<Page>
                                                               EXHIBIT 4.5

                             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:

                  (1) AUTHORIZATION. The establishment of a series of
         medium-term notes of the Company (the "Medium-Term Notes") has been
         approved and authorized in accordance with the provisions of the
         Indenture. The forms of Medium-Term Notes attached hereto as Exhibits
         A, B, C and D have been approved and authorized in accordance with the
         provisions of the Indenture.

                  (2) COMPLIANCE WITH CONDITIONS PRECEDENT. All conditions
         precedent provided for in the Indenture relating to the establishment
         of new forms and terms of the Medium-Term Notes have been complied
         with.

                  (3) TERMS. The terms of the series of Securities established
         pursuant to this Officers' Certificate shall be as follows:

                           (a) TITLE. The title of the series of Securities is
                  the "Medium-Term Notes, Series B" (the "Notes").

                           (b) AGGREGATE INITIAL OFFERING PRICE. Subject to
                  being increased by the Company from time to time as shall be
                  stated in a subsequent Officers' Certificate, the aggregate
                  initial offering price of the Notes which may be authenticated
                  and delivered pursuant to the Indenture (except for Notes (i)
                  authenticated and delivered upon registration or transfer of,
                  or in exchange for, or in lieu of, other 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) is
                  $6,500,000,000 or the equivalent thereof at the date of issue
                  in one or more foreign or composite currencies or currency
                  units. The Company may from time to time, without the consent
                  of existing holders of Notes, issue

<Page>

                  additional Notes having the same terms and conditions
                  (including maturity and interest payment terms) as previously
                  issued Notes in all respects, except for issue date, issue
                  price and the first payment of interest. Additional Notes
                  issued in this manner will be fungible with the previously
                  issued Notes to the extent specified in the applicable Pricing
                  Supplement.

                           (c) REGISTERED SECURITIES IN DEFINITIVE OR BOOK-ENTRY
                  FORM; GLOBAL SECURITY; DEPOSITORY. Each Note will be issued in
                  fully registered book-entry form (a "Book-Entry Note") or
                  definitive form (a "Definitive Note"), as set forth in the
                  pricing supplement to the Prospectus and Prospectus Supplement
                  relating to such Note (the "Pricing Supplement"). Upon
                  issuance, all Notes in book-entry form having the same
                  original issue date, Stated Maturity and otherwise having
                  identical terms and provisions will be represented by a single
                  global security (each a "Global Security"); PROVIDED, HOWEVER,
                  that if by reason of the foregoing a single Global Security
                  would exceed $500,000,000 in aggregate principal amount, one
                  Global Security will be issued to represent each $500,000,000
                  of aggregate principal amount and an additional Global
                  Security will be issued to represent any remaining principal
                  amount. The initial Depositary with respect to any Global
                  Security will be The Depository Trust Company, New York, New
                  York. So long as the Depositary for a Global Security, or its
                  nominee, is the registered owner of the Global Security, the
                  Depositary or its nominee, as the case may be, will be
                  considered the sole owner or holder of the Notes in book-entry
                  form represented by such Global Security for all purposes
                  under the Indenture. Book-Entry Notes will not be exchangeable
                  for Definitive Notes except that, if the Depositary with
                  respect to any Global Security or Securities is at any time
                  unwilling or unable to continue as Depositary and a successor
                  Depositary is not appointed by the Company within 90 days, the
                  Company will issue Definitive Notes in exchange for the
                  Book-Entry Notes represented by any such Global Security or
                  Securities. In addition, the Company may at any time and in
                  its sole discretion determine not to have a Global Security or
                  Securities, and, in such event, will issue Definitive Notes in
                  exchange for the Book Entry Notes represented by such Global
                  Security or Securities in accordance with the provisions of
                  Section 2.8 of the Indenture.

                           (d) PERSONS TO WHOM INTEREST PAYABLE. Unless
                  otherwise specified in a Note or an applicable Pricing
                  Supplement, interest will


                                      2

<Page>
                  be payable to the person in whose name a Note is registered at
                  the close of business (whether or not a Business Day) on the
                  Regular Record Date with respect to such payment of interest;
                  provided, however, that interest payable at Maturity will be
                  payable to the person to whom principal is payable.

                           (e) BUSINESS DAY. "Business Day" means any day, other
                  than a Saturday or Sunday, that is neither a legal holiday nor
                  a day on which commercial banks are authorized or required by
                  law, regulation or executive order to close in The City of New
                  York; PROVIDED, HOWEVER, that with respect to Notes the
                  payment of which is to be made in a Denominated Currency (as
                  defined below) other than U.S. dollars, such day is also not a
                  day on which commercial banks are authorized or required by
                  law, regulation or executive order to close in the Principal
                  Financial Center (as defined below) of the country of such
                  Denominated Currency; PROVIDED, HOWEVER, that, with respect to
                  LIBOR Notes only, such day is also a London Business Day (as
                  defined below); and PROVIDED, FURTHER, that with respect to
                  EURIBOR Notes and notes denominated in Euros only, such day is
                  also a TARGET Business Day (as defined below). "London
                  Business Day" means any day on which commercial banks are open
                  for business (including dealings in the LIBOR currency) in
                  London. "TARGET Business Day" means any day on which the
                  Trans-European Automated Real-Time Gross Settlement Express
                  Transfer System is open. "Principal Financial Center" means,
                  as applicable, (i) the capital city of the country issuing the
                  payment currency, or (ii) the capital city of the country to
                  which the LIBOR currency relates; provided, however, that with
                  respect to United States dollars, Australian dollars, Canadian
                  dollars, Deutsche marks, Dutch guilders, Italian lire,
                  Portuguese escudos, South African rand and Swiss francs, the
                  "Principal Financial Center" shall be The City of New York,
                  Sydney and (solely in the case of the payment currency)
                  Melbourne, Toronto, Frankfurt, Amsterdam, Milan, London
                  (solely in the case of the LIBOR currency), Johannesburg and
                  Zurich, respectively.

                           (f)  STATED MATURITY; EXTENSION OF MATURITY.

                                    (i) The Notes may be issued on different
                           dates and the principal amount of the Notes may be
                           payable on different dates, as shall be set forth in
                           the Note or an applicable Pricing Supplement;
                           PROVIDED that the date on which the principal of


                                      3

<Page>

                           any Note is payable will be on a Business Day no less
                           than nine months from the date of issue stated on the
                           face thereof.

                                    (ii) The Pricing Supplement relating to each
                           Note will indicate whether the Company has the option
                           to extend the Stated Maturity of such Note for one or
                           more whole year periods (each an "Extension Period")
                           up to but not beyond the date (the "Final Maturity
                           Date") set forth in such Pricing Supplement and the
                           basis or formula, if any, for setting the interest
                           rate or the Spread or Spread Multiplier (as defined
                           below), as the case may be, applicable to any such
                           Extension Period.

                                    The Company may exercise such option with
                           respect to a Note by notifying the Trustee of such
                           exercise at least 45 but not more than 60 days prior
                           to the Stated Maturity of such Note in effect prior
                           to the exercise of such option (the "Original Stated
                           Maturity Date"). No later than 40 days prior to the
                           Original Stated Maturity Date, the Trustee will mail
                           to the holder of such Note a notice (the "Extension
                           Notice") relating to such Extension Period, first
                           class, postage prepaid, setting forth (i) the
                           election of the Company to extend the Stated Maturity
                           of such Note, (ii) the new Stated Maturity, (iii) in
                           the case of a Fixed Rate Note, the interest rate
                           applicable to the Extension Period or, in the case of
                           a Floating Rate Note, the Spread or Spread Multiplier
                           applicable to the Extension Period, and (iv) the
                           provisions, if any, for redemption during the
                           Extension Period, including the date or dates on
                           which or the period or periods during which and the
                           price or prices at which such redemption may occur
                           during the Extension Period. Upon the mailing by the
                           Trustee of an Extension Notice to the holder of a
                           Note, the Stated Maturity of such Note shall be
                           extended automatically as set forth in the Extension
                           Notice, and, except as modified by the Extension
                           Notice and as described in the next paragraph, such
                           Note will have the same terms as prior to the mailing
                           of such Extension Notice.

                                    Notwithstanding the foregoing, not later
                           than 20 days prior to the Original Stated Maturity
                           Date for a Note, the Company may, at its option,
                           revoke the interest rate, in the


                                      4

<Page>

                           case of a Fixed Rate Note, or the Spread or Spread
                           Multiplier, in the case of a Floating Rate Note,
                           provided for in the Extension Notice and establish a
                           higher interest rate, in the case of a Fixed Rate
                           Note, or a higher Spread or Spread Multiplier, in the
                           case of a Floating Rate Note, for the Extension
                           Period by mailing or causing the Trustee to mail
                           notice of such higher interest rate or higher Spread
                           or Spread Multiplier, as the case may be, first
                           class, postage prepaid, to the holder of such Note.
                           Such notice shall be irrevocable. All Notes with
                           respect to which the Original Stated Maturity Date is
                           extended will bear such higher interest rate, in the
                           case of a Fixed Rate Note, or higher Spread or Spread
                           Multiplier, in the case of a Floating Rate Note, for
                           the Extension Period.

                                    If the Company elects to extend the Stated
                           Maturity of a Note, the holder of such Note may, if
                           provided for in the applicable Pricing Supplement,
                           have the option to elect repurchase of such Note by
                           the Company on the Original Stated Maturity Date at a
                           price equal to the principal amount thereof plus
                           accrued interest, if any, to such date.

                           (g) RATES OF INTEREST; INTEREST PAYMENT DATES;
                  REGULAR RECORD DATES; ACCRUAL OF INTEREST.

                                    (i) RATES OF INTEREST. Interest-bearing
                           Notes will bear interest at either a fixed rate (the
                           "Fixed Rate Notes") or a rate determined by reference
                           to one or more Base Rates (as defined below) which
                           may be adjusted by a Spread or Spread Multiplier (the
                           "Floating Rate Notes") specified in the applicable
                           Floating Rate Note or the applicable Pricing
                           Supplement. In no event will the rate of interest
                           payable on any Fixed Rate Note or Floating Rate Note
                           be in excess of the maximum rate of interest
                           permitted by applicable law. Discount Notes may be
                           issued at significant discounts from their principal
                           amount payable at Stated Maturity and some Discount
                           Notes may be zero coupon Notes which will bear no
                           interest, except in the case of default in payment of
                           principal upon acceleration or redemption (if
                           applicable), or may bear no interest for a specified
                           period following the date of issue. Interest on each
                           Fixed Rate Note will be computed on the basis of a
                           360-day year of twelve 30-day months.


                                      5

<Page>

                                    (ii) INTEREST PAYMENT DATES. Unless
                           otherwise specified in a Note and the applicable
                           Pricing Supplement, interest on Fixed Rate Notes will
                           be payable semiannually in arrears on February l and
                           August 1 of each year, commencing with the first
                           Interest Payment Date next succeeding the date of
                           original issue, and at Maturity. Interest on Floating
                           Rate Notes will be payable in arrears on the Interest
                           Payment Dates applicable to such Note and at
                           Maturity. Notwithstanding the foregoing, if the date
                           of original issue of a Note is between a Regular
                           Record Date and the related Interest Payment Date,
                           the first payment of interest on such Note will be
                           made on the Interest Payment Date immediately
                           following the next succeeding Regular Record Date to
                           the registered holder on such next succeeding Regular
                           Record Date.

                                    Except as provided below or in the
                           applicable Pricing Supplement, interest will be
                           payable (1) in the case of a Floating Rate Note which
                           resets daily, weekly or monthly, other than an
                           Eleventh District Cost of Funds Rate Note (as defined
                           below), on the third Wednesday of each month or on
                           the third Wednesday of March, June, September and
                           December of each year, as specified in the applicable
                           Floating Rate Note and in the applicable Pricing
                           Supplement; (2) in the case of an Eleventh District
                           Cost of Funds Rate Note, on the first calendar day of
                           each March, June, September and December; (3) in the
                           case of a Floating Rate Note which resets quarterly,
                           on the third Wednesday of March, June, September and
                           December of each year; (4) in the case of a Floating
                           Rate Note which resets semiannually, on the third
                           Wednesday of each of the two months specified in the
                           Floating Rate Note and in the applicable Pricing
                           Supplement; and (5) in the case of a Floating Rate
                           Note which resets annually, on the third Wednesday of
                           the month specified in the Floating Rate Note and in
                           the applicable Pricing Supplement; and, in each case,
                           at Maturity.

                                    If any Interest Payment Date (other than an
                           Interest Payment Date occurring on the Maturity Date)
                           for a Floating Rate Note falls on a day that is not a
                           Business Day with respect to such Note, such Interest
                           Payment Date will be


                                      6

<Page>

                           postponed to the following day that is a Business Day
                           with respect to such Note, except that, in the case
                           of a LIBOR Note or a EURIBOR Note (or a Note for
                           which LIBOR (as defined below) or EURIBOR (as defined
                           below) is the applicable Base Rate), if such Business
                           Day is in the next succeeding calendar month, such
                           Interest Payment Date shall be the immediately
                           preceding day that is a Business Day with respect to
                           such Floating Rate Note. If the Maturity of a
                           Floating Rate Note falls on a day that is not a
                           Business Day with respect to such Note, the payment
                           of principal and interest may be made on the next
                           succeeding Business Day with respect to such Note,
                           and no interest on such payment shall accrue for the
                           period from and after the Maturity.

                                    If any Interest Payment Date or Maturity of
                           a Fixed Rate Note or a Floating Rate Note falls on a
                           day that is not a Business Day with respect to such
                           Fixed Rate Note or Floating Rate Note, the payment
                           due on such Interest Payment Date or at Maturity will
                           be made on the following day that is a Business Day
                           with respect to such Fixed Rate Note or Floating Rate
                           Note as if it were made on the date such payment was
                           due and no interest shall accrue on the amount so
                           payable for the period from and after such Interest
                           Payment Date or Maturity, as the case may be.
                           However, if the Floating Rate Note is determined with
                           reference to the provisions under the heading
                           "Determination of LIBOR" or "Determination of
                           EURIBOR" in the prospectus supplement and such
                           following Business Day is in the succeeding calendar
                           month, such Interest Payment Date shall be the
                           mmediately preceding day that is a Business Day.

                                    (iii) REGULAR RECORD DATES. Unless otherwise
                           specified in an applicable Pricing Supplement, with
                           respect to Fixed Rate Notes, the Regular Record Dates
                           for interest payable on each February l and August 1
                           will be the immediately preceding January 15 and July
                           15 (whether or not a Business Day), respectively.
                           Unless otherwise specified in a Floating Rate Note,
                           the Regular Record Date or Dates for interest payable
                           on such Floating Rate Note will be the fifteenth day
                           (whether or not a Business Day) immediately preceding
                           the related Interest Payment Date or Dates.


                                      7

<Page>

                                    (iv) ACCRUAL OF INTEREST. Unless otherwise
                           specified in an applicable Pricing Supplement, each
                           Note will bear interest from the date of original
                           issue at the rate per annum, or, in the case of a
                           Floating Rate Note, pursuant to the interest rate
                           formula stated therein, until the principal thereof
                           is paid or made available for payment. Each interest
                           payment shall be the amount of interest accrued from
                           and including the most recent Interest Payment Date
                           in respect of which interest has been paid or duly
                           provided for (or from and including the date of
                           original issue if no interest has been paid or duly
                           provided for with respect to such Note) to but
                           excluding the applicable next succeeding Interest
                           Payment Date (an "Interest Accrual Period").

                           (h) PLACE OF PAYMENT; REGISTRATION OF TRANSFER AND
                  EXCHANGE; NOTICES TO COMPANY.

                                    (i) PLACE OF PAYMENT. Payment of the
                           principal of and interest on Definitive 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 any additional offices or
                           agencies designated by the Company for such purpose;
                           PROVIDED, HOWEVER, that at the option of the Company,
                           payment of interest due (other than at Maturity) may
                           be made by check mailed to the address of the person
                           entitled thereto as such address shall appear in the
                           register of Securities. Payments of principal and any
                           interest on 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 Notes
                           in book-entry form. At the option of the Company,
                           payments of principal of and interest on the Notes
                           may be made by check mailed to the address of the
                           Person entitled thereto as such address shall appear
                           in the register of Securities, PROVIDED, HOWEVER,
                           that the holder of any Note (if such holder holds
                           $10,000,000 or more in aggregate principal amount of
                           the Notes) shall be entitled to receive payments of
                           interest on such Note by wire transfer of immediately
                           available funds to the account of the holder of


                                      8

<Page>

                           such Note if appropriate wire transfer instructions
                           have been received in writing by the Trustee not less
                           than 15 days prior to the applicable Interest Payment
                           Date.

                                    (ii) REGISTRATION OF EXCHANGE AND TRANSFER.
                           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 of any transfer agent
                           hereafter designated by the Company for such purpose.
                           Ownership of beneficial interests in 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 Notes in book-entry
                           form represented by a Global Security or Securities
                           will not be considered the owners or holders of such
                           Notes under the Indenture.

                                    (iii) NOTICES TO COMPANY. Notices and
                           demands to or upon the Company in respect to the
                           Notes and the Indenture may be served at The Walt
                           Disney Company, 500 S. Buena Vista Street, Burbank,
                           California 91521, Attention: Legal Department.

                           (i) OPTIONAL REDEMPTION. If so provided in the Note
                  or an applicable Pricing Supplement, such Note may, prior to
                  its Stated Maturity, be subject to redemption, in whole or in
                  part, at the option of the Company on the terms set forth in
                  the Note or the applicable Pricing Supplement, as the case may
                  be.

                           (j) SINKING FUND. Unless otherwise specified in an
                  applicable Pricing Supplement, the Notes will not be subject
                  to any sinking fund or analogous provision.

                           (k) DENOMINATIONS. The Notes are issuable in
                  denominations of U.S. $1,000 and any amount in excess thereof
                  which is an integral multiple of U.S. $1,000.


                                      9

<Page>

                           (l) PRINCIPAL AND INTEREST PAYABLE IN DOLLARS. Unless
                  otherwise specified in a Note or an applicable Pricing
                  Supplement providing for payments of principal and interest to
                  be made in one or more foreign or composite currencies, the
                  payment of the principal of and any interest on the Notes will
                  be payable in U.S. dollars.

                           (m) DETERMINATION OF INTEREST ON FLOATING RATE NOTES.

                                    (i) BASE RATES. Unless otherwise specified
                           in an applicable Pricing Supplement, interest on a
                           Floating Rate Note will be determined by reference to
                           a "Base Rate," which may be one or more of the
                           following: (l) the Commercial Paper Rate (as defined
                           below), in which case such Note will be a "Commercial
                           Paper Rate Note"; (2) LIBOR, in which case such Note
                           will be a "LIBOR Note"; (3) the CD Rate (as defined
                           below), in which case such Note will be a "CD Rate
                           Note"; (4) the Federal Funds Rate (as defined below),
                           in which case such Note will be a "Federal Funds Rate
                           Note"; (5) the Treasury Rate (as defined below), in
                           which case such Note will be a "Treasury Rate Note";
                           (6) the Prime Rate (as defined below), in which case
                           such Note will be a "Prime Rate Note"; (7) the CMT
                           Rate (as defined below), in which case such Note will
                           be a "CMT Rate Note"; (8) the J.J. Kenny Rate (as
                           defined below), in which case such Note will be a
                           "J.J. Kenny Rate Note"; (9) the Eleventh District
                           Cost of Funds Rate (as defined below), in which case
                           such Note will be an "Eleventh District Cost of Funds
                           Rate Note"; (10) EURIBOR (as defined below), in which
                           case such Note will be a EURIBOR Note; or (11) such
                           other Base Rate or interest rate formula as may be
                           set forth in the applicable Pricing Supplement. In
                           addition, a Floating Rate Note may bear interest
                           calculated by reference to the lowest of two or more
                           Base Rates determined in the same manner as the Base
                           Rates are determined for the types of Notes described
                           above. Each Floating Rate Note will specify the Base
                           Rate or Rates applicable thereto.

