Exhibit 4.2


	
  REGISTERED

  	
   

  	
  REGISTERED

  
	
   

  	
   

  	
   

  
	
  NO. FLR-

  	
  MEDIUM-TERM
  NOTE, SERIES C

  	
  PRINCIPAL
  AMOUNT:

  
	
   

  	
  (Floating
  Rate)

  	
  U.S.$

  
	
   

  	
   

  	
  CUSIP:
  25468PCF1

  



 


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: July 17, 2007

  	
  ORIGINAL ISSUE PRICE: 100%

  
	
  MATURITY DATE: July 16, 2010

  	
  EARLIEST REDEMPTION DATE:

  
	
  INITIAL MATURITY DATE (for Renewable Notes):

  	
   

  
	
  FINAL MATURITY DATE (for Renewable Notes):

  	
   

  
	
  INITIAL INTEREST RATE: 5.43%

  	
  REDEMPTION PRICE:

  
	
  BASE RATE OR RATES:

  	
  INTEREST PAYMENT DATES: January 16,

  April 16, July 16 and October 16,

  commencing October 16, 2007

  
	
  o
  COMMERCIAL PAPER RATE

  	
   

  
	
  x
  LIBOR:

  	
  REGULAR RECORD DATES: Fifteenth day

  
	
  o
  Reuters Monitor Money Rates Service

  	
  (whether or not a Business Day) immediately

  
	
  x
  Moneyline Telerate

  	
  preceding the related Interest Payment Date or

  
	
  o
  Index Currency

  	
  Dates

  
	
   o
  CD RATE

  	
   

  
	
   o
  FEDERAL FUNDS RATE

  	
  INTEREST PAYMENT PERIOD:

  
	
   o
  TREASURY RATE

  	
  o
  Monthly

  
	
   o
  PRIME RATE

  	
  x
  Quarterly

  
	
   o
  CMT RATE

  	
   

  
	
  o
  Telerate Page 7051

  	
   

  
	
  o
  Telerate Page 7052

  	
  o
  Semiannually

  
	
  o
  Week

  	
  o
  Annually

  
	
  o
  Month

  	
   

  
	
  o
  CMT Maturity Index:

  	
   

  
	
   o
  J.J. KENNY RATE

  	
   

  
	
   o
  ELEVENTH DISTRICT COST OF FUNDS RATE

  	
   

  
	
   o
  EURIBOR

  	
   

  
	
   o
  OTHER:

  	
   

  
	
  SPREAD: plus 7 basis points

  	
   

  
	
  (Indicate plus
  or minus

  	
  INTEREST RESET PERIOD:

  
	
  and number of
  basis points)

  	
  o
  Daily

  
	
  SPREAD MULTIPLIER:

  	
  o
  Weekly

  
	
  INDEX MATURITY:

  	
  o
  Monthly

  
	
  o
  1 Month

  	
  x
  Quarterly

  
	
  x
  3 Months

  	
  o
  Semiannually

  
	
  o
  6 Months

  	
  o
  Annually

  
	
  o
  1 Year

  	
   

  
	
  o
  OTHER:                                    

  	
  INTEREST RESET DATES:

  
	
                                                         

  	
  CALCULATION AGENT:

  
	
   

  	
  x
  WELLS FARGO BANK, N.A.

  
	
  MAXIMUM INTEREST RATE:       %

  	
  o
  OTHER:                                    

  
	
  MINIMUM INTEREST RATE:       %

  	
   

  



 


 


	
  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

  	
   

  



 



 1
 









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 



 2
 









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 C. 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 $2,000
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



 3
 









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 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



 4
 









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 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: 




	
  Money Market Yield =

  	
  D X 360

  	
  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.



 5
 









“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.


“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.federalreserve.gov/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 Moneyline Telerate (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



 6
 









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 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
Moneyline Telerate (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



 7
 









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.


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 Moneyline
Telerate (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.



