Benefit Plans And Key Employees Deferred Compensation And Retirement Plan - WALT DISNEY CO/ - 12-19-1997 by DIS-Agreements

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									EXHIBIT 10(s) UNANIMOUS WRITTEN CONSENT OF THE INVESTMENT AND ADMINISTRATIVE COMMITTEE OF THE WALT DISNEY COMPANY SPONSORED QUALIFIED BENEFIT PLANS AND KEY EMPLOYEES DEFERRED COMPENSATION AND RETIREMENT PLAN The undersigned, being all of the members of the Investment and Administrative Committee of the Walt Disney Company Sponsored Qualified Benefit Plans and Key Employees Deferred Compensation Retirement Plan (the "Committee"), hereby takes the following action on written consent with the same effect as if such action were taken at a duly held meeting of the Committee: WHEREAS, The Walt Disney Company (the "Corporation") maintains the Disney Salaried Savings and Investment Plan, as amended and restated effective January 1, 1987 (the "Plan"); and WHEREAS, Article 11 of the Plan authorizes the Committee under the Plan to make certain Plan amendments. NOW, THEREFORE, BE IT RESOLVED, that the Second Amendment to the Plan be and hereby is adopted effective December 1, 1996 as follows; and 1. Section 7.02(b) of the Plan is hereby amended by deleting the third and fourth sentences thereof in their entirety and substituting the following therefor: Such shares that are unallocated, if any, as of any voting record date, and such shares as to which the Trustee receives no written instructions from Participants, shall be voted by the Trustee on each matter in the same proportion (for, against, and abstention) as it votes those shares for which the Trustee received voting

directions from Participants. Notwithstanding the above, in the event of a tender offer, the Trustee shall vote such shares as determined in the prior sentence in accordance with voting directions received from the Company. FURTHER RESOLVED, that Christopher Zyda and Barbara Kellams of the Corporation and any officer of the Corporation be, and each hereby is, authorized to take any and all actions deemed necessary or appropriate to effectuate the intent of the foregoing resolutions, including, but not limited to, adopting amendments to the Trust Agreement between Fidelity Management Trust Company and The Walt Disney Company consistent with the foregoing resolution.

EXHIBIT 10(u) Capital Cities/ABC, Inc.

directions from Participants. Notwithstanding the above, in the event of a tender offer, the Trustee shall vote such shares as determined in the prior sentence in accordance with voting directions received from the Company. FURTHER RESOLVED, that Christopher Zyda and Barbara Kellams of the Corporation and any officer of the Corporation be, and each hereby is, authorized to take any and all actions deemed necessary or appropriate to effectuate the intent of the foregoing resolutions, including, but not limited to, adopting amendments to the Trust Agreement between Fidelity Management Trust Company and The Walt Disney Company consistent with the foregoing resolution.

EXHIBIT 10(u) Capital Cities/ABC, Inc. Savings & Investment Plan RESOLVED, that the Capital Cities/ABC, Inc. Savings & Investment Plan be amended as follows, effective January 1, 1989: 1. Section 1.1(aa)(1) is amended to read as follows: "compensation" means compensation within the meaning of Treasury Regulation Section 1.415-2(d)(2) and (3), plus all elective or salary- reduction contributions to a cafeteria plan or deferred arrangement; 2. Section 6.07(c)(1) is amended by deleting "(determined in accordance with Section 401(k)(8)(B) of the Code)" and replacing it with "(determined in accordance with paragraph (3), below)." 3. Section 6.07(c)(1) is amended by adding the following at the end thereof: The gains or losses on excess contributions shall be determined by multiplying the total annual earnings (positive or negative) for the Plan Year in the Member's Pre-Tax Contribution Account by a fraction, the numerator of which is the amount of the excess contributions and the denominator of which is the value of the Member's PreTax Contribution Account as of the last day of the Plan Year, reduced by any positive earnings (or increased by any negative earnings) credited to the Member's Pre-Tax Contribution Account for the Plan Year. 4. Section 6.07(c) is amended by adding the following immediately after paragraph (2) thereof: (3) The amount of the excess contributions for a Highly Compensated Employee for a Plan Year is the amount (if any) by which his Pre-Tax Contributions must be reduced in order for his actual deferral ratio to equal the highest permitted deferral ratio under the plan. To calculate the highest permitted deferral ratio under the Plan, the actual deferral ratio of the Highly Compensated Employee with the highest actual deferral ratio is reduced by the amount required to cause his actual deferral ratio to equal the actual deferral ratio of the Highly Compensated Employee with the next highest actual deferral ratio. If a lesser reduction would enable the Plan to satisfy the actual deferral percentage test, only the lesser reduction may be made. This process shall be repeated until the Plan satisfies the

actual deferral percentage test. The highest actual deferral ratio remaining under the Plan after the foregoing leveling process has been completed shall be the highest permitted actual deferral ratio. This paragraph (3) shall be interpreted and applied in accordance with Treasury Regulation Section 1.401(k)-1(f)(2). 5. Section 6.07(e)(1) is amended by deleting "(determined in accordance with Section 401(m)(6)(B))" and replacing it with "(determined in accordance with paragraph (3), below)." 6. Section 6.07(e)(1) is amended by adding the following at the end thereof: The gains or losses on excess aggregate contributions shall be determined by multiplying the total annual earnings

EXHIBIT 10(u) Capital Cities/ABC, Inc. Savings & Investment Plan RESOLVED, that the Capital Cities/ABC, Inc. Savings & Investment Plan be amended as follows, effective January 1, 1989: 1. Section 1.1(aa)(1) is amended to read as follows: "compensation" means compensation within the meaning of Treasury Regulation Section 1.415-2(d)(2) and (3), plus all elective or salary- reduction contributions to a cafeteria plan or deferred arrangement; 2. Section 6.07(c)(1) is amended by deleting "(determined in accordance with Section 401(k)(8)(B) of the Code)" and replacing it with "(determined in accordance with paragraph (3), below)." 3. Section 6.07(c)(1) is amended by adding the following at the end thereof: The gains or losses on excess contributions shall be determined by multiplying the total annual earnings (positive or negative) for the Plan Year in the Member's Pre-Tax Contribution Account by a fraction, the numerator of which is the amount of the excess contributions and the denominator of which is the value of the Member's PreTax Contribution Account as of the last day of the Plan Year, reduced by any positive earnings (or increased by any negative earnings) credited to the Member's Pre-Tax Contribution Account for the Plan Year. 4. Section 6.07(c) is amended by adding the following immediately after paragraph (2) thereof: (3) The amount of the excess contributions for a Highly Compensated Employee for a Plan Year is the amount (if any) by which his Pre-Tax Contributions must be reduced in order for his actual deferral ratio to equal the highest permitted deferral ratio under the plan. To calculate the highest permitted deferral ratio under the Plan, the actual deferral ratio of the Highly Compensated Employee with the highest actual deferral ratio is reduced by the amount required to cause his actual deferral ratio to equal the actual deferral ratio of the Highly Compensated Employee with the next highest actual deferral ratio. If a lesser reduction would enable the Plan to satisfy the actual deferral percentage test, only the lesser reduction may be made. This process shall be repeated until the Plan satisfies the

actual deferral percentage test. The highest actual deferral ratio remaining under the Plan after the foregoing leveling process has been completed shall be the highest permitted actual deferral ratio. This paragraph (3) shall be interpreted and applied in accordance with Treasury Regulation Section 1.401(k)-1(f)(2). 5. Section 6.07(e)(1) is amended by deleting "(determined in accordance with Section 401(m)(6)(B))" and replacing it with "(determined in accordance with paragraph (3), below)." 6. Section 6.07(e)(1) is amended by adding the following at the end thereof: The gains or losses on excess aggregate contributions shall be determined by multiplying the total annual earnings (positive or negative) for the Plan Year in the Member's After-Tax Contribution and Company Matching Accounts by a fraction, the numerator of which is the amount of the excess aggregate contributions and the denominator of which is the value of the Member's After-Tax Contribution and Company Matching Accounts as of the last day of the Plan Year, reduced by any positive earnings (or increased by any negative earnings) credited to the Member's After-Tax Contribution and Matching Contribution Accounts for the Plan Year. 7. Section 6.07(e) is amended by adding the following immediately after paragraph (2) thereof: (3) The amount of the excess aggregate contributions for a Highly Compensated Employee for a Plan Year is the amount (if any) by which his After-Tax and Company Matching Contributions must be reduced in order for his actual contribution ratio to equal the highest permitted actual contribution ratio under the Plan. To calculate the highest permitted actual contribution ratio under the Plan, the actual contribution ratio of the Highly Compensated

actual deferral percentage test. The highest actual deferral ratio remaining under the Plan after the foregoing leveling process has been completed shall be the highest permitted actual deferral ratio. This paragraph (3) shall be interpreted and applied in accordance with Treasury Regulation Section 1.401(k)-1(f)(2). 5. Section 6.07(e)(1) is amended by deleting "(determined in accordance with Section 401(m)(6)(B))" and replacing it with "(determined in accordance with paragraph (3), below)." 6. Section 6.07(e)(1) is amended by adding the following at the end thereof: The gains or losses on excess aggregate contributions shall be determined by multiplying the total annual earnings (positive or negative) for the Plan Year in the Member's After-Tax Contribution and Company Matching Accounts by a fraction, the numerator of which is the amount of the excess aggregate contributions and the denominator of which is the value of the Member's After-Tax Contribution and Company Matching Accounts as of the last day of the Plan Year, reduced by any positive earnings (or increased by any negative earnings) credited to the Member's After-Tax Contribution and Matching Contribution Accounts for the Plan Year. 7. Section 6.07(e) is amended by adding the following immediately after paragraph (2) thereof: (3) The amount of the excess aggregate contributions for a Highly Compensated Employee for a Plan Year is the amount (if any) by which his After-Tax and Company Matching Contributions must be reduced in order for his actual contribution ratio to equal the highest permitted actual contribution ratio under the Plan. To calculate the highest permitted actual contribution ratio under the Plan, the actual contribution ratio of the Highly Compensated Employee with the highest actual contribution ratio is reduced by the amount required to cause his actual contribution ratio to equal the actual contribution ratio of the Highly Compensated Employee with the next highest actual contribution ratio. If a lesser reduction would enable the Plan to satisfy the actual contribution percentage test, only the lesser reduction may be made. This process shall be repeated until the Plan satisfies the actual contribution percentage test. The highest actual contribution ration remaining under the Plan after the foregoing leveling process has been completed shall be the

highest permitted actual contribution ratio. This paragraph (3) shall be interpreted and applied in accordance with Treasury Regulation Section 1.401(m)-1(e)(2)(i). And it is further RESOLVED, that the appropriate officers of this Corporation be and are hereby authorized to take all actions necessary or appropriate to implement the preceding resolutions for each of the above plans.

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF ABC, INC. The undersigned, being all of the members of the Board of Directors of ABC, Inc. (the "Board"), hereby takes the following action on written consent with the same effect as if such action were taken at a duly held meeting of the Board: WHEREAS, ABC, Inc. (the "Corporation") maintains the ABC, Inc. Savings and Investment Plan (the "Plan");

highest permitted actual contribution ratio. This paragraph (3) shall be interpreted and applied in accordance with Treasury Regulation Section 1.401(m)-1(e)(2)(i). And it is further RESOLVED, that the appropriate officers of this Corporation be and are hereby authorized to take all actions necessary or appropriate to implement the preceding resolutions for each of the above plans.

