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                                                                   EXHIBIT 10(h)


                                               September 26, 2003




Mr. Thomas O. Staggs
1115 Coldwater Canyon
Beverly Hills, California 90210-2402

Dear Mr. Staggs:

This letter confirms the terms of your employment by The Walt Disney Company
("Company").

1.       Term

         (a) Subject to your signing and delivering this letter agreement (the
         "Agreement") to Company as hereinafter provided in paragraph 1(b)
         hereof, the term of your employment hereunder commences as of April 1,
         2003 and expires on March 31, 2008, unless earlier terminated as
         hereinafter provided (the "term").

         (b) This Agreement constitutes an irrevocable offer of employment to
         you upon the terms set forth herein only until September 23, 2003; if
         this Agreement is not executed by you and delivered to Company on or
         before such date, Company may revoke this offer by written notification
         to you and will incur no liability whatsoever with respect to such
         offer and/or revocation thereof. Company's failure to so notify you
         shall not constitute a waiver of its right to do so at any time prior
         to your execution of this Agreement.

2.       Salary

         In full consideration for all rights and services provided by you
         hereunder, you shall receive an annualized salary of $875,000 through
         December 31, 2003, an annual salary in the amount of $950,000 for
         calendar year 2004, $1,000,000 for calendar year 2005, $1,050,000 for
         calendar year 2006, and $1,125,000 for the period of January 1, 2007
         through March 31, 2008. Salary payments shall be made in equal
         installments in accordance with Company's then prevailing payroll
         policy.

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3.       Bonus

         Bonus compensation, if any, shall be governed by the provisions of
         Company's 2002 Executive Performance Plan or any successor to such plan
         established to comply with the provisions of Section 162(m) of the
         Internal Revenue Code and shall, except as otherwise provided in
         paragraphs 12 and 14 hereof, be at the sole discretion of Company,
         except to the extent required in order to comply with Section 162(m) of
         the Internal Revenue Code (or any successor thereto).

4.       Long-Term Stock-Based Awards

         (a) You are eligible to be considered in the future for awards of stock
         options or other stock-based compensation of Company. However,
         notwithstanding any other term or provision hereof, there is no
         assurance that any future award will be made and the granting of any
         such award, and the amount thereof, is at the sole discretion of
         Company.

         (b) In the event that any stock option or stock-based award or awards
         may be made from time to time consistent with and subject to paragraph
         4(a) above, they shall be in addition to any and all stock options
         previously granted to you by Company, which shall continue to be in
         effect according to their terms and the provisions of the applicable
         plans pursuant to which they were granted.

5.       Title

         You are being employed hereunder in the position of Senior Executive
         Vice President and Chief Financial Officer of Company. In such capacity
         you shall report to the Chief Executive Officer of Company; provided,
         however, that Company may require at any time, in its sole discretion,
         that you also report to the Chief Operating Officer of Company.

6.       Duties

         You shall personally and diligently perform, on a full-time and
         exclusive basis, such services as Company or any of its divisions may
         reasonably require, which are not inconsistent with your position as
         Senior Executive Vice President and Chief Financial Officer of Company.
         You shall observe all reasonable rules and regulations adopted by
         Company in connection with the operation of its business, including but
         not limited to the standards and policies set forth in "The Walt Disney
         Company and Associated Companies Standards of Business Conduct"
         booklet, and carry out to the best of your ability all lawful
         instructions of Company.

7.       Expenses

         To the extent you incur reasonable business expenses customarily
         incurred by senior executives of Company (including, without
         limitation, travel and

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         entertainment) in the course of your employment, you shall be
         reimbursed for such expenses, subject to Company's then current
         policies regarding reimbursement of such business expenses for senior
         executives of Company.

8.       Automobile

         Company will provide an automobile for your use (or an allowance
         therefor) pursuant to Company's standard policy for senior executives
         of Company.

9.       Other Benefits

         You shall be entitled to those benefits (including, without limitation,
         participation in all employee welfare benefit plans and all other
         perquisites) that are generally made available to the highest levels of
         senior executives of Company.

10.      Protection of Company's Interests

         (a) During the term of your employment by Company you will not compete
         in any manner, directly or indirectly, whether as a principal,
         employee, agent or owner, with Company or any affiliate thereof, except
         that the foregoing will not prevent you from holding at any time less
         than 5% of the outstanding capital stock of any company whose stock is
         publicly traded.

