant or of reducing the nonforfeitable percentage of the accrued benefits of a Participant below the nonforfeitable percentage computed under the Plan as in effect on the date on which the amendment is adopted or, if later, the date on which the amendment becomes effective.

12.02	Merger or Consolidation
	The Plan may not be merged or consolidated with, and its assets or liabilities may not be transferred to, any other plan unless each person entitled to benefits under the Plan would, if the resulting plan were then terminated, receive a benefit immediately after the merger, consolidation, or transfer that is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation, or transfer if the Plan had then terminated. The purpose of this Section 12.02 is to comply with the provisions of Code Section 414(l) and shall be interpreted and construed consistent with Code Section 414(l) and Treasury regulations thereunder. This Section 12.02 shall not be construed in a manner that would impose limitations that are more stringent than those required by Code Section 414(l).

12.03	Additional Participating Employers
	(a)	With the consent of the Company, any subsidiary or affiliated corporation or division of such corporation may adopt the Plan for its Eligible Employees. An Employer adopting the Plan shall compile and submit all information required by the Committee with reference to its Eligible Employees. An entity will be considered to have adopted the Plan with the consent of the Company if it takes significant action that is consistent with the adoption of the Plan, the Board or Committee is aware of the action, and neither objects to the action.

	(b)	If an entity adopts the Plan in accordance with Section 12.03(a), or if any persons become Employees of an Employer as the result of merger or consolidation or as the result of acquisition of all or part of the assets or business of another company, the Company shall determine to what extent, if any, previous service with the subsidiary or associated company shall be recognized under the Plan, but subject to the continued qualification of the trust for the Plan as tax-exempt under the Code.

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	(c)	A participating Employer may withdraw its participation in the Plan upon appropriate action by it. In addition, an Employer will cease to participate in the Plan from and after the date it ceases to be an Affiliated Employer. In either event, the assets of the Plan held on account of Participants in the employ of that Employer, and any unpaid Aggregate Accounts of all Participants who have separated from the employ of that Employer, shall be determined by the Committee. Subject to the provisions of Section 8.03, those assets shall be distributed as provided in Section 12.05 if the Plan is terminated or partially terminated as a result of the withdrawal of such Employer. Otherwise, benefits payable to Employees employed by the withdrawing Employer shall be payable to such Employees when due under the Plan, but such Employees shall not be considered Eligible Employees from and after the date of withdrawal by their Employer.

12.04	Termination of Plan
	The Company may terminate the Plan for any reason at any time.

12.05	Distribution of Assets on Plan Termination or a Complete Discontinuance of Contributions
	(a)	Subject to the provisions of Section 8.03, in case of termination of the Plan or a complete discontinuance of contributions under the Plan, the rights of Participants to the benefits accrued under the Plan to date of termination or discontinuance of contributions shall remain fully vested and nonforfeitable.

	(b)	After providing for payment of any expenses properly chargeable against the Trust Fund, the Committee may direct the Trustee to distribute assets remaining in the Trust Fund. Distributions to Participants or Beneficiaries may be in cash or in kind and are not subject to the regular distribution provisions of this Plan except that distributions must be in a form that the Committee deems consistent with statutory requirements. Except as specifically provided otherwise by law, the Committee’s determination is conclusive on all persons.

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	(c)	In the event of a partial termination of the Plan, the provisions of this Section shall be applicable to the Participants affected by the partial termination.

12.06	Notification of Termination
	On a termination of the Plan in accordance with this Article, the Committee shall notify the Employers, the Trustee, the Participants, and all other necessary parties. The Committee shall thereafter continue the administration of the Plan for the purpose of winding up its affairs and may take all action reasonably required to accomplish such purpose.

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ARTICLE 13

Top-Heavy Provisions

13.01	Priority Over Other Plan Provisions
	If the Plan is or becomes a Top-Heavy Plan in any Plan Year, the provisions of this Article shall supersede any conflicting provisions of the Plan. However, the provisions of this Article shall not operate to increase the rights or benefits of Participants under the Plan except to the extent required by the Code Section 416 and other provisions of law applicable to Top-Heavy Plans.

13.02	Definitions Used in this Article
	The following words and phrases, when used with initial capital letters, will have the meanings set forth below.

	(a)	“Defined Benefit Plan” means a qualified plan other than a Defined Contribution Plan.

	(b)	“Defined Contribution Plan” means the tax-qualified plan described in Code Section 414(i).

	(c)	“Determination Date” means, for the first Plan Year of the Plan, the last day of the Plan Year and, for any subsequent Plan Year, the last day of the preceding Plan Year.

	(d)	“Includable Compensation” means Statutory Compensation limited each year by the Maximum Compensation Limitation.

	(e)	“Key Employee” means any Employee or former Employee (including any deceased Employee) who at any time during the Plan Year that includes the Determination Date was an officer of the Employer or an Affiliated Employer

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		having annual Includible Compensation greater than $130,000 (as adjusted under Code Section 416(i)(1) for Plan Years beginning after December 31, 2002), a 5-percent owner of the Employer or an Affiliated Employer, or a 1-percent owner of the Employer or an Affiliated Employer having annual Includible Compensation of more than $150,000. The determination of who is a Key Employee will be made in accordance with Code Section 416(i)(1) and the applicable regulations and other guidance of general applicability issued thereunder.

	(f)	“Minimum Allocation” means the allocation described in the first sentence of Section 13.03(a).

	(g)	“Permissive Aggregation Group” means the Required Aggregation Group of qualified plans plus any other qualified plan or qualified plans of an Employer or an Affiliated Employer that when considered as a group with the Required Aggregation Group, would continue to satisfy the requirements of Code Sections 401(a)(4) and 410 (including simplified employee pension plans).

	(h)	“Present Value” means present value based only on the interest and mortality rates specified in a Defined Benefit Plan.

	(i)	“Required Aggregation Group” means each qualified plan of an Employer or an Affiliated Employer in which at least one key employee participates (regardless of whether the plan has terminated), and any other qualified plan of the Employer or an Affiliated Employer that enables such plan to meet the requirements of Code Sections 401(a)(4) or 410(b).

	(j)	“Top-Heavy Plan” means the Plan for any Plan Year in which any of the following conditions exists: (i) the Top-Heavy Ratio for the Plan exceeds 60% and the Plan is not a part of any Required Aggregation Group or Permissive Aggregation Group of qualified plans; (ii) the Plan is a part of a Required

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		Aggregation Group but not part of a Permissive Aggregation Group of qualified plans and the Top-Heavy Ratio for the Required Aggregation Group exceeds 60%; or (iii) the Plan is a part of a Required Aggregation Group and part of a Permissive Aggregation Group of qualified plans and the Top-Heavy Ratio for the Permissive Aggregation Group exceeds 60%.

