UNANIMOUS WRITTEN CONSENT

OFTHE

BOARD OF DIRECTORS

OF

SONY PICTURES ENTERTAINMENT INC. (a Delaware Corporation)

The undersigned, being all ofthe Directors of SONY PICTURES

ENTERTAINMENT INC. (the "Company"), a Delaware corporation, acting without a meeting pursuant to Section 141(f) of the General Corporation Lawof the State of

Delaware, do hereby consent in writing to the adoption of the following resolutions in lieu of a Meeting:

RESOLVED, that the First Amendment to tbe Sony Pictures Entertainment Savings and Profit Sharing Plan, as amended and restated effective January 1, 2001 (the "Flan") in substantially the form annexed hereto as Exhibit A be adopted; and be it fiirther

RESOLVED, that tbe proper officers of the Company and the members of the Committee be, and each of them hereby is authorized to take all actions they deem necessary and appropriate to implement the intention of the foregoing resolutions.

This Consent may be executed in any number of counterparts, each ofwhich shall bean original and all of which shall together constitute one and the same Consent

l^WITNESSWHEREOF,theundersignedbaveexecuted this Consenton the 27th day ofDecember 2002

Howard Stringer, Chairman

Norio Ohga KenKutaragi

Nobuyukildei H.PaulBurak

KunitakeAndo Teruo Masaki

Tsunao Hashimoto TeruhisaTokunaka be an original and all ofwhich shall together constitute one and the same Consent

F^WITNESSWHEREOF,the undersigned bave executed this Consenton tbe

27th day ofDecember 2002

Howard Stringer, Chairman JohnNCalley

^ KenKutaragi

Nobuyukildei HPaulBurak

KunitakeAndo Ter^o Masaki

Tsunao Hashimoto TeruhisaTokunaka be an original and all ofwhich shall together constitute one and the same Consent

IN WITNESS WHEREOF,the undersigned haveexecuted this Consent on tbe

27tb day ofDecember 2002

Howard Stringer, Chairman JohnNCalley

Ken Kutaragi

r4obuyuki Idei H Paul Burak

Kunitake Ando Teruo Masaki

Tsunao Hashimoto Temhisa Tokunaka be an original and all ofwhich sba^l together constitute one and the same Consent^

INWffNESSWHEREOF,tbe undersigned haveexecuted this Consenton tbe

27th day ofDecember 2002

Howard Stringer, Chairman JohnNCalley

Norio Ohga KenKutaragi

Nobuyukildei HPaulBurak

Teruo Masaki

Tsunao Hashimoto TeruhisaTokunaka be an original and all ofwhich shall together constitute one and the same Consent

INWfTNESSWHEREOF,the undersigned haveexecuted this Consenton the

27th day ofDecember 2002

Howard Stringer, Chairman JohnN. Calley

Norio Ohga KenKutaragi

Nobuyuki Idei H. Paul Burak

Kunitake Ando Teruo Masaki

^^^^^^^^^^^^^^^^^^^^^^^^^^^ Tsunao Hashimoto TeruhisaTokunaka be an original and all ofwhich shall together constitute one and the same Consent

IN WITNESS WHEREOF,the undersigned haveexecuted this Consenton the

27th day ofDecember 2002

Howard Stringer, Chairman John N. Calley ?4iJ Norio Ohga 4Cen Kutaragi

Nobuyuki Idei H. Paul Burak

Kunitake Ando Teruo Masaki

Tsunao Hashimoto Teruhisa Tokunaka be an original and ah ofwhich shall together constitute one and the same Consent

INWITNESSWHEREOF,the undersigned haveexecuted this Consenton the

27th day ofDecember 2002

Howard Stringer, Chairman JohnNCalley

Norio Ohga KenKutaragi

Nobuyukildei HPaulBurak

KunitakeAndo Teruo Masaki

Tsunao Hashimoto TeruhisaTokunaka be an original and all ofwhich sha^^ together constitute one and the same Consent

f^ WITNESS WHEREOF,the undersigned have executed this Consent on the

27th day ofDecember2002

Howard Stringer, Chairman JohnN Calley

Norio Ohga Ken Kutaragi

Nobuyuki Idei H. Paul Burak

Kunitake Ando Teruo Masaki \ - T^^cx^sA-xt^j^ Tsunao Hashimoto Teruhisa Tokunaka ^xb^b^tA