         (b) To the extent permitted by law, all rights worldwide with respect
         to any and all intellectual or other property of any nature produced,
         created or suggested by you during the term of your employment or
         resulting from your services shall be deemed to be a work made for hire
         and shall be the sole and exclusive property of Company. You agree to
         execute, acknowledge and deliver to Company at Company's request, such
         further documents as Company finds appropriate to evidence Company's
         rights in such property. Any confidential and/or proprietary
         information of Company or any affiliate thereof shall not be used by
         you or disclosed or made available by you to any person except (i) as
         required in the course of your employment, or (ii) as required by law
         or by any administrative equivalent to the judicial subpoena or legal
         power of compulsion, to respond to any demand for any such confidential
         and/or proprietary information from any court, governmental entity or
         governmental agency, provided that if you are so required to respond,
         you agree to provide Company with prompt notice thereof so that Company
         may seek a protective order or other appropriate remedy. Upon the
         expiration or earlier termination of the term of your employment, you
         shall return to Company all such information that exists in written or
         other physical form (and all copies thereof) under your control.
         Without limiting the generality of the foregoing, you acknowledge
         signing and delivering to Company "The Walt Disney Company and
         Associated Companies Confidentiality Agreement" and "The Walt Disney
         Company and Associated Companies Statement of Policy Regarding
         Conflicts of Interest and Business Ethics and Questionnaire Regarding
         Compliance," and you agree that all terms and conditions contained
         therein, and all of your obligations

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         and commitments provided for therein, shall be deemed, and hereby are,
         incorporated into this Agreement as if set forth in full herein. The
         provisions of this paragraph shall survive the expiration or earlier
         termination of this Agreement.

11.      Services Unique

         You recognize that your services hereunder are of a special, unique,
         unusual, extraordinary and intellectual character giving them a
         peculiar value, the loss of which cannot be reasonably or adequately
         compensated for in damages, and in the event of a breach of this
         Agreement by you (particularly, but without limitation, with respect to
         the provisions hereof relating to the exclusivity of your services and
         the provisions of paragraph 10 hereof), Company shall, in addition to
         all other remedies available to it, be entitled to equitable relief by
         way of injunction and any other legal or equitable remedies.

12.      Termination by Company

         (a) Company may terminate your employment hereunder for gross
         negligence, gross misconduct, willful gross neglect or malfeasance, or,
         except as permitted by paragraph 13, your unilateral resignation as an
         employee of Company without the prior written consent of Company, and
         in any such event all obligations of Company hereunder shall
         immediately terminate, except for the Company's obligations to pay you
         all earned but unpaid salary and unconditionally accrued benefits
         (including, without limitation, outstanding reimbursement for business
         expenses).

         (b) In the event of your death during the term hereof, this Agreement
         shall terminate and Company shall, in addition to any other rights or
         benefits unconditionally vested and accrued on such date, only be
         obligated to pay your estate or legal representative the amounts
         specified below in this paragraph 12(b). In the event you are unable to
         perform the services required of you hereunder as a result of any
         disability and such disability continues for a period of 180 or more
         consecutive days or an aggregate of 270 or more days during any
         12-month period during the term hereof, then at any time thereafter
         Company shall have the right, at its option, to terminate your
         employment hereunder. If this Agreement is terminated by reason of your
         death or disability pursuant to this paragraph 12(b):

         (i)      you or your estate shall be entitled to receive one hundred
                  percent (100%) of your then annual salary (including deferred
                  salary) for an additional 12 months, seventy-five percent
                  (75%) of such salary for 12 months thereafter, and fifty
                  percent (50%) of such salary for the next 12 months (it being
                  understood that the benefits provided by this subparagraph
                  12(e)(i) are equivalent to, and are being provided in lieu of,
                  any and all benefits under Disney's Family Income Assurance
                  Plan but that, notwithstanding the foregoing, your rights
                  under this subparagraph 12(e)(i) shall be not limited,
                  modified or otherwise affected in any way by any subsequent

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                  amendment or other modification of such plan or the
                  termination or elimination thereof);

         (ii)     in the event of your death or disability after the completion
                  of a fiscal year of Company but before the payment of bonus
                  awards by Company for such year, you or your estate shall
                  receive a bonus for such completed year equal to the Last
                  Completed Year Bonus (as defined below in paragraph 14(a)(v)
                  hereof and determined as provided therein); and

         (iii)    you or your estate shall receive a pro rata bonus for the year
                  in which death or termination for disability occurs, based on
                  an assumed bonus for the full year equal to the Average Prior
                  Two Years Bonus (as defined below in paragraph 14(a) hereof);
                  provided, however, that in the event that your death or
                  termination for disability shall occur at a time when the
                  annual bonuses for the prior completed fiscal year of Company
                  have not been paid, then the assumed full-year bonus upon
                  which your pro rata bonus shall be based shall be the Last
                  Completed Year Bonus.

