EXHIBIT 10(b)

Note: This is a composite text of the Limited Recourse Financing Facility Agreement as amended by an amendment to be dated as of April 30, 1997 and as such agreement will be in effect on that date. This text has been prepared for informational purposes only and does not purport to create any legal rights or liabilities of the parties named herein who are and will be bound only by the Agreement and amendments thereto.

COMPOSITE DRAFT

LIMITED RECOURSE FINANCING FACILITY AGREEMENT

DATED AS OF APRIL 27, 1988

between

DISNEY ENTERPRISES, INC.

and

TDL FUNDING COMPANY

As amended through
April 30, 1997

TABLE OF CONTENTS

                                                                                                                 Page
                                                                                                                 ----
SECTION 1:  DEFINITIONS..........................................................................................   1

SECTION 2:  THE FACILITY.........................................................................................   6
   2.01     Agreement to Make Advances...........................................................................   6
   2.02     Drawing Procedures...................................................................................   6
   2.03     Recovery of Advances.................................................................................   6
   2.04     Interest.............................................................................................   8
   2.05     Cancellation of Commitment; Prepayment...............................................................   8
   2.06     Payments.............................................................................................   9
   2.07     Security Agreement...................................................................................  10
   2.08     Facility Account.....................................................................................  10

SECTION 3:  DISNEY'S LIABILITIES.................................................................................  10
   3.01     Limited Recourse Liability...........................................................................  10
   3.02     Shortfall Indemnities................................................................................  11
   3.03     Basic Agreement Indemnities..........................................................................  13
   3.04     Facility Agreement Indemnities.......................................................................  14
   3.05     Other Parties' Liabilities...........................................................................  14
   3.06     Expenses Included....................................................................................  15

SECTION 4:  YIELD PROTECTION.....................................................................................  15
   4.01     Taxes................................................................................................  15
   4.02     Compliance Costs;  Illegality........................................................................  16
   4.03     Mitigation...........................................................................................  17
   4.04     Yield Protection Prepayment..........................................................................  17
   4.05     Yen Transaction......................................................................................  17

SECTION 5:  FEES AND EXPENSES....................................................................................  18
   5.01     Management Fee.......................................................................................  18
   5.02     Expenses.............................................................................................  18

SECTION 6:  REPRESENTATIONS AND WARRANTIES.......................................................................  18
   6.01     Organization, Power and Authority....................................................................  19
   6.02     Compliance with Law and Other Agreements.............................................................  19
   6.03     Authorization........................................................................................  19
   6.04     Registrations and Approvals..........................................................................  19
   6.05     Agreement Binding....................................................................................  19
   6.06     Other Obligations....................................................................................  20
   6.07     Litigation...........................................................................................  20
   6.08     Information Memorandum; Financial Statements.........................................................  20

   6.09     Basic Agreement......................................................................................  21
   6.10     Designated Receivables...............................................................................  21
   6.11     Records..............................................................................................  22

SECTION 7:  COVENANTS............................................................................................  22
   7.01     Performance of Obligations...........................................................................  22
   7.02     Financial Statements; Other Information..............................................................  22
   7.03     Performance and Notice...............................................................................  23
   7.04     Mortgages; Liens.....................................................................................  23
   7.05     Maintenance and Continuity of Business...............................................................  24
   7.06     Maintenance of Governmental Approvals................................................................  25
   7.07     Taxes................................................................................................  25
   7.08     ERISA................................................................................................  25
   7.09     Maintenance of Records...............................................................................  26
   7.10     Protection of the Company's Interest.................................................................  26
   7.11     Basic Agreement......................................................................................  27

SECTION 8:  CONDITIONS PRECEDENT
   8.01     Conditions Precedent.................................................................................  28

SECTION 9:  TERMINATION EVENTS...................................................................................  31
   9.01     Termination Events...................................................................................  31

SECTION 10:  COLLECTION AGENT....................................................................................  33
   10.01     Appointment of Collection Agent.....................................................................  33
   10.02     Collections.........................................................................................  33
   10.03     Change of Collection Agent..........................................................................  34
   10.04     Application of Collections..........................................................................  34
   10.05     Compensation of Collection Agent....................................................................  34
   10.06     Termination of Collection Agency....................................................................  35

SECTION 11:  MISCELLANEOUS.......................................................................................  35
   11.01     Term................................................................................................  35
   11.02     Entire Agreement....................................................................................  35
   11.03     Waiver; Cumulative Rights...........................................................................  35
   11.04     Assignment..........................................................................................  36
   11.05     Governing Law.......................................................................................  37
   11.06     Submission to Jurisdiction..........................................................................  37
   11.07     Notices.............................................................................................  38
   11.08     Confidentiality.....................................................................................  39
   11.09     Severability........................................................................................  39
   11.10     Counterparts........................................................................................  40

SCHEDULE 1 - Designated Receivables
EXHIBIT A    - Disney Acknowledgment

EXHIBIT B - Lock Box Notice
EXHIBIT C - Pledge Agreement

THIS AGREEMENT is made as of the 27th day of April, 1988 by and among:

DISNEY ENTERPRISES, INC., a corporation organized and existing under the laws of the State of Delaware in the United States of America with its principal office located at 500 South Buena Vista Street, Burbank, California 91521 (hereinafter referred to as "Disney");

TDL FUNDING COMPANY, a company organized and existing under the laws of the Cayman Islands with its registered office located c/o Caledonian Bank and Trust Limited, P.O. Box 1043, Caledonian House, Grand Cayman, Cayman Islands (hereinafter referred to as the "Company"); and

The Company as manager of the limited recourse financing established hereunder (hereinafter referred to in such capacity as the "Manager").

W I T N E S S E T H:

WHEREAS, pursuant to an agreement with Oriental Land Co., Ltd. Disney is entitled to receive certain royalty payments relating to the operations of the Tokyo Disneyland theme park; and

WHEREAS, Disney desires to receive certain advances from the Company and to grant to the Company a security interest in collections of a portion of such royalties to secure the Company's advances, the principal amount of which advances, together with accrued interest, is to be recovered by the Company on a limited recourse basis from the collection of such royalties, subject to the terms and conditions of this Agreement; and

WHEREAS, the Company is prepared, subject to the terms and conditions of this Agreement, to make such advances to Disney;

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

SECTION 1: DEFINITIONS

The following terms shall have the meanings set forth below:

1.1 "Advance" shall mean, with respect to each Quarterly Receivables Period and the Designated Receivables for such Quarterly Receivables Period, the amount set forth on Schedule 1 annexed hereto under the heading "Advance" for such Quarterly Receivables Period, and "Advances" shall mean, where the context so requires, the aggregate amount of such Advances for all Quarterly Receivables Periods during the term of this Agreement. The aggregate Advances received by Disney on the Drawing Date equalled (Yen)90,592,014,000.

1.2 "Affiliate" shall mean, with respect to Disney or the Company, any Person

controlling, controlled by or under common control with Disney or the Company, as the case may be. As used herein, the term "control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

1.3 "Annual Receivables Period" shall mean the Quarterly Receivables Period during which the Drawing Date occurs and the three consecutive Quarterly Receivables Periods thereafter, and each period of four consecutive Quarterly Receivables Periods occurring thereafter during the term of this Agreement.

1.4 "Basic Agreement" shall mean the agreement made as of April 30, 1979 by and between Oriental Land (as hereinafter defined) and Walt Disney Productions (Walt Disney Productions having been subsequently renamed Disney Enterprises, Inc.) as amended by a letter agreement dated April 7, 1983 providing for the construction and operation of Tokyo Disneyland Park, Amendment No. 1 dated April 7, 1983, Amendment No. 2 dated November 2, 1994, Amendment No. 3 dated April 30, 1996 and as such agreements may be amended or otherwise modified from time to time.

1.5 "Business Day" shall mean a day on which banks are not authorized or required to close in (i) Tokyo, Japan, (ii) Los Angeles, California and (iii) New York, New York.

1.6 "Collateral" shall mean, with respect to any Designated Receivables, all collections and other proceeds of such Designated Receivables or, where the context so requires, the aggregate collections and other proceeds of the Designated Receivables for all Quarterly Receivables Periods during the term of this Agreement.

1.7 "Collection Agent" shall mean the Person from time to time appointed pursuant to Section 10.01 to collect the Tokyo Disneyland Receivables and the Designated Receivables and to make distributions therefrom in accordance with the terms and conditions of this Agreement.

1.8 "Commitment" shall mean the obligation of the Company to make Advances subject to the terms and conditions of this Agreement.

1.9 "Conditions Precedent Date" shall have the meaning set forth in
Section 8.01.

1.10 "Designated Receivables" shall mean, with respect to each Quarterly Receivables Period, that portion of the Tokyo Disneyland Receivables identified in Schedule 1 annexed hereto as the "Designated Receivables" for such Quarterly Receivables Period or, where the context so requires, the aggregate amount of such Designated Receivables for all Quarterly Receivables Periods during the term of this Agreement.

1.11 "Disney Acknowledgment" shall mean the acknowledgment by Disney of

the Company's granting of a security interest in this Agreement to certain institutions, which acknowledgment shall be in the form of Exhibit A annexed hereto.

1.12 "Disney Agreements" shall have the meaning set forth in Section 6.01.

1.13 "Drawing Date" shall mean April 30, 1988 or such other date as Disney and the Company shall agree in writing as the date on which Disney shall draw the Advances.

1.14 "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

1.15 "Indebtedness" shall mean, in regard to any Person, all indebtedness (including guarantees and other contingent obligations) with respect to borrowed money or for the deferred purchase price of property or services, all indebtedness of others secured by or benefiting from any charge against, or any encumbrance on or with respect to, properties, contract rights or revenues of such Person, whether or not such Person has become liable for such indebtedness.

1.16 "Information Memorandum" shall mean the undated ten page information memorandum entitled "Information memorandum: Limited Recourse Financing for Disney Enterprises, Inc. relating to royalties for Tokyo Disneyland" regarding Disney, Tokyo Disneyland Park and the transactions contemplated by this Agreement, but shall not include the separate summary of the Basic Agreement referred to therein.

1.17 "Lock Box Account" shall mean account no. 009-007873-026 standing in the name of Disney Enterprises, Inc. at The Hongkong and Shanghai Banking Corporation Limited, Kyobashi Itchome Building, 13-1, Kyobashi 1-chome, Chuo-ku, Tokyo 104, Japan into which Disney has instructed Oriental Land to deposit the Tokyo Disneyland Receivables in accordance with the terms and conditions of this Agreement and the Basic Agreement.

1.18 "Lock Box Notice" shall mean a notice from Disney to the bank at which the Lock Box Account is maintained, which notice shall be in the form of Exhibit B annexed hereto.

1.20 "Mortgage" shall have the meaning set forth in Section 7.04(a).

Urayasu-shi, Chiba Prefecture, 272-01 Japan, its successors and its permitted assigns under the Basic Agreement.

1.22 "Other Taxes" shall have the meaning set forth in Section 4.01(b).

1.23 "Person" shall mean an individual, a corporation, a partnership, an association, a trust or any other entity or organization (including a government or political subdivision or an agency or instrumentality thereof) and the equivalent of any such juridical entity or organization under the laws of any relevant jurisdiction.

1.24 "Pledge Agreement" shall mean a pledge agreement under the laws of Japan pledging the Lock Box Account to the Company as security for Disney's obligations hereunder, which pledge agreement shall be in the form of Exhibit C annexed hereto.

1.25 "Quarterly Receivables Period" shall mean each of the calendar quarters commencing on January lst, April 1st, July 1st and October lst in each year during the term of this Agreement, commencing with the calendar quarter during which the Drawing Date occurs.

1.26 "Records" shall mean the Basic Agreement and other documents, books, records and other information (including without limitation computer programs, tapes, discs, punch cards, data processing software and related property and rights) maintained by Disney with respect to the Tokyo Disneyland Receivables.

1.27 "Restricted Subsidiary" shall have the meaning set forth in
Section 7.04(a).

1.28 "Settlement Date" shall mean, with respect to each Quarterly Receivables Period and the Designated Receivables for such Quarterly Receivables Period, the date thirty (30) days following the last day of such Quarterly Receivables Period.

1.29 "Subsidiary" means any corporation of which more than fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether capital stock of any other class shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned by Disney, by Disney and one or more of such corporations, or by one or more of such corporations.

1.30 "Tangible Property" shall have the meaning set forth in Section 7.04(a).

1.31 "Taxes" shall have the meaning set forth in Section 4.01(a).

1.32 "Termination Event" shall have the meaning set forth in Section 9.01.

1.33 "Theme Park Asset" shall have the meaning set forth in Section 7.04(a).

1.34 "Tokyo Disneyland Park" shall mean the theme park known as Tokyo Disneyland Park located at Maihama, Urayasu, Higashi-Katsushika-gun, Chiba, Japan which is owned and operated by Oriental Land pursuant to the Basic Agreement.

1.35 "Tokyo Disneyland Receivables" shall mean all royalties receivable by Disney from Oriental Land during the period commencing on the Drawing Date and to and including April 30, 2008 pursuant to Paragraphs 11.1.1 and 11.1.2 of the Basic Agreement after deduction by Oriental Land of Japanese withholding tax from such royalties. Tokyo Disneyland Receivables shall not include any deferred royalties receivable by Disney from Oriental Land pursuant to Paragraph 11.1.1 of the Basic Agreement with respect to any period prior to the date of this Agreement and shall not include any payments due under the Basic Agreement with respect to the reimbursement of costs incurred by Disney in rendering services to Oriental Land pursuant to the Basic Agreement.

1.36 "Yen" and the symbol "(Yen)" shall mean Yen in the lawful currency of Japan.

1.37 "Yen Equivalent" shall mean the amount of Yen obtained by converting the amount of other currency involved in such computation into Yen at the spot rate for the purchase of Yen with such other currency as quoted by the principal Tokyo branch of Citibank, N.A. at approximately 11:00 a.m. (Tokyo time) on the day two (2) Business Days prior to any determination thereof.

1.38 "Yen Lenders" shall mean the financial institutions that are parties to the Yen Loan Agreement.

1.39 "Yen Loan Agreement" shall mean any agreement providing for borrowing secured (in whole or in part) by the obligations of Disney under this Agreement. Without limiting the generality of the foregoing, such term shall include the DWARFS Secured Yen Loan Agreement (the "DWARFS Loan Agreement"), dated as of April 24, 1997, among the Company, The Hongkong and Shanghai Banking Corporation Limited, as Collateral Agent and as Administrative Agent, and the financial institutions listed on Schedule I thereto as Lenders .

All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles in the United States, consistently applied. Terms not specifically defined herein which are defined in the Uniform Commercial Code as in effect on the date hereof in the State of New York shall, unless the context otherwise requires, have the meanings set forth therein.

SECTION 2: THE FACILITY

In reliance upon Disney's representations and warranties and subject to the terms

and conditions of this Agreement, the Company hereby agrees to make the Advances to Disney and Disney hereby grants to the Company a security interest in the Collateral to secure the recovery of the principal amount of such Advances and accrued interest thereon. The Company shall recover the aggregate principal amount of such Advances and accrued interest thereon from the collection of the Designated Receivables and with recourse to Disney with respect to the recovery of such amounts, but only to the extent hereinafter expressly provided.

(a) Disney may utilize the Commitment in whole but not in part in a single drawing on the Drawing Date. The Company shall not have any obligation hereunder to made the Advances after the Drawing Date.

(b) Subject to the satisfaction by Disney on the Drawing Date of all applicable conditions precedent (including without limitation the filing of all required financial statements (Form UCC-1) in accordance with the provisions of this Agreement), the Company shall, not later than 11:00 a.m. (Tokyo time) on the Drawing Date, make the Advances to Disney.

(a) Each Advance made by the Company to Disney hereunder with respect to a Quarterly Receivables Period and accrued interest thereon shall be recovered from the collection of the Designated Receivables for such Quarterly Receivables Period. Following receipt by Disney (or, in the event that a Collection Agent shall have been appointed pursuant to Section 10.01, then the Collection Agent) of any Tokyo Disneyland Receivables to the Lock Box Account, Disney (or the Collection Agent, as the case may be) shall, on the next succeeding Settlement Date (or, if the, date of such receipt is a Settlement Date, then on such Settlement Date), apply the amounts so received as follows:

provisions of Section 2.03(b)).

(b) Should Oriental Land make payment of any Tokyo Disneyland Receivables on a date later than that provided in the Basic Agreement for such payment to be made, Disney (or the Collection Agent, as the case may be) shall, on the date of receipt of such payment in the Lock Box Account, apply the amounts so received in accordance with Section 2.03(a) as if such payment had been made on the Settlement Date by which such payment was due. Any overpayment of Tokyo Disneyland Receivables by Oriental Land to the Lock Box Account shall be refunded by Disney (or the Collection Agent, as the case may be) to Oriental Land without interest. Any prepayment of Tokyo Disneyland Receivables by Oriental Land to the Lock Box Account shall be held in the Lock Box Account until the Settlement Date by which such payment would otherwise be due from Oriental Land and interest shall accrue thereon to such Settlement Date in accordance with Section 2.03(d).

(c) In the event that Oriental Land makes a late payment to the Lock Box Account relating to a Quarterly Receivables Period or an Annual Receivables Period with respect to which Disney has made an indemnity payment to the Company pursuant to Section 3.02, the amount of such late payment by Oriental Land shall be applied by Disney (or the Collection Agent, as the case may be), on the date of report of such payment to the Lock Box Account, first (i) to the Company to the extent, if any, that the sum of (A) the Designated Receivables with respect to such Quarterly Receivables Period or Annual Receivables Period actually received from Oriental Land prior to the receipt of such late payment and (B) any indemnity payment made by Disney to the Company pursuant to Section 3.02 with respect to such Quarterly Receivables Period or Annual Receivables Period (other than a payment of interest pursuant to Section 3.02(c)) is less than the Designated Receivables as set forth on Schedule 1 with respect to such Quarterly Receivables Period or Annual Receivables Period and the deferred shortfall amounts, if any, payable pursuant to Section 3.02(d) (without reference to the limitations on such payments set forth therein) with respect to such Quarterly Receivables Period or Annual Receivables Period, and, second (ii) to Disney and the Company, in accordance with Section 2.03(a).

(d) Disney (or the Collection Agent, as the case may be) shall, to the extent permitted by applicable law and prevailing banking practice, cause the bank at which the Lock Box Account is maintained to pay overnight interest on amounts on deposit in the Lock Box Account, and the interest so paid shall be added to the amounts on deposit in the Lock Box Account. Any such interest on deposit in the Lock Box Account on any Settlement Date shall be paid over to Disney on such Settlement Date.

including April 30, 1997 to but excluding the Settlement Date for the Quarterly Receivables Period to which such Advance relates. The interest amount so due on any Settlement Date shall be equal to the difference between the amounts of the Designated Receivables and the Advance set forth on Schedule 1 for the Quarterly Receivables Period to which such Settlement Date relates. Such interest shall be recoverable by the Company in accordance with the provisions of Section 2.03.