FIRST AMENDMENT TOTHE SONYPICTURES ENTERTAH^^NT SAVINGS ANDPROFITSHARINGPLAN

As set forth below, the Sony Pictures Entertainment Savings and FrofitSharing Plan,as amended and restated through Januaryl,2001 (the "Flan"), is hereby further amended pursuant to Section 131thereof

Certain provisions ofthisFirstAmendment(the"EGTRRAProvisions")are hereby adopted to refiect the applicable provisions ofthe Economic Growth and Tax ReliefReconciliation Act of 2001 ("EGTRRA") Tothe extent tbe EGTRRA Provisions of this First Amendment are intended as good faith compliance with the requirements of EGTRRA, such EGTRRA Provisions are tobe construed inaccordance with EGTRRA andguidanceissuedthereunder Unless otherwise extended by law, the EGTRRA Provisions shall be rescinded automatically as ofDecember31,2001,pursuant to th^ "sunset provisions"contained in section ^OlofEGTRRA.

Except as otherwise provided,the provisions of this First Amendment shallbe ef^ctivc asof Januaryl,2002 and shall supersede the provisions of the Plan to the extent those provisions are inconsistent with tbe provisions ofthis First Amendment

1. Sectionllofthe Flan is hereby amended in its entirety to read as follows:

11 Accounts^ A Participant's Afier^Tax Contributions Account, Before-Tax ContributionsAccount,Catch-Up Contributions Account, Employer Contributions Account, Matching Contributions Account, Profit-Sharing Contributions Account, Rollover ContributionsAccount and any other account that may be provided for under an applicable Supplement

2^ New Sectionsll2Aandll2B are hereby added to the Flan,which in their entirety sball read as follows:

1.12A Catch^Up Contributions Contributions made foraParticipant in the amount by which he electstoreducehistaxable compensation,as currently provided fbr under Section3.1^^

1 12B Catch-Up Contributions Account Aseparate account maintained foraParticipant that refiects his share of theTrustFund attributable to his Catch- Up Contributions, as adjusted from time to time pursuant to Article IV.

3^ Sectionll^of tbe Flan is hereby amended by the addition of the following text to the end thereof:

Notwithstanding theimmediatelyprecedingparagraph,effectivefbrPlan Years beginning on and afier January 1, 2002, the annual Compensation of each Participant taken into account in determining allocations fbr any Plan Year

o^i^^^^o^^ beginning afier December31, 2001, shall not exceed two hundred thousand dollars (^200,000), as adjusted from time to time in accordance with section 401(a)(17)oftheCode

4 SectionL21 ofthe Plan is hereby amended in its entirety to read as follows:

121 Elective Deferral Limit No Participant shall be permitted to have Before-Tax Contributions made under thePlan or"elective deferrals" (as defined in section 402(g)(3)of the Code) made under any other qualified plan maintained by an Employer or by an Affiliate during any taxable year in excess ofthe "annual elective deferral limit" For purposes ofthis definition, the "annual elective deferral limit"means the dollar limitation contained in section 402(g) of the Code inefiectfbrsuch taxableyear,excepttotheextentpermittedunder Section3.l^of tbe Plan and section414(v)ofthe Code, if applicable^

The maximum amount of B^fbr^-TaxContributionstbataParticipant can make under thePlan shall be e^ual to the difference between the "annual elective deferral limit" reduced by the amount of "elective deferrals" made by tbe Participant during his taxable year (which fbr this purpose is presumed to be the calendar year) underany plans or agreements maintained by an Employer or by an Affiliate other than the Plan and, in the sole discretion ofthe Committee or its duly authorized designee, any plans or agreements maintained by any other employer, if reported tothe Committee or its duly authorizeddesignee at such time and in such manner as the Committee or its duly authorized designee shall prescribed