         You or your estate shall also be entitled to other employee welfare
         benefits in accordance with and subject to the terms of the relevant
         plans and programs of Company applicable to you at the time of your
         death or disability. Unless and until so terminated, during any period
         of disability during which you are unable to perform the services
         required of you hereunder, your salary hereunder shall be payable to
         the extent of, and subject to, Company's policies and practices then in
         effect with regard to sick leave and disability benefits.

         (c) You acknowledge that you have been provided by Company with a copy
         of Section 508 of the Federal Communications Act of 1934, as amended,
         relating in part to receiving or paying consideration for product
         identification in television programs, that you are familiar with the
         provisions thereof and that you will fully comply therewith during the
         term of this Agreement. Without limiting the foregoing, however, and
         whether or not Section 508 is applicable to your activities, you agree
         that you will not, without Company's prior written consent, accept any
         compensation or gift, from any person, firm or corporation (other than
         Company) where such compensation or gift is, or may appear to be, in
         consideration of your acting in a particular manner in relation to the
         business of such person, firm or corporation.

13.      Termination by You

         You shall have the right to terminate this Agreement, including your
         employment under this Agreement, upon at least thirty (30) days' notice
         to Company given within sixty (60) days following the occurrence of any
         of the following events without your consent, provided that Company
         shall have twenty (20) days after the date such notice has been given
         to Company in which to cure the conduct specified in such notice:

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         (i)      a failure to provide you with the compensation and benefits to
                  which you are entitled under this Agreement;

         (ii)     any failure to continue you in your position as provided in
                  paragraph 5 hereof or removal of you from such position;

         (iii)    a material diminution in your duties and/or responsibilities
                  under paragraph 6 hereof, the assignment to you of duties
                  and/or responsibilities which are materially inconsistent with
                  such duties and/or responsibilities, or a change in your
                  reporting relationship so that you no longer report as
                  provided in paragraph 5 above; or

         (iv)     the relocation of your principal office to a location more
                  than 50 miles from Los Angeles.

         With respect to subparagraph (iii) above, your duties and
         responsibilities shall not be deemed materially reduced for purposes
         hereof solely by virtue of the fact that Company is (or substantially
         all of its assets are) sold to, or is combined with, another entity,
         provided that (a) you continue to have the same duties and
         responsibilities and authority with respect to all of the same
         businesses and operations of Company that you had immediately prior to
         the time of such sale or combination and (b) you shall continue to
         report directly to the Chief Executive Officer (and Chief Operating
         Officer, if applicable) of the entity that manages all such businesses
         and operations of Company.

14.      Consequences of Breach by Company

         (a) If this Agreement is terminated pursuant to paragraph 13 hereof, or
         if Company shall terminate your employment under this Agreement in any
         way that is a breach of this Agreement, you shall be entitled, subject
         to the provisions of paragraph 14(b) below, to the following, which you
         acknowledge to be fair and reasonable, as your sole and exclusive
         remedy, in lieu of all other remedies at law or in equity, for any such
         termination:

         (i)      salary through the date of termination;

         (ii)     salary for the balance of the originally scheduled term of
                  this Agreement payable in accordance with the original
                  schedule therefor and at the salary rates in effect for the
                  applicable periods;

         (iii)    the right to exercise all stock options, whether vested or
                  unvested, in full for the period provided in the relevant
                  stock option agreement (which period is three months for all
                  stock options granted to you to the date hereof), but in all
                  cases not beyond the originally scheduled term of the relevant
                  option;

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         (iv)     the immediate and full vesting of all then outstanding
                  tranches (i.e., outstanding portions of any stock unit award
                  which are scheduled to vest on a particular date) of all stock
                  unit awards granted to you by Company (the "Outstanding Stock
                  Unit Award Tranches"), which shall be paid to you promptly in
                  accordance with the terms thereof;