                                    (ii) CALCULATION OF RATE BY REFERENCE TO
                           BASE RATE AND, AS APPLICABLE, SPREAD, SPREAD
                           MULTIPLIER AND INDEX MATURITY. The interest rate on
                           each Floating Rate Note will be calculated by
                           reference to the specified Base Rate or the lowest of
                           two or more specified Base Rates, in either case plus


                                      10
<Page>

                           or minus the Spread, if any, or multiplied by the
                           Spread Multiplier, if any. The "Spread" is the number
                           of basis points to be added to or subtracted from the
                           related Base Rate or Rates applicable to such
                           Floating Rate Note. The "Spread Multiplier" is the
                           percentage of the related Base Rate or Rates to be
                           multiplied to determine the applicable interest rate
                           on such Floating Rate Note. The "Index Maturity" is
                           the period to maturity of the instrument or
                           obligation with respect to which the related Base
                           Rate or Rates are calculated. Each Floating Rate Note
                           and the applicable Pricing Supplement will specify
                           the Index Maturity and the Spread or Spread
                           Multiplier, if any, applicable thereto.


                                    (iii) INTEREST RESET PERIODS; INTEREST RESET
                           DATE. Each Floating Rate Note and the applicable
                           Pricing Supplement will specify whether the rate of
                           interest on such Floating Rate Note will be reset
                           daily, weekly, monthly, quarterly, semiannually or
                           annually (each, an "Interest Reset Date") and the
                           period between Interest Reset Dates (each, an
                           "Interest Reset Period"). Unless otherwise specified
                           in a Floating Rate Note and the applicable Pricing
                           Supplement, the Interest Reset Date will be, in the
                           case of a Floating Rate Note which resets (l) daily,
                           each Business Day; (2) weekly, the Wednesday of each
                           week (with the exception of weekly reset Treasury
                           Rate Notes, which reset the Tuesday of each week,
                           except as specified in paragraph (iv) below); (3)
                           monthly, the third Wednesday of each month, other
                           than Eleventh District Cost of Funds Rate Notes,
                           which will reset the first calendar day of each
                           month; (4) quarterly, the third Wednesday of March,
                           June, September and December of each year; (5)
                           semiannually, the third Wednesday of each of the two
                           months specified in such Pricing Supplement; and (6)
                           annually, the third Wednesday of the month specified
                           in such Pricing Supplement. If any Interest Reset
                           Date for any Floating Rate Note would otherwise be a
                           day that is not a Business Day, such Interest Reset
                           Date will be postponed to the next succeeding day
                           that is a Business Day, except that in the case of a
                           LIBOR Note or a EURIBOR Note (or a Note for which
                           LIBOR or EURIBOR is the applicable Base Rate), if
                           such Business Day is in the next succeeding calendar
                           month, such

                                      11

<Page>

                           Interest Reset Date shall be the last Business Day in
                           the preceding month.

                                    (iv) INTEREST DETERMINATION DATE. The
                           interest rate applicable to each Interest Reset
                           Period commencing on the Interest Reset Date or Dates
                           with respect to such Interest Reset Period will be
                           the rate determined on the applicable "Interest
                           Determination Date." Unless otherwise specified in an
                           applicable Pricing Supplement, (a) the Interest
                           Determination Date with respect to a Commercial Paper
                           Rate Note (the "Commercial Paper Interest
                           Determination Date"), a Federal Funds Rate Note (the
                           "Federal Funds Interest Determination Date") and a
                           Prime Rate Note (the "Prime Rate Interest
                           Determination Date"), will be the Business Day
                           preceding each Interest Reset Date, (b) the Interest
                           Determination Date with respect to a CD Rate Note
                           (the "CD Interest Determination Date"), a CMT Rate
                           Note (the "CMT Interest Determination Date") and a
                           J.J. Kenny Rate Note (the "J.J. Kenny Interest
                           Determination Date"), will be the second Business Day
                           preceding each Interest Reset Date, (c) the Interest
                           Determination Date with respect to a LIBOR Note (the
                           "LIBOR Interest Determination Date") will be the
                           second London Business Day preceding each Interest
                           Reset Date, (d) the Interest Determination Date with
                           respect to a EURIBOR Note (the "EURIBOR Interest
                           Determination Date") will be the second TARGET
                           Business Day preceding each Interest Reset Date, and
                           (e) the Interest Determination Date with respect to
                           an Eleventh District Cost of Funds Rate Note (the
                           "Eleventh District Cost of Funds Interest
                           Determination Date") will be the last working day of
                           the month immediately preceding each Interest Reset
                           Date on which the Federal Home Loan Bank of San
                           Francisco publishes the Eleventh District Cost of
                           Funds Index. Unless otherwise specified in an
                           applicable Pricing Supplement, the Interest
                           Determination Date with respect to a Treasury Rate
                           Note (the "Treasury Rate Interest Determination
                           Date"), will be the day in the week in which the
                           Interest Reset Date falls on which day Treasury Bills
                           (as defined below) normally would be auctioned or, if
                           no such auction is held for a particular week, the
                           first Business Day of that week; PROVIDED, HOWEVER,
                           that if, as a result of a legal holiday, an auction
                           is held on the Friday of the week preceding the
                           Interest

                                      12

<Page>

                           Reset Date, the related Interest Determination Date
                           shall be such preceding Friday; and PROVIDED,
                           FURTHER, that if an auction shall fall on any
                           Interest Reset Date, then the Interest Reset Date
                           shall instead be the first Business Day immediately
                           following such auction. Unless otherwise specified in
                           the applicable Pricing Supplement, the Interest
                           Determination Date pertaining to a Note the interest
                           rate of which is determined with reference to two or
                           more Base Rates will be the latest Business Day which
                           is at least two Business Days prior to such Interest
                           Reset Date for such Note on which each Base Rate
                           shall be determinable. Each Base Rate shall be
                           determined and compared on such date, and the
                           applicable interest rate shall take effect on the
                           related Interest Reset Date.

                                    (v) MAXIMUM AND MINIMUM LIMITS ON INTEREST
                           RATES. Any Floating Rate Note and the applicable
                           Pricing Supplement may specify either or both a
                           maximum limit and a minimum limit on the rate at
                           which interest may accrue during any Interest Accrual
                           Period. In addition to any maximum interest rate
                           which may be applicable to any Floating Rate Note,
                           the interest rate on Floating Rate Notes will in no
                           event be higher than the maximum rate permitted by
                           New York law, as the same may be modified by United
                           States law of general application. This limit may not
                           apply to Floating Rate Notes in which $2,500,000 or
                           more has been invested.

                                    (vi) INITIAL INTEREST RATE; INTEREST RATE
                           THEREAFTER IN EFFECT. The interest rate in effect
                           with respect to a Floating Rate Note on each day that
                           is not an Interest Reset Date will be the interest
                           rate determined as of the Interest Determination Date
                           pertaining to the immediately preceding Interest
                           Reset Date and the interest rate in effect on any day
                           that is an Interest Reset Date will be the interest
                           rate determined as of the Interest Determination Date
                           pertaining to such Interest Reset Date, subject in
                           either case to applicable provisions of law and any
                           maximum or minimum interest rate limitations referred
                           to above; PROVIDED, HOWEVER, that the interest rate
                           in effect with respect to a Floating Rate Note for
                           the period from the date of original issue to the
                           first Interest Reset Date will be the rate specified
                           as such therein and in the applicable Pricing
                           Supplement (the "Initial Interest Rate").

                                      13

<Page>

                                    (vii) ACCRUED INTEREST; ACCRUED INTEREST
                           FACTOR. With respect to each Floating Rate Note,
                           accrued interest is calculated by multiplying its
                           face amount by an accrued interest factor. Such
                           accrued interest factor is computed by adding the
                           interest factor calculated for each day from the date
                           of issue, or from the last date to which interest has
                           been paid or duly provided for, to the date for which
                           accrued interest is being calculated. The interest
                           factor for each such day is computed by dividing the
                           interest rate applicable to such day by 360, in the
                           case of Commercial Paper Rate Notes, LIBOR Notes, CD
                           Rate Notes, Federal Funds Rate Notes, Prime Rate
                           Notes J.J. Kenny Rate Notes, Eleventh District Cost
                           of Funds Rate Notes and EURIBOR Notes and by the
                           actual number of days in the year, in the case of
                           Treasury Rate Notes and CMT Rate Notes. Unless
                           otherwise specified in an applicable Pricing
                           Supplement, the interest factor for Notes for which
                           the interest rate is calculated with reference to two
                           or more Base Rates will be calculated in each period
                           in the same manner as if only the lowest of the
                           applicable Base Rates specified in the applicable
                           Prospectus Supplement applied.

                                    (viii) ROUNDING OF PERCENTAGES. All
                           percentages resulting from any calculation on
                           Floating Rate Notes will be rounded, if necessary, to
                           the nearest one hundred-thousandth of a percentage
                           point, with five one-millionths of a percentage point
                           rounded upward (e.g., 9.876545% (or .09876545) will
                           be rounded upward to 9.87655% (or .0987655)), and all
                           amounts used in or resulting from such calculation on
                           Floating Rate Notes will be rounded, in the case of
                           United States dollars, to the nearest cent, or in the
                           case of a foreign currency, to the nearest unit (with
                           one-half cent or unit being rounded upward).

                                    (ix) CALCULATION AGENTS; CALCULATION DATE.
                           Unless otherwise specified in an applicable Pricing
                           Supplement, the Trustee will be the "Calculation
                           Agent" with respect to all Floating Rate Notes. Upon
                           the request of the holder of any Floating Rate Note,
                           the Trustee will provide the interest rate then in
                           effect and, if determined, the interest rate that
                           will become effective as a result of a determination
                           made for the next Interest Reset Date with respect to
                           such Floating Rate

                                      14

<Page>

                           Note. If at any time the Trustee is not the
                           Calculation Agent, the Company will notify the
                           Trustee of each determination of the interest rate
                           applicable to any such Floating Rate Note promptly
                           after such determination is made by any successor
                           Calculation Agent. The "Calculation Date," where
                           applicable, pertaining to any Interest Determination
                           Date is the date by which the applicable interest
                           rate must be calculated and will be the earlier of
                           (a) the tenth calendar day after such Interest
                           Determination Date, or, if any such day is not a
                           Business Day, the next succeeding Business Day and
                           (b) the Business Day preceding the applicable
                           Interest Payment Date or Maturity Date, as the case
                           may be.

                                    (x) CALCULATION OF FLOATING RATES. The
                           interest rate in effect with respect to a Floating
                           Rate Note from the date of issue to the first
                           Interest Reset Date will be the Initial Interest
                           Rate. The interest rate for each subsequent Interest
                           Reset Date will be determined by the Calculation
                           Agent as follows:

                                            (A) COMMERCIAL PAPER RATE NOTES.
                                    Commercial Paper Rate Notes will bear
                                    interest at the interest rates (calculated
                                    with reference to the Commercial Paper Rate
                                    and the Spread or Spread Multiplier, if any)
                                    specified in such Commercial Paper Rate
                                    Notes and in an applicable Pricing
                                    Supplement.

                                                     (l) Unless otherwise
                                            specified in an applicable Pricing
                                            Supplement, "Commercial Paper Rate"
                                            means, with respect to any
                                            Commercial Paper Interest
                                            Determination Date, the Money Market
                                            Yield (as defined below) on such
                                            date of the rate for commercial
                                            paper having the Index Maturity
                                            specified in the applicable Pricing
                                            Supplement as published in
                                            H.15(519), under the heading
                                            "Commercial Paper-Nonfinancial." In
                                            the event that such rate is not
                                            published by 3:00 P.M., New York
                                            City time, on the Calculation Date
                                            pertaining to such Commercial Paper
                                            Interest Determination Date, then
                                            the Commercial Paper Rate will be
                                            the

                                      15

<Page>

                                            Money Market Yield on such
                                            Commercial Paper Interest
                                            Determination Date of the rate for
                                            commercial paper of the Index
                                            Maturity specified in the applicable
                                            Pricing Supplement as published in
                                            H.15 Daily Update, or such other
                                            recognized electronic source used
                                            for the purpose of displaying the
                                            applicable rate, under the heading
                                            "Commercial Paper-Nonfinancial." If
                                            such rate is not published in either
                                            H.15(519) or H.15 Daily Update by
                                            3:00 P.M., New York City time, on
                                            such Calculation Date, then the
                                            Commercial Paper Rate will be
                                            calculated by the Calculation Agent
                                            and will be the Money Market Yield
                                            of the arithmetic mean of the
                                            offered rates, as of approximately
                                            11:00 A.M., New York City time, on
                                            such Commercial Paper Interest
                                            Determination Date, of three leading
                                            dealers of United States dollar
                                            commercial paper in New York, New
                                            York (which may include one or more
                                            of the Agents or their affiliates)
                                            selected by the Calculation Agent
                                            (after consultation with the
                                            Company) for commercial paper of the
                                            specified Index Maturity placed for
                                            an industrial issuer whose bond
                                            rating is "AA," or the equivalent,
                                            from a nationally recognized
                                            statistical rating agency; PROVIDED,
                                            HOWEVER, that if the dealers
                                            selected as aforesaid by the
                                            Calculation Agent are not quoting as
                                            mentioned in this sentence, the rate
                                            of interest in effect for the
                                            applicable period will be the same
                                            as the interest rate in effect on
                                            such Commercial Paper Interest
                                            Determination Date.

                                                     (2) "Money Market Yield"
                                            shall be a yield (expressed as a
                                            percentage) calculated in accordance
                                            with the following formula:

<Table>
<S><C>
                                                                    D X 360
                                            Money Market Yield =    -------    X 100
                                                                 360 - (D X M)
</Table>

                                      16

<Page>

                                            where "D" refers to the applicable
                                            per annum rate for commercial paper
                                            quoted on a bank discount basis and
                                            expressed as a decimal and "M"
                                            refers to the actual number of days
                                            in the interest period for which
                                            interest is being calculated.

                                            "H.15(519)" as used in the
                                            calculation of Floating Rates means
                                            the weekly statistical release
                                            designated as H.15(519), or any
                                            successor publication, published by
                                            the Board of Governors of the
                                            Federal Reserve System.

                                            "H.15 Daily Update" as used in the
                                            calculation of Floating Rates means
                                            the daily update of H.15(519),
                                            available through the world-wide-web
                                            site of the Board of Governors of
                                            the Federal Reserve System at
                                            http:/www.bog.frb.fed.us/releases/
                                            h15/update, or any successor site or
                                            publication.

                                    (B) LIBOR NOTES. LIBOR Notes will bear
                           interest at the interest rates (calculated with
                           reference to LIBOR and the Spread or Spread
                           Multiplier, if any) specified in such LIBOR Notes and
                           in an applicable Pricing Supplement. Unless otherwise
                           specified in an applicable Pricing Supplement,
                           "LIBOR" means the rate determined by the Calculation
                           Agent in accordance with the following provisions:

                                    (1) With respect to a LIBOR Interest
                           Determination Date, LIBOR will be, as specified in
                           the applicable Pricing Supplement as follows: (a) if
                           "LIBOR Reuters" is specified in the applicable
                           Pricing Supplement, the arithmetic mean of the
                           offered rates for deposits in the Index Currency
                           having the Index Maturity designated in the
                           applicable Pricing Supplement, commencing on the
                           second London Business Day immediately following that
                           LIBOR Interest Determination Date, that appear on the
                           LIBOR Page (as defined below) as of 11:00 A.M.,
                           London time, on that LIBOR Interest Determination
                           Date, if at least two such offered rates appear on
                           the LIBOR Page, or (b) if "LIBOR Telerate" is
                           specified in

                                      17

<Page>

                           the applicable Pricing Supplement or if neither
                           "LIBOR Reuters" nor "LIBOR Telerate" is specified in
                           the applicable Pricing Supplement, the rate for
                           deposits in the Index Currency having the Index
                           Maturity designated in the applicable Pricing
                           Supplement, commencing on the second London Business
                           Day immediately following that LIBOR Interest
                           Determination Date, that appears on the LIBOR Page
                           (as defined below) as of 11:00 A.M., London time, on
                           that LIBOR Interest Determination Date. "LIBOR Page"
                           means either, (a) if "LIBOR Reuters" is specified in
                           the applicable Pricing Supplement, the display on the
                           Reuter Monitor Money Rates Service (or any successor
                           service) on the page specified in the applicable
                           Pricing Supplement (or any other page as may replace
                           that page on that service) for the purpose of
                           displaying the London interbank rates of major banks
                           for the Index Currency; or (b) if "LIBOR Telerate" is
                           specified in the applicable pricing supplement or
                           neither "LIBOR Reuters" nor "LIBOR Telerate" is
                           specified in the applicable Pricing Supplement as the
                           method for calculating LIBOR, the display on Bridge
                           Telerate, Inc. (or any successor service) on the page
                           specified in the applicable Pricing Supplement (or
                           any other page as may replace such page on such
                           service) for the purpose of displaying the London
                           interbank rates of major banks for the Index
                           Currency. If fewer than two offered rates appear on
                           the LIBOR Page, or if no rate appears on the LIBOR
                           Page, as applicable, LIBOR in respect of that LIBOR
                           Interest Determination Date will be determined as if
                           the parties had specified the rate described in (2)
                           below.

                                    (2) If fewer than two offered rates appear
                           on the LIBOR Page, or if no rate appears on the LIBOR
                           Page, as applicable, LIBOR will be determined as of
                           approximately 11:00 A.M., London time, on such LIBOR
                           Interest Determination Date on the basis of the rate
                           at which deposits in the applicable Index Currency
                           having the Index Maturity specified in the applicable
                           Pricing Supplement are offered by four major
                           reference banks (which may include affiliates of the
                           Agents) in the London interbank market selected by
                           the Calculation Agent (after consultation with the
                           Company) commencing on the second London Business Day
                           immediately following such LIBOR Interest
                           Determination Date and in a

                                      18

<Page>

                           principal amount equal to an amount that is
                           representative for a single transaction in such
                           market at such time. The Calculation Agent will
                           request the principal London office of each of such
                           banks to provide a quotation of its rate. If at least
                           two such quotations are provided, then LIBOR for such
                           LIBOR Interest Determination Date will be the
                           arithmetic mean of such quotations. If fewer than two
                           quotations are provided, then LIBOR for such LIBOR
                           Interest Determination Date will be the arithmetic
                           mean of the rates quoted as of approximately 11:00
                           A.M. in the applicable Principal Financial Center on
                           such LIBOR Interest Determination Date by three major
                           banks (which may include affiliates of the Agents) in
                           such Principal Financial Center selected by the
                           Calculation Agent (after consultation with the
                           Company) for loans in the applicable Index Currency
                           to leading European banks having the specified Index
                           Maturity, and in a principal amount equal to an
                           amount of not less than $1,000,000 (or the equivalent
                           in the Index Currency, if the Index Currency is not
                           the U.S. dollar) and that is representative for a
                           single transaction in such market at such time;
                           PROVIDED, HOWEVER, that if the banks selected as
                           aforesaid by the Calculation Agent are not quoting as
                           mentioned in this sentence, the rate of interest in
                           effect for the applicable period will be the same as
                           the interest rate in effect on such LIBOR Interest
                           Determination Date.

                                    "Index Currency" means the index currency
                                    (including composite currencies) specified
                                    in the applicable Pricing Supplement as the
                                    currency for which LIBOR shall be
                                    calculated. If no such index currency is
                                    specified in the applicable Pricing
                                    Supplement, the Index Currency shall be U.S.
                                    dollars.

                                    (C) CD RATE NOTES. CD Rate Notes will bear
                           interest at the interest rates (calculated with
                           reference to the CD Rate and the Spread or Spread
                           Multiplier, if any) specified in such CD Rate Notes
                           and in an applicable Pricing Supplement.

                                    Unless otherwise indicated in the applicable
                           Pricing Supplement, "CD Rate" means, with respect to
                           any CD Interest Determination Date, the rate on such
                           date for nego-

                                      19

<Page>

                           tiable certificates of deposit having the Index
                           Maturity designated in the applicable Pricing
                           Supplement as published in H.15(519) under the
                           caption "CDs (Secondary Market)" or, if not so
                           published by 3:00 P.M., New York City time, on the
                           Calculation Date pertaining to such CD Interest
                           Determination Date, the CD Rate will be the rate on
                           such CD Interest Determination Date for negotiable
                           certificates of deposit of the Index Maturity as
                           published in H.15 Daily Update, or such other
                           recognized electronic source used for the purpose of
                           displaying the applicable rate, under the caption
                           "CDs (secondary market)". If by 3:00 P.M., New York
                           City time, on the Calculation Date pertaining to such
                           CD Interest Determination Date such rate is not yet
                           published in either H.15(519) or H.15 Daily Update,
                           then the CD Rate on such CD Interest Determination
                           Date will be calculated by the Calculation Agent and
                           will be the arithmetic mean of the secondary market
                           offered rates as of 10:00 A.M., New York City time,
                           on such CD Interest Determination Date, of three
                           leading non-bank dealers in negotiable U.S. dollar
                           certificates of deposit in The City of New York
                           (which may include one or more of the Agents or their
                           affiliates) selected by the Calculation Agent (after
                           consultation with the Company) for negotiable
                           certificates of deposit of major United States money
                           market banks for negotiable United States
                           certificates of deposit with a remaining maturity
                           closest to the Index Maturity designated in the
                           applicable Pricing Supplement in an amount that is
                           representative for a single transaction in that
                           market at that time; PROVIDED, HOWEVER, that if the
                           dealers selected as aforesaid by the Calculation
                           Agent are not quoting as set forth above, the rate of
                           interest in effect for the applicable period will be
                           the same as the interest rate in effect on such CD
                           Interest Determination Date.