	(k)	“Top-Heavy Ratio” means a fraction, the numerator of which is the sum of the Present Value of accrued benefits and the account balances (as required by Code Section 416)) of all Key Employees with respect to such qualified plans as of the Determination Date and the denominator of which is the sum of the Present Value of the accrued benefits and the Account balances of all Employees with respect to such qualified plans as of the Determination Date. The value of account balances and the Present Value of accrued benefits will be determined as of the most recent Top-Heavy Valuation Date that falls within or ends with the 12-month period ending on the Determination Date, except as provided in Code Section 416 for the first and second Plan Years of a Defined Benefit Plan. The account balances and accrued benefits of a Participant who is not a Key Employee but who was a Key Employee in a prior year will be disregarded. The calculation of the Top-Heavy Ratio, and the extent to which distributions, rollovers, transfers, and contributions unpaid as of the Determination Date are taken into account, will be made in accordance with Code Section 416. Employee contributions described in Code Section 219(e)(2) will not be taken into account for purposes of computing the Top-Heavy Ratio. When aggregating plans, the value of account balances and accrued benefits will be calculated with reference to the Determination Dates that fall within the same calendar year. The accrued benefit of any Employee other than a Key Employee will be determined under the method, if any, that uniformly applies for accrual purposes under all qualified plans maintained by an Employer or an Affiliated Employer and included in a Required Aggregation Group or a Permissive Aggregation Group or, if there is no such method, as if the benefit

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		accrued not more rapidly than the slowest accrual rate permitted under the fractional accrual rate of Code Section 411(b)(1)(C). In addition:

		(i)	The Present Values of accrued benefits and the amounts of account balances of an Employee as of the Determination Date shall be increased by the distributions made with respect to the Employee under the Plan and any plan aggregated with the Plan under Code Section 416(g)(2) during the one-year period ending on the Determination Date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Code Section 416(g)(2)(A)(i). In the case of a distribution made for a reason other than severance from employment, death or disability, this provision shall be applied by substituting “five-year period” for “one-year period.”

		(ii)	The accrued benefits and accounts of any individual who has not performed services for the Employer or an Affiliated Employer during the one-year period ending on the Determination Date shall not be taken into account.

	(l)	“Top-Heavy Valuation Date” means the last day of each Plan Year.

13.03	Minimum Allocation
	(a)	For any Plan Year in which the Plan is a Top-Heavy Plan, each Participant who is not a Key Employee will receive an allocation of Employer contributions of not less than the lesser of 3% of his Includable Compensation for such Plan Year or the percentage of Includable Compensation that equals the largest percentage of participating Employer contributions (including Tax-Deferred Contributions) and forfeitures allocated to a Key Employee. The Minimum Allocation is determined without regard to any Social Security contribution. Tax-Deferred or Roth

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		Contributions made on behalf of Participants who are not Key Employees will not be treated as Employer contributions for purposes of the Minimum Allocation. Matching and Automatic Contributions shall be taken into account for purposes of satisfying the Minimum Allocation under the Plan or under such other plan that satisfies the minimum contribution requirement of Code Section 416(c)(2) with respect to such Participant. Matching Contributions that are used to satisfy the Minimum Allocation shall continue to be treated as Matching Contributions for purposes of the contribution percentage test under Section 14.03 and other requirements of Code Section 401(m). The Minimum Allocation applies even though under other Plan provisions the Participant would not otherwise be entitled to receive an allocation, or would have received a lesser allocation for the Plan Year because (i) the non-Key Employee fails to make mandatory contributions to the Plan, (ii) the non-Key Employee’s Includable Compensation is less than a stated amount, or (iii) the non-Key Employee fails to complete 1,000 Hours of Service in the Plan Year.

	(b)	No Minimum Allocation will be provided pursuant to subsection (a) to a Participant who is not employed by an Employer or an Affiliated Employer on the last day of the Plan Year.

	(c)	If an Employer or an Affiliated Employer maintains one or more other Defined Contribution Plans covering Employees who are Participants in this Plan, the Minimum Allocation will be provided under this Plan, unless such other Defined Contribution Plans make explicit reference to this Plan and provide that the Minimum Allocation will not be provided under this Plan, in which case the provisions of subsection (a) will not apply to any Participant covered under such other Defined Contribution Plans. If an Employer or an Affiliated Employer maintains one or more Defined Benefit Plans covering Employees who are Participants in this Plan and such Defined Benefit Plans provide that Employees who are Participants therein will accrue the minimum benefit applicable to top-

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		heavy Defined Benefit Plans notwithstanding their participation in this Plan, then the provisions of subsection (a) will not apply to any Participant covered under such Defined Benefit Plans. If an Employer or an Affiliated Employer maintains one or more Defined Benefit Plans covering Employees who are Participants in this Plan, and the provisions of the preceding sentence do not apply, then each Participant who is not a Key Employee and who is covered by such Defined Benefit Plans will receive a Minimum Allocation determined by applying the provisions of subsection (a) with the substitution of “5%” in each place that “3%” occurs therein.

	(d)	The Participant’s Minimum Allocation shall be fully vested and nonforfeitable.

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ARTICLE 14

Limitations on Contributions and Allocations to Participants’ Accounts

14.01	Definitions Used in This Article
	The following defined terms have the meanings set forth below:

	(a)	“Actual Deferral Percentage” means, with respect to a specified group of Employees, the average of the ratios, calculated separately for each Employee in that group, of (a) the amount of aggregate Tax‑Deferred Contributions made pursuant to Section 3.01A or 3.01B and Roth Contributions made pursuant to Section 3.07 for a Plan Year to (b) the Employee’s Statutory Compensation for that entire Plan Year capped by the Maximum Compensation Limitation, provided that, on the direction of the Committee, Statutory Compensation for a Plan Year shall be counted only if received during the period an Employee is, or is eligible to become, a Participant. The Actual Deferral Percentage for each group and the ratio determined for each Employee in the group shall be calculated to the nearest one one‑hundredth of one (1) percent. For purposes of determining the Actual Deferral Percentage for a Plan Year, Tax‑Deferred or Roth Contributions may be taken into account for a Plan Year only if they:

		(i)	relate to Compensation that either (A) would have been received by the Employee in the Plan Year but for the deferral election or (B) are attributable to services performed by the Employee in the Plan Year and would have been received by the Employee within 2-½ months after the close of the Plan Year but for the deferral election (but only if such contributions are allocated to such Plan Year instead of the Plan Year in which the Compensation would have been paid);

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	(ii)	are allocated to the Employee as of a date within that Plan Year and the allocation is not contingent on Plan participation or performance of service after such date;

	(iii)	are actually paid to the Trustee no later than twelve (12) months after the end of the Plan Year;

	(iv)	are not catch-up contributions described in Section 3.06 for the Plan Year;

	(v)	are not returned to a Nonhighly Compensated Employee for the Plan Year pursuant to Section 14.07(a);

	(vi)	are not taken into account for purposes of determining the Contribution Percentage described in Section 14.01(b) for the Plan Year; and

	(vii)	are not additional elective contributions made pursuant to Section 2.04(e).