         (v)      in the event of termination of employment after the completion
                  of a fiscal year of Company but before the payment of bonus
                  awards by Company for such year, a bonus for such completed
                  year, equal to the average of the annual bonuses received by
                  you for the last two fiscal years of Company for which you
                  received a bonus prior to such completed year (the "Last
                  Completed Year Bonus"), payable in a single lump sum promptly
                  after your termination, provided that, notwithstanding the
                  foregoing, in the event that (i) Company shall fail to meet
                  the performance target(s) established for such year by Company
                  pursuant to Section 162(m) of the Internal Revenue Code and
                  Company's 2002 Executive Performance Plan and (ii) no bonuses
                  in respect of such year are paid to the executives of Company
                  then subject to Section 162(m) of the Internal Revenue Code,
                  then the Last Completed Year Bonus shall be deemed to be zero
                  and no amount shall be payable to you pursuant to this
                  subparagraph 14(a)(v).

         (vi)     a pro rata annual bonus for the year in which termination
                  occurs based on an assumed bonus for the full year equal to
                  the average of the annual bonuses received by you for the last
                  two fiscal years of Company for which you received a bonus
                  (the "Average Prior Two Years Bonus"), payable in a single
                  installment promptly after your termination; provided,
                  however, that, notwithstanding the foregoing, if your
                  employment is terminated at a time before the payment of bonus
                  awards for the prior fiscal year of Company have been made,
                  then the pro rata bonus for the year in which termination
                  occurs shall be based on an assumed bonus equal to the Last
                  Completed Year Bonus rather than the Average Prior Two Years
                  Bonus;

         (vii)    any amounts earned, unconditionally accrued or owing to you
                  but not yet paid; and

         (viii)   other employee welfare benefits in accordance with applicable
                  plans and programs of Company applicable to you at the time of
                  termination of your employment with Company, it being
                  understood that for the purposes of such plans and programs,
                  all benefits shall be determined on the basis of the actual
                  date of termination of your employment with Company.

(b) If this Agreement is terminated pursuant to paragraph 13 hereof, or if
Company terminates your employment hereunder in any way that is a breach of this
Agreement,

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then you shall have no duty under any circumstances to seek other employment
(whether or not comparable to your current employment) to obtain compensation
that would or could offset any rights conferred upon you or payments made to you
pursuant to this paragraph 14 or that would or could be available to Company as
an offset against its obligations in respect of such rights or payments.
Notwithstanding the foregoing, however, Company shall be entitled to make
offset(s) against any of its obligation(s) to you under paragraph 14(a) hereof
(except as otherwise specified below in this paragraph 14(b)) with respect to
any and all income derived by you from the rendering of any services (whether as
an employee, consultant or otherwise) at any time after the termination of your
employment hereunder through March 31, 2008, whether or not such services are
comparable to, or in a form comparable to, your employment hereunder (excluding,
however, nominal amounts received by you for serving as executor or trustee for
family members or close personal friends); provided, however, that
notwithstanding the foregoing, such offset shall not apply to: (i) salary paid
and/or payable by Company to you pursuant to subparagraph (a)(ii) of this
paragraph 14 for periods prior to the later of (x) the end of the fiscal year of
Company in which termination of employment has occurred or (y) the end of the
six-month period commencing on the date of such termination; (ii) any bonuses
paid or payable to you pursuant to subparagraphs (a)(v) or (a)(vi) of this
paragraph 14; (iii) income recognized from (x) the exercise of any stock options
or portions thereof which are already vested on the date of termination of your
employment hereunder or which are scheduled to vest within 90 days of such date
or (y) the sale or other disposition of any shares of common stock of Company
received upon any exercise of stock options which is covered by the immediately
preceding subclause (x) of this clause (iii); (iv) the sum of all Deemed-Earned
Stock Unit Amounts (as hereinafter defined); and/or (v) any payments made by
Company to you pursuant to subparagraphs a(vii) or a(viii) of this paragraph 14
(any obligations of Company to you arising pursuant to paragraph 14(a) hereof
other than those specifically excluded pursuant to the foregoing proviso being
hereinafter referred to as "Offsetable Obligations"). For purposes of the
foregoing, a "Deemed-Earned Stock Unit Amount" shall mean the amount determined,
with respect to each Outstanding Stock Unit Award Tranche, by multiplying such
Outstanding Stock Unit Amount Tranche by a fraction, (A)) the numerator of which
is the number of days elapsed from the date of grant of the stock unit award of
which such Outstanding Stock Unit Award Tranche is a part (the "Award Date")
through the date of termination of your employment hereunder and (B) the
denominator of which is the total number of days from the Award Date through the
originally scheduled vesting date of such Outstanding Stock Unit Award Tranche.
All compensation arrangements made by you during the period available for offset
by Company hereunder with respect to services provided or to be provided by you
during such period of offset shall be generally consistent with industry
practices and shall not have the effect of deferring the payment of compensation
to you until after the period of offset contemplated hereunder. In order to
facilitate any offset by Company pursuant to the foregoing, you agree to provide
Company with copies of such tax returns, W-2's or other documentation as Company
may reasonably request in writing from time to time so as to calculate the
amount of any offsets available to it hereunder and to promptly notify Company
of any employment, consulting or other work obtained by you during the offset
period and the