5 The second sentence of Section32of the Plan is hereby amended in its entirety to read as follows:

EfiectiveJanuary 1,2002,(a) fbr each Participant who isaHighly Compensated Employee, such whole percentage shall be between 1^ and IS^ of his Compensation and(b) fbr each Participant who isanon-Highly Compensated Employee, such whole percentage shall be between 1^ and 2^^ of his Compensation Effective Septemberl,!^^^ but prior to Januaryl,2002, such whole percentage shall be betweenl^andl^^ ofhis Compensation Efiective Januaryl,1^^3 but prior to September l,l^^^,such whole percentage shall not be less than 2^; provided thataParticipant whose Compensation was reduced by l^immediately prior to Januaryl,1^^3 may remain atl^until such Participant electsto change or suspendhis Participation Agreement Notwithstandingthe fbregoing,the Committee or its duly authorized designee,inits sole discretion, mayfbranyPlanYear,(i)establishamaximum percentage that is less than the percentage stated above, but in no event shall such alternative maximum percentage be less than ^^ofCompensation,(ii) determine the fbrm and marmer in which such alternative maximum percentage shall apply and (iii) determine to which Participants or groups ofParticipants such alternative maximum percentage shall apply^ Notwithstanding any provision ofthe F^an to the contrary, the multiple use test described inTreasuryRegulationsectionl401(m)-2shall notapply to thePlanfbrPlan Years beginningafierDecember31,2001 and,accordingly, effective asof January 1,2002, Section3^oftheP^an is hereby deleted in its entirety and all references to"Aggregate Limit" in the Plan are hereby deleted and shall have no force and ef^ct

7 Section 3.13 of the Plan is hereby amended by the insertion of the following text immediately afier the first sentence thereof

Effective as ofJanuary 1,2002, an Eligible Employee may make one or more of the following contributions to the Flan,which contributions shall be referred to as "Rollover Contributions:"

(a) a direct rollover of an eligible rollover distribution made afier December31,2001fiom(i)a^ualified plan described in section 401(a) or 403(a) ofthe Code, including afier-tax employee contributions, (ii) an annuity contract described in section 403(b) of the Code, excluding afi:er-tax empioyee contributions,or (iii) an eligible planunder section 4S7(b)of the Code whichis maintained by a state, political subdivision of a state, or any agency or instrumentality ofastate or political subdivision ofastate, and

(b) aparticipantcontribution ofan eligible rollover distribution made afier December31,2001 fiom: (i)a^ualified plan described in section 401(a)or 403(a)of the Code or an annuity contract described in section 403(b)of the Code and (ii) an eligible p^an under Section 4S7(b)of the Code which is maintained by astate, political subdivision ofastate, or any agency or instrumentality ofastate orpolitical subdivision ofastate, and

(c) a participant rollover contribution of a distribution made afier December31,2001fiom an individual retirement account or annuity described in section 40^(a) or 40^(b)of the Code that is eligible to be rolled over and would otherwise be includible in gross income^

^. AnewSection3.1^ofthePlan is herebyadded in its entirety to read as follows:

31^ CatchUp Contributions Efiective as ofApril 1, 2002, all Employees who are eligible tomake elective deferralsunder the Plan and who haveattainedageSObefbrethecloseofthePlanYearshallbeehgibletomake catch-up contributions in accordance with, and subject to the limitations of, section414(v) ofthe Code^ Such catch-up contributions shall not be taken into accountfbr purposes of theprovisions of thePlan implementing the required limitations of sections 402(g) and41Sof the Code The Plan shall not be treated as failing to satis^ the provisions ofthe Flan implementing the requirements of section401(k)(3), 401(k)(ll), 401(k)(12), 410(b)or41^of the Code, as applicable, by reason of the making of such catch up contributions' Anew Section414ofthe Plan is hereby added in its entirety to read as follows:

414 Catch^Up Contributions. A "Catch-Up Contributions Account" shall be maintainedfor each Participant whois eligible andwhohaselectedto make Catch-Up Contributionsunder Section 3.l^in which shallbe enteredthe amount ofsuch contributions

10 Anew Section4.7.3Aof the Plan is hereby added in its entirety to read as follows:

4^73AAllocation of Catch-Up Contributions Catch Up Contributions madeonbehalfofaParticipantshallbecreditedtohis Catch-Up Contributions Account as ofsuch date or dates as the Committee or its duly authorized designee shall deem equitable and administratively practicable but not later than the close ofthe Plan fbr which paid^