(b)	“Contribution Percentage” means, with respect to a specified group of Employees, the average of the ratios, calculated separately for each Employee in that group, of (a) the sum of the Employee’s Matching Contribution for that Plan Year to (b) his Statutory Compensation for that entire Plan Year capped by the Maximum Compensation Limitation, provided that, on the direction of the Committee, Statutory Compensation for a Plan Year shall be counted only if received during the period an Employee is, or is eligible to become, a Participant. The Contribution Percentage for each group and the ratio determined for each Employee in the group shall be calculated to the nearest one one‑hundredth of one (1) percent. For purposes of determining the Contribution Percentage for a Plan Year, Matching Contributions may be taken into account for a Plan Year only if they:

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	(i)	are allocated to the Employee as of a date within the Plan Year and on the basis of the Employee’s Tax-Deferred or Roth Contributions for the Plan Year;

	(ii)	are actually paid to the Trustee no later than twelve (12) months after the end of the Plan Year;

	(iii)	are not taken into account for purposes of determining the Actual Deferral Percentage described in Section 14.01(a) for the Plan Year;

	(iv)	are not forfeited under the provisions of Section 14.02 or 14.07 for the Plan Year;

	(v)	are not made pursuant to Section 2.04(e); and

	(vi)	are not disproportionate matching contributions with respect to Nonhighly Compensated Employees for the Plan Year, as described in Treas. Reg. § 1.401(m)-2(a)(5)(ii).

(c)	“Earnings” means the amount of income to be returned with any excess deferrals, excess contributions, or excess aggregate contributions under Section 14.02, 14.03, or 14.07. Earnings on excess deferrals and excess contributions shall be determined by multiplying the income earned on the Tax‑Deferred and Roth Accounts for the Plan Year by a fraction, the numerator of which is the excess deferrals or excess contributions, as the case may be, for the Plan Year and the denominator of which is the sum of the Tax‑Deferred Account and Roth Account balances at the end of the Plan Year, disregarding any income or loss occurring during the Plan Year. Earnings on excess aggregate contributions shall be determined in a similar manner by substituting the Matching Account for the Tax‑Deferred and Roth Accounts, and the excess

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		aggregate contributions for the excess deferrals and excess contributions in the preceding sentence.

	(d)	“Nonhighly Compensated Employee” means for any Plan Year an Employee of the Employer or an Affiliated Employer who is not a Highly Compensated Employee for that Plan Year.

14.02	Actual Deferral Percentage Test
	Subject to the provisions of Section 14.04(e), the Actual Deferral Percentage for each Plan Year for Highly Compensated Employees who are Participants or eligible to become Participants for the Plan Year shall not exceed the Actual Deferral Percentage for the Plan Year for all Nonhighly Compensated Employees who are Participants or eligible to become Participants for the Plan Year multiplied by 1.25. If the Actual Deferral Percentage for such Highly Compensated Employees does not meet the foregoing test, the Actual Deferral Percentage for such Highly Compensated Employees for the Plan Year may not exceed the Actual Deferral Percentage for the Plan Year for all Nonhighly Compensated Employees who are Participants or eligible to become Participants for the Plan Year by more than two (2) percentage points, and such Actual Deferral Percentage for such Highly Compensated Employees for the Plan Year may not be more than two (2) times the Actual Deferral Percentage for the Plan Year for all Nonhighly Compensated Employees who are Participants or eligible to become Participants for the Plan Year.

	The actual deferral percentage test for a Plan Year shall be applied to the Plan as a whole, including the ESOP.

	The Committee may implement rules limiting the Tax‑Deferred or Roth Contributions that may be made on behalf of some or all Highly Compensated Employees so that this limitation is satisfied. If the Committee determines that the limitation under this Section has been exceeded in any Plan Year, the following provisions shall apply:

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	(a)	The actual deferral ratio of the Highly Compensated Employee with the highest actual deferral ratio shall be reduced to the extent necessary to meet the actual deferral percentage test or to cause such ratio to equal the actual deferral ratio of the Highly Compensated Employee with the next‑highest ratio. This process will be repeated until the actual deferral percentage test is passed. Each ratio shall be rounded to the nearest one one‑hundredth of one (1) percent of the Participant’s Statutory Compensation capped by the Maximum Compensation Limitation. The amount of Tax‑Deferred and Roth Contributions made by each Highly Compensated Employee in excess of the amount permitted under his revised deferral ratio shall be added together. This total dollar amount of excess contributions (“excess contributions”) shall then be allocated to some or all Highly Compensated Employees in accordance with the provisions of subsection (b) below.

	(b)	The aggregate Tax-Deferred and Roth Contributions of the Highly Compensated Employee with the highest dollar amount of aggregate Tax-Deferred and Roth Contributions shall be reduced by the lesser of (i) the amount required to cause that Employee’s aggregate Tax-Deferred and Roth Contributions to equal the dollar amount of the aggregate Tax-Deferred and Roth Contributions of the Highly Compensated Employee with the next-highest dollar amount of aggregate Tax-Deferred and Roth Contributions or (ii) an amount equal to the total excess contributions. Reductions will be made first from a Highly Compensated Employee’s Tax-Deferred Account and, to the extent that the required reduction is more than the Employee’s Tax-Deferred Account, from his Roth Account. This procedure is repeated until all excess contributions are allocated. The amount of excess contributions allocated to a Highly Compensated Employee, together with earnings thereon, shall be distributed to him in accordance with the provisions of subsection (c).

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	(c)	The excess contributions, together with earnings thereon, allocated to a Participant shall be paid to the Participant before the close of the Plan Year following the Plan Year in which the excess contributions were made, and to the extent practicable, within 2½ months of the close of the Plan Year in which the excess contributions were made. However, any excess contributions for any Plan Year shall be reduced by any Tax‑Deferred or Roth Contributions previously returned to the Participant under Section 14.07 for that Plan Year. In the event any Tax‑Deferred or Roth Contributions returned under this Section were matched by Matching Contributions, such corresponding Matching Contributions, with earnings thereon, shall be forfeited and used to reduce Employer contributions.

	(d)	In the event any Matching Contributions subject to forfeiture under this Section have been distributed to the Participant, the Employer shall make reasonable efforts to recover the contributions from the Participant.

	(e)	The provisions of this Section 14.02 shall be interpreted and applied in accordance with Section 401(k)(3) of the Code and Treasury Regulations and other guidance issued thereunder.

14.03	Contribution Percentage Test
	Subject to the provisions of Section 14.04(e), the Contribution Percentage for each Plan Year for Highly Compensated Employees who are Participants or eligible to become Participants for the Plan Year shall not exceed the Contribution Percentage for the Plan Year for all Nonhighly Compensated Employees who are Participants or eligible to become Participants for the Plan Year multiplied by 1.25. If the Contribution Percentage for such Plan Year for such Highly Compensated Employees does not meet the foregoing test, the Contribution Percentage for such Highly Compensated Employees for the Plan Year may not exceed the Contribution Percentage for the Plan Year for all Nonhighly Compensated Employees who are Participants or eligible to become Participants for the

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	Plan Year by more than two (2) percentage points, and the Contribution Percentage for such Highly Compensated Employees for the Plan Year may not be more than two (2) times the Contribution Percentage for the Plan Year for all Nonhighly Compensated Employees who are Participants or eligible to become Participants for the Plan Year.

	The actual contribution percentage test for a Plan Year shall be applied to the Plan as a whole, including the ESOP.