(a) Disney may, upon five (5) Business Days' notice to the Company, cancel the Commitment in whole but not in part. Upon such cancellation Disney shall pay to the Company the sum of all reasonable expenses, including reasonable fees and expenses of counsel, printing, communication, travel and all other out-of-pocket expenses incurred by the Company in connection with the preparation, negotiation and execution of this Agreement and the documentation required hereunder, less any amount previously paid to the Company in reimbursement of expenses hereunder pursuant to Section 5.02(a).

(b) Disney shall have the right to prepay the Advances in whole or in part (in a minimum amount of (Yen)1,000,000,000) on any Settlement Date upon fifteen (15) days prior written notice to the Company by the payment on such Settlement Date of (i) the Advances to be prepaid on such Settlement Date and
(ii) accrued interest thereon calculated at the rate set forth in Section 2.04 from and including April 30, 1997 to but excluding the date of Disney's payment to the Company hereunder. Upon such prepayment, the Company shall, subject to applicable legal requirements, prepay its corresponding obligations under the Yen Loan Agreement. Disney's right to prepay in accordance with the preceding sentence shall include the right to prepay the Advances in whole or in part (in a minimum amount of (Yen)1,000,000,000) on fifteen (15) days prior written notice by giving to the Company an irrevocable instruction to prefinance all or part of the obligations of Disney through the Company to the Yen Lenders; a prefinancing shall, for the purposes hereof, be a prepayment within the meaning of this section if (i) it is arranged pursuant to a structure and documents to be approved by Disney and the Company; (ii) the payment obligations of the Company pursuant to the Yen Loan Agreement as to which the direction to prefinance has been given are refinanced; (iii) such payment obligations continue to be secured by an assignment and security interest in the Designated Receivables; and (iv) the benefit of any reduction of interest rate or financing charges realized by the Company in such refinancing is passed on to Disney.

(a) All sums payable to Disney by the Company hereunder or under any document contemplated hereby shall be payable in Tokyo, Japan in Yen and in immediately available funds (or such other Yen funds as may then be customary for the settlement of international banking transactions denominated in Yen) not later than 11:00 a.m. (Tokyo time) on the day in question to the account of Disney (account no. 14297-025) at Bank of America,

Tokyo.

(b) All sums payable to the Company or the Manager hereunder or under any document contemplated hereby, including without limitation the recovery of Advances and accrued interest, indemnity payments by Disney pursuant to Section 3, the management fee and costs and expenses, shall be payable in Tokyo, Japan in Yen and in immediately available funds (or such other Yen funds as may then be customary for the settlement of international banking transactions denominated in Yen) not later than 11:00 a.m. (Tokyo time) on the day in question, to its account at The Hongkong and Shanghai Banking Corporation Limited, Kyobashi Itchome Building, 13-1, Kyobashi 1-chome, Chuo-ku, Tokyo 104, Japan.

(d) Except as otherwise expressly provided in this Agreement, any payments made to the Company and the Manager hereunder or under any document contemplated hereby shall be applied first against costs and expenses due hereunder, then against fees due to the Manager, then against interest on past due amounts, then against unrecovered interest which is due and payable pursuant to Section 2.04, then against unrecovered Advances and thereafter to Disney's indemnity obligations pursuant to Section 3.

This Agreement shall constitute a security agreement between Disney and the Company, and Disney hereby grants to the Company a security interest in the Collateral to secure the recovery by the Company of the Advances and accrued interest thereon. It is the intention of the parties hereby to create a security interest in the Collateral consisting of the cash collections and other cash proceeds of the Designated Receivables and in the proceeds of such Collateral, and such security interest shall not constitute a security interest in the Basic Agreement or any of the Tokyo Disneyland Receivables (including the Designated Receivables).

The Company shall open and maintain on its books a facility account in Disney's name and showing the making of Advances, the accrual of interest, the recovery of Advances and accrued interest, and other amounts due and sums paid hereunder. Such facility account shall be prima facie evidence as to the amounts at any time due hereunder, absent manifest error.

SECTION 3: DISNEY'S LIABILITIES

(b) ANNUAL ADJUSTMENT OF QUARTERLY SHORTFALL PAYMENTS. If, on the Settlement Date for the fourth Quarterly Receivables Period in any Annual Receivables Period, the sum of (A) the Designated Receivables with respect to such Annual Receivables Period which have actually been received from Oriental Land and (B) the quarterly shortfall indemnity payments made by Disney to the Company pursuant to Section 3.02(a) during such Annual Receivables Period is less than the aggregate Designated Receivables set forth on Schedule 1 annexed hereto with respect to such Annual Receivables Period, then Disney shall make a payment to the Company equal to the lesser of (i) the amount of such shortfall and accrued interest thereon pursuant to Section 3.02(c) and (ii) the sum of (C) the Tokyo Disneyland Receivables in excess of the Designated Receivables actually received by Disney in each of the Quarterly Receivables Periods during such Annual Receivables Period and (D) twenty percent (20%) of the Designated Receivables set forth on Schedule 1 annexed hereto with respect to such Annual Receivables Period, as such sum is reduced by (E) the quarterly shortfall indemnity

(c) INTEREST ON ANNUAL ADJUSTMENT PAYMENTS. For any Annual Receivables Period with respect to which an annual adjustment payment is due pursuant to Section 3.02(b), the annual adjustment payment so due shall, for the purpose of the determination of interest due pursuant thereto and to this
Section 3.02(c), be allocated to each Settlement Date with respect to such Annual Receivables Period on which the sum of the Designated Receivables actually received from Oriental Land and the quarterly shortfall indemnity payment made by Disney to the Company on such Settlement Date pursuant to
Section 3.02(a) was less than the Designated Receivables set forth on Schedule 1 annexed hereto for the Quarterly Receivables Period to which such Settlement Date relates (the amount of such deficiency for each such Settlement Date being hereinafter sometimes referred to as the "residual quarterly shortfall"), such allocation of the amount of the annual adjustment payment to each such Settlement Date being in the amount of such residual quarterly shortfall,

(d) DEFERRED SHORTFALL PAYMENTS. In the event that Disney shall have made payments to the Company pursuant to Sections 3.02(a) and (b) with respect to any four consecutive Quarterly Receivables Periods to the full extent of the twenty percent (20%) limitations for such Quarterly Receivables Periods (including the annual adjustment payments attributable to such Quarterly Receivables Periods in accordance with Section 3.02(c)) as set forth in Sections 3.02(a)(ii) and 3.02(b)(ii)(D) and, during such period of four consecutive Quarterly Receivables Periods Tokyo Disneyland Park or any substantial portion thereof shall have been closed to the public for more than thirty (30) consecutive days for any reason whatsoever other than normal public holidays and regularly scheduled maintenance, then the aggregate amount of (i) the residual quarterly shortfalls for such four consecutive Quarterly Receivables Periods or
(ii) if greater, the residual quarterly shortfalls for the four consecutive Quarterly Receivables Periods commencing with the Quarterly Receivables Period immediately

(e) SHORTFALL CALCULATIONS. For the purposes of all calculations to be made pursuant to this Section 3.02, any payment by Disney to the Company hereunder shall be deemed to have been made to the full extent of the Tokyo Disneyland Receivables in excess of the

Designated Receivables actually received by Disney on any relevant Settlement Date(s) before any payment by Disney shall be deemed to have been made under the other provisions of Section 3.02(a) or (b) which are subject to the twenty percent (20%) limitations set forth therein.

(f) PAYMENTS APPLICATION. Payments received by the Company under this
Section 3.02 (other than any interest paid pursuant to Section 3.02(c)) shall be applied by the Company to the recovery of the Advances with respect to the Quarterly Receivables Periods to which payments hereunder relate and to the recovery of accrued interest on such Advances pursuant to Section 2.03.

(a) In the event that Oriental Land reduces (by means of set-off or otherwise), or does not make payment of, any of the Designated Receivables or terminates the Basic Agreement on the basis, in any such event, that Disney has defaulted in the performance of any of its obligations to Oriental Land under the Basic Agreement or on the basis that Disney has withheld or withdrawn certain material intellectual property licenses pursuant to Paragraph 13.9 of the Basic Agreement, Disney agrees to indemnify the Company and to hold the Company harmless against any cost, expense, damage or liability arising out of or resulting from such reduction, non-payment or termination. Disney's liability with respect to any such reduction or non-payment of any of the Designated Receivables, if paid on the date each of such Designated Receivables would otherwise have been paid in full by Oriental Land, shall not exceed the amount by which the Designated Receivables (if any) actually received from Oriental Land is less than the Designated Receivables for the relevant Quarterly Receivables Period set forth on Schedule 1. Upon termination of the Basic Agreement by Oriental Land on the basis of any such default, withholding or withdrawal, Disney shall pay to the Company in settlement of Disney's obligations under this Section 3.03(a), and the Company agrees to accept in settlement of such obligations, an amount equal to the sum of (i) the Advances then outstanding and (ii) accrued interest thereon calculated at the rate set forth in Section 2.04 from and including the Drawing Date to but excluding the date of Disney's payment to the Company hereunder.

(b) Payments pursuant to this Section 3.03 shall be made by Disney to the Company not later than the date which is five (5) Business Days following the Company's written demand hereunder, which demand shall set forth the Company's calculations as to the amounts so due.

(c) Payments received by the Company under this Section 3.03 shall be applied by the Company in accordance with Section 2.06(d).

(a) Disney agrees to indemnify the Company and to hold the Company harmless against any cost, expense, damage or liability directly arising out of or resulting from

(i) any representation or warranty made by Disney in this Agreement or in any certificate or other document delivered pursuant to this Agreement having been incorrect in any material respect when made or (ii) any Termination Event other than a Termination Event pursuant to Section 9.01(a).

(b) Payments pursuant to this Section 3.04 shall be made by Disney to the Company not later than the date which is five (5) Business Days following the Company's written demand hereunder, which demand shall set forth the Company's calculations as to the amounts so due, such calculations to be conclusive and binding on the parties hereto absent manifest error.

(c) Payments received by the Company under this Section 3.04 shall be applied by the Company in accordance with Section 2.06(d).

No obligation or liability of Disney to Oriental Land or any other third party (including without limitation any governmental authority in Japan) under or with respect to the Basic Agreement is assumed by the Company, the Manager or any Collection Agent by reason of the execution, delivery or performance of this Agreement and the transactions contemplated hereby, and any such assumption is hereby expressly disclaimed. Disney shall indemnify and hold harmless each of the Company, the Manager and any Collection Agent against any cost, expense, damage or liability arising out of or resulting from any assertion or determination that any of such parties has assumed any such obligation or liability (other than any cost, expense, damage or liability arising out of or resulting from the negligence or wilful misconduct of the Company, the Manager or such Collection Agent).

Indemnification pursuant to the provisions of this Section 3 shall include without limitation reasonable counsel fees and expenses and other out- of-pocket expenses, including expenses of investigation, incurred in connection with the matter or transaction giving rise to a claim for indemnification.

SECTION 4: YIELD PROTECTION

(a) To the extent that the amount of any Designated Receivables actually received by Disney from Oriental Land with respect to any Quarterly Receivables Period and available for application by Disney (or the Collection Agent, as the case may be) in payment of Disney's obligations to the Company hereunder is less than the Designated Receivables for such Quarterly Receivables Period as set forth on Schedule 1 by virtue of such Designated

Receivables received by Disney from Oriental Land being subject to any present or future withholding taxes, or any liabilities with respect thereto, imposed by Japan or any political subdivision or taxing authority thereof or therein (all such taxes being hereinafter referred to as "Taxes") at a rate greater than ten percent, Disney shall pay such additional amounts to the Company hereunder as may be required to indemnify the Company for the reduction in such amount received by Disney from Oriental Land which is attributable to Japanese tax being payable thereon at a rate in excess of ten percent.

(d) Within thirty (30) days after the date of any payment of Taxes or any other tax, levy, impost, deduction, charge or withholding with respect to any payment hereunder, Disney or the Collection Agent, as the case may be, shall furnish to the Company the original or a certified copy of a receipt evidencing payment thereof, if available.

(e) Without prejudice to the survival of any other agreement of Disney hereunder, the agreements and obligations of Disney contained in this Section 4.01 shall survive the recovery in full of the Advances and accrued interest thereon.

this Agreement, each reference in Section 7.02(a) and Section 7.03 of the DWARFS Loan Agreement to the Company as payor under the Loans or otherwise shall be treated as a reference to Disney as payor under the Advances. In addition, if the Company is obligated to make any payment under Section 7.02 or 7.03 of the DWARFS Loan Agreement, then upon submission to Disney of the notice or other evidence establishing the requirement for and amount of such gross up payment, Disney shall reimburse and indemnify the Company for such payments and shall, so long as such requirement shall continue, make such gross up payments to the Company.

(a) If (i) compliance by the Company with any law, regulation or condition imposed after the date hereof by the United States or Japan or any political subdivision or authority thereof or therein with respect to this Agreement, the Commitment, the unrecovered Advances or any funds obtained by the Company to meet or maintain its obligations hereunder and any restraint, guideline or policy not having the force of law of any central bank or governmental monetary authority (other than a change in any reserve or deposit requirement or rate of interest payable by the Company or such funding sources in respect of their obligations related to this transaction), or (ii) any change imposed by a taxing authority in Japan or any political subdivision thereof (other than changes in the rate of tax or a tax or charge having the effect of a tax which is a capital, consumption or franchise tax or is imposed on the income of the Company or such funding sources) shall (A) result in an increase (net of any related tax reduction) in the cost to the Company of advancing or maintaining the Commitment or the unrecovered Advances, or (B) result in a net reduction of any amount received or receivable by the Company hereunder, then the Company shall furnish to Disney a statement of the nature and amount of such cost or reduction and Disney shall pay to the Company on demand from time to time such additional amounts as may be necessary to compensate the Company for such additional cost or reduction.

(b) In the event that it shall become unlawful under the laws of the United States or Japan or any political subdivision thereof or therein for the Company to honor the Commitment or to fund or maintain the Commitment or the unrecovered Advances, then the Commitment shall be canceled and, if the Advances have been made, Disney shall pay to the Company within forty-five (45) days of the Company's written demand hereunder or on such earlier date as payment may be required to cure such illegality in settlement of Disney's obligations under this Section 4.02(b), and the Company agrees to accept in settlement of such obligations, an amount equal to the sum of (i) the Advances then outstanding, and (ii) accrued interest thereon calculated at the rate set forth in Section 2.04 from and including the Drawing Date to but excluding the date of Disney's payment to the Company hereunder. Upon the occurrence of any event giving rise to the application of this Section 4.02(b), the Company shall promptly notify Disney thereof and shall furnish Disney evidence certified by the Company as to such illegality.

The Company shall act in good faith to mitigate the consequences to the Company and Disney of any yield protection payment which becomes due under
Section 4.01 or Section 4.02(a) or of any illegality under Section 4.02(b) including without limitation, if appropriate, the assignment of its rights and obligations hereunder with Disney's consent to an Affiliate of the Company or to any other Person upon Disney's indemnifying the Company for any reasonable costs and expenses incurred or liabilities assumed by the Company with respect to such assignment.

If Disney is required to pay any amount to the Company pursuant to
Section 4.01 (other than any immaterial stamp or documentary tax payable under
Section 4.01(b)) or Section 4.02, Disney shall have the right on any Settlement Date within one hundred twenty (120) days of the date of such payment, upon not less than thirty (30) days' prior written notice to the Company (which notice shall be irrevocable), to prepay the Advances then outstanding, either in whole or in part, with accrued interest thereon calculated at the rate set forth in
Section 2.04 from and including the Drawing Date to but excluding the Date of Disney's payment to the Company hereunder.

This is an international financial transaction in which the specification of Yen and payment in Tokyo, Japan are of the essence, and Yen shall be the currency of account and of payment in all events. The payment obligations hereunder shall not be discharged by an amount paid in another currency or in another place, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on prompt conversion to Yen and transfer to Tokyo, Japan under normal banking procedures does not yield the amount of Yen due hereunder. In the event that any payment, whether pursuant to a judgment or otherwise, upon such conversion and transfer does not result in payment of such amount of Yen in Tokyo, Japan, the Company shall be entitled to demand immediate payment of, and shall have a separate cause of action for, the Yen deficiency in respect of the payment due to it.

SECTION 5: FEES AND EXPENSES

Disney shall pay to the Manager a management fee for services to be rendered during the first year of the term of this Agreement in an amount as separately agreed between Disney and the Manager. The management fee shall be payable on the Drawing Date.

(a) Within thirty (30) days of the Company's invoice therefor, Disney shall, whether or not the Commitment is utilized, promptly reimburse the Company for all reasonable expenses, including reasonable fees and expenses of counsel, printing, communication, publicity, travel and all other out-of-pocket expenses incurred by the Company (i) up to a maximum of the Yen Equivalent of One Hundred Thousand United States dollars ($100,000) in connection with the negotiation, preparation and execution of this Agreement and the documentation required hereunder, and (ii) in connection with any amendments, waivers or consents relating to this Agreement or the transactions or any document contemplated hereby required during the term hereof.

(b) Disney shall also reimburse the Company on demand for all reasonable expenses incurred by the Company (including without limitation fees and expenses of counsel and other professional advisors) (i) in the determination that there has occurred a Termination Event or an event that, with the giving of notice or the passing of time, or both, would constitute a Termination Event, and (ii) in the administration and enforcement of this Agreement from and after the occurrence of such a Termination Event or event. Such expenses shall be reimbursed whether or not they arise during the term of this Agreement and whether or not the Company gives notice of such Termination Event or event or takes other action to enforce the provisions of this Agreement or any related documentation.

SECTION 6: REPRESENTATIONS AND WARRANTIES

Disney hereby represents and warrants to, and covenants with, the Company as follows:

Disney is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware in the United States of America and has full legal right, power and authority to execute, deliver and perform its obligations under this Agreement, the Disney Acknowledgment, the Pledge Agreement, the Lock Box Notice and the Form UCC-1 financing statement to be delivered hereunder (hereinafter referred to collectively as the "Disney Agreements"). Disney is duly qualified to do business and is in good standing in the State of California.

There is no law, regulation, decree or similar authority binding on Disney, no provision of the Certificate of Incorporation or By-laws of Disney and no provision of any existing contract, agreement or instrument to which Disney is a party or by which any of its properties or assets is bound which has been or would be contravened, or which (other than the Disney Agreements) would result in the imposition of any mortgage, lien, charge or encumbrance on any of its properties or assets, by reason of the execution and delivery of any of

the Disney Agreements by Disney or by reason of the performance or observance by Disney of any of the terms and conditions hereof or thereof.

The execution, delivery and performance by Disney of each of the Disney Agreements have been duly authorized by all appropriate corporate action on the part of Disney.

