8-K

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported):
April 14, 2003

THE WALT DISNEY COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE (STATE OF JURISDICTION OF INCORPORATION)	1-11605 (COMMISSION FILE NUMBER)	95-4545390 (IRS EMPLOYER IDENTIFICATION NO.)
500 South Buena Vista Street, Burbank, California        91521 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)             (ZIP CODE)
(818) 560-1000 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Not applicable (FORMER NAME OR ADDRESS, IF CHANGED SINCE LAST REPORT)

Item 5. Other Events.

        On April 14, 2003, The Walt Disney Company, a Delaware corporation (the "Company"), completed the issuance and sale to the public of $1,322,500,000 aggregate principal amount of 2.125% Convertible Senior Notes due April 15, 2023 (the "Convertible Notes"), pursuant to an underwriting agreement, dated April 8, 2003 (the "Underwriting Agreement"), between the Company and Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Credit Suisse First Boston LLC, as representatives of the several underwriters named therein.

        Exhibits are filed herewith in connection with the Registration Statement on Form S-3 (File No. 333-67870), filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and declared effective by the Commission on August 23, 2001, with respect to the Company's issuance and sale of the Convertible Notes.

Item 7. Financial Statements and Exhibits.

(a)

Not applicable.



(b)

Not applicable.



(c)

Exhibits

Exhibit No.	Description
1.1	Underwriting Agreement, dated April 8, 2003, between the Company and the several underwriters named therein.
4.1	Senior Debt Securities Indenture, dated September 24, 2001, between the Company and Wells Fargo Bank, National Association, as trustee, pursuant to which the Convertible Notes have been issued (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, dated September 24, 2001).
4.2	Officers' Certificate dated as of April 14, 2003 establishing the Convertible Notes as a series under the Senior Debt Securities Indenture.
4.3	Form of 2.125% Convertible Senior Notes due 2023 (incorporated by reference to Exhibit A to the Officer's Certificate in Exhibit 4.2).

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE WALT DISNEY COMPANY
By:	/s/  ALAN N. BRAVERMAN Alan N. Braverman Executive Vice President and General Counsel

Dated: April 14, 2003

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EXHIBIT INDEX

Exhibit No.	Description
1.1	Underwriting Agreement, dated April 8, 2003, between the Company and the several underwriters named therein.
4.1	Senior Debt Securities Indenture, dated September 24, 2001, between the Company and Wells Fargo Bank, National Association, as trustee, pursuant to which the Convertible Notes have been issued (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, dated September 24, 2001).
4.2	Officers' Certificate dated as of April 14, 2003 establishing the Convertible Notes as a series under the Senior Debt Securities Indenture.
4.3	Form of 2.125% Convertible Senior Notes due 2023 (incorporated by reference to Exhibit A to the Officer's Certificate in Exhibit 4.2).

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Item 5. Other Events.
Item 7. Financial Statements and Exhibits.

SIGNATURES
EXHIBIT INDEX

EX-1.1

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EXHIBIT 1.1

UNDERWRITING AGREEMENT

April 8, 2003

The Walt Disney Company
500 South Buena Vista Street
Burbank, California 91521

Dear Sirs:

        We (the "Representatives") are acting on behalf of the underwriters (including ourselves) named below (such underwriters being herein called the "Underwriters"), and we understand that The Walt Disney Company, a Delaware corporation (the "Company"), proposes to issue and sell U.S. $1,150,000,000 aggregate principal amount of its 2.125% Convertible Senior Notes due April 15, 2023 (the "Initial Securities").

        Subject to the terms and conditions set forth or incorporated by reference herein, the Company hereby agrees to sell and the Underwriters agree to purchase, severally and not jointly, the principal amount of Initial Securities set forth below opposite their names at a purchase price of 97.75% of the principal amount thereof plus accrued interest, if any, from April 14, 2003:

Name	Principal Amount of Initial Securities
Citigroup Global Markets Inc.	$	385,250,000
J. P. Morgan Securities Inc.		172,500,000
Credit Suisse First Boston LLC		138,000,000
Banc of America Securities LLC		28,750,000
Barclays Capital Inc.		28,750,000
Bear, Sterns & Co. Inc.		28,750,000
BNP Paribas Securities Corp.		28,750,000
HSBC Securities (USA) Inc.		28,750,000
Lehman Brothers Inc.		28,750,000
Merrill Lynch, Pierce, Fenner & Smith                       Incorporated		28,750,000
Morgan Stanley & Co. Incorporated		28,750,000
UBS Warburg LLC		28,750,000
Banca Intesa SpA		28,750,000
BMO Nesbitt Burns Corp.		28,750,000
Mizuho International plc		28,750,000
SunTrust Capital Markets, Inc.		28,750,000
ING Financial Markets LLC		17,250,000
SG Cowen Securities Corporation		17,250,000
Wells Fargo Brokerage Services, LLC		17,250,000
Blaylock & Partners, L.P.		5,750,000
Loop Capital Markets, LLC		5,750,000
Muriel Siebert & Co., Inc.		5,750,000
Samuel A. Ramirez & Company, Inc.		5,750,000
The Williams Capital Group, L.P.		5,750,000
	$	1,150,000,000

        The Underwriters will pay for the Initial Securities upon delivery thereof to The Depository Trust Company or its designated custodian at 10:00 a.m. (New York time) on April 14, 2003 or at such other time, not later than 10:00 a.m. (New York time) on April 21, 2003 as shall be designated by the

Representatives. The time and date of such payment and delivery are hereinafter referred to as the "Closing Date."

        In addition, subject to the terms and conditions set forth or incorporated by reference herein, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $172,500,000 principal amount of its 2.125% Convertible Senior Notes due April 15, 2023 (the "Option Securities" and together with the Initial Securities, the "Securities") at the price set forth above. The option hereby granted will expire 30 days after the date of this Agreement and may be exercised only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company setting forth the principal amount of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery of such Option Securities. Such time and date of delivery (the "Date of Delivery") shall be determined by the Representatives but shall not be earlier than three nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Option Securities shall be purchased by the Underwriters, severally and not jointly, in proportion to their respective Initial Securities underwriting obligations as set forth above.

        The Underwriters will pay for the Option Securities upon delivery thereof to The Depositary Trust Company or its designated custodian at 10:00 a.m. (New York Time) on the Date of Delivery.

        The Securities shall have the terms set forth in the Prospectus dated August 23, 2001, as supplemented by the Prospectus Supplement dated April 8, 2003, including the following:

TERMS OF SECURITIES:

A. 2.125% Convertible Senior Notes due April 15, 2023

Title:	2.125% Convertible Senior Notes due 2023
Aggregate Principal Amount:	$1,150,000,000 ($1,322,500,000 if the Underwriters exercise in full their overallotment option to purchase Option Securities)
Initial Offering Price:	100% (plus, solely in the case of any Option Securities that are purchased on a Date of Delivery which is after the Closing Date, accrued and unpaid interest, if any, from the Closing Date to but excluding such Date of Delivery)
Purchase Price:	97.75%
Currency of Payment:	United States Dollars
Ratings of debt securities included in the Registration Statement:	BBB+—Standard & Poor's Ratings Services Baa1—Moody's Investors Service
Maturity Date:	April 15, 2023
Interest Rate:	2.125%
Optional Redemption Provisions:	As set forth in the Prospectus Supplement
Conversion Rate:	The Securities shall be convertible into shares of Common Stock at an initial conversion rate of 33.9443 shares of Common Stock per $1,000 principal amount of Securities which is equivalent to an initial conversion price of $29.46 per share of Common Stock, subject to adjustment as set forth in the Prospectus Supplement

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Conversion Rights:	As set forth in the Prospectus Supplement
Purchase of Securities by the Company at the Option of the Holder	As set forth in the Prospectus Supplement
Purchase of Securities by the Company upon a Fundamental Change	As set forth in the Prospectus Supplement
Interest Payment Dates:	April 15 and October 15 commencing October 15, 2003 (interest accrues from April 14, 2003)
Regular Record Dates:	The April 1 or October 1 (whether or not a Business Day) immediately preceding the related Interest Payment Date
Form and Denominations:	Global Note registered in the name of Cede & Co., as the nominee of The Depository Trust Company ("DTC"). Beneficial interests in such Global Note will be in denominations of U.S. $1,000 and integral multiples thereof.
Ranking:	The Securities will constitute a separate series of senior unsecured debt obligations of the Company issued under the Indenture, dated as of September 24, 2001 (the "Indenture"), by and among the Company, as issuer, and Wells Fargo Bank, N.A., as trustee (the "Trustee") and will rank pari passu with all other senior unsecured indebtedness of the Company from time to time outstanding.
Listing:	The Securities will not be listed on any Securities Exchange.

B. Other General Provisions

Conditions to Closing.

        Section 5 of the Company's Underwriting Agreement Standard Provisions (Convertible Debt Securities) dated April 8, 2003 (the "Standard Provisions") is amended by adding the following new paragraph (j):

        "(j)    Option Securities.    The several obligations of the Underwriters to purchase Option Securities are subject to delivery to the Underwriters on the Date of Delivery such documents, opinions and comfort letters as the Representatives may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Option Securities and other matters related to the issuance of the Option Securities."

Covenants of the Company.

        Section 6 of the Standard Provisions is amended by adding the following new paragraph (i):

        "(i)    Restriction on Sale of Securities and Common Stock.    From the date hereof through and including the 60th day after the date hereof, neither the Company nor Michael D. Eisner, Robert A. Iger, Peter E. Murphy and Thomas O. Staggs (the "Specified Company Officers") will, without the prior written consent of Citigroup Global Markets Inc., directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or for the sale of, or lend or otherwise dispose of or transfer any shares of Common Stock or any securities convertible into or exercisable or exchangeable for or repayable with Common Stock or file or request or demand the filing of any registration statement under the 1933 Act with respect to any of the foregoing or cause or permit the registration, sale or

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other transfer of any of the foregoing pursuant to any registration statement which the Company has filed or may hereafter file under the 1933 Act, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Common Stock or any securities convertible into or exercisable or exchangeable for or repayable with Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof, (B) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company, (C) the issuance of the Securities and the shares of Common Stock issuable upon conversion of the Securities, or (D) the issuance by the Company of shares of Common Stock or securities convertible or exchangeable or exercisable for any shares of its Common Stock in connection with a merger, acquisition or other business combination. The Specified Company Officers may offer or sell (or enter into any agreement to offer or sell), directly or indirectly, Common Stock (i) as a bona fide gift, provided that the recipient agrees to be bound by the lock-up restrictions, (ii) to any trust, family partnership or similar entity for the direct or indirect benefit of the Specified Company Officers, provided that the trust, partnership or similar entity agrees to be bound by the lock-up restrictions, and (iii) in an amount not to exceed 100,000 shares in the aggregate, which shares of Common Stock were acquired upon the exercise of options to purchase Common Stock or to effect a cashless exercise of options to purchase Common Stock that are outstanding on the date hereof or are thereafter issued under the Company's existing stock option plans."

Defaulting Underwriters.

        Section 12 of the Standard Provisions is amended to read as follows:

        "12.    Defaulting Underwriters.    If on the Closing Date or the Date of Delivery, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Securities that it has or they have agreed to purchase on such date, and the aggregate amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of Initial Securities set forth opposite their respective names above bears to the aggregate amount of Initial Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Initial Securities and the aggregate amount of Initial Securities with respect to which such default occurs is more than one-tenth of the aggregate amount of Initial Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Initial Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date but in no event for longer then seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If on the Date of Delivery any Underwriter or Underwriters shall fail or refuse to purchase Option Securities and the aggregate amount of Option Securities with respect to which such default occurs is more than one-tenth of the aggregate amount of Option Securities to be purchased on such date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Option Securities or (ii) purchase not less than the amount of Option Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement."

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        Notices: Notices to the Underwriters shall be directed to the Representatives as follows; Citigroup Global Markets Inc. at 388 Greenwich Street, New York, New York 10013, attention of General Counsel; J. P. Morgan Securities Inc. at 277 Park Avenue, 19^th Floor, New York, New York 10172, attention Karen Grieb; Credit Suisse First Boston LLC at Eleven Madison Avenue, New York, NY 10010-3629, attention LCD-Transaction Advisory Group; and notices to the Company shall be directed to it at 500 South Buena Vista Street, Burbank, California 91521, attention of Vice President and Assistant Treasurer, with copies to the attention of the Company's Legal Department and to Dewey Ballantine llp at 1301 Avenue of the Americas, New York, New York 10019, attention of Morton A. Pierce, Esq.

        Except as otherwise noted above, all provisions contained in the Standard Provisions, a copy of which is attached hereto, are hereby incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein, except that if any term defined in such document is otherwise defined herein, the definition set forth herein shall control.

        Please confirm your agreement by having an authorized officer sign a copy of this Agreement in the space set forth below.

Very truly yours,
Citigroup Global Markets Inc.
By:	/s/  HENRY H. SCHWAKE Name: Henry H. Schwake Title: Director, Investment Banking
J. P. Morgan Securities Inc.
By:	/s/  KAREN GRIEB Name: Karen Grieb Title: Managing Director
Credit Suisse First Boston LLC
By:	/s/  MICHAEL HOOKS Name: Michael Hooks Title: Managing Director
Acting on behalf of themselves and the Underwriters named herein

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Accepted:

THE WALT DISNEY COMPANY

By: /s/  CHRISTINE M. MCCARTHY Name: Christine M. McCarthy
Title: Senior Vice President and Treasurer

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THE WALT DISNEY COMPANY

UNDERWRITING AGREEMENT

STANDARD PROVISIONS (CONVERTIBLE DEBT SECURITIES)

April 8, 2003

        From time to time, The Walt Disney Company, a Delaware corporation (the "Company"), may enter into one or more underwriting agreements that provide for the sale of designated securities to the several underwriters named therein. The standard provisions set forth herein may be incorporated by reference in any such underwriting agreement (an "Underwriting Agreement"). The Underwriting Agreement, including the provisions incorporated therein by reference, is herein referred to as "this Agreement". Terms defined in the Underwriting Agreement are used herein as therein defined.

        The Securities will be convertible into shares of the Disney Common Stock as defined in the Restated Certificate of Incorporation dated November 17, 1999 of the Company (the "Common Stock") in accordance with the terms of the Securities and the Indenture.

