0000912057-01-536550 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • October 25th, 2001 • Walt Disney Co/ • Services-miscellaneous amusement & recreation • New York

We (the "Representatives") are acting on behalf of the underwriters (including ourselves) named below (such underwriters being herein called the "Underwriters"), and we understand that The Walt Disney Company, a Delaware corporation (the "Company"), proposes to issue and sell U.S. $275,000,000 aggregate principal amount of its 7% Quarterly Interest Bonds Due 2031 (QUIBS*) (the "Initial Debt Securities").

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