All consents, approvals, licenses and authorizations of, and all filings and registrations with, any governmental agency or authority necessary for the due execution and delivery of this Agreement by Disney have been obtained, and all consents, approvals, licenses, authorizations, filings and registrations necessary for the due execution and delivery of the other Disney Agreements by Disney and for the performance or enforceability hereof and thereof by or against Disney shall have been obtained and shall be in full force and effect prior to the date on which Disney gives the Notice of Drawing to the Company hereunder.

Disney is not in default under any agreement, obligation or duty to which it is a party or by which it or any of its properties or assets is bound which would have a material adverse effect on the ability of Disney to perform its obligations under any of the Disney Agreements.

There are no pending or, to the knowledge of Disney, threatened legal actions, arbitration or other legal or administrative proceedings which, if adversely determined, would (i) materially impair the ability of Disney to carry on its business as now conducted or materially affect the consolidated financial condition of Disney, (ii) adversely affect the ability of Oriental

Land (to the best of Disney's knowledge), Disney or any Collection Agent to pay any amounts due under the Basic Agreement or any of the Disney Agreements or
(iii) adversely affect the validity or enforceability of the Basic Agreement or any of the Disney Agreements against Oriental Land (to the best of Disney's knowledge) or Disney.

The copy of the Basic Agreement heretofore delivered by Disney to the Company is a true and correct copy of the Basic Agreement as in effect on the date of this Agreement, and there exists no other agreement between Disney and Oriental Land regarding their respective rights and obligations with respect to the Tokyo Disneyland Receivables. The Basic Agreement constitutes the legal, valid and binding obligation of the parties thereto, enforceable in accordance with its terms, except as such enforcement may be limited (i) by bankruptcy, insolvency, liquidation, reorganization, moratorium or other similar laws affecting the enforcement of creditors' right generally and (ii) by the application or general equitable principles (regardless of whether considered in a proceeding in equity or at law). All consents, approvals, licenses and authorizations of, and all filings and registrations with, any governmental agency or authority with respect to the Basic Agreement or to the parties' performance of their respective obligations thereunder have been duly obtained and continue in full force and effect. To the knowledge of Disney, no event has occurred and no circumstance or condition exists which would entitle (or, with the giving of notice or the passing of time, or both, would entitle) either party to the Basic Agreement to terminate the Basic Agreement, to seek damages thereunder against the other party, to give notice of an event of force majeure or of a condition of material business or economic hardship, to suspend its performance thereunder, to reduce any

Tokyo Disneyland Receivables otherwise payable thereunder or to withhold or withdraw any intellectual property rights licensed thereunder. No substantial dispute exists between Disney and Oriental Land with respect to the Basic Agreement or any of their respective rights and obligations thereunder or with respect to Tokyo Disneyland Park which could affect adversely the payment of the Designated Receivables by Oriental Land under the Basic Agreement. None of Disney's rights under the Basic Agreement is the subject of any mortgage, lien, pledge or other security interest or of any segregation of proceeds or other preferential arrangement other than the security interest in the Collateral in favor of the Company established pursuant to the terms and conditions of this Agreement.

Disney owns each of the Designated Receivables, free and clear of any adverse claim. On making the Advances (assuming the Lock Box Notice has been duly acknowledged by the depositary bank at which the Lock Box Account is maintained) and upon Oriental Land making payment into the Lock Box Account of any Designated Receivables constituting Collateral hereunder, the Company shall acquire a valid and perfected security interest in such Collateral. No effective financing statement or other instrument similar in effect covering the Basic Agreement, any Designated Receivables or the proceeds thereof is or shall at any time during the term of this Agreement be on file in any relevant recording office except the financing statement in favor of the Company with respect to this Agreement and the other Disney Agreements.

The chief place of business and chief executive offices of Disney and the office at which the Records are kept are located in the State of California in the United States of America.

SECTION 7: COVENANTS

In addition to the other undertakings herein, Disney hereby covenants with the Company that during the term of this Agreement Disney shall act as follows and shall perform the following obligations:

Disney shall punctually pay all amounts due from Disney under this Agreement and the other Disney Agreements at the places and times and on the dates specified herein or therein. Disney shall perform all of its other obligations, undertakings and covenants under each of the Disney Agreements and under, and with respect to, the Basic Agreement to the extent non-performance of any such obligations, undertakings or covenants would entitle Oriental Land to reduce (by means of set-off or otherwise), or not to make payment of, any of the Designated

Receivables or to terminate the Basic Agreement.

Disney shall maintain an accounting system in accordance with generally accepted accounting principles in the United States consistently applied and shall furnish to the Company the following:

(a) as soon as available but not later than one hundred twenty (120) days after the end of each of its fiscal years, consolidated financial statements of The Walt Disney Company (each including, at least, a balance sheet, a statement of income and a statement of sources and application of funds with related notes specifying significant accounting policies and their impact on such financial statements and all related schedules) as at and for the accounting period then ended, audited and certified by independent certified public accountants of international standing;

(b) promptly upon receipt, a copy of each statement of account submitted by Oriental Land to Disney pursuant to Paragraph 11.1.6 of the Basic Agreement;

(c) as soon as available but not later than one hundred twenty (120) days after the end of each of its fiscal years, a statement certified by Disney's independent certified public accountants setting forth, on the basis of their audit examination of Disney, the Tokyo Disneyland Receivables for such fiscal year and further setting forth a reconciliation of receipts and disbursements from the Lock Box Account for such fiscal year;

(d) not later than September 15th in each year, projections prepared by Disney setting forth projected Tokyo Disneyland Receivables and projected receipts with respect to Designated Receivables for the following fiscal year which projections shall contain at least the same items of information as Oriental Land is required to provide in each statement of account pursuant to Paragraph 11.1.6 of the Basic Agreement; and

(e) such other information respecting the business, properties, condition or operations, financial or otherwise, of Disney as Disney discloses to the public from time to time and, with respect to Tokyo Disneyland Park, such other information respecting its business, properties, condition or operations, financial or otherwise, as the Company may from time to time reasonably request. Disney shall permit representatives of the Company from time to time during Disney's normal business hours to inspect, audit and make copies of any and all Records.

Disney shall give notice to the Company promptly after Disney has knowledge of (i) any substantial dispute between Disney and Oriental Land with respect to the Basic Agreement which could adversely affect the payment of any Tokyo Disneyland Receivables by

Oriental Land, (ii) any substantial labor dispute affecting the continued normal business operations of Tokyo Disneyland Park, (iii) any loss or damage to the properties or assets of Tokyo Disneyland Park resulting from any casualty if the initial estimated cost of replacement is in excess of Four Billion Five Hundred Million Yen ((Yen)4,500,000,000) or its then equivalent in any currency, (iv) any notice received from Oriental Land or given by Disney to Oriental Land under the Basic Agreement regarding a default or alleged default thereunder or the bankruptcy, etc. (as therein defined) of either of the parties, regarding the occurrence of an event of force majeure or of any condition of material business or economic hardship as contemplated by Paragraph 21 of the Basic Agreement, regarding the imposition of foreign exchange controls or regarding the withholding or withdrawal by Disney of certain intellectual property rights licensed under the Basic Agreement, (v) any proposed amendment to, or other modification of, the Basic Agreement, (vi) the commencement of any litigation or proceeding (whether by service of process or by attachment or arrest of any property or asset) involving total claims against Disney in excess of Twelve Billion Eight Hundred Million Yen ((Yen)12,800,000,000) or its then equivalent in any currency, or (vii) the occurrence of any Termination Event or event that, with the giving of notice or the passing of time, or both, would constitute a Termination Event.

(a) Neither Disney nor any Restricted Subsidiary (as hereinafter defined) shall create, issue, assume, guarantee or allow to be secured any bonds or other instruments for Indebtedness issued or sold privately or to the public which:

(i) are or are intended to be quoted, listed or dealt in on any stock exchange or over-the-counter market; and

(ii) are secured by a mortgage, lien, security interest or other encumbrance ("Mortgage") upon (a) any Tangible Property (as hereinafter defined) except any Theme Park Asset (as hereinafter defined) or (b) any shares of stock or Indebtedness of any Restricted Subsidiary;

unless Disney's Indebtedness hereunder is secured equally and ratably with such Indebtedness. The foregoing restrictions shall not apply to Mortgages on property of a corporation existing at the time such corporation becomes a Restricted Subsidiary or is merged into or consolidated with Disney or a Restricted Subsidiary.

"Restricted Subsidiary" means any Subsidiary substantially all of the property of which is located, or substantially all of the business of which is carried on, within the United States of America and which owns Tangible Property. "Tangible Property" means any land, building, machinery or equipment or leasehold interest or improvement which would be reflected on a consolidated balance sheet of Disney or Disney and its consolidated Subsidiaries prepared in accordance with United States generally accepted accounting principles, excluding (i) in the case of Disney, all such Tangible Property located outside the United States of America, (ii) all

intangible assets of any nature whatsoever as reflected on a consolidated balance sheet of Disney or Disney and its consolidated Subsidiaries prepared in accordance with United States generally accepted accounting principles, and
(iii) all films, programs, and film and program rights. "Theme Park Asset" means any Tangible Property which forms a part of or is used, operated or employed by Disney and its Subsidiaries in connection with Disneyland, Magic Kingdom or Epcot Center or any other theme park, resort or attraction owned or operated by Disney and its Subsidiaries (whether now or hereafter in existence).

(b) Notwithstanding the foregoing, Disney shall not create, assume, incur or suffer to exist, or permit to be created, assumed, incurred or suffered to exist, any mortgage, lien, pledge, security interest or other charge or encumbrance or other preferential arrangement of any kind upon or with respect to the Basic Agreement, any of the Tokyo Disneyland Receivables or the Designated Receivables or in any proceeds of any of the foregoing, other than the security interest in the Collateral in favor of the Company established pursuant to the terms and conditions of this Agreement, without the prior written consent of the Company.

Disney shall maintain its corporate existence, rights, privileges and franchises under and in compliance with all applicable corporate and tax laws and shall conduct its business, in all material respects, in compliance with all applicable laws and with all regulations and governmental guidelines having the force of law.

Disney shall maintain in full force and effect all necessary governmental consents, approvals, licenses, authorizations, filings and registrations obtained in connection with the Basic Agreement, this Agreement or any of the other Disney Agreements, and shall take all such additional action as may be necessary in connection therewith. Disney undertakes to obtain and to effect any new or additional consents, approvals, licenses, authorizations, filings and registrations in connection with the performance by Disney and the enforceability of the terms and conditions of each such agreement, document and instrument, which consents, approvals, licenses, authorizations, filings and registrations are necessary to prevent the reduction or non-payment of any Tokyo Disneyland Receivables or the termination of the Basic Agreement.

Disney shall pay and discharge all taxes and governmental charges upon it or any of its properties or assets prior to the date after which penalties attach for failure to pay, the non-payment of which might have a material adverse effect on the business or financial condition of Disney on a consolidated basis, except to the extent that Disney shall be contesting in good faith its obligation to pay such taxes or charges, adequate reserves having been set aside for the payment thereof. Disney shall make timely filings of all tax returns and governmental reports

required to be filed or submitted under any applicable laws or regulations.

(b) Disney shall not (i) without the prior written consent of the Company terminate any employee pension benefit plan (as defined in Section 3(2) of ERISA) which is subject to Title IV of ERISA in a "distress termination" under Section 4041 of ERISA, (ii) permit the "amount of unfunded benefit commitments" (as defined in Section 4001(a)(18) of ERISA) under all employee pension benefit plans which are subject to Title IV of ERISA (excluding employee pension benefit plans with assets greater than vested benefits) to exceed Twenty-Five Million United States dollars ($25,000,000), or (iii) incur any withdrawal liability under Section 4201 of ERISA in an aggregate amount greater than Twenty-Five Million United States dollars ($25,000,000) to all multiemployer plans (as defined in Section 4001(a)(3) of ERISA) for contributions that Disney may be required to make under any agreement relating to such multiemployer plans or any law pertaining thereto.

(c) For purposes of Section 7.08 of this Agreement, the term "Disney" shall mean Disney, any Affiliate of Disney and each trade or business (whether or not incorporated) which together with Disney would be treated as a single employer under the provisions of Title I or IV of ERISA.

(a) Subject to Section 10.03(a), Disney shall maintain all such Records as may be necessary or advisable for the administration, servicing and collection of all Designated Receivables (including without limitation duplicate records and/or system redundancy so as to enable the reconstruction of essential records in the event of any reasonably foreseeable casualty).

(b) Subject to Section 10.03(a), Disney shall hold in trust for the Company the Records and shall maintain and mark the Records in a manner such that the Designated Receivables are segregated from all other accounts and receivables and are readily identifiable.

(a) Disney shall, from time to time, do and perform any and all acts and execute any and all documents (including without limitation the execution, amendment or supplementation of any financing statements and continuation statements for filing under the provisions of the Uniform Commercial Code of any applicable jurisdiction and of any documents appropriate for filing under the provisions of applicable law to perfect and protect the Company's interest in the Collateral in any jurisdiction in which the Uniform Commercial Code is not in effect, the execution, amendment or supplementation of any instrument of transfer and the making of notations in the Records) as may be necessary, or as may be reasonably requested by the Company, in order to effect the purposes of the Disney Agreements, to protect the Company's interest in the Collateral and to effect collection of the Designated Receivables upon Disney's failure to effect such collection in accordance will the provisions of this Agreement. Disney hereby irrevocably constitutes and appoints the Company as its true and lawful attorney-in-fact, with full power of substitution, during the term of this Agreement to execute and deliver any and all documents and to do and perform any and all acts referred to in, or contemplated by, this Section 7.10 in Disney's name, place and stead, Disney hereby ratifying and confirming all that its said attorney-in-fact shall lawfully do hereunder and pursuant hereto. Disney acknowledges that its said attorney-in-fact shall have no duty, by virtue of this Section 7.10, to execute and deliver any of such documents or to do and perform any of such acts and that the failure of said attorney-in-fact to do so shall not excuse Disney of its obligations hereunder with respect to such documents and acts. The Company hereby agrees that it shall not initiate any legal or arbitral proceedings against Oriental Land in the name of Disney to enforce collection of any Designated Receivables due from Oriental Land pursuant to the Basic Agreement except upon the occurrence of a Termination Event hereunder and that the Company shall give Disney thirty (30) days' prior notice of the initiation of any such proceeding unless in the opinion of the Company such delay in the initiation of proceedings may result in irreparable injury to its interests hereunder (in which event the initiation of such proceedings shall not require such prior notice to Disney).

(b) Disney shall not change its name, identity or corporate structure (within the meaning of Section 9-402(7) of the Uniform Commercial Code) unless it shall have given the Company at least thirty (30) days' prior notice thereof.

(c) Disney shall not relocate its chief place of business, chief executive offices or any office where Records are kept unless it has given the Company at least thirty (30) days' prior notice thereof.

(d) To the fullest extent permitted by applicable law, the Company shall be permitted to sign and file financing and continuation statements with respect to its interest in the Collateral and amendments thereto without Disney's execution thereof. The Company shall promptly send to Disney copies of any such documents so signed and filed, provided that no failure by the Company to send such copies to Disney shall affect the validity or effectiveness of any such document.

(e) Disney does not have, at no time has had, and at no time during the term of this Agreement or the DWARFS Loan Agreement will have, any permanent establishment in Japan. No Advance extended under this Agreement was used within Japan.

(a) Disney shall use its best efforts to ensure the performance by Oriental Land of its obligations under the Basic Agreement to make timely payments of the Designated Receivables to the Lock Box Account.

(b) Disney shall not, with respect to the Basic Agreement as it relates to Tokyo Disneyland Park, (i) amend, otherwise modify or waive the benefit of any of the provisions of Paragraph 3 entitled "Term", Paragraph 9.3 entitled "WDP Participation in Operations", Paragraph 11 entitled "Payments to WDP and Financial Reporting" (other than the provisions of Paragraphs 11.1.3, 11.1.4 and 11.1.5), Paragraph 20 entitled "Termination", Paragraph 21 entitled "Business or Economic Hardship", Paragraph 25 entitled "Force Majeure" or Paragraph 30.11 entitled "Successors and Assigns" of the Basic Agreement, (ii) amend, otherwise modify or waive the benefit of any other of the provisions of the Basic Agreement which could have a material adverse effect on the Company's interest in or collection of any of the Designated Receivables or any portion thereof, or (iii) consent to any sublicense, assignment, delegation, mortgage or hypothecation of any of Oriental Land's rights, privileges, duties or obligations under the Basic Agreement pursuant to Paragraph 30.11 thereof, without in each such case obtaining the prior written consent of the Company. The foregoing provisions of this Section 7.11(b) shall not restrict the right of Disney and Oriental Land to amend, otherwise modify or waive the benefit of any provision of the Basic Agreement to the extent that such amendment, modification or waiver does not relate to Tokyo Disneyland Park. In the event that Disney shall undertake, on such terms and conditions as shall be reasonably satisfactory to the Company, that all obligations hereunder with respect to the recovery of the Advances, the payment of accrued interest thereon and the payment of all other amounts due hereunder and under the other Disney Agreements shall be general recourse obligations of Disney, Disney shall have the unrestricted right to amend, otherwise modify or waive the benefit of any provision of the Basic Agreement and the foregoing restrictions contained in this Section 7.11(b) shall be of no further force or effect.

(c) Disney shall not exercise any right of termination under the Basic Agreement, consent to a termination of the Basic Agreement by Oriental Land or take any other enforcement or remedial action thereunder (including giving notice of any event of force majeure or of any condition of material business or economic hardship or of any disposition of funds on the imposition of foreign exchange controls) without the prior written consent of the Company. Disney shall not assign any of its rights or obligations under the Basic Agreement without the prior consent of the Company (which consent shall not unreasonably be withheld).

(d) Disney shall give prompt notice to the Company, upon becoming aware

thereof, that any of the Designated Receivables will not be timely paid in full by Oriental Land, and such notice shall state, to the best of Disney's knowledge, the reasons such Designated Receivables will not be timely paid in full.

(e) Upon the occurrence of a default by Oriental Land in the performance of any of its obligations under the Basic Agreement which, in the reasonable opinion of the Company, will or is likely to cause Oriental Land to fail to pay or to reduce any of the Designated Receivables, Disney shall take such enforcement or remedial action with respect to the collection of the Designated Receivables for the Company's benefit as the Company may reasonably request.

(f) During the term of this Agreement, Disney shall irrevocably direct Oriental Land to make all payments of Tokyo Disneyland Receivables due under the Basic Agreement in Yen to the Lock Box Account. Should Oriental Land make any payment with respect to the Tokyo Disneyland Receivables or any Designated Receivables directly to Disney rather than to the Lock Box Account, Disney shall immediately deposit such payment, or cause such payment to be deposited, to the Lock Box Account. Disney shall not use the Lock Box Account or permit the Lock Box Account to be used for any purpose other than the receipt of Tokyo Disneyland Receivables and the application of such payments in accordance with the provisions of this Agreement.

(g) Disney shall extend the initial term of the Basic Agreement to expire on March 31, 2008 in accordance with the provisions of Paragraph 3 of the Basic Agreement.