        The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement including a prospectus, which, among other things, relates to the Securities and has filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission a prospectus supplement (the "Prospectus Supplement") specifically relating to the Securities pursuant to Rule 424 under the Securities Act of 1933, as amended (the "1933 Act"), and/or a term sheet or an abbreviated term sheet (each, a "Term Sheet"), pursuant to Rule 434 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"), specifically relating to the Securities. The term Registration Statement means the registration statement as amended to the date of this Agreement and shall include any related Registration Statement filed pursuant to Rule 462(b) of the 1933 Act Regulations. The term Basic Prospectus means the prospectus included in the Registration Statement at the time the Registration Statement was declared effective by the Commission. The term Prospectus means the Basic Prospectus together with the final Prospectus Supplement relating to the offering of the Securities, each in the form furnished to the Underwriters by the Company for use in connection with the offering of the Securities, as from time to time amended or supplemented in accordance with the 1933 Act, except that if any revised prospectus or prospectus supplement shall be provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the prospectus or prospectus supplement on file at the Commission (whether or not such revised prospectus or prospectus supplement is required to be filed by the Company pursuant to Rule 424 under the 1933 Act Regulations), the term "Prospectus" shall refer to the prospectus and prospectus supplement, as so revised, from and after the time it is first provided to the Underwriters for such use; provided, however, that if the Company elects to rely upon Rule 434 of the 1933 Act Regulations, then all references to the Prospectus shall be deemed to refer to the final or preliminary prospectus and the Term Sheet relating to the Securities in the form furnished to the Underwriters by the Company in reliance upon Rule 434 of the 1933 Act Regulations (in which case, all references in this Agreement to the date of the Prospectus shall mean the date of such Term Sheet). The term preliminary prospectus means a preliminary prospectus supplement specifically relating to the Securities together with the Basic Prospectus. Any reference herein to the Registration Statement or the Prospectus shall be deemed to refer to and include the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2002 (the "Annual Report"), filed December 4, 2002, and the documents, financial statements and schedules filed subsequent to September 30, 2002 and incorporated by reference therein or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, and any reference to any amendment or supplement to the Registration Statement or the Prospectus shall be deemed to refer to and include any documents,

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financial statements and schedules filed by the Company with the Commission under the Securities Exchange Act of 1934, as amended (the "1934 Act") after the date hereof, and so incorporated by reference or deemed to be incorporated therein (such incorporated documents, financial statements and schedules being herein called the "Incorporated Documents"). Notwithstanding the foregoing, for purposes of this Agreement any prospectus, prospectus supplement, term sheet or abbreviated term sheet prepared or filed with respect to an offering pursuant to the Registration Statement of a series of securities other than the Securities shall not be deemed to have supplemented the Prospectus.

        1.    Representations and Warranties.    The Company represents and warrants to each of the Underwriters that:

        (a)  The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. In addition, on or prior to the Closing Date, the Indenture shall have been duly qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act").

        (b)  The Registration Statement, at the time the Annual Report was filed, complied in all material respects with the provisions of the 1933 Act and the 1933 Act Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Underwriting Agreement and at the Closing Date, the Prospectus and any amendments and supplements thereto did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If the Company elects to rely upon Rule 434 of the 1933 Act Regulations, the Company will comply with the requirements of Rule 434. Notwithstanding the foregoing, this representation and warranty does not apply to statements or omissions in the Registration Statement, the Prospectus or any preliminary prospectus, or any amendment or supplement thereto, made in reliance upon information furnished to the Company in writing by or on behalf of the Underwriters expressly for use therein or to those parts of the Registration Statement which constitute the Trustee's Statement of Eligibility and Qualification on Form T-1 under the 1939 Act (the "Form T-1"). There is no contract or document of a character required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement which is not described or filed as required.

        (c)  The Incorporated Documents, when they became effective or were filed (or, if an amendment with respect to any such Incorporated Document was filed or became effective, when such amendment was filed or became effective) with the Commission, as the case may be, complied in all material respects with the requirements of the 1934 Act, and any Incorporated Documents filed subsequent to the date of the Underwriting Agreement and prior to the termination of the offering of the Securities, will, when they are filed with the Commission, comply in all material respects with the requirements of the 1934 Act; no such Incorporated Document, when it became effective or was filed (or, if an amendment with respect to any such Incorporated Document was filed or became effective, when such amendment was filed or became effective) with the Commission, contained, and no Incorporated Document filed subsequent to the date of the Underwriting Agreement and prior to the Closing Date will contain, an untrue statement of a material fact or omitted, or will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

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        (d)  This Agreement, the Indenture and the Securities have been duly authorized by the Company and conform in all material respects to the descriptions thereof in the Prospectus.

        (e)  The Indenture (assuming due execution and delivery thereof by the Trustee) is, and the Securities (when executed by the Company and authenticated in accordance with the Indenture and delivered to and paid for by the Underwriters) will be, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally, (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), (C) requirements that a claim with respect to any Securities denominated other than in United States dollars (or a judgment denominated other than in United States dollars in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (D) governmental authority to limit, delay or prohibit the making of payments outside the United States or in a foreign currency or composite currency. The Securities (when executed by the Company and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Underwriters) will be entitled to the benefits of the Indenture (subject to the exceptions set forth in the preceding sentence).

        (f)    The Company is a validly existing corporation in good standing under the laws of Delaware. The Company has full corporate power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as described in the Prospectus; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a material adverse effect on the consolidated financial condition or earnings of the Company and its subsidiaries considered as one enterprise.

        (g)  Except as contemplated in the Prospectus or reflected therein by the filing of any amendment or supplement thereto or any Incorporated Document, since the date of the most recent consolidated financial statements included or incorporated by reference in the Registration Statement and the Prospectus there has not been any material adverse change in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise.

        (h)  The Company is not in violation of its Restated Certificate of Incorporation or Bylaws, as amended. The execution and delivery of this Agreement by the Company, the issuance and sale of the Securities, the issuance of shares of Common Stock upon conversion of the Securities and the performance by the Company of its obligations under this Agreement and the Indenture will not conflict with or constitute a breach of or a default (with the passage of time or otherwise) under (A) the Restated Certificate of Incorporation or Bylaws, as amended, of the Company, (B) subject to the Company's compliance with any applicable covenants pertaining to its incurrence of unsecured indebtedness contained therein, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company is a party or by which it may be bound, or to which any of the properties or assets of the Company is subject, which breach or default would, singly or in the aggregate, have a material adverse effect on the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise, or (C) any applicable law, administrative regulation or administrative or court decree. Except for orders, permits and similar authorizations required under or by the securities or Blue Sky laws of certain jurisdictions, any securities exchange on which any of the Securities or the Common Stock might be listed or with respect to Securities which are to be indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index, no consent, approval, authorization or other order of any regulatory body, administrative agency or other governmental body is legally required

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for the valid issuance and sale of the Securities or for the issuance of shares of Common Stock upon conversion of the Securities.

        (i)    To the best of the Company's knowledge, the accountants who have audited and reported upon the financial statements filed with the Commission as part of the Registration Statement and the Prospectus are independent accountants as required by the 1933 Act. The historical financial statements included in the Registration Statement or Prospectus or incorporated therein by reference fairly present the consolidated financial position and results of operations of the Company and its subsidiaries at the respective dates and for the respective periods to which they apply. Such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, except as set forth in the Registration Statement and Prospectus. The selected financial data and the summary historical financial information of Disney, if any, included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements of Disney incorporated by reference in the Registration Statement and the Prospectus. The unaudited pro forma financial statements, if any, together with the related notes and any supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus, present fairly the information shown therein and have been compiled on a basis substantially consistent with the audited financial statements of Disney included or incorporated by reference in the Registration Statement and the Prospectus; the assumptions on which such unaudited pro forma financial statements have been prepared are reasonable; and such unaudited pro forma financial statements have been prepared, and the pro forma adjustments set forth therein have been applied, in accordance with the applicable accounting requirements of the 1933 Act and the 1933 Act Regulations (including, without limitation, Regulations S-X promulgated by the Commission), and such pro forma adjustments have been properly applied to the historical amounts in the compilation of such statements.

        (j)    Each of Disney Enterprises, Inc., ABC, Inc. and Walt Disney World Co. (collectively, the "Significant Subsidiaries"), is a validly existing corporation in good standing under the laws of its state of incorporation. Each of the Significant Subsidiaries has full corporate power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as described in the Prospectus; and each of the Significant Subsidiaries is duly qualified as a foreign corporation to transact business and is in good standing in each United States jurisdiction in which such qualification is required whether by reason of the ownership or leasing of property or the conduct of business, except where a failure to so qualify would not have a material adverse effect on the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise.

        (k)  The authorized, issued and outstanding capital stock of the Company is as set forth in the Company's most recent annual or quarterly balance sheet, as the case may be, included or incorporated by reference in the Registration Statement and Prospectus (except for subsequent issuances, if any, pursuant to employee benefit plans or options or rights granted thereunder contemplated in the Prospectus or reflected therein by the filing of any amendment or supplement thereto or any Incorporated Document, pursuant to the exercise of options contemplated in the Prospectus or reflected therein by the filing of any amendment or supplement thereto or any Incorporated Document, and upon conversion of the Securities); and the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable.

        (l)    Upon issuance and delivery of the Securities in accordance with this Agreement and the Indenture, the Securities will be convertible at the option of the holders thereof into shares of Common Stock in accordance with the terms of the Securities and the Indenture; the shares of Common Stock issuable upon conversion of the Securities have been duly authorized and reserved

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for issuance upon such conversion by all necessary corporate action and such shares, when issued upon such conversion against payment of the conversion price and in accordance with the terms of the Securities and the Indenture, will be validly issued, fully paid and non-assessable; no holder of such shares is or will be subject to personal liability solely by reason of being such a holder; the holders of outstanding shares of capital stock of the Company are not entitled to any preemptive rights or other rights to subscribe for the Securities or the shares of Common Stock issuable upon conversion thereof; and the Common Stock, the Restated Certificate of Incorporation and Bylaws, as amended, conform in all material respects to the description thereof in the Prospectus.

        Any certificate signed by any officer of the Company and delivered to any Underwriter or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company to such Underwriter as to the matters covered thereby on the date of such certificate.

        2.    Public Offering.    The Company is advised by the Representatives that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after this Agreement has been entered into as in the Representatives' judgment is advisable. The terms of the public offering of the Securities have been provided by the Representatives to the Company and are in all material respects completely set forth in the Prospectus.

        3.    Purchase and Delivery.    Except as otherwise provided in this Section 3, payment for the Securities shall be made by wire transfer, of immediately available funds, by the Underwriters to the order of the Company, at the time set forth in the Underwriting Agreement, upon delivery to the Representatives for the respective accounts of the several Underwriters of the Securities, registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the date of delivery, with any transfer taxes payable in connection with the sale of the Securities to the Underwriters duly paid. The Securities may be represented by one or more global securities which may be deposited with a custodian for, and registered in the name of, The Depository Trust Company or its nominee.

        4.    Payment of Expenses.    The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the printing and delivery to the Underwriters of this Agreement, any Underwriting Agreement, any Agreement among Underwriters, the Indenture and such other documents as may be required in connection with the offering, purchase, sale and delivery of the Securities, (iii) the preparation, issuance and delivery of the Securities and any certificates for the Securities to the Underwriters and the preparation, issuance and delivery to the persons entitled thereto of the certificates for the Common Stock issuable upon conversion of the Securities, (iv) the fees and disbursements of the Company's counsel, accountants and other advisors or agents (including transfer agents and registrars), as well as the fees and disbursements of the Trustee and its counsel, (v) the qualification of the Securities under state securities laws or the applicable laws of any foreign jurisdiction in which the Securities are offered in accordance with the provisions of Section 6(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation, printing and delivery of the Blue Sky Survey and any Legal Investment Survey, and any amendment thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus, any Term Sheet, and the Prospectus and any amendments or supplements thereto, (vii) the fees charged by nationally recognized statistical rating organizations for the rating of the Securities, and (viii) the fees and expenses incurred with respect to the listing of the Securities and the Common Stock issuable upon conversion of the Securities on any securities exchange.

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        5.    Conditions to Closing.    The several obligations of the Underwriters hereunder are subject to the following conditions:

        (a)    Opinion of Counsel to Company.    On the Closing Date, the Underwriters shall have received an opinion from Dewey Ballantine llp, counsel to the Company, dated as of the Closing Date and in form and substance satisfactory to counsel for the Underwriters to the effect that:

        (i)    The Company is a corporation validly existing and in good standing under the laws of the state of Delaware.

        (ii)  The Company has the corporate power and corporate authority to enter into and perform its obligations under this Agreement and the Indenture, to borrow money as contemplated in this Agreement and the Indenture and to issue, sell and deliver the Securities and to issue the Common Stock upon conversion of the Securities.

        (iii)  This Agreement has been duly authorized, executed and delivered by the Company.

        (iv)  The Indenture has been duly authorized by all necessary corporate action on the part of the Company and duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the qualification that the enforceability of the Indenture is subject to and may be limited by (a) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the enforcement of creditors' rights generally, (b) general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity, (c) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars, (d) requirements that a claim with respect to any Securities denominated other than in U.S. dollars (or a judgment denominated other than in U.S. dollars in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (e) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency, currency units or composite currencies.

        (v)  No Governmental Approval is required on the part of the Company in connection with the issuance or sale of the Securities or the issuance of the Common Stock upon conversion of the Securities other than registration thereof under the 1933 Act, qualification of the Indenture under the 1939 Act, and such registrations or qualifications as may be necessary under the securities or Blue Sky laws of the various United States jurisdictions in which the Securities are to be offered or sold or the Common Stock is to be issued upon conversion of the Securities.

        (vi)  The Securities, when executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, subject to the qualification that the enforceability of the Securities is subject to and may be limited by (a) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the enforcement of creditors' rights generally, (b) general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity, (c) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars, (d) requirements that a claim with respect to any Securities denominated other than in U.S. dollars (or a judgment denominated other than in U.S. dollars in respect of such claim) be converted into U.S. dollars at a rate of exchange

6

prevailing on a date determined pursuant to applicable law and (e) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency, currency units or composite currencies, and will be convertible into shares of Common Stock in accordance with the terms of the Securities and the Indenture.

        (vii) The Registration Statement has been declared effective under the 1933 Act and the Indenture has been qualified under the 1939 Act, and, to the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated.

        (viii)  The execution and delivery of this Agreement and the Indenture by the Company, the issuance and sale of the Securities, the issuance of the shares of Common Stock upon conversion of the Securities and the performance by the Company of its obligations under this Agreement and the Indenture will not (A) violate the Restated Certificate of Incorporation or Bylaws, as amended, of the Company, (B) violate any Applicable Laws or (C) breach or otherwise violate any obligation of or restriction on the Company under any judgment, decree or order, applicable to the Company and known to such counsel, of any court or Governmental Authority entered in any proceeding to which the Company was or is now a party or by which it is bound; provided, that such counsel may state that no opinion is expressed as to the securities or Blue Sky laws of the various jurisdictions in which any of the Securities are to be offered or the Common Stock is to be issued upon conversion of the Securities.

        (ix)  The Registration Statement, at the time the Annual Report was filed, and the Prospectus, as of its date, appeared on their face to comply as to form in all material respects with the applicable requirements of the 1933 Act and the related rules and regulations of the Commission thereunder then in effect, except that in each case such counsel need not express an opinion as to (i) the Incorporated Documents, (ii) the financial statements, schedules and other financial and statistical data included or incorporated by reference therein or excluded therefrom or (iii) the exhibits to the Registration Statement, including the Form T-1 incorporated by reference therein.

        (x)  The statements in the Prospectus under the captions "Description of Debt Securities," "Description of Notes" and "Description of Common Stock," insofar as they purport to summarize certain provisions of documents specifically referred to therein, fairly present the information required by Form S-3.