                                    (D) FEDERAL FUNDS RATE NOTES. Federal Funds
                           Rate Notes will bear interest at the interest rates
                           (calculated with reference to the Federal Funds Rate
                           and the Spread or Spread Multiplier, if any)
                           specified in such Federal Funds Rate Notes and in an
                           applicable Pricing Supplement.

                                    Unless otherwise indicated in the applicable
                           Pricing Supplement, "Federal Funds Rate" means, with
                           respect to any

                                      20

<Page>

                           Federal Funds Interest Determination Date, the rate
                           on such date for Federal Funds as published in
                           H.15(519) under the heading "Federal Funds
                           (Effective)" and displayed on Bridge Telerate, Inc.
                           (or any successor service) on page 120 (or any
                           other page as may replace the specified page on that
                           service) ("Telerate Page 120") or, if the rate does
                           not so appear on Telerate Page 120 or is not so
                           published by 3:00 P.M., New York City time, on the
                           Calculation Date pertaining to such Federal Funds
                           Interest Determination Date, the Federal Funds Rate
                           will be the rate on such Federal Funds Interest
                           Determination Date for United States dollar federal
                           funds as published in H.15 Daily Update, or such
                           other recognized electronic source used for the
                           purpose of displaying the applicable rate, under the
                           caption "Federal Funds (Effective)". If, by 3:00
                           P.M., New York City time, on the Calculation Date
                           pertaining to such Federal Funds Interest
                           Determination Date such rate is not yet published in
                           H.15(519), the Federal Funds Rate for such Federal
                           Funds Interest Determination Date will be calculated
                           by the Calculation Agent and will be the arithmetic
                           mean of the rates for the last transaction in
                           overnight United States dollar Federal Funds arranged
                           by three leading brokers of Federal Funds
                           transactions in The City of New York (which may
                           include one or more of the Agents or their
                           affiliates), which brokers have been selected by the
                           Calculation Agent (after consultation with the
                           Company) as of 9:00 A.M., New York City time, on such
                           Federal Funds Interest Determination Date; PROVIDED,
                           HOWEVER, that, if the brokers selected as aforesaid
                           by the Calculation Agent are not quoting as set forth
                           above, the rate of interest in effect for the
                           applicable period will be the same as the interest
                           rate in effect on such Federal Funds Interest
                           Determination Date.

                                    (E) TREASURY RATE NOTES. Treasury Rate Notes
                           will bear interest at the interest rates (calculated
                           with reference to the Treasury Rate and the Spread or
                           Spread Multiplier, if any) specified in such Treasury
                           Rate Notes and in an applicable Pricing Supplement.

                                    Unless otherwise specified in an applicable
                           Pricing Supplement, "Treasury Rate" means, with
                           respect to any Treasury Rate Interest Determination
                           Date, the rate from the


                                      21
<Page>

                           auction held on the Treasury Rate Interest
                           Determination Date (the "Auction") of direct
                           obligations of the United States ("Treasury
                           Bills") having the Index Maturity specified in the
                           applicable Pricing Supplement under the caption
                           "INVESTMENT RATE" on the display on Bridge Telerate,
                           Inc. (or any successor service) on page 56 (or any
                           other page as may replace that page on that service)
                           ("Telerate Page 56") or page 57 (or any other page as
                           may replace that page on that service) ("Telerate
                           Page 57") or, if not published by 3:00 P.M., New York
                           City time, on the Calculation Date pertaining to such
                           Treasury Rate Interest Determination Date, the Bond
                           Equivalent Yield (as defined below) of the rate for
                           the aplicable Treasury Bills as published in H.15
                           Daily Update, or another recognized electronic source
                           used for the purpose of displaying the applicable
                           rate, under the caption "U.S. Government
                           Securities/Treasury Bills/Auction High", or if the
                           rate referred to in the preceding sentence is not so
                           published by 3:00 P.M., New York City time, on such
                           Calculation Date, the Treasury Rate for that Treasury
                           Interest Determination Date will be the Bond
                           Equivalent Yield of the auction rate of the
                           applicable Treasury Bills as announced by the United
                           States Department of the Treasury, or if the rate
                           referred to in the preceding sentence is not so
                           announced by the United States Department of the
                           Treasury, or if the Auction is not held, the Treasury
                           Rate for that Treasury Rate Interest Determination
                           Date will be the Bond Equivalent Yield of the rate on
                           the Treasury Rate Interest Determination Date of the
                           applicable Treasury Bills as published in H.15(519)
                           under the caption "U.S. Government
                           Securities/Treasury Bills/Secondary Market", or if
                           the rate referred to in the preceding sentence is not
                           so published by 3:00 P.M., New York City time, on
                           such Calculation Date, the Treasury Rate for that
                           Treasury Rate Interest Determination Date will be the
                           rate on the Treasury Rate Interest Determination Date
                           of the applicable Treasury Bills as published in H.15
                           Daily Update, or another recognized electronic source
                           used for the purpose of displaying the applicable
                           rate, under the caption "U.S. Government
                           Securities/Treasury Bills/Secondary Market", or if
                           the rate referred to in the preceding sentence is not
                           so published by 3:00 P.M., New York City time, on
                           such Calculation Date, the Treasury Rate for that
                           Treasury Rate Interest Determination


                                      22
<Page>

                           Date will be the rate on the Treasury Rate Interest
                           Determination Date calculated by the Calculation
                           Agent as the Bond Equivalent Yield of the arithmetic
                           mean of the secondary market bid rates, as of
                           approximately 3:30 P.M., New York City time, on such
                           Treasury Rate Interest Determination Date, of three
                           leading primary United States government securities
                           dealers (which may include one or more of the Agents
                           or their affiliates) selected by the Calculation
                           Agent (after consultation with the Company), for the
                           issue of Treasury Bills with a remaining maturity
                           closest to the specified Index Maturity; PROVIDED,
                           HOWEVER, that if the dealers selected as aforesaid by
                           the Calculation Agent are not quoting as set forth in
                           this sentence, the rate of interest in effect for the
                           applicable period will be the same as the interest
                           rate in effect on such Treasury Rate Interest
                           Determination Date.

                  "Bond Equivalent Yield" means a yield (expressed as a
                  percentage) calculated in accordance with the following
                  formula:


                                               D X N
Bond Equivalent Yield             =        _____________         X     100
                                           360 - (D X M)


                  where "D" refers to the applicable per annum rate for Treasury
                  Bills quoted on a bank discount basis and expressed as a
                  decimal, "N" refers to 365 or 366, as the case may be, and "M"
                  refers to the actual number of days in the applicable interest
                  reset period.

                                    (F) PRIME RATE NOTES. Prime Rate Notes will
                           bear interest at the interest rate (calculated with
                           reference to the Prime Rate and the Spread or Spread
                           Multiplier, if any) specified in such Prime Rate
                           Notes and in an applicable Pricing Supplement, except
                           that the initial interest rate for each Prime Rate
                           Note will be the rate specified in the applicable
                           Pricing Supplement.


                                      23
<Page>

                                    Unless otherwise specified in an applicable
                           Pricing Supplement, "Prime Rate" means, with respect
                           to any Prime Rate Interest Determination Date, the
                           rate published in H.15(519) for such date under the
                           caption "Bank Prime Loan", or if not so published by
                           3:00 P.M., New York City time, on the Calculation
                           Date pertaining to that Prime Rate Interest
                           Determination Date, the rate on that Prime Rate
                           Interest Determination Date as published in H.15
                           Daily Update or such other recognized electronic
                           source used for the purpose of displaying the
                           applicable rate, under the caption "Bank Prime Loan".
                           If neither rate is so published by 3:00 P.M., New
                           York City time, on the Calculation Date, the Prime
                           Rate for such Prime Rate Interest Determination Date
                           will be calculated by the Calculation Agent as the
                           arithmetic mean of the rates of interest publicly
                           announced by each bank that appears on the Reuters
                           Screen USPRIME1 (as defined below) as such bank's
                           prime rate or base lending rate as of 11:00 A.M., New
                           York City time, on such Prime Rate Interest
                           Determination Date, or if fewer than four such rates
                           appear on the Reuters Screen USPRIME1 for such Prime
                           Rate Interest Determination Date, the rate shall be
                           the arithmetic mean of the prime rates quoted on the
                           basis of the actual number of days in the year
                           divided by 360 as of the close of business on such
                           Prime Rate Interest Determination Date by three major
                           banks (which may include one or more of the Agents or
                           their affiliates) in The City of New York selected by
                           the Calculation Agent (after consultation with the
                           Company); provided, however, that if the banks
                           selected by the Calculation Agent are not quoting as
                           mentioned above, the "Prime Rate" for the Interest
                           Reset Period will be the same as the Prime Rate for
                           the for the immediately preceding Interest Reset
                           Period (or, if there was no such Interest Reset
                           Period, the rate of interest payable on the Prime
                           Rate Notes for which the Prime Rate is being
                           determined shall be the Initial Interest Rate).
                           Unless otherwise specified in the applicable Pricing
                           Supplement, "Reuters Screen USPRIME1" means the
                           display designated as page "USPRIME1" on the Reuters
                           Monitor Money Rates Service, or any successor service
                           or page, for the purpose of displaying prime rates or
                           base lending rates of major United States banks.


                                      24
<Page>

                                    (G) CMT RATE NOTES. CMT Rate Notes will bear
                           interest at the interest rate (calculated with
                           reference to the CMT Rate and the Spread or Spread
                           Multiplier, if any) specified in the CMT Rate Notes
                           and in the applicable Pricing Supplement.

                                    Unless otherwise specified in the applicable
                           Pricing Supplement, "CMT Rate" means, with respect to
                           any CMT Interest Determination Date relating to a CMT
                           Rate Note or any Floating Rate Note for which the
                           interest rate is determined with reference to the CMT
                           Rate,

                           if CMT Telerate Page 7051 is specified in the
                           applicable pricing supplement:

                           (a) the percentage equal to the yield for United
                           States Treasury securities at "constant maturity"
                           having the Index Maturity specified in the applicable
                           Pricing Supplement as published in H.15(519) under
                           the caption "Treasury Constant Maturities", as the
                           yield is displayed on Bridge Telerate, Inc. (or any
                           successor service) on page 7051 (or any other page as
                           may replace the specified page on that service)
                           ("Telerate Page 7051"), for that CMT Interest
                           Determination Date, or

                           (b) if the rate referred to in clause (a) does not so
                           appear on Telerate Page 7051, the percentage equal to
                           the yield for United States Treasury securities at
                           "constant maturity" having the particular Index
                           Maturity and for that CMT Interest Determination Date
                           as published in H.15(519) under the caption "Treasury
                           Constant Maturities", or

                           (c) if the rate referred to in clause (b) does not so
                           appear in H.15(519), the rate on that CMT Interest
                           Determination Date for the period of the particular
                           Index Maturity as may then be published by either the
                           Federal Reserve System Board of Governors or the
                           United States Department of the Treasury that the
                           Calculation Agent determines to be comparable to the
                           rate which would otherwise have been published in
                           H.15(519), or

                           (d) if the rate referred to in clause (c) is not so
                           published, the rate on that CMT Interest
                           Determination Date calculated by the


                                      25
<Page>

                           Calculation Agent as a yield to maturity based on the
                           arithmetic mean of the secondary market bid prices at
                           approximately 3:30 P.M., New York City time, on that
                           CMT Interest Determination Date of three leading
                           primary United States government securities dealers
                           in The City of New York (which may include one or
                           more of the Agents or their affiliates) (each, a
                           "Reference Dealer"), selected by the Calculation
                           Agent from five Reference Dealers selected by the
                           Calculation Agent and eliminating the highest
                           quotation, or, in the event of equality, one of the
                           highest, and the lowest quotation or, in the event of
                           equality, one of the lowest, for United States
                           Treasury securities with an original maturity equal
                           to the particular Index Maturity, a remaining term to
                           maturity no more than 1 year shorter than that Index
                           Maturity and in a principal amount that is
                           representative for a single transaction in the
                           securities in that market at that time, or

                           (e) if fewer than five but more than two of the
                           prices referred to in clause (d) are provided as
                           requested, the rate on that CMT Interest
                           Determination Date calculated by the Calculation
                           Agent based on the arithmetic mean of the bid prices
                           obtained and neither the highest nor the lowest of
                           the quotations shall be eliminated, or

                           (f) if fewer than three prices referred to in clause
                           (d) are provided as requested, the rate on that CMT
                           Interest Determination Date calculated by the
                           Calculation Agent as a yield to maturity based on the
                           arithmetic mean of the secondary market bid prices as
                           of approximately 3:30 P.M., New York City time, on
                           that CMT Interest Determination Date of three
                           Reference Dealers selected by the Calculation Agent
                           from five Reference Dealers selected by the
                           Calculation Agent and eliminating the highest
                           quotation or, in the event of equality, one of the
                           highest and the lowest quotation or, in the event of
                           equality, one of the lowest, for United States
                           Treasury securities with an original maturity greater
                           than the particular Index Maturity, a remaining term
                           to maturity closest to that Index Maturity and in a
                           principal amount that is representative for a single
                           transaction in the securities in that market at that
                           time, or

                           (g) if fewer than five but more than two prices
                           referred to in clause (f) are provided as requested,
                           the rate on that CMT Interest Determination Date
                           calculated by the Calculation Agent based on


                                      26
<Page>

                           the arithmetic mean of the bid prices obtained and
                           neither the highest nor the lowest of the quotations
                           will be eliminated, or

                           (h) if fewer than three prices referred to in clause
                           (f) are provided as requested, the CMT Rate in effect
                           on that CMT Interest Determination Date;

                           if CMT Telerate Page 7052 is specified in the
                           applicable Pricing Supplement:

                           (a) the percentage equal to the one-week or
                           one-month, as specified in the applicable Pricing
                           Supplement, average yield for United States Treasury
                           securities at "constant maturity" having the Index
                           Maturity specified in the applicable Pricing
                           Supplement as published in H.15(519) opposite the
                           caption "Treasury Constant Maturities", as the yield
                           is displayed on Bridge Telerate, Inc. (or any
                           successor service) (on page 7052 or any other page as
                           may replace the specified page on that service)
                           ("Telerate Page 7052"), for the week or month, as
                           applicable, ended immediately preceding the week or
                           month, as applicable, in which that CMT Interest
                           Determination Date falls, or

                           (b) if the rate referred to in clause (a) does not so
                           appear on Telerate Page 7052, the percentage equal to
                           the one-week or one-month, as specified in the
                           applicable Pricing Supplement, average yield for
                           United States Treasury securities at "constant
                           maturity" having the particular Index Maturity and
                           for the week or month, as applicable, preceding that
                           CMT Interest Determination Date as published in
                           H.15(519) opposite the caption "Treasury Constant
                           Maturities," or

                           (c) if the rate referred to in clause (b) does not so
                           appear in H.15(519), the one-week or one-month, as
                           specified in the applicable Pricing Supplement,
                           average yield for United States Treasury securities
                           at "constant maturity" having the particular index
                           maturity as otherwise announced by the Federal
                           Reserve Bank of New York for the week or month, as
                           applicable, ended immediately preceding the week or
                           month, as applicable, in which that CMT Interest
                           Determination Date falls, or

                           (d) if the rate referred to in clause (c) is not so
                           published, the


                                      27
<Page>

                           rate on that CMT Interest Determination Date
                           calculated by the Calculation Agent as a yield to
                           maturity based on the arithmetic mean of the
                           secondary market bid prices at approximately 3:30
                           P.M., New York City time, on that CMT Interest
                           Determination Date of three Reference Dealers
                           selected by the Calculation Agent from five Reference
                           Dealers selected by the Calculation Agent and
                           eliminating the highest quotation, or, in the event
                           of equality, one of the highest, and the lowest
                           quotation or, in the event of equality, one of the
                           lowest, for United States Treasury securities with an
                           original maturity equal to the particular Index
                           Maturity, a remaining term to maturity no more than 1
                           year shorter than that Index Maturity and in a
                           principal amount that is representative for a single
                           transaction in the securities in that market at that
                           time, or

                           (e) if fewer than five but more than two of the
                           prices referred to in clause (d) are provided as
                           requested, the rate on that CMT Interest
                           Determination Date calculated by the Calculation
                           Agent based on the arithmetic mean of the bid prices
                           obtained and neither the highest nor the lowest of
                           the quotations shall be eliminated, or

                           (f) if fewer than three prices referred to in clause
                           (d) are provided as requested, the rate on that CMT
                           Interest Determination Date calculated by the
                           Calculation Agent as a yield to maturity based on the
                           arithmetic mean of the secondary market bid prices as
                           of approximately 3:30 P.M., New York City time, on
                           that CMT Interest Determination Date of three
                           Reference Dealers selected by the Calculation Agent
                           from five Reference Dealers selected by the
                           Calculation Agent and eliminating the highest
                           quotation or, in the event of equality, one of the
                           highest and the lowest quotation or, in the event of
                           equality, one of the lowest, for United States
                           Treasury securities with an original maturity greater
                           than the particular Index Maturity, a remaining term
                           to maturity closest to that Index Maturity and in a
                           principal amount that is representative for a single
                           transaction in the securities in that market at the
                           time, or

                           (g) if fewer than five but more than two prices
                           referred to in clause (f) are provided as requested,
                           the rate on that CMT Interest Determination Date
                           calculated by the Calculation Agent based on the
                           arithmetic mean of the bid prices obtained and
                           neither the


                                      28
<Page>

                           highest or the lowest of the quotations will be
                           eliminated, or

                           (h) if fewer than three prices referred to in
                           clause (f) are provided as requested, the CMT Rate
                           in effect on that CMT Interest Determination Date.

                           If two United States Treasury securities with an
                           original maturity greater than the Index Maturity
                           specified in the applicable Pricing Supplement have
                           remaining terms to maturity equally close to the
                           particular Index Maturity, the quotes for the United
                           States Treasury security with the shorter original
                           remaining term to maturity will be used.

                                    (H) J.J. KENNY RATE NOTES. J.J. Kenny Rate
                           Notes will bear interest at the interest rate
                           (calculated with reference to the J.J. Kenny Rate and
                           the spread or spread multiplier, if any) specified in
                           the J.J. Kenny Rate Notes and the applicable Pricing
                           Supplement.

                                    Unless otherwise specified in the applicable
                           Pricing supplement, the "J.J. Kenny Rate" means, with
                           respect to any J.J. Kenny Interest Determination
                           Date, the per annum rate on the date equal to the
                           index made available and subsequently published by
                           Kenny Information Systems or its successor. The rate
                           will be based upon 30-day yield evaluations at par of
                           bonds of not less than five "high grade" component
                           issuers. The bonds evaluated will be bonds on which
                           the interest is excludable from gross income for
                           federal income tax purposes under the Internal
                           Revenue Code of 1986. Kenny Information Systems will
                           select such issuers from time to time, including
                           issuers of general obligation bonds. However, the
                           bonds on which the index is based will not include
                           any bonds the interest on which may trigger an
                           "alternative minimum tax" or similar tax under the
                           Code, unless such tax may be imposed on all
                           tax-exempt bonds. If the rate is not made available
                           by 3:00 P.M., New York City time, on the calculation
                           date pertaining to that J.J. Kenny Interest
                           Determination Date, the J.J. Kenny Rate will be the
                           rate quoted by a successor indexing agent selected by
                           the Calculation Agent (after consultation with us).
                           This rate will be equal to the prevailing rate for
                           bonds included in the highest short-term rating
                           category by Moody's Investors Service, Inc. and
                           Standard & Poor's


                                      29
<Page>

                           Corporation for issuers selected by such successor
                           indexing agent most closely resembling the "high
                           grade" component issuers selected by Kenny
                           Information Systems. The bonds for which rates are
                           quoted will be bonds that may be tendered by their
                           holders for purchase on not more than seven days'
                           notice and the interest on which: is variable on a
                           weekly basis; is excludable from gross income for
                           federal income tax purposes under the Code; and does
                           not give rise to an "alternate minimum tax" or
                           similar tax under the Code, unless all tax-exempt
                           bonds give rise to such a tax. If a successor
                           indexing agent is not available, the J.J. Kenny Rate
                           on the J.J. Kenny Interest Determination Date will be
                           the J.J. Kenny Rate for the immediately preceding
                           Interest Reset Period. If there was no such Interest
                           Reset Period, the J.J. Kenny Rate will be the Initial
                           Interest Rate.