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amount of compensation received or to be received therefor. In the event that
any payments are received by you in respect of Offsetable Obligations as to
which an amount that is or could be offsetable by Company has not been so
offset, either because the availability of such offset was not known at the time
of payment (because the offset arose subsequently in respect of income earned by
you after the date of such payment (but during the period available for offset))
or because such offset was not taken for any other reason, you shall promptly
reimburse Company the amount of such offset upon receipt of written demand
therefor by Company.

15.      Assignment

         Company may assign this Agreement or all or any part of its rights
         hereunder to any entity that succeeds to a substantial portion of
         Company's assets, and this Agreement shall inure to the benefit of such
         assignee, provided that such successor assumes all of the liabilities
         and obligations of Company hereunder, either contractually or as matter
         of law.

16.      Post-Termination Obligations

         After the termination of your employment hereunder for any reason
         whatsoever you shall not either alone or jointly, with or on behalf of
         others, either directly or indirectly, whether as principal, partner,
         agent, shareholder, director, employee, consultant or otherwise, at any
         time during a period of two years following such termination, offer
         employment to, or solicit the employment or engagement of, or otherwise
         entice away from the employment of Company or any affiliated entity,
         either for your own account or for any other person, firm or company,
         any person (other than your personal assistant) who is employed by
         Company or any such affiliated entity, whether or not such person would
         commit any breach of his or her contract of employment by reason of
         leaving the service of Company or any affiliated entity.

17.      Arbitration

         The parties agree that any and all disputes, claims or controversies
         arising out of or relating to this Agreement that are not resolved by
         their mutual agreement shall be submitted to final, binding and
         confidential arbitration before the Judicial Arbitration and Mediation
         Service ("JAMS"), or its successor, pursuant to the United States
         Arbitration Act, 9 U.S.C. Sec. 1 et seq. Either party may commence the
         arbitration process called for in this Agreement by filing a written
         demand for arbitration with JAMS, with a copy to the other party. The
         arbitration will be conducted in accordance with the provisions of
         JAMS' Streamlined Arbitration Rules and Procedures in effect at the
         time of filing of the demand for arbitration. The parties will
         cooperate with JAMS and with one another in selecting an arbitrator
         from a JAMS' panel of neutrals and in scheduling the arbitration
         proceedings. The parties covenant that they will participate in the
         arbitration in good faith, and that they will share equally in its
         costs. The

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         provisions of this paragraph 17 may be enforced by any court of
         competent jurisdiction, and the party seeking enforcement shall be
         entitled to an award of all costs, fees and expenses, including
         attorneys' fees, to be paid by the party against whom enforcement is
         ordered.

         NOTICE: By signing this Agreement you are agreeing to have all
         disputes, claims or controversies arising out of or relating to this
         Agreement decided by neutral arbitration, and you are giving up any
         rights you might possess to have those matters litigated in a court or
         jury trial. By signing this Agreement you are giving up your judicial
         rights to discovery and appeal except to the extent that they are
         specifically provided for under this Agreement. If you refuse to submit
         to arbitration after agreeing to this provision, you may be compelled
         to arbitrate under federal or state law. Your agreement to this
         arbitration provision is voluntary. You acknowledge and agree that you
         have read and understand the foregoing.