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF ABC, INC. The undersigned, being all of the members of the Board of Directors of ABC, Inc. (the "Board"), hereby takes the following action on written consent with the same effect as if such action were taken at a duly held meeting of the Board: WHEREAS, ABC, Inc. (the "Corporation") maintains the ABC, Inc. Savings and Investment Plan (the "Plan"); and WHEREAS, Article XV of the Plan authorizes the Board to amend the Plan. NOW, THEREFORE, BE IT RESOLVED, that the Plan be amended as follows, effective December 1, 1996: 1. Section 8.01(a) of the Plan is amended by deleting the last two sentences thereof in their entirety and substituting the following therefor: With respect to the shares of Common Stock reflecting a Member's proportional interest in The Walt Disney Company Common Stock Fund for which it has received no directions from the Member, the Trustee shall vote such shares in the same proportion (for, against and abstention) on each issue as it votes those shares reflecting Members' proportional interests in The Walt Disney Common Stock Fund for which the Trustee received voting directions from Members. Notwithstanding the above, with respect to such shares for which the Trustee has received no voting directions, in the event of a tender offer, the Trustee shall vote such shares in accordance with voting directions received from the Corporation. 2. Section 8.01(b) of the Plan is amended in its entirety to read as follows:

The Trustee shall vote that number of shares of Common Stock that are not reflected in the Members' proportional interests in The Walt Disney Company Common Stock Fund in the same ratio (for, against and abstention) on each issue as it votes those shares reflecting Members' proportional voting interests in The Walt Disney Company Common Stock Fund for which it receives voting directions from Members. Notwithstanding the above, in the event of a tender offer, the Trustee shall vote such unallocated shares in accordance with voting directions received from the Corporation. FURTHER RESOLVED, that the appropriate officers of the Corporation be and hereby are authorized to take all action necessary or appropriate to effectuate the intent of the foregoing resolutions, including but not limited to, adopting amendments to the Trust Agreement between Fidelity Management Trust Company and ABC, Inc.

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF ABC, INC. The undersigned, being all of the members of the Board of Directors of ABC, Inc. (the "Board"), hereby takes the following action on written consent with the same effect as if such action were taken at a duly held meeting of the Board: WHEREAS, ABC, Inc. (the "Corporation") maintains the ABC, Inc. Savings and Investment Plan (the "Plan"); and WHEREAS, Article XV of the Plan authorizes the Board to amend the Plan. NOW, THEREFORE, BE IT RESOLVED, that the Plan be amended as follows, effective December 1, 1996: 1. Section 8.01(a) of the Plan is amended by deleting the last two sentences thereof in their entirety and substituting the following therefor: With respect to the shares of Common Stock reflecting a Member's proportional interest in The Walt Disney Company Common Stock Fund for which it has received no directions from the Member, the Trustee shall vote such shares in the same proportion (for, against and abstention) on each issue as it votes those shares reflecting Members' proportional interests in The Walt Disney Common Stock Fund for which the Trustee received voting directions from Members. Notwithstanding the above, with respect to such shares for which the Trustee has received no voting directions, in the event of a tender offer, the Trustee shall vote such shares in accordance with voting directions received from the Corporation. 2. Section 8.01(b) of the Plan is amended in its entirety to read as follows:

The Trustee shall vote that number of shares of Common Stock that are not reflected in the Members' proportional interests in The Walt Disney Company Common Stock Fund in the same ratio (for, against and abstention) on each issue as it votes those shares reflecting Members' proportional voting interests in The Walt Disney Company Common Stock Fund for which it receives voting directions from Members. Notwithstanding the above, in the event of a tender offer, the Trustee shall vote such unallocated shares in accordance with voting directions received from the Corporation. FURTHER RESOLVED, that the appropriate officers of the Corporation be and hereby are authorized to take all action necessary or appropriate to effectuate the intent of the foregoing resolutions, including but not limited to, adopting amendments to the Trust Agreement between Fidelity Management Trust Company and ABC, Inc. consistent with the foregoing resolution.

Capital Cities/ABC, Inc. Savings & Investment Plan RESOLVED, that the Capital Cities/ABC, Inc. Savings & Investment Plan be amended as follows, effective immediately following the date on which the merger of Capital Cities/ABC, Inc. with DCB Merger Corp. becomes effective (and this Resolution shall not become effective unless and until such merger becomes effective); provided that paragraph 6, below, and paragraph 10 of Schedule XXII, below, shall become effective on January 18, 1996:

The Trustee shall vote that number of shares of Common Stock that are not reflected in the Members' proportional interests in The Walt Disney Company Common Stock Fund in the same ratio (for, against and abstention) on each issue as it votes those shares reflecting Members' proportional voting interests in The Walt Disney Company Common Stock Fund for which it receives voting directions from Members. Notwithstanding the above, in the event of a tender offer, the Trustee shall vote such unallocated shares in accordance with voting directions received from the Corporation. FURTHER RESOLVED, that the appropriate officers of the Corporation be and hereby are authorized to take all action necessary or appropriate to effectuate the intent of the foregoing resolutions, including but not limited to, adopting amendments to the Trust Agreement between Fidelity Management Trust Company and ABC, Inc. consistent with the foregoing resolution.

Capital Cities/ABC, Inc. Savings & Investment Plan RESOLVED, that the Capital Cities/ABC, Inc. Savings & Investment Plan be amended as follows, effective immediately following the date on which the merger of Capital Cities/ABC, Inc. with DCB Merger Corp. becomes effective (and this Resolution shall not become effective unless and until such merger becomes effective); provided that paragraph 6, below, and paragraph 10 of Schedule XXII, below, shall become effective on January 18, 1996: 1. All references in the Plan (as amended by the preceding paragraphs) to the "Capital Cities/ABC, Inc. Common Stock Fund" shall be changed to "The Walt Disney Company Common Stock Fund." 2. Section 1.01(a) is amended to read in its entirety as follows: (a) "Account" - a Member's After-Tax Contribution Account, Pre-Tax Contribution Account, Company Matching Account, and, if applicable, old Company Matching Account, maintained in accordance with Section 7.07. 3. Section 1.01(k) is amended to read in its entirety as follows: (k) "Common Stock" - the common stock of Disney. 4. Section 1.01(m) is amended to read in its entirety as follows: (m) "Company Matching Account" - the bookkeeping account, maintained in accordance with Section 7.07, that reflects the current value of the Company Matching Contributions made with respect to the Member on or after the Merger Date. 5. The following Section 1.01(s-1) is added to the Plan immediately after Section 1.01(s): (s-1) "Disney" - The Walt Disney Company, a Delaware corporation. 6. The following Sections 1.01(kk-1) and 1.01(kk-2) are added to the Plan immediately after Section 1.01(kk):

(kk-1) "Merger" - the merger of the Corporation with DCB Merger Corp., a Delaware corporation. (kk-2) "Merger Date" - the effective date of the Merger. 7. The following Section 1.01(mm-1) is added to the Plan immediately after Section 1.01(mm): (mm-1) "Old Company Matching Account" - the bookkeeping account, maintained in accordance with Section 7.07, that reflects the current value of the Company Matching Contributions made with respect to the Member before the Merger Date.

Capital Cities/ABC, Inc. Savings & Investment Plan RESOLVED, that the Capital Cities/ABC, Inc. Savings & Investment Plan be amended as follows, effective immediately following the date on which the merger of Capital Cities/ABC, Inc. with DCB Merger Corp. becomes effective (and this Resolution shall not become effective unless and until such merger becomes effective); provided that paragraph 6, below, and paragraph 10 of Schedule XXII, below, shall become effective on January 18, 1996: 1. All references in the Plan (as amended by the preceding paragraphs) to the "Capital Cities/ABC, Inc. Common Stock Fund" shall be changed to "The Walt Disney Company Common Stock Fund." 2. Section 1.01(a) is amended to read in its entirety as follows: (a) "Account" - a Member's After-Tax Contribution Account, Pre-Tax Contribution Account, Company Matching Account, and, if applicable, old Company Matching Account, maintained in accordance with Section 7.07. 3. Section 1.01(k) is amended to read in its entirety as follows: (k) "Common Stock" - the common stock of Disney. 4. Section 1.01(m) is amended to read in its entirety as follows: (m) "Company Matching Account" - the bookkeeping account, maintained in accordance with Section 7.07, that reflects the current value of the Company Matching Contributions made with respect to the Member on or after the Merger Date. 5. The following Section 1.01(s-1) is added to the Plan immediately after Section 1.01(s): (s-1) "Disney" - The Walt Disney Company, a Delaware corporation. 6. The following Sections 1.01(kk-1) and 1.01(kk-2) are added to the Plan immediately after Section 1.01(kk):

(kk-1) "Merger" - the merger of the Corporation with DCB Merger Corp., a Delaware corporation. (kk-2) "Merger Date" - the effective date of the Merger. 7. The following Section 1.01(mm-1) is added to the Plan immediately after Section 1.01(mm): (mm-1) "Old Company Matching Account" - the bookkeeping account, maintained in accordance with Section 7.07, that reflects the current value of the Company Matching Contributions made with respect to the Member before the Merger Date. 8. Section 4.04 is amended by adding the following subsection (f) immediately following subsection (e) thereof: (f) For purposes of this Section 4.04, all references to the Member's Company Matching Account shall be deemed to refer both to the Member's Company Matching Account and to the Member's Old Company Matching Account, if any. 9. The last sentence of Section 5.04(b) is amended to read as follows: Company Matching Contributions made on behalf of a Member shall be credited to his Old Company Contribution Account (for Company Matching Contributions made before the Merger Date) or to his Company Matching Account (for Company Matching Contributions made on or after the Merger Date) as soon as practicable after the Company Matching Contributions are received by the Trustee.

(kk-1) "Merger" - the merger of the Corporation with DCB Merger Corp., a Delaware corporation. (kk-2) "Merger Date" - the effective date of the Merger. 7. The following Section 1.01(mm-1) is added to the Plan immediately after Section 1.01(mm): (mm-1) "Old Company Matching Account" - the bookkeeping account, maintained in accordance with Section 7.07, that reflects the current value of the Company Matching Contributions made with respect to the Member before the Merger Date. 8. Section 4.04 is amended by adding the following subsection (f) immediately following subsection (e) thereof: (f) For purposes of this Section 4.04, all references to the Member's Company Matching Account shall be deemed to refer both to the Member's Company Matching Account and to the Member's Old Company Matching Account, if any. 9. The last sentence of Section 5.04(b) is amended to read as follows: Company Matching Contributions made on behalf of a Member shall be credited to his Old Company Contribution Account (for Company Matching Contributions made before the Merger Date) or to his Company Matching Account (for Company Matching Contributions made on or after the Merger Date) as soon as practicable after the Company Matching Contributions are received by the Trustee. 10. The third and fourth sentences of Section 7.03(a)(1) of the Plan are deleted and replaced by the following: The Trustee shall regularly purchase, or cause to be purchased, Common Stock in the open market in accordance with a non-discretionary purchasing program. 11. Section 7.07(a) is amended to read in its entirety as follows: (a) A Pre-Tax Contribution Account, an After-Tax Contribution Account, and a Company Matching Account shall be established for each Member. In addition, an Old Company Matching Account shall be established for each Member or Beneficiary for whom immediately before the Merger Date, there was in effect a Company Matching Account (as that term was defined

by the Plan immediately before the Merger Date). The Member's interest in each Investment Fund that is allocable to the Pre-Tax Contributions made on behalf of the Member shall be credited to his Pre-Tax Contribution Account. The Member's interest in each Investment Fund that is allocable to the Member's AfterTax Contributions shall be credited to his After-Tax Contribution Account. The Member's interest in each Investment Fund that is allocable to Company Matching Contributions made before the Merger Date shall be credited to his Old Company Matching Account. The Member's interest in The Walt Disney Company Common Stock Fund that is allocable to Company Matching Contributions with respect to the Member made on or after the Merger Date shall be credited to his Company Matching Account. The Member's interest in each Investment Fund that is allocable to any Rollover Contribution with respect to the Member shall be credited to the Member's Pre-Tax Contribution Account, After-Tax Contribution Account, Old Company Matching Account, and/or Company Matching Account, as determined by the Committee in its discretion. 12. Section 9.03(b) is amended by adding the following at the end thereof: Any amount restored or repaid pursuant to this Section 9.03(b) shall be credited to the Account to with such amount was credited when it was previously forfeited or distributed, as the case may be. 13. Article IX is amended by adding the following Section 9.04 immediately after Section 9.03: 9.04 Old Company Matching Account. On and after the Merger Date, all references in this Article IX to a Member's Company Matching Account shall be deemed to refer both to the Member's Company Matching