                                    (I) ELEVENTH DISTRICT COST OF FUNDS RATE
                           NOTES. Eleventh District Cost of Funds Rate Notes
                           will bear interest at the interest rate (calculated
                           with reference to the Eleventh District Cost of Funds
                           Rate and the spread or spread multiplier, if any)
                           specified in the Eleventh District Cost of Funds Rate
                           Notes and in the applicable Pricing Supplement.

                                    Unless otherwise specified in an applicable
                           Pricing Supplement, the "Eleventh District Cost of
                           Funds Rate" means, with respect to any Eleventh
                           District Cost of Funds Interest Determination Date,
                           the rate equal to the monthly weighted average cost
                           of funds for the calendar month immediately preceding
                           the month in which such Eleventh District Cost of
                           Funds Interest Determination Date falls as set forth
                           under the caption "11th District" on the display on
                           Bridge Telerate, Inc. (or any successor service) on
                           page 7058 (or any other page as may replace the
                           specified page on that service) ("Telerate Page
                           7058") as of 11:00 A.M., San Francisco time, on the
                           Eleventh District Cost of Funds Interest
                           Determination Date. If such rate does not appear on
                           Telerate page 7058 on any related Eleventh District
                           Cost of Funds Interest Determination Date, the
                           Eleventh District Cost of Funds Rate for the Eleventh
                           District Cost of Funds Interest Determination Date
                           will be the Eleventh District Cost of Funds Rate
                           Index. If the FHLB of San Francisco fails to announce
                           the rate for the calendar month next preceding the
                           Eleventh District Cost of Funds Interest
                           Determination Date, then the Eleventh


                                      30
<Page>

                           District Cost of Funds Rate for that date will be the
                           Eleventh District Cost of Funds Rate in effect on
                           that Eleventh District Cost of Funds Interest
                           Determination Date. The "Eleventh District Cost of
                           Funds Rate Index" will be the monthly weighted
                           average cost of funds paid by member institutions of
                           the Eleventh Federal Home Loan Bank District that the
                           FHLB of San Francisco most recently announced as the
                           cost of funds for the calendar month preceding the
                           date of the announcement.

                                    (J) EURIBOR NOTES. EURIBOR Notes will bear
                           interest at the interest rate (calculated with
                           reference to EURIBOR and the spread or spread
                           multiplier, if any) specified in the EURIBOR Notes
                           and in the applicable Pricing Supplement.

                                    Unless otherwise specified in an applicable
                           Pricing Supplement, "EURIBOR" means, with respect to
                           an EURIBOR Determination Date, the rate determined by
                           the Calculation Agent for each Interest Reset Period
                           as follows:

                                    The Calculation Agent will determine the
                           offered rates for deposits in Euros for the period of
                           the Index Maturity specified in the applicable
                           Pricing Supplement, commencing on the Interest Reset
                           Date, which appears on page 248 on Bridge Telerate,
                           Inc., or any successor service or any page that may
                           replace page 248 on that service, which is commonly
                           referred to as "Telerate Page 248" as of 11:00 A.M.,
                           Brussels time, on that date. If EURIBOR cannot be
                           determined on a EURIBOR Determination Date as
                           described above, then the Calculation Agent will
                           determine EURIBOR as follows:

                                    The Calculation Agent will select four major
                           banks in the Euro-zone interbank market. The
                           Calculation Agent will request that the principal
                           Euro-zone offices of those four selected banks
                           provide their offered quotations to prime banks in
                           the Euro-zone interbank market at approximately 11:00
                           A.M., Brussels time, on the EURIBOR Determination
                           Date. These quotations shall be for deposits in Euros
                           for the period of the specified Index Maturity,
                           commencing on such Interest Reset Date. Offered
                           quotations must be based on a principal amount equal
                           to at least $1,000,000 or the approximate equivalent
                           in Euros that is representative of a single

                                       31
<Page>

                           transaction in such market at such time. If two or
                           more quotations are provided, EURIBOR for the
                           Interest Reset Period will be the arithmetic mean of
                           the quotations. If fewer than two quotations are
                           provided, the Calculation Agent will select four
                           major banks in the Euro-zone and follow the steps
                           below.

                           (1) The Calculation Agent will then determine
                           EURIBOR for the Interest Reset Period as the
                           arithmetic mean of rates quoted by those four
                           major banks in the Euro-zone to leading European
                           banks at approximately 11:00 A.M., Brussels time,
                           on the EURIBOR Determination Date. The rates
                           quoted will be for loans in Euros, for the period
                           of the specified Index Maturity, commencing on the
                           Interest Reset Date. Rates quoted must be based on
                           a principal amount of at least $1,000,000 or the
                           approximate equivalent in Euros that is
                           representative of a single transaction in such
                           market at such time.

                           (2) If the banks so selected by the Calculation
                           Agent are not quoting rates as described above,
                           EURIBOR for the Interest Reset Period will be the
                           same for the immediately preceding Interest Reset
                           Period. If there was no such Interest Reset
                           Period, EURIBOR will be the Initial Interest Rate.

                                    "Euro-zone" means the region comprised of
                           member states of the European Union that adopt the
                           single currency in accordance with the Treaty
                           establishing the European Community, as amended by
                           the Treaty on European Union.


                      (n) RENEWABLE NOTES. Notes may be issued from time to time
                  as variable rate renewable notes (the "Renewable Notes") that
                  will bear interest at the interest rate (calculated with
                  reference to a Base Rate and the Spread or Spread Multiplier,
                  if any) specified in the Renewable Notes and in the applicable
                  Pricing Supplement.

                           The Renewable Notes will mature on an Interest
                  Payment Date as specified in the applicable Pricing Supplement
                  (the "Initial Maturity Date"), unless the maturity of all or
                  any portion of the principal amount thereof is extended in
                  accordance with the procedures described below. On the
                  Interest Payment Dates specified in the applicable Pricing
                  Supplement (each such Interest Payment Date, an

                                       32
<Page>

                  "Election Date"), the maturity of the Renewable Notes will be
                  extended to the Interest Payment Date occurring twelve months
                  after such Election Date, unless the holder thereof elects to
                  terminate the automatic extension of the maturity of the
                  Renewable Notes or of any portion thereof having a principal
                  amount of $1,000 or any multiple of $1,000 in excess thereof
                  by delivering a notice of such effect to the Trustee not less
                  than nor more than the number of days to be specified in the
                  applicable Pricing Supplement prior to such Election Date. If
                  no such notice period is specified in the applicable Pricing
                  Supplement, such notice shall be given no less than 30 days
                  nor more than 60 days prior to such Election Date. Such option
                  may be exercised with respect to less than the entire
                  principal amount of the Renewable Notes; PROVIDED that the
                  principal amount for which such option is not exercised is at
                  least $1,000 or any larger amount that is an integral multiple
                  of $1,000. Notwithstanding the foregoing, the maturity of the
                  Renewable Notes may not be extended beyond the Final Maturity
                  Date, as specified in the applicable Pricing Supplement (the
                  "Final Maturity Date"). If the holder elects to terminate the
                  automatic extension of the maturity of any portion of the
                  principal amount of the Renewable Notes and such election is
                  not revoked as described below, such portion will become due
                  and payable on the Interest Payment Date falling six months
                  (unless another period is specified in the applicable Pricing
                  Supplement) after the Election Date prior to which the holder
                  made such election.


                           An election to terminate the automatic extension of
                  maturity may be revoked as to any portion of the Renewable
                  Notes having a principal amount of $1,000 or any multiple of
                  $1,000 in excess thereof by delivering a notice to such effect
                  to the Trustee on any day following the effective date of the
                  election to terminate the automatic extension of maturity and
                  prior to the date 15 days before the date on which such
                  portion would otherwise mature. Such a revocation may be made
                  for less than the entire principal amount of the Renewable
                  Notes for which the automatic extension of maturity has been
                  terminated; PROVIDED that the principal amount of the
                  Renewable Notes for which the automatic extension of maturity
                  has been terminated and for which such a revocation has not
                  been made is at least $1,000 or any larger amount that is an
                  integral multiple of $1,000. Notwithstanding the foregoing, a
                  revocation may not be made during the period from and
                  including a Record Date to but excluding the immediately
                  succeeding Interest Payment Date.

                                       33
<Page>

                           An election to terminate the automatic extension of
                  the maturity of the Renewable Notes, if not revoked as
                  described above by the holder making the election or any
                  subsequent holder, will be binding upon such subsequent
                  holder.

                           The Renewable Notes may be redeemed in whole or in
                  part at the option of the Company on the Interest Payment
                  Dates in each year specified in the applicable Pricing
                  Supplement, commencing with the Interest Payment Date
                  specified in the applicable Pricing Supplement, at a
                  redemption price as stated in the applicable Pricing
                  Supplement, together with accrued and unpaid interest, if any,
                  to the date of redemption. Notwithstanding anything to the
                  contrary in the Prospectus Supplement, notice of redemption
                  will be provided by mailing a notice of such redemption to
                  each holder by first class mail, postage prepaid, at least 180
                  days (unless otherwise specified in the applicable Pricing
                  Supplement) prior to the date fixed for redemption.

                           (o) AMOUNT PAYABLE UPON DECLARATION OF MATURITY OF
                  DISCOUNT NOTE. With respect to any Note which is a Discount
                  Note, the portion of the principal amount of any Discount Note
                  which is payable upon redemption prior to the Stated Maturity
                  thereof or upon declaration of acceleration of the Stated
                  Maturity thereof pursuant to Section 6.2 of the Indenture will
                  be as provided in the applicable Note.

                           (p) REGISTER OF SECURITIES; PAYING AGENT. The
                  register of the Securities for the Notes will be initially
                  maintained at the Corporate Trust Office of the Trustee. The
                  Company hereby appoints the Trustee as the initial Paying
                  Agent.

                           (q) CURRENCY INDEXED NOTES. Notes may be issued, from
                  time to time, with the principal amount payable on any
                  principal payment date, or the amount of interest payable on
                  any Interest Payment Date, to be determined by reference to
                  the value of one or more currencies (or composite currencies
                  or currency units). In such event, the currency or currencies
                  (or composite currencies or currency units) to which the
                  principal amount payable on any principal payment date or the
                  amount of interest payable on any Interest Payment Date is
                  indexed, the currency in which the face amount of the Note is
                  denominated (the "Denominated Currency"), and the currency in

                                       34
<Page>


                  which principal and interest on the Note will be paid (the
                  "Payment Currency") will be set forth in the applicable
                  Pricing Supplement. The Denominated Currency and the Payment
                  Currency may be the same currency or different currencies.
                  Unless otherwise specified in the applicable Pricing
                  Supplement, interest on currency indexed Notes shall be paid
                  in the Denominated Currency based on the face amount of the
                  Note at the rate per annum and on the dates set forth in the
                  applicable Pricing Supplement. Currency indexed Notes may
                  include, but are not limited to, Notes of the types described
                  below.

                                    (i) CURRENCY LINKED SECURITIES ("CLS"). CLS
                           are Notes pursuant to which the principal amount
                           payable at Stated Maturity equals the Payment
                           Currency equivalent at Stated Maturity of a fixed
                           amount of a designated currency (or composite
                           currency or currency units) (the "Indexed Currency").
                           The Denominated Currency, the Indexed Currency and
                           the Payment Currency will be identified in the
                           applicable Pricing Supplement. In addition, the fixed
                           amount of the Indexed Currency to which the principal
                           of the CLS is linked will be set forth in the
                           applicable Pricing Supplement for a specific
                           representative face amount of the CLS as well as for
                           the aggregate face amount of all CLS forming part of
                           the same issue.

                                    If the Payment Currency and the Indexed
                           Currency are not the same, the Payment Currency
                           equivalent of the Indexed Currency amount on any date
                           shall be determined in the manner specified in the
                           applicable Pricing Supplement.

                                    (ii) REVERSE CURRENCY LINKED SECURITIES
                           ("REVERSE CLS"). Reverse CLS are Notes pursuant to
                           which the principal amount payable at Stated Maturity
                           equals the Payment Currency equivalent at Stated
                           Maturity of a fixed amount of a designated currency
                           (or composite currencies or currency units) (the
                           "First Indexed Currency") minus the amount of the
                           Payment Currency equivalent at Stated Maturity of a
                           fixed amount of another designated currency (or
                           composite currency or currency units) (the "Second
                           Indexed Currency"); PROVIDED, HOWEVER, that the
                           minimum principal amount payable at Stated Maturity
                           shall be zero.

                                    The Denominated Currency, the First and
                           Second Indexed Currencies and the Payment Currency
                           will be identified in the

                                       35
<Page>

                           applicable Pricing Supplement. In addition, the fixed
                           amounts of the First and Second Indexed Currencies to
                           which the principal of the Reverse CLS is linked
                           shall be set forth in the applicable Pricing
                           Supplement for a specific representative face amount
                           of the Reverse CLS as well as for the aggregate face
                           amount of all Reverse CLS forming part of the same
                           issue.

                                    If the Payment Currency and the First
                           Indexed Currency or the Second Indexed Currency are
                           not the same, the Payment Currency equivalent of the
                           First Indexed Currency amount or the Second Indexed
                           Currency amount, as the case may be, on any date
                           shall be determined in the manner specified in the
                           applicable Pricing Supplement.

                                    (iii) MULTICURRENCY CURRENCY LINKED
                           SECURITIES ("MULTICURRENCY CLS"). Multicurrency CLS
                           are Notes pursuant to which the principal amount
                           payable at Stated Maturity equals the Payment
                           Currency equivalent at Stated Maturity of a fixed
                           amount of a designated currency (or composite
                           currency or currency units) (the "First Indexed
                           Currency") plus or minus the Payment Currency
                           equivalent at Stated Maturity of a fixed amount of a
                           second designated currency (or composite currency or
                           currency units) (the "Second Indexed Currency") plus
                           or minus the Payment Currency equivalent at Stated
                           Maturity of a fixed amount of a third designated
                           currency (or composite currency or currency units)
                           (the "Third Indexed Currency"); PROVIDED, HOWEVER,
                           that the minimum principal amount payable at Stated
                           Maturity shall be zero.

                                    The Denominated Currency, each Indexed
                           Currency, the Payment Currency and whether the fixed
                           amounts of the Second and Third Indexed Currencies
                           are to be added or subtracted to determine the
                           principal amount payable at Stated Maturity of the
                           Multicurrency CLS shall be set forth in the
                           applicable Pricing Supplement. In addition, the fixed
                           amounts of the First, Second and Third Indexed
                           Currencies to which the principal of the
                           Multicurrency CLS is linked shall be set forth in the
                           applicable Pricing Supplement for a specific
                           representative face amount of the Multicurrency CLS
                           as well as for the aggregate face amount of all
                           Multicurrency CLS forming part of the same issue. As
                           used herein, "Added Indexed Currency" means the First
                           Indexed

                                       36
<Page>

                           Currency and any other Indexed Currency that is
                           added to determine the principal amount payable at
                           Maturity of the Multicurrency CLS and a "Subtracted
                           Indexed Currency" means an Indexed Currency that is
                           subtracted to determine the principal amount payable
                           at Stated Maturity of the Multicurrency CLS.

                                    If any Added Index Currency or Subtracted
                           Index Currency is not the same as the Payment
                           Currency, the Payment Currency equivalent of such
                           Added Indexed Currency amount or Subtracted Index
                           Currency amount, as the case may be, on any date
                           shall be determined in the manner specified in the
                           applicable Pricing Supplement.

                           (r) AMOUNT PAYABLE UPON DECLARATION OF MATURITY --
                  CLS, REVERSE CLS OR MULTICURRENCY CLS. If the principal amount
                  payable at the Stated Maturity of any CLS, Reverse CLS or
                  Multicurrency CLS shall be declared due and payable prior to
                  such Stated Maturity, the amount payable with respect to such
                  Note will be paid in the Denominated Currency and will equal
                  the face amount of such Note plus accrued interest to but
                  excluding the date of payment.

                           (s) COMMODITY LINKED NOTES. Notes may be issued, from
                  time to time, with the principal amount payable on any
                  principal payment date, or the amount of interest payable on
                  any Interest Payment Date, to be determined by reference to
                  one or more commodity prices, equity indices or other factors
                  and on such other terms as may be set forth in the applicable
                  Pricing Supplement.

                           (t) AMORTIZING NOTES. Notes may be issued from time
                  to time as Amortizing Notes (as defined below). "Amortizing
                  Notes" are Notes for which payments of principal and interest
                  are made in equal installments over the life of the Note.
                  Interest on each Amortizing Note will be computed on the basis
                  of a 360-day year of twelve 30-day months. Payments with
                  respect to Amortizing Notes will be applied first to interest
                  due and payable thereon and then to the reduction of the
                  unpaid principal amount thereof. A table setting forth
                  repayment information in respect of each Amortizing Note will
                  be provided to the original purchaser and will be available
                  upon request, to subsequent holders.

                                       37
<Page>

                           (u) PERSONS TO ESTABLISH SPECIFIC TERMS. The
                  principal amount, any interest rate (or manner in which
                  interest is to be determined), any Interest Payment Dates, any
                  Regular Record Dates, the Stated Maturity, any Redemption Date
                  or Dates (and if on any such Redemption Date a premium is to
                  be paid by the Company, the amount of such premium) and any
                  other relevant terms of any Note

                                       38
<Page>

                  will be determined by any one of the persons whose name is set
                  forth below.

<Table>
<Caption>
               NAME                                  OFFICE                      SPECIMEN SIGNATURE
               ----                                  ------                      ------------------
<S>                                  <C>                                      <C>
Thomas O. Staggs                     Senior Executive Vice President and      /s/ Thomas O. Staggs
                                     Chief Financial Officer                  --------------------------

Christine M. McCarthy                Senior Vice President and Treasurer      /s/ Christine M. McCarthy
                                                                              --------------------------

Jeffrey R. Speed                     Vice President and Assistant             /s/ Jeffrey R. Speed
                                     Treasurer - Corporate Finance            --------------------------

Mitchell K. Polon                    Vice President - Financial Risk          /s/ Mitchell K. Polon
                                     Management, Corporate Treasury           --------------------------

Natacha J. Rafalski                  Senior Manager - Corporate Finance       /s/ Natacha J. Rafalski
                                                                              --------------------------

Brenda Hunsinger                     Senior Manager - Corporate Finance       /s/ Brenda Hunsinger
                                                                              --------------------------

Suet Lai                             Vice President - Counsel                 /s/ Suet Lai
                                                                              --------------------------

David K. Thompson                    Senior Vice President - Assistant        /s/ David K. Thompson
                                     General Counsel                          --------------------------
</Table>

                  (v) FORMS. Unless and until another form is established
         pursuant to a subsequent Officers' Certificate pursuant to Section 2.1
         of the Indenture, the Discount Notes, the Fixed Rate Notes, the
         Floating Rate Notes and the Zero Coupon Notes will be in substantially
         the forms set forth in Exhibits A, B, C and D hereto, respectively, and
         may have such other terms as are provided herein.

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

                                       39
<Page>

                  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.


                                       40
<Page>

                  IN WITNESS WHEREOF, the undersigned have hereunto signed this
Certificate on behalf of the Company as of the 24th day of September, 2001.


                                 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
<Page>
                                                                     EXHIBIT "A"

REGISTERED                                                            REGISTERED








NO.                      MEDIUM-TERM NOTE, SERIES B            PRINCIPAL AMOUNT:
                                (DISCOUNT)                          U.S.$

                                                                    CUSIP:



         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 a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary. Unless this certificate is presented by an authorized representative
of The Depository Trust Company, New York, New York ("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 such other name as requested
by an authorized representative of DTC and any payment is made to Cede & Co. or
such other entity as 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 since the registered owner hereof, Cede & Co., has an interest
herein.