11 Section7^2.1ofthe Flan is hereby amended in its entirety to read as follows:

7^2^1 Further Conditions onWithdrawal Ifahardship withdrawal fiom a Participant's Before-Tax Contributions Account is made by a Pari:icipant pursuant to this Section7.2,no contributions shall be made to such Participant's Before-Tax Contributions Account or After-Tax Contributions Account under this Plan or to any other tax-qualified or non-qualified p^an of de^rred compensation (excluding mandatory employee contributionsunderanydefinedbenefitplanor contributions under any welfare benefit plan), or stock option, stock purchase or similar plans ofany Employer or Affiliate,

(a) Efiective Januaryl,2001,(i) fbr the six (^)-month period commencing on the first day following the month in which the hardship withdrawal is distributed to such Participant or (ii) until January 1, 2002, whichever is later, and

(b) Effective January 1, 2002, fbr thesix (^)-month period commencing on the first day following the month in which the hardship withdrawal is distributed to such Participant

Each other such plan shall be deemed amended by reason ofthis provision and the Participant^sexecutionof the Appropriate Form, as described in Section72,to the extentnecessary to give full efiect to this Section7.2^L

12 Anew Section^lOofthe Flan is hereby added in its entirety to read as follows:

^.10 Suspensionof Required Loan Repayments' Notwithstanding any provisions of ArticleVm to the contrary,ifaParticipantreceivesaloan fiom the Flan and subsequently enters into Military Service during the term ofthe loan,a decreasein Compensation or ^ilure to make required loan repayments during such Military Service shall not result inade^uhu^derSection^^ Upon the Participant^sretum to employment fiom Military Service, payments in an amount identical to thosemadeprior tosuch Military Service shah resume assoon as administrative practicable following his retum to employment; provided, however, that in no event shall the suspension period cause the loan to be f^lly repaid any later than the longest permissible period fbr loan repayment set forth under section 72(p) of the Code plus a period of time e^ual to the length of such Military Service

13^ ThefirstsentenceofSection^.3ofthePlan is hereby amended in its entirety to read as follows:

If(a)the total amount to be distributed fiom the Participant^sAccounts (including such Participant's Rollover Contributions Account) upon Termination of Employment does not exceed five thousand dollars (^^,000) (^3,^00 priorto January 1, 1^^^) and, if distribution is made prior to March 22, 1^^^, the Participant^svested interest in his Accounts never exceeded such limit at the time ofany priorwithdrawalordistribution under the Plan, or (b)the Participant has attainedhisNormal Retirement Date and did not elect to defer distribution toa date not later thanthatapphcab^e under Sections.S2,or (c)distributionis on account of death, distribution under Section ^1 shall be made as soon as practicable thereafier (taking into account required administrative procedures, includingtheperiodnecessaryfbrelections under Sections.IS,relating to direct rollovers and the time at which the Farticipant^sTerminationofEmployment or death is reported to the Committee or its duly authorized designee), in an amount that, effective Septemberl,l^^^,shall be based on the value of the Participant's vested Accounts as ofthe Valuation Date on which such distribution is processed^

14^ Section^.l4ofthePlanisherebyamended in its entirety to read as follows:

^.14 Restrictions on Distributions' Notwithstanding any other provision of the Flan, a Participant's Before-Tax Contributions Account shall not be distributable prior to his separation from service or disability(within the meaning of section 401(k)(2)(B) of the Code and regulations thereunder), death, or attainment ofagefifty^nine and one-half(S^-1^2), except

(a) in cases ofhardship to the extent provided in Section7.2,

(b) upon termination ofthe Flan without the establishment or maintenance ofanother defined contribution plan (other than an employee stock ownership plan as defined in section 4^7S(e)(7) ofthe Code) within the meaning of applicable regulations,

(c) prior to termination ofthe Plan, as authorized under section 401(k)(2)(B)(i)(II) ofthe Code (i) upon disposition by an Employer or Affiliate to anunrelatedentityofsubstantiallyalloftheassets used by such corporation ina trade or business ifsuch Employer or Affiliate continues to maintain this Plan and the acquiring entity does not maintain the Flan afier the disposition, in the case of a Participant who continues employment with the corporation acquiring such assets, or(ii) upon disposition byanEmployerorAffiliatetoan unrelated entity ofsuch corporation's interest in a subsidiary if such corporation continues to maintain this Plan and the acquiring entity does not maintainthe Plan afier the disposition,with respect toaParticipant who continues employment with sucha subsidiary, or

