Amended And Restated Benefit Equalization Plan of Abc,inc.

Exhibit 10.29

Benefit Equalization Plan of ABC, Inc.

Amended and Restated

Effective as of January 1, 2009

Contents


Article 1. Introduction 1

1.1 Background and History 1

1.2 Restatement of Plan 1

1.3 Purpose and Applicability of the Plan 2

1.4 Status of the Plan 2

Article 2. Definitions and Construction 4

2.1 Definitions 4

2.2 Gender and Number 10

2.3 Headings 10

2.4 Requirement to Be in " Written Form" 10

2.5 Severability 10

2.6 Applicable Law 10

Article 3. Participation, Service and Vesting 11

3.1 Participation 11

3.2 Duration 11

3.3 Transfers 11

3.4 Vesting 11

Article 4. Retirement Income 13

4.1 Determination of Retirement Income 13

Article 5. Distribution of Plan Benefits 15

5.1 General 15

5.2 Time of Payment 15

5.3 Form of Payment 15

5.4 Benefit Cash-out 16

Article 6. Transfers, Rehires and Other Special Situations 18

6.1 Effect and Applicability 18

6.2 Code Section 409A Aggregation Rules 18

6.3 No Duplication of Benefits 18

6.4 Additional Retirement Income 19

6.5 Permissible Delays or Accelerations 19


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Article 7. Pre-Commencement Death Benefit 21

7.1 Amount of Pre-Commencement Death Benefit 21

7.2 Time and Form of Payment for Pre-Commencement Death Benefit 21

7.3 Beneficiary Determination 21

7.4 Cash-Out Payment of Pre-Commencement Death Benefit 22

Article 8. Financing and Administration 23

8.1 Financing 23

8.2 Plan Administrative Committee 23

8.3 Duties of Committee 23

8.4 Meetings 24

8.5 Actions by the Committee 24

8.6 Compensation and Bonding 24

8.7 Establishment of Rules and Interpretation of Plan 24

8.8 Limitation of Liability 25

8.9 Indemnification 25

8.10 Claims Procedures 25

8.11 Limitation on Actions 27

8.12 Class Action Forum 28

8.13 Records 29

Article 9. Amendment and Termination 30

9.1 Amendments 30

9.2 Termination of Plan 30

9.3 Successors 30

9.4 Prohibition on Changes Due to Code Section 409A 31

9.5 Additional Participating Employers 31

Article 10. Miscellaneous Provisions 32

10.1 Good-Faith Valuation Binding 32

10.2 Taxation 32

10.3 Offset for Obligations to the Company or an Affiliate 32

10.4 Withholding 32

10.5 No Enlargement of Employment Rights 32

10.6 Non-Alienation 33

10.7 No Examination or Accounting 33

10.8 Incompetency 33

10.9 Notice of Address 33

10.10 Data 34

10.11 Service of Legal Process 34

10.12 Qualified Military Service 34

10.13 Counterparts 34


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Article 1. Introduction

1.1 Background and History

ABC, Inc. established the Benefit Equalization Plan of ABC, Inc. (" Plan" ) to equalize the benefits of employees participating in the ABC, Inc. Retirement Plan (" Retirement Plan" ) and the ABC, Inc. Savings & Investment Plan (" Savings & Investment Plan" ). On an after December 1, 1988, the Plan equalized the benefits of the employees participating in the ABC, Inc. Supplemental Pension Plan (as set forth on Schedule XXXIII of the Retirement Plan on and after January 1, 1996).

Effective as of January 1, 1996, Participants in the Plan received a single sum distribution of the Actuarial Equivalent, as in effect at that time, of their Retirement Income under this Plan as a result of the Change in Control that occurred when The Walt Disney Company (the " Company" ) acquired the ABC Inc. Future Retirement Income payable to such Participants shall be reduced by the Retirement Income distributed, as further described in Plan section 4.1(b).

Effective May 9, 1997, Fairchild Publications, Inc. assumed responsibility for all liabilities and obligations of ABC Media, Inc. and its subsidiaries under: (a) The Benefit Equalization Plan of ABC Inc.; and

(b) The Benefit Equalization Plan of Capital Cities Media, Inc.

for the benefits of then current and former employees of ABC Media, Inc. and its subsidiaries.