ORIGINAL ISSUE DATE:                       ORIGINAL ISSUE DISCOUNT:
MATURITY DATE:                             INTEREST DATE:
ORIGINAL ISSUE PRICE:                      YIELD TO MATURITY:

                              ---------------------


Date:
      ----------------------------------

                     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


                                     A-1
<Page>


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 Amount specified above on the Maturity Date specified above and to pay
interest thereon from the Original Issue Date specified above or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semiannually in arrears as specified in the Pricing Supplement, in each
year, commencing with the first Interest Payment Date next succeeding the
Original Issue Date, at the rate per annum set forth above, until the principal
hereof is paid or made available for payment; PROVIDED, HOWEVER, that if the
Original Issue Date of this Note is between a Regular Record Date and the
related Interest Payment Date, the first payment of interest on this Note will
be made on the Interest Payment Date immediately following the next succeeding
Regular Record Date to the registered Holder on such next succeeding Regular
Record Date. Interest payments for this Note will include interest accrued to
but excluding the Interest Payment Date. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in the
Indenture (as defined below), be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date, as specified in the Pricing Supplement (whether or not
a Business Day), as the case may be, next preceding such Interest Payment Date;
PROVIDED, HOWEVER, that interest payable at Maturity shall be payable to the
Person to whom principal shall be payable. If any Interest Payment Date or
Maturity with respect to this Note falls on a day that is not a Business Day,
the payment due on such Interest Payment Date or at Maturity will be made on the
following day that is a Business Day as if it were made on the date such payment
was due and no interest shall accrue on the amount so payable for the period
from and after such Interest Payment Date or Maturity, as the case may be.
Except as otherwise provided in the Indenture, any interest not punctually paid
or duly provided for on any Interest Payment Date (herein called "Defaulted
Interest") will forthwith cease to be payable to the Holder on the Regular
Record Date with respect to such Interest Payment Date and may either be paid to
the Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee (as defined below), notice of
which shall be given to Holders of Notes not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in the Indenture. In the case of a default in payment of
principal upon acceleration or at Stated Maturity, the Accreted Value (as
defined below) of this Note at the date of such default in payment shall bear
interest at the Yield to Maturity specified above plus 1% per annum (to the
extent that the payment of such interest shall be legally enforceable), which
shall accrue from the date of such default in payment to the date payment of
such principal has been made or duly provided for. Such interest will be
computed on the basis of a 360-day year of twelve 30-day months, compounded
semiannually. Payment of the principal of and interest, if any, on this Note
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, and at such additional 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, payments of principal of
and interest on this Note may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the register of
Securities or by wire transfer of immediately available funds to the account of
the Holder of this Note if appropriate wire transfer instructions have been
received in writing by the Trustee not less than 15 days prior to the applicable
payment date. Notwithstanding the foregoing, the Company will make payments of
interest, if any, on any Interest Payment Date other than the Maturity Date to
each registered Holder of $10,000,000 (or, if the payment currency is other than
United States dollars, the equivalent thereof in the particular payment
currency) or more in aggregate principal amount of definitive Notes (whether
having identical or different terms and provisions) by wire transfer of
immediately available funds if the applicable registered Holder has delivered
appropriate wire transfer instructions in writing to the Trustee not less than
15 days prior to the particular Interest Payment Date. Any wire transfer
instructions received by the Trustee shall remain in effect until revoked by the
applicable registered Holder.

         The "Accreted Value" of this Note at any date (the "Calculation Date")
shall be equal to (i) the Original Issue Price of this Note specified above plus
(ii) the accrued amortization of Original Issue Discount specified above
attributable ratably on a daily basis to the period from and including the
Original Issue Date specified above to but


                                     A-2
<Page>


excluding the Calculation Date. The calculation of accrual of Original Issue
Discount will be computed on the basis of a 360-day year of twelve 30-day
months, compounded semiannually.

         Reference is hereby made to the further provisions of this Note set
forth below, 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 co-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.

         This Note is one of a duly authorized issue of securities (herein
called the "Securities") of the Company (which term includes any successor
corporation under the Indenture hereinafter referred to) issued and to be issued
pursuant to such Indenture. This Security is one of a series designated by the
Company as its Medium-Term Notes, Series B. The Indenture does not limit the
aggregate principal amount of the Securities.

         The Company issued this Note pursuant to an Indenture, dated as of
September 24, 2001 (herein called the "Indenture"), between the Company and
Wells Fargo Bank, N.A., a national banking association, as trustee (herein
called the "Trustee," which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and Holders of the
Notes and of the terms upon which the Notes are, and are to be, authenticated
and delivered.

         The Notes are issuable as Registered Securities, without coupons, in
denominations of $1,000 and any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes are exchangeable for a like aggregate
principal amount of Notes of like tenor of any authorized denomination, as
requested by the Holder surrendering the same, upon surrender of the Note or
Notes to be exchanged at any office or agency described below where Notes may be
presented for registration of transfer.

         The Company may from time to time, without the consent of existing Note
Holders, issue additional Notes having the same terms and conditions (including
maturity and interest payment terms) as previously issued Notes in all respects,
except for issue date, issue price and the first payment of interest. Additional
Notes issued in this manner will be fungible with the previously issued Notes to
the extent specified in the applicable Pricing Supplement.


         This Note may not be redeemed prior to the Maturity Date set forth
above.

         If an Event of Default with respect to the Notes shall occur and be
continuing, a portion of the principal of this Note may be declared due and
payable in the manner and with the effect provided in the Indenture. Such
portion shall be equal to the Accreted Value of this Note at the time of such
declaration. Upon payment (i) of such Accreted Value and (ii) of interest on any
overdue Accreted Value (to the extent that the payment of such interest shall be
legally enforceable), all of the Company's obligations in respect of the payment
of the principal of and interest on this Note shall terminate.

         The Indenture permits, in certain circumstances therein specified, the
amendment thereof without the consent of the Holders of the Securities. The
Indenture also permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations under the
Indenture of the Company and the rights of Holders of the Securities of each
series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in aggregate principal
amount of the Securities at the time Outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all the Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of


                                     A-3
<Page>


transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Note.

         No reference herein to the Indenture and no provision of this Note or,
subject to the provisions for satisfaction and discharge in Article Eight of the
Indenture, of the Indenture, shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of Notes is registrable in the register of Securities,
upon surrender of a Note for 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, and at such
additional offices or agencies as the Company may designate, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes of like tenor,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

         No service charge shall be made by the Company, the Trustee or the
Registrar for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith (other than exchanges pursuant to
Sections 2.11, 3.6, 9.5 or 10.3 of the Indenture, not involving any transfer).

         Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York, including without limitation,
Sections 5-1401 and 5-1402 of the New York General Obligations Law and New York
Civil Practice Law Rule 327(b).

         All undefined terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.


                                     A-4
<Page>


         IN WITNESS WHEREOF, The Walt Disney Company has caused this Instrument
to be signed by the signature or facsimile signature of its Chairman of the
Board, one of its Vice Chairmen, its President or one of its Vice Presidents, or
its Treasurer or any Assistant Treasurer and attested by its Secretary or one of
its Assistant Secretaries by his or her signature or a facsimile thereof, and
its corporate seal or a facsimile of its corporate seal to be affixed hereunto
or imprinted hereon.

                   (SEAL)       THE WALT DISNEY COMPANY



                                By: ______________________________________
                                NAME:  Christine M. McCarthy
                                TITLE: Senior Vice President and Treasurer


Attest:


------------------------------------------
NAME:  Marsha L. Reed
TITLE:    Vice President and Secretary


                                     A-5
<Page>


                                  ABBREVIATIONS



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

TEN COM " as tenants in common      UNIF GIFT MIN ACT        Custodian
                                                      ------           ------
                                                     (Cust.)           (Minor)
 TEN ENT " as tenants by the
           entireties
                                    Under Uniform Gifts to Minors Act
  JT TEN " as joint tenants with
          right of survivorship
          and not as tenants
          in common                 _________________________________
                                                  (State)

     Additional abbreviations may also be used though not in the above list.

                                ----------------

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

Please Insert Social Security or Employer
Identification Number of Assignee
+--------------------------
|        -       -
+--------------------------

-------------------------------------------------------------------------------
                   Please Print or Typewrite Name and Address
                      Including Postal Zip Code of Assignee
-------------------------------------------------------------------------------

the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ______________________________________________________attorney to
transfer said Security 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.


                                     A-6
<Page>


                                                                     EXHIBIT "B"

REGISTERED                                                            REGISTERED


NO. FXR-                  MEDIUM-TERM NOTE, SERIES B           PRINCIPAL AMOUNT:
                                 (FIXED RATE)                       U.S.$

                                                                    CUSIP:


         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 a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary. Unless this certificate is presented by an authorized representative
of The Depository Trust Company, New York, New York ("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 such other name as requested
by an authorized representative of DTC and any payment is made to Cede & Co. or
such other entity as 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 since the registered owner hereof, Cede & Co., has as interest
herein.

ORIGINAL ISSUE DATE:                                  INTEREST DATE:
MATURITY DATE:                                        EARLIEST REDEMPTION DATE:
ORIGINAL ISSUE PRICE:                                 REDEMPTION PRICE:

                            -------------------------


Date:
      ----------------


                     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


                                     B-1
<Page>


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 Amount specified above on the Maturity Date specified above and to pay
interest thereon from the Original Issue Date specified above or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semiannually in arrears as specified in the Pricing Supplement, in each
year, commencing with the first Interest Payment Date next succeeding the
Original Issue Date, at the rate per annum set forth above, until the principal
hereof is paid or made available for payment; PROVIDED, HOWEVER, that if the
Original Issue Date of this Note is between a Regular Record Date and the
related Interest Payment Date, the first payment of interest on this Note will
be made on the Interest Payment Date immediately following the next succeeding
Regular Record Date to the registered Holder on such next succeeding Regular
Record Date. Interest payments for this Note will include interest accrued to
but excluding the Interest Payment Date. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in the
Indenture (as defined below), be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date, as specified in the Pricing Supplement (whether or not
a Business Day), as the case may be, next preceding such Interest Payment Date;
PROVIDED, HOWEVER, that interest payable at Maturity shall be payable to the
Person to whom principal shall be payable. If any Interest Payment Date or
Maturity with respect to this Note falls on a day that is not a Business Day,
the payment due on such Interest Payment Date or at Maturity will be made on the
following day that is a Business Day as if it were made on the date such payment
was due and no interest shall accrue on the amount so payable for the period
from and after such Interest Payment Date or Maturity, as the case may be.
Interest on this Note will be computed on the basis of a 360-day year of twelve
30-day months. Except as otherwise provided in the Indenture, any interest not
punctually paid or duly provided for on any Interest Payment Date (herein called
"Defaulted Interest") will forthwith cease to be payable to the Holder on the
Regular Record Date with respect to such Interest Payment Date and may either be
paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee (as defined
below), notice of which shall be given to Holders of Notes not less than 10 days
prior to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture. Payment of the principal
of and interest, if any, on this Note 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, and at such
additional 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, payments of principal of and interest on this Note may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the register of Securities or by wire transfer of
immediately available funds to the account of the Holder of this Note if
appropriate wire transfer instructions have been received in writing by the
Trustee not less than 15 days prior to the applicable payment date.
Notwithstanding the foregoing, the Company will make payments of interest, if
any, on any Interest Payment Date other than the Maturity Date to each
registered Holder of $10,000,000 (or, if the payment currency is other than
United States dollars, the equivalent thereof in the particular payment
currency) or more in aggregate principal amount of definitive Notes (whether
having identical or different terms and provisions) by wire transfer of
immediately available funds if the applicable registered Holder has delivered
appropriate wire transfer instructions in writing to the Trustee not less than
15 days prior to the particular Interest Payment Date. Any wire transfer
instructions received by the Trustee shall remain in effect until revoked by the
applicable registered Holder.

         Reference is hereby made to the further provisions of this Note set
forth below, 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 co-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.

         This Note is one of a duly authorized issue of securities (herein
called the "Securities") of the Company (which term includes any successor
corporation under the Indenture hereinafter referred to) issued and to be
issued pursuant to such Indenture. This Security is one of a series
designated by the Company as its Medium-Term Notes, Series B. The Indenture
does not limit the aggregate principal amount of the Securities.

         The Company issued this Note pursuant to an Indenture, dated as of
September 24, 2001 (herein called the "Indenture"), between the Company and
Wells Fargo Bank, N.A., a national banking association, as trustee (herein

                                     B-2
<Page>


called the "Trustee," which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and Holders of the Notes and of the terms upon which the Notes are,
and are to be, authenticated and delivered.

         The Notes are issuable as Registered Securities, without coupons, in
denominations of $1,000 and any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes are exchangeable for a like aggregate
principal amount of Notes of like tenor of any authorized denomination, as
requested by the Holder surrendering the same, upon surrender of the Note or
Notes to be exchanged at any office or agency described below where Notes may be
presented for registration of transfer.

         The Company may from time to time, without the consent of existing Note
Holders, issue additional Notes having the same terms and conditions (including
maturity and interest payment terms) as previously issued Notes in all respects,
except for issue date, issue price and the first payment of interest. Additional
Notes issued in this manner will be fungible with the previously issued Notes to
the extent specified in the applicable Pricing Supplement.

         This Note may not be redeemed prior to the Earliest Redemption Date set
forth above. If no Earliest Redemption Date is so set forth, this Note is not
redeemable prior to the Maturity Date. This Note is redeemable at any time on or
after the Earliest Redemption Date set forth above at the option of the Company,
in whole or from time to time in part, upon not less than 30 nor more than 60
days' notice mailed to the registered Holder hereof, at the Redemption Price
equal to the amount set forth above, together in each case with accrued interest
to but excluding the Redemption Date.

         Notwithstanding the preceding paragraph, installments of interest whose
Stated Maturity is prior to the Redemption Date of any Note will be payable to
the Holder of such Note, or one or more Predecessor Securities, of record at the
close of business on the relevant Regular Record Dates referred to above, all as
provided in the Indenture.

         All notices of redemption shall state the Redemption Date, the
Redemption Price, if fewer than all the outstanding Notes with the same Original
Issue Date, Interest Rate and Stated Maturity are to be redeemed, the
identification (and, in the case of partial redemption, the principal amounts)
of Notes to be redeemed, that on the Redemption Date the Redemption Price will
become due and payable upon each Note, or portion thereof, to be redeemed, that
interest on each Note, or portion thereof, called for redemption will cease to
accrue on and including the Redemption Date and the place or places where Notes
may be surrendered for redemption. However, payment of the Redemption Price,
together with accrued interest to but excluding the Redemption Date, for a Note
for which a redemption notice has been delivered is conditioned upon delivery of
such Note (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 his attorney duly authorized in
writing) to 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, and at such additional offices or agencies as the Company
may designate, at any time (whether prior to, on or after the Redemption Date)
after delivery of the redemption notice. Payment of the Redemption Price for the
Note (or portion thereof to be redeemed), together with accrued interest to the
Redemption Date, will be made on the later of the Redemption Date or promptly
following the time of delivery of the Note. If fewer than all of the Notes with
the same Original Issue Date, Interest Rate and Stated Maturity are to be
redeemed at any time, selection of such Notes for redemption will be made by the
Trustee by such method as the Trustee shall deem fair and appropriate.


         In the event of redemption of this Note in part only, a new Note or
Notes of like tenor for the aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal of the Notes so surrendered will be
issued in the name of the Holder hereof upon the cancellation hereof.


                                     B-3
<Page>


         For all purposes of this Note and the Indenture, unless the context
otherwise requires, all provisions relating to the redemption by the Company of
Notes shall relate, in the case of any Notes redeemed or to be redeemed by the
Company only in part, to the portion of the principal amount of such Notes which
has been or is to be so redeemed.

         If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.

         The Indenture permits, in certain circumstances therein specified, the
amendment thereof without the consent of the Holders of the Securities. The
Indenture also permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations under the
Indenture of the Company and the rights of Holders of the Securities of each
series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in aggregate principal
amount of the Securities at the time Outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all the Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.

         No reference herein to the Indenture and no provision of this Note or,
subject to the provisions for satisfaction and discharge in Article Eight of the
Indenture, of the Indenture, shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of Notes is registrable in the register of Securities,
upon surrender of a Note for 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, and at such
additional offices or agencies as the Company may designate, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes of like tenor,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

         No service charge shall be made by the Company, the Trustee or the
Registrar for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith (other than exchanges pursuant to
Sections 2.11, 3.6, 9.5 or 10.3 of the Indenture, not involving any transfer).

         Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York, including without limitation,
Sections 5-1401 and 5-1402 of the New York General Obligations Law and New York
Civil Practice Law Rule 327(b).

         All undefined terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.


                                     B-4
<Page>


         IN WITNESS WHEREOF, The Walt Disney Company has caused this Instrument
to be signed by the signature or facsimile signature of its Chairman of the
Board, one of its Vice Chairmen, its President or one of its Vice Presidents, or
its Treasurer or any Assistant Treasurer and attested by its Secretary or one of
its Assistant Secretaries by his or her signature or a facsimile thereof, and
its corporate seal or a facsimile of its corporate seal to be affixed hereunto
or imprinted hereon.

                      (SEAL)      THE WALT DISNEY COMPANY



                                  By: __________________________________________
                                  NAME:  Christine M. McCarthy
                                  TITLE:    Senior Vice President and Treasurer


Attest:


---------------------------------------
NAME:  Marsha L. Reed
TITLE: Vice President and Secretary


                                     B-5
<Page>

                                ABBREVIATIONS

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

<Table>
<S><C>
TEN COM - as tenants in common                       UNIF GIFT MIN ACT _______ Custodian _______
                                                                       (Cust.)           (Minor)
TEN ENT - as tenants by the entireties
                                                     Under Uniform Gifts to Minors Act
 JT TEN - as joint tenants with right
          of survivorship and not as tenants         ___________________________________________
          in common                                                    (State)
</Table>

     Additional abbreviations may also be used though not in the above list.

                               _________________

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

Please Insert Social Security or Employer
Identification Number of Assignee
+--------------------------+
|        -       -         |
+--------------------------+




--------------------------------------------------------------------------------

                   Please Print or Typewrite Name and Address
                      Including Postal Zip Code of Assignee

--------------------------------------------------------------------------------

the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ______________________________________________________attorney to
transfer said Security 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.


                                      B-6
<Page>

                                                                     EXHIBIT "C"

REGISTERED                                                            REGISTERED

NO. FLR-                     MEDIUM-TERM NOTE, SERIES B        PRINCIPAL AMOUNT:
                                  (FLOATING RATE)                 U.S.$
                                                                  CUSIP:

         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 a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary. Unless this certificate is presented by an authorized representative
of The Depository Trust Company, New York, New York ("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 such other name as requested
by an authorized representative of DTC and any payment is made to Cede & Co. or
such other entity as 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 since the registered owner hereof, Cede & Co., has an interest
herein.

<Table>
<S><C>
ORIGINAL ISSUE DATE:                                       ORIGINAL ISSUE PRICE:
MATURITY DATE:                                             EARLIEST REDEMPTION DATE:
INITIAL MATURITY DATE (for Renewable Notes):
FINAL MATURITY DATE (for Renewable Notes):
INITIAL INTEREST RATE:                                     REDEMPTION PRICE:
BASE RATE OR RATES:                                        INTEREST PAYMENT DATES:
   ____ COMMERCIAL PAPER RATE
   ____ LIBOR:
      ____ Reuters Monitor Money Rates Service
      ____ Bridge Telerate, Inc.                           REGULAR RECORD DATES:
      ____ Index Currency
   ____ CD RATE
   ____ FEDERAL FUNDS RATE                                 INTEREST PAYMENT PERIOD:
   ____ TREASURY RATE                                       ____ Monthly
   ____ PRIME RATE                                          ____ Quarterly
   ____ CMT RATE
      ____ Telerate Page 7051
      ____ Telerate Page 7052                               ____ Semiannually
             ____Week                                       ____ Annually
             ____Month
      ____ CMT Maturity Index:______________
    ____ J.J. KENNY RATE
    ____ ELEVENTH DISTRICT COST OF FUNDS RATE
    ____ EURIBOR
   ____ OTHER:___________________________
SPREAD:
   (Indicate plus or minus                                 INTEREST RESET PERIOD:
   and number of basis points)                              ____ Daily
SPREAD MULTIPLIER:     %                                    ____ Weekly
INDEX MATURITY:                                             ____ Monthly
____ 1 Month                                                ____ Quarterly
____ 3 Months                                               ____ Semiannually
____ 6 Months                                               ____ Annually
____ 1 Year
____ OTHER:______________________________                   INTEREST RESET DATES:
              ______________________________                CALCULATION AGENT:
                                                            ____ WELLS FARGO BANK, N.A.