by the Plan immediately before the Merger Date). The Member's interest in each Investment Fund that is allocable to the Pre-Tax Contributions made on behalf of the Member shall be credited to his Pre-Tax Contribution Account. The Member's interest in each Investment Fund that is allocable to the Member's AfterTax Contributions shall be credited to his After-Tax Contribution Account. The Member's interest in each Investment Fund that is allocable to Company Matching Contributions made before the Merger Date shall be credited to his Old Company Matching Account. The Member's interest in The Walt Disney Company Common Stock Fund that is allocable to Company Matching Contributions with respect to the Member made on or after the Merger Date shall be credited to his Company Matching Account. The Member's interest in each Investment Fund that is allocable to any Rollover Contribution with respect to the Member shall be credited to the Member's Pre-Tax Contribution Account, After-Tax Contribution Account, Old Company Matching Account, and/or Company Matching Account, as determined by the Committee in its discretion. 12. Section 9.03(b) is amended by adding the following at the end thereof: Any amount restored or repaid pursuant to this Section 9.03(b) shall be credited to the Account to with such amount was credited when it was previously forfeited or distributed, as the case may be. 13. Article IX is amended by adding the following Section 9.04 immediately after Section 9.03: 9.04 Old Company Matching Account. On and after the Merger Date, all references in this Article IX to a Member's Company Matching Account shall be deemed to refer both to the Member's Company Matching Account and to the Member's Old Company Matching Account, if any. 14. Section 11.03(a) is amended to read in its entirety as follows: (a) Subject to the restrictions imposed by this Article XI, if a Member satisfies the requirements of subsections (b) and (c), below, the Member may withdraw all or part of the Value of his Pre-Tax Contribution Account (excluding any gains on Pre-Tax Contributions other than gains credited to his Pre-Tax Contribution Account as of December 31, 1988) and his nonforfeitable interest in the Value of his Company Matching Account and his Old Company Matching Account, if any.

15. Section 11.06(c) is deleted and replaced by the following: (c) then, from the Member's Old Company Matching Account (to the extent of the Member's nonforfeitable interest therein) pursuant to Section 11.03 (to the extent then available), and (d) last, from the Member's Company Matching Account (to the extent of the Member's nonforfeitable interest therein) pursuant to Section 11.03 (to the extent then available). 16. The following Schedule XXII is added to the Plan immediately following Schedule XXI: SCHEDULE XXII MERGER WITH THE WALT DISNEY COMPANY 1. This Schedule governs the disposition of the Capital Cities/ABC, Inc. Common Stock Fund and the treatment of each Member's Old Company Matching Account and Company Matching Account following the Merger. For purposes of this Schedule, the term "Capital Cities/ABC, Inc. Common Stock Fund" shall have the meaning given to that term by the Plan as in effect immediately before the Merger Date. 2. Each Member with an interest in the Capital Cities/ABC, Inc. Common Stock Fund shall have the right to instruct the Trustee whether such Member wishes to make a Standard Election, a Stock Election, or a Cash Election for each share of Common Stock represented by the Member's interest in the Capital Cities/ABC, Inc. Common Stock Fund. The terms and conditions under which a Member may provide such an instruction to the Trustee shall be determined by the Trustee in its discretion. If a Member does not provide such an instruction to

15. Section 11.06(c) is deleted and replaced by the following: (c) then, from the Member's Old Company Matching Account (to the extent of the Member's nonforfeitable interest therein) pursuant to Section 11.03 (to the extent then available), and (d) last, from the Member's Company Matching Account (to the extent of the Member's nonforfeitable interest therein) pursuant to Section 11.03 (to the extent then available). 16. The following Schedule XXII is added to the Plan immediately following Schedule XXI: SCHEDULE XXII MERGER WITH THE WALT DISNEY COMPANY 1. This Schedule governs the disposition of the Capital Cities/ABC, Inc. Common Stock Fund and the treatment of each Member's Old Company Matching Account and Company Matching Account following the Merger. For purposes of this Schedule, the term "Capital Cities/ABC, Inc. Common Stock Fund" shall have the meaning given to that term by the Plan as in effect immediately before the Merger Date. 2. Each Member with an interest in the Capital Cities/ABC, Inc. Common Stock Fund shall have the right to instruct the Trustee whether such Member wishes to make a Standard Election, a Stock Election, or a Cash Election for each share of Common Stock represented by the Member's interest in the Capital Cities/ABC, Inc. Common Stock Fund. The terms and conditions under which a Member may provide such an instruction to the Trustee shall be determined by the Trustee in its discretion. If a Member does not provide such an instruction to the Trustee in accordance with such terms and conditions, the Member's interest in the Capital Cities/ABC, Inc. Common Stock Fund shall be governed by the Cash Election. For purposes of this Schedule, the terms "Standard Election," "Stock Election," and "Cash Election" shall have the meanings given to them by the Amended and Restated Agreement and Plan of Reorganization, dated as of July 31, 1995 by and between The Walt Disney Company and the Corporation. 3. The Trustee shall make a Standard Election, a Stock Election, and/or a Cash Election with respect to the shares of Common Stock in the Capital Cities/ABC, Inc. Common Stock Fund in accordance with the instructions it has received (or is deemed to have received) from Members in accordance with paragraph 2 of this Schedule.

4. Any cash received by the Trustee as a result of the Merger in respect of the Member's interest in the Capital Cities/ABC, Inc. Common Stock Fund shall be transferred to the Fidelity Retirement Money Market Fund described in Section 7.03(a)(2) of the Plan. 5. Any Common Stock received by the Trustee as a result of the Merger in respect of the Member's interest in the Capital Cities/ABC, Inc. Common Stock Fund shall be held initially in The Walt Disney Company Common Stock Fund. 6. Any cash and Common Stock received by the Trustee as a result of the Merger in respect of a Member's interest in the Capital Cities/ABC, Inc. Common Stock Fund shall be credited to the Member's Old Company Matching Account to the extent that the Member's interest in the Capital Cities/ABC, Inc. Common Stock Fund was credited to the Member's Company Matching Account immediately before the Merger. 7. Any cash and Common Stock received by the Trustee as a result of the Merger in respect of a Member's interest in the Capital Cities/ABC, Inc. Common Stock Fund shall be credited to the Member's After-Tax Contribution Account or Pre-Tax Contribution Account to the extent that the Member's interest in the Capital Cities/ABC, Inc. Common Stock Fund was credited to the Member's After-Tax Contribution Account or PreTax Contribution Account, as the case may be, immediately before the Merger. 8. Changes in the allocation of amounts credits to a Member's Old Company Matching Account (adjusted to

4. Any cash received by the Trustee as a result of the Merger in respect of the Member's interest in the Capital Cities/ABC, Inc. Common Stock Fund shall be transferred to the Fidelity Retirement Money Market Fund described in Section 7.03(a)(2) of the Plan. 5. Any Common Stock received by the Trustee as a result of the Merger in respect of the Member's interest in the Capital Cities/ABC, Inc. Common Stock Fund shall be held initially in The Walt Disney Company Common Stock Fund. 6. Any cash and Common Stock received by the Trustee as a result of the Merger in respect of a Member's interest in the Capital Cities/ABC, Inc. Common Stock Fund shall be credited to the Member's Old Company Matching Account to the extent that the Member's interest in the Capital Cities/ABC, Inc. Common Stock Fund was credited to the Member's Company Matching Account immediately before the Merger. 7. Any cash and Common Stock received by the Trustee as a result of the Merger in respect of a Member's interest in the Capital Cities/ABC, Inc. Common Stock Fund shall be credited to the Member's After-Tax Contribution Account or Pre-Tax Contribution Account to the extent that the Member's interest in the Capital Cities/ABC, Inc. Common Stock Fund was credited to the Member's After-Tax Contribution Account or PreTax Contribution Account, as the case may be, immediately before the Merger. 8. Changes in the allocation of amounts credits to a Member's Old Company Matching Account (adjusted to reflect subsequent investment experience) among the Investment Funds shall be governed by the provisions of Section 7.05 of the Plan. 9. Notwithstanding any provision of the Plan to the contrary, Pre-Tax contributions, After Tax Contributions, and Rollover Contributions for the month preceding the month in which the Merger Date occurs, to the extent such contributions otherwise would have been allocated to the Capital Cities/ABC, Inc. Common Stock Fund, and all Company Matching Contributions for the month preceding the month in which the Merger Date occurs, shall be allocated to the Fidelity Retirement Money Market Fund described in Section 7.03(a)(2) of the Plan. Changes in the allocation of such contributions (adjusted to reflect subsequent investment experience) shall be governed by the provisions of Section 7.05 of the Plan. 10. Notwithstanding any provision of the Plan to the contrary, the Committee may suspend, curtail, or postpone certain Plan operations (including, but not limited to, distributions, withdrawals, and loans from the Plan) following approval of the

Merger by the shareholders of the Company to the extent that the Committee determines that such action is necessary or appropriate to take into account the unavailability of the Plan of complete, accurate, and current information regarding Capital Cities/ABC, Inc. Common Stock Fund and The Walt Disney Company Common Stock Fund during the period following approval of the Merger by the shareholders of the Company.

UNANIMOUS WRITTEN CONSENT IN LIEU OF A MEETING OF THE BOARD OF DIRECTORS OF CAPITAL CITIES/ABC, INC. The undersigned, being all of the members of the Board of Directors of Capital Cities/ABC, Inc., hereby take the following action on unanimous written consent, with the same effect as if such action were taken at a duly held meeting of the Board of Directors: ...RESOLVED, that Capital Cities/ABC, Inc. Savings & Investment Plan be and hereby is amended, effective January 26, 1996, by adding a new Schedule XXII in the form attached hereto, immediately following Schedule

Merger by the shareholders of the Company to the extent that the Committee determines that such action is necessary or appropriate to take into account the unavailability of the Plan of complete, accurate, and current information regarding Capital Cities/ABC, Inc. Common Stock Fund and The Walt Disney Company Common Stock Fund during the period following approval of the Merger by the shareholders of the Company.

UNANIMOUS WRITTEN CONSENT IN LIEU OF A MEETING OF THE BOARD OF DIRECTORS OF CAPITAL CITIES/ABC, INC. The undersigned, being all of the members of the Board of Directors of Capital Cities/ABC, Inc., hereby take the following action on unanimous written consent, with the same effect as if such action were taken at a duly held meeting of the Board of Directors: ...RESOLVED, that Capital Cities/ABC, Inc. Savings & Investment Plan be and hereby is amended, effective January 26, 1996, by adding a new Schedule XXII in the form attached hereto, immediately following Schedule XXI; and be it further SCHEDULE XXII SPECIAL PROVISIONS APPLICABLE TO EMPLOYEES OF INTERNATIONAL MEDICAL NEWS GROUP Each Member who was employed by the International Medical News Group of Capital Cities Media, Inc. on January 26, 1996, shall be fully vested in his Account as of January 26, 1996.