SECTION 8: CONDITIONS PRECEDENT

The obligation of the Company to make available the Advances on the Drawing Date is subject to the fulfillment, as determined by the Company and its counsel, of the following conditions precedent three (3) Business Days prior to the Drawing Date (the "Conditions Precedent Date") (except as otherwise indicated below).

(a) AUTHORIZATIONS. The Company shall have received, in form and substance satisfactory to it and to its counsel:

(i) certified copies of the Certificate of Incorporation of Disney together with a good standing certificate from the Secretary of State of the State of Delaware, each to be dated with a recent date prior to the Conditions Precedent Date;

(ii) a copy of the By-laws of Disney, certified as of the Conditions Precedent Date by the Secretary or an Assistant Secretary of Disney;

(ii) a copy of the resolutions of the Board of Directors of Disney authorizing the execution, delivery and performance of the Disney Agreements, certified as of the Conditions Precedent Date by the Secretary or an Assistant Secretary of Disney; and

(iv) a certificate of the Secretary or an Assistant Secretary of Disney certifying as of the Conditions Precedent Date the names and specimen signatures of each person duly authorized to execute and deliver any of the Disney Agreements on behalf of Disney and to execute any notices, statements or certificates required hereunder or thereunder. The Company shall be entitled to rely on the authenticity of such authorization, and Disney shall be bound by the signature of any such person regardless of the actual powers of such person, unless the Company has actual knowledge to the contrary.

(b) DISNEY ACKNOWLEDGEMENT. The Company shall have received on or prior to the Drawing Date the Disney Acknowledgement, duly executed by Disney.

(c) PLEDGE AGREEMENT. The Company shall have received on or prior to the Drawing Date the Pledge Agreement, duly executed.

(d) LOCK BOX NOTICE. The Company shall have received on or prior to the Drawing Date a Lock Box Notice to the depositary bank at which the Lock Box Account is maintained, which Lock Box Notice shall have been duly acknowledged by such depositary bank.

(e) UNIFORM COMMERCIAL CODE REQUIREMENTS. The Company shall have received, in form and substance satisfactory to it and to its counsel:

(i) acknowledgement copies of proper financing statements (Form UCC- 1), naming Disney as the debtor with respect to the Collateral and the Company as the secured party, and such other similar instruments or documents as may be necessary or reasonably desirable in the opinion of the Company under the laws of any jurisdiction in order to perfect the Company's security interest in the Collateral; and

(ii) certified copies of Requests for Information or Copies (Form UCC-11), dated a date reasonably near to the Drawing Date, listing all effective financing statements (including those referred to in Section 8.01(e)(i)) which name Disney as debtor and which are filed in the jurisdictions in which filings are made pursuant to Section 8.01(e)(i), together with copies of such financing statements or such other similar instruments or documents, none of which (other than those filed pursuant to
Section 8.01(e)(i)) shall cover the Basic Agreement or any of the Tokyo Disneyland Receivables or the Designated Receivables or any of the proceeds of any of the foregoing.

(f) GOVERNMENT APPROVALS. The Company shall have received, in form and substance reasonably satisfactory to it and to its counsel, certified copies of each consent, approval, license or authorization of, and each filing or registration with, any relevant government agency (if any) necessary in connection with the execution, delivery and performance by Disney of each of the Disney Agreements.

(g) BASIC AGREEMENT. The Company shall have received (i) a copy of the Basic Agreement, certified as of the Drawing Date by the Secretary or an Assistant Secretary of Disney, and (ii) evidence reasonably satisfactory to the Company that Disney has directed Oriental Land to make payments of the Tokyo Disneyland Receivables to the Lock Box Account.

(h) LEGAL OPINIONS. The Company shall have received on or prior to the Drawing Date:

(i) the legal opinion of White & Case, special United States counsel to Disney, dated as of the Drawing Date, in the form of Exhibit D annexed hereto;

(ii) the legal opinion of Blakemore & Mitsuki, special Japanese counsel to Disney, dated as of the Drawing Date, in the form of Exhibit E annexed hereto;

(ii) the legal opinion of Nishi, Tanaka & Takahashi, special Japanese counsel to the Company, dated as of the Drawing Date, in form and substance satisfactory to the Company; and

(iv) the legal opinion of Coudert Brothers, special United States counsel to the Company, dated as of the Drawing Date, in form and substance satisfactory to the Company.

(i) BOOK ENTRIES. The Company shall have received evidence, in form and substance satisfactory to it and to its counsel, of the establishment by Disney of the book entry system to record beneficial interests held in this Agreement as required by Section 11.04(b), and there shall be recorded in such book entry system on the Drawing Date the beneficial interests of the financial institutions identified in the Disney Acknowledgment.

(j) REPRESENTATIONS AND WARRANTIES. Disney's representations and warranties contained in this Agreement shall remain true and correct as of the Conditions Precedent Date and as of the Drawing Date.

(k) NO TERMINATION EVENT. No Termination Event and no event that, with the giving of notice or the passing of time, or both, would constitute a Termination Event shall have occurred and be continuing.

(l) DRAWING DATE CERTIFICATE. The Company shall have received a certificate

from Disney, dated as of the Drawing Date, certifying that all conditions precedent required by this Section 8.01 which have been previously delivered to the Company or otherwise fulfilled continue in full force and effect on the Drawing Date.

SECTION 9: TERMINATION EVENTS

If any of the following events (hereinafter referred to as a "Termination Event") shall have occurred and be continuing:

(a) Disney shall fail to perform any obligation under the Basic Agreement or there shall occur any event, circumstance or condition which would entitle (or, with the giving of notice or the passing of time, or both, would entitle) Oriental Land to terminate the Basic Agreement, to receive damages thereunder against Disney, to suspend its performance under the Basic Agreement or to reduce any Tokyo Disneyland Receivables otherwise payable thereunder;

(b) Disney shall fail to make any payment hereunder on the due date and such default continues for a period of thirty (30) days after written notice thereof has been given to Disney by the Company;

(c) Disney shall default in the performance of any agreement or undertaking hereunder (other than as provided in Section 9.01(a) above) and such default shall continue unremedied for thirty (30) days after written notice thereof has been given to Disney by the Company, provided that with respect to any such default, the continuation of such default for thirty (30) days or longer after such notice shall not constitute a Termination Event if such failure is curable but cannot be cured within thirty (30) days and Disney, to the reasonable satisfaction of the Company, institutes curative action as promptly as practicable and diligently pursues such action to completion within a reasonable period;

(d) any representation, warranty, certification or statement made by Disney in this Agreement or in any certificate or other document delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made;

(e) any material governmental consent, approval, license or authorization and any registration or filing required in connection with the Basic Agreement or any of the Disney Agreements expires or is terminated or revoked or materially and adversely modified or restricted;

(f) it becomes unlawful for Disney to perform any obligation under any of the Disney Agreements or the Basic Agreement or Disney shall seek to repudiate its obligations under any of the Disney Agreements or the Basic Agreement;

(h) Disney shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; or

(i) an involuntary case or other proceeding shall be commenced against Disney seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of ninety (90) days, or an order for relief shall be entered against Disney under the federal bankruptcy laws in the United States as now or hereafter in effect;

then, and in any such event,

(x) if such event is a Termination Event specified in Section 9.01(h) or (1) above, the Commitment shall automatically terminate, without any notice to Disney or any other action by the Company, and

(y) if such an event is any other Termination Event, the Company may by notice to Disney declare the Commitment terminated, in which event the Commitment shall thereupon terminate.

SECTION 10: COLLECTION AGENT

The collection and application of the Tokyo Disneyland Receivables and the Designated Receivables shall be performed in accordance with Section 2.03 by Disney. If at any time after the Drawing Date either (i) a Termination Event pursuant to Section 9.01(h) or (i) shall occur, or (ii) any other Termination Event shall occur and Disney shall have thereafter failed to act in accordance with the reasonable instructions of the Company with respect to the collection and application of the Tokyo Disneyland Receivables and the Designated Receivables, the Company may or at any time after the Drawing Date and after obtaining the prior written consent of the Company, Disney may appoint a Collection Agent (which shall be the Company, The Hongkong and Shanghai Banking Corporation Limited, Tokyo Branch or an affiliate of any of them) to perform such collection and application functions in substitution for the performance of such functions by Disney. Disney and the Company, to the extent of their respective interests in the Tokyo Disneyland Receivables and the Designated Receivables, hereby authorize the Collection Agent to exercise as their agent the rights and powers conferred upon the Collection Agent in this Agreement.

The Collection Agent shall endeavor to collect or cause to be collected from Oriental Land under the Basic Agreement, as and when due, all amounts payable thereunder and the Collection Agent may take or permit to be taken such action with respect thereto as it may deem advisable or as it may be directed by the Company. The Collection Agent shall comply with all applicable legal requirements in the performance of its functions hereunder. In the event of a default in the payment of any Designated Receivables, the Collection Agent shall be entitled to sue thereon in the name of Disney. The Collection Agent shall not grant, or permit to be granted to Oriental Land under the Basic Agreement, any rebate, refund, credit or other adjustment with respect to any Designated Receivables without the prior written consent of the Company. The Collection Agent shall agree that, prior to the initiation of any legal or arbitral proceedings against Oriental Land in the name of Disney to enforce collection of any Designated Receivables due from Oriental Land pursuant to the Basic Agreement, the Collection Agent shall give Disney thirty (30) days' prior notice thereof, unless in the opinion of the Company such delay in the initiation of proceedings may result in irreparable injury to its interests hereunder, in which event the initiation of such proceedings by the Collection Agent shall not require such prior notice to Disney.

If at any time a Collection Agent shall be appointed pursuant to
Section 10.01:

(i) Disney shall deliver to the Collection Agent, and the Collection Agent shall hold in trust for Disney and the Company, all such Records as the Collection Agent may request.

(ii) Disney shall, as promptly as practicable thereafter, cause to be transmitted and delivered directly to the Collection Agent, forthwith upon receipt and in the exact form received, cash, checks, drafts and other instruments for the payment of money (properly endorsed, where required, for collection) which may be received by it as payment on account or otherwise in respect of any of the Tokyo Disneyland Receivables or the Designated Receivables. Disney hereby irrevocably constitutes and appoints the Collection Agent as its true and lawful attorney-in-fact, with full power of substitution, to take in the name of Disney all steps necessary or advisable to endorse, negotiate or otherwise realize on any instrument or other writing in connection with any of the Tokyo Disneyland Receivables or the Designated Receivables.

(iii) The Collection Agent shall be entitled to notify Oriental Land to make payment directly to the Collection Agent of amounts payable in respect of any of the Tokyo Disneyland Receivables and the Designated Receivables. Upon the request of the Company, Disney shall so notify Oriental Land in its own name.

The Collection Agent shall apply all amounts received with respect to the Tokyo Disneyland Receivables and the Designated Receivables and interest thereon (if any) in accordance with the provisions of Section 2.03.

In the event a Collection Agent is appointed in accordance with
Section 10.01, Disney shall be obligated to pay all reasonable expenses, including the agreed compensation of such Collection Agent and any legal expenses, thereafter incurred in the performance of the collection and application functions specified herein, as well as all reasonable expenses incurred in effecting the transfer of such functions from Disney to such Collection Agent. Such amounts shall be payable on each Settlement Date with respect to the Quarterly Receivables Period to which such Settlement Date relates and may be withheld by the Collection Agent from any amount otherwise payable to the account of Disney pursuant to Section 2.03.

The rights and powers granted to any Collection Agent appointed from time to time under this Agreement shall be irrevocable by Disney and the Company during the term of this Agreement. Upon termination of this Agreement in accordance with its terms, such appointment shall terminate without further action by any party to this Agreement. Upon such termination, the Collection Agent shall return to Disney all Records held by it, and such Collection Agent and the Company shall do such further acts and things, and execute such further documents and instruments, at the request and expense of Disney, as may be reasonably required to evidence such termination.

SECTION 11: MISCELLANEOUS

The term of this Agreement shall commence on the date first set forth above and shall end on the date of termination of the Commitment hereunder or, if later, upon the recovery by the Company in full of the Advances and interest accrued thereon and the payment in full of all other sums payable by Disney hereunder. The indemnities of Disney set forth in Sections 3 and 4 shall survive the recovery of the Advances and interest accrued thereon.

This Agreement and the documents referred to herein constitute the entire obligation of the parties hereto with respect to the subject matter hereof and shall supersede any prior expressions of intent or understandings with respect to this transaction. This Agreement may be amended only by an instrument in writing signed by the parties hereto.

The failure or delay of the Company or the Manager to require performance by Disney or Oriental Land of any provision of any of the Disney Agreements or the Basic Agreement shall not affect its right to require performance of such provision unless and until such performance has been waived in writing by the Company or the Manager, as the case may be, in accordance with the terms hereof. Each and every right granted to the Company or the Manager hereunder or under any other document or instrument delivered hereunder or in connection herewith, or allowed to it at law or in equity, shall be cumulative and may be exercised in part or in whole from time to time.

(a) This Agreement shall be binding upon and shall be enforceable by Disney, the Company, the Manager and their respective successors and assigns, except that Disney shall have no right to assign or otherwise transfer its rights or obligations hereunder without the prior written consent of the Company. The Company or the Manager may assign or otherwise transfer all or any portion of its rights and obligations hereunder, and any such assignment shall be effective and binding upon Disney as of the date of such assignment or transfer upon Disney's written consent thereto and, in the case of an assignment or transfer by the Company, the Company and Disney having complied with the requirements of Sections 11.04(b) and (c) unless Disney shall have waived such provisions to be complied with by the Company by written consent. Upon any such assignment or transfer by the Company, the assignee or transferee shall be entitled, to the extent of the interest transferred, to the benefit of the indemnities, the covenants and the yield protection provisions pursuant to the provisions of this Agreement as

fully as if a party hereto. The acts of the Company and the Manager or the failure of the Company or the Manager to act hereunder shall in all circumstances be conclusive and binding on any assignee or transferee of the Company's or the Manager's interest hereunder.

(b) It is agreed that Disney shall have the right to consent to any transfer of any interest in this Agreement. Disney shall not unreasonably withhold its consent to any assignment, provided that Disney has received from the Company, the transferor and the transferee such information, representations and warranties which in its commercially reasonable judgment are appropriate for such transfer. Such consent or the procedures for obtaining such consent may be included in any consent given by Disney to assignments or transfers hereunder. Disney shall, during the term of this Agreement, maintain on its books a record of the beneficial interests held in this Agreement based on the information which the Company is required to provide pursuant to this Section 11.04(b). Disney shall have no liability to the Company or any such assignee or transferee for any error in the recordation of such information on its books.

(c) Upon any further assignment or other transfer of an interest in this Agreement by an assignee or transferee of the Company hereunder, the assignor or transferor with respect to such further assignment or transfer shall provide to the Company such information and undertakings from its assignee or transferee as will permit the Company to comply with the requirements of Sections 11.04(a) and (b), which requirements shall apply equally to any such further assignment or transfer as to the original assignment or transfer from the Company to its assignee or transferee. Notwithstanding the foregoing, the prior written consent of Disney shall not be required with respect to any such further assignment or transfer within twelve months of the Drawing Date by any of the financial institutions holding beneficial interests in the Advances on the Drawing Date (as set forth in the book entry system maintained pursuant to
Section 11.04(b)) which assignment or transfer creates a security interest in the assignor's or transferor's rights hereunder solely to secure its obligations with respect to its funding of its interest in the Advances and which assignment or transfer, prior to foreclosure of the security interest constituted thereby, does not convey any beneficial interest in the Advances to the assignee or transferee.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York in the United States of America.

(a) Disney hereby irrevocably consents that any legal action or proceeding against it or any of its properties or assets with respect to any of the obligations arising under or relating to any of the Disney Agreements may be brought in any court of the State of New York or any Federal court of the United States of America located in the City and State of New York, United States of America, or in the Tokyo District Court, Tokyo, Japan, as the Company or the

Manager may elect, and by execution and delivery of this Agreement Disney hereby irrevocably submits to and accepts with regard to any such action or proceeding, for itself and in respect of its properties and assets, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts. Disney hereby irrevocably designates, appoints and empowers (i) Disney Enterprises, Inc., presently located at 114 Fifth Avenue, New York, New York 10011 Attn:
Kenneth E. Newman, as its agent to receive for and on its behalf service of process in the State of New York in any such legal action or proceeding with respect to any of the Disney Agreements and (ii) Disney Enterprises, Inc., c/o Walt Disney Enterprises of Japan, Ltd. presently located at No. 32 Kowa Building, 5-2-32 Minami-Azabu, Minato-ku, Tokyo 106, Japan Attn: Vice President
- Counsel, as its agent to receive for and on its behalf service of process in Japan in any such legal action or proceeding with respect to any of the Disney Agreements. A copy of any such process served on such agent shall be promptly forwarded by airmail by the person commencing such proceeding to Disney at its address set forth in Section 11.07, but the failure of Disney to receive such copy shall not affect in any way the service of such process as aforesaid. Disney further irrevocably consents to the service of process in any such action or proceeding by the mailing of copies thereof by registered or certified airmail, postage prepaid, to Disney at its address set forth in Section 11.07. The foregoing, however, shall not limit the rights of the Company or the Manager to serve process in any other manner permitted by law or to bring any legal action or proceeding or to obtain execution of judgment in any jurisdiction.

(b) Disney hereby irrevocably waives any objection which it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to any of the Disney Agreements in the State of New York and hereby further irrevocably waives any claim that the State of New York is not a convenient forum for any such suit, action or proceeding.

To Disney:     Disney Enterprises, Inc.
               500 South Buena Vista Street
               Burbank, California  91521
               U.S.A.

               Telex:  674480
               Answerback:  DISNEY BUBK A
               Facsimile:  (818) 840-1930

Attention: Legal Department

                   with copies to:
                   --------------

                   Vice President - Assistant Treasurer
                   Facsimile:      (818) 563-1682

To the Company
or the Manager:    TDL Funding Company
                   c/o Caledonian Bank and Trust Limited
                   P.O. Box 1043
                   Caledonian House
                   Grand Cayman, Cayman Islands

                   Facsimile:  (809) 949-8062
                   Attention:  David Sargison

                   with copies to:
                   --------------

                   The Hongkong and Shanghai Banking Corporation
                                                              Limited,
                                                                 Tokyo
                                                                Branch
                   as Collateral Agent
                   Kyobashi Itchome Building
                   13-1, Kyobashi 1-chome
                   Chuo-ku, Tokyo 104, Japan

Except as otherwise specified herein, all notices and other communications shall be deemed to have been duly given on (i) the date of receipt if delivered personally or if transmitted by facsimile, (ii) the date ten (10) days after posting if transmitted by mail or, if earlier, the date of receipt, (iii) the date three (3) days after delivery to the courier if sent by internationally recognized courier service, or (iv) the date of transmission with confirmed answerback if transmitted by telex, whichever shall first occur. Each party may change its address for purposes hereof by notice to the other. All notices hereunder and all documents or instruments delivered in connection with this transaction shall be in the English language.