	If the Committee determines that the limit under this Section 14.03 has been exceeded in any Plan Year, the following provisions shall apply:

	(a)	The actual contribution ratio of the Highly Compensated Employee with the highest actual contribution ratio shall be reduced to the extent necessary to meet the test or to cause such ratio to equal the actual contribution ratio of the Highly Compensated Employee with the next‑highest actual contribution ratio. This process will be repeated until the actual contribution percentage test is passed. Each ratio shall be rounded to the nearest one one‑hundredth of one (1) percent of a Participant’s Statutory Compensation capped by the Maximum Compensation Limitation. The amount of Matching Contributions made by or on behalf of each Highly Compensated Employee in excess of the amount permitted under his revised actual contribution ratio shall be added together. This total dollar amount of excess contributions (“excess aggregate contributions”) shall then be allocated to some or all Highly Compensated Employees in accordance with the provisions of subsection (b) below.

	(b)	The Matching Contributions of the Highly Compensated Employee with the highest dollar amount of such contributions shall be reduced by the lesser of (i) the amount required to cause that Employee’s Matching Contributions to equal the dollar amount of such contributions of the Highly Compensated Employee with the next‑highest dollar amount of such contributions, or (ii) an amount equal to

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		the total excess aggregate contributions. This procedure is repeated until all excess aggregate contributions are allocated. The amount of excess aggregate contributions allocated to each Highly Compensated Employee, together with earnings thereon, shall be distributed or forfeited in accordance with the provisions of subsection (c) below.

	(c)	If excess aggregate contributions are allocated to a Highly Compensated Employee under subsection (b) above, so much of the Matching Contributions, together with earnings, as shall be necessary to equal the balance of the excess aggregate contributions shall be forfeited and applied to reduce Employer contributions.

	(d)	Any repayment or forfeiture of excess aggregate contributions shall be made before the close of the Plan Year following the Plan Year for which the excess aggregate contributions were made and, to the extent practicable, any repayment or forfeiture shall be made within 2½ months of the close of the Plan Year in which the excess aggregate contributions were made. In the event any Matching Contributions subject to forfeiture have been distributed to the Participant, the Employer shall make reasonable efforts to recover the contributions from the Participant.

	(e)	The provisions of this Section 14.03 shall be interpreted and applied in accordance with Section 401(m)(2) of the Code and Treasury Regulations and other guidance issued thereunder.

14.04	Additional Discrimination Testing Provisions
	(a)	If any Highly Compensated Employee is a participant of another qualified plan of the Employer or an Affiliated Employer, other than any qualified plan that is not permitted to be aggregated with the Plan under Sections 401(k) and 401(m) of the Code and Treasury Regulations issued thereunder (determined without regard to

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		the prohibition on aggregation of plans with different plan years or with different testing methods), under which tax‑deferred or Roth contributions or matching contributions are made on behalf of the Highly Compensated Employee or under which the Highly Compensated Employee makes employee contributions the Committee shall implement rules, which shall be uniformly applicable to all employees similarly situated, to take into account all such contributions for the Highly Compensated Employee under all such plans in applying the limitations of Sections 14.02 and 14.03. If any other such qualified plan has a plan year other than the Plan Year defined in Section 1.37, the contributions to be taken into account shall be the contributions that would be taken into account for the Plan Year if the plan under which the contributions were made had the same Plan Year as the Plan.

	(b)	In the event that this Plan is aggregated with one or more other plans to satisfy the requirements of Sections 401(a)(4) and 410(b) of the Code (other than for purposes of the average benefit percentage test) or if one or more other plans is aggregated with this Plan to satisfy the requirements of such sections of the Code, then the provisions of Sections 14.02 and 14.03 shall be applied by determining the Actual Deferral Percentage and Contribution Percentage of employees as if all such plans were a single plan. If this Plan is permissively aggregated with any other plan or plans for purposes of satisfying the provisions of Section 401(k)(3) of the Code, the aggregated plans also must satisfy the provisions of Sections 401(a)(4) and 410(b) of the Code as though they were a single plan. Plans may be aggregated under this subsection (b) only if they have the same plan year and only if they apply consistent testing methods with respect to Code Sections 401(k) and 401(m).

	(c)	The Employer may elect to use Tax‑Deferred or Roth Contributions to pass the tests described in Section 14.03, provided that the test described in Section 14.02 is passed prior to such election and continues to be passed following the

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	Employer’s election to shift the application of those Tax‑Deferred or Roth Contributions from Section 14.02 to Section 14.03.

(d)	The Committee, in its settlor capacity, may elect to use Special Contributions to pass the tests described in Section 14.02 or 14.03 as set forth in Section 3.03(b).

(e)	Notwithstanding any provision of the Plan to the contrary, Employees included in a unit of Employees covered by a collective bargaining agreement who are participating in the Plan where not more than two (2) percent of such Employees are Highly Compensated Employees and professionals, shall be disregarded in applying the provisions of Sections 14.02 and 14.03. However, a separate actual deferral percentage test shall be performed for such group of collective bargaining Employees.

(f)	If the Employer elects to apply the provisions of Section 410(b)(4)(B) to satisfy the requirements of Section 401(k)(3)(A)(i) of the Code, the Employer may apply the provisions of Sections 14.02 and 14.03:

	(i)	by excluding from consideration all eligible Employees (other than Highly Compensated Employees) for the applicable year who have not met the minimum age and service requirements of Section 410(a)(1)(A) of the Code; or

	(ii)	by performing separate tests for the applicable year for all eligible Employees who have met such minimum age and service requirements and for all eligible Employees who have not met such minimum age and service requirements.

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14.05	Maximum Annual Additions
	(a)	Except as permitted under Section 2.04 or 3.06, the annual addition to a Participant’s Accounts for any Plan Year, which shall be considered the “limitation year” for purposes of Section 415 of the Code, when added to the Participant’s annual addition for that Plan Year under any other qualified defined contribution plan of the Employer or an Affiliated Employer, shall not exceed an amount that is equal to the lesser of (i) one hundred (100) percent of his aggregate remuneration (as defined below) for that Plan Year or (ii) $53,000 as of the Effective Date, adjusted thereafter pursuant to Section 415(d) of the Code.

		The compensation limit referred to in (i) in the previous sentence shall not apply to any contribution for medical benefits after separation from service (within the meaning of Code Sections 401(h) or 419A(f)(2)) that is otherwise treated as an annual addition.

	(b)	For purposes of this Section, the “annual addition” to a Participant’s Accounts under this Plan or any other qualified defined contribution plan (including a deemed qualified defined contribution plan under a qualified defined benefit plan) maintained by the Employer or an Affiliated Employer shall be the sum of:

		(i)	the total contributions, including Tax‑Deferred and Roth Contributions, made on the Participant’s behalf by the Employer and all Affiliated Employers;
		(ii)	all Participant contributions, exclusive of any Rollover Contributions;
		(iii)	forfeitures, if applicable, that have been allocated to the Participant’s Accounts under this Plan or his accounts under any other such qualified defined contribution plan; and
		(iv)	solely for purposes of clause (ii) of subsection (a), above, amounts described in Sections 415(1)(1) and 419A(d)(2) allocated to the Participant.

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	For purposes of this subsection (b), any Tax‑Deferred Contributions or Roth Contributions distributed under Section 14.02 and any Matching Contributions distributed or forfeited under the provisions of Section 14.02, 14.03, and 14.07 shall be included in the annual addition for the year allocated. However, any loan repayments made under Article 7, any excess deferrals timely distributed from the Plan under Section 14.07, and any restorative payments described in Treas. Reg. § 1.415(c)-1(b)(2)(ii)(C) shall be excluded from the definition of annual addition.