ABC, INC. CONSENT OF DIRECTORS AS OF DECEMBER 26, 1996 The undersigned, being all of the members of the Board of Directors of ABC, Inc., a New York corporation (the "Corporation"), hereby take the following actions and consents to the adoption of the following resolutions pursuant to the Bylaws of the Corporation: ...RESOLVED, that each employee benefit plan of the Corporation (collectively, the "Plans") be, and each of them hereby is, amended by substituting "ABC, Inc." for "Capital Cities/ABC, Inc." wherever the latter term appears in either the title or the text of each Plan; and further

EXHIBIT 10(O) EXCESS LIABILITY INSURANCE PLAN SUMMARY DESCRIPTION The Walt Disney Company provides certain key employees with personal

UNANIMOUS WRITTEN CONSENT IN LIEU OF A MEETING OF THE BOARD OF DIRECTORS OF CAPITAL CITIES/ABC, INC. The undersigned, being all of the members of the Board of Directors of Capital Cities/ABC, Inc., hereby take the following action on unanimous written consent, with the same effect as if such action were taken at a duly held meeting of the Board of Directors: ...RESOLVED, that Capital Cities/ABC, Inc. Savings & Investment Plan be and hereby is amended, effective January 26, 1996, by adding a new Schedule XXII in the form attached hereto, immediately following Schedule XXI; and be it further SCHEDULE XXII SPECIAL PROVISIONS APPLICABLE TO EMPLOYEES OF INTERNATIONAL MEDICAL NEWS GROUP Each Member who was employed by the International Medical News Group of Capital Cities Media, Inc. on January 26, 1996, shall be fully vested in his Account as of January 26, 1996.

ABC, INC. CONSENT OF DIRECTORS AS OF DECEMBER 26, 1996 The undersigned, being all of the members of the Board of Directors of ABC, Inc., a New York corporation (the "Corporation"), hereby take the following actions and consents to the adoption of the following resolutions pursuant to the Bylaws of the Corporation: ...RESOLVED, that each employee benefit plan of the Corporation (collectively, the "Plans") be, and each of them hereby is, amended by substituting "ABC, Inc." for "Capital Cities/ABC, Inc." wherever the latter term appears in either the title or the text of each Plan; and further

EXHIBIT 10(O) EXCESS LIABILITY INSURANCE PLAN SUMMARY DESCRIPTION The Walt Disney Company provides certain key employees with personal liability insurance coverage up to five million dollars. Benefits supplement each such employee's personal homeowner's and automobile liability insurance coverage.

ABC, INC. CONSENT OF DIRECTORS AS OF DECEMBER 26, 1996 The undersigned, being all of the members of the Board of Directors of ABC, Inc., a New York corporation (the "Corporation"), hereby take the following actions and consents to the adoption of the following resolutions pursuant to the Bylaws of the Corporation: ...RESOLVED, that each employee benefit plan of the Corporation (collectively, the "Plans") be, and each of them hereby is, amended by substituting "ABC, Inc." for "Capital Cities/ABC, Inc." wherever the latter term appears in either the title or the text of each Plan; and further

EXHIBIT 10(O) EXCESS LIABILITY INSURANCE PLAN SUMMARY DESCRIPTION The Walt Disney Company provides certain key employees with personal liability insurance coverage up to five million dollars. Benefits supplement each such employee's personal homeowner's and automobile liability insurance coverage. Attached hereto is a representative sample of the insurance policy provided to a participant under the Excess Liability Insurance Plan.

EXHIBIT 10(o) CNA FOR ALL THE COMMITMENTS YOU MAKE EXCESS LIABILITY POLICY DECLARATION
COLUMBIA CASUALTY COMPANY Symbol CNA Insurance Companies GPE CNA Plaza Chicago, IL 60685 --------------------------------------------------------------------------------------------------------Producer's Name and Seabury & Smith Producer Code Address 700 North Brand Boulevard, #1100 975-945824 Glendale, CA 91203-1238 --------------------------------------------------------------------------------------------------------Named Insured The Chairman & Chief Executive Officer, President and Chief Operation Offi and above of Business Unit (a) reporting directly to the Chairman and Pres Executives of The Walt Disney Company and as per Endt. No. 1 (a-b) --------------------------------------------------------------------------------------------------------Sponsoring Organization and The Walt Disney Company Address 500 South Buena Vista Street Burbank, California 91521 --------------------------------------------------------------------------------------------------------Policy Period From May 01, 1997 through May 01, 1999 12:01 a.m. Standard Time at the Address of the Sponsoring Organization as --------------------------------------------------------------------------------------------------------Policy Issued by

EXHIBIT 10(O) EXCESS LIABILITY INSURANCE PLAN SUMMARY DESCRIPTION The Walt Disney Company provides certain key employees with personal liability insurance coverage up to five million dollars. Benefits supplement each such employee's personal homeowner's and automobile liability insurance coverage. Attached hereto is a representative sample of the insurance policy provided to a participant under the Excess Liability Insurance Plan.

EXHIBIT 10(o) CNA FOR ALL THE COMMITMENTS YOU MAKE EXCESS LIABILITY POLICY DECLARATION
Policy Issued by COLUMBIA CASUALTY COMPANY Symbol CNA Insurance Companies GPE CNA Plaza Chicago, IL 60685 --------------------------------------------------------------------------------------------------------Producer's Name and Seabury & Smith Producer Code Address 700 North Brand Boulevard, #1100 975-945824 Glendale, CA 91203-1238 --------------------------------------------------------------------------------------------------------Named Insured The Chairman & Chief Executive Officer, President and Chief Operation Offi and above of Business Unit (a) reporting directly to the Chairman and Pres Executives of The Walt Disney Company and as per Endt. No. 1 (a-b) --------------------------------------------------------------------------------------------------------Sponsoring Organization and The Walt Disney Company Address 500 South Buena Vista Street Burbank, California 91521 --------------------------------------------------------------------------------------------------------Policy Period From May 01, 1997 through May 01, 1999 12:01 a.m. Standard Time at the Address of the Sponsoring Organization as --------------------------------------------------------------------------------------------------------Limit of Liability $ See Endt. No. 2 Each Occurre --------------------------------------------------------------------------------------------------------Retained Limits $500.00 Each Occurre --------------------------------------------------------------------------------------------------------The Named Insured Agrees to Maintain during the term of the policy at least the following underlying cov underlying limits for the Automobile Liability (Cars or Recreational Vehicles) and Comprehensive Persona exists, the Named Insured further agrees to maintain at least the following underlying coverages and min Limits for Watercraft and Employers Liability. --------------------------------------------------------------------------------------------------------EXPOSURES COVERAGES MIN --------------------------------------------------------------------------Automobile (Cars and Bodily Injury $250,000 Per Recreational Vehicles Property Damage Occurrence $ except snowmobiles) ---------------------------------------------------------------------------or$300,000 Per Combined Single Limit ($325,000 in --------------------------------------------------------------------------Homeowners Combined Single Limit $100,000 Per Personal Liability (Required for all property owned or rented) --------------------------------------------------------------------------Watercraft Liability Bodily Injury/Property Damage $100,000 Per

Schedule of Required

EXHIBIT 10(o) CNA FOR ALL THE COMMITMENTS YOU MAKE EXCESS LIABILITY POLICY DECLARATION
Policy Issued by COLUMBIA CASUALTY COMPANY Symbol CNA Insurance Companies GPE CNA Plaza Chicago, IL 60685 --------------------------------------------------------------------------------------------------------Producer's Name and Seabury & Smith Producer Code Address 700 North Brand Boulevard, #1100 975-945824 Glendale, CA 91203-1238 --------------------------------------------------------------------------------------------------------Named Insured The Chairman & Chief Executive Officer, President and Chief Operation Offi and above of Business Unit (a) reporting directly to the Chairman and Pres Executives of The Walt Disney Company and as per Endt. No. 1 (a-b) --------------------------------------------------------------------------------------------------------Sponsoring Organization and The Walt Disney Company Address 500 South Buena Vista Street Burbank, California 91521 --------------------------------------------------------------------------------------------------------Policy Period From May 01, 1997 through May 01, 1999 12:01 a.m. Standard Time at the Address of the Sponsoring Organization as --------------------------------------------------------------------------------------------------------Limit of Liability $ See Endt. No. 2 Each Occurre --------------------------------------------------------------------------------------------------------Retained Limits $500.00 Each Occurre --------------------------------------------------------------------------------------------------------The Named Insured Agrees to Maintain during the term of the policy at least the following underlying cov underlying limits for the Automobile Liability (Cars or Recreational Vehicles) and Comprehensive Persona exists, the Named Insured further agrees to maintain at least the following underlying coverages and min Limits for Watercraft and Employers Liability. --------------------------------------------------------------------------------------------------------EXPOSURES COVERAGES MIN --------------------------------------------------------------------------Automobile (Cars and Bodily Injury $250,000 Per Recreational Vehicles Property Damage Occurrence $ except snowmobiles) ---------------------------------------------------------------------------or$300,000 Per Combined Single Limit ($325,000 in --------------------------------------------------------------------------Homeowners Combined Single Limit $100,000 Per Personal Liability (Required for all property owned or rented) --------------------------------------------------------------------------Schedule of Required Watercraft Liability Bodily Injury/Property Damage $100,000 Per Underlying Limits or Combined Single Limit --------------------------------------------------------------------------Employers Liability Combined Single Limit $100,000 Per --------------------------------------------------------------------------Snowmobile Liability Bodily Injury $100,000 Per Property Damage Occurrence $ ----------------------------------------------or$300,000 Per Combined Single Limit --------------------------------------------------------------------------UM/UIM (only Bodily Injury $250,000 Per when coverage is Property Damage Occurrence $ provided under this policy) ----------------------------------------------or$300,000 Per Combined Single Limit ($325,000 in --------------------------------------------------------------------------------------------------------Premium $62,105.00 Advance Premium payable at inception --------------------------------------------------------------------------------------------------------Endorsements Forming a part of this policy at inception. Endorsement No. 1-(a-b)5 -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dated at New York, NY this 15 day of May, 1997

Dated at New York, NY this 15 day of May, 1997 Countersigned by: Chairman of the Board

EXHIBIT 10(o) EXCESS LIABILITY POLICY INTRODUCTION Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the "Named Insured" shown in the declarations. "Named Insured" means the person shown as the Named Insured in the Policy Declarations and that person's spouse, if he or she lives in the same household. Wherever used in this policy, "we," "us" and "our" refer to the company providing this insurance. INSURING AGREEMENT If the Sponsoring Organization pays the premium, and you and the Sponsoring Organization comply with policy terms, we agree with you as follows: We will pay all sums, more fully defined by the term Net Loss, that the Insured becomes legally obligated to pay for Personal Injury or Property Damage in excess of the Required Underlying Limit or in excess of the Retained Limit, if applicable. This insurance applies to Personal Injury and Property Damage only if: 1. The Personal Injury or Property Damage is caused by an Occurrence that takes place in the Policy Territory; and 2. The Personal Injury or Property Damage occurs during the policy period. WHAT WE DO NOT COVER We do not provide coverage for: 1. Personal Injury or Property Damage caused intentionally by any person. This does not apply to: (a) any act by an Insured while trying to prevent or eliminate danger in the use of Cars or watercraft; or (b) while trying to protect persons or property; 2. Personal Injury or Property Damage arising out of the ownership, maintenance or use of any aircraft or hovercraft. This does not apply to: (a) model airplanes of the hobby type which do not carry people or cargo. (b) an aircraft chartered with crew by an Insured. 3. Personal Injury or Property Damage arising out of any watercraft you own, rent or use, or is in your care custody or control if it is:

EXHIBIT 10(o) EXCESS LIABILITY POLICY INTRODUCTION Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the "Named Insured" shown in the declarations. "Named Insured" means the person shown as the Named Insured in the Policy Declarations and that person's spouse, if he or she lives in the same household. Wherever used in this policy, "we," "us" and "our" refer to the company providing this insurance. INSURING AGREEMENT If the Sponsoring Organization pays the premium, and you and the Sponsoring Organization comply with policy terms, we agree with you as follows: We will pay all sums, more fully defined by the term Net Loss, that the Insured becomes legally obligated to pay for Personal Injury or Property Damage in excess of the Required Underlying Limit or in excess of the Retained Limit, if applicable. This insurance applies to Personal Injury and Property Damage only if: 1. The Personal Injury or Property Damage is caused by an Occurrence that takes place in the Policy Territory; and 2. The Personal Injury or Property Damage occurs during the policy period. WHAT WE DO NOT COVER We do not provide coverage for: 1. Personal Injury or Property Damage caused intentionally by any person. This does not apply to: (a) any act by an Insured while trying to prevent or eliminate danger in the use of Cars or watercraft; or (b) while trying to protect persons or property; 2. Personal Injury or Property Damage arising out of the ownership, maintenance or use of any aircraft or hovercraft. This does not apply to: (a) model airplanes of the hobby type which do not carry people or cargo. (b) an aircraft chartered with crew by an Insured. 3. Personal Injury or Property Damage arising out of any watercraft you own, rent or use, or is in your care custody or control if it is: (a) powered by an inboard or inboard/outboard motor of more than 50 horsepower; (b) a sailing vessel (with or without auxiliary power) 26 feet or more in overall length; (c) powered by any outboard motor(s), singly or in combination, of more than 25 total horsepower. This restriction does not apply to such watercraft if they are covered by required underlying liability Insurance.