The Company shall hold all non-public information obtained from Disney pursuant to the requirements of this Agreement and which has been identified as such by Disney in accordance with the Company's customary procedures for handling confidential information

If any one or more of the provisions contained in this Agreement or any document executed in connection herewith shall be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired.

This Agreement may be signed in any number of counterparts. Any single counterpart or a set of counterparts signed, in either case, by all the parties hereto shall constitute a full and original agreement for all purposes.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized signatories as of the day and year first written above.

DISNEY ENTERPRISES, INC.

Title:

TDL FUNDING COMPANY

Title:

SCHEDULE 1

EXHIBIT A

DISNEY ACKNOWLEDGMENT

[Date]

Disney Enterprises, Inc.
500 South Buena Vista Street
Burbank, California 91521
U.S.A.

Gentlemen:

We write to notify you by this letter that, under that certain Beneficial Assignment and Security Agreement dated as of April __, 1997 between TDL Funding Company (hereinafter referred to with its successors and assigns as "the Company") and The Hongkong and Shanghai Banking Corporation Limited as collateral agent (the "Collateral Agent"), the Company has granted to the Collateral Agent on its own behalf and on behalf of certain financial institutions (hereinafter referred to with their respective successors and assigns as the "Lenders") a first priority security interest in and to, among other things, (i) the rights of the Company under the limited recourse agreement dated as of April 27, 1988 (as amended at any time and from time to time, the "Facility Agreement") among Disney Enterprises, Inc. (hereinafter referred to with its successors and assigns as "Disney") and the Company, (ii) the Collateral (as therein defined), and (iii) the Lock Box Account.

Please acknowledge receipt of this notification by signing the enclosed copy of this letter. This acknowledgment evidences (i) Disney's consent to the granting of the above-referenced security interest, (ii) Disney's acknowledgment that it has not received any prior notice of assignment or of the creation of a security interest in the Company's rights under the Facility Agreement or with respect to the Collateral, and (iii) Disney's agreement, given irrevocably as of the date hereof, that upon the written or telex certification by the Collateral Agent (which shall be binding and conclusive) that an Event of Default has occurred under the terms of that certain DWARFS Secured Yen Loan Agreement dated as of April 30, 1997 among the Company, HSBC Markets Limited, as Administrative Agent, the Collateral Agent and the Lenders, Disney will consider the Collateral Agent and the Lenders as entitled to exercise all of the rights of the Company under the Facility Agreement and with respect to the Collateral to the exclusion of the Company. Upon receipt of the certification of the Collateral Agent referred to in this paragraph, Disney's only obligation with respect to the Facility Agreement and the Designated Receivables shall be toward the Collateral Agent and its assigns and the Lenders and their assigns and Disney shall have no further obligation to the Company in respect thereto.

In addition, this acknowledgment evidences Disney's renunciation of all rights of

set-off which Disney may enjoy under the laws of the State of New York or otherwise with respect to the debts owing by Disney under the Facility Agreement to the Company, the Collateral Agent or any Lender against sums owing by the Company, the Collateral Agent or any Lender to Disney.

This letter shall be governed by and interpreted in accordance with the laws of the State of New York.

Yours faithfully,

TDL FUNDING COMPANY

Title:

THE HONGKONG AND SHANGHAI BANKING
CORPORATION LIMITED

Title:

Acknowledged and agreed this _____
day of ______, 1988

DISNEY ENTERPRISES, INC.

EXHIBIT B

LOCK BOX NOTICE

[Date]

The Hongkong and Shanghai Banking Corporation Limited
Kyobashi 1-chome
Chuo-ku
Tokyo 104, Japan

Gentlemen:

This notice is given to you by the undersigned, pursuant to the facility agreement dated as of April 27, 1988 (as amended to date, the "Facility Agreement") among Disney Enterprises, Inc. ("Disney") and TDL Funding Company (the "Company") in connection with your maintenance of Disney's account no.
[_________] at your head office located at Kyobashi 1-chome, Chuo-ku, Tokyo 104, Japan (the "Lock Box Account").

Pursuant to the terms of the Facility Agreement and a pledge agreement dated April 24, 1997 between Disney and the Company executed thereunder (the "Pledge Agreement"), Disney has assigned the Lock Box Account and all moneys from time to time deposited therein to the Company as security for Disney's obligations to the Company under the Facility Agreement. A copy of the Pledge Agreement, as executed by Disney and the Company, is being delivered to you with this notice.

Upon receipt of a written notice from the Company that a termination event has occurred under the Facility Agreement, you shall (i) transfer all or any portion of the amounts then on deposit in, or thereafter deposited to, the Lock Box Account to such other account as the Company may designate or to such account as may be designated by any collection agent named by the Company in its written notice to you and (ii) otherwise act in accordance with such written instructions relating to the Lock Box Account as the Company or such collection agent may from time to time deliver to you.

We hereby request you to issue each time when any deposit is made in the Lock Box Account a written consent to the pledge prescribed in the Pledge Agreement with an officially established date of such consent in the form of Annex A hereto.

Please confirm your receipt of this notice and the copy of the Pledge Agreement annexed hereto and your agreement to the terms hereof by countersigning this letter below. Such countersignature will also constitute your confirmation that (i) you have received no prior notice

of the assignment or pledge of, or the creation of any other security interest in or any attachment in respect of, the Lock Box Account and (ii) all payments from the Lock Box Account shall be made by you irrespective of, and without deduction for, any counterclaim, defense, recoupment or set-off and shall be final, and you will not seek to recover from either of us for any reason any such payment once made.

Very truly yours,

DISNEY ENTERPRISES, INC.

Title:

TDL FUNDING COMPANY

Title:

enc.

Acknowledged and agreed to this
___ day of April, 1997

THE HONGKONG AND SHANGHAI BANKING CORPORATION,
LIMITED

Kyobashi 1-chome
Chuo-ku
Tokyo 104, Japan

ANNEX A

CONSENT AND ACKNOWLEDGEMENT

Disney Enterprises, Inc.
500 South Buena Vista Street
Burbank, California 91521
U.S.A.

TDL Funding Company
c/o Caledonian Bank and Trust Limited
P.O. Box 1043
Caledonian House
Grand Cayman, Cayman Islands

Dear Sirs,

Reference is hereby made to the Pledge Agreement made between Disney Enterprises, Inc. ("Disney") and TDL Funding Company (the "Company") and dated as of April 24, 1997 (the "Pledge Agreement") and the letter issued by Disney and the Company to our Bank and dated April 24, 1997 containing, inter alia, notice by Disney and the Company and acknowledgment by our Bank of the pledge of the Lock Box Account (as referred to therein) (the "Letter").

Pursuant to the terms of the Pledge Agreement and the Letter, our Bank hereby gives consent to and acknowledges the pledge to the Company of the deposit existing in the Lock Box Account in the amount of [Amount] as of [Date] 19__, as security for the due performance of the secured obligations respectively set out in the Pledge Agreement.

Very truly yours,

THE HONGKONG AND SHANGHAI
BANKING CORPORATION LIMITED
Kyobashi 1-chome
Chuo-ku
Tokyo 104, Japan

Title:

EXHIBIT C

PLEDGE AGREEMENT

PLEDGE AGREEMENT (this "Agreement") made between TDL FUNDING COMPANY (the "Company") and DISNEY ENTERPRISES, INC. ("Disney") whereby the parties agree as follows:

2. Disney hereby irrevocably appoints the Company as an attorney-in- fact for Disney and authorizes the Company to take the following actions on behalf of Disney:

b. to take any action necessary for or incidental to the foregoing.

3. In furtherance of the foregoing, Disney and the Company shall cause notice of the pledge hereby established to be given to the Bank in the form of the Lock Box Notice appended hereto as Annex 1 and shall cause the Bank to countersign such Lock Box Notice.

4. This Agreement shall be governed by and construed in accordance with the laws of Japan.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in duplicate, and the parties hereto shall hold one copy each thereof.

DATED: April 24, 1997

TDL FUNDING COMPANY

By:________________________

Name:
Title:

DISNEY ENTERPRISES, INC.

By:________________________
Name:
Title:

SCHEDULE A TO PLEDGE AGREEMENT

Monetary Obligations

All amounts from time to time payable by Disney with respect to the Advances and accrued interest thereon pursuant to the limited recourse agreement dated as of April 27, 1988 between Disney and the Company relating to the limited recourse financing of royalty receipts from the Tokyo Disneyland Park.

Name of Account:          Disney Enterprises, Inc.
Number of Account:        [____________]
Location of Account:      The Hongkong and Shanghai Banking Corporation
                            Limited
                          Kyobashi 1-chome
                          Chuo-ku
                          Tokyo 104, Japan

ANNEX 1 TO PLEDGE AGREEMENT

LOCK BOX NOTICE

[Date]

The Hongkong and Shanghai Banking Corporation Limited
Kyobashi 1-chome
Chuo-ku
Tokyo 104, Japan

Gentlemen:

This notice is given to you by the undersigned, pursuant to the facility agreement dated as of April 27, 1988 (as amended to date, the "Facility Agreement") among Disney Enterprises, Inc. ("Disney") and TDL Funding Company (the "Company") in connection with your maintenance of Disney's account no.
[_________] at your head office located at Kyobashi 1-chome, Chuo-ku, Tokyo 104, Japan (the "Lock Box Account").

Pursuant to the terms of the Facility Agreement and a pledge agreement dated April 24, 1997 between Disney and the Company executed thereunder (the "Pledge Agreement"), Disney has assigned the Lock Box Account and all moneys from time to time deposited therein to the Company as security for Disney's obligations to the Company under the Facility Agreement. A copy of the Pledge Agreement, as executed by Disney and the Company, is being delivered to you with this notice.

Upon receipt of a written notice from the Company that a termination event has occurred under the Facility Agreement, you shall (i) transfer all or any portion of the amounts then on deposit in, or thereafter deposited to, the Lock Box Account to such other account as the Company may designate or to such account as may be designated by any collection agent named by the Company in its written notice to you and (ii) otherwise act in accordance with such written instructions relating to the Lock Box Account as the Company or such collection agent may from time to time deliver to you.

We hereby request you to issue each time when any deposit is made in the Lock Box Account a written consent to the pledge prescribed in the Pledge Agreement with an officially established date of such consent in the form of Annex A hereto.

Please confirm your receipt of this notice and the copy of the Pledge Agreement

annexed hereto and your agreement to the terms hereof by countersigning this letter below. Such countersignature will also constitute your confirmation that
(i) you have received no prior notice of the assignment or pledge of, or the creation of any other security interest in or any attachment in respect of, the Lock Box Account and (ii) all payments from the Lock Box Account shall be made by you irrespective of, and without deduction for, any counterclaim, defense, recoupment or set-off and shall be final, and you will not seek to recover from either of us for any reason any such payment once made.

Very truly yours,

DISNEY ENTERPRISES, INC.

Title:

TDL FUNDING COMPANY

Name:

Title:

enc.

Acknowledged and agreed to this
___ day of April, 1997

THE HONGKONG AND SHANGHAI BANKING CORPORATION,
LIMITED

Kyobashi 1-chome
Chuo-ku
Tokyo 104, Japan

ANNEX A

CONSENT AND ACKNOWLEDGMENT

Disney Enterprises, Inc.
500 South Buena Vista Street
Burbank, California 91521
U.S.A.

TDL Funding Company
c/o Caledonian Bank and Trust Limited
P.O. Box 1043
Caledonian House
Grand Cayman, Cayman Islands

Dear Sirs,

Reference is hereby made to the Pledge Agreement made between Disney Enterprises, Inc. ("Disney") and TDL Funding Company (the "Company") and dated as of April 24, 1997 (the "Pledge Agreement") and the letter issued by Disney and the Company to our Bank and dated April 24, 1997 containing, inter alia, notice by Disney and the Company and acknowledgment by our Bank of the pledge of the Lock Box Account (as referred to therein) (the "Letter").

Pursuant to the terms of the Pledge Agreement and the Letter, our Bank hereby gives consent to and acknowledges the pledge to the Company of the deposit existing in the Lock Box Account in the amount of [Amount] as of [Date] 19__, as security for the due performance of the secured obligations respectively set out in the Pledge Agreement.

Very truly yours,

THE HONGKONG AND SHANGHAI
BANKING CORPORATION LIMITED
Kyobashi 1-chome
Chuo-ku
Tokyo 104, Japan

Title:

(Confirmed date of Japanese
Notary) (kakutei hizuke)

EXHIBIT 10M

THE WALT DISNEY COMPANY

ANNUAL BONUS PERFORMANCE PLAN
FOR EXECUTIVE OFFICERS

SECTION 1. PURPOSE OF PLAN

The purpose of the Plan is to promote the success of the Company by providing to participating executives bonus incentives that qualify as performance-based compensation within the meaning of Section 162(m) of the Code.

SECTION 2. DEFINITIONS AND TERMS

SECTION 3. ADMINISTRATION OF THE PLAN

SECTION 4. BONUS PROVISIONS.

been satisfied.

subject to adjustments as contemplated by the Stock Plan. Dividend equivalent rights as earned may be accrued and payable in additional stock units, cash or Shares or any combination thereof, in the Committee's discretion.

SECTION 5. GENERAL PROVISIONS

debtor and any rights of any Participant or former Participant shall be no greater than those of a general unsecured creditor.

SECTION 6. AMENDMENTS, SUSPENSION OR TERMINATION OF PLAN

The Board of Directors or the Committee may from time to time amend, suspend or terminate in whole or in part, and if suspended or terminated, may reinstate, any or all of the provisions of the Plan. Notwithstanding the foregoing, no amendment may be effective without Board of Directors and/or shareholder approval if such approval is necessary to comply with the applicable rules of Section 162(m) of the Code.

THE WALT DISNEY COMPANY

1997 NON-EMPLOYEE DIRECTORS STOCK
AND
DEFERRED COMPENSATION PLAN

1997 NON-EMPLOYEE DIRECTORS STOCK
AND
DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS

                                                                                                        Page

SECTION 1  PURPOSES AND AUTHORIZED SHARES..............................................................  1

SECTION 2  DEFINITIONS.................................................................................  1

SECTION 3  PARTICIPATION...............................................................................  3

SECTION 4  SHARE OR DEFERRAL ELECTIONS.................................................................  3

           4.1   Time and Types of Elections...........................................................  3
           4.2   Permitted Amounts; Elections..........................................................  4

SECTION 5  DEFERRAL ACCOUNTS...........................................................................  4

           5.1.  Cash Account..........................................................................  4
           5.2.  Stock Unit Account....................................................................  4
           5.3.  Share Accounts........................................................................  5
           5.4.  Dividend Equivalent Credits to Stock Unit Accounts....................................  5

           5.5.  Immediate Vesting and Accelerated Crediting...........................................  5

           5.6.  Distribution of Cash or Shares........................................................  6
           5.7.  Adjustments in Case of Changes in Common Stock........................................  7


SECTION 6  ADMINISTRATION..............................................................................  8

           6.1.  The Administrator.....................................................................  8
           6.2.  Committee Action......................................................................  8
           6.3.  Rights and Duties.....................................................................  8

SECTION 7  PLAN CHANGES AND TERMINATION................................................................  9

           7.1.  Amendments............................................................................  9
           7.2.  Term..................................................................................  9

SECTION 8  MISCELLANEOUS...............................................................................  9

           8.1.  Limitation on Eligible
                 Directors' Rights.....................................................................  9
           8.2.  Beneficiaries......................................................................... 10

       8.3.  Benefits Not Transferable; Obligations Binding Upon Successors........................ 10
       8.4.  Governing Law; Severability........................................................... 10
       8.5.  Compliance With Laws.................................................................. 10
       8.6.  Plan Construction..................................................................... 11
8.7.   Headings Not Part of Plan................................................................... 11
       8.8.  Relationship to the Existing Director........................
                    Deferred Compensation Plan..................................................... 11

1997 NON-EMPLOYEE DIRECTORS STOCK
AND
DEFERRED COMPENSATION PLAN

1. PURPOSES AND AUTHORIZED SHARES

The purposes of The Walt Disney Company 1997 Non-Employee Directors Stock and Deferred Compensation Plan (the "Plan") are to attract, motivate and retain eligible directors of the Company who elect to participate in this Plan by offering them opportunities to defer compensation and to encourage eligible directors to increase their stock ownership in the Company. An aggregate number not to exceed 50,000 treasury shares of Common Stock (subject to adjustments contemplated by Section 5.7) may be delivered pursuant to this Plan.

2. DEFINITIONS

Whenever the following terms are used in this Plan they shall have the meaning specified below unless the context clearly indicates to the contrary:

ACCOUNT or ACCOUNTS means one or more of the Participant's Cash Account(s), Stock Unit Account(s) or Share Account, as the context requires.

APPLICABLE PERCENTAGE means the percentage of Eligible Compensation subject to deferral or payment in Shares.

AVERAGE FAIR MARKET VALUE means the average of the Fair Market Values of a share of Common Stock during the last 10 trading days preceding the applicable Award Date.

AWARD DATE means, in the case of Cash Account deferrals, each date on which cash would otherwise have been paid; in the case of Unit Account deferrals, the last day of each calendar quarter, except as provided in Section 5.5; in the case of Share elections under Section 4.1(a), the last day of each Year, except as provided in Section 5.5; and in the case of Rollover Accounts, December 31, 1997.

BOARD means the Board of Directors of the Company.

CASH ACCOUNT means the bookkeeping account maintained by the Company on behalf of a Participant who elects to defer his or her Compensation in cash pursuant to Section 4.

CODE means the Internal Revenue Code of 1986, as amended.

COMMON STOCK means the Common Stock of the Company, subject to adjustment pursuant to Section 5.7.

COMMITTEE means the Board or a Committee of the Board acting under delegated authority from the Board.

COMPANY means The Walt Disney Company, a Delaware corporation, and its successors and assigns.

DIVIDEND EQUIVALENT means the amount of cash dividends or other cash distributions paid by the Company on that number of shares of Common Stock which is equal to the number of Stock Units then credited to a Participant's Stock Unit Account on the applicable measurement date which amount shall be allocated as additional Stock Units to the Participant's Stock Unit Account, as provided in Section 5.4.

EFFECTIVE DATE means December 15, 1997.

ELIGIBLE COMPENSATION means retainer and meeting fees for services as a director.

ELIGIBLE DIRECTOR means a member of the Board who is not an officer or employee of the Company or a subsidiary and who is compensated in the capacity as a director and (with reference to any outstanding Account balance under this Plan) any person who has an Account balance under this Plan by reason of his or her prior status as an Eligible Director or Section 8.8.

EXCHANGE ACT means the Securities Exchange Act of 1934, as amended from time to time.

FAIR MARKET VALUE means on any date the average of the high and low prices of the Common Stock on the Composite Tape, as published in the Western Edition of The Wall Street Journal or otherwise reliably reported, of the principal securities exchange or market on which the Common Stock is so listed, admitted to trade, or quoted or, if there is no trading of the Common Stock on such date, then the average of the high and low prices of the Common Stock as quoted on such Composite Tape on the next preceding date on which there was trading in such shares. If the Common Stock is not so listed, admitted or quoted, the Committee may designate such other exchange, market or source of data as it deems appropriate for determining such value for purposes of this Plan.

