Walt Disney Company (DIS)

Eligibility and Participation

All of the approximately 90,000 full-time employees of the Company and its affiliates, as well as the Company’s non-employee Directors, will be eligible to participate in the 2005 Plan. Approximately 4,000 Disney employees (including six executive officers of the Company) and non-employee Directors and approximately 950 Pixar employees currently receive long-term incentive awards in a given year, although this may vary from year to year. From time to time, the Compensation Committee (or as to non-employee Directors, the Board) will determine who will be granted awards, the number of shares subject to such grants and all other terms of awards.

As described in “Corporate Governance and Board Matters—Board Compensation”, each non-employee Director (other than Mr. Jobs) is currently awarded on an annual basis stock options to purchase 6,000 shares of Disney common stock pursuant to a Director compensation program adopted by the Board of Directors. Each non-employee Director (other than Mr. Jobs) is also awarded a $60,000 grant of deferred stock units annually. The Board expects that similar annual awards will be continued under the 2005 Plan, and any change to that program would be determined by the Board of Directors in the future.

Eligibility and Participation

All of the approximately 75,000 full-time employees of the Company and its affiliates, as well as the Company’s non-employee Directors, will be eligible to participate in the 2005 Plan. Approximately 3,500 employees (including five executive officers of the Company) currently receive long-term incentive awards in a given year, although this may vary from year to year. From time to time, the Compensation Committee (or as to non-employee Directors, the Board) will determine who will be granted awards, the number of shares subject to such grants and all other terms of awards.

As described in “Governance of the Company—How are Directors compensated?”, each non-employee Director is currently awarded on an annual basis stock options to purchase 6,000 shares of Disney common stock pursuant to a Director compensation program adopted by the Board of Directors. The Board expects that these annual awards will be continued under the 2005 Plan, and any change to that program would be determined by the Board in the future.

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