We will not pay for or defend any claims that are, or should be, covered under any kind of maritime statutes. 4. Personal Injury or Property Damage arising out of the use of any Car or watercraft in any prearranged or organized race, speed contest, other competition or practice. However, this exclusion does not apply to sailboats.

EXHIBIT 10(o) 5. Personal Injury or Property damage resulting from any act or failure to act by any Insured as a director or officer of any organization. This does not apply to: (a) positions in a non-profit organization for which the Insured does not receive pay. (b) coverage up to $1,000,000 aggregate limit of liability to the Sponsoring Organization, and it's Insureds against loss arising from any claim which is made against the Insureds and reported to the Insurer during the policy term by reason of any Wrongful Act, relative to the administration of this excess policy. Condition: The Insured agrees to provide the insurer with copies of any written communication sent to members of the Defined Group (as shown on the policy declarations) regarding this excess liability coverage PRIOR to distribution. The Insurer retains the right to review, modify, or amend the communication as deemed appropriate. Failure to conform to this condition shall void any coverage extended. 6. Personal Injury or Property Damage for providing or failing to provide professional services by: (a) the Insured or; (b) any person for whom the Insured is legally responsible. 7. Personal injury or Property Damage resulting from your Business Activity or business property. This exclusion does not apply to: (a) housing property you rent out or are holding for rental for use as a place to live. But such property; must be covered by required underlying limits. By "housing property", we mean 1,2,3, or 4 family houses, and any smaller detached structures on the property such as a garage or storage shed, the grounds, and private roads on the property. Housing property also includes that part of any other dwelling that you are occupying as your residence. Those parts of any housing property that you are renting out or holding for rental as a place to live are not considered business property unless more than three roomers or boarders per family are living there. Parts of housing property that you rent out or hold for rental for use as private garages are not considered business property. (b) activities which are described in an endorsement attached to this policy; (c) the use of any Private Passenger Car provided it is not used to carry persons or property for a fee. This exclusion does not apply to a share-the-expense ride. (d) volunteer work for charity. (e) incidental business activities which generate less than $5,000 in gross annual revenues. 8. Personal Injury or Property Damage covered by a nuclear energy liability policy or that would have been covered by any such policy if its limit had not been exceeded. 9. Personal Injury arising out of the transmission of, or threat of transmission of, a communicable sickness or disease by an Insured. 10. Any obligation for which an Insured may be held liable under any workers compensation, non-occupational disability, unemployment compensation, or similar law. 11. Property Damage to: (a) property owned by an Insured. (b) any other property which is rented to, used by, occupied by, or in the care, custody, or control of an Insured. However, this only applies to the extent that the Insured has agreed in writing to provide insurance for this

EXHIBIT 10(o) 5. Personal Injury or Property damage resulting from any act or failure to act by any Insured as a director or officer of any organization. This does not apply to: (a) positions in a non-profit organization for which the Insured does not receive pay. (b) coverage up to $1,000,000 aggregate limit of liability to the Sponsoring Organization, and it's Insureds against loss arising from any claim which is made against the Insureds and reported to the Insurer during the policy term by reason of any Wrongful Act, relative to the administration of this excess policy. Condition: The Insured agrees to provide the insurer with copies of any written communication sent to members of the Defined Group (as shown on the policy declarations) regarding this excess liability coverage PRIOR to distribution. The Insurer retains the right to review, modify, or amend the communication as deemed appropriate. Failure to conform to this condition shall void any coverage extended. 6. Personal Injury or Property Damage for providing or failing to provide professional services by: (a) the Insured or; (b) any person for whom the Insured is legally responsible. 7. Personal injury or Property Damage resulting from your Business Activity or business property. This exclusion does not apply to: (a) housing property you rent out or are holding for rental for use as a place to live. But such property; must be covered by required underlying limits. By "housing property", we mean 1,2,3, or 4 family houses, and any smaller detached structures on the property such as a garage or storage shed, the grounds, and private roads on the property. Housing property also includes that part of any other dwelling that you are occupying as your residence. Those parts of any housing property that you are renting out or holding for rental as a place to live are not considered business property unless more than three roomers or boarders per family are living there. Parts of housing property that you rent out or hold for rental for use as private garages are not considered business property. (b) activities which are described in an endorsement attached to this policy; (c) the use of any Private Passenger Car provided it is not used to carry persons or property for a fee. This exclusion does not apply to a share-the-expense ride. (d) volunteer work for charity. (e) incidental business activities which generate less than $5,000 in gross annual revenues. 8. Personal Injury or Property Damage covered by a nuclear energy liability policy or that would have been covered by any such policy if its limit had not been exceeded. 9. Personal Injury arising out of the transmission of, or threat of transmission of, a communicable sickness or disease by an Insured. 10. Any obligation for which an Insured may be held liable under any workers compensation, non-occupational disability, unemployment compensation, or similar law. 11. Property Damage to: (a) property owned by an Insured. (b) any other property which is rented to, used by, occupied by, or in the care, custody, or control of an Insured. However, this only applies to the extent that the Insured has agreed in writing to provide insurance for this property. 12. The owner or lessee of a Car or watercraft loaned to or hired by you. 13. Sums which an Insured is entitled to recover from the owner or operator of an "Uninsured Motor Vehicle."

EXHIBIT 10(o) DEFENSE OF SUITS NOT COVERED BY OTHER INSURANCE DEFENSE We will defend any suit for damages which is not covered by the types of polices described in the Schedule of Underlying Limits of the Declarations or any other available insurance. This applies only if the basis of the suit is covered by this policy. We will settle or defend any claim or suit as we feel appropriate with counsel approved by us. Our duty to settle or defend ends when our limit of liability has been exhausted. The Insured must reimburse us for any amount within the Retained Limit. If the law does not permit us to comply with this agreement, we will pay any expense that is incurred with our consent. SUPPLEMENTARY PAYMENTS In addition to our limit of liability, we will pay on behalf of an Insured: 1. The cost of bail bonds required because of an occurrence. This includes related traffic law violations, resulting in Bodily Injury or Property Damage covered under this policy. 2. All costs taxed against an Insured. 3. Premiums on appeal bonds and bonds to release attachments in any suit we defend. 4. Interest accruing after a judgment is entered in any suit we defend. Our duty to pay interest ends when we offer to pay that part of the judgment which does not exceed our limit of liability for this coverage. 5. Other reasonable expenses incurred at our request. This does include loss of earnings up to $100 per day or a maximum of $5,000. The amounts we pay for defense, and the other supplementary payments described above, will not reduce the limits of insurance. LIMITS OF LIABILITY The limit of liability shown in the Declarations is the amount you have selected and is the maximum amount that we will pay for all damages for Personal Injury and Property Damage from any one Occurrence. This amount is the most we will pay and will not be added to in any way, multiplied by any factor, or otherwise increased for any reason, regardless of the number of: . Insureds suits brought claims made . premiums charged or premiums shown, either separately or collectively, in the Declarations, or in any other document attached to or made part of your policy. . Cars or watercraft owned or involved in the Occurrence. We will be liable only for the Net Loss resulting from any one Occurrence: 1. in excess of your Required Underlying Limit or 2. if applicable, in excess of your Retained Limit or 3. in excess of valid and collectible insurance, or the Retained Limit, whichever is greater, if the Occurrence arises from the use of a Car or motorcycle which is hired by you or loaned to you for a period of thirty (30) days or less. Any Car or motorcycle hired by you or loaned to you for a period of more than thirty (30) days shall be subject to the Required Underlying Limit for Automobile Liability on the Policy Declarations. 4. in excess of valid and collectible insurance or the Retained Limit, whichever is greater, if the Occurrence arises from the use of a watercraft which is hired by you or loaned to you for a period of thirty (30) days or less. Any watercraft hired by you or loaned to you for a period of more than thirty (30) days shall be subject to the Required Underlying Limit for watercraft liability on the Policy Declarations.

EXHIBIT 10(o) GENERAL CONDITIONS DUTIES AFTER AN OCCURRENCE As soon after an injury or Occurrence takes place that is likely to involve coverage under this policy, we must be notified promptly. You or the Sponsoring Organization should tell us how, when and where the Occurrence happened. You or the Sponsoring Organization should also include the names and address of any injured persons and of any witnesses. A person seeking any coverage must: 1. cooperate with the underlying insurers, as required by their policies, and with us in the investigation, settlement or defense of any claim or suit. 2. promptly tell us if a claim is made or a suit is brought. That person must also send to us or the underlying insurer copies of any notices of legal papers received concerning the Occurrence. 3. attend hearings and trials. 4. cooperate in securing and giving evidence. 5. cooperate in having witnesses attend. 6. At our request, enforce any right of contribution or indemnity against any person or organization who may be liable to the Insured, because of a loss covered under this policy. APPEALS If the Insured or any underlying insurer elects not to appeal a judgment which exceeds the underlying or Retained Limit, we may elect to do so. We shall be responsible for all costs, taxes, expenses and interests on judgments incidental to the appeal. WHEN LOSS PAYABLE The Insured may make claim for payment after the Net Loss has been determined in excess of: 1. the Required Underlying Limit or 2. the Retained Limit, if applicable. This will be determined after a trial or by written agreement of the Insured, the claimant and us. LEGAL ACTION AGAINST US No legal action shall be brought against us: 1. unless the Insured has fully complied with all the terms of this policy; and 2. until the amount of the Insured's Ultimate Net Loss in excess of the Retained Limit has been finally settled. This amount may be determined either by judgment against the Insured, or by written agreement signed by the Insured, the claimant and us. Anyone who has secured such a judgment or written agreement may then recover under this policy to the extent of the insurance it provides. No one has any right under this policy to join us as a party to any action against the Insured to determine the Insured's liability; nor shall an Insured or his legal representative sue us. If any Insured becomes bankrupt or insolvent during the policy period, we shall not be relieved of our obligations. However, the policy, unless cancelled, shall cover the Insured's legal representative for the remainder of the term.