As of March 31, 1998, the Plan ceased equalizing benefits under the Savings & Investment Plan and distributed all benefits under the plan to applicable participants.

Prior to April 1, 1998, the Benefit Equalization Plan of Capital Cities Media, Inc. equalized the benefits under the Fairchild Publications, Inc. Publishing Pension Plan. As of April 1, 1998, the Benefit Equalization Plan of Capital Cities Media, Inc was merged into the Plan. On and after April 1, 1998, the Plan equalized the benefits for the Fairchild Publications, Inc. Publishing Pension Plan (as set forth on Schedule XXXVII of the Retirement Plan on and after April 1, 1998). As of October 3, 2004, the Plan only equalized benefit under the ABC, Inc. Retirement Plan (and schedules set forth thereto). The Plan was last restated to reflect amendments adopted through March 13, 1998. (Capitalized terms with special meanings are defined in Article 2 of this Plan.)

1.2 Restatement of Plan

Effective as of January 1, 2009, ABC, Inc. hereby amends and restates the Plan as reflected in this document:


1 (a) To bring the Plan into compliance with Code section 409A and the final Treasury Regulations thereunder; and (b) To transfer sponsorship of the Plan to The Walt Disney Company.

The provisions of this restatement shall be effective as of January 1, 2009, except as specifically provided in this document. Nothing contained in this restatement shall be interpreted as amending any provision under the BEP Part I.

1.3 Purpose and Applicability of the Plan

The Company and ABC, Inc. desire to provide certain designated key management and highly compensated Employees with enhanced retirement benefits over and above those provided under the applicable portion(s) of the Retirement Plan due to the application of the limits under Code sections 415 and 401(a)(17). The purpose of the Plan document is to set forth the terms and conditions pursuant to which these benefits are accrued and to describe the nature and extent of the employees' rights to these accrued benefits.

Except as otherwise provided herein, the provisions of this Plan restatement are applicable only to Eligible Employees (other than Grandfathered Participants) who have a Payment Event on or after January 1, 2009. Unless otherwise explicitly provided in this Plan restatement, the Plan provisions, operation and administration in effect prior to this restatement shall continue to govern the terms and conditions of the Plan prior to January 1, 2009. The benefits of Grandfathered Participants shall be determined solely under the provisions of Key Plan Part I. 1.4 Status of the Plan

(a) Nonqualified Plan. The Plan is not qualified within the meaning of Code section 401(a). The Plan is intended to provide an unfunded and unsecured promise to pay money in the future and thus not to involve, pursuant to Treasury Regulations section 1.83-3(e), the transfer of " property" for purposes of Code section 83. Likewise, benefits credited under this Plan are not intended to confer an economic benefit upon the Participant nor is the right to the receipt of future benefits under the Plan intended to result in any Participant, Beneficiary or alternate payee being in constructive receipt of any amount so as to result in any benefit due under the Plan being includible in the gross income of any Participant, Beneficiary or alternate payee in advance of the date on which payment of any benefit due under the Plan is actually made. For tax purposes and purposes of Title I of ERISA, the Plan is intended to be an unfunded, nonqualified deferred compensation plan covering certain designated employees who are within a select group of key management or highly compensated employees. (b)

Compliance with Code Section 409A. This Plan is intended to comply with Code section 409A and related regulatory guidance. Therefore, the Plan shall be administered and interpreted in a manner consistent with that purpose. The


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Committee shall have full authority to take any and all actions as it deems necessary or appropriate to carry out this intent and purpose of the Plan.