(c)	For purposes of this Section, the term “remuneration” with respect to any Participant means his Statutory Compensation not exceeding the Maximum Compensation Limitation.

(d)	If a Participant’s annual addition under the Plan for a limitation year or, if the Participant is participating in another qualified defined contribution plan of the Employer or an Affiliated Employer during a particular limitation year, the Participant’s combined annual addition under the Plan and such other plan for such limitation year, prior to the application of the limitation set forth in subsection (a) above, would exceed that limitation, the Committee shall adjust the Participant’s annual additions under the Plan and such other plan (as applicable) by reducing contributions before they are allocated, in the following order of priority:

	(i)	First, the Participant’s unmatched Tax-Deferred Contributions under Section 3.01A or 3.01B or similar contributions under the other plan shall be reduced to the extent necessary.

	(ii)	Second, the Participant’s unmatched Roth Contributions under Section 3.07 or similar contributions under the other plan shall be reduced to the extent necessary.

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		(iii)	Third, the Participant’s matched Tax-Deferred Contributions and corresponding Matching Contributions under the Plan or similar contributions under the other plan shall be reduced to the extent necessary.

		(iv)	Fourth, the Participant’s matched Roth Contributions and corresponding Matching Contributions under the plan or similar contributions under the other plan shall be reduced to the extent necessary.

		(v)	Fifth, the Participant’s Automatic Contributions under the Plan or similar contributions under the other plan shall be reduced to the extent necessary.

14.06	Return of Contributions
	(a)	If all or part of the Employer’s deductions for contributions to the Plan are disallowed by the Internal Revenue Service, the portion of the contributions to which that disallowance applies shall be returned to the Employer without interest but reduced by any investment loss attributable to those contributions, provided that the portion is returned within one year after the disallowance of the deduction. For this purpose, all contributions made by the Employer are expressly declared to be conditioned on their deductibility under Section 404 of the Code.

	(b)	The Employer may recover, without interest, the amount of its contributions to the Plan made on account of a mistake of fact, reduced by any investment loss attributable to those contributions, if recovery is made within one (1) year after the date of those contributions.

	(c)	In the event that Tax‑Deferred or Roth Contributions are returned to the Employer in accordance with the provisions of this Section, the elections to reduce Compensation that were made by Participants on whose behalf those

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		contributions were made shall be void retroactive to the beginning of the period for which those contributions were made. The Tax‑Deferred or Roth Contributions so returned shall be distributed in cash to those Participants for whom those contributions were made; provided, however, that if the contributions are returned under the provisions of subsection (a) above, the amount of Tax‑Deferred or Roth Contributions to be distributed to Participants shall be adjusted to reflect any investment gains or losses attributable to those contributions.

14.07	Contributions in Excess of Section 402(g) Limit
	(a)	Except as permitted under Section 2.04 or 3.06, in no event shall the Participant’s aggregate Tax-Deferred Contributions, Roth Contributions and similar contributions made on his behalf by the Employer or an Affiliated Employer to all plans, contracts, or arrangements subject to the provisions of Code Section 401(a)(30) in any calendar year exceed the Section 402(g) Limit in effect for such calendar year. If a Participant’s aggregate Tax‑Deferred Contributions and Roth Contributions in a calendar year reach that dollar limit, his election of Tax‑Deferred Contributions (for the avoidance of doubt, including those deemed elected under Section 3.01B) or Roth Contributions for the remainder of the calendar year will be canceled. As of the first pay period of the calendar year following such cancellation, the Participant’s election (or deemed election) of Tax‑Deferred Contributions or Roth Contributions shall again become effective in accordance with his previous election, unless the Participant elects otherwise.

		In the event that the sum of the Tax-Deferred Contributions, Roth Contributions and similar contributions to any other qualified defined contribution plan maintained by the Employer or an Affiliated Employer exceeds the dollar limit set forth above for any calendar year, the Participant shall be deemed to have elected a return of Tax-Deferred Contributions and Roth Contributions in excess of such limit (“excess deferrals”) from this Plan. Tax-Deferred Contributions will be

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		returned first and, to the extent that the excess deferrals are more than the Participant’s Tax-Deferred Contributions for the year, then Roth Contributions equal to the remainder of the excess deferrals will be returned. The excess deferrals, together with earnings, shall be returned to the Participant no later than the April 15 following the end of the calendar year in which the excess deferrals were made. The amount of excess deferrals to be returned for any calendar year shall be reduced by any Tax‑Deferred or Roth Contributions previously returned to the Participant under Section 14.02 for that calendar year. In the event any Tax-Deferred or Roth Contributions returned under this paragraph were matched by Matching Contributions under Section 3.02, those Matching Contributions, together with earnings, shall be forfeited and used to reduce Employer contributions. In the event those Matching Contributions subject to forfeiture have been distributed to the Participant, the Employer shall make reasonable efforts to recover the contributions from the Participant.

	(b)	If a Participant makes tax-deferred or Roth contributions under another qualified defined contribution plan maintained by an employer other than the Employer or an Affiliated Employer for any calendar year and those contributions when added to his Tax‑Deferred Contributions or Roth Contributions exceed the dollar limit under this Section 14.07 for that calendar year, the Participant may allocate all or a portion of such excess deferrals to this Plan. In that event, Tax-Deferred Contributions will be returned first and, to the extent that the excess deferrals are more than the Participant’s Tax-Deferred Contributions for the year, then Roth Contributions equal to the remainder of the excess deferrals will be returned. Such excess deferrals, together with earnings, shall be returned to the Participant no later than the April 15 following the end of the calendar year in which such excess deferrals were made. However, the Plan shall not be required to return excess deferrals unless the Participant notifies the Committee, in writing, by March 1 of that following calendar year of the amount of the excess deferrals allocated to this Plan. The amount of any such excess deferrals to be returned for

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any calendar year shall be reduced by any Tax‑Deferred or Roth Contributions previously returned to the Participant under Section 14.02 for that calendar year. In the event any Tax‑Deferred or Roth Contributions returned under this Section 14.07 were matched by Matching Contributions under Section 3.02, those Matching Contributions, together with earnings, shall be forfeited and used to reduce Employer contributions. In the event those Matching Contributions subject to forfeiture have been distributed to the Participant, the Employer shall make reasonable efforts to recover the contributions from the Participant.

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ARTICLE 15

General Provisions

15.01	No Contract of Employment
	The Plan shall not be deemed to constitute a contract between any Employer and any person or to be considered an inducement for the employment of any person by any Employer. Nothing contained in the Plan shall be deemed:

	(a)	to give any person the right to be retained in the service of an Employer; or

	(b)	to interfere with the right of any Employer to discharge any person at any time without regard to the effect that such discharge shall have on his rights or potential rights, if any, under the Plan.

	(c)	preclude any person from being or continuing to be an “at will” employee.