EXHIBIT 10(o) GENERAL CONDITIONS DUTIES AFTER AN OCCURRENCE As soon after an injury or Occurrence takes place that is likely to involve coverage under this policy, we must be notified promptly. You or the Sponsoring Organization should tell us how, when and where the Occurrence happened. You or the Sponsoring Organization should also include the names and address of any injured persons and of any witnesses. A person seeking any coverage must: 1. cooperate with the underlying insurers, as required by their policies, and with us in the investigation, settlement or defense of any claim or suit. 2. promptly tell us if a claim is made or a suit is brought. That person must also send to us or the underlying insurer copies of any notices of legal papers received concerning the Occurrence. 3. attend hearings and trials. 4. cooperate in securing and giving evidence. 5. cooperate in having witnesses attend. 6. At our request, enforce any right of contribution or indemnity against any person or organization who may be liable to the Insured, because of a loss covered under this policy. APPEALS If the Insured or any underlying insurer elects not to appeal a judgment which exceeds the underlying or Retained Limit, we may elect to do so. We shall be responsible for all costs, taxes, expenses and interests on judgments incidental to the appeal. WHEN LOSS PAYABLE The Insured may make claim for payment after the Net Loss has been determined in excess of: 1. the Required Underlying Limit or 2. the Retained Limit, if applicable. This will be determined after a trial or by written agreement of the Insured, the claimant and us. LEGAL ACTION AGAINST US No legal action shall be brought against us: 1. unless the Insured has fully complied with all the terms of this policy; and 2. until the amount of the Insured's Ultimate Net Loss in excess of the Retained Limit has been finally settled. This amount may be determined either by judgment against the Insured, or by written agreement signed by the Insured, the claimant and us. Anyone who has secured such a judgment or written agreement may then recover under this policy to the extent of the insurance it provides. No one has any right under this policy to join us as a party to any action against the Insured to determine the Insured's liability; nor shall an Insured or his legal representative sue us. If any Insured becomes bankrupt or insolvent during the policy period, we shall not be relieved of our obligations. However, the policy, unless cancelled, shall cover the Insured's legal representative for the remainder of the term. OTHER INSURANCE

Our coverage is excess over any other collectible insurance. This means all insurance which covers you or any Insured, whether it is shown in the Schedule or not. Only when all such insurance has been exhausted will this policy apply. The only insurance over which this policy may not be excess is insurance purchased to apply in excess of the sum of the Retained Limit and the limit of liability of this policy.

EXHIBIT 10(o) OUR RIGHT TO RECOVER PAYMENT 1. If we make a payment under this policy, we will share recovery rights with the Insured and any underlying insurer. If the person to or for whom payment was made has a right to recover damages from another we shall be subrogated to that right. That person shall: (a) do whatever is necessary to enable us to exercise our rights and (b) do nothing after the loss to prejudice them. 2. If we make a payment under this policy and the person to or for whom payment is made recovers damages from another, that person shall hold in trust for us the proceeds of the recovery. That person shall reimburse us to the extent of our payment. 3. Recoveries shall be applied: (a) first to reimburse any party (including the Insured) that may have been paid any amount in excess of our limit of liability; (b) then to reimburse us up to the amount paid; (c) last, to reimburse any interests (including the Insured) that may have been paid any amount either under underlying policies or otherwise. A different sharing may be made by a written agreement signed by all interested parties. Any expenses incurred in making recoveries shall be shared by interested parties in the ratio of their respective losses. CHANGES This policy contains all the agreements between you and us. Its terms may not be changed or waived except by endorsement issued by us. If a change requires a premium adjustment, we will adjust the premium as of the effective date of change. TRANSFER OF YOUR INTEREST IN THIS POLICY Your rights and duties under this policy except as provided for the Sponsoring Organization in this policy may not be assigned without our written consent. However, if a Named Insured shown in the Policy Declarations dies, coverage will be provided until the annual anniversary date of the policy for: 1. the surviving spouse if resident in the same household at the time of death; or 2. any member of your household who is covered under this policy at the time of your death, but only while a resident of the premises insured by this policy; 3. the liability of your property and premises, your legal representative; or until a legal representative is appointed and qualified, the person who has proper temporary custody of your property and premises. IF YOU GO BANKRUPT Bankruptcy or insolvency of any Insured does not relieve us of any of our obligations under this policy. LIBERALIZATION We may extend or broaden the insurance provided under this policy, without premium charge, by amendment or substitution of form. If we do this during the period that this policy is in force or within 45 days prior to its effective date, then the extended or broadened insurance shall apply to your policy. CONFORMITY WITH STATE STATUTES

EXHIBIT 10(o) OUR RIGHT TO RECOVER PAYMENT 1. If we make a payment under this policy, we will share recovery rights with the Insured and any underlying insurer. If the person to or for whom payment was made has a right to recover damages from another we shall be subrogated to that right. That person shall: (a) do whatever is necessary to enable us to exercise our rights and (b) do nothing after the loss to prejudice them. 2. If we make a payment under this policy and the person to or for whom payment is made recovers damages from another, that person shall hold in trust for us the proceeds of the recovery. That person shall reimburse us to the extent of our payment. 3. Recoveries shall be applied: (a) first to reimburse any party (including the Insured) that may have been paid any amount in excess of our limit of liability; (b) then to reimburse us up to the amount paid; (c) last, to reimburse any interests (including the Insured) that may have been paid any amount either under underlying policies or otherwise. A different sharing may be made by a written agreement signed by all interested parties. Any expenses incurred in making recoveries shall be shared by interested parties in the ratio of their respective losses. CHANGES This policy contains all the agreements between you and us. Its terms may not be changed or waived except by endorsement issued by us. If a change requires a premium adjustment, we will adjust the premium as of the effective date of change. TRANSFER OF YOUR INTEREST IN THIS POLICY Your rights and duties under this policy except as provided for the Sponsoring Organization in this policy may not be assigned without our written consent. However, if a Named Insured shown in the Policy Declarations dies, coverage will be provided until the annual anniversary date of the policy for: 1. the surviving spouse if resident in the same household at the time of death; or 2. any member of your household who is covered under this policy at the time of your death, but only while a resident of the premises insured by this policy; 3. the liability of your property and premises, your legal representative; or until a legal representative is appointed and qualified, the person who has proper temporary custody of your property and premises. IF YOU GO BANKRUPT Bankruptcy or insolvency of any Insured does not relieve us of any of our obligations under this policy. LIBERALIZATION We may extend or broaden the insurance provided under this policy, without premium charge, by amendment or substitution of form. If we do this during the period that this policy is in force or within 45 days prior to its effective date, then the extended or broadened insurance shall apply to your policy. CONFORMITY WITH STATE STATUTES If any provision of this policy is in conflict with the laws of the state in which you reside, this policy is amended to conform to the requirements of the laws. KEEPING REQUIRED UNDERLYING INSURANCE IN FORCE If you fail to keep Required Underlying policies in force for the full amount of the Required Underlying Limits, we

will not provide coverage unless and until the amount of all claims resulting from a single Occurrence exceed the Required Underlying Limits. If any underlying policy has an aggregate limit which is not reinstated after a loss, you must try, within reason, to have coverage reinstated promptly.

EXHIBIT 10(o) FALSE INFORMATION We may refuse to make payments under this policy if you or someone on your behalf has given us false information: 1. in the application, or 2. in any other notice regarding underlying insurance. PREMIUM The Sponsoring Organization is responsible for the payment of all premiums to us. All return premiums, if any, will be sent to the Sponsoring Organization. NOTICE OF CANCELLATION OR COVERAGE TERMINATION: Cancellation: 1. The Sponsoring Organization may cancel the coverage afforded by this policy at any time. To do so, the Sponsoring Organization must notify us in advance of the date cancellation is to take place and return this policy to us. 2. We may cancel this policy at any time by giving the Sponsoring Organization at the address shown on the Policy Declarations written notice: (a) at least 15 days in advance of the date cancellation is to take effect, if cancellation is for non-payment of premium, or (b) at least 60 days in advance of the date cancellation is to take effect for any reason other than non-payment of premium. 3. We may deliver any notice of cancellation instead of mailing it. Proof of mailing any notice shall be sufficient proof of notice. 4. If the policy is canceled, a return premium may be due. This refund will be promptly forwarded to the Sponsoring Organization. No refunds will be made by us to individual Named Insureds. Should the policy be canceled, at the request of the Sponsoring Organization, the amount to be refunded will be computed at 90% of pro-rata. However, making or offering to make the refund is not a condition of cancellation. Termination: Should an individual for ANY reason no longer qualify as a Named Insured as defined in the Policy Declarations or other provisions of this policy, coverage will cease at the annual anniversary date of the policy or cancellation date whichever comes first. Again, no refunds will be made by us to individual Named Insureds. DEFINITIONS Bodily Injury means bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time. Business Activity means any full or part time gainful employment, trade, profession, or occupation of the Insured, other than Farming as defined in the policy. Business Activity does not mean part time jobs of Insureds who are students under the age of 25 or activities which are ordinarily incidental to non-business pursuits. Business Property means property on which a business is conducted and property, or any part of it, rented to others or held for rental.

EXHIBIT 10(o) FALSE INFORMATION We may refuse to make payments under this policy if you or someone on your behalf has given us false information: 1. in the application, or 2. in any other notice regarding underlying insurance. PREMIUM The Sponsoring Organization is responsible for the payment of all premiums to us. All return premiums, if any, will be sent to the Sponsoring Organization. NOTICE OF CANCELLATION OR COVERAGE TERMINATION: Cancellation: 1. The Sponsoring Organization may cancel the coverage afforded by this policy at any time. To do so, the Sponsoring Organization must notify us in advance of the date cancellation is to take place and return this policy to us. 2. We may cancel this policy at any time by giving the Sponsoring Organization at the address shown on the Policy Declarations written notice: (a) at least 15 days in advance of the date cancellation is to take effect, if cancellation is for non-payment of premium, or (b) at least 60 days in advance of the date cancellation is to take effect for any reason other than non-payment of premium. 3. We may deliver any notice of cancellation instead of mailing it. Proof of mailing any notice shall be sufficient proof of notice. 4. If the policy is canceled, a return premium may be due. This refund will be promptly forwarded to the Sponsoring Organization. No refunds will be made by us to individual Named Insureds. Should the policy be canceled, at the request of the Sponsoring Organization, the amount to be refunded will be computed at 90% of pro-rata. However, making or offering to make the refund is not a condition of cancellation. Termination: Should an individual for ANY reason no longer qualify as a Named Insured as defined in the Policy Declarations or other provisions of this policy, coverage will cease at the annual anniversary date of the policy or cancellation date whichever comes first. Again, no refunds will be made by us to individual Named Insureds. DEFINITIONS Bodily Injury means bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time. Business Activity means any full or part time gainful employment, trade, profession, or occupation of the Insured, other than Farming as defined in the policy. Business Activity does not mean part time jobs of Insureds who are students under the age of 25 or activities which are ordinarily incidental to non-business pursuits. Business Property means property on which a business is conducted and property, or any part of it, rented to others or held for rental. Car means a land motor vehicle designed for travel on public roads or subject to motor vehicle registration, including trailers, or semi-trailers, farm tractors, trailers and implements.

Private Passenger Car means a private passenger, sports utility, mini-van, pick- up truck, station wagon, jeep type auto or motorcycle. Your Car means any Car or motorcycle owned or hired by you, or loaned to you. Farming means agricultural operations or the raising of animals which produced $5,000 or less in gross annual revenues.