                                      C-1
<Page>

MAXIMUM INTEREST RATE:     %                                ____ OTHER:_____________________
MINIMUM INTEREST RATE:     %

                                ---------------------------
</Table>


                                      C-2
<Page>

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


                                      C-3
<Page>

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 Amount specified above on the Maturity Date specified above and to pay
interest thereon from the Original Issue Date specified above or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for at a rate per annum equal to the Initial Interest Rate specified above until
the first Interest Reset Date specified above following the Original Issue Date
specified above and thereafter at a rate determined in accordance with the
provisions below under the heading "Determination of Commercial Paper Rate,"
"Determination of LIBOR," "Determination of CD Rate," "Determination of Federal
Funds Rate," "Determination of Treasury Rate," "Determination of Prime Rate,"
"Determination of CMT Rate," "Determination of J.J. Kenny Rate," "Determination
of Eleventh District Cost of Funds Rate" or "Determination of EURIBOR" depending
upon whether the applicable Base Rate specified above is the Commercial Paper
Rate, LIBOR, CD Rate, Federal Funds Rate, Treasury Rate, Prime Rate, CMT Rate,
J.J. Kenny Rate, Eleventh District Cost of Funds Rate or EURIBOR, which rate may
be adjusted by adding or subtracting the Spread or multiplying the Base Rate by
the Spread Multiplier depending on whether a Spread or Spread Multiplier is
specified above, until the principal hereof is paid or duly made available for
payment. The "Spread," if any, is the number of basis points to be added to or
subtracted from the Base Rate or Rates, as specified above, and the "Spread
Multiplier," if any, is the percentage of the Base Rate or Rates, as specified
above, by which such Base Rate or Rates are to be multiplied. The "Index
Maturity," if any, is the period to maturity of the instrument or obligation
with respect to which the related Base Rate or Rates are calculated, as
designated above. If more than one Base Rate is specified above, the applicable
Base Rate shall be the lowest of such Base Rates on the Interest Determination
Date. The Company will pay interest in arrears monthly, quarterly, semiannually
or annually as specified above under "Interest Payment Period," commencing with
the first Interest Payment Date specified above next succeeding the Original
Issue Date and thereafter on the Interest Payment Dates as specified above, and
at Maturity. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in the Indenture (as defined
below), be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date set forth above (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date; PROVIDED, HOWEVER, that the interest
payment at Maturity shall be payable to the Person to whom principal shall be
payable. If the Maturity of this Note falls on a day that is not a Business Day,
the payment of principal and interest may be made on the next succeeding
Business Day, and no interest on such payment shall accrue for the period from
and after the Maturity. Except as otherwise provided in the Indenture, any
interest not punctually paid or duly provided for on any Interest Payment Date
(herein called "Defaulted Interest") will forthwith cease to be payable to the
Holder on the Regular Record Date with respect to such Interest Payment Date and
may either be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee (as defined below), notice of which shall be given to Holders of Notes
not less than ten days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in the Indenture.
Payment of the principal of and interest, if any, on this Note 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, and at such additional 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, payments of principal of
and interest on this Note may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the register of
Securities or by wire transfer of immediately available funds to the account of
the Holder of this Note if appropriate wire transfer instructions have been
received in writing by the Trustee not less than 15 days prior to the applicable
payment date. Notwithstanding the foregoing, the Company will make payments of
interest, if any, on any Interest Payment Date other than the Maturity Date to
each registered Holder of $10,000,000 (or, if the payment currency is other than
United States dollars, the equivalent thereof in the particular payment
currency) or more in aggregate principal amount of definitive Notes (whether
having identical or different terms and provisions) by wire transfer of
immediately available funds if the applicable registered Holder has delivered
appropriate wire transfer instructions in writing to the Trustee not less than
15 days prior to the particular Interest Payment Date. Any wire transfer
instructions received by the Trustee shall remain in effect until revoked by the
applicable registered Holder.


                                      C-4
<Page>

         Reference is hereby made to the further provisions of this Note set
forth below, 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 co-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.

         This Note is one of a duly authorized issue of securities (herein
called the "Securities") of the Company (which term includes any successor
corporation under the Indenture hereinafter referred to) issued and to be issued
pursuant to such Indenture. This Security is one of a series designated by the
Company as its Medium-Term Notes, Series B. The Indenture does not limit the
aggregate principal amount of the Securities.

         The Company issued this Note pursuant to an Indenture, dated as of
September 24, 2001 (herein called the "Indenture"), between the Company and
Wells Fargo Bank, N.A., a national banking association, as trustee (herein
called the "Trustee," which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and Holders of the
Notes and of the terms upon which the Notes are, and are to be, authenticated
and delivered.

         The Notes are issuable as Registered Securities, without coupons, in
denominations of $1,000 and any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes are exchangeable for a like aggregate
principal amount of Notes of like tenor of any authorized denomination, as
requested by the Holder surrendering the same, upon surrender of the Note or
Notes to be exchanged at any office or agency described below where Notes may be
presented for registration of transfer.

         The Company may from time to time, without the consent of existing Note
Holders, issue additional Notes having the same terms and conditions (including
maturity and interest payment terms) as previously issued Notes in all respects,
except for issue date, issue price and the first payment of interest. Additional
Notes issued in this manner will be fungible with the previously issued Notes to
the extent specified in the applicable Pricing Supplement.


         This Note may not be redeemed prior to the Earliest Redemption Date set
forth above. If no Earliest Redemption Date is so set forth, this Note is not
redeemable prior to the Maturity Date. This Note is redeemable at any time on or
after the Earliest Redemption Date set forth above at the option of the Company,
in whole or from time to time in part, upon not less than 30 nor more than 60
days' notice mailed to the registered Holder hereof, at the Redemption Price
equal to the amount set forth above, together in each case with accrued interest
to but excluding the Redemption Date.

         Notwithstanding the preceding paragraph, installments of interest whose
Stated Maturity is prior to the Redemption Date of any Note will be payable to
the Holder of such Note, or one or more Predecessor Securities, of record at the
close of business on the relevant Regular Record Dates referred to above, all as
provided in the Indenture.

         All notices of redemption shall state the Redemption Date, the
Redemption Price, if fewer than all the outstanding Notes with the same Original
Issue Date, Base Rate or Rates and Stated Maturity are to be redeemed, the
identification (and, in the case of partial redemption, the principal amounts)
of Notes to be redeemed, that on and including the Redemption Date the
Redemption Price will become due and payable upon each Note, or portion thereof,
to be redeemed, that interest on each Note, or portion thereof, called for
redemption will cease to accrue on the Redemption Date and the place or places
where Notes may be surrendered for redemption. However, payment of the
Redemption Price, together with accrued interest to but excluding the Redemption
Date, for a Note for which a redemption notice has been delivered is conditioned
upon delivery of such Note (with, if the Company or


                                      C-5
<Page>

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 his attorney duly authorized in writing) to 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, and at such additional offices or agencies as the Company may
designate, at any time (whether prior to, on or after the Redemption Date)
after delivery of the redemption notice. Payment of the Redemption Price for
the Note (or portion thereof to be redeemed), together with accrued interest
to the Redemption Date, will be made on the later of the Redemption Date or
promptly following the time of delivery of the Note. If fewer than all of the
Notes with the same Original Issue Date, Base Rate or Rates and Stated
Maturity are to be redeemed at any time, selection of such Notes for
redemption will be made by the Trustee by such method as the Trustee shall
deem fair and appropriate.

         In the event of redemption of this Note in part only, a new Note or
Notes of like tenor for the aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal of the Notes so surrendered will be
issued in the name of the Holder hereof upon the cancellation hereof.

         For all purposes of this Note and the Indenture, unless the context
otherwise requires, all provisions relating to the redemption by the Company of
Notes shall relate, in the case of any Notes redeemed or to be redeemed by the
Company only in part, to the portion of the principal amount of such Notes which
has been or is to be so redeemed.

         Commencing with the first Interest Reset Date specified above following
the Original Issue Date, the rate at which interest on this Note is payable
shall be adjusted daily, weekly, monthly, quarterly, semiannually or annually as
specified above under "Interest Reset Period." If any Interest Reset Date
specified above would otherwise be a day that is not a Business Day, such
Interest Reset Date shall be postponed to the next succeeding day that is a
Business Day, except that if the rate of interest on this Note shall be
determined with reference to the provisions under the heading "Determination of
LIBOR" or "Determination of EURIBOR" below, and such Business Day is in the next
succeeding calendar month, such Interest Reset Date shall be the last Business
Day in the preceding month. If any Interest Payment Date (other than an Interest
Payment Date occurring on the Maturity Date) specified above falls on a day that
is not a Business Day, such Interest Payment Date shall be the following day
that is a Business Day, except that if the rate of interest on the Note shall be
determined with reference to the provisions under the heading "Determination of
LIBOR" or "Determination of EURIBOR" below, and such Business Day is in the next
succeeding calendar month, such Interest Payment Date shall be the immediately
preceding day that is a Business Day. "Business Day" means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which
commercial banks are authorized or required by law, regulation or executive
order to close in The City of New York; PROVIDED, HOWEVER, that with respect to
Notes the payment of which is to be made in a denominated currency other than
U.S. dollars, such day is also not a day on which commercial banks are
authorized or required by law, regulation or executive order to close in the
Principal Financial Center of the country of such denominated currency;
PROVIDED, HOWEVER, that with respect to LIBOR Notes only, such day is also a
London Business Day; AND PROVIDED, FURTHER, that with respect to EURIBOR Notes
and notes denominated in Euros only, such day is also a TARGET Business Day.
"London Business Day" means any day on which commercial banks are open for
business (including dealings in the LIBOR currency) in London. "TARGET Business
Day" means any day on which the Trans-European Automated Real-Time Gross
Settlement Express Transfer System is open. "Principal Financial Center" means,
as applicable: (a) the capital city of the country issuing the payment currency;
or (b) the capital city of the country to which the LIBOR currency relates;
PROVIDED, HOWEVER, that with respect to United States dollars, Australian
dollars, Canadian dollars, Deutsche marks, Dutch guilders, Italian lire,
Portuguese escudos, South African rand and Swiss francs, the "Principal
Financial Center" shall be The City of New York, Sydney and (solely in the case
of the payment currency) Melbourne, Toronto, Frankfurt, Amsterdam, Milan, London
(solely in the case of the LIBOR currency), Johannesburg and Zurich,
respectively. The interest rate applicable to each Interest Reset Period
commencing on the Interest Reset Date or dates with respect to such Interest
Reset Period will be the rate determined on the applicable "Interest
Determination Date" determined as specified below. The rate of interest in
effect with respect to this Note on each day that is not an Interest Reset Date
will be the interest rate determined as of the Interest Determination Date
pertaining to the immediately preceding Interest Reset Date and the interest
rate in effect on any day that is an Interest Reset Date will be the interest
rate determined as of the Interest Determination Date pertaining to such


                                      C-6
<Page>

Interest Reset Date, subject in either case to any applicable provisions of law
and any Maximum Interest Rate or Minimum Interest Rate limitations specified
above; PROVIDED, HOWEVER, that the interest rate in effect with respect to this
Note for the period from the Original Issue Date to the first Interest Reset
Date will be the Initial Interest Rate specified above.

         In addition to any Maximum Interest Rate specified above, the interest
rate on this Note will in no event be higher than the maximum rate permitted by
New York law, as the same may be modified by United States law of general
application.

         All percentages resulting from any calculation on this Note will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upward, and all
amounts used in or resulting from such calculation on this Note will be rounded,
in the case of United States dollars, to the nearest cent, or in the case of a
foreign currency, to the nearest unit (with one-half cent or unit being rounded
upward).

DETERMINATION OF COMMERCIAL PAPER RATE. If the Commercial Paper Rate is the Base
Rate or one of the Base Rates specified above, the interest rate payable with
respect to this Note shall be calculated by the Calculation Agent with reference
to the Commercial Paper Rate and the Spread or Spread Multiplier, if any,
specified above, in accordance with the following provisions:

                  "Commercial Paper Rate" means, with respect to any Interest
         Determination Date specified below (a "Commercial Paper Rate Interest
         Determination Date"), the Money Market Yield (as defined below) on such
         date of the rate for commercial paper having the Index Maturity
         specified above as published in H.15(519), under the heading
         "Commercial Paper-Nonfinancial." In the event that such rate is not
         published by 3:00 P.M., New York City time, on the Calculation Date
         pertaining to such Commercial Paper Rate Interest Determination Date,
         then the Commercial Paper Rate will be the Money Market Yield on such
         Commercial Paper Interest Determination Date of the rate for commercial
         paper of the Index Maturity specified above as published in H.15 Daily
         Update, or such other recognized electronic source used for the purpose
         of displaying the applicable rate, under the heading "Commercial
         Paper-Nonfinancial." If such rate is not published in either H.15(519)
         or H.15 Daily Update by 3:00 P.M., New York City time, on such
         Calculation Date, then the Commercial Paper Rate will be calculated by
         the Calculation Agent and will be the Money Market Yield of the
         arithmetic mean of the offered rates, as of approximately 11:00 A.M.,
         New York City time, on such Commercial Paper Interest Determination
         Date, of three leading dealers of United States dollar commercial paper
         in New York, New York (which may include one or more of the Agents or
         their affiliates) selected by the Calculation Agent (after consultation
         with the Company) for commercial paper of the Index Maturity specified
         above placed for an industrial issuer whose bond rating is "AA," or the
         equivalent, from a nationally recognized statistical rating agency;
         PROVIDED, HOWEVER, that if the dealers selected as aforesaid by the
         Calculation Agent are not quoting as mentioned in this sentence, the
         rate of interest in effect for the applicable period will be the same
         as the interest rate in effect on such Commercial Paper Interest
         Determination Date.

                  "Money Market Yield" shall be a yield (expressed as a
         percentage) calculated in accordance with the following formula:

                                    D X 360
            Money Market Yield =   ---------    X 100
                                 360 - (D X M)


         where "D" refers to the applicable per annum rate for commercial paper
         quoted on a bank discount basis and expressed as a decimal and "M"
         refers to the actual number of days in the interest period for which
         interest is being calculated.

         "H.15(519)" as used herein means the weekly statistical release
designated as H.15(519), or any successor publication, published by the Board of
Governors of the Federal Reserve System.


                                      C-7
<Page>

         "H.15 Daily Update" as used herein means the daily update of H.15(519),
available through the world-wide-web site of the Board of Governors of the
Federal Reserve System at http:/www.bog.frb.fed.us/releases/h15/update, or any
successor site or publication.


DETERMINATION OF LIBOR. If LIBOR is the Base Rate or one of the Base Rates
specified above, the interest rate payable with respect to this Note shall be
calculated by the Calculation Agent with reference to LIBOR and the Spread or
Spread Multiplier, if any, specified above, in accordance with the following
provisions:

                  With respect to any Interest Determination Date specified
         below (a "LIBOR Interest Determination Date"), LIBOR will be determined
         as follows: (a) if "LIBOR Reuters" is specified above, the arithmetic
         mean of the offered rates for deposits in the Index Currency having the
         Index Maturity specified above, commencing on the second London
         Business Day immediately following such LIBOR Interest Determination
         Date, that appears on the LIBOR Page (as defined below) as of 11:00
         A.M., London time, on that LIBOR Interest Determination Date, if at
         least two such offered rates appear on the LIBOR Page, or (b) if "LIBOR
         Telerate" is specified above or if neither "LIBOR Reuters" nor "LIBOR
         Telerate" is specified above, the rate for deposits in the Index
         Currency having the Index Maturity specified above, commencing on the
         second London Business Day immediately following such LIBOR Interest
         Determination Date, that appears on the LIBOR Page (as defined below)
         as of 11:00 A.M., London time, on such LlBOR Interest Determination
         Date. "LIBOR Page" means either: (1) if "LIBOR Reuters" is specified
         above, the display on the Reuter Monitor Money Rates Service (or any
         successor service) on the page specified above (or any other page as
         may replace that page on that service) for the purpose of displaying
         the London interbank rates of major banks for the index currency; or
         (2) if "LIBOR Telerate" is specified above or neither "LIBOR Reuters"
         nor "LIBOR Telerate" is specified above as the method for calculating
         LIBOR, the display on Bridge Telerate, Inc. (or any successor service)
         on the page specified above (or any other page as may replace such page
         on such service) for the purpose of displaying the London interbank
         rates of major banks for the index currency. If fewer than two offered
         rates appear on the LIBOR Page, or if no rate appears on the LIBOR
         Page, as applicable, LIBOR in respect of that LlBOR Interest
         Determination Date will be determined as if the parties had specified
         the rate described below.

                  If fewer than two offered rates appear on the LIBOR Page or if
         no rate appears on the LIBOR Page, as applicable, LIBOR will be
         determined as of approximately 11:00 A.M., London time, on such LIBOR
         Interest Determination Date on the basis of the rate at which deposits
         in the applicable Index Currency having the Index Maturity specified
         above are offered by four major reference banks (which may include
         affiliates of the Agents) in the London interbank market selected by
         the Calculation Agent (after consultation with the Company) commencing
         on the second London Business Day immediately following such LIBOR
         Interest Determination Date and in a principal amount equal to an
         amount that is representative for a single transaction in such market
         at such time. The Calculation Agent will request the principal London
         office of each of such banks to provide a quotation of its rate. If at
         least two such quotations are provided, then LIBOR for such LIBOR
         Interest Determination Date will be the arithmetic mean of such
         quotations. If fewer than two quotations are provided, then LIBOR for
         such LIBOR Interest Determination Date will be the arithmetic mean of
         the rates quoted as of approximately 11:00 A.M. in the applicable
         Principal Financial Center (as defined above), on such LIBOR Interest
         Determination Date by three major banks (which may include affiliates
         of the Agents) in such Principal Financial Center selected by the
         Calculation Agent (after consultation with the Company) for loans in
         the applicable Index Currency to leading European banks having the
         specified Index Maturity, and in a principal amount equal to an amount
         of not less than $1,000,000 (or the equivalent in the Index Currency,
         if the Index Currency is not the U.S. dollar) and that is
         representative for a single transaction in such market at such time;
         PROVIDED, HOWEVER, that if the banks selected as aforesaid by the
         Calculation Agent are not quoting as mentioned in this sentence, the
         rate of interest in effect for the applicable period will be the same
         as the interest rate in effect on such LIBOR Interest Determination
         Date.


                                      C-8
<Page>

                  "Index Currency" means the index currency (including composite
         currencies) specified above as the currency for which LIBOR shall be
         calculated. If no such index currency is specified above, the Index
         Currency shall be U.S. dollars.

DETERMINATION OF CD RATE. If the CD Rate is the Base Rate specified above, the
interest rate payable with respect to this Note shall be calculated by the
Calculation Agent with reference to the CD Rate and the Spread or Spread
Multiplier, if any, specified above, in accordance with the following
provisions:

                  "CD Rate" means, with respect to any Interest Determination
         Date specified below (a "CD Interest Determination Date"), the rate on
         such date for negotiable certificates of deposit having the Index
         Maturity designated above, as such rate published in H.15(519) under
         the caption "CDs (Secondary Market)" or, if not yet published by 3:00
         P.M., New York City time, on the Calculation Date pertaining to such CD
         Interest Determination Date, the CD Rate will be the rate on such CD
         Interest Determination Date for negotiable certificates of deposit of
         the Index Maturity as published in H.15 Daily Update, or such other
         recognized electronic source used for the purpose of displaying the
         applicable rate, under the caption "CDs (secondary market)". If by 3:00
         P.M., New York City time, on the Calculation Date pertaining to such CD
         Interest Determination Date such rate is not yet published in either
         H.15(519) or H.15 Daily Update, then the CD Rate on such CD Interest
         Determination Date will be calculated by the Calculation Agent and will
         be the arithmetic mean of the secondary market offered rates as of
         10:00 A.M., New York City time, on such CD Interest Determination Date,
         of three leading non-bank dealers in negotiable U.S. dollar
         certificates of deposit in The City of New York (which may include one
         or more of the Agents or their affiliates) selected by the Calculation
         Agent (after consultation with Disney) for negotiable certificates of
         deposit of major United States money market banks for negotiable United
         States certificates of deposit with a remaining maturity closest to the
         Index Maturity specified above in an amount that is representative for
         a single transaction in that market at that time; PROVIDED, HOWEVER,
         that if the dealers selected as aforesaid by the Calculation Agent are
         not quoting as set forth above, the rate of interest in effect for the
         applicable period will be the same as the interest rate in effect on
         such CD Interest Determination Date.