15.02	Severability
	If any provision or any portion of any provision of this Plan shall be held invalid or unenforceable, the remaining portions of such provision and the remaining provisions of this Plan shall remain valid and enforceable, and the invalid or unenforceable portions or provisions shall remain valid and enforceable as to persons or circumstances unrelated to those as to which there was a holding of invalidity or unenforceability.

15.03	Scrivener’s Errors
	If, due to errors in drafting, any Plan provision does not accurately reflect its intended meaning, as demonstrated by consistent interpretations or other evidence of intent, as determined by the Committee, in its sole and exclusive judgment, the provision may be considered ambiguous and shall be interpreted by all Plan fiduciaries in a fashion consistent with its intent, as determined by the Committee in its sole discretion. The Committee shall amend the Plan retroactively to cure any such ambiguity. This provision

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may not be invoked by any person to require the Plan to be interpreted in a manner that is inconsistent with its interpretation by the Committee.

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IN WITNESS WHEREOF, the Committee has caused this instrument to be executed by its duly authorized representative this 31st day of December, 2015.

	By:	/s/ Eugene Holmes
		Eugene Holmes

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APPENDIX A

RECOGNITION OF SERVICE WITH ACQUISITIONS

OR PREDECESSOR EMPLOYERS

On May 11, 2005, the Company acquired the assets of Avalanche Software, LC. Notwithstanding any contrary provision of the Plan, the Employment Commencement Date for any Employee whose employment with an Employer immediately followed employment with Avalanche Software, LC shall be the first date as of which he would have been credited with an Hour of Service for Avalanche Software, LC if Avalanche Software, LC had been an Employer or Affiliated Employer on such date; provided, however, that no prior employee of Avalanche Software, LC shall become a Participant before May 11, 2005.

APPENDIX B

EMPLOYEES TRANSFERRED FROM

DESIGNATED DISNEY AFFILIATED COMPANIES

Each individual employed by an Employer or an Affiliated Employer on or after August 1, 2012 who transferred or transfers from employment with one of the following:

	·	Hong Kong International Theme Parks Limited
	·	Hong Kong Disneyland Management Limited
	·	Euro Disney SCA
	·	Euro Disney Associates SCA
	·	ED Spectacles SARL
	·	Setemo Imagineering SARL
	·	Euro Disney SAS
	·	Euro Disneyland Imagineering SARL
	·	Shanghai International Theme Park and Resort Management Company Limited
	·	Shanghai International Theme Park Company Limited
	·	Shanghai International Theme Park Associated Facilities Company Limited
	·	Disney International Employment Services Inc.

directly to employment as a Covered Employee shall have his prior service with such entity taken into account, in accordance with Plan rules for crediting service, for purposes of determining his completion of sufficient service to be considered an Eligible Employee pursuant to Section 1.20 or to qualify for Matching Contributions pursuant to Section 3.02(b).

Exhibit 4.9

FIRST AMENDMENT TO THE

DISNEY HOURLY SAVINGS AND INVESTMENT PLAN

AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2015

(WITH AMENDMENTS ADOPTED THROUGH DECEMBER 2015)

WHEREAS, The Walt Disney Company (the “Company”) maintains the Disney Hourly Savings and Investment Plan, as amended and restated effective January 1, 2015 (with amendments adopted through December 2015) (the “Plan”); and

WHEREAS, Article 12 of the Plan authorizes the Committee under the Plan to make certain Plan amendments; and

WHEREAS, the Committee desires to amend the Plan (1) to add automatic enrollment and automatic escalation features for non-union employees, (2) to change the rate of matching contributions for certain participants, and (3) to permit in-plan Roth rollovers;

NOW, THEREFORE, this First Amendment to the Plan is hereby adopted, effective as of January 1, 2018, as set forth below:

1.	Section 1.42 (“Roth Account”) is hereby amended in its entirety to read as follows:

1.42 “Roth Account” means the account maintained for a Participant to record contributions made on his behalf by an Employer pursuant to a Roth Contribution agreement described in Section 3.07, any rollover Roth amounts accepted by the Plan pursuant to Section 3.05(b), any in-Plan Roth rollovers made pursuant to Section 3.05(f), and adjustments relating to Roth Contributions, rollover Roth amounts, or in-plan Roth rollovers.

2.	The final sentence of Section 2.02 (“Participation”) is hereby amended in its entirety to read as follows:

Notwithstanding the foregoing, an Eligible Employee who is not represented by a collective bargaining representative (other than an Hourly ESPN Regular Remote Employee) or who is covered by a collective bargaining agreement between an Employer and Craft Maintenance Union, Florida Local 10 shall become a Participant on the automatic enrollment date (if any) on which a deemed agreement to make Tax-Deferred Contributions on his behalf takes effect under Section 3.01B.

3.	The first sentence of Section 2.03 (“Reemployment of Former Employees and Former Participants”) of the Plan is hereby amended in its entirety to read as follows:

Any person reemployed by an Employer as an Eligible Employee who was previously a Participant or was previously eligible to become a Participant shall be immediately eligible to become a Participant in the Plan, provided that a person reemployed as an Eligible Employee who is not represented by a collective bargaining representative (other than an Hourly ESPN Regular Remote Employee) or who is covered by a collective bargaining agreement between an Employer and Craft Maintenance Union, Florida Local 10 shall become a Participant on the automatic enrollment date (if any), following his reemployment, on which a deemed agreement to make Tax-Deferred Contributions on his behalf takes effect under Section 3.01B.

4.	The second sentence of Section 3.01A(c) (“Automatic Enrollment in Tax-Deferred Contributions”) of the Plan is hereby amended in its entirety to read as follows:

An election (or deemed election) of Tax-Deferred Contributions shall remain in force until suspended, canceled, or changed in the form and manner specified by the Committee or in accordance with another provision of the Plan and shall automatically apply to increases in the Participant’s Compensation.

5.	Section 3.01B (“Automatic Enrollment in Tax-Deferred Contributions”) of the Plan is hereby amended in its entirety to read as follows:

	3.01B Automatic Enrollment in Tax-Deferred Contributions

	Notwithstanding Section 3.01A, an Eligible Employee who is not represented by a collective bargaining representative (other than an Hourly ESPN Regular Remote Employee) or who is covered by a collective bargaining agreement between an Employer and Craft Maintenance Union, Florida Local 10 shall be deemed to have entered into an agreement with his Employer as described in Section 3.01A(a), effective as of his “automatic enrollment date” (as defined below), to reduce his Compensation by the “applicable percentage” (as defined below) and to have that amount contributed to the Plan as Tax-Deferred Contributions; provided, however, that such deemed agreement shall not take effect if:

	(a)	Before his automatic enrollment date, the Eligible Employee has entered into an affirmative agreement to make Tax-Deferred Contributions under Section 3.01A or Roth Contributions under Section 3.07;

	(b)	The Eligible Employee has revoked such deemed agreement in advance of his automatic enrollment date by electing to change the percent by which his Compensation will be reduced to zero, at the time and in the form and manner prescribed by the Committee; or

	(c)	The Eligible Employee is no longer an Eligible Employee on his automatic enrollment date.

