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Published: 2008-03-26

Agreement and Plan of Merger - DC Holdco Inc., The Walt Disney Co. and DCA Merger Corp.



                          AGREEMENT AND PLAN OF MERGER

     AGREEMENT AND PLAN OF MERGER (the "Agreement and Plan of Merger"),
dated as of __________ ___, 1995, by and among DC Holdco, Inc., a Delaware
corporation (the "Holding Company"), The Walt Disney Company, a Delaware
corporation (the "Purchaser"), and DCA Merger Corp., a Delaware corporation
and a wholly-owned subsidiary of the Holding Company ("Merger Sub A"). The
Purchaser and Merger Sub A are hereinafter sometimes collectively referred to
as the "Constituent Corporations."

     This Agreement and Plan of Merger is being entered into pursuant to an
Amended and Restated Agreement and Plan of Reorganization, dated as of July
31, 1995 (the "Reorganization Agreement"), by and between the Purchaser and
Capital Cities/ABC, Inc., a New York corporation (the "Company"). The
Reorganization Agreement provides for, among other things, the merger of
Merger Sub A with and into the Purchaser and for the merger of DCB Merger
Corp., a New York corporation and a wholly-owned subsidiary of the Holding
Company, with and into the Company (the "Company Merger").

     NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements contained herein, the
parties hereto, intending to be legally bound hereby, agree as follows:

                                 ARTICLE I

                                THE MERGER

     Section 1.1.  THE MERGER.  In accordance with the provisions of this
Agreement and Plan of Merger and the Delaware General Corporation Law (the
"DGCL"), at the Effective Time (as defined in Section 1.4 hereof), Merger Sub
A shall be merged with and into the Purchaser (the "Purchaser Merger") and
the separate corporate existence of Merger Sub A shall cease. The Purchaser
shall be the surviving corporation in the Purchaser Merger (hereinafter
sometimes referred to as the "Surviving Corporation") and shall continue its
corporate existence under the laws of the State of Delaware. The name of the
Surviving Corporation shall be "_________________". The Purchaser Merger
shall have the effects set forth in the DGCL.




     Section 1.2.  CERTIFICATE OF INCORPORATION AND BY-LAWS.  (a) The
Certificate of Incorporation of the Purchaser shall be amended at the
Effective Time to read in its entirety as set forth in Exhibit A.

     (b)  The By-Laws of Merger Sub A immediately prior to the Effective Time
shall be the By-Laws of the Surviving Corporation (the "By-Laws") immediately
after the Effective Time.

     Section 1.3.  DIRECTORS AND OFFICERS.  (a) The directors of the
Purchaser immediately prior to the Effective Time shall be the directors of
the Surviving Corporation as of the Effective Time and until their successors
are duly appointed or elected in accordance with applicable law.

     (b)  The officers of the Purchaser immediately prior to the Effective
Time shall be the officers of the Surviving Corporation as of the Effective
Time and until their successors are duly appointed or elected in accordance
with applicable law.

     Section 1.4.  EFFECTIVE TIME; CONDITIONS.  Upon the later of (i) January
3, 1996 and (ii) the first business day following the day on which the last
to be fulfilled or waived of the conditions set forth in Article 8 of the
Reorganization Agreement shall have been fulfilled or waived or at such other
time as the Purchaser and the Company may agree, and provided that this
Agreement and Plan of Merger is not terminated under Section 3.1 hereof, a
certificate of merger complying with the DGCL shall be filed with the
Secretary of State of the State of Delaware in accordance with the DGCL. The
Purchaser Merger shall become effective at the time and date of the filing of
the certificate of merger relating to the Purchaser Merger with the Secretary
of State of Delaware or at such later time and date as provided for in such
certificate of merger as may be permitted by the DGCL (such time and date is
herein referred to as the "Effective Time").

                                ARTICLE II

                             CONVERSION OF SHARES

     Section 2.1.  MERGER SUB A COMMON STOCK.  Each share of common stock,
par value $.01 per share, of Merger Sub A (the "Merger Sub A Common Stock")
outstanding immediately prior to the Effective Time shall, by virtue of the
Purchaser Merger and without any further action by the holder thereof, be
converted into and become one share of common stock, par value $.01 per
share, of the Surviving Corporation (the "Surviving Corporation Common
Stock"). Each certificate which immediately prior to the Effective Time
represented outstanding shares of Merger Sub A Common Stock shall, on and
after the Effective Time, be deemed for all purposes to represent the number
of shares of Surviving Corporation Common Stock into which the shares of
Merger Sub A Common Stock


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represented by such certificate shall have been converted pursuant to this
Section 2.1.

     Section 2.2.  HOLDING COMPANY CAPITAL STOCK.  At the earlier of the
effective time of the Company Merger and the Effective Time, each share of
the capital stock of the Holding Company issued and outstanding immediately
prior to such time shall be converted into the right to receive in cash at the
fair market value thereof, as agreed upon by the Purchaser and the Holding
Company.

     Section 2.3.  CONVERSION OF PURCHASER STOCK.  (a) At the Effective Time,
each share of common stock, par value $.025 per share, of the Purchaser (the
"Purchaser Common Stock"), issued and outstanding at the Effective Time shall
be converted into one share of common stock, $0.01 par value, of the Holding
Company (the "Holding Company Common Stock"). Upon such conversion, all such
shares of Purchaser Common Stock shall be cancelled and cease to exist, and
each certificate theretofore representing any such shares shall, without any
action on the part of the holder thereof, be deemed to represent an
equivalent number of shares of Holding Company Common Stock.

     (b)  At the Effective Time, each share of Purchaser Common Stock which
is held in the treasury of the Purchaser immediately prior to the Effective
Time shall, by virtue of the Purchaser Merger, cease to be outstanding and
shall be cancelled and retired without payment of any consideration therefor.

                                ARTICLE III

                           TERMINATION AND AMENDMENT

     Section 3.1.  TERMINATION. Notwithstanding the approval and adoption of
this Agreement and Plan of Merger by the stockholders of the Constituent
Corporations, this Agreement and Plan of Merger shall terminate forthwith in
the event that the Reorganization Agreement shall be terminated as therein
provided. In the event of the termination of this Agreement and Plan of
Merger as provided above, this Agreement and Plan of Merger shall forthwith
become void and there shall be no liability on the part of any of the parties
hereto except as otherwise provided in the Reorganization Agreement.

     Section 3.2.  AMENDMENT.  This Agreement and Plan of Merger shall not be
amended other than pursuant to an amendment to the Reorganization Agreement
approved in the manner therein provided. If any such amendment to the
Reorganization Agreement is so approved, any amendment to this Agreement and
Plan of Merger required by such amendment to the Reorganization Agreement
shall be

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effected by the parties hereto by action taken by their respective Board
of Directors.

                                ARTICLE IV

                               MISCELLANEOUS

     Section 4.1.  GOVERNING LAW. This Agreement and Plan of Merger shall be
governed by the laws of the State of Delaware.

     Section 4.2  COUNTERPARTS.  This Agreement and Plan of Merger may be
executed in two or more counterparts, each of which shall be deemed to be an
original, but all of which shall constitute one and the same agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement and
Plan of Merger to be signed by their respective officers thereunto duly
authorized as of the date first written above.


                                      THE WALT DISNEY COMPANY,

                                          By:________________________________
                                             Name:
                                             Title:


                                      DC HOLDCO, INC.,

                                          By:________________________________
                                             Name:
                                             Title:


                                      DCA MERGER CORP.,

                                          By:________________________________
                                             Name:
                                             Title:


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