        (xi)  Although the discussion set forth in the Prospectus under the headings "Certain United States Income Tax Considerations" does not purport to discuss all possible United States Federal income tax consequences of the purchase, ownership, and disposition of the Securities or the Common Stock issuable upon conversion of the Securities, in such counsel's opinion, such discussion constitutes, in all material respects, a fair and accurate summary of the United States Federal income tax consequences of the purchase, ownership, and disposition of the Securities by the holders addressed therein, based upon current law and subject to the qualifications set forth therein.

        (xii) (A) The shares of Common Stock issuable upon conversion of the Securities have been duly authorized and reserved for issuance by the Company upon such conversion by all necessary corporate action on the part of the Company and such shares, when duly issued upon such conversion in accordance with the terms of the Indenture and the Securities, will be validly issued, fully paid and non-assessable; and (B) neither the issuance of the Securities nor the issuance of the shares of Common Stock upon conversion of the Securities is subject

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to preemptive rights arising under the Restated Certificate of Incorporation or Bylaws, as amended, of the Company or the Delaware General Corporation Law.

        In rendering the opinions set forth above, such counsel may state that, with respect to Securities the payments of principal or interest on which will be determined by reference to one or more currency exchange rates, commodity prices, equity indices or other factors, no opinion is expressed with respect to the Commodity Exchange Act, as amended, or the rules, regulations and interpretations of the Commodities Futures Trading Commission promulgated thereunder.

        In rendering the opinions set forth above, the term "Applicable Laws" shall mean the Delaware General Corporation Law and those laws, rules and regulations of the States of California and New York and of the United States of America which such counsel has, in the exercise of customary diligence, recognized as applicable to the Company or transactions of the type contemplated by this Agreement, the term "Governmental Authority" shall mean any California, New York, Delaware or federal executive, legislative, judicial, administrative or regulatory body and the term "Governmental Approval" shall mean any order, consent, permit or approval of any Governmental Authority pursuant to Applicable Laws.

        In addition, such counsel may state that such counsel has not undertaken to determine independently, and therefore does not assume any responsibility explicitly or implicitly for, the accuracy, completeness or fairness of the statements contained or incorporated by reference in the Registration Statement and Prospectus (except as set forth in clauses (x) and (xi) above). Such counsel may also state that such counsel has participated in conferences with representatives of the Company and the Underwriters in the course of the preparation of the Registration Statement and Prospectus and has considered the matters required to be stated therein and the statements contained therein. However, such counsel shall state that, based upon and subject to the foregoing, nothing has come to such counsel's attention that causes such counsel to believe that the Registration Statement, as of the time it became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of the date of this Agreement or as of the Closing Date included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except in each case as to the financial statements and schedules and other financial and statistical data included or incorporated by reference therein or excluded therefrom and, in the case of the Registration Statement, except as to exhibits thereto (including, without limitation, the Statement of Eligibility under the Trust Indenture Act of the Trustee on Form T-1 incorporated by reference therein), as to all of which such counsel need express no opinion).

        (b)    Opinion of Counsel Employed by Company.    On the Closing Date, the Underwriters shall have received an opinion from David K. Thompson, Senior Vice President-Assistant General Counsel, or from other counsel employed by the Company (provided that such counsel is at least a Vice President of the Company), dated as of the date hereof and in form and substance satisfactory to counsel for the Underwriters, to the effect that:

        (i)    The Company and each of the Significant Subsidiaries is a corporation validly existing and in good standing under the laws of its state of incorporation.

        (ii)  Except as set forth in the Prospectus, there is not pending or, to the best of such counsel's knowledge, after reasonable inquiry, threatened any action, suit or proceeding against the Company or any of its subsidiaries before or by any court or governmental agency or body, which is likely (to the extent not covered by insurance) to have a material adverse effect on the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise.

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        (iii)  To the best of such counsel's knowledge, after reasonable inquiry, there is no contract or document of a character required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement which is not described or filed as required.

        (iv)  To the best of such counsel's knowledge, after reasonable inquiry, the Company is not in violation of its Restated Certificate of Incorporation or Bylaws, as amended.

        (v)  To the best of such counsel's knowledge, after reasonable inquiry, the execution, delivery and performance of this Agreement and the Indenture will not conflict with or constitute a breach of, or default (with the passage of time or otherwise) under, any material contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company is a party or by which it may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject.

        (vi)  Each of the Incorporated Documents, as of the date such document was filed with the Commission, complied as to form in all material respects with the requirements of the 1934 Act, except that in each case such counsel need not express an opinion as to the financial statements and schedules and other financial data included or incorporated by reference therein or excluded therefrom.

        (vii) The Company has an authorized share capital as set forth in the Prospectus as amended or supplemented and all of the issued shares of capital stock of the Company have been duly authorized and validly issued and fully paid and non-assessable.

        In addition, such counsel shall state that nothing has come to such counsel's attention that leads him to believe that either the Registration Statement at the time such Registration Statement became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or the Prospectus as of the date of the Underwriting Agreement and as of the Closing Date contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that such counsel need express no opinion or belief with respect to the financial statements, schedules and other financial data included or incorporated by reference therein, or excluded therefrom or the exhibits to the Registration Statement, including the Form T-1.

        (c)    Opinion of Underwriters' Counsel.    On the Closing Date, the Underwriters shall have received an opinion from counsel to the Underwriters, dated as of the Closing Date and in form and substance satisfactory to the Underwriters.

        (d)    Officer's Certificate.    On the Closing Date the Underwriters shall have received a certificate signed by an officer of the Company, dated the Closing Date, to the effect that (i) the representations and warranties of the Company contained in Section 1 hereof are true and correct in all material respects with the same force and effect as though expressly made at and as of the date of such certificate, (ii) the Company has complied with all agreements and satisfied all conditions required by this Agreement or the Indenture on its part to be performed or satisfied at or prior to the date of such certificate and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or, to the best of such officer's knowledge, threatened by the Commission. The Officer's Certificate shall further state that except as contemplated in the Prospectus or reflected therein by the filing of any amendment or supplement thereto or any Incorporated Document, at the Closing Date, there shall not have been, since the date of the most recent consolidated financial statements included or incorporated by reference in the Prospectus, any material adverse change in the consolidated financial condition or earnings of the Company and its subsidiaries considered as one

9

enterprise. As used in this Section 5(d), the term "Prospectus" means the Prospectus (as defined herein) in the form first used to confirm sales of the Securities.

        (e)    Comfort Letter.    On the Closing Date, the Underwriters shall have received a letter from the Company's independent certified public accountants, dated as of the Closing Date and in form and substance reasonably satisfactory to the Underwriters.

        (f)    Ratings.    At the Closing Date, the debt securities included in the Registration Statement shall have the ratings accorded by any "nationally recognized statistical rating organization", as defined by the Commission for purposes of Rule 436(g)(2) of the 1933 Act Regulations, if and as specified in the Underwriting Agreement, and the Company shall have delivered to the Representatives a letter, dated as of such date, from each such rating organization, or other evidence satisfactory to the Representatives, confirming that the Securities have such ratings.

        (g)    Approval of Listing.    At the Closing Date, the shares of Common Stock issuable upon conversion of the Securities shall have been approved for listing on the New York Stock Exchange, subject only to official notice of issuance.

        (h)    Other Documents.    On the Closing Date, counsel to the Underwriters shall have been furnished with such documents and opinions as such counsel may reasonably require for the purpose of enabling such counsel to pass upon the issuance and sale of the Securities and the issuance of the Common Stock upon conversion of the Securities as herein contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties or the fulfillment of any of the conditions herein contained.

        If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party, except that (i) the Company shall reimburse the Underwriters for all of their reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters and (ii) the covenants set forth in Section 6(f) hereof, the indemnity and contribution agreement set forth in Sections 7, 8, 9 and 10 hereof and the provisions of Section 18 hereof shall remain in effect.

        6.    Covenants of the Company.    In further consideration of the agreements of the Underwriters contained herein, the Company covenants as follows:

        (a)    Notice of Certain Events.    The Company will notify the Representatives promptly of (i) the effectiveness of any post-effective amendment to the Registration Statement (other than a post-effective amendment relating solely to an offering of securities other than the Securities), (ii) the transmittal to the Commission for filing of any supplement to the Prospectus (other than a supplement relating solely to an offering of securities other than the Securities), (iii) the receipt of any comments from the Commission with respect to the Registration Statement or the Prospectus (other than any comments relating solely to an offering of securities other than the Securities), (iv) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information (other than any such request relating solely to an offering of securities other than the Securities) and (v) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Company will make every reasonable effort to prevent the issuance of any such stop order and, if any such stop order is issued, to obtain the lifting thereof at the earliest possible time unless the Company shall, in its sole discretion, determine that it is not in its best interest to do so.

        (b)    Notice of Certain Proposed Filings.    During the period from the date of the Underwriting Agreement to and including the Closing Date, at or prior to the filing thereof, the Company will

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give the Representatives notice of its intention to file any additional registration statement with respect to the registration of additional Securities to be covered by this Agreement, any amendment to the Registration Statement or any amendment or supplement to the Prospectus (other than an amendment or supplement relating solely to an offering of securities other than the Securities), whether by the filing of documents pursuant to the 1934 Act, the 1933 Act or otherwise, and will furnish the Underwriters with copies of any such amendment or supplement or other documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representatives or counsel to the Underwriters shall reasonably object, unless, in the judgment of the Company or its counsel, such amendment or supplement or other document is necessary to comply with law.

        (c)    Copies of the Registration Statement and the Prospectus.    The Company will deliver to the Underwriters one copy of the Registration Statement (as originally filed) and of each amendment thereto (including the Incorporated Documents and any exhibits filed therewith or incorporated by reference therein) and the preliminary prospectus as the Representatives may reasonably request. The Company will furnish to the Underwriters as many copies of the Prospectus (as amended or supplemented) as the Representatives shall reasonably request so long as the Underwriters are required to deliver a Prospectus in connection with sales or solicitations of offers to purchase the Securities.

        (d)    Revisions of Registration Statement and Prospectus—Material Changes.    So long as the Underwriters are required to deliver a Prospectus in connection with sales of the Securities, if any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company, after consultation with counsel for the Underwriters, to further amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it shall be necessary, in the opinion of counsel for the Company, to amend or supplement the Registration Statement or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, prompt notice shall be given, and confirmed in writing, to the Representatives, and the Company will prepare and file as soon as practicable such amendment or supplement to the Registration Statement or Prospectus as may be necessary to correct such misstatement or omission or to make the Registration Statement or the Prospectus comply with such requirements and the Company will furnish to the Underwriters, without charge, such number of copies of such amendment or supplement as the Underwriters may reasonably request. The filing of any such amendment or supplement shall not constitute a waiver of any of the conditions set forth in Section (5) hereof or of Section 11(i).

        (e)    Compliance with 1934 Act.    The Company, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will comply, in a timely manner, with all applicable requirements under the 1934 Act relating to the filing with the Commission of the Company's reports pursuant to Section 13(a), 13(c) or 15(d) of the 1934 Act and, if then applicable, the Company's proxy statements pursuant to Section 14(a) of the 1934 Act.

        (f)    Earnings Statement.    The Company will make generally available to its security holders, as soon as practicable but in any event not later than 15 months after the Closing Date, a consolidated earnings statement (which need not be audited) covering the twelve-month period beginning after the latest of (i) the effective date of the Registration Statement, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective or (iii) the Company's most recent annual report on Form 10-K filed with the Commission prior to the Closing Date, which earnings statement will satisfy the provisions of Section 11(a) of the 1933 Act. The Company may elect to rely upon Rule 158 under the 1933 Act

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and may elect to make such earnings statement available more frequently than once in any period of twelve months.

        (g)    Blue Sky Qualifications.    The Company will endeavor, in cooperation with the Underwriters, to qualify the Securities and the shares of Common Stock issuable upon conversion of the Securities for offering and sale under the applicable securities laws of such states in the United States as the Representatives may reasonably designate, and will maintain such qualifications in effect for as long as may be required for the distribution of the Securities and the shares of Common Stock issuable upon conversion of the Securities; provided, however, that the Company will promptly notify the Representatives of any suspension or termination of any such qualifications; and provided, further, that the Company shall not be obligated to register or qualify as a foreign corporation or take any action which would subject it to general service of process in any jurisdiction where it is not now so subject.

        (h)    Listing.    The Company will use its reasonable best efforts to have the shares of Common Stock issuable upon conversion of the Securities approved for listing upon official notice of issuance by the New York Stock Exchange at or prior to the Closing Date.

        7.    Indemnification of the Underwriters.    The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

        (a)  against any and all loss, liability, claim, damage and expense whatsoever (including, subject to the limitations set forth in Section 9 hereof, the reasonable fees and disbursements of counsel chosen by the Underwriters), as incurred, insofar as such loss, liability, claim, damage or expense arises out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arises out of any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;

        (b)  against any and all loss, liability, claim, damage and expense whatsoever (including, subject to the limitations set forth in Section 9 hereof, the reasonable fees and disbursements of counsel chosen by the Underwriters), as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever insofar as such loss, liability, claim, damage or expense arises out of any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and

        (c)  against any and all expense whatsoever (including, subject to the limitations set forth in Section 9 hereof, the reasonable fees and disbursements of counsel chosen by the Underwriters), as incurred, reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever, based upon any such untrue statement or omission, or any such alleged untrue statement or omission;

provided, however, that this indemnity shall not apply to any loss, liability, claim, damage or expense (A) to the extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon the Form T-1 under the 1939 Act filed as an exhibit to the Registration Statement; or (B) to the extent arising out of any untrue statement or omission or alleged untrue statement or omission in the Prospectus if such untrue statement or alleged untrue

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statement or omission or alleged omission is corrected in all material respects in an amendment or supplement to the Prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus, as so amended or supplemented, such Underwriter thereafter failed to deliver such Prospectus, as so amended or supplemented, if required to be delivered by such Underwriter prior to or concurrently with the sale of the Securities to the person asserting such loss, liability, claim, damage or expense who purchased the Securities which are the subject thereof from such Underwriter; or (C) as to which such Underwriter may be required to indemnify the Company pursuant to the provisions of Section 8.

        8.    Indemnification of the Company.    Each Underwriter severally (and not jointly) agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of Section 7 hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus.

        9.    General.    In case any action, suit or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought against any Underwriter or any person controlling such Underwriter, based upon the Registration Statement or the Prospectus and with respect to which indemnity may be sought against the Company pursuant to Section 7, such Underwriter or controlling person shall promptly notify the Company in writing, and the Company shall assume the defense thereof, including the employment of counsel (such counsel to be reasonably acceptable to such Underwriter) and payment of all expenses. Any such Underwriter or any such controlling person shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at the expense of such Underwriter or such controlling person unless (A) the employment of such counsel shall have been specifically authorized in writing by the Company, (B) the Company shall have failed to assume the defense and employ counsel or (C) the named parties to any such action, suit or proceeding (including any impleaded parties) shall include both such Underwriter or such controlling person and the Company, and such Underwriter or such controlling person shall have been advised by counsel that there may be one or more legal defenses available to it which are different from, or additional to, those available to the Company (in which case, if such Underwriter or such controlling person notifies the Company in writing that it selects to employ separate counsel at the expense of the Company, the Company shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Underwriter or such controlling person, it being understood, however, that the Company shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all such Underwriters and such controlling persons, which firm shall be designated in writing by the Representatives on behalf of all of such Underwriters and such controlling persons).

