FORM OF UNDERWRITING AGREEMENT—DEBT SECURITIES UNDERWRITING AGREEMENTWalt Disney Co/ • February 4th, 2005 • 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. $ • aggregate principal amount of its • (the "Debt Securities").
FORM OF DISTRIBUTION AGREEMENT—DEBT SECURITIES THE WALT DISNEY COMPANY Medium- Term Notes, Series • Due Nine Months or More from Date of Issue DISTRIBUTION AGREEMENTWalt Disney Co/ • February 4th, 2005 • Services-miscellaneous amusement & recreation • New York
Issuance: On any date of settlement (as defined under "Settlement" below) for one or more Book-Entry Notes, the Issuer will issue a single global security in fully registered form without coupons (a "Global Security") representing up to $500,000,000 principal amount of all such Notes that have the same Stated Maturity and Final Maturity, Earliest Redemption Date, Redemption Price and other redemption provisions, if any, Interest Payment Dates, Regular Record Dates, Interest Payment Period, original issue discount, if any, and, additionally, in the case of Fixed Rate Notes, interest rate and, in the case of Floating Rate Notes, Initial Interest Rate, Base Rate or Rates, Index Maturity, Interest Reset Period, Interest Reset Dates, Spread or Spread Multiplier, if any, Minimum Interest Rate, if any, and Maximum Interest Rate, if any (collectively, the "Terms"). Each Global Security will be dated and issued as of the date of its authentication by the Trustee. Each Global Security will bear