 8
 









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


	
  Bond Equivalent Yield         =

  	
  D X N

  	
   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.


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 Moneyline Telerate  (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



 9
 









(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 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 one 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



 10














Moneyline Telerate (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 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 one 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.



 11
 








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 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 Moneyline Telerate (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



 12
 








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
Moneyline Telerate, 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 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



 13
 








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 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



 14
 








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.


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.



 15
 








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, §§ 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.



 16
 








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:

  	
  Executive Vice President-Corporate Finance and Real
  Estate and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Marsha L. Reed

  	
   

  
	
  Title:

  	
  Vice President-Governance Administration and
  Assistant Secretary

  	
   

  
							



 



 17
 








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 v as tenants in common

  	
  UNIF GIFT MIN ACT
       Custodian      

  
	
   

  	
   

  	
  (Cust.)

  	
  (Minor)

  	 

	
   

  	
   

  
	
   TEN ENT v as
  tenants by the entireties

  	
   

  
	
   

  	
  Under Uniform Gifts to Minors Act

  
	
   

  	
   

  
	
     JT TEN v 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.

  



 



 18















THE
WALT DISNEY COMPANY


ADDENDUM
TO MEDIUM-TERM NOTE

                    Floating
Rate                    


The following provisions shall be of the same force
and effect as if set forth in the Medium-Term Note of the Walt Disney Company
to which this Addendum is attached.


This Note constitutes a portion of the Company’s Floating Rate Global
Notes due 2010, issued by the Company on the Original Issue Date specified
above in the aggregate principal amount of $750,000,000 (the “Floating Rate
Notes”).  The Company will, subject to
certain exceptions and limitations set forth below, pay to the Holder of any
Floating Rate Note who is a United States Alien, as additional interest, such
amounts (“Additional Amounts”) as may be necessary in order that every net
payment on such Floating Rate Note (including payment of the principal of and
interest on such Floating Rate Note) by the Company or a Paying Agent, after
deduction or withholding for or on account of any present or future tax,
assessment or other governmental charge imposed upon or as a result of such
payment by the United States (or any political subdivision or taxing authority
thereof or therein), will not be less than the amount provided in such Floating
Rate Note to be then due and payable; provided, however, that the foregoing
obligation to pay Additional Amounts will not apply to:


(a)           any tax, assessment or other
governmental charge that would not have been so imposed but for (i) the
existence of any present or former connection between such Holder or beneficial
owner of such Floating Rate Note (or between a fiduciary, settlor or
beneficiary of, or a person holding a power over, such Holder, if such Holder
is an estate or a trust, or a member or shareholder of such Holder, if such
Holder is a partnership or corporation) and the United States or any political
subdivision or taxing authority thereof or therein, including, without
limitation, such Holder (or such fiduciary, settlor, beneficiary, person
holding a power, member or shareholder) being or having been a citizen or
resident of the United States or treated as a resident thereof or being or
having been engaged in a trade or business or present therein or having or
having had a permanent establishment therein or (ii) such Holder’s or
beneficial owner’s past or present status, as applicable (under prior or
current law), as a personal holding company, foreign personal holding company,
foreign private foundation or other foreign tax-exempt organization with
respect to the United States, controlled foreign corporation for United States
tax purposes or corporation that accumulates earnings to avoid United States
Federal income tax;













 


(b)           any estate, inheritance, gift,
excise, sales, transfer, wealth or personal property tax or any similar tax,
assessment or other governmental charge;


(c)           any tax, assessment or other
governmental charge that would not have been imposed but for the presentation
by the Holder of a Floating Rate Note for payment more than 30 days after
the date on which such payment became due and payable or the date on which
payment thereof was duly provided for, whichever occurred later;


(d)           any tax, assessment or other
governmental charge that is payable otherwise than by withholding from a
payment on a Floating Rate Note;