        In case any action, suit or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought against the Company, any of the Company's directors or officers, or any person controlling the Company, with respect to which indemnity may be sought against any Underwriter pursuant to Section 8, such Underwriter shall have the rights and duties given to the Company by this Section 9, and the Company, the Company's directors and officers and any such controlling person shall have the rights and duties given to the Underwriters by this Section 9.

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        10.    Contribution.    In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Sections 7 and 8 hereof is for any reason held to be unenforceable with respect to the indemnified parties although applicable in accordance with its terms, the Company and the Underwriters shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company and the Underwriters, as incurred, in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Securities. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required pursuant to Section 9 hereof or pursuant to the last sentence of this Section 10, then the Company and the Underwriters shall contribute to such aggregate losses, liabilities, claims, damages and expenses incurred by the Company and the Underwriters, as incurred, in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Securities shall be deemed to be in the same proportion as the total net proceeds from the sale of the Securities received by the Company (before deducting expenses) bear to the total commissions or other compensation or remuneration received by the Underwriters in respect thereof. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Notwithstanding the provisions of this Section 10, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities purchased by it exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 10, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. Any party entitled to contribution pursuant to the first sentence of this Section 10, will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section 10, notify such party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any other obligation it or they may have otherwise than under this Section 10; provided, however, that such notice need not be given if such party entitled to contribution hereunder has previously given notice pursuant to Section 9 hereof with respect to the same action, suit or proceeding.

        11.    Termination.    The Underwriters may terminate the Underwriting Agreement immediately upon notice to the Company, at any time prior to the Closing Date if (i) there has been, since the date of the Underwriting Agreement, any material adverse change in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise, (ii) there has occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other calamity or crisis, the effect of which is such as to make it, in the reasonable judgment of the Representatives, impracticable to market the Securities or to enforce contracts for the

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sale of the Securities, (iii) trading in any securities of the Company has been suspended (other than pursuant to a request by the Company with respect to an announcement by the Company of certain information not constituting a material adverse change, since the date of the Underwriting Agreement, in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise), the effect of which is such as to make it, in the reasonable judgment of the Representatives, impracticable to market the Securities or to enforce contracts for the sale of the Securities, (iv) trading generally on the New York Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities shall have been required, by such exchange or by order of the Commission or any other governmental authority, or if a banking moratorium has been declared by either Federal or New York authorities or if a banking moratorium has been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which the Securities are denominated or payable or (v) after the date of the Underwriting Agreement, the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company or its Significant Subsidiaries as of the date of the Underwriting Agreement shall have been lowered or any such rating agency shall have publicly announced that it has placed any debt securities of the Company or its Significant Subsidiaries on what is commonly termed a "watch list" with negative implications. As used in this Section 11, the term "Prospectus" means the Prospectus (as defined herein) in the form first used to confirm sales of the Securities.

        In the event of any such termination, no party will have any liability to any other party hereto, except that (i) the covenants set forth in Section 6(f) hereof, the indemnity and contribution agreement set forth in Sections 7, 8, 9 and 10 hereof and the provisions of Section 18 hereof shall remain in effect and (ii) if the Underwriting Agreement is terminated by the Underwriters in accordance with the provisions of Section 11(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

        12.    Defaulting Underwriters.    If on the Closing Date any one or more of the Underwriters shall fail or refuse to purchase the Securities that it has or they have agreed to purchase on such date, and the aggregate amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of Securities set forth opposite their respective names above bears to the aggregate amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Securities and the aggregate amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate amount of Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representative or the Company shall have the right to postpone the Closing Date but in no event for longer then seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

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        13.    Selling and Other Restrictions.

        (a)  Each Underwriter, on behalf of itself and each of its affiliates that participates in the initial distribution of the Securities, severally:

        (i)    represents and agrees with the Company that (a) it has not offered or sold and prior to the date six months after the date of issue of the Notes will not offer or sell any Securities to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances that have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulation 1995; (b) it has complied, and will comply with, all applicable provisions of the Financial Services and Markets Act 2000 (the "FSMA") with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom; and (c) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Securities in circumstances in which section 21(1) of the FSMA does not apply to the Company,;

        (ii)  acknowledges and agrees with the Company that the Securities have not been registered under the Securities and Exchange Law of Japan and are not being offered or sold and may not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan, except (1) pursuant to an exemption from the registration requirements of the Securities and Exchange Law of Japan and (2) in compliance with any other applicable requirements of Japanese law;

        (iii)  agrees that the Securities may not be offered, sold, transferred or delivered in or from The Netherlands, as part of their initial distribution or as part of any re-offering, and neither the Prospectus nor any other document in respect of the offering may be distributed or circulated in The Netherlands, other than to individuals or legal entities which include, but are not limited to, banks, brokers, dealers, institutional investors and undertakings with a treasury department, who or which trade or invest in securities in the conduct of a business or profession; and

        (iv)  agrees that it has not and will not offer or sell any Securities or distribute any document or other material relating to the Securities either directly or indirectly, to the public or any member of the public in Singapore other than (1) to an institutional investor or other person specified in Section 106C of the Companies Act, Chapter 50 of Singapore (the "Singapore Companies Act"), or (2) to a sophisticated investor in accordance with the conditions specified in Section 106D of the Singapore Companies Act or (3) otherwise pursuant to, and in accordance with the conditions of, any other provision of the Singapore Companies Act.

        (b)  In addition to the provisions of subparagraph (a)(i), (ii), (iii) and (iv) of this Section 13, each Underwriter severally represents to and agrees with the Company that it has not offered, sold or delivered and that it will not offer, sell or deliver, directly or indirectly, any of the Securities or distribute the Prospectus, any preliminary prospectus or any other material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of its knowledge and belief, result in compliance with the applicable laws and regulations thereof and which will not impose any obligations on the Company except as contained in this Agreement.

        (c)  Without prejudice to the other provisions of this Section 13 and except for registration under the 1933 Act and compliance with the 1933 Act Regulations and the qualification of the

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Securities for offer and sale under the applicable securities laws of such jurisdictions within the United States as the Representatives may designate pursuant to Section 6(g), the Company shall not have any responsibility for, and each Underwriter severally agrees with the Company that each such Underwriter and its respective affiliates will obtain, any consent, approval or authorization required by them for the subscription, offer, sale or delivery by them of any of the Securities under the laws and regulations in force in any jurisdiction to which they are subject or in or from which they make such subscription, offer, sale or delivery of any of the Securities.

        14.    Notices.    All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication.

        15.    Parties.    This Agreement shall inure to the benefit of and be binding upon the Company and the Underwriters and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters and the Company and their respective successors and the controlling persons and officers and directors referred to in Sections 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the parties hereto and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

        16.    Representations, Warranties and Agreements to Survive Delivery.    All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of and payment for the Securities.

        17.    Miscellaneous.    The Underwriting Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto were upon the same instrument.

        18.    Choice of Law.    THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES CREATED HEREBY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING WITHOUT LIMITATION, SECTION 5-1401 OF TITLE 14 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

        19.    Headings.    The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

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EXHIBIT 1.1

UNDERWRITING AGREEMENT
UNDERWRITING AGREEMENT

EX-4.2

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Exhibit 4.2

THE WALT DISNEY COMPANY
OFFICERS' CERTIFICATE

        Pursuant to Sections 2.1 and 2.3(a) of the Indenture, dated as of September 24, 2001 (the "Indenture"), between The Walt Disney Company, a Delaware corporation (the "Company"), and Wells Fargo Bank, N.A., a national banking association, as trustee (the "Trustee"), the undersigned Christine M. McCarthy and David K. Thompson, the Senior Vice President and Treasurer and Senior Vice President-Assistant General Counsel of the Company, respectively, hereby certify on behalf of the Company as follows:

        Article I. Authorization.    The establishment of a series of Securities of the Company has been approved and authorized in accordance with the provisions of the Indenture. The form of the Convertible Notes (as defined below) attached hereto as Exhibit A has been approved and authorized in accordance with the provisions of the Indenture.

        Article II. Compliance with Conditions Precedent.    All covenants and conditions precedent provided for in the Indenture relating to the establishment of a series of Securities have been complied with.

        Article III. Definitions.    Capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the Indenture.

        "Applicable Procedures" means, with respect to any conversion, transfer or exchange of beneficial ownership interests in a Security in global form, the rules and procedures of the Depositary that are applicable to such conversion, transfer or exchange.

        "Book-Entry Notes" has the meaning provided in Section 4.03 hereof.

        "Business Day" means any day, with respect to any Convertible Note, other than a Saturday, a Sunday or a day on which banking institutions in The City of New York are authorized or required by law, regulation or executive order to close.

        "Common Stock" means Disney Common Stock, as defined in the Company's Restated Certificate of Incorporation.

        "Company" has the meaning provided in the preamble hereof.

        "Company Notice" has the meaning provided in Section 4.11(a) hereof.

        "Company Notice Date" has the meaning provided in Section 4.11(a) hereof.

        "Continuing Director" means a director who either was a member of the Company's board of directors on April 8, 2003 or who becomes a member of the Company's board of directors subsequent to that date and whose appointment or election or nomination for election by the Company's stockholders, is duly approved by a majority of the continuing directors on the board of directors of Disney at the time of such approval, either by a specific vote or by approval of the proxy statement issued by Disney on behalf of the board of directors in which such individual is named as nominee for director.

        "Conversion Agent" means the office or agency designated by the Company where Convertible Notes may be presented for conversion.

        "Conversion Date" has the meaning provided in Section 4.12(c) hereof.

        "Conversion Price" means $1,000 divided by the Conversion Rate.

        "Conversion Rate" has the meaning provided in Section 4.12(b) hereof.

        "Convertible Notes" has the meaning provided in Section 4.01 hereof.

        "Definitive Notes" has the meaning provided in Section 4.03 hereof.

        "Distributed Assets or Securities" has the meaning provided in Section 4.12(g)(iii) hereof.

        "Event of Default" has the meaning provided in Section 4.13 hereof.

        "Fair Market Value" means the amount which a willing buyer would pay a willing seller in an arm's-length transaction.

        "Final Maturity" or "Final Maturity Date" means April 15, 2023.

        "Fundamental Change" will be deemed to have occurred at the time after the Convertible Notes are originally issued that any of the following occurs:

        (i)    a "person" or "group" within the meaning of Section 13(d) of the Exchange Act other than the Company, its subsidiaries or its or their employee benefit plans, files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect ultimate "beneficial owner," as defined in Rule 13d-3 under the Exchange Act, of the Company's common equity representing more than 50% of the voting power of the Company's common equity entitled to vote generally in the election of directors;

        (ii)  consummation of any share exchange, consolidation or merger of the Company or any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its subsidiaries, taken as a whole, to any person other than the Company or one or more of its subsidiaries pursuant to which the Common Stock will be converted into cash, securities or other property; provided, however, that a transaction where the holders of the Company's common equity immediately prior to such transaction have directly or indirectly, more than 50% of the aggregate voting power of all classes of common equity of the continuing or surviving corporation or transferee entitled to vote generally in the election of directors immediately after such event shall not be a Fundamental Change; or

        (iii)  Continuing Directors cease to constitute at least a majority of the Company's board of directors.

        A Fundamental Change will not be deemed to have occurred in respect of any of the foregoing, however, if either:

        (i)    the Last Reported Sale Price of the Common Stock for any five Trading Days within the 10 consecutive Trading Days ending immediately before the later of the Fundamental Change or the public announcement thereof, equals or exceeds 105% of the Conversion Price of the Convertible Notes immediately before the Fundamental Change or the public announcement thereof, or

        (ii)  at least 90% of the consideration, excluding cash payments for fractional shares, in the transaction or transactions constituting the Fundamental Change consists of shares of capital stock traded on a national securities exchange or quoted on the Nasdaq National Market or which will be so traded or quoted when issued or exchanged in connection with a Fundamental Change (these securities being referred to as "publicly traded securities") and as a result of this transaction or transactions the Convertible Notes become convertible into such publicly traded securities, excluding cash payments for fractional shares.

        For purposes of the above paragraph the term capital stock of any person means any and all shares (including ordinary shares or American Depositary Shares), interests, participations, or other equivalents however designated of corporate stock or other equity participations, including partnership interests, whether general or limited, of such person and any rights (other than debt securities convertible or exchangeable into an equity interest), warrants or options to acquire an equity interest in such person.

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        "Fundamental Change Purchase Date" has the meaning provided in Section 4.09 hereof.

        "Fundamental Change Purchase Notice" has the meaning provided in Section 4.09(b) hereof.

        "Fundamental Change Purchase Price" has the meaning provided in Section 4.09 hereof.

        "Global Notes" or "Global Securities" has the meaning provided in Section 4.03 hereof.

        "Indenture" has the meaning provided in the preamble hereof.

        "Interest Payment Date" has the meaning provided in Section 4.06 hereof.

        "Last Reported Sale Price" of the Common Stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average asked prices) on that date as reported in composite transactions for the principal U.S. securities exchange on which the Common Stock is traded or, if the Common Stock is not listed on a U.S. national or regional securities exchange, as reported by the Nasdaq National Market. If the Common Stock is not listed for trading on a U.S. national or regional securities exchange and not reported by the Nasdaq National Market on the relevant date, the "Last Reported Sale Price" will be the last quoted bid price for the Common Stock in the over-the-counter market on the relevant date as reported by the National Quotation Bureau or similar organization. If the Common Stock is not so quoted, the "Last Reported Sale Price" will be the average of the mid-point of the last bid and ask prices for the Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company's for this purpose.

        "Market Price" means the average of the Last Reported Sale Prices of the Common Stock for the 20 Trading Day period ending on the third Business Day prior to the applicable Purchase Date, Fundamental Change Purchase Date or date of determination (if the third Business Day prior to the applicable Purchase Date, Fundamental Change Purchase Date or date of determination is a Trading Day, or if not, then on the last Trading Day prior to such third Business Day), appropriately adjusted to take into account the occurrence, during the period commencing on the first of such Trading Days during such 20 Trading Day period and ending on such Purchase Date, Fundamental Change Purchase Date or date of determination, of any event requiring an adjustment of the Conversion Rate under this Officers' Certificate.

        "Principal," "Principal Amount" or "principal" of a debt security, including the Convertible Notes, means the principal of the security.

        "Purchase Date" has the meaning provided in Section 4.10(a) hereof.

        "Purchase Notice" has the meaning provided in Section 4.10(a)(i) hereof.

        "Purchase Price" has the meaning provided in paragraph 6 of the Notes.

        "Record Date" means, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock have the right to receive any cash, securities or other property or in which the Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of shareholders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

        "Redemption Price" has the meaning provided in Section 4.08(a) hereof.

        "Regular Record Date" has the meaning provided in Section 4.06 hereof.

