Exhibit
4.2


 


THE WALT DISNEY
COMPANY


 


OFFICERS’
CERTIFICATE


 


Pursuant to Sections 2.1
and 2.3(a) of the Indenture, dated as of September 24, 2001 (the “Indenture”),
between The Walt Disney Company, a Delaware corporation (the “Company”), and
Wells Fargo Bank, N.A., a national banking association, as trustee (the “Trustee”),
the undersigned Christine M. McCarthy and David K. Thompson, the Senior Vice
President and Treasurer and Senior Vice President-Deputy General Counsel-Corporate
and Corporate Secretary 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 C”
(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  $5,000,000,000 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 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.


 


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(d) 
Persons to Whom Interest Payable.  Unless otherwise specified in a Note or an
applicable Pricing Supplement, interest will 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.


 


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(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 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


 


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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 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


 


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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.


 


(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


 


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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 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 immediately preceding day that is a Business Day.


 


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(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.


 


(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


 


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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 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


 


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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.  Unless
a different denomination is specified in the applicable Pricing Supplement, 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.


 


(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


 


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(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 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


 


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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
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


 


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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 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.


 


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(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”).


 


(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


 


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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 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,


 


15





















 


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 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


 


16





















 


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:


 


	
  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.


 


“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.federalreserve.gov/releases/h15/update, or
any successor site or publication.


 


17





















 


(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 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 Moneyline Telerate (or any successor service)
on the page


 


18





















 


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 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


 


19





















 


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
negotiable 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


 


20





















 


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 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 Funds Interest Determination
Date such rate is not yet published in H.15(519), the Federal


 


21





















 


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 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 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 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


 


22





















 


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 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.


 


23





















 


“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.


 


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


 


24























 


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.


 


(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:


 


25





















 


(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 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


 


(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


 


26





















 


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 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


 


27





















 


published in
H.15(519) opposite the caption “Treasury Constant Maturities”, as the
yield is displayed on 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 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 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


 


28





















 


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 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.


 


29





















 


(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 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


 


30





















 


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 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.


 


(J)  EURIBOR Notes.
EURIBOR Notes will bear


 


31





















 


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 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 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 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


 


32





















 


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 “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


 


33





















 


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.


 


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.


 


34





















 


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 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


 


35





















 


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 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


 


36





















 


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 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


 


37





















 


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.


 


(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


 


38





















 


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


 


39





















 


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


 


 


	
  NAME

  	
   

  	
  OFFICE

  	
   

  	
  SPECIMEN SIGNATURE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thomas O. Staggs

  	
   

  	
  Senior Executive Vice
  President 

  	
   

  	
  /s/ Thomas O. Staggs

  
	
   

  	
   

  	
  and Chief Financial
  Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Christine M. McCarthy

  	
   

  	
  Senior Vice President
  and

  	
   

  	
  /s/ Christine M.
  McCarthy

  
	
   

  	
   

  	
  Treasurer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Jonathan S.Headley

  	
   

  	
  Vice President –
  Corporate 

  	
   

  	
  /s/ Jonathan S.Headley

  
	
   

  	
   

  	
  Finance and Assistant
  Treasurer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mitchell K. Polon

  	
   

  	
  Vice President –
  Financial Risk 

  	
   

  	
  /s/ Mitchell K. Polon

  
	
   

  	
   

  	
  Management, Corporate

  Treasury

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Natacha J. Rafalski

  	
   

  	
  Director – Corporate
  Finance

  	
   

  	
  /s/ Natacha J. Rafalski

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Carlos A. Gomez

  	
   

  	
  Manager – Corporate
  Finance

  	
   

  	
  /s/ Carlos A. Gomez

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Suet Lai

  	
   

  	
  Vice President –
  Counsel

  	
   

  	
  /s/ Suet Lai

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  David K. Thompson

  	
   

  	
  Senior Vice President –
  Deputy 

  	
   

  	
  /s/ David K. Thompson

  
	
   

  	
   

  	
  General Counsel –
  Corporate

  and Corporate Secretary

  	
   

  	
   

  



 


(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.