DETERMINATION OF FEDERAL FUNDS RATE. If the Federal Funds Rate is the Base Rate
specified above, the interest rate payable with respect to this Note shall be
calculated by the Calculation Agent with reference to the Federal Funds Rate and
the Spread or Spread Multiplier, if any, specified above, in accordance with the
following provisions:

                  "Federal Funds Rate" means, with respect to any Interest
         Determination Date specified below (a "Federal Funds Interest
         Determination Date"), the rate on such date for Federal Funds as
         published in H.15(519) under the heading "Federal Funds (Effective)"
         and displayed on Bridge Telerate, Inc. (or any successor service) on
         page 120 (or any other page as may replace the specified page on that
         service) ("Telerate Page 120") or, if the rate does not so appear on
         Telerate Page 120 or is not so published by 3:00 P.M., New York City
         time, on the Calculation Date pertaining to such Federal Funds Interest
         Determination Date, the Federal Funds Rate will be the rate on such
         Federal Funds Interest Determination Date for United States dollar
         federal funds as published in H.15 Daily Update, or such other
         recognized electronic source used for the purpose of displaying the
         applicable rate, under the caption "Federal Funds (Effective)". If, by
         3:00 P.M., New York City time, on the Calculation Date pertaining to
         such Federal Funds Interest Determination Date such rate is not yet
         published in H.15(519), the Federal Funds Rate for such Federal Funds
         Interest Determination Date will be calculated by the Calculation Agent
         and will be the arithmetic mean of the rates for the last transaction
         in overnight United States dollars Federal Funds arranged by three
         leading brokers of Federal Funds transactions in The City of New York
         (which may include one or more of the Agents or their affiliates),
         which brokers have been selected by the Calculation Agent (after
         consultation with Disney), as of 9:00 A.M., New York City time, on such
         Federal Funds Interest Determination Date; PROVIDED, HOWEVER, that, if
         the brokers selected as aforesaid by the Calculation Agent are not
         quoting as set forth above, the rate of interest in effect for the
         applicable period will be the same as the interest rate in effect on
         such Federal Funds Interest Determination Date.



                                      C-9
<Page>

DETERMINATION OF TREASURY RATE. If the Treasury Rate is the Base Rate specified
above, the interest rate payable with respect to this Note shall be calculated
by the Calculation Agent with reference to the Treasury Rate and the Spread or
Spread Multiplier, if any, specified above, in accordance with the following
provisions:

                  "Treasury Rate" means, with respect to any Interest
         Determination Date specified below (a "Treasury Rate Interest
         Determination Date"), the rate from the auction held on the Treasury
         Rate Interest Determination Date (the "Auction") of direct obligations
         of the United States ("Treasury Bills") having the Index Maturity
         specified above, under the caption "INVESTMENT RATE" on the display on
         Bridge Telerate, Inc. (or any successor service) on page 56 (or any
         other page as may replace that page on that service) ("Telerate Page
         56") or page 57 (or any other page as may replace that page on that
         service) ("Telerate Page 57"), or, if not published by 3:00 P.M., New
         York City time, on the Calculation Date pertaining to such Treasury
         Rate Interest Determination Date, the Bond Equivalent Yield (as defined
         below) of the rate for the applicable Treasury Bills as published in
         H.15 Daily Update, or another recognized electronic source used for the
         purpose of displaying the applicable rate, under the caption "U.S.
         Government Securities/Treasury Bills/Auction High". If the rate
         referred to in the preceding sentence is not so published by 3:00 P.M.,
         New York City time, on the related Calculation Date, the Treasury Rate
         for that Treasury Rate Interest Determination Date will be the Bond
         Equivalent Yield of the auction rate of the applicable Treasury Bills
         as announced by the United States Department of the Treasury. If the
         rate referred to in the preceding sentence is not so announced by the
         United States Department of the Treasury, or if the Auction is not
         held, the Treasury Rate for that Treasury Rate Interest Determination
         Date will be the Bond Equivalent Yield of the rate on that Treasury
         Rate Interest Determination Date of the applicable Treasury Bills as
         published in H.15(519) under the caption "U.S. Government
         Securities/Treasury Bills/Secondary Market". If the rate referred to in
         the preceding sentence is not so published by 3:00 P.M., New York City
         time, on the related Calculation Date, the Treasury Rate for that
         Treasury Rate Interest Determination Date will be the rate on that
         Treasury Rate Interest Determination Date of the applicable Treasury
         Bills as published in H.15 Daily Update, or another recognized
         electronic source used for the purpose of displaying the applicable
         rate, under the caption "U.S. Government Securities/Treasury
         Bills/Secondary Market". If the rate referred to in the preceding
         sentence is not so published by 3:00 P.M., New York City time, on the
         related Calculation Date, the Treasury Rate for that Treasury Rate
         Interest Determination Date will be the rate on that Treasury Rate
         Interest Determination Date calculated by the Calculation Agent as the
         Bond Equivalent Yield of the arithmetic mean of the secondary market
         bid rates, as of approximately 3:30 P.M., New York City time, on such
         Treasury Rate Interest Determination Date, of three leading primary
         United States government securities dealers (which may include one or
         more of the Agents or their affiliates) selected by the Calculation
         Agent (after consultation with the Company), for the issue of Treasury
         Bills with a remaining maturity closest to the Index Maturity specified
         above; PROVIDED, HOWEVER, that if the dealers selected as aforesaid by
         the Calculation Agent are not quoting as set forth in this sentence,
         the rate of interest in effect for the applicable period will be the
         same as the interest rate in effect on such Treasury Rate Interest
         Determination Date.

                  "Bond Equivalent Yield" means a yield (expressed as a
         percentage) calculated in accordance with the following formula:

                                               D X N
              Bond Equivalent Yield  -     -------------    X   100
                                           360 - (D X M)

         where "D" refers to the applicable per annum rate for Treasury Bills
         quoted on a bank discount basis and expressed as a decimal, "N" refers
         to 365 or 366, as the case may be, and "M" refers to the actual number
         of days in the applicable Interest Reset Period.

                                     C-10
<Page>

DETERMINATION OF PRIME RATE. If the Prime Rate is the Base Rate or one of the
Base Rates specified above, the interest rate payable with respect to this Note
shall be calculated by the Calculation Agent with reference to the Prime Rate
and the Spread or Spread Multiplier, if any, specified above, in accordance with
the following provisions:

                  "Prime Rate" means, with respect to any Interest Determination
         Date specified below (a "Prime Rate Interest Determination Date"), the
         rate published in H.15(519) for such date under the caption "Bank Prime
         Loan" or, if not so published by 3:00 P.M., New York City time, on the
         Calculation Date pertaining to that Prime Rate Interest Determination
         Date, the rate on that Prime Rate Interest Determination Date as
         published in H.15 Daily Update or such other recognized electronic
         source used for the purpose of displaying the applicable rate, under
         the caption "Bank Prime Loan". If neither rate is so published by 3:00
         P.M., New York City time, on the Calculation Date, the Prime Rate for
         such Prime Rate Interest Determination Date will be calculated by the
         Calculation Agent as the arithmetic mean of the rates of interest
         publicly announced by each bank that appears on the Reuters Screen
         USPRIME1 (as defined below) as such bank's prime rate or base lending
         rate as of 11:00 A.M., New York City time, on such Prime Rate Interest
         Determination Date, or if fewer than four such rates appear on the
         Reuters Screen USPRIME1 for such Prime Rate Interest Determination
         Date, the rate shall be the arithmetic mean of the prime rates quoted
         on the basis of the actual number of days in the year divided by 360 as
         of the close of business on such Prime Rate Interest Determination Date
         by three major banks (which may include one or more of the Agents or
         their affiliates) in The City of New York selected by the Calculation
         Agent (after consultation with Disney). If the banks selected by the
         Calculation Agent are not quoting as mentioned in the preceding
         sentence, the "Prime Rate" for the Interest Reset Period will be the
         same as the Prime Rate for the immediately preceding Interest Reset
         Period (or, if there was no such Interest Reset Period, the rate of
         interest payable on the Prime Rate notes for which the Prime Rate is
         being determined shall be the Initial Interest Rate). Unless otherwise
         specified in the applicable Pricing Supplement, "Reuters Screen
         USPRIME1" means the display designated as page "USPRIME1" on the
         Reuters Monitor Money Rates Service, or any successor service or page,
         for the purpose of displaying prime rates or base lending rates of
         major United States banks.

DETERMINATION OF CMT RATE. If CMT Rate is the Base Rate or one of the Base Rates
specified above, the interest rate payable with respect to this Note shall be
calculated by the Calculation Agent with reference to the CMT Rate and the
Spread or Spread Multiplier, if any, specified above, in accordance with the
following provisions:

                  "CMT Rate" means, with respect to any Interest Determination
         Date specified below (a "CMT Interest Determination Date") relating to
         a CMT Rate Note or any Floating Rate Note for which the interest rate
         is determined with reference to the CMT Rate, if CMT Telerate Page 7051
         is specified above:

                  (a) the percentage equal to the yield for United States
         Treasury securities at "constant maturity" having the Index Maturity
         specified above as published in H.15(519) under the caption "Treasury
         Constant Maturities", as the yield is displayed on Bridge Telerate,
         Inc. (or any successor service) on page 7051 (or any other page as may
         replace the specified page on that service) ("Telerate Page 7051"), for
         that CMT Interest Determination Date, or

                  (b) if the rate referred to in clause (a) does not so appear
         on Telerate Page 7051, the percentage equal to the yield for United
         States Treasury securities at "constant maturity" having the particular
         index maturity and for that CMT Interest Determination Date as
         published in H.15(519) under the caption "Treasury Constant
         Maturities", or

                  (c) if the rate referred to in clause (b) does not so appear
         in H.15(519), the rate on that CMT Interest Determination Date for the
         period of the particular Index Maturity as may then be published by
         either the Federal Reserve System Board of Governors or the United
         States Department of the Treasury that the Calculation Agent determines
         to be comparable to the rate which would otherwise have been published
         in H.15(519), or

                  (d) if the rate referred to in clause (c) is not so published,
         the rate on that CMT Interest Determination Date calculated by the
         Calculation Agent as a yield to maturity based on the arithmetic mean
         of the secondary

                                     C-11
<Page>

         market bid prices at approximately 3:30 P.M., New York City
         time, on that CMT Interest Determination Date of three leading
         primary United States government securities dealers in The City of New
         York (which may include one or more of the Agents or their affiliates)
         (each, a "Reference Dealer"), selected by the Calculation Agent from
         five Reference Dealers selected by the Calculation Agent and
         eliminating the highest quotation, or, in the event of equality, one of
         the highest, and the lowest quotation or, in the event of equality, one
         of the lowest, for United States Treasury securities with an original
         maturity equal to the particular Index Maturity, a remaining term to
         maturity no more than 1 year shorter than that Index Maturity and in a
         principal amount that is representative for a single transaction in the
         securities in that market at that time, or

                  (e) if fewer than five but more than two of the prices
         referred to in clause (d) are provided as requested, the rate on that
         CMT Interest Determination Date calculated by the Calculation Agent
         based on the arithmetic mean of the bid prices obtained and neither the
         highest nor the lowest of the quotations shall be eliminated, or

                  (f) if fewer than three prices referred to in clause (d) are
         provided as requested, the rate on that CMT Interest Determination Date
         calculated by the Calculation Agent as a yield to maturity based on the
         arithmetic mean of the secondary market bid prices as of approximately
         3:30 P.M., New York City time, on that CMT Interest Determination Date
         of three Reference Dealers selected by the Calculation Agent from five
         Reference Dealers selected by the Calculation Agent and eliminating the
         highest quotation or, in the event of equality, one of the highest and
         the lowest quotation or, in the event of equality, one of the lowest,
         for United States Treasury securities with an original maturity greater
         than the particular Index Maturity, a remaining term to maturity
         closest to that Index Maturity and in a principal amount that is
         representative for a single transaction in the securities in that
         market at that time, or

                  (g) if fewer than five but more than two prices referred to in
         clause (f) are provided as requested, the rate on that CMT Interest
         Determination Date calculated by the Calculation Agent based on the
         arithmetic mean of the bid prices obtained and neither the highest nor
         the lowest of the quotations will be eliminated, or

                  (h) if fewer than three prices referred to in clause (f) are
         provided as requested, the CMT Rate in effect on that CMT Interest
         Determination Date;

if CMT Telerate Page 7052 is specified above:

                  (a) the percentage equal to the one-week or one-month, as
         specified above, average yield for United States Treasury securities at
         "constant maturity" having the Index Maturity specified above as
         published in H.15(519) opposite the caption "Treasury Constant
         Maturities", as the yield is displayed on Bridge Telerate, Inc. (or any
         successor service) (on page 7052 or any other page as may replace the
         specified page on that service) ("Telerate Page 7052"), for the week or
         month, as applicable, ended immediately preceding the week or month, as
         applicable, in which that CMT Interest Determination Date falls, or

                  (b) if the rate referred to in clause (a) does not so appear
         on Telerate Page 7052, the percentage equal to the one-week or
         one-month, as specified above, average yield for United States Treasury
         securities at "constant maturity" having the particular Index Maturity
         and for the week or month, as applicable, preceding that CMT Interest
         Determination Date as published in H.15(519) opposite the caption
         "Treasury Constant Maturities," or

                  (c) if the rate referred to in clause (b) does not so appear
         in H.15(519), the one-week or one-month, as specified above, average
         yield for United States Treasury securities at "constant maturity"
         having the particular Index Maturity as otherwise announced by the
         Federal Reserve Bank of New York for the week or month, as applicable,
         ended immediately preceding the week or month, as applicable, in which
         that CMT Interest Determination Date falls, or

                  (d) if the rate referred to in clause (c) is not so published,
         the rate on that CMT Interest Determination Date calculated by the
         Calculation Agent as a yield to maturity based on the arithmetic mean
         of the secondary

                                     C-12
<Page>

         market bid prices at approximately 3:30 P.M., New York City
         time, on that CMT Interest Determination Date of three Reference
         Dealers selected by the Calculation Agent from five Reference Dealers
         selected by the Calculation Agent and eliminating the highest
         quotation, or, in the event of equality, one of the highest, and the
         lowest quotation or, in the event of equality, one of the lowest, for
         United States Treasury securities with an original maturity equal to
         the particular Index Maturity, a remaining term to maturity no more
         than 1 year shorter than that Index Maturity and in a principal amount
         that is representative for a single transaction in the securities in
         that market at that time, or

                  (e) if fewer than five but more than two of the prices
         referred to in clause (d) are provided as requested, the rate on that
         CMT Interest Determination Date calculated by the Calculation Agent
         based on the arithmetic mean of the bid prices obtained and neither the
         highest nor the lowest of the quotations shall be eliminated, or

                  (f) if fewer than three prices referred to in clause (d) are
         provided as requested, the rate on that CMT Interest Determination Date
         calculated by the Calculation Agent as a yield to maturity based on the
         arithmetic mean of the secondary market bid prices as of approximately
         3:30 P.M., New York City time, on that CMT Interest Determination Date
         of three Reference Dealers selected by the Calculation Agent from five
         Reference Dealers selected by the Calculation Agent and eliminating the
         highest quotation or, in the event of equality, one of the highest and
         the lowest quotation or, in the event of equality, one of the lowest,
         for United States Treasury securities with an original maturity greater
         than the particular Index Maturity, a remaining term to maturity
         closest to that Index Maturity and in a principal amount that is
         representative for a single transaction in the securities in that
         market at the time, or

                  (g) if fewer than five but more than two prices referred to in
         clause (f) are provided as requested, the rate on that CMT Interest
         Determination Date calculated by the Calculation Agent based on the
         arithmetic mean of the bid prices obtained and neither the highest or
         the lowest of the quotations will be eliminated, or

                  (h) if fewer than three prices referred to in clause (f) are
         provided as requested, the CMT Rate in effect on that CMT Interest
         Determination Date.

         If two United States Treasury securities with an original maturity
greater than the Index Maturity specified above have remaining terms to maturity
equally close to the particular Index Maturity, the quotes for the United States
Treasury security with the shorter original remaining term to maturity will be
used.

DETERMINATION OF J.J. KENNY RATE. If the J.J. Kenny Rate is the Base Rate or one
of the Base Rates specified above, the interest rate payable with respect to
this Note shall be calculated by the Calculation Agent with reference to the
J.J. Kenny Rate and the Spread or Spread Multiplier, if any, specified above, in
accordance with the following provisions:

                  "J.J. Kenny Rate" means, with respect to any Interest
         Determination Date specified below (a "J.J. Kenny Rate Interest
         Determination Date"), the per annum rate on the date equal to the index
         made available and subsequently published by Kenny Information Systems
         or its successor. The rate will be based upon 30-day yield evaluations
         at par of bonds of not less than five "high grade" component issuers.
         The bonds evaluated will be bonds on which the interest is excludable
         from gross income for federal income tax purposes under the Internal
         Revenue Code of 1986. Kenny Information Systems will select such
         issuers from time to time, including issuers of general obligation
         bonds. However, the bonds on which the index is based will not include
         any bonds the interest on which may trigger an "alternative minimum
         tax" or similar tax under the Code, unless such tax may be imposed on
         all tax-exempt bonds. If such rate is not made available by 3:00 P.M.,
         New York City time, on the Calculation Date pertaining to that J.J.
         Kenny Interest Determination Date, the J.J. Kenny Rate will be the rate
         quoted by a successor indexing agent selected by the Calculation Agent
         (after consultation with Disney). This rate will be equal to the
         prevailing rate for bonds included in the highest short-term rating
         category by Moody's Investors Service, Inc. and Standard & Poor's
         Corporation for issuers selected by such successor indexing agent most
         closely resembling the "high grade" component issuers selected by Kenny
         Information Systems. The bonds for which

                                     C-13
<Page>

         rates are quoted will be bonds that may be tendered by their holders
         for purchase on not more than seven days' notice and the interest on
         which: is variable on a weekly basis; is excludable from gross income
         for federal income tax purposes under the Code; and does not give rise
         to an "alternate minimum tax" or similar tax under the Code, unless all
         tax-exempt bonds give rise to such a tax. If a successor indexing agent
         is not available, the J.J. Kenny Rate on the J.J. Kenny Interest
         Determination Date will be the J.J. Kenny Rate for the immediately
         preceding Interest Reset Period. If there was no such Interest Reset
         Period, the J.J. Kenny Rate will be the Initial Interest Rate.

DETERMINATION OF ELEVENTH DISTRICT COST OF FUNDS RATE. If the Eleventh District
Cost of Funds Rate is the Base Rate or one of the Base Rates specified above,
the interest rate payable with respect to this Note shall be calculated by the
Calculation Agent with reference to the Eleventh District Cost of Funds Rate and
the Spread or Spread Multiplier, if any, specified above, in accordance with the
following provisions:

                  "Eleventh District Cost of Funds Rate" means, with respect to
         any Interest Determination Date specified below (an "Eleventh District
         Cost of Funds Interest Determination Date"), the rate equal to the
         monthly weighted average cost of funds for the calendar month
         immediately preceding the month in which the Eleventh District Cost of
         Funds Interest Determination Date falls as set forth under the caption
         "11th District" on the display on Bridge Telerate, Inc. (or any
         successor service) on page 7058 (or any other page as may replace the
         specified page on that service) ("Telerate Page 7058") as of 11:00
         A.M., San Francisco time, on the Eleventh District Cost of Funds
         Interest Determination Date. If such rate does not appear on Telerate
         page 7058 on any related Eleventh District Cost of Funds Interest
         Determination Date, the Eleventh District Cost of Funds Rate for the
         Eleventh District Cost of Funds Interest Determination Date will be the
         Eleventh District Cost of Funds Rate Index. If the FHLB of San
         Francisco fails to announce the rate for the calendar month next
         preceding the Eleventh District Cost of Funds Interest Determination
         Date, then the Eleventh District Cost of Funds Rate for that date will
         be the Eleventh District Cost of Funds Rate in effect on that Eleventh
         District Cost of Funds Interest Determination Date.