        "Trading Day" means (a) if the applicable security is listed, admitted for trading or quoted on the New York Stock Exchange, the NASDAQ National Market or another national security exchange, a day

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on which the New York Stock Exchange, the NASDAQ National Market or such other national security exchange, as the case may be, is open for business or (b) if the applicable security is not so listed, admitted for trading or quoted, any day other than a Saturday or Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law, regulation or executive order to close.

        "Trustee" has the meaning provided in the preamble hereof.

        Article IV. Terms.    The terms of the series of Securities established pursuant to this Officers' Certificate shall be as follows:

        Section 4.01 Title.    The title of the series of Securities is the "2.125% Convertible Senior Notes due 2023" (the "Convertible Notes").

        Section 4.02 Aggregate Principal Amount.    The initial aggregate principal amount of the Convertible Notes which may be authenticated and delivered pursuant to the Indenture (except for Convertible Notes (i) authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Convertible Notes pursuant to Sections 2.8, 2.9, 2.11, 3.6, 9.5 and 10.3 of the Indenture or (ii) which, pursuant to Section 2.4 of the Indenture, are deemed never to have been authenticated and delivered) may not exceed $1,322,500,000.

        Section 4.03 Registered Securities in Book-Entry Form.    The Convertible Notes will be issued in book-entry form ("Book-Entry Notes") and represented by one or more global notes (the "Global Notes" or "Global Securities") in fully registered form, without coupons. The initial Depositary with respect to the Global Notes will be The Depository Trust Company, as Depositary for the accounts of its participants. So long as the Depositary for a Global Note, or its nominee, is the registered owner of the Global Note, the Depositary or its nominee, as the case may be, will be considered the sole owner or holder of the Convertible Notes in book-entry form represented by such Global Note for all purposes under the Indenture. Book-Entry Notes will not be exchangeable for Convertible Notes in definitive form ("Definitive Notes") except as provided in Section 2.8 of the Indenture or if an Event of Default with respect to the Convertible Notes under the Indenture has occurred and is continuing, the Company will issue Definitive Notes in exchange for the Book-Entry Notes represented by any such Global Note or Convertible Notes.

        Section 4.04 Persons to whom interest payable.    Interest will be payable to the Person in whose name a Convertible Note is registered at the close of business (whether or not a Business Day) on the Regular Record Date with respect to such Convertible Note, except for interest payable on a Convertible Note redeemed after a Regular Record Date and prior to the next succeeding Interest Payment Date (as to which interest will be paid, together with the principal amount so surrendered, to the Person who surrenders such Convertible Note, or portion thereof, for redemption).

        Section 4.05 Stated Maturity.    The principal amount of the Convertible Notes will be payable on April 15, 2023 unless the Convertible Notes are earlier repaid or converted in accordance with the Indenture and this Officers Certificate.

        Section 4.06 Rate of Interest; Interest Payment Dates; Regular Record Dates; Accrual of Interest.    The Convertible Notes will bear interest at the rate of 2.125% per annum. Interest on the Convertible Notes will be payable semiannually in arrears on April 15 and October 15 of each year, commencing on October 15, 2003 (each, an "Interest Payment Date"). The Regular Record Date shall be April 1 or October 1, as the case may be (whether or not a Business Day) immediately preceding the related Interest Payment Date (the "Regular Record Date"). The Convertible Notes will bear interest from April 14, 2003 or from the most recent Interest Payment Date to which interest has been paid or duly provided for until the principal thereof is paid or made available for payment. Interest payments shall be the amount of interest accrued from and including the most recent Interest Payment Date in respect

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of which interest has been paid or duly provided for (or from and including April 14, 2003 if no interest has been paid or duly provided for with respect to such Convertible Note), to but excluding the next succeeding Interest Payment Date. Interest on the Convertible Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months.

        Section 4.07 Place of Payment; Registration of Transfer and Exchange; Notices to Company.    Payment of the principal and interest on the Convertible Notes will be made at the office or agency of the Company maintained for that purpose, initially designated to be the Corporate Trust Office of the Trustee in Los Angeles, California, or at such other offices or agencies as the Company may designate, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest (other than interest payable at redemption) may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the register of Securities; and provided, further, that any Holder of the Convertible Notes (if such Holder holds $10,000,000 or more in aggregate principal amount of the Convertible Notes) shall be entitled to receive payments of interest on the Convertible Notes by wire transfer of immediately available funds, if appropriate wire transfer instructions have been received in writing by the Trustee not less than 15 days prior to the applicable payment date. Payments of principal and any interest on Convertible Notes in book-entry form represented by a Global Security or Securities will be made by the Company through the Trustee to the Depository or its nominee, as the case may be, as the holder of the Global Security or Securities representing such Convertible Notes in book-entry form.

        The Definitive Notes may be presented for exchange and registration of transfer at the office or agency of the Company maintained for that purpose, initially designated to be the Corporate Trust Office of the Trustee in Los Angeles, California, or at such additional offices or agencies as the Company may designate. Ownership of beneficial interests in Convertible Notes in book-entry form represented by a Global Security or Securities will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Depository and its participants. Owners of beneficial interests in Convertible Notes in book-entry form represented by a Global Security or Securities will not be considered the owners or holders of such Convertible Notes under the Indenture.

        In the event of any redemption of fewer than all of the outstanding Convertible Notes, the Registrar need not register the transfer of or exchange any Convertible Notes selected for redemption (except, in the case of a Convertible Note to be redeemed in part, the portion of the Convertible Note not to be redeemed) or issue, register the transfer of or exchange any Convertible Notes for a period of 15 days before the mailing of the redemption notice. In addition, the Registrar need not register the transfer of or exchange any Convertible Notes in respect of which a Purchase Notice or Fundamental Change Purchase Notice has been given and not withdrawn (except, in the case of a Convertible Note to be purchased in part, the portion of the Convertible Note not to be purchased).

        Notices and demands to or upon the Company in respect of the Convertible Notes and the Indenture may be served at The Walt Disney Company, 500 South Buena Vista Street, Burbank, CA 91521, Attention: Legal Department.

        Anything herein to the contrary notwithstanding, in the case of Global Notes, notices may be delivered or withdrawn and other actions taken, and such Convertible Notes may be surrendered for transfer, exchange, redemption or conversion in accordance with the Applicable Procedures as in effect from time to time.

        Section 4.08 Redemption.    Except as otherwise set forth below, the Company may redeem the Convertible Notes in accordance with the terms of Article III of the Indenture.

        (a)  On or after April 15, 2008, the Company may, at its option, redeem the Convertible Notes in whole, or in part, at any time at a redemption price (the "Redemption Price") equal to the

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Principal Amount of the Convertible Notes to be redeemed plus any accrued and unpaid interest to but excluding the Redemption Date.

        (b)  The Company shall notify the Trustee, Paying Agent, and each Holder by mail of the Redemption Date, Principal Amount of and any other information necessary to identify the Securities of such series to be redeemed and the Redemption Price not less than 30 nor more than 60 days before the Redemption Date. If fewer than all outstanding Convertible Notes are to be redeemed, the Trustee will select the Convertible Notes to be redeemed (in principal amounts of $1,000 or integral mutltiples thereof) by lot, or on a pro rata basis or by another method the Trustee considers fair and appropriate.

        (c)  If any Convertible Notes selected for partial redemption are thereafter surrendered for conversion in part before termination of the conversion right with respect to the portion of the Convertible Notes so selected, the converted portion of such Convertible Notes shall be deemed (so far as may be), solely for purposes of determining the aggregate Principal Amount of Convertible Notes to be redeemed by the Company, to be the portion selected for redemption. Convertible Notes which have been converted during a selection of Convertible Notes to be redeemed may be treated by the Trustee as outstanding for the purpose of such selection. Nothing in this Section 4.08(c) shall affect the right of any Holder to convert any Convertible Notes before the termination of the conversion right with respect thereto.

        (d)  In addition to those matters set forth in Section 3.3 of the Indenture a notice of redemption sent to the Holders of Convertible Notes shall state:

        (i)    the name of the paying agent and conversion agent;

        (ii)  the then current Conversion Rate;

        (iii)  that the Convertible Notes called for redemption may be converted at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date; and

        (iv)  that Holders who wish to convert Convertible Notes must comply with the procedures in Section 4.12 of this Officer's Certificate and paragraph 8 of the Convertible Notes;

        Section 4.09 Purchase at the Option of the Holder Upon a Fundamental Change.    If a Fundamental Change shall occur at any time prior to April 15, 2008, each Holder shall have the right, at such Holder's option, to require the Company to purchase any or all of such Holder's Convertible Notes on the date that is no later than 35 Business Days after the date of the Company Notice of the occurrence of such Fundamental Change (subject to extension to comply with applicable law, as provided in Section 4.11(f)) (the "Fundamental Change Purchase Date"). The Convertible Notes shall be repurchased in integral multiples of $1,000 of the Principal Amount. The Company shall purchase such Convertible Notes at a price (the "Fundamental Change Purchase Price") equal to the Principal Amount plus accrued and unpaid interest to but excluding the Fundamental Change Purchase Date. No Convertible Notes may be repurchased at the option of the Holders due to a Fundamental Change if there has occurred and is continuing an Event of Default (other than an Event of Default that is cured by the payment of the Fundamental Change Purchase Price of all such Convertible Notes).

        (a)  Notice of Fundamental Change. The Company, or at its request (which must be received by the Paying Agent at least three Business Days (or such lesser period as agreed to by the Paying Agent) prior to the date the Paying Agent is requested to give such notice as described below), the Paying Agent in the name of and at the expense of the Company, shall mail to all Holders and the Trustee and the Paying Agent a Company Notice of the occurrence of a Fundamental Change and of the purchase right arising as a result thereof, including the information required by

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Section 4.11(a) hereof, on or before the 30th day after the occurrence of such Fundamental Change.

        (b)  Exercise of Fundamental Change Option. For a Convertible Note to be so purchased at the option of the Holder, the Paying Agent must receive such Convertible Note duly endorsed for transfer, together with a written notice of purchase (a "Fundamental Change Purchase Notice") and the form entitled "Form of Fundamental Change Purchase Notice" on the reverse thereof duly completed, on or before the 35th day after the date of the Company Notice of the occurrence of such Fundamental Change, subject to extension to comply with applicable law. The Fundamental Change Purchase Notice shall state:

        (i)    if certificated, the certificate numbers of the Convertible Notes which the Holder shall deliver to be purchased;

        (ii)  the portion of the Principal Amount of the Convertible Notes which the Holder shall deliver to be purchased, which portion must be $1,000 in Principal Amount or an integral multiple thereof; and

        (iii)  that such Convertible Notes shall be purchased as of the Fundamental Change Purchase Date pursuant to the terms and conditions specified in paragraph 6 of the Convertible Notes and the Indenture;

        (c)  Fundamental Change Option Procedures. The Company shall purchase from a Holder, pursuant to this Section 4.09(c), Convertible Notes if the Principal Amount of such Convertible Notes is $1,000 or a multiple of $1,000 if so requested by such Holder.

        Any purchase by the Company contemplated pursuant to the provisions of this Section 4.09(c) shall be consummated by the delivery of the Fundamental Change Purchase Price to be received by the Holder promptly following the later of the Fundamental Change Purchase Date or the time of book-entry transfer or delivery of the Convertible Notes.

        Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by Section 4.09(b) shall have the right at any time prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date to withdraw such Fundamental Change Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 4.11(c).

        The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof.

        On or before 10:00 a.m. (New York City time) on the Fundamental Change Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) money sufficient to pay the aggregate Fundamental Change Purchase Price of the Convertible Notes to be purchased pursuant to this Section 4.09. Payment by the Paying Agent of the Fundamental Change Purchase Price for such Convertible Notes shall be made promptly following the later of the Fundamental Change Purchase Date or the time of book-entry transfer or delivery of such Convertible Notes. If the Paying Agent holds, in accordance with the terms of the Indenture, money sufficient to pay the Fundamental Change Purchase Price of such Convertible Notes on the Business Day following the Fundamental Change Purchase Date, then, on and after such date, such Convertible Notes shall cease to be outstanding and interest on such Convertible Notes shall cease to accrue, whether or not book-entry transfer of such Convertible Notes is made or such Convertible Notes are delivered to the Paying Agent, and all other rights of the Holder shall terminate (other than the right to receive the Fundamental Change Purchase Price upon delivery or transfer of the Convertible Notes). Nothing herein shall preclude any withholding tax required by law.

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        The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of the Fundamental Change Purchase Price and shall notify the Trustee of any default by the Company in making any such payment. If the Company or an Affiliate of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to deliver all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon doing so, the Paying Agent shall have no further liability for the money delivered to the Trustee.

        All questions as to the validity, eligibility (including time of receipt) and acceptance of any Convertible Notes for redemption shall be determined by the Company, whose determination shall be final and binding.

Section 4.10 Purchase of Convertible Notes at the Option of the Holder.

        (a)  On each of April 15, 2008, April 15, 2013 and April 15, 2018 (each, a "Purchase Date"), a Holder shall have the option to require the Company to purchase for cash any outstanding Convertible Notes for a price equal to 100% of the principal amount of the Convertible Notes to be purchased plus any accrued and unpaid interest to but excluding the applicable Purchase Date, upon:

        (i)    delivery to the Paying Agent by the Holder of a written notice of purchase (a "Purchase Notice") at any time from the opening of business on the date that is 20 Business Days prior to a Purchase Date until the close of business on the fifth Business Day prior to such Purchase Date, stating:

        (1)  if certificated, the certificate numbers of the Convertible Notes which the Holder will deliver to be purchased;

        (2)  the portion of the Principal Amount of the Convertible Notes which the Holder will deliver to be purchased, which portion must be $1,000 in Principal Amount or an integral multiple thereof; and

        (3)  that such Convertible Notes shall be purchased as of the Purchase Date pursuant to the terms and conditions specified in paragraph 6 of the Convertible Notes and the Indenture; and

        (ii)  delivery or book-entry transfer of such Convertible Notes to the Paying Agent prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery or transfer being a condition to receipt by the Holder of the Purchase Price therefor; provided, however, that such Purchase Price shall be so paid pursuant to this Section 4.10 only if the Convertible Notes so delivered or transferred to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice.

        (b)  The Company shall purchase from a Holder, pursuant to this Section 4.10, Convertible Notes if the Principal Amount of such Convertible Notes is $1,000 or a multiple of $1,000 if so requested by such Holder.

        (c)  Any purchase by the Company contemplated pursuant to the provisions of this Section 4.10 shall be consummated by the delivery of the Purchase Price to be received by the Holder promptly following the later of the Purchase Date or the time of book-entry transfer or delivery of the Convertible Notes.

        (d)  Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Purchase Notice contemplated by this Section 4.10 shall have the right at any time prior to the close of business on the Business Day prior to the Purchase Date to withdraw such

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Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 4.11(c).

        (e)  The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof.

        (f)    On or before 10:00 a.m. (New York City time) on the Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) money sufficient to pay the aggregate Purchase Price of the Convertible Notes to be purchased pursuant to this Section 4.10. Payment by the Paying Agent of the Purchase Price for such Convertible Notes shall be made promptly following the later of the Purchase Date or the time of book-entry transfer or delivery of such Convertible Notes. If the Paying Agent holds, in accordance with the terms of the Indenture, money sufficient to pay the Purchase Price of such Convertible Notes on the Business Day following the Purchase Date, then, on and after such date, such Convertible Notes shall cease to be outstanding and interest on such Convertible Notes shall cease to accrue, whether or not book-entry transfer of such Convertible Notes is made or such Convertible Notes are delivered to the Paying Agent, and all other rights of the Holder shall terminate (other than the right to receive the Purchase Price upon delivery or transfer of the Convertible Notes).