18.      Certain Payments

         The parties believe that the payments to you hereunder do not
         constitute "Excess Parachute Payments" under Section 280G of the
         Internal Revenue Code of 1986, as amended (the "Code"). Notwithstanding
         such belief, if any payment or benefit under this Agreement is
         determined to be an "Excess Parachute Payment" Company shall pay you an
         additional amount (a "Gross-Up Payment") that is, after the imposition
         of all income, employment, excise and other taxes, penalties and
         interest thereon, equal to the sum of (a) the excise tax imposed on
         such Excess Parachute Payments under Section 4999 of the Code (the
         "Excise Tax") plus (b) any penalty and interest assessments associated
         with such Excise Tax. Notwithstanding anything to the contrary set
         forth herein, in no event shall the aggregate amount of any payments
         made pursuant to this paragraph 18 exceed $4 million.

19.      Entire Agreement; Amendments; Waiver, Etc.

         (a) This Agreement supersedes all prior or contemporaneous agreements
         and statements of any nature, whether written or oral, concerning the
         terms of your employment (including, without limitation, any terms
         relating to the termination of such employment and the consequences
         thereof and any and all rights conferred upon you pursuant to Section
         11 of the Company's 1995 Amended and Restated Stock Incentive Plan,
         which rights are hereby expressly waived by you), and no amendment or
         modification of this Agreement shall be binding against Company or you
         unless set forth in a writing signed by Company and you. No waiver by
         either party of any breach by the other party of any provision or
         condition of this Agreement shall be deemed a waiver of any similar or
         dissimilar provision or condition at the same or any prior or
         subsequent time.


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         (b) Nothing herein contained shall be construed so as to require the
         commission of any act contrary to law, and wherever there is any
         conflict between any provision of this Agreement and any present or
         future statute, law, ordinance or regulation, the latter shall prevail,
         but in such event the provision of this Agreement affected shall be
         curtailed and limited only to the extent necessary to bring it within
         legal requirements. Without limiting the generality of the foregoing,
         in the event any compensation or other monies payable hereunder shall
         be in excess of the amount permitted by any statute, law, ordinance,
         regulation or wage guideline which may be in effect at any time or from
         time to time, payment of the maximum amount then allowed thereby shall
         constitute full compliance by Company with the payment requirements of
         this Agreement.

         (c) Company shall have the right but not the obligation to use your
         name or likeness for any publicity or advertising purpose, subject to
         your reasonable approval of any biographical material or photographs.

         (d) This Agreement does not constitute a commitment of Company with
         regard to your employment, express or implied, other than to the extent
         expressly provided for herein. Upon termination of this Agreement, it
         is the contemplation of both parties that your employment with Company
         shall cease, and that neither Company nor you shall have any obligation
         to the other with respect to continued employment. In the event that
         your employment continues for any period of time following the stated
         expiration date of this Agreement, unless and until agreed to in a new
         subscribed written document, such employment or any continuation
         thereof is "at will," and may be terminated without obligation at any
         time by either party's giving notice to the other. In the event of such
         termination by Company (i.e., after being continued "at will" following
         a normal expiration of this Agreement), you shall be entitled to
         severance benefits consistent with Company's policies for an employee
         of Company of your seniority and tenure.

         (e) This Agreement shall be governed by and construed in accordance
         with the laws of the State of California. Employment hereunder is
         conditioned upon satisfactory proof of your identity and legal ability
         to work in the United States in accordance with the Immigration Reform
         and Control Act of 1986.


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20.      Notices

         All notices that either party is required or may desire to give the
         other shall be in writing and given either personally or by depositing
         the same in the United States mail addressed to the party to be given
         notice as follows:

                  To Company:     500 South Buena Vista Street
                                  Burbank, California 91521
                                  Attn.:   President

                  To you:         at the address shown for you on the first page
                                  hereof.

         Either party may by written notice designate a different address for
         giving of notices. The date of mailing of any such notices shall be
         deemed to be the date on which such notice is given.

21.      Indemnification

         Indemnification shall be provided to you pursuant to an agreement
         substantially equivalent to Company's standard form of indemnification
         for senior officers, as and when made available to such senior officers
         in accordance with Company's policies regarding same.

22.      Headings

         The headings set forth herein are included solely for the purpose of
         identification and shall not be used for the purpose of construing the
         meaning of the provisions of this Agreement.

If the foregoing accurately reflects our mutual agreement, please sign where
indicated.

                                          THE WALT DISNEY COMPANY



/s/ Thomas O. Staggs                      By:  /s/ Robert A. Iger
---------------------------------              ---------------------------------
Thomas O. Staggs
                                          Title:  President and Chief
                                                  Operating Officer
                                                  ------------------------------
Date:   Sept. 26, 2003
       --------------------------         Date:   Sept. 26, 2003
                                                 -------------------------------