For purposes of this Section 3.01B:

	(d)	The “automatic enrollment date” for an eligible Employee who is covered by a collective bargaining agreement between an Employer and Craft Maintenance Union, Florida Local 10 shall be the first payroll processing date that occurs after the 30th day following the later of (i) the most recent date on which he becomes (by reason of hire or implementation of the Plan) or again becomes (by reason of employment transfer or rehire) an Eligible Employee or (ii) the date notice (describing the Plan’s automatic enrollment feature, how the Employee can elect not to contribute or to contribute at a different rate, and the Plan’s default investment procedures) is mailed or otherwise delivered to the Eligible Employee by the Committee with respect to the date described in clause (i).

	(e)	The “automatic enrollment date” for an eligible Employee who is not represented by a collective bargaining representative (other than an Hourly ESPN Regular Remote Employee) shall be the first payroll processing date that occurs after the 30th day following the later of (i) the most recent date on or after January 1, 2018, on which he becomes (by reason of hire or implementation of the Plan) or again becomes (by reason of employment transfer or rehire) an Eligible Employee or (ii) the date notice (describing the Plan’s automatic enrollment feature, how the Employee can elect not to contribute or to contribute at a different rate, and the Plan’s default investment procedures) is mailed or otherwise delivered to the Eligible Employee by the Committee with respect to the date described in clause (i).

	(e)	The “applicable percentage” for an Eligible Employee who is not represented by a collective bargaining representative (other than an Hourly ESPN Regular Remote Employee) is four (4) percent.

	(f)	The “applicable percentage” for an Eligible Employee who is covered by a collective bargaining agreement between an Employer and Craft Maintenance Union, Florida Local 10 is one (1) percent.

Once effective, a deemed agreement to make Tax-Deferred Contributions under this Section 3.01B shall remain in effect until it is replaced with an affirmative contribution election under Section 3.01A or 3.07 or otherwise ceases to be effective in accordance with Section 3.01A(c). At least 30 days prior to each Plan Year during which a deemed agreement described in this Section remains in effect for a Participant, the Committee also shall provide the Participant with the notice described in clause (ii) of subsection (d) or clause (ii) of subsection (e) above, as applicable. Effective January 1, 2019, and each January 1st thereafter, an Eligible Employee who is not represented by a collective bargaining representative (other than an Hourly ESPN Regular Remote Employee) and whose Tax-Deferred Contributions are, as of that date, being made pursuant to a deemed election under this Section 3.01B (including any prior increase under this sentence) shall be deemed to have further elected to increase the percentage of his future Compensation to be contributed to the Plan as Tax-Deferred Contributions by 1%, provided that an Eligible Employee’s contribution percentage shall not be increased above 10% by reason of this paragraph.

6.	Section 3.02(a) (“Matching Contributions”) of the Plan is hereby amended in its entirety to read as follows:

(a)

Each Employer will contribute

	(i)	with respect to a Participant employed by it who (A) is not represented by a collective bargaining representative and is not an Hourly ESPN Regular Remote Employee and (B) has met the eligibility requirements set forth in Section 3.02(b), a Matching Contribution equal to 75% of so much of the aggregate Tax-Deferred Contributions and Roth Contributions made on behalf of the Participant for the Plan Year as do not exceed 4% of the Participant’s Compensation for the Plan Year, determined without regard to the Maximum Compensation Limitation, disregarding, for the Plan Year in which the Participant first satisfies the eligibility requirements, contributions made and Compensation earned before the Participant satisfies the eligibility requirements or enrolls in the Plan (including a deemed enrollment under Section 3.01B), if later; provided, however, that Matching Contributions made on behalf of a Participant for any Plan Year under this paragraph (i) shall not exceed 3% of the Participant’s Compensation for the Plan Year, limited by the Maximum Compensation Limitation; and

	(ii)	except as provided otherwise in (iii) below, with respect to a Participant employed by it who (A) is covered by a collective bargaining agreement which provides for his participation in the Plan and (B) has met the eligibility requirements set forth in Section 3.02(b), a Matching Contribution equal to 50% of so much of the aggregate Tax-Deferred Contributions and Roth Contributions made on behalf of the Participant for the Plan Year as do not exceed 4% of the Participant’s Compensation for the Plan Year, determined without regard to the Maximum Compensation Limitation, disregarding, for the Plan Year in which the Participant first satisfies the eligibility requirements, contributions made and Compensation earned before the Participant satisfies the eligibility requirements or enrolls in the Plan, if later; provided, however, that Matching Contributions made on behalf of a Participant for any Plan Year under this paragraph (ii) shall not exceed 2% of the Participant’s Compensation for the Plan Year, limited by the Maximum Compensation Limitation. Notwithstanding the foregoing, the Participant’s Matching Contribution shall be determined as described in the applicable collective bargaining agreement if that agreement provides for a Matching Contribution rate that differs from the rate described above in this paragraph (ii) (including providing for a Matching Contribution rate of 0%) and provided further that any change to the Matching Contribution rate made through a collective bargaining agreement shall be effective only on a prospective basis after written notice of such change has been provided by the collective bargaining agent to the Committee.

	(iii)	with respect to a Participant employed by it who (A) is covered by a collective bargaining agreement between an Employer and Craft Maintenance Union, Florida Local 10 which provides for his participation in the Plan and (B) has met the age requirement for eligibility for Matching Contributions set forth in Section 3.02(b), a Matching Contribution equal to the sum of (x) 75% of so much of the aggregate Tax-Deferred Contributions and Roth Contributions made on behalf of the Participant for the Plan Year as do not exceed 4% of the Participant’s Compensation for the Plan Year, and (y) 25% of so much of the aggregate Tax-Deferred Contributions and Roth Contributions made on behalf of the Participant for the Plan Year as exceed 4% of the Participant’s Compensation for the Plan Year but do not exceed 8% of the Participant’s Compensation for the Plan Year, in each case determined without regard to the Maximum Compensation Limitation, disregarding, for the Plan Year in which the Participant first satisfies the eligibility requirements, contributions made and Compensation earned before the Participant satisfies the eligibility requirements or enrolls in the Plan (including a deemed enrollment under Section 3.01B), if later; provided, however, that Matching Contributions made on behalf of a Participant for any Plan Year under this paragraph (iii) shall not exceed 4% of the Participant’s Compensation for the Plan Year, limited by the Maximum Compensation Limitation. Notwithstanding the foregoing, for a Participant described in this paragraph (iii):

	(A)	the Matching Contribution shall be determined as described in the applicable collective bargaining agreement if that agreement provides for a Matching Contribution rate that differs from the rate described above in this paragraph (iii) (including providing for a Matching Contribution rate of 0%) and provided further that any change to the Matching Contribution rate made through a collective bargaining agreement shall be effective only on a prospective basis after written notice of such change has been provided by the collective bargaining agent to the Committee; and

	(B)	a one-time additional Matching Contribution equal to $150.00 shall be contributed for each such Participant who affirmatively elects to make Tax-Deferred Contributions or Roth Contributions under the Plan within 90 days after the date (determined by the Committee) on which the Plan is first implemented for Eligible Employees who are covered by a collective bargaining agreement between an Employer and Craft Maintenance Union, Florida Local 10; such Matching Contribution shall relate to the Plan Year in which such implementation occurs.