(c) Additional or Special Arrangements. The Committee, the Company, or any other Employer may, in its sole discretion, provide by a separate written agreement that the benefits payable to any individual who is also an Eligible Employee under the Plan shall be determined in accordance with the terms of the Plan, as the same may be modified in respect of that Eligible Employee under such agreement. Any such agreement may provide such Eligible Employee with additional years of service, credit for service with affiliated companies, a different vesting schedule, an individualized formula for the determination of such Eligible Employee' s benefit, or such other modification (which may constitute an enhancement or limitation) of the benefits provided hereby as the Committee, Company, or other Employer shall specify. Further, any separate agreement may provide for benefits which may be partially or wholly in addition to or in lieu of any benefits provided hereunder, and which may be greater, less than or equal to any benefits provided hereunder and any such benefits may or may not be calculated or otherwise determined by reference to the benefits provided by the Plan or by reference to, or by incorporation by reference of, any of the terms or provisions of the Plan. However, deferrals of compensation under this Plan and such other separate written agreement, if any, shall be aggregated with respect to the Eligible Employee to the extent required under Code section 409A and related regulations for purposes of assuring compliance with those rules. (d) No Guarantees of Intended Tax Treatment. The Plan shall be administered and interpreted so as to satisfy the requirements for the intended tax treatment under the Code described in this Plan section. However, the treatment of benefits earned under and benefits received from this Plan, for purposes of the Code and other applicable tax laws (such as state income and employment tax laws), shall be determined under the Code and other applicable tax laws and no guarantee or commitment is made to any Participant, Beneficiary or alternate payee with respect to the treatment of accruals under or benefits payable from the Plan for purposes of the Code and other applicable tax laws.


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Article 2. Definitions and Construction

2.1 Definitions

Whenever used in the Plan, the following terms shall have the respective meanings set forth below, unless otherwise expressly provided; and when the defined meaning is intended, the term is capitalized.

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

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

(2) Such assumptions must be reasonable.

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

(c)" Beneficiary" means the person or persons designated by the Plan as entitled to receive the Participant' s Pre-Commencement Death Benefit as determined under Plan section 7.3.

(d)" Benefit Calculation Date" means the date as of which Retirement Income payable to a Participant or the Pre-Commencement Benefit payable to a Beneficiary is calculated and such date shall be:

(1) With respect to a Participant, the first day of the calendar month coincident with or next following the Payment Event; and (2) With respect to a Beneficiary, the first day of the calendar month next following the Payment Event. (e)" BEP Part I" means, with respect to a Grandfathered Participant, the applicable portion of the Benefit Equalization Plan of ABC Inc. as in effect on October 3, 2004.

(f)" Board" means the Board of Directors of the Company.

(g)

" Certain and Life Annuity" means a monthly benefit that is the Actuarial Equivalent of a Participant' s Single Life Annuity and that is payable during the Participant' s lifetime with a guaranteed payment period during which monthly payments shall be made without regard to the Participant' s death. The last payment shall be made on the first day of the calendar month in which the Participant' s death


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occurs or, if later, the end of the guaranteed payment period. If the Participant dies prior to the end of the guaranteed payment period and is survived by the Joint/Contingent Annuitant, the monthly benefit that is payable shall be paid to the Joint/Contingent Annuitant for the remainder of the guaranteed payment period. If the Joint/Contingent Annuitant dies after the Participant and before the end of the guaranteed payment period, then Actuarial Equivalent present value of the remaining guaranteed payments shall be paid to the estate of the Joint/Contingent Annuitant. If the Joint/Contingent Annuitant dies before the Participant and no new Joint/Contingent Annuitant has been designated at the Participant' s death, then Actuarial Equivalent present value of the remaining guaranteed payments shall be paid to the Participant' s estate. (h)" Change in Control" means an event described under paragraphs (1), (2), (3), (4) or (5) as follows: (1) The acquisition within any 12-month period by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) (a " Person" ) of beneficial ownership (within the meaning of Rule 13d 3 promulgated under the Securities Exchange Act of 1934, as amended) of thirty percent (30%) or more of the total voting power of the then outstanding stock of the Company entitled to vote generally in the election of directors, but excluding the following transactions (the " Excluded Acquisitions" ): (A) Any acquisition directly from the Company (other than an acquisition by virtue of the exercise of a conversion privilege of a security that was not acquired directly from the Company),

(B) Any acquisition by the Company, and

(C) Any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company; (2) Any time during a period of 12 months or less, individuals who at the beginning of such period constitute the Board (and any new directors whose election by the Board or nomination for election by the Company' s shareholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was so approved) ceasing for any reason to constitute a majority thereof;

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

(4)

The consummation of a merger, consolidation, reorganization or similar corporate transaction, whether or not the Company is the surviving company in


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such transaction, other than a merger, consolidation, or reorganization that would result in the Persons who are beneficial owners of the Company' s stock outstanding immediately prior thereto continuing to beneficially own, directly or indirectly, in substantially the same proportions, at least fifty percent (50%) of the combined voting power or value of the Company' s stock (or the stock of the surviving entity) outstanding immediately after such merger, consolidation or reorganization; or

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

The foregoing definition of " Change in Control" is intended to comply with the requirements of Code section 409A and the guidance issued thereunder and shall be interpreted and applied by the Committee in a manner consistent with this intent.