INTEREST RATE means an annual rate equal to the Moody's Average Corporate (Industrial) Bond Yield as of the most recent date for which such yield is published prior to the beginning of the applicable quarter, or such other reasonable rate of interest as the Board by resolution may from time to time establish for any Year no later than the end of the preceding year.

PARTICIPANT means any person who elects to participate in this Plan or otherwise has an Account balance under this Plan.

PLAN means The Walt Disney Company 1997 Non-Employee Directors Stock and Deferred Compensation Plan.

ROLLOVER ACCOUNT means the bookkeeping account maintained by the Company on behalf of an Eligible Director with respect to his or her prior account balance under the Company's 1984 Deferred Compensation Plan for Outside Directors (the "1984 Plan") which has been

converted into a Cash Account or Stock Unit Account under this Plan pursuant to
Section 8.8.

SHARES means shares of Common Stock.

SHARE ACCOUNT means an Account established under Section 5.3 pursuant to an election under Section 4.1(a).

STOCK UNIT OR UNIT means a non-voting unit of measurement which is deemed for bookkeeping and payment purposes to represent one outstanding share of Common Stock of the Company solely for purposes of this Plan.

STOCK UNIT ACCOUNT means the bookkeeping account maintained by the Company on behalf of each Participant which is credited with Stock Units in accordance with Section 5.2.

YEAR means each calendar year during the term of this Plan, commencing with the year 1998.

3. PARTICIPATION

Each Eligible Director may elect to defer under and subject to Section 4 of this Plan his or her Eligible Compensation for any Year.

4. SHARE OR DEFERRAL ELECTIONS

(1) In a Cash Account the Eligible Compensation not otherwise deferred in Stock Units for services to be rendered by the Eligible Director during the next Year (or remainder of the Year, as the case may be); or

(2) In a Stock Unit Account the Eligible Compensation not otherwise deferred in a Cash Account and payable to the Eligible Director for services to be rendered during the next Year (or remainder of the Year, as the case may be).

5. DEFERRAL ACCOUNTS

5.1 CASH ACCOUNT.

If an Eligible Director has made a cash election under Section 4.1(b)(1), the Company shall establish and maintain a Cash Account for the Participant under this Plan, which Account shall be a memorandum account on the books of the Company. An Eligible Director's Cash Account shall be credited as follows:

(a) As of the date the Eligible Compensation would have been otherwise payable, the Company shall credit the Participant's Cash Account with an amount equal to the Applicable Percentage of the Eligible Compensation; and

(b) As of the last day of each calendar quarter, the Participant's Cash Account shall be credited with interest on the balance credited to such account as of the last day of the preceding quarter, plus interest from the applicable date of crediting under Section 5.1(a) on any additional amounts deferred during the current quarter, at the Interest Rate (adjusted for the applicable period of accrual).

5.2 STOCK UNIT ACCOUNT.

determination of the number of shares of Common Stock to be eventually distributed to the Participant in accordance with this Plan. The Units shall not be treated as property or as a trust fund of any kind. No Participant shall be entitled to any voting or other stockholder rights with respect to Units granted or credited under this Plan. The number of Units credited (and the number of Shares to which the Participant is entitled under this Plan) shall be subject to adjustment in accordance with
Section 5.7 and the terms of this Plan.

5.3 SHARE ACCOUNTS.

If an Eligible Director has made a Share election under Section 4.1(a), an amount equal to the Applicable Percentage of the Eligible Compensation shall be credited to a Share Account, payable as soon as practicable after the end of the applicable Year or any earlier termination of service. The amount of the Share Account shall accrue interest from the date the Eligible Compensation deferred would otherwise have been paid until the Year-end (or earlier date of termination) at the Interest Rate (adjusted for the applicable period of accrual).

5.4 DIVIDEND EQUIVALENT CREDITS TO STOCK UNIT ACCOUNT.

As of the end of each quarter, an Eligible Director's Stock Unit Account shall be credited with additional Units in an amount equal to the Dividend Equivalents representing dividends paid during the quarter on a number of shares equal to the aggregate number of Stock Units in the Participant's Stock Unit Account as of the end of the preceding quarter divided by the Average Fair Market Value of a share of Common Stock as of the applicable crediting date.

5.5 IMMEDIATE VESTING AND ACCELERATED CREDITING.

5.6 DISTRIBUTION OF CASH OR SHARES.

5.7 ADJUSTMENTS IN CASE OF CHANGES IN COMMON STOCK.

If there shall occur any change in the outstanding shares of the Company's Common Stock by reason of any stock dividend, stock split, recapitalization, merger, consolidation, combination or other reorganization, exchange of shares, sale of all or substantially all of the assets of the Company, split-up, split- off, spin-off, extraordinary redemption, liquidation or similar corporate change or change in capitalization or any distribution to holders of the Company's Common Stock (other than cash dividends and cash distributions), the Committee shall make such proportionate and equitable adjustments consistent with the effect of such event on stockholders generally (but without duplication of benefits if Dividend Equivalents are credited), as the Committee determines to be necessary or appropriate, in the number, kind and/or character of shares of Common Stock or other securities, property and/or rights contemplated hereunder, including any appropriate adjustments to the market prices used in the determination of the number of Shares and Units, and in rights in respect of Stock Unit Accounts and Share Accounts credited under this Plan so as to preserve the benefits intended.

6. ADMINISTRATION

6.1 THE ADMINISTRATOR.

The Administrator of this Plan shall be the Board as a whole or a Committee as appointed from time to time by the Board to serve as administrator of this Plan. The participating members of any Committee so acting shall include, as to decisions in respect of participants who are subject to Section 16 of the Exchange Act, only those members who are Non-Employee Directors (as defined in Rule 16b-3 promulgated under the Exchange Act). Members of the Committee shall not receive any additional compensation for administration of this Plan.

6.2 COMMITTEE ACTION.

A member of the Committee shall not vote or act upon any matter which relates solely to himself or herself as a Participant in this Plan. Action of the Committee with respect to the administration of this Plan shall be taken pursuant to a majority vote or (assuming compliance with Section 6.1) by unanimous written consent of its members.

6.3 RIGHTS AND DUTIES; DELEGATION AND RELIANCE; DECISIONS BINDING.

Subject to the limitations of this Plan, the Committee shall be charged with the general administration of this Plan and the responsibility for carrying out its provisions, and shall have powers necessary to accomplish those purposes, including, but not by way of limitation, the following:

(1) To construe and interpret this Plan;

(2) To resolve any questions concerning the amount of benefits payable to a Participant (except that no member of the Committee shall participate in a decision relating solely to his or her own benefits);

(3) To make all other determinations required by this Plan;

(4) To maintain all the necessary records for the administration of this Plan; and

(5) To make and publish forms, rules and procedures for the administration of this Plan.

The determination of the Committee made in good faith as to any disputed question or controversy and the Committee's determination of benefits payable to Participants, including decisions as to adjustments under Section 5.7, shall be conclusive and binding for all purposes of this Plan. In performing its duties, the Committee shall be entitled to rely on information, opinions, reports or statements prepared or presented by: (i) officers or employees of the Company whom the Committee believes to be reliable and competent as to such matters; and
(ii) counsel (who may be employees of the Company), independent accountants and other persons as to matters which the Committee believes to be within such persons' professional or expert competence. The Committee

shall be fully protected with respect to any action taken or omitted by it in good faith pursuant to the advice of such persons. The Committee may delegate ministerial, bookkeeping and other non-discretionary functions to individuals who are officers or employees of the Company.

7. PLAN CHANGES AND TERMINATION

7.1 AMENDMENTS.

The Board shall have the right to amend this Plan in whole or in part from time to time or may at any time suspend or terminate this Plan; provided, however, that, except as contemplated by Section 5.7, no amendment or termination shall cancel or otherwise adversely affect in any way, without his or her written consent, any Participant's rights with respect to then outstanding Accounts (and the right to interest (the specific rate of which may be changed from time to time by the Board as above provided) or Dividend Equivalent credits thereon so long as the Account is outstanding). Any amendments authorized hereby shall be stated in an instrument in writing, and all Participants shall be bound by upon receipt of notice the amendment.

7.2 TERM.

It is the current expectation of the Company that this Plan shall continue indefinitely, but, in the case of the crediting of the Stock Units and/or Share Accounts, subject to the continued availability of treasury shares. Continuance of this Plan, however, is not assumed as a contractual obligation of the Company. If the Board of Directors decides to discontinue or terminate this Plan, it shall notify the Committee and Participants in this Plan of its action in writing, and this Plan shall be terminated at the time set forth on the notice. All Participants shall be bound thereby. No benefits shall accrue in respect of Eligible Compensation earned after a discontinuance or termination of this Plan.

8. MISCELLANEOUS

8.1. LIMITATION ON PARTICIPANTS' RIGHTS.

Participation in this Plan shall not give any person the right to serve as a member of the Board or any rights or interests other than as herein provided. This Plan shall create only a contractual obligation on the part of the Company as to such amounts and shall not be construed as creating a trust. This Plan, in and of itself, has no assets. Participants shall have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, on their Cash Accounts, and rights no greater than the right to receive the Common Stock (or equivalent value as a general unsecured creditor) with respect to Stock Units or Share Accounts. Participants shall not be entitled to receive actual dividends or to vote Shares until after delivery of a certificate representing the Shares.

8.2. BENEFICIARIES.

8.3. BENEFITS NOT TRANSFERABLE; OBLIGATIONS BINDING UPON SUCCESSORS.

Benefits of a Participant under this Plan shall not be assignable or transferable and any purported transfer, assignment, pledge or other encumbrance or attachment of any payments or benefits under this Plan, or any interest therein, other than by operation of law or pursuant to Section 8.2, shall not be permitted or recognized. Shares deliverable under this Plan may be subject to restrictions on transfer under applicable securities laws, unless the Shares are duly registered prior to issuance. Obligations of the Company under this Plan shall be binding upon successors of the Company.

8.4. GOVERNING LAW; SEVERABILITY.

The validity of this Plan or any of its provisions shall be construed, administered and governed in all respects under the laws of the State of Delaware. If any provisions of this Plan shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective.

8.5. COMPLIANCE WITH LAWS.

This Plan and the offer, issuance and delivery of shares of Common Stock and/or the payment of money through the deferral of compensation under this Plan are subject to compliance with all applicable federal and state laws, rules and regulations (including but not limited to state and federal securities law) and to such approvals by any listing, agency or any regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Any securities delivered under this Plan shall be subject to prior registration or such restrictions as the Company may deem necessary or desirable to assure compliance with all applicable legal requirements, and the person acquiring such securities shall, if requested by the Company, provide such assurances and representations to the Company as it may reasonably request to assure such compliance.

8.6. PLAN CONSTRUCTION.

It is the intent of the Company that transactions pursuant to this Plan satisfy and be interpreted in a manner that satisfies the applicable conditions for exemption under Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3") so that to the extent elections are timely made, elective deferrals (including the crediting of Units and Dividend Equivalents and the distribution of Shares hereunder) will be entitled to the benefits of Rule 16b-3 or other exemptive rules under Section 16 of the Exchange Act and will not be subjected to avoidable liability thereunder. The Committee may, subject to Sections 8.5, permit elections by individual directors that would not qualify for exemption under Section 16(b) of the Exchange Act, so long as the availability of any exemption thereunder for other Directors under this Plan is not compromised.

8.7. HEADINGS NOT PART OF PLAN.

Headings and subheadings in this Plan are inserted for reference only and are not to be considered in the construction of the provisions hereof.

8.8. RELATIONSHIP TO THE 1984 DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS (THE "1984 PLAN").

This Plan supersedes in its entirety the 1984 Plan effective December 31, 1997. On that date, accrued balances under the 1984 Plan for the benefit of any current Eligible Director shall be credited to a Cash Account or, at the irrevocable election of the director submitted in the form of Exhibit B and received by the Company prior to December 30, 1997, a Stock Unit Account under this Plan. The Account thereafter shall be credited and payable in accordance with the provisions of this Plan applicable to Stock Unit Accounts and/or Cash

EXHIBIT 10(r)

WHEREAS, The Walt Disney Company ("Company") maintains the Disney Salaried Savings and Investment Plan, as amended and restated effective January 1, 1987 (the "Plan"); and

WHEREAS, Article 11 of the Plan authorizes the Committee under the Plan to make certain Plan amendments, and this First Amendment may be made by the Committee in accordance with such authorization; and

WHEREAS, the Committee adopted certain amendments to the Plan at its meetings held on September 7, 1995 and December 5, 1995; and

WHEREAS, the Committee authorized the officers of the Company, and each of them, to take any and all actions deemed necessary to effectuate the intent of said Plan amendments and one of said acts is the drafting and execution of formal plan amendments pursuant to said intent.

NOW, THEREFORE, the Plan is hereby amended as follows:

1. Effective as of December 5, 1995, Section 7.02(b) of the Plan is amended by deleting the third sentence thereof in its entirety and substituting the following therefor:

Such shares that are unallocated, if any, as of any voting record date, and such shares as to which the Trustee receives no written instructions from Participants, shall be voted by the Trustee on each matter in accordance with directions received from a fiduciary independent of the Trustee and the Company. Such independent fiduciary shall be appointed by the Committee for the purpose of instructing the Trustee as to each such matter.

2. Effective as of September 7, 1995, Section 11.01 is amended in its entirety to read as follows:

11.01  AMENDMENT OF PLAN

     The Company, acting through the Board of Directors reserves the
     right at any time and from time to time, and retroactively if
     deemed necessary or appropriate, to amend in whole or in part any
     or all of the provisions of the Plan.  Effective as of November
     21, 1994, the Committee may also amend

     the Plan provided that any amendment adopted by the Committee may
     not have an impact on the Company's annual expense of more than
     five million dollars, except that such five million dollar
     limitation shall not apply to amendments necessary to comply with
     laws or regulations. However, no amendment shall make it possible
     for any part of the funds of the Plan to be used for, or diverted
     to, purposes other than for the exclusive benefit of persons
     entitled to benefits under the Plan. No amendment shall be made
     which has the effect of decreasing the accrued benefits of any
     Participant or of reducing the nonforfeitable percentage of the
     accrued benefits of a Participant below the nonforfeitable
     percentage computed under the Plan as in effect on the date on
     which the amendment is adopted or, if later, the date on which
     the amendment becomes effective. Any action required or permitted
     to be taken by the Board of Directors or the Committee under the
     Plan shall be by resolution adopted by the Board of Directors or
     the Committee at a meeting held either in person or by telephone
     or other electronic means, or by unanimous written consent in
     lieu of a meeting.

3.   Effective as of September 7, 1995, Section 11.05(c) is amended in

its entirety to read as follows:

(c) After providing for payment of any expenses properly chargeable against the Trust Fund, the Committee may direct the Trustee to distribute assets remaining in the Trust Fund. Assets in any Suspense Account must be returned to the Employers in kind. Distributions to Participants or Beneficiaries may be in cash or in kind and are not subject to the regular distribution provisions of this Plan except distributions must be in a form that the Committee determines consistent with statutory requirements. Except as specifically provided by law, the Committee's determination is conclusive on all persons.

4. Effective as of September 7, 1995, Section 11.07 is deleted in

EXHIBIT 10(s)

UNANIMOUS WRITTEN CONSENT

OF THE

INVESTMENT AND ADMINISTRATIVE COMMITTEE

OF THE WALT DISNEY COMPANY SPONSORED QUALIFIED

BENEFIT PLANS AND KEY EMPLOYEES DEFERRED

COMPENSATION AND RETIREMENT PLAN

The undersigned, being all of the members of the Investment and

Administrative Committee of the Walt Disney Company Sponsored Qualified Benefit

Plans and Key Employees Deferred Compensation Retirement Plan (the "Committee"),

hereby takes the following action on written consent with the same effect as if

such action were taken at a duly held meeting of the Committee:

WHEREAS, The Walt Disney Company (the "Corporation") maintains the Disney Salaried Savings and Investment Plan, as amended and restated effective January 1, 1987 (the "Plan"); and

WHEREAS, Article 11 of the Plan authorizes the Committee under the Plan to make certain Plan amendments.

NOW, THEREFORE, BE IT RESOLVED, that the Second Amendment to the Plan be and hereby is adopted effective December 1, 1996 as follows; and

1. Section 7.02(b) of the Plan is hereby amended by deleting the third and fourth sentences thereof in their entirety and substituting the following therefor:

Such shares that are unallocated, if any, as of any voting record date, and such shares as to which the Trustee receives no written instructions from Participants, shall be voted by the Trustee on each matter in the same proportion (for, against, and abstention) as it votes those shares for which the Trustee received voting

directions from Participants. Notwithstanding the above, in the event of a tender offer, the Trustee shall vote such shares as determined in the prior sentence in accordance with voting directions received from the Company.

FURTHER RESOLVED, that Christopher Zyda and Barbara Kellams of the Corporation and any officer of the Corporation be, and each hereby is, authorized to take any and all actions deemed necessary or appropriate to effectuate the intent of the foregoing resolutions, including, but not limited to, adopting amendments to the Trust Agreement between Fidelity Management Trust

EXHIBIT 10(u)

RESOLVED, that the Capital Cities/ABC, Inc. Savings & Investment Plan be amended as follows, effective January 1, 1989:

1. Section 1.1(aa)(1) is amended to read as follows:

"compensation" means compensation within the meaning of Treasury Regulation Section 1.415-2(d)(2) and (3), plus all elective or salary- reduction contributions to a cafeteria plan or deferred arrangement;

2. Section 6.07(c)(1) is amended by deleting "(determined in accordance with Section 401(k)(8)(B) of the Code)" and replacing it with "(determined in accordance with paragraph (3), below)."

3. Section 6.07(c)(1) is amended by adding the following at the end thereof:

The gains or losses on excess contributions shall be determined by multiplying the total annual earnings (positive or negative) for the Plan Year in the Member's Pre-Tax Contribution Account by a fraction, the numerator of which is the amount of the excess contributions and the denominator of which is the value of the Member's Pre-Tax Contribution Account as of the last day of the Plan Year, reduced by any positive earnings (or increased by any negative earnings) credited to the Member's Pre-Tax Contribution Account for the Plan Year.

4. Section 6.07(c) is amended by adding the following immediately after paragraph (2) thereof:

(3) The amount of the excess contributions for a Highly Compensated Employee for a Plan Year is the amount (if any) by which his Pre-Tax Contributions must be reduced in order for his actual deferral ratio to equal the highest permitted deferral ratio under the plan. To calculate the highest permitted deferral ratio under the Plan, the actual deferral ratio of the Highly Compensated Employee with the highest actual deferral ratio is reduced by the amount required to cause his actual deferral ratio to equal the actual deferral ratio of the Highly Compensated Employee with the next highest actual deferral ratio. If a lesser reduction would enable the Plan to satisfy the actual deferral percentage test, only the lesser reduction may be made. This process shall be repeated until the Plan satisfies the

actual deferral percentage test. The highest actual deferral ratio remaining under the Plan after the foregoing leveling process has been completed shall be the highest permitted actual deferral ratio. This paragraph (3) shall be interpreted and applied in accordance with Treasury Regulation Section 1.401(k)-1(f)(2).