                  The "Eleventh District Cost of Funds Rate Index" will be the
         monthly weighted average cost of funds paid by member institutions of
         the Eleventh Federal Home Loan Bank District that the FHLB of San
         Francisco most recently announced as the cost of funds for the calendar
         month preceding the date of the announcement.

DETERMINATION OF EURIBOR. If EURIBOR is the Base Rate or one of the Base Rates
specified above, the interest rate payable with respect to this Note shall be
calculated by the Calculation Agent with reference to EURIBOR and the Spread or
Spread Multiplier, if any, specified above, in accordance with the following
provisions:

         "EURIBOR" means, with respect to any Interest Determination Date
         specified below (a "EURIBOR Interest Determination Date"), the offered
         rates for deposits in Euros for the period of the Index Maturity
         specified above, commencing on the Interest Reset Date, which appears
         on page 248 on Bridge Telerate, Inc., or any successor service or any
         page that may replace page 248 on that service, which is commonly
         referred to as "Telerate Page 248" as of 11:00 A.M., Brussels time, on
         that date. If EURIBOR cannot be determined on a EURIBOR Interest
         Determination Date as described in the preceding sentence, then the
         Calculation Agent will select four major banks in the Euro-zone
         interbank market and request that the principal Euro-zone offices of
         those four selected banks provide their offered quotations to prime
         banks in the Euro-zone interbank market at approximately 11:00 A.M.,
         Brussels time, on the EURIBOR Determination Date. These quotations
         shall be for deposits in Euros for the period of the specified Index
         Maturity, commencing on such Interest Reset Date. Offered quotations
         must be based on a principal amount equal to at least $1,000,000 or the
         approximate equivalent in Euros that is representative of a single
         transaction in such market at such time. If two or more quotations are
         provided, EURIBOR for the Interest Reset Period will be the arithmetic
         mean of the quotations. If fewer than two quotations are provided, the
         Calculation Agent will select four major banks in the Euro-zone and
         then determine EURIBOR for the Interest Reset Period as the arithmetic
         mean of rates quoted by those four major banks in the Euro-zone to
         leading European banks at approximately 11:00 A.M., Brussels time, on
         the EURIBOR Determination Date. The rates quoted will be for loans in
         Euros, for the period of the specified Index Maturity, commencing on
         the

                                     C-14
<Page>

         Interest Reset Date. Rates quoted must be based on a principal
         amount of at least $1,000,000 or the approximate equivalent in Euros
         that is representative of a single transaction in such market at such
         time. If the banks so selected by the Calculation Agent are not quoting
         rates as described above, EURIBOR for the Interest Reset Period will be
         the same for the immediately preceding Interest Reset Period. If there
         was no such Interest Reset Period, EURIBOR will be the Initial Interest
         Rate.

         "Euro-zone" means the region comprised of member states of the European
Union that adopt the single currency in accordance with the Treaty establishing
the European Community, as amended by the Treaty on European Union.

RENEWABLE NOTES. If this Note is designated as a Renewable Note above (a
"Renewable Note"), the following provisions will apply:

                  A Renewable Note will bear interest at the Base Rate specified
         above and the interest rate payable with respect to a Renewable Note
         shall be calculated by the Calculation Agent with reference to the
         specified Base Rate or Base Rates and the Spread or Spread Multiplier,
         if any, specified above.

                  A Renewable Note will mature on an Interest Payment Date as
         specified above (the "Initial Maturity Date"), unless the maturity of
         all or any portion of the principal amount hereof is extended in
         accordance with the procedures described below. On the Interest Payment
         Dates specified above (each such Interest Payment Date, an "Election
         Date"), the maturity of a Renewable Note will be extended to the
         Interest Payment Date occurring twelve months after such Election Date,
         unless the Holder hereof elects to terminate the automatic extension of
         the maturity of a Renewable Note or of any portion hereof having a
         principal amount of $1,000 or any multiple of $1,000 in excess thereof
         by delivering a notice of such effect to the Trustee not less than nor
         more than a number of days to be specified in the Pricing Supplement
         prior to such Election Date. If no notice period is specified in the
         Pricing Supplement, such notice shall be given no less than 30 days and
         no more than 60 days prior to such Election Date. Such option may be
         exercised with respect to less than the entire principal amount of a
         Renewable Note; provided that the principal amount for which such
         option is not exercised is at least $1,000 or any larger amount that is
         an integral multiple of $1,000. Notwithstanding the foregoing, the
         maturity of a Renewable Note may not be extended beyond the Final
         Maturity Date specified above (the "Final Maturity Date"). If the
         Holder hereof elects to terminate the automatic extension of the
         maturity of any portion of the principal amount of a Renewable Note and
         such election is not revoked as described below, such portion will
         become due and payable on the Interest Payment Date falling six months
         (unless another period is specified in the Pricing Supplement) after
         the Election Date prior to which the Holder made such election.

                  An election to terminate the automatic extension of maturity
         may be revoked as to any portion of a Renewable Note having a principal
         amount of $1,000 or any multiple of $1,000 in excess thereof by
         delivering a notice to such effect to the Trustee on any day following
         the effective date of the election to terminate the automatic extension
         of maturity and prior to the date 15 days before the date on which such
         portion would otherwise mature. Such a revocation may be made for less
         than the entire principal amount of a Renewable Note for which the
         automatic extension of maturity has been terminated; provided that the
         principal amount of a Renewable Note for which the automatic extension
         of maturity has been terminated and for which such a revocation has not
         been made is at least $1,000 or any larger amount that is an integral
         multiple of $1,000. Notwithstanding the foregoing, a revocation may not
         be made during the period from and including a Record Date to but
         excluding the immediately succeeding Interest Payment Date.

                  An election to terminate the automatic extension of the
         maturity of a Renewable Note, if not revoked as described above by the
         Holder hereof making the election or any subsequent Holder, will be
         binding upon such subsequent Holder.

                  A Renewable Note may be redeemed in whole or in part at the
         option of the Company on the Interest Payment Dates in each year
         specified above, commencing with the Interest Payment Date specified
         above, at

                                     C-15
<Page>

         a redemption price as stated above, together with accrued and
         unpaid interest to the date of redemption. Notwithstanding anything to
         the contrary herein, notice of redemption will be provided by mailing a
         notice of such redemption to each Holder by first class mail, postage
         prepaid, at least 180 days (unless otherwise specified in the Pricing
         Supplement) prior to the date fixed for redemption.

APPLICABLE INTEREST DETERMINATION DATE AND CALCULATION DATE. The interest rate
applicable to each Interest Reset Period commencing on the Interest Reset Date
or Dates with respect to such Interest Reset Period will be the rate determined
on the applicable "Interest Determination Date." The Commercial Paper Interest
Determination Date, the Federal Funds Interest Determination Date and the Prime
Rate Interest Determination Date will be the Business Day preceding each
Interest Reset Date. The CD Interest Determination Date, the CMT Interest
Determination Date and the J.J. Kenny Interest Determination Date will be the
second Business Day preceding such Interest Reset Date. The LIBOR Interest
Determination Date will be the second London Business Day preceding such
Interest Reset Date. The EURIBOR Interest Determination Date will be the second
TARGET Business Day preceding such Interest Reset Date. The Eleventh District
Cost of Funds Interest Determination Date will be the last working day of the
month immediately preceding each Interest Reset Date on which the Federal Home
Loan Bank of San Francisco publishes the Eleventh District Cost of Funds Index.
The Treasury Rate Interest Determination Date will be the day in the week in
which the Interest Reset Date falls on which day Treasury Bills would normally
be auctioned or, if no such auction is held for a particular week, the first
Business Day of that week; PROVIDED, HOWEVER, that if, as a result of a legal
holiday, an auction is held on the Friday of the week preceding the Interest
Reset Date, the related Interest Determination Date shall be such preceding
Friday; and PROVIDED, FURTHER, that if an auction shall fall on any Interest
Reset Date, then the Interest Reset Date shall instead be the first Business Day
immediately following such auction. The Interest Determination Date pertaining
to a Note the interest rate of which is determined with reference to two or more
Base Rates will be the latest Business Day which is at least two Business Days
prior to such Interest Reset Date for such a Note on which each Base Rate shall
be determinable. Each Base Rate shall be determined and compared on such date,
and the applicable interest rate shall take effect on the related Interest Reset
Date.

         The "Calculation Date," if applicable, pertaining to any Interest
Determination Date, shall be the earlier of (a) the tenth calendar day after
such Interest Determination Date, or, if any such day is not a Business Day, the
next succeeding Business Day and (b) the Business Day preceding the applicable
Interest Payment Date or Maturity Date, as the case may be. The Trustee will,
upon the request of the Holder of this Note, provide to such Holder the interest
rate hereon then in effect and, if determined, the interest rate that will
become effective as a result of the determination made for the next Interest
Reset Date.

         The Calculation Agent shall calculate the interest rate on this Note in
accordance with the foregoing rate or rates on or before each Calculation Date
and shall promptly thereafter notify the Company of such interest rate. Any such
calculation by the Calculation Agent shall be conclusive and binding on the
Company, the Trustee and the Holder of this Note, absent manifest error.

         Interest payments for this Note will include interest accrued to but
excluding the Interest Payment Date. Accrued interest hereon from the Original
Issue Date or from the last date to which interest hereon has been paid or duly
provided for, as the case may be, shall be an amount calculated by multiplying
the face amount hereof by an accrued interest factor. Such accrued interest
factor shall be computed by adding the interest factor calculated for each day
from the Original Issue Date or from the last date to which interest shall have
been paid or duly provided for, to the date for which accrued interest is being
calculated. The interest factor for each such day shall be computed by dividing
the interest rate applicable to such day by 360, in the case of the Commercial
Paper Rate, LIBOR, CD Rate, Federal Funds Rate, Prime Rate, J.J. Kenny Rate,
Eleventh District Cost of Funds Rate and EURIBOR and by the actual number of
days in the year, in the case of the Treasury Rate and CMT Rate. Unless
otherwise specified above, if the interest rate for this Note is calculated with
reference to two or more Base Rates, the interest factor for this Note will be
calculated in each period in the same manner as if only the lowest of the
applicable Base Rates applied.

         If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.

                                     C-16
<Page>

         The Indenture permits, in certain circumstances therein specified, the
amendment thereof without the consent of the Holders of the Securities. The
Indenture also permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations under the
Indenture of the Company and the rights of Holders of the Securities of each
series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in aggregate principal
amount of the Securities at the time Outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all the Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.

         No reference herein to the Indenture and no provision of this Note or,
subject to the provisions for satisfaction and discharge in Article Eight of the
Indenture, of the Indenture, shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of Notes is registrable in the register of Securities,
upon surrender of a Note for 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, and at such
additional offices or agencies as the Company may designate, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes of like tenor,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

         No service charge shall be made by the Company, the Trustee or the
Registrar for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith (other than exchanges pursuant to
Sections 2.11, 3.6, 9.5 or 10.3 of the Indenture, not involving any transfer).

         Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York, including without limitation,
ss.ss. 5-1401 and 5-1402 of the New York General Obligations Law and New York
Civil Practice Law Rule 327(b).

         All undefined terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

                                     C-17
<Page>

         IN WITNESS WHEREOF, The Walt Disney Company has caused this Instrument
to be signed by the signature or facsimile signature of its Chairman of the
Board, one of its Vice Chairmen, its President or one of its Vice Presidents, or
its Treasurer or any Assistant Treasurer and attested by its Secretary or one of
its Assistant Secretaries by his or her signature or a facsimile thereof, and
its corporate seal or a facsimile of its corporate seal to be affixed hereunto
or imprinted hereon.

                     (SEAL)           THE WALT DISNEY COMPANY



                                      By:
                                           -------------------------------------
                                      NAME:  Christine M. McCarthy
                                      TITLE: Senior Vice President and Treasurer


Attest:



---------------------------------------
NAME:  Marsha L. Reed
TITLE: Vice President and Secretary


                                       C-18
<Page>

                                  ABBREVIATIONS

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


TEN COM - as tenants in common         UNIF GIFT MIN ACT        Custodian
                                                         ------           ------
                                                        (Cust.)          (Minor)
TEN ENT - as tenants by the
          entireties                   Under Uniform Gifts to Minors Act

JT TEN - as joint tenants with right
         of survivorship and not as    -----------------------------------------
         tenants in common                              (State)

     Additional abbreviations may also be used though not in the above list.

                                ----------------

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

  Please Insert Social Security or Employer
  Identification Number of Assignee

--------------------------
        -       -
--------------------------




--------------------------------------------------------------------------------
                   Please Print or Typewrite Name and Address
                      Including Postal Zip Code of Assignee


--------------------------------------------------------------------------------
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ______________________________________________________attorney to
transfer said Security 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.

                                       C-19
<Page>

                                                                     EXHIBIT "D"

REGISTERED                                                            REGISTERED



NO.                    MEDIUM-TERM NOTE, SERIES B              PRINCIPAL AMOUNT:
                             (ZERO COUPON)                           U.S.$

                                                                     CUSIP:



         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 a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary. Unless this certificate is presented by an authorized representative
of The Depository Trust Company, New York, New York ("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 such other name as requested
by an authorized representative of DTC and any payment is made to Cede & Co. or
such other entity as 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 since the registered owner hereof, Cede & Co., has an interest
herein.

ORIGINAL ISSUE DATE:                         ORIGINAL ISSUE PRICE:
MATURITY DATE:                               ORIGINAL ISSUE DISCOUNT:
                                             YIELD TO MATURITY:

                              ---------------------


Date:
      ------------------

                     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



                                     D-1

<Page>

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 Amount specified above on the Maturity Date specified above. If
Maturity with respect to this Note falls on a day that is not a Business Day,
the payment due at Maturity will be made on the following day that is a Business
Day as if it were made on the date such payment was due and no interest shall
accrue on the amount so payable for the period from and after Maturity. The
principal of this Note shall not bear interest except in the case of a default
in payment of principal upon acceleration or at Stated Maturity, and in such
case, the Accreted Value (as defined below) of this Note at the date of such
default in payment shall bear interest at the Yield to Maturity specified above
plus 1% per annum (to the extent that the payment of such interest shall be
legally enforceable), which shall accrue from the date of such default in
payment to the date payment of such principal has been made or duly provided
for. Such interest will be computed on the basis of a 360-day year of twelve
30-day months, compounded semiannually. Payment of the principal of and any such
interest on this Note 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, and at such additional 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,
payments of principal of and interest on this Note may be made by check mailed
to the address of the Person entitled thereto as such address shall appear in
the register of Securities or by wire transfer of immediately available funds to
the account of the Holder of this Note if appropriate wire transfer instructions
have been received in writing by the Trustee not less than 15 days prior to the
applicable payment date. Notwithstanding the foregoing, the Company will make
payments of interest, if any, on any Interest Payment Date other than the
Maturity Date to each registered Holder of $10,000,000 (or, if the payment
currency is other than United States dollars, the equivalent thereof in the
particular payment currency) or more in aggregate principal amount of definitive
Notes (whether having identical or different terms and provisions) by wire
transfer of immediately available funds if the applicable registered Holder has
delivered appropriate wire transfer instructions in writing to the Trustee not
less than 15 days prior to the particular Interest Payment Date. Any wire
transfer instructions received by the Trustee shall remain in effect until
revoked by the applicable registered Holder.

         The "Accreted Value" of this Note at any date (the "Calculation Date")
shall be equal to (i) the Original Issue Price of this Note specified above plus
(ii) the accrued amortization of Original Issue Discount specified above
attributable ratably on a daily basis to the period from and including the
Original Issue Date specified above to but excluding the Calculation Date. The
calculation of accrual of Original Issue Discount will be computed on the basis
of a 360-day year of twelve 30-day months, compounded semiannually.

         Reference is hereby made to the further provisions of this Note set
forth below, 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 co-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.

         This Note is one of a duly authorized issue of securities (herein
called the "Securities") of the Company (which term includes any successor
corporation under the Indenture hereinafter referred to) issued and to be issued
pursuant to such Indenture. This Security is one of a series designated by the
Company as its Medium-Term Notes, Series B. The Indenture does not limit the
aggregate principal amount of the Securities.

         The Company issued this Note pursuant to an Indenture, dated as of
September 24, 2001 (herein called the "Indenture"), between the Company and
Wells Fargo Bank, N.A., a national banking association, as trustee (herein
called the "Trustee," which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and Holders of the
Notes and of the terms upon which the Notes are, and are to be, authenticated
and delivered.


                                     D-2

<Page>

         The Notes are issuable as Registered Securities, without coupons, in
denominations of $1,000 and any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes are exchangeable for a like aggregate
principal amount of Notes of like tenor of any authorized denomination, as
requested by the Holder surrendering the same, upon surrender of the Note or
Notes to be exchanged at any office or agency described below where Notes may be
presented for registration of transfer.

         The Company may from time to time, without the consent of existing Note
Holders, issue additional Notes having the same terms and conditions (including
maturity and interest payment terms) as previously issued Notes in all respects,
except for issue date, issue price and the first payment of interest. Additional
Notes issued in this manner will be fungible with the previously issued Notes to
the extent specified in the applicable Pricing Supplement.

         This Note may not be redeemed prior to the Maturity Date set forth
above.

         If an Event of Default with respect to the Notes shall occur and be
continuing, a portion of the principal of this Note may be declared due and
payable in the manner and with the effect provided in the Indenture. Such
portion shall be equal to the Accreted Value of this Note at the time of such
declaration. Upon payment (i) of such Accreted Value and (ii) of interest on any
overdue Accreted Value (to the extent that the payment of such interest shall be
legally enforceable), all of the Company's obligations in respect of the payment
of the principal of and interest on this Note shall terminate.

         The Indenture permits, in certain circumstances therein specified, the
amendment thereof without the consent of the Holders of the Securities. The
Indenture also permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations under the
Indenture of the Company and the rights of Holders of the Securities of each
series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in aggregate principal
amount of the Securities at the time Outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all the Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.

         No reference herein to the Indenture and no provision of this Note or,
subject to the provisions for satisfaction and discharge in Article Eight of the
Indenture, of the Indenture, shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest, if any, on this Note at the times, place and rate, and in the coin or
currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of Notes is registrable in the register of Securities,
upon surrender of a Note for 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, and at such
additional offices or agencies as the Company may designate, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes of like tenor,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

         No service charge shall be made by the Company, the Trustee or the
Registrar for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith (other than exchanges pursuant to
Sections 2.11, 3.6, 9.5 or 10.3 of the Indenture, not involving any transfer).


                                     D-3

<Page>

         Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York, including without limitation,
Sections 5-1401 and 5-1402 of the New York General Obligations Law and New York
Civil Practice Law Rule 327(b).

         All undefined terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.


                                     D-4

<Page>

         IN WITNESS WHEREOF, The Walt Disney Company has caused this Instrument
to be signed by the signature or facsimile signature of its Chairman of the
Board, one of its Vice Chairmen, its President or one of its Vice Presidents, or
its Treasurer or any Assistant Treasurer and attested by its Secretary or one of
its Assistant Secretaries by his or her signature or a facsimile thereof, and
its corporate seal or a facsimile of its corporate seal to be affixed hereunto
or imprinted hereon.

              (SEAL)                  THE WALT DISNEY COMPANY



                                      By: ______________________________________
                                      NAME:  Christine M. McCarthy
                                      TITLE: Senior Vice President and Treasurer


Attest:


______________________________________
NAME:   Marsha L. Reed
TITLE:    Vice President and Secretary


                                     D-5

<Page>

                                  ABBREVIATIONS



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

<Table>
<S>                                           <C>
TEN COM  as tenants in common                 UNIF GIFT MIN ACT _____ Custodian _____
                                                               (Cust.)         (Minor)
TEN ENT  as tenants by the entireties
                                              Under Uniform Gifts to Minors Act
 JT TEN  as joint tenants with right
         of survivorship and not as tenants   ________________________________________
         in common                                             (State)
</Table>

     Additional abbreviations may also be used though not in the above list.

                                ----------------

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

Please Insert Social Security or Employer
Identification Number of Assignee
--------------------------
        -       -
--------------------------



--------------------------------------------------------------------------------

                   Please Print or Typewrite Name and Address
                      Including Postal Zip Code of Assignee

--------------------------------------------------------------------------------

the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ______________________________________________________attorney to
transfer said Security 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.


                                     D-6