(i)" Code" means the Internal Revenue Code of 1986, as amended and any succeeding federal tax provisions. (j)" Committee" means the Investment and Administrative Committee of The Walt Disney Company Sponsored Qualified Benefit Plans and Key Employees Deferred Compensation and Retirement Plan.

(k)" Company" means The Walt Disney Company.

(l)" Domestic Partner" means the individual determined by the Company in its sole discretion to be the Participant' s same-sex domestic partner in accordance with the Company' s procedures for identifying domestic partners.

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

(n)" Eligible Employee" means a salaried Employee of an Employer:

(1) Who is or was a " Participant," as this term is defined in the Retirement Plan; and (2) Who either:

(A) Is an officer of an Employer with the title of vice-president or higher; or

(B) Is a management employee designated as an Eligible Employee by the Committee.


6 (o)" Employee" means any individual who is employed as a common-law employee of the Company or an Affiliate, including officers, but excluding independent contractors and leased employees (or any individuals designated as independent contractors or leased employees under the customary worker classification procedures of the Company or Affiliate) and directors who are not officers or otherwise employees.

(p)" Employer" means ABC, Inc. and all Affiliates that have been designated as Employers with respect to the Plan in accordance with the terms of Plan section 9.5.

(q)" ERISA" means the Employee Retirement Income Security Act of 1974, as amended. (r)" Grandfathered Participant" means an individual whose employment with the Company and all Affiliates terminated before January 1, 2005, while the individual had a vested benefit under the BEP Part I.

(s)" Interest Rate" means the 6-month LIBOR rate effective as of each January 1 based on the rate in effect as of the preceding October 1.

(t)" Joint and Survivor Annuity" means a monthly benefit that is the Actuarial Equivalent of a Participant' s Single Life Annuity and that is payable during the Participant' s lifetime with a designated percentage of the Participant' s monthly benefit amount continuing after his death to his Joint/Contingent Annuitant, if such Joint/Contingent Annuitant survives him, for the Joint/Contingent Annuitant' s remaining lifetime. The last payment shall be made on the first day of the calendar month in which the Participant' s death occurs or, if later, the Joint/Contingent Annuitant' s death. (u)" Joint/Contingent Annuitant" means the person(s) designated as such by the Participant or the Plan, as applicable, as entitled to receive a portion of the Participant' s Retirement Income following his death.

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

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

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

(y)

" Payment Date" means the date that any vested Retirement Income becomes payable to the Participant under Plan section 5.2 or, if the Participant has died before the Payment Date of any vested Retirement Income, the date that any Pre-


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Commencement Death Benefit becomes payable to the Beneficiary under Plan section 7.2. If the Participant has post-separation or reemployment accruals under Plan section 6.4(b), then the Payment Date shall be the Benefit Calculation Date. Notwithstanding any other Plan provision to the contrary and solely for purposes of determining compliance with Code section 409A and related Treasury Regulations, except with respect to any payment due under Plan section 6.4(b), a payment shall be deemed made on the Payment Date if the benefit actually commences by the end of the calendar year in which the Payment Date occurs or, if later, by the 15 th day of the third month following the Payment Date. (z)" Payment Event" means the applicable event triggering a payment of vested benefits under the Plan. The applicable event shall be one of the following:

(1) The later of the Participant' s Separation from Service or attainment of age 55; (2) Before the Payment Date of any vested Retirement Income to the Participant, the later of Participant' s death or the date that the Participant would have attained age 55;

(3) A Change in Control; or

(4) With respect to post-separation or reemployment accruals under Plan section 6.4(b) after a Payment Event under paragraph (1), January 1. (aa)" Plan" means the Benefit Equalization Plan of ABC Inc., as contained herein and as amended from time to time. With respect to a Grandfathered Participant only, the Plan includes BEP Part I.