EXHIBIT 10(o) Insured means: 1. you or any Relative: 2.a any person: (1) using Your Car or watercraft, or (2) having custody of any of your animals. 2.b such person must: (1) have your permission for such use of custody, and (2) limit the use of custody as you may require. 3. any other person or organization. Coverage is only for the legal responsibility for acts or omissions of those persons for whom coverage is afforded above. Named Insured(s) means individuals who are members of the group as defined in the Policy Declarations. Net Loss means the sum actually paid or payable due to a claim for which the Insured is liable either by a settlement we agreed to or a final judgment. Such sums will include proper adjustment for recoveries and salvage. Occurrence means an accident including continuous or repeated exposure to substantially the same conditions neither expected nor intended by the Insured except to protect persons or property. Occupying means in, upon, getting in, on, out of or off. Personal Injury means: 1. bodily injury, shock, mental anguish, mental injury, sickness or disease, including death resulting therefrom; 2. injury because of false arrest, detention or imprisonment, malicious prosecution, wrongful entry or eviction, humiliation, libel, slander, defamation of character or invasion of privacy. Policy Period means the time the policy is in effect. Policy Territory means anywhere in the world. Property Damage means physical injury to or destruction of tangible property. This includes loss of use of such property. Recreational Vehicle means a motorized land vehicle that: 1. is designed for recreational use off public roads; and 2. is not subject to motor vehicle registration. This includes all-terrain vehicles, antique vehicles, classes of special interest vehicles, dune buggies, motor homes, replica vehicles, snowmobiles, motorscooters, trail bikes, mopeds, motorized bikes, mini-bikes and pedacycles. A golf cart is a Recreational Vehicle; except that for the purposes of underlying insurance, the Required Underlying Limit for golf carts is equivalent to the Required Underlying Limit for Homeowners Personal Liability in the Policy Declarations. Relative means a person related to you by blood, marriage or adoption who is a resident of your household. This includes a ward or foster child, or child held in joint custody, or other person under the age of 25 who is in your

EXHIBIT 10(o) Insured means: 1. you or any Relative: 2.a any person: (1) using Your Car or watercraft, or (2) having custody of any of your animals. 2.b such person must: (1) have your permission for such use of custody, and (2) limit the use of custody as you may require. 3. any other person or organization. Coverage is only for the legal responsibility for acts or omissions of those persons for whom coverage is afforded above. Named Insured(s) means individuals who are members of the group as defined in the Policy Declarations. Net Loss means the sum actually paid or payable due to a claim for which the Insured is liable either by a settlement we agreed to or a final judgment. Such sums will include proper adjustment for recoveries and salvage. Occurrence means an accident including continuous or repeated exposure to substantially the same conditions neither expected nor intended by the Insured except to protect persons or property. Occupying means in, upon, getting in, on, out of or off. Personal Injury means: 1. bodily injury, shock, mental anguish, mental injury, sickness or disease, including death resulting therefrom; 2. injury because of false arrest, detention or imprisonment, malicious prosecution, wrongful entry or eviction, humiliation, libel, slander, defamation of character or invasion of privacy. Policy Period means the time the policy is in effect. Policy Territory means anywhere in the world. Property Damage means physical injury to or destruction of tangible property. This includes loss of use of such property. Recreational Vehicle means a motorized land vehicle that: 1. is designed for recreational use off public roads; and 2. is not subject to motor vehicle registration. This includes all-terrain vehicles, antique vehicles, classes of special interest vehicles, dune buggies, motor homes, replica vehicles, snowmobiles, motorscooters, trail bikes, mopeds, motorized bikes, mini-bikes and pedacycles. A golf cart is a Recreational Vehicle; except that for the purposes of underlying insurance, the Required Underlying Limit for golf carts is equivalent to the Required Underlying Limit for Homeowners Personal Liability in the Policy Declarations. Relative means a person related to you by blood, marriage or adoption who is a resident of your household. This includes a ward or foster child, or child held in joint custody, or other person under the age of 25 who is in your care. Required Underlying Limit means the minimum limits you are required to maintain in force for the types of insurance and exposures described in the Schedule of Required Underlying Limits in the Policy Declarations. Retained Limit means the amount stated in the Policy Declarations, if underlying insurance does not cover the Occurrence, or an amount applying to specific circumstances outlined in items 3 and 4 of the Limits of Liability section of the policy.

Sponsoring Organization means the company, corporation, association, partnership or sole proprietorship which sponsors and defines the criteria for qualification as a Named Insured. For the purpose of this policy, the Sponsoring Organization shall be the agent of the Named Insured.

EXHIBIT 10(o) Uninsured Motor Vehicle means a car or motorcycle: 1. for which no liability bond or policy applies at the time of the Occurrence; 2. that is an Underinsured Motor Vehicle. An Underinsured Motor Vehicle is a car or motorcycle for which a Bodily Injury liability bond or policy applies at the time of an Occurrence but the amount paid under that bond or policy to an Insured is not enough to pay the full amount the Insured is legally entitled to recover as damages caused by the Occurrence. 3. for which an insuring or bonding company denies coverage or is or becomes insolvent: or 4. that is a hit-and-run vehicle and neither the driver nor owner can be identified. The vehicle must: (a)hit you or any Relative, Your Car or a vehicle you or any Relative are Occupying; or (b)cause an Occurrence resulting in Bodily Injury to you or any relative without hitting you, any Relative, Your Car or a vehicle you or any Relative are Occupying. If there is no physical contact with the hit-and-run vehicle, the facts of the Occurrence must be proved. We will accept only competent evidence other than the testimony of a person making claims under this or any similar coverage. However, Uninsured Motor Vehicle does not include any vehicle: 1. owned or operated by a self-insurer under any applicable motor vehicle law except a self-insurer who is or becomes insolvent and cannot provide the amounts required by that motor vehicle law; 2. owned by a governmental unit or agency; 3. designed for use mainly off public roads while not on public roads; or 4. owned by or furnished or available for the regular use of you or any Relative. Wrongful Act means any breach of duty, neglect, error, misstatement, misleading statement, omission or other act done relative to the administration of this personal excess liability coverage provided to the Named Insured. In Witness Whereof, we have caused this policy to be executed and attested, and, if required by state law, this policy shall not be valid unless countersigned by our authorized representative. Secretary Chairman of the Board

EXHIBIT 10(p) FAMILY INCOME ASSURANCE PLAN SUMMARY DESCRIPTION The Walt Disney Company (the "Company") has in effect a Family Income Assurance Plan for certain key executives. Coverage under this self-insured plan provides that in the event of the death of a participating key executive while employed by the Company, the eligible spouse, same sex domestic partner, or dependent child is entitled to receive an amount equal to 100% of the executives salary in effect at the date of death for the first year after such

EXHIBIT 10(o) Uninsured Motor Vehicle means a car or motorcycle: 1. for which no liability bond or policy applies at the time of the Occurrence; 2. that is an Underinsured Motor Vehicle. An Underinsured Motor Vehicle is a car or motorcycle for which a Bodily Injury liability bond or policy applies at the time of an Occurrence but the amount paid under that bond or policy to an Insured is not enough to pay the full amount the Insured is legally entitled to recover as damages caused by the Occurrence. 3. for which an insuring or bonding company denies coverage or is or becomes insolvent: or 4. that is a hit-and-run vehicle and neither the driver nor owner can be identified. The vehicle must: (a)hit you or any Relative, Your Car or a vehicle you or any Relative are Occupying; or (b)cause an Occurrence resulting in Bodily Injury to you or any relative without hitting you, any Relative, Your Car or a vehicle you or any Relative are Occupying. If there is no physical contact with the hit-and-run vehicle, the facts of the Occurrence must be proved. We will accept only competent evidence other than the testimony of a person making claims under this or any similar coverage. However, Uninsured Motor Vehicle does not include any vehicle: 1. owned or operated by a self-insurer under any applicable motor vehicle law except a self-insurer who is or becomes insolvent and cannot provide the amounts required by that motor vehicle law; 2. owned by a governmental unit or agency; 3. designed for use mainly off public roads while not on public roads; or 4. owned by or furnished or available for the regular use of you or any Relative. Wrongful Act means any breach of duty, neglect, error, misstatement, misleading statement, omission or other act done relative to the administration of this personal excess liability coverage provided to the Named Insured. In Witness Whereof, we have caused this policy to be executed and attested, and, if required by state law, this policy shall not be valid unless countersigned by our authorized representative. Secretary Chairman of the Board

EXHIBIT 10(p) FAMILY INCOME ASSURANCE PLAN SUMMARY DESCRIPTION The Walt Disney Company (the "Company") has in effect a Family Income Assurance Plan for certain key executives. Coverage under this self-insured plan provides that in the event of the death of a participating key executive while employed by the Company, the eligible spouse, same sex domestic partner, or dependent child is entitled to receive an amount equal to 100% of the executives salary in effect at the date of death for the first year after such date of death, 75% thereof during the second year, and 50% thereof during the third year.

EXHIBIT 10(p) FAMILY INCOME ASSURANCE PLAN SUMMARY DESCRIPTION The Walt Disney Company (the "Company") has in effect a Family Income Assurance Plan for certain key executives. Coverage under this self-insured plan provides that in the event of the death of a participating key executive while employed by the Company, the eligible spouse, same sex domestic partner, or dependent child is entitled to receive an amount equal to 100% of the executives salary in effect at the date of death for the first year after such date of death, 75% thereof during the second year, and 50% thereof during the third year.

EXHIBIT 21 THE WALT DISNEY COMPANY AND SUBSIDIARIES
Name of subsidiary -----------------ABC, Inc. ABC Holding Company Inc. American Broadcasting Companies, Inc. Buena Vista Home Video, Inc. Buena Vista International, Inc. Buena Vista Television Disney Enterprises, Inc. Disney Magic Corporation Disney Wonder Corporation Lake Buena Vista Communities, Inc. MDMP Corporation Miramax Film Corp. The Disney Channel The Disney Store, Inc. Walt Disney Pictures and Television Walt Disney World Co. WCO Parent Corporation State of Incorporation ----------------------New York Delaware Delaware California California California Delaware Delaware Delaware Delaware Delaware New York California California California Delaware Delaware

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED BALANCE SHEET AND CONDENSED CONSOLIDATED STATEMENT OF INCOME FOUND ON THE COMPANY'S FORM 10-K FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. MULTIPLIER: 1,000,000 CURRENCY: U.S. DOLLARS

PERIOD TYPE FISCAL YEAR END

12 MOS SEP 30 1996

EXHIBIT 21 THE WALT DISNEY COMPANY AND SUBSIDIARIES
Name of subsidiary -----------------ABC, Inc. ABC Holding Company Inc. American Broadcasting Companies, Inc. Buena Vista Home Video, Inc. Buena Vista International, Inc. Buena Vista Television Disney Enterprises, Inc. Disney Magic Corporation Disney Wonder Corporation Lake Buena Vista Communities, Inc. MDMP Corporation Miramax Film Corp. The Disney Channel The Disney Store, Inc. Walt Disney Pictures and Television Walt Disney World Co. WCO Parent Corporation State of Incorporation ----------------------New York Delaware Delaware California California California Delaware Delaware Delaware Delaware Delaware New York California California California Delaware Delaware

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED BALANCE SHEET AND CONDENSED CONSOLIDATED STATEMENT OF INCOME FOUND ON THE COMPANY'S FORM 10-K FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. MULTIPLIER: 1,000,000 CURRENCY: U.S. DOLLARS

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END EXCHANGE RATE CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED

12 MOS SEP 30 1996 OCT 01 1996 SEP 30 1997 1 317 1,897 3,726 0 942 0 13,808 4,857 37,776 0 11,068 0 0 8,534 8,751 37,776 22,473 22,473 0 18,026 367 0 693 3,387 1,421 1,966 0

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED BALANCE SHEET AND CONDENSED CONSOLIDATED STATEMENT OF INCOME FOUND ON THE COMPANY'S FORM 10-K FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. MULTIPLIER: 1,000,000 CURRENCY: U.S. DOLLARS

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END EXCHANGE RATE CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

12 MOS SEP 30 1996 OCT 01 1996 SEP 30 1997 1 317 1,897 3,726 0 942 0 13,808 4,857 37,776 0 11,068 0 0 8,534 8,751 37,776 22,473 22,473 0 18,026 367 0 693 3,387 1,421 1,966 0 0 0 1,966 2.86 2.86

Exhibit 99 Pro Forma Financial Information for Certain 1997 Events During the second quarter of fiscal 1996, registrant completed its acquisition of ABC, Inc. (ABC) (formerly Capital Cities/ABC, Inc.). During the first quarter of fiscal 1997, registrant sold KCAL, a Los Angeles television station. The purchase price allocation related to the ABC acquisition was finalized during the second quarter of fiscal 1997. During the third and fourth quarter of fiscal 1997, registrant disposed of certain of its publishing assets (the "Disposition") that were acquired in registrant's acquisition of ABC. The following unaudited pro forma condensed consolidated statement of income presents registrant's results of operations for the year ended September 30, 1997 as if the Disposition, final ABC purchase price allocation and the sale of KCAL had occurred at the beginning of the period presented.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