 


40





















 


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.


 


41





















 


IN WITNESS WHEREOF, the
undersigned have hereunto signed this Certificate on behalf of the Company as
of the 10th day of March, 2005


 


 


	
   

  	
  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 -
  Deputy

  
	
   

  	
   

  	
   

  	
  General Counsel –
  Corporate

  
	
   

  	
   

  	
   

  	
  and Corporate Secretary

  
					



 





















 


Exhibit ”A”


 


	
  REGISTERED

  	
   

  	
  REGISTERED

  



 


 


	
  NO.

  	
   

  	
  MEDIUM-TERM
  NOTE, SERIES C

  	
   

  	
  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

  	
   

  



 


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,
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.


 


2





















 


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 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 $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


 


3





















 


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, §§ 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.


 


4





















 


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-Governance Administration and

  	
   

  
	
   

  	
  Assistant Secretary

  	
   

  
							



 


5





















 


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.

  



 


 


6





















 


Exhibit ”B”


 


	
  REGISTERED

  	
   

  	
  REGISTERED

  



 


 


	
  NO. FXR-

  	
   

  	
  MEDIUM-TERM
  NOTE, SERIES C

  	
   

  	
  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

  	
   

  



 





















 


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 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 $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.


 


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, §§ 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.


 





















 


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-Governance Administration and

  	
   

  
	
   

  	
  Assistant Secretary

  	
   

  
							



 





















 


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.

  



 










 















 


Exhibit ”C”


 


	
  REGISTERED

  	
   

  	
   

  	
   

  	
  REGISTERED

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NO. FLR-

  	
   

  	
  MEDIUM-TERM
  NOTE, SERIES C

  	
   

  	
  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.


 


	
  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

  	
   

  	
   

  
	
  ____
  Moneyline Telerate

  	
   

  	
  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.

  
	
  MAXIMUM INTEREST RATE:    %

  	
   

  	
  ____ OTHER:
  _____________

  



 


1





















 


	
  MINIMUM INTEREST RATE:    %

  	
   

  	
   

  



 


2





















 


	
  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           

  	
   

  



 


3





















 


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


 


4





















 


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 $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


 


5





















 


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 New York, Sydney and (solely in the case of the payment
currency) Melbourne, Toronto, Frankfurt, Amsterdam,


 


6





















 


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 

  360 - (D X M)

  	
  X 100

  
	
   

  






 


7





















 


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.


 


“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 three major banks (which may include affiliates of the Agents) in such Principal
Financial Center selected


 


8





















 


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 Funds Interest Determination Date
such rate is not yet published in H.15(519), the Federal Funds Rate for


 


9





















 


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.


 


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


 


10





















 




	
  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


 


11





















 


(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 Moneyline
Telerate (or any successor service) (on page 7052 or any other page as
may replace the specified


 


12





















 


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.


 


Determination of J.J. Kenny Rate.
If the J.J. Kenny Rate is the Base Rate or one of the Base Rates specified
above,


 


13





















 


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 rate payable with
respect to this Note shall be calculated by the Calculation Agent with
reference to EURIBOR and the


 


14





















 


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 terminate the
automatic extension of the maturity of any portion of the principal amount of a
Renewable


 


15





















 


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 succeeding Business
Day and (b) the Business Day preceding the applicable Interest Payment
Date or Maturity


 


16





















 


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.


 


17





















 


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.


 


18





















 


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-Governance Administration and

  Assistant Secretary

  	
   

  
							



 


19





















 


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.

  



 


20










 















 


Exhibit ”D”


 


	
  REGISTERED

  	
   

  	
  REGISTERED

  



 


 


	
  NO.

  	
   

  	
  MEDIUM-TERM
  NOTE, SERIES C

  	
   

  	
  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

  	
   

  



 





















 


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 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 $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).


 


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.


 





















 


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-Governance Administration and

  Assistant Secretary

  	
   

  
							



 





















 


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.