Walt Disney Company (DIS)

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee during fiscal 2006 or as of the date of this proxy statement is or has been an officer or employee of the Company and no executive officer of the Company served on the compensation committee or board of any company that employed any member of the Company’s Compensation Committee or Board of Directors.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee during fiscal 2005 or as of the date of this proxy statement is or has been an officer or employee of the Company. Pursuant to the provisions of the Company’s bylaws and indemnification agreements, fees and other expenses incurred in connection with derivative litigation are being advanced to current and former Directors including Fr. O’Donovan, who is a member of the Compensation Committee. From the beginning of fiscal 2005 through December 31, 2005, the Company advanced (or provided services at the Company’s cost in an amount equal to) $4,324,037 for such fees and expenses, including legal fees, on behalf of such current and former Directors including Fr. O’Donovan. Of this amount, $4,181,681 was paid to a law firm representing current and former Directors including Fr. O’Donovan. For additional information regarding these indemnification arrangements, see “Corporate Governance and Board Matters—Certain Relationships and Related Transactions.”

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee during fiscal 2004 or as of the date of this proxy statement is or has been an officer or employee of the Company. Pursuant to the provisions of the Company’s bylaws and indemnification agreements, fees and other expenses incurred in connection with derivative litigation are being advanced to current and former Directors including Fr. O’Donovan. Accordingly, from the beginning of fiscal 2004 through December 31, 2004, the Company advanced (or provided services at the Company’s cost in an amount equal to) $4,198,489 for such fees and expenses, including legal fees, on behalf of such current and former Directors including Fr. O’Donovan. Of this amount, $3,952,481 was paid to a law firm representing current and former Directors including Fr. O’Donovan. For additional information regarding these indemnification arrangements, see “Governance of the Company—Certain Relationships and Related Transactions—What related party transactions involved Directors?”