Exhibit 99 Pro Forma Financial Information for Certain 1997 Events During the second quarter of fiscal 1996, registrant completed its acquisition of ABC, Inc. (ABC) (formerly Capital Cities/ABC, Inc.). During the first quarter of fiscal 1997, registrant sold KCAL, a Los Angeles television station. The purchase price allocation related to the ABC acquisition was finalized during the second quarter of fiscal 1997. During the third and fourth quarter of fiscal 1997, registrant disposed of certain of its publishing assets (the "Disposition") that were acquired in registrant's acquisition of ABC. The following unaudited pro forma condensed consolidated statement of income presents registrant's results of operations for the year ended September 30, 1997 as if the Disposition, final ABC purchase price allocation and the sale of KCAL had occurred at the beginning of the period presented.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME YEAR ENDED SEPTEMBER 30, 1997 (iN MILLIONS, EXCEPT PER SHARE DATA)
HISTORICAL --------------$ 22,473 (18,161) PRO FORMA ADJUSTMENTS -----------------$ (839)/(1)/ (21)/(2)/ 650 /(1)/ 17 /(2)/ (5)/(3)/ (135)/(2)/ ------(333) ------(333) 139 /(4)/ ------$ (194) ======= PRO FO ----------$ 21,6 (17,4

Revenues Costs and expenses

Gain on sale of KCAL Operating income Corporate activities and other Net interest expense Income before income taxes Income taxes Net income

135 -------4,447 (367) (693) -------3,387 (1,421) -------$ 1,966 ======== $ 2.86 ======== 687 ========

-----4,1 (3 (6 -----3,0 (1,2 -----$ 1,7 ====== $ 2. ====== 6 ======

Earnings per share Average number of common and common equivalent shares outstanding

--------------------------------------------------------------------------------------------------------Other Data: Net income excluding non-recurring items/(a)/ $ 1,886 $ (114) $ 1,7 ======== ======= ====== Earnings per share excluding non-recurring items/(a)/ $ 2.75 $ 2. ======== ======

/(a)/ Historical results for 1997 include a non-recurring gain from the sale of KCAL-TV

Pro forma adjustments giving effect to the Disposition, the final ABC purchase price allocation, and the sale of KCAL reflected in the unaudited pro forma condensed consolidated statement of income are as follows:

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME YEAR ENDED SEPTEMBER 30, 1997 (iN MILLIONS, EXCEPT PER SHARE DATA)
HISTORICAL --------------$ 22,473 (18,161) PRO FORMA ADJUSTMENTS -----------------$ (839)/(1)/ (21)/(2)/ 650 /(1)/ 17 /(2)/ (5)/(3)/ (135)/(2)/ ------(333) ------(333) 139 /(4)/ ------$ (194) ======= PRO FO ----------$ 21,6 (17,4

Revenues Costs and expenses

Gain on sale of KCAL Operating income Corporate activities and other Net interest expense Income before income taxes Income taxes Net income

135 -------4,447 (367) (693) -------3,387 (1,421) -------$ 1,966 ======== $ 2.86 ======== 687 ========

-----4,1 (3 (6 -----3,0 (1,2 -----$ 1,7 ====== $ 2. ====== 6 ======

Earnings per share Average number of common and common equivalent shares outstanding

--------------------------------------------------------------------------------------------------------Other Data: Net income excluding non-recurring items/(a)/ $ 1,886 $ (114) $ 1,7 ======== ======= ====== Earnings per share excluding non-recurring items/(a)/ $ 2.75 $ 2. ======== ======

/(a)/ Historical results for 1997 include a non-recurring gain from the sale of KCAL-TV

Pro forma adjustments giving effect to the Disposition, the final ABC purchase price allocation, and the sale of KCAL reflected in the unaudited pro forma condensed consolidated statement of income are as follows: (1) Eliminate revenues and costs and expenses of the disposed publishing assets as if the Disposition had occurred at the beginning of the year. (2) Eliminate the revenues, costs and expenses and gain on the sale of KCAL as if the sale of KCAL occurred at the beginning of the year. (3) Increase amortization of intangible assets to reflect the final ABC purchase price allocation as if final determination of these amounts had occurred at the beginning of the year. (4) Income tax effect of pro forma adjustments, which excludes the amortization of intangible assets that is not deductible for tax purposes.

QUARTERLY UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (IN MILLIONS, EXCEPT PER SHARE DATA) The following supplemental quarterly data are provided for additional information purposes and have been prepared on a basis consistent with the unaudited pro forma condensed consolidated statement of income for the

Pro forma adjustments giving effect to the Disposition, the final ABC purchase price allocation, and the sale of KCAL reflected in the unaudited pro forma condensed consolidated statement of income are as follows: (1) Eliminate revenues and costs and expenses of the disposed publishing assets as if the Disposition had occurred at the beginning of the year. (2) Eliminate the revenues, costs and expenses and gain on the sale of KCAL as if the sale of KCAL occurred at the beginning of the year. (3) Increase amortization of intangible assets to reflect the final ABC purchase price allocation as if final determination of these amounts had occurred at the beginning of the year. (4) Income tax effect of pro forma adjustments, which excludes the amortization of intangible assets that is not deductible for tax purposes.

QUARTERLY UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (IN MILLIONS, EXCEPT PER SHARE DATA) The following supplemental quarterly data are provided for additional information purposes and have been prepared on a basis consistent with the unaudited pro forma condensed consolidated statement of income for the year ended September 30, 1997. In addition, the quarterly data for the year ended September 30, 1996 reflect the acquisition of ABC as if it had occurred at the beginning of the year.
-------------------------------------------------------------------------------------------Quarter Ended - 1997 Dec 31 Mar 31 Jun 30 Sep 30 -------------------------------------------------------------------------------------------Revenues Creative Content $2,962 $2,487 $2,004 $2,645 Broadcasting 1,872 1,528 1,609 1,492 Theme Parks and Resorts 1,150 1,203 1,369 1,292 ------------------------------------------$5,984 $5,218 $4,982 $5,429 =========================================== Operating income Creative Content $ 668 $ 354 $ 257 $ 414 Broadcasting 469 238 337 241 Theme Parks and Resorts 238 236 390 272 ------------------------------------------1,375 828 984 927 Corporate activities and other Net interest expense (90) (108) (69) (100) Fisc Yea -------$10 6 5 --$21 === $ 1 1 1 --4

(171) (184) (185) (153) ------------------------------------------1,114 536 730 674

--3 (1 --$ 1 === $ ===

Income before income taxes Income taxes Net income

(473) (220) (305) (284) ------------------------------------------$ 641 $ 316 $ 425 $ 390 =========================================== $ 0.93 $ 0.46 $ 0.62 $ 0.57 ===========================================

Earnings per share

QUARTERLY UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (IN MILLIONS, EXCEPT PER SHARE DATA)
-------------------------------------------------------------------------------------------Quarter Ended - 1996 Dec 31 Mar 31 Jun 30 Sep 30 -------------------------------------------------------------------------------------------Revenues Creative Content $2,812 $2,287 $2,034 $2,431 Fis Ye ---$ 9

QUARTERLY UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (IN MILLIONS, EXCEPT PER SHARE DATA) The following supplemental quarterly data are provided for additional information purposes and have been prepared on a basis consistent with the unaudited pro forma condensed consolidated statement of income for the year ended September 30, 1997. In addition, the quarterly data for the year ended September 30, 1996 reflect the acquisition of ABC as if it had occurred at the beginning of the year.
-------------------------------------------------------------------------------------------Quarter Ended - 1997 Dec 31 Mar 31 Jun 30 Sep 30 -------------------------------------------------------------------------------------------Revenues Creative Content $2,962 $2,487 $2,004 $2,645 Broadcasting 1,872 1,528 1,609 1,492 Theme Parks and Resorts 1,150 1,203 1,369 1,292 ------------------------------------------$5,984 $5,218 $4,982 $5,429 =========================================== Operating income Creative Content $ 668 $ 354 $ 257 $ 414 Broadcasting 469 238 337 241 Theme Parks and Resorts 238 236 390 272 ------------------------------------------1,375 828 984 927 Corporate activities and other Net interest expense (90) (108) (69) (100) Fisc Yea -------$10 6 5 --$21 === $ 1 1 1 --4

(171) (184) (185) (153) ------------------------------------------1,114 536 730 674

--3 (1 --$ 1 === $ ===

Income before income taxes Income taxes Net income

(473) (220) (305) (284) ------------------------------------------$ 641 $ 316 $ 425 $ 390 =========================================== $ 0.93 $ 0.46 $ 0.62 $ 0.57 ===========================================

Earnings per share

QUARTERLY UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (IN MILLIONS, EXCEPT PER SHARE DATA)
-------------------------------------------------------------------------------------------Quarter Ended - 1996 Dec 31 Mar 31 Jun 30 Sep 30 -------------------------------------------------------------------------------------------Revenues Creative Content $2,812 $2,287 $2,034 $2,431 Broadcasting 1,790 1,369 1,499 1,351 Theme Parks and Resorts 994 1,055 1,249 1,204 ------------------------------------------$5,596 $4,711 $4,782 $4,986 =========================================== Operating Income Creative Content $ 618 $ 233 $ 249 $ 335 Broadcasting 341 198 309 236 Theme Parks and Resorts 196 202 350 242 ------------------------------------------1,155 633 908 813 Accounting change (1) 0 (300) 0 0 ------------------------------------------1,155 333 908 813 (24) (167) (98) (189) (66) (171) (61) (171) Fis Ye ---$ 9 6 4 --$20 === $ 1 1 --3

--3

Corporate activities and other Net interest expense

QUARTERLY UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (IN MILLIONS, EXCEPT PER SHARE DATA)
-------------------------------------------------------------------------------------------Quarter Ended - 1996 Dec 31 Mar 31 Jun 30 Sep 30 -------------------------------------------------------------------------------------------Revenues Creative Content $2,812 $2,287 $2,034 $2,431 Broadcasting 1,790 1,369 1,499 1,351 Theme Parks and Resorts 994 1,055 1,249 1,204 ------------------------------------------$5,596 $4,711 $4,782 $4,986 =========================================== Operating Income Creative Content $ 618 $ 233 $ 249 $ 335 Broadcasting 341 198 309 236 Theme Parks and Resorts 196 202 350 242 ------------------------------------------1,155 633 908 813 Accounting change (1) 0 (300) 0 0 ------------------------------------------1,155 333 908 813 (24) (98) (66) (61) Fis Ye ---$ 9 6 4 --$20 === $ 1 1 --3

--3

Corporate activities and other Net interest expense

(167) (189) (171) (171) ------------------------------------------964 46 671 581

--2

Income before income taxes Income taxes Net income

(418) (31) (289) (250) ------------------------------------------$ 546 $ 15 $ 382 $ 331 =========================================== $ 0.79 $ 0.04 $ 0.55 $ 0.48 ===========================================

--$ 1 === $ ===

Earnings per share

(1) During the second quarter of the fiscal year ended September 30, 1996, registrant adopted SFAS 121 Accounting for the Impairment of Long-lived Assets and for Long-lived Assets to be Disposed of ("SFAS 121"). The adoption of SFAS 121 resulted in a $300 million non-cash charge to operating income. The following summarizes net income and earning per share excluding the impact of the accounting change:
------------------------------------------------------------------------------------Quarter Ended - 1996 Dec 31 Mar 31 Jun 30 Sep 30 ------------------------------------------------------------------------------------Net income excluding accounting change Earnings per share excluding accounting change $ 546 $ 198 $ 382 $ 331 ========================================= $ 0.79 $ 0.29 $ 0.55 $ 0.48 ========================================= Fiscal Year ----$1,457 ====== $ 2.11 ======


								
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