        (g)  The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of the Purchase Price and shall notify the Trustee of any default by the Company in making any such payment. If the Company or an Affiliate of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to deliver all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon doing so, the Paying Agent shall have no further liability for the money delivered to the Trustee.

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Section 4.11 Further Conditions and Procedures for Purchase at the Option of the Holder Upon a Fundamental Change and Purchase of Convertible Notes at the Option of the Holder.

        (a)  Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a "Company Notice") to the Holders (and to beneficial owners as required by applicable law) at their addresses shown in the Convertible Note register maintained by the Registrar, and delivered to the Trustee and Paying Agent, not less than 20 Business Days prior to each Purchase Date, or on or before the 30^th day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a "Company Notice Date"). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice to be completed by a Holder and shall state:

        (i)    the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interest, the Conversion Rate at the time of such notice (and any adjustments to the Conversion Rate) and, to the extent known at the time of such notice, the amount of interest, if any, that will be payable with respect to the Convertible Notes on the applicable Purchase Date or Fundamental Change Purchase Date;

        (ii)  if the notice relates to a Fundamental Change, the events causing the Fundamental Change and the date of the Fundamental Change;

        (iii)  the Purchase Date or Fundamental Change Purchase Date;

        (iv)  the last date on which a Holder may exercise their purchase right;

        (v)  the name and address of the Paying Agent and the Conversion Agent;

        (vi)  that Convertible Notes must be surrendered to the Paying Agent to collect payment of the Purchase Price or Fundamental Change Purchase Price;

        (vii) that Convertible Notes as to which a Purchase Notice or Fundamental Change Purchase Notice has been given may be converted only if the applicable Purchase Notice or Fundamental Change Purchase Notice has been withdrawn by the Holder in accordance with the terms of this Officers' Certificate;

        (viii)that the Purchase Price or Fundamental Change Purchase Price for any Convertible Notes as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or Fundamental Change Purchase Date, as applicable, or the time of book-entry transfer or delivery of such Convertible Notes;

        (ix)  the procedures the Holder must follow under Sections 4.09 or 4.10, as applicable, and Section 4.11;

        (x)  briefly, the conversion rights of the Convertible Notes;

        (xi)  that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Convertible Notes covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, interest will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;

        (xii) the CUSIP or ISIN number of the Convertible Notes; and

        (xiii)the procedures for withdrawing a Purchase Notice or Fundamental Change Purchase Notice.

        Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New

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York or publish such information on its then existing Web site or through such other public medium as it may use at the time.

        At the Company's request, made at least five Business Days prior to the date upon which such notice is to be mailed, and at the Company's expense, the Paying Agent shall give the Company Notice in the Company's name; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.

        (b)  Effect of Purchase Notice or Fundamental Change Purchase Notice. Upon receipt by the Company of the Purchase Notice or Fundamental Change Purchase Notice specified in Section 4.09(b) or Section 4.10(a), as applicable, the Holder of the Convertible Notes in respect of which such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, was given shall (unless such Purchase Notice or Fundamental Change Purchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Purchase Price or Fundamental Change Purchase Price with respect to such Convertible Notes. Such Purchase Price or Fundamental Change Purchase Price shall be paid by the Paying Agent to such Holder promptly following the later of (x) the Purchase Date or the Fundamental Change Purchase Date, as the case may be, with respect to such Convertible Notes (provided the conditions in Section 4.09(b) or Section 4.10(a), as applicable, have been satisfied) and (y) the time of delivery or book-entry transfer of such Convertible Notes to the Paying Agent by the Holder thereof in the manner required by Section 4.09(b) or Section 4.10(a), as applicable. Convertible Notes in respect of which a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has been given by the Holder thereof may not be converted for shares of Common Stock on or after the date of the delivery of such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, unless such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has first been validly withdrawn or deemed to have been validly withdrawn as specified in the following two paragraphs.

        (c)  Withdrawal of a Purchase Notice or Fundamental Change Purchase Notice. A Purchase Notice or Fundamental Change Purchase Notice, as the case may be, may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent at any time prior to 5:00 p.m. New York City time on the Business Day prior to the Purchase Date or the Fundamental Change Purchase Date, as the case may be, to which it relates specifying:

        (i)    if certificated, the certificate number of the Convertible Notes in respect of which such notice of withdrawal is being submitted;

        (ii)  the Principal Amount of the Convertible Notes with respect to which such notice of withdrawal is being submitted; and

        (iii)  the Principal Amount, if any, of such Convertible Notes which remains subject to the original Purchase Notice or Fundamental Change Purchase Notice, as the case may be, and which has been or shall be delivered for purchase by the Company.

        (d)  Effect of Event of Default. There shall be no purchase of any Convertible Notes pursuant to Section 4.09 or Section 4.10 if an Event of Default has occurred and is continuing (other than a default that is cured by the payment of the Purchase Price or Fundamental Change Purchase Price, as the case may be). The Paying Agent shall promptly return to the respective Holders thereof any Convertible Notes (x) with respect to which a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has been withdrawn in compliance with this Officers' Certificate, or (y) held by it during the continuance of an Event of Default (other than a default that is cured by the payment of the Purchase Price or Fundamental Change Purchase Price, as the case may be) in which case, upon such return, the Purchase Notice or Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

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        (e)  Convertible Notes Purchased in Part. Any Convertible Notes that are to be purchased only in part shall be surrendered at the office of the Paying Agent (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing) and the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder of such Convertible Notes, without service charge, a new Convertible Note or Convertible Notes, of any authorized denomination as requested by such Holder in aggregate Principal Amount equal to, and in exchange for, the portion of the Principal Amount of the Convertible Notes so surrendered which is not purchased or redeemed.

        (f)    Covenant to Comply with Securities Laws Upon Purchase of Convertible Notes. In connection with any offer to purchase Convertible Notes under Sections 4.09 or 4.11 hereof, the Company shall, to the extent applicable, (a) comply with Rules 13e-4 and 14e-1 (and any successor provisions thereto) under the Exchange Act, if applicable; (b) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act, if applicable; and (c) otherwise comply with all applicable federal and state securities laws so as to permit the rights and obligations under Sections 4.09 or 4.11 to be exercised in the time and in the manner specified in Sections 4.09 or 4.11.

        (g)  Repayment to the Company. The Trustee and the Paying Agent shall return to the Company any cash or property that remains unclaimed as provided in paragraph 12 of the Convertible Notes, together with interest that the Trustee or Paying Agent, as the case may be, has agreed to pay, if any, held by them for the payment of a Purchase Price or Fundamental Change Purchase Price, as the case may be; provided, however, that to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 4.09(c) or 4.10(f), as applicable, exceeds the aggregate Purchase Price or Fundamental Change Purchase Price, as the case may be, of the Convertible Notes or portions thereof which the Company is obligated to purchase as of the Purchase Date or Fundamental Change Purchase Date, as the case may be, then promptly on and after the Business Day following the Purchase Date or Fundamental Change Purchase Date, as the case may be, the Trustee or the Paying Agent, as the case may be, shall return any such excess to the Company together with interest that the Trustee or Paying Agent, as the case may be, has agreed to pay, if any.

        (h)  Officers' Certificate. At least five Business Days before the Company Notice Date, the Company shall deliver an Officers' Certificate to the Trustee specifying whether the Company desires the Trustee to give the Company Notice required by Section 4.11(a) herein.

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Section 4.12 Conversion of Convertible Notes.

        (a)  Right to Convert. A Holder may convert its Convertible Notes for Common Stock at any time during the periods specified in paragraph 8 of the Convertible Notes:

        (b)  The Initial Conversion Rate. The Initial Conversion Rate is 33.9443 shares of Common Stock issuable upon conversion of a Convertible Note per $1,000 Principal Amount (the "Conversion Rate"), subject to adjustment as herein set forth.

        A Holder may convert a portion of the Principal Amount of Convertible Notes if the portion is $1,000 or a multiple of $1,000.

        (c)  Conversion Procedures. To convert Convertible Notes, the requirements set forth in this Section 4.12(c) and in paragraph 8 of the Convertible Notes must be satisfied.

        To convert the Convertible Notes, a Holder must (1) complete and manually sign the irrevocable conversion notice on the back of the Convertible Notes (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent at the office maintained by the Conversion Agent for such purpose, (2) with respect to Definitive Notes, surrender the Notes to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (4) pay any transfer or similar tax, if required. The date on which the Holder satisfies all such requirements is the conversion date (the "Conversion Date"). As soon as practicable, but in no event later than the fifth Business Day following the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 4.12(d).

        Holders of Convertible Notes at the close of business on a Regular Record Date will receive payment of interest payable on the corresponding Interest Payment Date notwithstanding the conversion of such Convertible Notes at any time after the close of business on such Regular Record Date. Convertible Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the corresponding Interest Payment Date (except for Convertible Notes in respect of which a Redemption Date has been declared that falls within this period or on such Interest Payment Date) must be accompanied by payment of an amount equal to the interest that the Holder is to receive on the Convertible Notes. Except as described above, no payment or adjustment will be made for accrued interest on converted Convertible Notes.

        The Person in whose name the certificate for such shares of Common Stock is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of Convertible Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Convertible Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of Convertible Notes, such Person shall no longer be a Holder of such Convertible Notes.

        No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in paragraph 4.12(g) or as otherwise provided in the Indenture or this Certificate.

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        If a Holder converts more than one Convertible Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Convertible Notes converted.

        Upon surrender of a Convertible Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Convertible Note in an authorized denomination equal in Principal Amount to the unconverted portion of the Convertible Note surrendered.

        If the last day on which Convertible Notes may be converted is a legal holiday in a place where a Conversion Agent is located, the Convertible Notes may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holiday.

        A Holder of Convertible Notes is not entitled to any rights of a holder of Common Stock until such Holder has converted its Convertible Notes to Common Stock, and only to the extent such Convertible Notes are deemed to have been converted into Common Stock pursuant to this Section 4.12.

        (d)  Cash Payments in Lieu of Fractional Shares. The Company shall not issue a fractional share of Common Stock upon conversion of Convertible Notes. Instead the Company shall deliver cash for the current market value of the fractional share. The current market value of a fractional share shall be determined to the nearest 1/10,000th of a share by multiplying the Last Reported Sale Price of a full share of Common Stock on the Trading Day immediately preceding the Conversion Date by the fractional amount and rounding the product to the nearest whole cent.

        (e)  Taxes on Conversion. If a Holder converts Convertible Notes, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of shares of Common Stock upon the conversion. However, the Holder shall pay any such tax which is due because the Holder requests the shares to be issued in a name other than the Holder's name. The Conversion Agent may refuse to deliver the certificates representing the Common Stock being issued in a name other than the Holder's name until the Conversion Agent receives a sum sufficient to pay any tax which shall be due because the shares are to be issued in a name other than the Holder's name. Nothing herein shall preclude any withholding tax required by law.

        (f)    Covenants of the Company. The Company shall, prior to issuance of any Convertible Notes hereunder, and from time to time as may be necessary, reserve out of its authorized but unissued Common Stock a sufficient number of shares of Common Stock to permit the conversion of the Convertible Notes.

        All shares of Common Stock delivered upon conversion of the Convertible Notes shall be newly issued shares or treasury shares, shall be duly and validly issued and fully paid and nonassessable and shall be free from preemptive rights and free of any lien or adverse claim.

        The Company shall endeavor promptly to comply with all federal and state securities laws regulating the order and delivery of shares of Common Stock upon the conversion of Convertible Notes, if any, and shall cause to have listed or quoted all such shares of Common Stock on each United States national securities exchange or over-the-counter or other domestic market on which the Common Stock is then listed or quoted.

        (g)  Adjustments to Conversion Rate. The Conversion Rate shall be adjusted from time to time by the Company as follows:

        (i)    In case the Company shall (a) pay a dividend, or make a distribution, exclusively in shares of its Common Stock or other capital stock, on its Common Stock; (b) subdivide its outstanding Common Stock into a greater number of shares; (c) combine its outstanding Common Stock into a smaller number of shares; or (d) reclassify its Common Stock, the

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Conversion Rate in effect immediately prior to the effective date for the adjustment pursuant to this Section 4.12(g)(i), as described below, shall be adjusted so that the Holder of any Convertible Notes thereafter surrendered for conversion shall be entitled to receive the number of shares of any class of the Company's capital stock which such Holder would have owned or have been entitled to receive after the happening of any of the events described above had such Convertible Notes been converted immediately prior to the applicable Record Date in the case of a transaction described in clause (a) above or the effective date in the case of any other of the foregoing transactions. If any dividend or distribution of the type described in clause (a) above is not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect if such dividend or distribution had not been declared. An adjustment made pursuant to this Section 4.12(g)(i) shall become effective immediately after the applicable Record Date in the case of a dividend and shall become effective immediately after the applicable effective date in the case of subdivision, combination or reclassification of the Company's Common Stock.

        (ii)  In case the Company shall issue rights or warrants to all holders of its Common Stock entitling them (for a period expiring within 60 days after the date of issuance of such rights or warrants) to subscribe for or purchase Common Stock at a price per share less than the Market Price per share of Common Stock on the Record Date fixed for determination of stockholders entitled to receive such rights or warrants, the Conversion Rate in effect immediately after such Record Date shall be adjusted so that the same shall equal the Conversion Rate determined by multiplying the Conversion Rate in effect immediately after such Record Date by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on such Record Date plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on such Record Date plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such Market Price. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the Record Date for the determination of stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such Record Date for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Market Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than cash, to be determined by the Board of Directors.

        (iii)  In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock (excluding any distribution in connection with the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary) any evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in Section 4.12(g)(ii) hereof) (any of the foregoing hereinafter in this Section 4.12(g)(iii) called the "Distributed Assets or Securities") in an aggregate amount per share of Common Stock that, combined together with the aggregate amount of any other such distributions to all holders of Common Stock made within the 12 months preceding the

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date of payment of such distribution, and in respect of which no adjustment pursuant to this Section 4.12(g)(iii) has been made, exceeds 15% of the Market Price on the Trading Day immediately preceding the declaration of such distribution, then the Conversion Rate shall be adjusted so that the same shall equal the Conversion Rate determined by multiplying the Conversion Rate in effect immediately prior to the close of business on the Record Date mentioned below by a fraction of which the numerator shall be the Market Price per share of the Common Stock on such Record Date, and the denominator shall be the Market Price per share of the Common Stock on such Record Date less the Fair Market Value on such Record Date (as determined by the Board of Directors, whose determination shall be conclusive, and described in a certificate filed with the Trustee and the Paying Agent) of the Distributed Assets or Securities so distributed applicable to one share of Common Stock. Such adjustment shall become effective immediately after the Record Date for the determination of stockholders entitled to receive such distribution; provided, however, that, if (a) the Fair Market Value of the portion of the Distributed Assets or Securities so distributed applicable to one share of Common Stock is equal to or greater than the Market Price of the Common Stock on the Record Date or (b) the Market Price of the Common Stock on the Record Date is greater than the Fair Market Value of such Distributed Assets or Securities by less than $1.00, then, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive upon conversion, in addition to the shares of Common Stock, the kind and amount of assets, debt securities, or rights, warrants or options comprising such dividend or distribution the Holder would have received had such Holder converted such Convertible Notes immediately prior to such Record Date. In the event that such distribution is not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect if such distribution had not been declared.