5. Section 6.07(e)(1) is amended by deleting "(determined in accordance with Section 401(m)(6)(B))" and replacing it with "(determined in accordance with paragraph (3), below)."

6. Section 6.07(e)(1) is amended by adding the following at the end thereof:

The gains or losses on excess aggregate contributions shall be determined by multiplying the total annual earnings (positive or negative) for the Plan Year in the Member's After-Tax Contribution and Company Matching Accounts by a fraction, the numerator of which is the amount of the excess aggregate contributions and the denominator of which is the value of the Member's After-Tax Contribution and Company Matching Accounts as of the last day of the Plan Year, reduced by any positive earnings (or increased by any negative earnings) credited to the Member's After-Tax Contribution and Matching Contribution Accounts for the Plan Year.

7. Section 6.07(e) is amended by adding the following immediately after paragraph (2) thereof:

(3) The amount of the excess aggregate contributions for a Highly Compensated Employee for a Plan Year is the amount (if any) by which his After-Tax and Company Matching Contributions must be reduced in order for his actual contribution ratio to equal the highest permitted actual contribution ratio under the Plan. To calculate the highest permitted actual contribution ratio under the Plan, the actual contribution ratio of the Highly Compensated Employee with the highest actual contribution ratio is reduced by the amount required to cause his actual contribution ratio to equal the actual contribution ratio of the Highly Compensated Employee with the next highest actual contribution ratio. If a lesser reduction would enable the Plan to satisfy the actual contribution percentage test, only the lesser reduction may be made. This process shall be repeated until the Plan satisfies the actual contribution percentage test. The highest actual contribution ration remaining under the Plan after the foregoing leveling process has been completed shall be the

highest permitted actual contribution ratio. This paragraph
(3) shall be interpreted and applied in accordance with Treasury Regulation Section 1.401(m)-1(e)(2)(i).

And it is further

RESOLVED, that the appropriate officers of this Corporation be and are hereby authorized to take all actions necessary or appropriate to implement the preceding resolutions for each of the above plans.

UNANIMOUS WRITTEN CONSENT

OF THE

BOARD OF DIRECTORS

OF ABC, INC.

The undersigned, being all of the members of the Board of Directors of

ABC, Inc. (the "Board"), hereby takes the following action on written consent

with the same effect as if such action were taken at a duly held meeting of the

Board:

WHEREAS, ABC, Inc. (the "Corporation") maintains the ABC, Inc. Savings and Investment Plan (the "Plan"); and

WHEREAS, Article XV of the Plan authorizes the Board to amend the Plan.

NOW, THEREFORE, BE IT RESOLVED, that the Plan be amended as follows, effective December 1, 1996:

1. Section 8.01(a) of the Plan is amended by deleting the last two sentences thereof in their entirety and substituting the following therefor:

With respect to the shares of Common Stock reflecting a Member's proportional interest in The Walt Disney Company Common Stock Fund for which it has received no directions from the Member, the Trustee shall vote such shares in the same proportion (for, against and abstention) on each issue as it votes those shares reflecting Members' proportional interests in The Walt Disney Common Stock Fund for which the Trustee received voting directions from Members. Notwithstanding the above, with respect to such shares for which the Trustee has received no voting directions, in the event of a tender offer, the Trustee shall vote such shares in accordance with voting directions received from the Corporation.

2. Section 8.01(b) of the Plan is amended in its entirety to read as follows:

The Trustee shall vote that number of shares of Common Stock that are not reflected in the Members' proportional interests in The Walt Disney Company Common Stock Fund in the same ratio (for, against and abstention) on each issue as it votes those shares reflecting Members' proportional voting interests in The Walt Disney Company Common Stock Fund for which it receives voting directions from Members. Notwithstanding the above, in the event of a tender offer, the Trustee shall vote such unallocated shares in accordance with voting directions received from the Corporation.

FURTHER RESOLVED, that the appropriate officers of the Corporation be and hereby are authorized to take all action necessary or appropriate to effectuate the intent of the foregoing resolutions, including but not limited to, adopting amendments to the Trust Agreement between Fidelity Management Trust Company and ABC, Inc. consistent with the foregoing resolution.

RESOLVED, that the Capital Cities/ABC, Inc. Savings & Investment Plan be amended as follows, effective immediately following the date on which the merger of Capital Cities/ABC, Inc. with DCB Merger Corp. becomes effective (and this Resolution shall not become effective unless and until such merger becomes effective); provided that paragraph 6, below, and paragraph 10 of Schedule XXII, below, shall become effective on January 18, 1996:

1. All references in the Plan (as amended by the preceding paragraphs) to the "Capital Cities/ABC, Inc. Common Stock Fund" shall be changed to "The Walt Disney Company Common Stock Fund."

2. Section 1.01(a) is amended to read in its entirety as follows:

3. Section 1.01(k) is amended to read in its entirety as follows:

4. Section 1.01(m) is amended to read in its entirety as follows:

5. The following Section 1.01(s-1) is added to the Plan immediately after
Section 1.01(s):

6. The following Sections 1.01(kk-1) and 1.01(kk-2) are added to the Plan immediately after Section 1.01(kk):

7. The following Section 1.01(mm-1) is added to the Plan immediately after
Section 1.01(mm):

8. Section 4.04 is amended by adding the following subsection (f) immediately following subsection (e) thereof:

(f) For purposes of this Section 4.04, all references to the Member's Company Matching Account shall be deemed to refer both to the Member's Company Matching Account and to the Member's Old Company Matching Account, if any.

9. The last sentence of Section 5.04(b) is amended to read as follows:

Company Matching Contributions made on behalf of a Member shall be credited to his Old Company Contribution Account (for Company Matching Contributions made before the Merger Date) or to his Company Matching Account (for Company Matching Contributions made on or after the Merger Date) as soon as practicable after the Company Matching Contributions are received by the Trustee.

10. The third and fourth sentences of Section 7.03(a)(1) of the Plan are deleted and replaced by the following:

The Trustee shall regularly purchase, or cause to be purchased, Common Stock in the open market in accordance with a non-discretionary purchasing program.

11. Section 7.07(a) is amended to read in its entirety as follows:

(a) A Pre-Tax Contribution Account, an After-Tax Contribution Account, and a Company Matching Account shall be established for each Member. In addition, an Old Company Matching Account shall be established for each Member or Beneficiary for whom immediately before the Merger Date, there was in effect a Company Matching Account (as that term was defined

by the Plan immediately before the Merger Date). The Member's interest in each Investment Fund that is allocable to the Pre-Tax Contributions made on behalf of the Member shall be credited to his Pre-Tax Contribution Account. The Member's interest in each Investment Fund that is allocable to the Member's After-Tax Contributions shall be credited to his After-Tax Contribution Account. The Member's interest in each Investment Fund that is allocable to Company Matching Contributions made before the Merger Date shall be credited to his Old Company Matching Account. The Member's interest in The Walt Disney Company Common Stock Fund that is allocable to Company Matching Contributions with respect to the Member made on or after the Merger Date shall be credited to his Company Matching Account. The Member's interest in each Investment Fund that is allocable to any Rollover Contribution with respect to the Member shall be credited to the Member's Pre-Tax Contribution Account, After-Tax Contribution Account, Old Company Matching Account, and/or Company Matching Account, as determined by the Committee in its discretion.

12. Section 9.03(b) is amended by adding the following at the end thereof:

Any amount restored or repaid pursuant to this Section 9.03(b) shall be credited to the Account to with such amount was credited when it was previously forfeited or distributed, as the case may be.

13. Article IX is amended by adding the following Section 9.04 immediately after Section 9.03:

14. Section 11.03(a) is amended to read in its entirety as follows:

(a) Subject to the restrictions imposed by this Article XI, if a Member satisfies the requirements of subsections (b) and (c), below, the Member may withdraw all or part of the Value of his Pre-Tax Contribution Account (excluding any gains on Pre-Tax Contributions other than gains credited to his Pre-Tax Contribution Account as of December 31, 1988) and his nonforfeitable interest in the Value of his Company Matching Account and his Old Company Matching Account, if any.

15. Section 11.06(c) is deleted and replaced by the following:

(c) then, from the Member's Old Company Matching Account (to the extent of the Member's nonforfeitable interest therein) pursuant to Section
11.03 (to the extent then available), and

(d) last, from the Member's Company Matching Account (to the extent of the Member's nonforfeitable interest therein) pursuant to Section 11.03 (to the extent then available).

16. The following Schedule XXII is added to the Plan immediately following Schedule XXI:

SCHEDULE XXII

1. This Schedule governs the disposition of the Capital Cities/ABC, Inc. Common Stock Fund and the treatment of each Member's Old Company Matching Account and Company Matching Account following the Merger. For purposes of this Schedule, the term "Capital Cities/ABC, Inc. Common Stock Fund" shall have the meaning given to that term by the Plan as in effect immediately before the Merger Date.

2. Each Member with an interest in the Capital Cities/ABC, Inc. Common Stock Fund shall have the right to instruct the Trustee whether such Member wishes to make a Standard Election, a Stock Election, or a Cash Election for each share of Common Stock represented by the Member's interest in the Capital Cities/ABC, Inc. Common Stock Fund. The terms and conditions under which a Member may provide such an instruction to the Trustee shall be determined by the Trustee in its discretion. If a Member does not provide such an instruction to the Trustee in accordance with such terms and conditions, the Member's interest in the Capital Cities/ABC, Inc. Common Stock Fund shall be governed by the Cash Election. For purposes of this Schedule, the terms "Standard Election," "Stock Election," and "Cash Election" shall have the meanings given to them by the Amended and Restated Agreement and Plan of Reorganization, dated as of July 31, 1995 by and between The Walt Disney Company and the Corporation.

3. The Trustee shall make a Standard Election, a Stock Election, and/or a Cash Election with respect to the shares of Common Stock in the Capital Cities/ABC, Inc. Common Stock Fund in accordance with the instructions it has received (or is deemed to have received) from Members in accordance with paragraph 2 of this Schedule.

4. Any cash received by the Trustee as a result of the Merger in respect of the Member's interest in the Capital Cities/ABC, Inc. Common Stock Fund shall be transferred to the Fidelity Retirement Money Market Fund described in Section 7.03(a)(2) of the Plan.

5. Any Common Stock received by the Trustee as a result of the Merger in respect of the Member's interest in the Capital Cities/ABC, Inc. Common Stock Fund shall be held initially in The Walt Disney Company Common Stock Fund.

6. Any cash and Common Stock received by the Trustee as a result of the Merger in respect of a Member's interest in the Capital Cities/ABC, Inc. Common Stock Fund shall be credited to the Member's Old Company Matching Account to the extent that the Member's interest in the Capital Cities/ABC, Inc. Common Stock Fund was credited to the Member's Company Matching Account immediately before the Merger.

7. Any cash and Common Stock received by the Trustee as a result of the Merger in respect of a Member's interest in the Capital Cities/ABC, Inc. Common Stock Fund shall be credited to the Member's After-Tax Contribution Account or Pre-Tax Contribution Account to the extent that the Member's interest in the Capital Cities/ABC, Inc. Common Stock Fund was credited to the Member's After-Tax Contribution Account or Pre-Tax Contribution Account, as the case may be, immediately before the Merger.

8. Changes in the allocation of amounts credits to a Member's Old Company Matching Account (adjusted to reflect subsequent investment experience) among the Investment Funds shall be governed by the provisions of Section 7.05 of the Plan.

9. Notwithstanding any provision of the Plan to the contrary, Pre-Tax contributions, After Tax Contributions, and Rollover Contributions for the month preceding the month in which the Merger Date occurs, to the extent such contributions otherwise would have been allocated to the Capital Cities/ABC, Inc. Common Stock Fund, and all Company Matching Contributions for the month preceding the month in which the Merger Date occurs, shall be allocated to the Fidelity Retirement Money Market Fund described in Section 7.03(a)(2) of the Plan. Changes in the allocation of such contributions (adjusted to reflect subsequent investment experience) shall be governed by the provisions of Section 7.05 of the Plan.

10. Notwithstanding any provision of the Plan to the contrary, the Committee may suspend, curtail, or postpone certain Plan operations (including, but not limited to, distributions, withdrawals, and loans from the Plan) following approval of the

Merger by the shareholders of the Company to the extent that the Committee determines that such action is necessary or appropriate to take into account the unavailability of the Plan of complete, accurate, and current information regarding Capital Cities/ABC, Inc. Common Stock Fund and The Walt Disney Company Common Stock Fund during the period following approval of the Merger by the shareholders of the Company.

UNANIMOUS WRITTEN CONSENT IN LIEU

OF A MEETING

OF THE BOARD OF DIRECTORS

OF CAPITAL CITIES/ABC, INC.

The undersigned, being all of the members of the Board of Directors of Capital Cities/ABC, Inc., hereby take the following action on unanimous written consent, with the same effect as if such action were taken at a duly held meeting of the Board of Directors:

...RESOLVED, that Capital Cities/ABC, Inc. Savings & Investment Plan be and hereby is amended, effective January 26, 1996, by adding a new Schedule XXII in the form attached hereto, immediately following Schedule XXI; and be it further

SPECIAL PROVISIONS APPLICABLE
TO EMPLOYEES OF
INTERNATIONAL MEDICAL NEWS GROUP

Each Member who was employed by the International Medical News Group of Capital Cities Media, Inc. on January 26, 1996, shall be fully vested in his Account as of January 26, 1996.

ABC, INC.

CONSENT OF DIRECTORS

AS OF DECEMBER 26, 1996

The undersigned, being all of the members of the Board of Directors of ABC, Inc., a New York corporation (the "Corporation"), hereby take the following actions and consents to the adoption of the following resolutions pursuant to the Bylaws of the Corporation:

...RESOLVED, that each employee benefit plan of the Corporation (collectively, the "Plans") be, and each of them hereby is, amended by substituting "ABC, Inc." for "Capital Cities/ABC, Inc." wherever the latter term

EXHIBIT 10(O)

EXCESS LIABILITY INSURANCE PLAN

SUMMARY DESCRIPTION

The Walt Disney Company provides certain key employees with personal

liability insurance coverage up to five million dollars. Benefits supplement

each such employee's personal homeowner's and automobile liability insurance

coverage.

Attached hereto is a representative sample of the insurance policy provided

to a participant under the Excess Liability Insurance Plan.

Policy Issued by               COLUMBIA CASUALTY COMPANY                  Symbol                               Policy Number
                               CNA Insurance Companies                    GPE
                               CNA Plaza                                                                       157335834
                               Chicago, IL  60685
------------------------------------------------------------------------------------------------------------------------------------
Producer's Name and            Seabury & Smith                            Producer Code
Address                        700 North Brand Boulevard, #1100           975-945824
                               Glendale, CA  91203-1238
------------------------------------------------------------------------------------------------------------------------------------
Named Insured                  The Chairman & Chief Executive Officer, President and Chief Operation Officer, Senior Vice Presidents
                               and above of Business Unit (a) reporting directly to the Chairman and President (b) All other
                               Executives of The Walt Disney Company and as per Endt. No. 1 (a-b)
------------------------------------------------------------------------------------------------------------------------------------
Sponsoring Organization and    The Walt Disney Company
 Address                       500 South Buena Vista Street
                               Burbank, California  91521
------------------------------------------------------------------------------------------------------------------------------------
Policy Period                  From May 01, 1997 through May 01, 1999
                               12:01 a.m. Standard Time at the Address of the Sponsoring Organization as stated herein.
------------------------------------------------------------------------------------------------------------------------------------

Limit of Liability             $ See Endt. No. 2                                             Each Occurrence
------------------------------------------------------------------------------------------------------------------------------------
Retained Limits                $500.00                                                       Each Occurrence
------------------------------------------------------------------------------------------------------------------------------------
 The Named Insured Agrees to Maintain during the term of the policy at least the following underlying coverages and minimum required
 underlying limits for the Automobile Liability (Cars or Recreational Vehicles) and Comprehensive Personal Liability. If exposure
 exists, the Named Insured further agrees to maintain at least the following underlying coverages and minimum Required Underlying
 Limits for Watercraft and Employers Liability.
------------------------------------------------------------------------------------------------------------------------------------

                                      EXPOSURES                      COVERAGES                        MINIMUM REQUIRED U/L LIMIT
                              ------------------------------------------------------------------------------------------------------
                               Automobile (Cars and               Bodily Injury              $250,000 Per Person, $500,000 Per
                               Recreational Vehicles             Property Damage             Occurrence $50,000 Per Occurrence
                               except snowmobiles)
                              -----------------------------------------------------------------------------------------------------
                                                                    -or-                     $300,000 Per Occurrence
                                                              Combined Single Limit          ($325,000 in Texas)
                              ------------------------------------------------------------------------------------------------------
                               Homeowners                     Combined Single Limit          $100,000 Per Occurrence
                               Personal Liability            (Required for all property
                                                                 owned or rented)
                              ------------------------------------------------------------------------------------------------------
Schedule of Required           Watercraft Liability      Bodily Injury/Property Damage       $100,000 Per Occurrence
 Underlying Limits                                          or Combined Single Limit
                              ------------------------------------------------------------------------------------------------------
                               Employers Liability            Combined Single Limit          $100,000 Per Occurrence
                              ------------------------------------------------------------------------------------------------------
                               Snowmobile Liability               Bodily Injury              $100,000 Per Person, $300,000 Per
                                                                 Property Damage             Occurrence $25,000 Per Occurrence
                                                           -------------------------------------------------------------------------
                                                                      -or-                   $300,000 Per Occurrence
                                                              Combined Single Limit
                              ------------------------------------------------------------------------------------------------------
                               UM/UIM (only                       Bodily Injury              $250,000 Per Person, $500,000 Per
                               when coverage is                  Property Damage             Occurrence $50,000 Per Occurrence
                               provided under this
                               policy)                     -------------------------------------------------------------------------
                                                                      -or-                   $300,000 Per Occurrence
                                                              Combined Single Limit          ($325,000 in Texas)
------------------------------------------------------------------------------------------------------------------------------------
Premium                        $62,105.00     Advance Premium payable at inception
------------------------------------------------------------------------------------------------------------------------------------
Endorsements                   Forming a part of this policy at inception.  Endorsement No. 1-(a-b)5
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

Dated at New York, NY this 15 day of May, 1997

EXHIBIT 10(o)

EXCESS LIABILITY POLICY

Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered.

Throughout this policy the words "you" and "your" refer to the "Named Insured" shown in the declarations. "Named Insured" means the person shown as the Named Insured in the Policy Declarations and that person's spouse, if he or she lives in the same household.

Wherever used in this policy, "we," "us" and "our" refer to the company providing this insurance.