(e)           any tax, assessment or other
governmental charge required to be withheld by any Paying Agent from a payment
on a Floating Rate Note, if such payment can be made without such withholding
by any other Paying Agent;


(f)            any tax, assessment or other
governmental charge that would not have been imposed but for a failure to
comply with applicable certification, information, documentation,
identification or other reporting requirements concerning the nationality,
residence, identity or connection with the United States of the Holder or
beneficial owner of a Floating Rate Note if such compliance is required by
statute or regulation of the United States or by an applicable tax treaty to
which the United States is a party as a precondition to relief or exemption
from such tax, assessment or other governmental charge;


(g)           any tax, assessment or other
governmental charge imposed on a Holder that actually or constructively owns
10 percent or more of the combined voting power of all classes of the
Company’s stock or that is a bank receiving interest on an extension of credit
made pursuant to a loan agreement entered into in the ordinary course of its
trade or business;


(h)           any withholding or deduction imposed
on a payment to an individual where such withholding or deduction is required
to be made pursuant to Council Directive 2003/48/EC or any other European Union
Directive implementing the conclusions of the ECOFIN Council meeting of 26th — 27th November, 2000 on the taxation of savings
income or any law implementing or complying with, or introduced in order to
conform to, such Directive; or


(i)            any combination of items (a),
(b), (c), (d), (e), (f), (g) and (h);



 2
 









 


nor shall Additional Amounts be paid with respect to a
payment on a Floating Rate Note to a Holder that is a fiduciary or partnership
or other than the sole beneficial owner of such payment to the extent a
beneficiary or settlor with respect to such fiduciary or a member of such
partnership or a beneficial owner would not have been entitled to Additional
Amounts (or payment of Additional Amounts would not have been necessary) had
such beneficiary, settlor, member or beneficial owner been the Holder of such
Floating Rate Note.


A “United States Alien”
means any person that, for United States Federal income tax purposes, is a
foreign corporation, a non-resident alien individual, a non-resident alien
fiduciary of a foreign estate or trust, or a foreign partnership one or more of
the members of which is, for United States Federal income tax purposes, a
foreign corporation, a non-resident alien individual or a non-resident alien
fiduciary of a foreign estate or trust. “United States” means the United States
of America (including the States and the District of Columbia) and its
territories, its possessions and other areas subject to its jurisdiction.


If (a) as a result
of any change in, or amendment to, the laws (or any regulations or rulings
promulgated thereunder) of the United States (or any political subdivision or
taxing authority thereof or therein), or any change in the official application
(including a ruling by a court of competent jurisdiction in the United States)
or interpretation of such laws, regulations or rulings, which change or
amendment is announced or becomes effective on or after the Original Issue Date
specified above, the Company becomes or will become obligated to pay Additional
Amounts as described above, or (b) any act is taken by a taxing authority
of the United States on or after the Original Issue Date specified above,
whether or not such act is taken with respect to the Company or any affiliate,
that results in a substantial likelihood that the Company will or may be
required to pay such Additional Amounts, then the Company may, at its option,
redeem, as a whole, but not in part, the Floating Rate Notes on not less than 30
nor more than 60 days’ prior notice, at a redemption price equal to 100%
of their principal amount, together with interest accrued thereon to the date
fixed for redemption; provided that the Company determines, in its business
judgment, that the obligation to pay such Additional Amounts cannot be avoided
by the use of reasonable measures available to it, not including substitution
of the obligor under the Floating Rate Notes or any action that would entail a
material cost to the Company.  No
redemption pursuant to (b) above may be made unless the Company shall have
received an opinion of independent counsel to the effect that an act taken by a
taxing authority of the United States results in a substantial likelihood that
it will or may be required to pay Additional Amounts described above and the
Company shall have delivered to the Trustee a certificate, signed by a duly
authorized officer, stating that based on such opinion the Company is entitled
to redeem the Floating Rate Notes pursuant to their terms.


 



 3