        (iv)  Notwithstanding the foregoing provisions of Section 4.12(g)(ii) or (iii), no adjustment shall be made thereunder, nor shall an adjustment be made to the ability of a Holder of a Note to convert, for any distribution described therein if the Holder will otherwise participate in the distribution without conversion of such Holders Convertible Notes.

        (v)  No adjustment pursuant to the conversion rate or a holder's ability to convert pursuant to this Section 4.12(g) shall be made in connection with the issuance of rights, the distribution of separate certificates representing rights or the exercise, redemption, termination or invalidation of rights pursuant to any stockholder rights plan implemented by the Company which provides that, upon conversion of the Convertible Notes, the Holders shall receive, in addition to the Common Stock issuable upon such conversion, the rights issued under such stockholder rights plan (notwithstanding the occurrence of an event causing such rights to separate from the Common Stock at or prior to the time of conversion).

        (vi)  For purposes of this Section 4.12(g), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company.

        (h)  Miscellaneous Provisions Relating to Conversion.

        (i)    Calculation Methodology. No adjustment in the Conversion Price need be made unless the adjustment would require an increase or decrease of at least 1% in the Conversion Price then in effect provided that any adjustment that would otherwise be required to be made shall be carried forward and taken into account in any subsequent adjustment. Except as stated in Section 4.12(g), the Conversion Rate will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing. Any adjustments that are made shall be

16

carried forward and taken into account in any subsequent adjustment. All calculations under Sections 4.11, 4.12(g) and this Section 4.12(h) shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the case may be.

        (ii)  When No Adjustment Required. No adjustment to the Conversion Price need be made:

        (1)  upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan;

        (2)  upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries;

        (3)  upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security not described in (2) above and outstanding as of the date the Convertible Notes were first issued;

        (4)  for a change in the par value of the Common Stock; or

        (5)  for accrued and unpaid interest.

        To the extent the Convertible Notes become convertible into cash, assets, property or securities (other than capital stock of the Company), no adjustment shall be made thereafter as to the cash, assets, property or such securities. Interest shall not accrue on such cash.

        (iii)  Notice of Adjustment. Whenever the Conversion Rate is adjusted, the Company shall promptly mail to Holders a notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice. The certificate shall, absent manifest error, be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.

        (iv)  Voluntary Increase. The Company may make such increases in the Conversion Rate, in addition to those required by Section 4.12(g), as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. To the extent permitted by applicable law, the Company may from time to time increase the Conversion Rate by any amount for any period of time if the period is at least 20 days, the increase is irrevocable during the period and the Board of Directors shall have made a determination that such increase would be in the best interests of the Company, which determination shall be conclusive. Whenever the Conversion Rate is so increased, the Company shall mail to Holders and file with the Trustee and the Conversion Agent a notice of such increase. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such notice except to exhibit the same to any Holder desiring inspection thereof. The Company shall mail the notice at least 15 days before the date the increased Conversion Rate takes affect. The notice shall state the increased Conversion Rate and the period it shall be in effect.

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        (v)  Notice to Holders Prior to Certain Actions. In case:

        (1)  the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an adjustment in the Conversion Rate pursuant to Section 4.12(g);

        (2)  the Company shall authorize the granting to all or substantially all the holders of its Common Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants;

        (3)  of any reclassification or reorganization of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or

        (4)  of the voluntary or involuntary dissolution, liquidation or winding-up of the Company,

the Company shall cause to be filed with the Trustee and to be mailed to each Holder at its address appearing on the Convertible Note register, as promptly as possible but in any event at least 15 days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, or rights or warrants are to be determined or (y) the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding-up.

        (vi)  Effect of Reclassification, Consolidation, Merger, Binding Share Exchange or Sale. If any of the following events occur, namely (a) any reclassification or change of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (b) any consolidation, merger or binding share exchange of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; or (c) any sale or conveyance of all or substantially all of the assets of the Company to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the conversion rate will not be adjusted. If any of the events described in the preceding sentence occur, the Company or the continuing, successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture or otherwise amend the terms of the Convertible Notes, to provide that each Convertible Note shall be convertible into the kind and amount of shares of stock, other securities or property or assets (including cash) that the Holder of the Convertible Note would have received upon such reclassification, change, consolidation, merger, binding share

18

exchange, sale or conveyance if such Holder had converted such Convertible Note into the number of shares of Common Stock issuable upon conversion of such Convertible Note immediately prior to such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance. Such supplemental indenture or other amendment to the Convertible Notes shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4.12(h)(vi).

        The Company shall cause notice of the execution of such supplemental indenture or amendment of the Convertible Notes to be mailed to each Holder, at its address appearing on the Convertible Note register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture.

        The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, binding share exchanges, sales and conveyances.

        If this Section 4.12(h) applies to any event or occurrence, Section 4.12(g) shall not apply.

        (vii) Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder to either calculate the Conversion Rate or determine whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same and shall be protected in relying upon an Officers' Certificate with respect to the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Convertible Notes and the Trustee and any other Conversion Agent make no representations with respect thereto. Subject to the provisions of Article 6 of the Indenture, neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Convertible Notes for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Section 4.12. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.12(h)(vi) relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Convertible Notes after any event referred to in such Section 4.12(h)(vi) or to any adjustment to be made with respect thereto, but, subject to the provisions of Article 6 of the Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

        (viii)Simultaneous Adjustments. In the event that Section 4.12(g) requires adjustments to the Conversion Rate under more than one of Sections 4.12(g)(i), (ii) or (iii), and the Record Dates for the distributions giving rise to such adjustments shall occur on the same date, then such adjustments shall be made by applying, first, the provisions of Section 4.12(g)(iii), second, the provisions of Section 4.12(g)(i), and third, the provisions of Section 4.12(g)(ii).

        (ix)  Successive Adjustments. After an adjustment to the Conversion Rate under Section 4.12(g), any subsequent event requiring an adjustment under Section 4.12(g) shall cause an adjustment to the Conversion Rate as so adjusted.

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        (x)  General Considerations. Whenever successive adjustments to the Conversion Rate are called for pursuant to Sections 4.12(g) or 4.12(h), such adjustments shall be made to the Market Price as may be necessary or appropriate to effectuate the intent of 4.12(g) or 4.12(h) and to avoid unjust or inequitable results as determined in good faith by the Board of Directors.

        Section 4.13 Additional Events of Default.    In addition to those matters set forth in Section 6.1 of the Indenture, an "Event of Default" with respect to the Convertible Notes shall occur if:

        (a)  The Company defaults in its obligation to repurchase Convertible Notes upon the occurrence of a Fundamental Change or the exercise by a holder of its option to require the Company to repurchase such holder's Convertible Notes;

        (b)  The Company defaults in its obligation to redeem the Convertible Notes after exercising its redemption option pursuant to Section 4.08; and

        (c)  The Company defaults in its obligation to convert the Convertible Notes upon exercise of a holder's conversion right.

        Section 4.14 Amendments; Waiver.    In addition to those matters set forth in Section 9.2 of the Indenture (including the terms and conditions of the Convertible Notes set forth herein), with respect to the Convertible Notes, no amendment or supplemental indenture shall without the consent of the Holder of each Convertible Note affected thereby:

        (a)  reduce the Redemption Price, Purchase Price or Fundamental Change Purchase Price of the Convertible Notes; or

        (b)  make any change that adversely affects the Holders' right to convert the Convertible Notes.

        In addition, with respect to the Convertible Notes, to the extent set forth in Section 6.4 of the Indenture, the holders of at least a majority in aggregate Principal Amount of the outstanding Convertible Notes may waive an existing Default other than:

        (a)  any Default by the Company in any payment of the Redemption Price, Purchase Price or Fundamental Change Purchase Price with respect to any Convertible Notes, or

        (b)  any Default which constitutes a failure to convert any Convertible Note in accordance with its terms, this Officer's Certificate and the Indenture.

        Section 4.15 Register of Securities; Paying Agent; Conversion Agent.    Initially, the Trustee shall act as Paying Agent, Conversion Agent and Security Registrar. The Company may appoint and change any Paying Agent, Conversion Agent, Security Registrar or co-registrar or approve a change in the office through which any Paying Agent acts without notice, other than notice to the Trustee. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion Agent, Security Registrar or co-registrar.

        Section 4.16 Calculations in respect of the Convertible Notes.    The Company will be responsible for making all calculations called for under the Convertible Notes. These calculations include, but are not limited to, determination of the Market Price, accrued interest payable on the Convertible Notes and Conversion Price of the Convertible Notes. The Company will make these calculations in good faith and, absent manifest error, these calculations will be final and binding on the Holders. The Company will provide to each of the Trustee and the Conversion Agent a schedule of its calculations and each of the Trustee and the Conversion Agent is entitled to rely upon the accuracy of such calculations without independent verification. The Trustee will forward the Company's calculations to any Holder upon the request of such Holder

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        Section 4.17 Form.    The Convertible Notes will be in substantially the form set forth in Exhibit A hereto, and may have such other terms as are provided therein.

* * *

        All capitalized terms used in this Officers' Certificate and not defined herein shall have the meanings set forth in the Indenture.

        Each of the undersigned, for himself, states that he has read and is familiar with the provisions of Article Two of the Indenture relating to the establishment of a series of Securities thereunder and the establishment of forms of Securities representing a series of Securities thereunder and, in each case, the definitions therein relating thereto; that he is generally familiar with the other provisions of the Indenture and with the affairs of the Company and its acts and proceedings and that the statements and opinions made by him in this Certificate are based upon such familiarity; and that he has made such examination or investigation as is necessary to enable him to determine whether or not the covenants and conditions referred to above have been complied with; and in his opinion, such covenants and conditions have been complied with.

        Insofar as this Certificate relates to legal matters it is based upon the Opinion of Counsel delivered to the Trustee contemporaneously herewith pursuant to Section 2.4 of the Indenture and relating to the Convertible Notes.

        [Remainder of page intentionally left blank]

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        IN WITNESS WHEREOF, the undersigned have hereunto signed this Certificate on behalf of the Company as of the 14^th day of April, 2003.

THE WALT DISNEY COMPANY
By:	/s/  CHRISTINE M. MCCARTHY Name: Christine M. McCarthy Title: Senior Vice President and Treasurer
By:	/s/  DAVID K. THOMPSON Name: David K. Thompson Title: Senior Vice President—Assistant General Counsel and Corporate Secretary

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Exhibit A

        Unless and until it is exchanged in whole or in part for Notes in definitive form, this Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the Depositary or any such nominee to a successor Depository or a nominee of such successor Depositary. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

REGISTERED		REGISTERED
	THE WALT DISNEY COMPANY
	2.125% Convertible Senior Note due 2023
NO.		Principal Amount:
		CUSIP: 254687 AU 0

The Walt Disney Company, a corporation duly organized and existing under the laws of the State of Delaware (herein referred to as the "Company"), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of            , on April 15, 2023.

        This Note shall bear interest as specified on the other side of this Note. This Note is convertible and is subject to redemption at the option of the Company and to purchase by the Company at the option of the Holder as specified on the other side of this Note.

        Reference is hereby made to the further provisions of this Note set forth herein, which further provisions shall for all purposes have the same effect as if set forth at this place.

        Unless the certificate of authentication hereon has been executed by the Trustee or its duly appointed authenticating agent by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

1

        IN WITNESS WHEREOF, The Walt Disney Company has caused this instrument to be signed by the manual signature of its Chairman of the Board, one of its Vice-Chairmen, its President or one of its Vice Presidents, or the Treasurer or any Assistant Treasurer, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries.

(SEAL)		THE WALT DISNEY COMPANY
		By:	Christine M. McCarthy Senior Vice President and Treasurer
ATTEST:
By:	Marsha L.Reed Vice President—Governance Administration and Assistant Secretary
Dated:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

        This is one of the Notes of the series designated herein referred to in the within-mentioned Indenture.

WELLS FARGO BANK, N.A., as Trustee
By:	Authorized Signatory

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[REVERSE SIDE OF GLOBAL SECURITY]

THE WALT DISNEY COMPANY
2.125% CONVERTIBLE SENIOR NOTES DUE 2023

        This Note is one of a duly authorized issue of 2.125% Convertible Senior Notes due 2023 (the "Notes") of The Walt Disney Company, a Delaware Corporation (including any successor corporation under the Indenture hereinafter referred to, the "Company"), issued pursuant to an Indenture, dated as of September 24, 2001 (the "Base Indenture"), between the Company and Wells Fargo Bank, N.A., a national banking association, as Trustee (which term includes any successor trustee under the Indenture), as supplemented by an Officers' Certificate dated as of April 14, 2003 issued pursuant to Sections 2.1 and 2.3(a) of the Base Indenture setting forth the terms of the Notes (the "Officers' Certificate," and together with the Base Indenture, the "Indenture"). Reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are general unsecured obligations of the Company limited to $1,322,500,000 aggregate Principal Amount.

1.

INTEREST

        This Note shall bear interest at a rate of 2.125% per year on the Principal hereof, from April 14, 2003 or from the most recent Interest Payment Date (as defined below) to which payment has been paid or duly provided for, payable semiannually in arrears on April 15 and October 15 of each year, beginning October 15, 2003 (each an "Interest Payment Date") to the persons in whose names the Notes are registered at the close of business on April 1 and October 1 (each a "Regular Record Date") (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.

        If the Principal hereof or any portion of such Principal is not paid when due (whether upon acceleration, upon the date set for payment of the Redemption Price pursuant to paragraph 4 hereof, upon the date set for payment of a Purchase Price or Fundamental Change Purchase Price pursuant to paragraph 6 hereof or upon the Final Maturity of this Note) or if interest due hereon or any portion of such interest is not paid when due in accordance with this paragraph or paragraph 9 hereof, then in each such case the overdue amount shall bear interest at the rate of 2.125% per annum, compounded semiannually (to the extent that the payment of such interest shall be legally enforceable), which interest shall accrue from the date such overdue amount was due to the date payment of such amount, including interest thereon, has been made or duly provided for. All such interest shall be payable on demand.

2.

METHOD OF PAYMENT

        Subject to the terms and conditions of the Indenture, the Company shall make payments in respect of the Notes to the Persons who are registered Holders of Notes at the close of business on the Business Day preceding the Redemption Date or Final Maturity, as the case may be, or at the close of business on a Purchase Date or Fundamental Change Purchase Date, as the case may be. Holders must surrender Notes to a Paying Agent to collect such payments in respect of the Notes. The Company shall pay, at the office of the Paying Agent, cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Company may make such cash payments by check payable in such money mailed to the Holder's registered address or, with respect to Global Securities, by wire transfer.

