Walt Disney Company (DIS)

Floating Rate Note which resets annually, on the third 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)           

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)