If the Sponsoring Organization pays the premium, and you and the Sponsoring Organization comply with policy terms, we agree with you as follows:

We will pay all sums, more fully defined by the term Net Loss, that the Insured becomes legally obligated to pay for Personal Injury or Property Damage in excess of the Required Underlying Limit or in excess of the Retained Limit, if applicable.

This insurance applies to Personal Injury and Property Damage only if:
1. The Personal Injury or Property Damage is caused by an Occurrence that takes place in the Policy Territory; and

2. The Personal Injury or Property Damage occurs during the policy period.

We do not provide coverage for:

1. Personal Injury or Property Damage caused intentionally by any person. This does not apply to:

(a) any act by an Insured while trying to prevent or eliminate danger in the use of Cars or watercraft; or
(b) while trying to protect persons or property;

2. Personal Injury or Property Damage arising out of the ownership, maintenance or use of any aircraft or hovercraft. This does not apply to:

(a) model airplanes of the hobby type which do not carry people or cargo.
(b) an aircraft chartered with crew by an Insured.

3. Personal Injury or Property Damage arising out of any watercraft you own, rent or use, or is in your care custody or control if it is:

(a) powered by an inboard or inboard/outboard motor of more than 50 horsepower;
(b) a sailing vessel (with or without auxiliary power) 26 feet or more in overall length;
(c) powered by any outboard motor(s), singly or in combination, of more than 25 total horsepower.

This restriction does not apply to such watercraft if they are covered by required underlying liability Insurance. We will not pay for or defend any claims that are, or should be, covered under any kind of maritime statutes.

4. Personal Injury or Property Damage arising out of the use of any Car or watercraft in any prearranged or organized race, speed contest, other competition or practice. However, this exclusion does not apply to sailboats.

EXHIBIT 10(o)

5. Personal Injury or Property damage resulting from any act or failure to act by any Insured as a director or officer of any organization. This does not apply to:

(a) positions in a non-profit organization for which the Insured does not receive pay.
(b) coverage up to $1,000,000 aggregate limit of liability to the Sponsoring Organization, and it's Insureds against loss arising from any claim which is made against the Insureds and reported to the Insurer during the policy term by reason of any Wrongful Act, relative to the administration of this excess policy.

Condition: The Insured agrees to provide the insurer with copies of any written communication sent to members of the Defined Group (as shown on the policy declarations) regarding this excess liability coverage PRIOR to distribution. The Insurer retains the right to review, modify, or amend the communication as deemed appropriate. Failure to conform to this condition shall void any coverage extended.

6. Personal Injury or Property Damage for providing or failing to provide professional services by:

(a) the Insured or;
(b) any person for whom the Insured is legally responsible.

7. Personal injury or Property Damage resulting from your Business Activity or business property. This exclusion does not apply to:

(a) housing property you rent out or are holding for rental for use as a place to live. But such property; must be covered by required underlying limits. By "housing property", we mean 1,2,3, or 4 family houses, and any smaller detached structures on the property such as a garage or storage shed, the grounds, and private roads on the property. Housing property also includes that part of any other dwelling that you are occupying as your residence. Those parts of any housing property that you are renting out or holding for rental as a place to live are not considered business property unless more than three roomers or boarders per family are living there. Parts of housing property that you rent out or hold for rental for use as private garages are not considered business property.
(b) activities which are described in an endorsement attached to this policy;
(c) the use of any Private Passenger Car provided it is not used to carry persons or property for a fee. This exclusion does not apply to a share-the-expense ride.
(d) volunteer work for charity.
(e) incidental business activities which generate less than $5,000 in gross annual revenues.

8. Personal Injury or Property Damage covered by a nuclear energy liability policy or that would have been covered by any such policy if its limit had not been exceeded.

9. Personal Injury arising out of the transmission of, or threat of transmission of, a communicable sickness or disease by an Insured.

10. Any obligation for which an Insured may be held liable under any workers compensation, non-occupational disability, unemployment compensation, or similar law.

11. Property Damage to:

(a) property owned by an Insured.
(b) any other property which is rented to, used by, occupied by, or in the care, custody, or control of an Insured. However, this only applies to the extent that the Insured has agreed in writing to provide insurance for this property.

12. The owner or lessee of a Car or watercraft loaned to or hired by you.

13. Sums which an Insured is entitled to recover from the owner or operator of an "Uninsured Motor Vehicle."

EXHIBIT 10(o)

DEFENSE

We will defend any suit for damages which is not covered by the types of polices described in the Schedule of Underlying Limits of the Declarations or any other available insurance. This applies only if the basis of the suit is covered by this policy. We will settle or defend any claim or suit as we feel appropriate with counsel approved by us. Our duty to settle or defend ends when our limit of liability has been exhausted.

The Insured must reimburse us for any amount within the Retained Limit.

If the law does not permit us to comply with this agreement, we will pay any expense that is incurred with our consent.

SUPPLEMENTARY PAYMENTS

In addition to our limit of liability, we will pay on behalf of an Insured:
1. The cost of bail bonds required because of an occurrence. This includes related traffic law violations, resulting in Bodily Injury or Property Damage covered under this policy.
2. All costs taxed against an Insured.
3. Premiums on appeal bonds and bonds to release attachments in any suit we defend.
4. Interest accruing after a judgment is entered in any suit we defend. Our duty to pay interest ends when we offer to pay that part of the judgment which does not exceed our limit of liability for this coverage.
5. Other reasonable expenses incurred at our request. This does include loss of earnings up to $100 per day or a maximum of $5,000. The amounts we pay for defense, and the other supplementary payments described above, will not reduce the limits of insurance.

The limit of liability shown in the Declarations is the amount you have selected and is the maximum amount that we will pay for all damages for Personal Injury and Property Damage from any one Occurrence. This amount is the most we will pay and will not be added to in any way, multiplied by any factor, or otherwise increased for any reason, regardless of the number of:

. Insureds suits brought claims made

. premiums charged or premiums shown, either separately or collectively, in the Declarations, or in any other document attached to or made part of your policy.

. Cars or watercraft owned or involved in the Occurrence.

We will be liable only for the Net Loss resulting from any one Occurrence:

1. in excess of your Required Underlying Limit or
2. if applicable, in excess of your Retained Limit or
3. in excess of valid and collectible insurance, or the Retained Limit, whichever is greater, if the Occurrence arises from the use of a Car or motorcycle which is hired by you or loaned to you for a period of thirty (30) days or less. Any Car or motorcycle hired by you or loaned to you for a period of more than thirty (30) days shall be subject to the Required Underlying Limit for Automobile Liability on the Policy Declarations.
4. in excess of valid and collectible insurance or the Retained Limit, whichever is greater, if the Occurrence arises from the use of a watercraft which is hired by you or loaned to you for a period of thirty (30) days or less. Any watercraft hired by you or loaned to you for a period of more than thirty (30) days shall be subject to the Required Underlying Limit for watercraft liability on the Policy Declarations.

EXHIBIT 10(o)

DUTIES AFTER AN OCCURRENCE

As soon after an injury or Occurrence takes place that is likely to involve coverage under this policy, we must be notified promptly. You or the Sponsoring Organization should tell us how, when and where the Occurrence happened. You or the Sponsoring Organization should also include the names and address of any injured persons and of any witnesses.

A person seeking any coverage must:

1. cooperate with the underlying insurers, as required by their policies, and with us in the investigation, settlement or defense of any claim or suit.
2. promptly tell us if a claim is made or a suit is brought. That person must also send to us or the underlying insurer copies of any notices of legal papers received concerning the Occurrence.
3. attend hearings and trials.
4. cooperate in securing and giving evidence.
5. cooperate in having witnesses attend.
6. At our request, enforce any right of contribution or indemnity against any person or organization who may be liable to the Insured, because of a loss covered under this policy.

APPEALS

If the Insured or any underlying insurer elects not to appeal a judgment which exceeds the underlying or Retained Limit, we may elect to do so. We shall be responsible for all costs, taxes, expenses and interests on judgments incidental to the appeal.

WHEN LOSS PAYABLE

The Insured may make claim for payment after the Net Loss has been determined in excess of:

1. the Required Underlying Limit or

2. the Retained Limit, if applicable. This will be determined after a trial or by written agreement of the Insured, the claimant and us.

LEGAL ACTION AGAINST US

No legal action shall be brought against us:

1. unless the Insured has fully complied with all the terms of this policy; and
2. until the amount of the Insured's Ultimate Net Loss in excess of the Retained Limit has been finally settled. This amount may be determined either by judgment against the Insured, or by written agreement signed by the Insured, the claimant and us.

Anyone who has secured such a judgment or written agreement may then recover under this policy to the extent of the insurance it provides. No one has any right under this policy to join us as a party to any action against the Insured to determine the Insured's liability; nor shall an Insured or his legal representative sue us.

If any Insured becomes bankrupt or insolvent during the policy period, we shall not be relieved of our obligations. However, the policy, unless cancelled, shall cover the Insured's legal representative for the remainder of the term.

OTHER INSURANCE

Our coverage is excess over any other collectible insurance. This means all insurance which covers you or any Insured, whether it is shown in the Schedule or not. Only when all such insurance has been exhausted will this policy apply. The only insurance over which this policy may not be excess is insurance purchased to apply in excess of the sum of the Retained Limit and the limit of liability of this policy.

EXHIBIT 10(o)

OUR RIGHT TO RECOVER PAYMENT

1. If we make a payment under this policy, we will share recovery rights with the Insured and any underlying insurer. If the person to or for whom payment was made has a right to recover damages from another we shall be subrogated to that right. That person shall:
(a) do whatever is necessary to enable us to exercise our rights and
(b) do nothing after the loss to prejudice them.
2. If we make a payment under this policy and the person to or for whom payment is made recovers damages from another, that person shall hold in trust for us the proceeds of the recovery. That person shall reimburse us to the extent of our payment.
3. Recoveries shall be applied:
(a) first to reimburse any party (including the Insured) that may have been paid any amount in excess of our limit of liability;
(b) then to reimburse us up to the amount paid;
(c) last, to reimburse any interests (including the Insured) that may have been paid any amount either under underlying policies or otherwise.

A different sharing may be made by a written agreement signed by all interested parties. Any expenses incurred in making recoveries shall be shared by interested parties in the ratio of their respective losses.

CHANGES

This policy contains all the agreements between you and us. Its terms may not be changed or waived except by endorsement issued by us. If a change requires a premium adjustment, we will adjust the premium as of the effective date of change.

TRANSFER OF YOUR INTEREST IN THIS POLICY

Your rights and duties under this policy except as provided for the Sponsoring Organization in this policy may not be assigned without our written consent. However, if a Named Insured shown in the Policy Declarations dies, coverage will be provided until the annual anniversary date of the policy for:

1. the surviving spouse if resident in the same household at the time of death; or
2. any member of your household who is covered under this policy at the time of your death, but only while a resident of the premises insured by this policy;
3. the liability of your property and premises, your legal representative; or until a legal representative is appointed and qualified, the person who has proper temporary custody of your property and premises.

IF YOU GO BANKRUPT

Bankruptcy or insolvency of any Insured does not relieve us of any of our obligations under this policy.

LIBERALIZATION

We may extend or broaden the insurance provided under this policy, without premium charge, by amendment or substitution of form. If we do this during the period that this policy is in force or within 45 days prior to its effective date, then the extended or broadened insurance shall apply to your policy.

CONFORMITY WITH STATE STATUTES

If any provision of this policy is in conflict with the laws of the state in which you reside, this policy is amended to conform to the requirements of the laws.

KEEPING REQUIRED UNDERLYING INSURANCE IN FORCE

If you fail to keep Required Underlying policies in force for the full amount of the Required Underlying Limits, we will not provide coverage unless and until the amount of all claims resulting from a single Occurrence exceed the Required Underlying Limits. If any underlying policy has an aggregate limit which is not reinstated after a loss, you must try, within reason, to have coverage reinstated promptly.

EXHIBIT 10(o)

FALSE INFORMATION

We may refuse to make payments under this policy if you or someone on your behalf has given us false information:

1. in the application, or
2. in any other notice regarding underlying insurance.

PREMIUM

The Sponsoring Organization is responsible for the payment of all premiums to us. All return premiums, if any, will be sent to the Sponsoring Organization.

NOTICE OF CANCELLATION OR COVERAGE TERMINATION:

Cancellation:

1. The Sponsoring Organization may cancel the coverage afforded by this policy at any time. To do so, the Sponsoring Organization must notify us in advance of the date cancellation is to take place and return this policy to us.
2. We may cancel this policy at any time by giving the Sponsoring Organization at the address shown on the Policy Declarations written notice:
(a) at least 15 days in advance of the date cancellation is to take effect, if cancellation is for non-payment of premium, or
(b) at least 60 days in advance of the date cancellation is to take effect for any reason other than non-payment of premium.
3. We may deliver any notice of cancellation instead of mailing it. Proof of mailing any notice shall be sufficient proof of notice.
4. If the policy is canceled, a return premium may be due. This refund will be promptly forwarded to the Sponsoring Organization. No refunds will be made by us to individual Named Insureds. Should the policy be canceled, at the request of the Sponsoring Organization, the amount to be refunded will be computed at 90% of pro-rata. However, making or offering to make the refund is not a condition of cancellation.

Termination:

Should an individual for ANY reason no longer qualify as a Named Insured as defined in the Policy Declarations or other provisions of this policy, coverage will cease at the annual anniversary date of the policy or cancellation date whichever comes first. Again, no refunds will be made by us to individual Named Insureds.

Bodily Injury means bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time.

Business Activity means any full or part time gainful employment, trade, profession, or occupation of the Insured, other than Farming as defined in the policy. Business Activity does not mean part time jobs of Insureds who are students under the age of 25 or activities which are ordinarily incidental to non-business pursuits.

Business Property means property on which a business is conducted and property, or any part of it, rented to others or held for rental.

Car means a land motor vehicle designed for travel on public roads or subject to motor vehicle registration, including trailers, or semi-trailers, farm tractors, trailers and implements.

Private Passenger Car means a private passenger, sports utility, mini-van, pick- up truck, station wagon, jeep type auto or motorcycle.

Your Car means any Car or motorcycle owned or hired by you, or loaned to you.

Farming means agricultural operations or the raising of animals which produced $5,000 or less in gross annual revenues.

EXHIBIT 10(o)

Insured means:

1. you or any Relative:
2.a any person:
(1) using Your Car or watercraft, or
(2) having custody of any of your animals.
2.b such person must:
(1) have your permission for such use of custody, and
(2) limit the use of custody as you may require.
3. any other person or organization. Coverage is only for the legal responsibility for acts or omissions of those persons for whom coverage is afforded above.

Named Insured(s) means individuals who are members of the group as defined in the Policy Declarations.

Net Loss means the sum actually paid or payable due to a claim for which the Insured is liable either by a settlement we agreed to or a final judgment. Such sums will include proper adjustment for recoveries and salvage.

Occurrence means an accident including continuous or repeated exposure to substantially the same conditions neither expected nor intended by the Insured except to protect persons or property.

Occupying means in, upon, getting in, on, out of or off.

Personal Injury means:
1. bodily injury, shock, mental anguish, mental injury, sickness or disease, including death resulting therefrom;
2. injury because of false arrest, detention or imprisonment, malicious prosecution, wrongful entry or eviction, humiliation, libel, slander, defamation of character or invasion of privacy.

Policy Period means the time the policy is in effect.

Policy Territory means anywhere in the world.

Property Damage means physical injury to or destruction of tangible property. This includes loss of use of such property.

Recreational Vehicle means a motorized land vehicle that:

1. is designed for recreational use off public roads; and
2. is not subject to motor vehicle registration.

This includes all-terrain vehicles, antique vehicles, classes of special interest vehicles, dune buggies, motor homes, replica vehicles, snowmobiles, motorscooters, trail bikes, mopeds, motorized bikes, mini-bikes and pedacycles. A golf cart is a Recreational Vehicle; except that for the purposes of underlying insurance, the Required Underlying Limit for golf carts is equivalent to the Required Underlying Limit for Homeowners Personal Liability in the Policy Declarations.

Relative means a person related to you by blood, marriage or adoption who is a resident of your household. This includes a ward or foster child, or child held in joint custody, or other person under the age of 25 who is in your care.

Required Underlying Limit means the minimum limits you are required to maintain in force for the types of insurance and exposures described in the Schedule of Required Underlying Limits in the Policy Declarations.

Retained Limit means the amount stated in the Policy Declarations, if underlying insurance does not cover the Occurrence, or an amount applying to specific circumstances outlined in items 3 and 4 of the Limits of Liability section of the policy.

Sponsoring Organization means the company, corporation, association, partnership or sole proprietorship which sponsors and defines the criteria for qualification as a Named Insured. For the purpose of this policy, the Sponsoring Organization shall be the agent of the Named Insured.

EXHIBIT 10(o)

Uninsured Motor Vehicle means a car or motorcycle:
1. for which no liability bond or policy applies at the time of the Occurrence;
2. that is an Underinsured Motor Vehicle. An Underinsured Motor Vehicle is a car or motorcycle for which a Bodily Injury liability bond or policy applies at the time of an Occurrence but the amount paid under that bond or policy to an Insured is not enough to pay the full amount the Insured is legally entitled to recover as damages caused by the Occurrence.
3. for which an insuring or bonding company denies coverage or is or becomes insolvent: or
4. that is a hit-and-run vehicle and neither the driver nor owner can be identified. The vehicle must:
(a)hit you or any Relative, Your Car or a vehicle you or any Relative are Occupying; or
(b)cause an Occurrence resulting in Bodily Injury to you or any relative without hitting you, any Relative, Your Car or a vehicle you or any Relative are Occupying.

If there is no physical contact with the hit-and-run vehicle, the facts of the Occurrence must be proved. We will accept only competent evidence other than the testimony of a person making claims under this or any similar coverage.

However, Uninsured Motor Vehicle does not include any vehicle:
1. owned or operated by a self-insurer under any applicable motor vehicle law except a self-insurer who is or becomes insolvent and cannot provide the amounts required by that motor vehicle law;
2. owned by a governmental unit or agency;
3. designed for use mainly off public roads while not on public roads; or
4. owned by or furnished or available for the regular use of you or any Relative.

Wrongful Act means any breach of duty, neglect, error, misstatement, misleading statement, omission or other act done relative to the administration of this personal excess liability coverage provided to the Named Insured.

In Witness Whereof, we have caused this policy to be executed and attested, and, if required by state law, this policy shall not be valid unless countersigned by our authorized representative.

EXHIBIT 10(p)

FAMILY INCOME ASSURANCE PLAN

SUMMARY DESCRIPTION

The Walt Disney Company (the "Company") has in effect a Family Income

Assurance Plan for certain key executives. Coverage under this self-insured

plan provides that in the event of the death of a participating key executive

while employed by the Company, the eligible spouse, same sex domestic partner,

or dependent child is entitled to receive an amount equal to 100% of the

executives salary in effect at the date of death for the first year after such

date of death, 75% thereof during the second year, and 50% thereof during the