(d) effective as ofJanuary 1,2002 and notwithstanding any of the preceding Subsections,inthe case of any distribution made afierJanuaryl, 2002 onaccount of aParticipant^s severance of employment (as such term is definedin applicableTreasury guidance), regardless whensuch severance from employment occurred

No distribution shall be m^de pursuant to clause (b) or (c) of the preceding sentence unless the distribution qualifies asa"lump sum distribution"within the meaning of section401(k)(10)(B) ofthe Code^ No portion of aParticipant^s Accountsshallbe distributed under thePlan without his prior written consent duringanyperiodthattheParticipant^sBefbre-TaxContributions Account is not distributable by reason of this Section^l4, and the Participant^sAccounts shall continue to be adjusted as provided in Section 4 7 during any period that distribution is deferred by reason ofthis Section^.l4.

IS. Section^lSl(a) of the Plan is hereby amended by the addition of the following text to the end thereof

Anyamountthatis distributed afier December 31,2001 on account of hardship, pursuant to Section7.2, shall not be an eligible rollover distribution(as defined herein)and the distributee(as defined in Sections.ISl(c)) may not elect to have any portion of suchadistribution paid directly to an eligible retirement plan(as defined in Section^lSl(b)) Aportionofadistribution made afier December31, 2001 shall not fail to be an eligible rollover distribution merely because the portion consists of Afier-Tax Contributions which are not ir^cludible in gross income; however, such portion may be transferred only to an individual retirement account or annuity described in section 40^(a) or (b)of the Code, or to a^ualified defined contribution plan described in sectior^ 401(a) or 403(a) of the Code that agrees to separately account fbr amounts so transferred, including separately accounting fbr the portionofsuchdistributionwhichisincludiblein gross income and the portion ofsuch distribution which is not so includible^ 1^ Sections.IS.l(b)of the Plan is hereby amended by the addition of the following text to the end thereof

Effective fbr distributions made afier December 31,2001,aneligible retirement plan (as defined herein) shall also mean an annuity contract described in section 403(b)of the Code and an eligible p^an under section 4S7(b)of the Code whichis maintained byastate, political subdivision ofastate,or any agency or instrumentality ofastate or political subdivision ofastate andwhichagreesto separately account fbr amounts transferredinto such plan fiom thePlan The definition ofeligibleretirementplan, as definedherein,shallalsoapply in the caseofadistribution toasurviving spouse, or toaspouse or former spouse who is thealtematepayee undera^ualified domesticrelation order, as defined in section414(p)oftheCode^

17 SectionlLl ofthe Flan is hereby amended by the addition ofthe following text to the end thereof

In no event sha^l Catch-Up Contributions be treated as an Annual Addition

1^^ Sectionl^.2 of the Flan is hereby amended in its entirety to read as follows:

1^.2 Limitation on Annual Additions. For LimitationYears beginning on and afierJanuaryl,2002,theAnnualAdditionsthat may be contributed or allocated toaParticipant^sAccount under the Plan fbr any LimitationYear shall not exceed the lesser of

(a) ^0,000, as adjusted fbr increases in the cost-of-living under section41S(d) ofthe Code; or

(b) 100^ ofthe Participant^sEamings fbr the LimitationYear

The Eamingslimit referredto inSubsection(b), above, shall not apply to any contribution fbr medical benefits afier separation fiom service (within the meaning of section 401(h)orsection41^A(f)(2) of the Code),which is otherwise treated as an Armual Addition.