(bb)" Pre-Commencement Death Benefit" means the benefit described in Article 7. (cc)" Retirement Income" means a monthly benefit:

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

(2) Which is more fully determined under Article 4.

To the extent a Participant' s Retirement Income is paid or expressed as an annual benefit, such annual benefit payment shall be 12 times the Participant' s monthly benefit. (dd)" Retirement Plan" means the ABC, Inc. Retirement Plan, as amended from time to time. The Retirement Plan constitutes a qualified employer plan as defined under Treasury Regulations section 1.409A-1(a)(2).

(ee)" Retirement Plan Benefit" means the benefit payable under the Retirement Plan. (ff)

" Separation from Service" means, as provided in the following paragraphs of this subsection, an Employee' s termination from employment with the Company and all


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Affiliates, whether by retirement, resignation from or discharge by the Company or an Affiliate (but not by a transfer among the Company and Affiliates or death).

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

(A) The Employee will not provide any additional services for the Company or any Affiliate after a certain date; or (B) The level of bona fide services performed by the Employee after a certain date will permanently decrease to no more than 40 percent of the average level of bona fide services performed by the Employee over the immediately preceding 36 months.

(2) If an Employee is absent from employment due to Military Leave, sick leave, or any other bona fide leave of absence authorized by the Company or an Affiliate and there is a reasonable expectation that the Employee will return to perform services for the Company or an Affiliate, then a Separation from Service shall not occur until the later of: (A) The first date immediately following the date that is six months after the first date that an Employee was absent from employment; and (B) To the extent the Employee retains a right to reemployment with the Company or any Affiliate under an applicable statute or by contract, the date the Employee no longer retains a right to reemployment.

If a Participant fails to return to work upon the expiration of any Military Leave, sick leave, or other bona fide leave of absence where such leave is for less than six months, the Separation from Service shall occur as of the date of the expiration of such leave.

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

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

(ii)

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


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January 1, 2009 and will be applied for purposes of the Plan (and BEP Part I) on and after January 1, 2009.

(jj)" Treasury Regulations" means the regulations promulgated by the United States Department of the Treasury under the Code. 2.2 Gender and Number

Except as otherwise indicated by the context, any masculine or feminine terminology shall also include the opposite gender, and the definition of any term in the singular or plural shall also include the opposite number.

2.3 Headings

The headings of this Plan are inserted for convenience or reference only, and they are not to be used in the construction of the Plan.

2.4 Requirement to Be in " Written Form"

Various notices provided by the Company, Employers, the Committee, or any duly authorized agent of either of them and various elections made by Participants, Beneficiaries or other payees are required to be in written form. Notwithstanding anything to the contrary in this Plan, any notices and elections related to, or that may constitute part of, the Plan may be conveyed through an electronic system or any other system approved by the Committee unless otherwise provided under applicable law or regulatory guidance.

2.5 Severability

If a provision of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included in the Plan.

2.6 Applicable Law

To the extent not preempted by ERISA or other federal law, the Plan and all rights hereunder shall be governed, construed, and administered in accordance with the laws of the state of California.

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Article 3. Participation, Service and Vesting

3.1 Participation

Each Eligible Employee whose benefit under the applicable portion of the Retirement Plan, for any calendar year, is limited by Code sections 415 and/or 401(a)(17) shall be a Participant in the Plan. Notwithstanding the foregoing, each Employee who becomes an Eligible Employee pursuant to an agreement approved by the Committee shall become a Participant as of the date, if any, specified in such agreement or otherwise specified by the Committee. Each individual who is a Participant in the Plan on the date immediately preceding January 1, 2009 shall continue as a Participant in the Plan in accordance with the terms of the Plan (or, in the case of a Grandfathered Participant, the terms of BEP Part I).

3.2 Duration

An individual who becomes a Participant under the Plan shall remain a Participant for as long as he remains an Employee or is entitled to receive any benefits hereunder.

3.3 T ...