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3.

PAYING AGENT, CONVERSION AGENT AND SECURITY REGISTRAR

        Initially, Wells Fargo Bank, N.A., a national banking association (the "Trustee"), shall act as Paying Agent, Conversion Agent and Security Registrar. The Company may appoint and change any Paying Agent, Conversion Agent, Security Registrar or co-registrar or approve a change in the office through which any Paying Agent acts without notice, other than notice to the Trustee. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion Agent, Security Registrar or co-registrar.

4.

REDEMPTION AT THE OPTION OF THE COMPANY

        No sinking fund is provided for the Notes. The Notes are redeemable at any time on or after April 15, 2008 in whole, or in part, at the option of the Company at a redemption price ("Redemption Price") equal to the Principal Amount of the Notes to be redeemed plus any accrued and unpaid interest to the Redemption Date.

5.

NOTICE OF REDEMPTION AT THE OPTION OF THE COMPANY

        Notice of redemption at the option of the Company shall be mailed at least 30 days but not more than 60 days before the Redemption Date to the Trustee, the Paying Agent and each Holder of Notes to be redeemed at the Holder's registered address. If money sufficient to pay the Redemption Price of all Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to or on the Redemption Date, on and after the Redemption Date interest shall cease to accrue on such Notes or portions thereof. Notes in denominations larger than $1,000 Principal Amount may be redeemed in part but only in integral multiples of $1,000 Principal Amount.

6.

PURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER; PURCHASE AT THE OPTION OF THE HOLDER UPON A FUNDAMENTAL CHANGE

        (a)  Subject to the terms and conditions of the Indenture, a Holder shall have the option to require the Company to purchase the Notes held by such Holder on April 15, 2008, April 15, 2013 and April 15, 2018 (each, a "Purchase Date") at a purchase price (the "Purchase Price") equal to the Principal Amount of the Notes to be purchased plus any accrued and unpaid interest to such Purchase Date, upon delivery of a Purchase Notice containing the information set forth in the Indenture, from the opening of business on the date that is 20 Business Days prior to such Purchase Date until the close of business on the fifth Business Day prior to such Purchase Date and upon delivery of the Notes to the Paying Agent by the Holder as set forth in the Indenture. The Company will pay the Purchase Price in cash.

        Notes in denominations larger than $1,000 Principal Amount may be purchased in part, but only in integral multiples of $1,000 Principal Amount.

        (b)  If a Fundamental Change shall occur at any time prior to April 15, 2008, each Holder shall have the right, at such Holder's option and subject to the terms and conditions of the Indenture, to require the Company to purchase any or all of such Holder's Notes or any portion of the Principal Amount thereof that is equal to $1,000 or an integral multiple of $1,000 on the day that is 35 Business Days after the date of the Company Notice of the occurrence of the Fundamental Change (subject to extension to comply with applicable law) for a Fundamental Change Purchase Price equal to the Principal Amount of Notes purchased plus accrued and unpaid interest to the Fundamental Change Purchase Date, which Fundamental Change Purchase Price shall be paid by the Company in cash.

        (c)  Holders have the right to withdraw any Purchase Notice or Fundamental Change Purchase Notice, as the case may be, by delivery to the Paying Agent of a written notice of withdrawal in accordance with the provisions of the Indenture.

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        (d)  If cash sufficient to pay a Fundamental Change Purchase Price or Purchase Price, as the case may be, of all Notes or portions thereof to be purchased as of the Purchase Date or the Fundamental Change Purchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Fundamental Change Purchase Date, as the case may be, interest shall cease to accrue on such Notes (or portions thereof) on and after such date, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Purchase Price, as the case may be, upon surrender of such Note).

7.

RANKING

        The Notes are unsecured senior obligations of the Company and shall rank pari passu in right of payment with all other unsecured senior indebtedness of the Company from time to time outstanding. The Notes are not guaranteed.

8.

CONVERSION

        Subject to the procedures set forth in the Indenture, a Holder may convert Notes into Common Stock of the Company on or before the close of business on April 15, 2023 during the periods and upon satisfaction of at least one of the conditions set forth below:

        (a)  in any calendar quarter (and only during such calendar quarter) if the Last Reported Sale Price for the Common Stock for at least 20 Trading Days during the period of 30 consecutive Trading Days ending on the last Trading Day of the previous calendar quarter equals or exceeds 120% or, on and after April 15, 2008, 100% of the Conversion Price on such last Trading Day;

        (b)  during any period in which both (A) the credit rating assigned to the Notes by Moody's Investors Service, Inc. is lower than Ba1 and (B) the credit rating assigned to the Notes by Standard & Poor's Ratings Services is lower than BB+;

        (c)  during any period in which the Notes no longer are assigned credit ratings by at least one of Moody's Investors Services, Inc. and Standard & Poor's Ratings Services;

        (d)  in the event that the Company calls the Notes for redemption, at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date; or

        (e)  in the event that the Company becomes a party to a consolidation, merger or binding share exchange pursuant to which the Common Stock would be converted into cash or property (other than securities), at any time from and after the date which is 15 days prior to the anticipated effective date for the transaction until 15 days after the actual effective date of such transaction.

        In addition, the Notes will be convertible in accordance with this paragraph if the Company elects to (i) distribute to all holders of Common Stock assets, debt securities or rights to purchase securities of the Company, which distribution has a per share value as determined by the Company's Board of Directors exceeding 15% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution or (ii) distribute to all holders of Common Stock rights entitling them to purchase, for a period expiring within 60 days after the date of such distribution, shares of Common Stock at less than the Last Reported Sale Price on the Trading Day immediately preceding the declaration date of such distribution. In the case of the foregoing clauses (i) and (ii), the Company must notify the Holders at least 20 Business Days prior to the ex-dividend date for such distribution. Once the Company has given such notice, Holders may surrender their Notes for conversion at any time thereafter until the earlier of the close of business on the Business Day prior to the ex-dividend date or the Company's announcement that such distribution will not take place. Notwithstanding the foregoing, a Holder may not exercise the foregoing right to convert if the Holder may participate in the distribution without converting his Notes.

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        Notes in respect of which a Holder has delivered a notice of exercise of the option to require the Company to purchase such Notes pursuant to paragraph 6 hereof may be converted only if the notice of exercise is withdrawn in accordance with the terms of the Indenture.

        The initial Conversion Rate is 33.9443 shares of Common Stock per $1,000 Principal Amount, subject to adjustment in certain events described in the Indenture. The Company shall deliver cash or a check in lieu of any fractional share of Common Stock.

        Holders of Notes at the close of business on a Regular Record Date will receive payment of interest payable on the corresponding Interest Payment Date notwithstanding the conversion of such Notes at any time after the close of business on such Regular Record Date. Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the corresponding Interest Payment Date (except for Notes in respect of which a Redemption Date has been declared that falls within this period or on such Interest Payment Date) must be accompanied by payment of an amount equal to the interest that the Holder is to receive on the Notes. Except as described above, no payment or adjustment will be made for accrued interest on converted Notes.

        To convert the Notes a Holder must (1) complete and manually sign the irrevocable conversion notice on the back of the Notes (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent at the office maintained by the Conversion Agent for such purpose, (2) surrender the Notes to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (4) pay any transfer or similar tax, if required.

        A Holder may convert a portion of the Notes only if the Principal Amount of such portion is $1,000 or a multiple of $1,000. No payment or adjustment shall be made for dividends on the Common Stock except as provided in the Indenture.

9.

DEFAULTED INTEREST

        Except as otherwise specified with respect to the Notes, any Defaulted Interest on any Note shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date or accrual date, as the case may be, by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company as provided for in Section 2.13 of the Base Indenture.

10.

DENOMINATIONS; TRANSFER; EXCHANGE

        The Notes are in registered form, without coupons, in denominations of $1,000 Principal Amount and multiples of $1,000. A Holder may transfer or convert Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. In the event of any redemption of fewer than all of the outstanding Notes, the Registrar need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) or issue, register the transfer of or exchange any Notes for a period of 15 days before the mailing of the redemption notice. In addition, the Registrar need not register the transfer of or exchange any Notes in respect of which a Purchase Notice or Fundamental Change Purchase Notice has been given and not withdrawn (except, in the case of a Note to be purchased in part, the portion of the Note not to be purchased).

11.

PERSONS DEEMED OWNERS

        The registered Holder of this Note may be treated as the owner of this Note for all purposes.

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12.

UNCLAIMED MONEY OR PROPERTY

        The Trustee and the Paying Agent shall return to the Company upon written request any money or property held by them for the payment of any amount with respect to the Notes that remains unclaimed for two years, provided, however, that the Trustee or such Paying Agent, before being required to make any such return, shall at the expense of the Company cause to be published once in a newspaper of general circulation in The City of New York or mail to each such Holder notice that such money or property remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication or mailing, any unclaimed money or property then remaining shall be returned to the Company. After return to the Company, Holders entitled to the money or property must look to the Company for payment as general creditors unless an applicable abandoned property law designates another Person.

13.

AMENDMENT; WAIVER

        Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended with the written consent of the Holders of at least a majority in aggregate Principal Amount of the Notes at the time outstanding and (ii) certain defaults or noncompliance with certain provisions may be waived with the written consent of the Holders of a majority in aggregate Principal Amount of the Notes at the time outstanding. The Indenture or the Notes may be amended without the consent of any Holders under circumstances set forth in Section 9.1 of the Base Indenture.

14.

DEFAULTS AND REMEDIES

        If an Event of Default occurs and is continuing, the Trustee, or the Holders of at least 25% in aggregate Principal Amount of the Notes at the time outstanding, may declare the Principal Amount and any accrued and unpaid interest, of all the Notes to be due and payable in the manner and with the effect provided in the Indenture. Certain events of bankruptcy or insolvency are Events of Default which shall result in the Notes being declared due and payable immediately upon the occurrence of such Events of Default.

        Events of Default in respect of the Notes are set forth in Section 4.13 of the Officers' Certificate and Section 6.1 of the Base Indenture. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives satisfactory indemnity or security. Subject to certain limitations, conditions and exceptions, Holders of a majority in aggregate Principal Amount of the Notes at the time outstanding may direct the Trustee in its exercise of any trust or power, including the annulment of a declaration of acceleration. The Trustee may withhold from Holders notice of any continuing default (except a default in payment on any Notes) if it determines that withholding notice is in their interests.

15.

CONSOLIDATION, MERGER, AND SALE OF ASSETS

        In the event of a consolidation, merger, or sale of assets to convey, transfer or lease of all or substantially all of Company's property or assets as described in Section 5.1 of the Base Indenture, the successor corporation to the Company shall succeed to and be substituted for the Company, and may exercise the Company's rights and powers under this Indenture, and thereafter, except in the case of a lease, the Company shall be relieved of all obligations and covenants under the Indenture and the Notes.

16.

TRUSTEE AND AGENT DEALINGS WITH THE COMPANY

        The Trustee, Paying Agent, Conversion Agent and Registrar under the Indenture, each in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee, Paying Agent, Conversion Agent or Registrar.

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17.

CALCULATIONS IN RESPECT OF THE NOTES

        The Company will be responsible for making all calculations called for under the Notes. These calculations include, but are not limited to, determination of the Market Price, accrued interest payable on the Notes and Conversion Price of the Notes. The Company will make these calculations in good faith and, absent manifest error, these calculations will be final and binding on the Holders. The Company will provide to each of the Trustee and the Conversion Agent a schedule of its calculations and each of the Trustee and the Conversion Agent is entitled to rely upon the accuracy of such calculations without independent verification. The Trustee will forward the Company's calculations to any Holder upon the request of such Holder.

18.

NO RECOURSE AGAINST OTHERS

        A director, officer or employee, as such, of the Company or any subsidiary of the Company or any stockholder as such, of the Company shall not have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.

19.

AUTHENTICATION

        This Note shall not be valid until an authorized officer of the Trustee or authenticating agent manually signs the Trustee's Certificate of Authentication on the other side of this Note.

20.

ABBREVIATIONS

        The following abbreviations, when used in the inscription on the face of the within Note, shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM	—	as tenants in common
TEN ENT	—	as tenants by the entireties
JT TEN	—	as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN
ACT            Custodian
		(Cust.)
(Minor)
Under Uniform Gifts to Minors Act
(State)
Additional abbreviations may also be used though not in the above list.

21.

GOVERNING LAW

        The Indenture and this Note shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflicts of law rules of said state.

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FORM OF CONVERSION NOTICE

To: The Walt Disney Company

        The undersigned registered holder of this Note hereby exercises the option to convert this Note, or portion hereof (which is $1,000 Principal Amount or an integral multiple thereof) designated below, for shares of Common Stock of The Walt Disney Company in accordance with the terms of the Indenture referred to in this Note, and directs that the shares, if any, issuable and deliverable upon such conversion, together with any check for cash deliverable upon such conversion, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto.

        This notice shall be deemed to be an irrevocable exercise of the option to convert this Note.

Dated:
		Signature(s)
	Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are to be issued, or Notes to be delivered, other than to or in the name of the registered holder.
		Signature Guarantee
Fill in for registration of shares if to be delivered, and Notes if to be issued other than to and in the name of registered holder:
(Name)		Principal Amount to be converted (if less than all):
		$      ,000
(Street Address)
		Social Security or Other Taxpayer Number
(City, state and zip code)
Please print name and address

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FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE

To: The Walt Disney Company

        The undersigned registered holder of this Note hereby acknowledges receipt of a notice from The Walt Disney Company (the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this Note, or the portion hereof (which is $1,000 Principal Amount or a integral multiple thereof) designated below, in accordance with the terms of the Indenture referred to in this Note and directs that the check in payment for this Note or the portion thereof and any Notes representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Note not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto.

Dated:
	Signature(s)
	Principal Amount to be purchased (if less than all): $                  ,000
	Social Security or Other Taxpayer Number
Fill in for registration of Notes if to be issued other than to and in the name of registered holder:
(Name)
(Street Address)
(City, state and zip code)
Please print name and address

10

FORM OF PURCHASE NOTICE

To: The Walt Disney Company

        The undersigned registered holder of this Note hereby acknowledges receipt of a notice from The Walt Disney Company (the "Company") as to the holder's option to require the Company to repurchase this Note and requests and instructs the Company to repurchase this Note, or the portion hereof (which is $1,000 Principal Amount or a integral multiple thereof) designated below, in accordance with the terms of the Indenture referred to in this Note and directs that the check in payment for this Note or the portion thereof and any Notes representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Note not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto.

Dated:
	Signature(s)
	Principal Amount to be purchased (if less than all): $      ,000
	Social Security or Other Taxpayer Number
Fill in for registration of Notes if to be issued other than to and in the name of registered holder:
(Name)
(Street Address)
(City, state and zip code)
Please print name and address

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ASSIGNMENT FORM

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

Please Insert Social Security or Other Identifying Number of Assignee
(Please Print or Typewrite Name and Address, Including Postal Zip Code of Assignee)
the within Note and all rights thereunder, hereby irrevocably constituting and appointing
attorney to transfer said Note on the books of the Company, with full power of substitution in the premises.
Dated:		Signature:
NOTICE:	The signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever.

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