1^^ Sectionl^l2ofthe Flan is hereby amended in its entirety to read as follows:

1^12Key Employee For purposes of this Article XVHI, "Key Employee" shall mean:

(a) ForFlan Years priorto January 1, 2002, an Employee (includingafbrmerEmployee,whether or not deceased) who, at any time during agiven FlanYear or any of the four preceding FlanYears, is one or more of the following: (1) Officer An officer of an Employer or Affiliate having compensation within the meaning of section414(^)(4) of the Code ("Top- Heavy Compensation") of more than fifiypercent(SO^) of the dollar amount in effectundersection41S(b)(l)(A) of the Code for any such FlanYear; provided, that the number ofEmployees treated as officers shall be no more than fifiy (SO) or, if fewcr,the greater of three (3)Employees or ten percent of the Employees (exclusive ofEmployees described in section414(^)(S) of the Code)

(2) Top Ten Employee-Owner One of the ten (10) Employees (i) having Top-Heavy Compensation of more than the dollar limit under Sectionl^.2 and (ii)owning(or considered as owning within the meaning of section41^(i) ofthe Code) the largest percentage interests in valueof an Employer or an Affiliate, provided that such percentage interest exceeds one-half percent (OS^)invalue^ If two (2)Employeeshavethesameinterest inthe Employeroran Affiliate, the Employee having greaterTop-Heavy Compensation shall be treated as havingalargcr interest

(3) Five-percent Owner. A person owning (or considered as owning, withinthemeaningofsection41^(i) of the Code) more thanfive-percent(S^)oftheoutstandingstockofanEmployeroran Affiliate, or stock possessing more than fivepercent(S^) of the total combined voting power ofall stock of an Employer or an Affiliate(or having more than five percent(S^) of the capital or profits interest in any Employeroran Affiliate that isnota corporation, determined under similar principles).

(4) One-percent Owner. A one-percent owner of an Employer or an Affiliate having Top-Heavy Compensation ofmore than one hundred fif^ thousand dollars (^1S0,000) "One-percent owner" means any person who would be described in Section l^.L2(c) if "one-percent" were substituted fbr ^^five-percenf^ in each place where it appears in Sectionl^.12(c)

(b) Efiective fbr Plan Years beginning afier December 31, 2002,anyEmployee or fbrmerEmployee (including any deceased Employee) who at any time during the FlanYear that includes the Determination Date was one or more ofthe fbhowing:

(1) an officer ofan Employer or Affiliate having annual compensationgreater than ^130,000 (as adjusted under section41^(i)(l)of the Code fbr FlanYears beginning afier December31,2002),

(2) a Five-percent Owner referred to in Subsection (a)(3)above,or

(3) a One-percent Owner referred to in Subsection (a)(4)above. For purposes of this Section 1^12(b), annual compensation shall mean compensation within the meaning of section41S(c)(3) of the Code. The determination of who is a K^y Employee will be made in accordance with section41^(i)(l)oftheCodeandtheapplicableregulations and other guidance of general applicability issued thereunder

20 Section l^l^ofthe Flan is hereby amended by the addition ofthe following text to the end thereof Notwithstanding the preceding sentence, efiective fbr FlanYears beginning afier December 31, 2001, the present values ofaccrued benefits and the amounts of account balances ofan Employee as ofthe Determination Date shall be increased by the distributions made with respect to the Employee under the Flan and any planaggregated with the Plan under section41^(g)(2) ofthe Code during the one ^ear period ending on the Determination Date The preceding sentence shall also apply to distributions underaterminated plan which, had it not been terminated, would have been aggregated with the Plan under section41^(g)(2)(A)(i) ofthe Code In the caseofadistribution made fbrareason other than Termination of Employment, death or disability, this provision shall be applied by substituting "five-yearperiod" fbr"one-year period "

21 Sectionl^l7ofthe Flan is hereby amended by th^ addition ofthe following text to the end thereof EffectiveforFlanYearsbeginningDecember31,2001,the accrued benefits and accounts of any individual who has not performed services fbr an Employer or Affiliate during the one-yearperiod ending on the Determination Date shall not be taken into account 22 Sectionl^21ofthe Plan is hereby amended by theaddition ofthe following text to the end thereof Notwithstanding any provision of this Section 1^2to the contrary, effective for Plan Years beginning afier December 31, 2001, Matching Contributions shall be taken into account fbr purposes of satisfying the minimum contribution requirements of section41^(c)(2) ofthe Code and this Sectionl^L2 ofthe Plan The preceding sentence shall apply with respect to Matching Contributions under the Flan or, to the extent that the minimum contribution requirement shall be met in another plan, as described above, such other plan Matching Contributions that are used to satisfy the minimum contribution requirements shallbe treated as matching contributions for purposes ofthe actual cootribution percentage test and other requirements ofsection401(m)of the Code