(iv)

in addition to the Matching Contribution in Section 3.02(a)(i), effective January 1, 2018, with respect to a Participant described in Section 3.02(a)(i) who is not an “Eligible Employee” as defined in the Disney Associated Companies’ Retirement Plan or who is such an “Eligible Employee” but who has ceased accruing benefits under the Disney Associated Companies’ Retirement Plan on account having accrued the maximum benefit that may be accrued by such person under the terms of that plan, a Matching Contribution equal to 50% of so much of the aggregate Tax-Deferred Contributions and Roth Contributions made on behalf of the Participant for the Plan Year as exceed 4% of the Participant’s Compensation for the Plan Year but do not exceed 8% of the Participant’s Compensation for the Plan Year, determined without regard to the Maximum Compensation Limitation, disregarding, for the Plan Year in which the Participant first satisfies the eligibility requirements for matching contributions under this paragraph (iv), contributions made and Compensation earned before the Participant satisfies such eligibility requirements or enrolls in the Plan (including a deemed enrollment under Section 3.01B), if later; provided, however, that Matching Contributions made on behalf of a Participant for any Plan Year under this paragraph (iv) shall not exceed 2% of the Participant’s Compensation for the Plan Year, limited by the Maximum Compensation Limitation.

7.	A new Section 3.05(f) is hereby added to the Plan to read in its entirety as follows:

(f)

Subject to any restrictions and guidelines prescribed by the Committee, a Participant may elect to make an in-plan Roth rollover as described in, and to the extent permitted by Code Section 402A(c)(4), IRS Notices 2010-84, 2010-51 I.R.B. 872 (Dec. 20, 2010) and 2013-74, 2013-52 I.R.B. 819 (Dec. 23, 2013). An in-plan Roth rollover (and any earnings thereon) shall remain subject to the same restrictions on withdrawals and distributions that apply to the Account from which the in-plan Roth rollover was transferred.

8.	Section 4.02(f) (“Roth Contributions”) of the Plan is hereby amended in its entirety to read as follows:

(f)

Roth Contributions: As of each Valuation Date, the Roth Contributions and any rollover Roth amounts received by the Trust Fund since the immediately preceding Valuation Date and any in-plan Roth rollovers transferred from other Accounts since the immediately preceding Valuation Date shall be allocated to the Roth Accounts of the Participants on whose behalf such Roth Contributions, Roth rollovers, and in-plan Roth rollovers were made.

IN WITNESS WHEREOF, the undersigned has caused this First Amendment to be executed this 27^th day of December, 2017.



		/s/ Jeffrey E. Shapiro
		Jeffrey E. Shapiro

Exhibit 5.1

March 20, 2019

The Board of Directors

The Walt Disney Company

500 South Buena Vista Street

Burbank, California 91521

The Walt Disney Company

Registration Statement on Form S-8

Ladies and Gentlemen:

I, as Associate General Counsel and Assistant Secretary of The Walt Disney Company (formerly known as “TWDC Holdco 613 Corp.”), a Delaware corporation (the “Company”), or attorneys under my supervision, in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration by the Company of shares of common stock, par value $0.01 per share, of the Company (the “Shares”), issuable pursuant to The Walt Disney Company Amended and Restated 2011 Stock Incentive Plan, The Walt Disney Company/Pixar 2004 Equity Incentive Plan, the Disney Savings and Investment Plan, the Disney Hourly Savings and Investment Plan and the Twenty-First Century Fox, Inc. 2013 Long-Term Incentive Plan (the “Plans”), have examined and relied on originals or copies, certified or otherwise identified to my satisfaction, of the following:

(a) the Restated Certificate of Incorporation of the Company in effect as of the date hereof (the “Disney Charter”);

(b) the Amended and Restated Bylaws of the Company in effect as of the date hereof (the “Disney Bylaws”);

(d) the Plans;

(e) various corporate records and proceedings relating to the registration and organization of the Company and the issuance by the Company of the Shares; and

(f) the Registration Statement.

I, or attorneys under my supervision, have also examined originals or copies, certified or otherwise identified to my satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as I have deemed necessary or appropriate as a basis for the opinions set forth herein.

In my examination, I, or attorneys under my supervision, have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making my examination of executed documents, I have assumed that the parties thereto, other than the Company, had

the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinions expressed herein that I did not independently establish or verify, I have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Act.

I am admitted to the bar in the District of Columbia, and I do not express any opinion as to any laws other than the General Corporation Law of the State of Delaware. Insofar as the opinions expressed herein relate to matters governed by laws other than those set forth in the preceding sentence, I have assumed, without having made any independent investigation, that such laws do not affect any of the opinions set forth herein. The opinions expressed herein are based on laws in effect on the date hereof, which laws are subject to change with possible retroactive effect.

Based upon the foregoing, and subject to the limitations, qualifications, exceptions and assumptions set forth herein, I am of the opinion that when the Shares are issued in accordance with the terms and conditions of the applicable Plan, the Shares will be validly issued, fully paid and non-assessable.

I hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

		Very truly yours,


		/s/ Roger J. Patterson
		Roger J. Patterson
		Registered In-House Counsel in California

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of The Walt Disney Company of our report dated November 21, 2018, except for the effects of the change in composition of reportable segments as discussed in Note 1 to the consolidated financial statements, as to which the date is February 15, 2019 relating to the financial statements, and the effectiveness of internal control over financial reporting, which appears in The Walt Disney Company's Current Report on Form 8-K dated February 15, 2019.

We also consent to the incorporation by reference in this Registration Statement of our reports dated June 27, 2018 relating to the financial statements, which appears in the Annual Reports of The Disney Savings and Investment Plan and The Disney Hourly Savings and Investment Plan on Forms 11-K for the year ended December 31, 2017.

/s/ PricewaterhouseCoopers LLP

Los Angeles, California

March 20, 2019

Exhibit 24.1

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Alan N. Braverman, Christine M. McCarthy, Jolene E. Negre and Roger J. Patterson, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

Principal Executive Officer	Chairman and Chief Executive Officer

/s/ Robert A. Iger		March 20, 2019
Robert A. Iger	(Principal Executive Officer)

Principal Financial and Accounting Officers

/s/ Christine M. McCarthy	Senior Executive Vice President and Chief	March 20, 2019
Christine M. McCarthy	Financial Officer (Principal Financial Officer)

/s/ Brent A. Woodford	Executive Vice President-Controllership, Financial,	March 20, 2019
Brent A. Woodford	Planning and Tax (Principal Accounting Officer)

Directors

/s/ Susan E. Arnold	Director	March 20, 2019
Susan E. Arnold

/s/ Mary T. Barra	Director	March 20, 2019
Mary T. Barra

/s/ Safra A. Catz	Director	March 20, 2019
Safra A. Catz

/s/ Francis A. deSouza	Director	March 20, 2019
Francis A. deSouza

/s/ Michael Froman	Director	March 20, 2019
Michael Froman

/s/ Robert A. Iger	Chairman of the Board and Director	March 20, 2019
Robert A. Iger

/s/ Maria Elena Lagomasino	Director	March 20, 2019
Maria Elena Lagomasino

Signature	Title	Date

/s/ Mark G. Parker	Director	March 20, 2019
Mark G. Parker

/s/ Derica W. Rice	Director	March 20, 2019
Derica W. Rice

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