WALT DISNEY CO/, S-3, 1998-05-14

WALT DISNEY CO/
S-3, 1998-05-14
MISCELLANEOUS AMUSEMENT & RECREATION

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 14, 1998
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933
------------------------
THE WALT DISNEY COMPANY

(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
DELAWARE 95-4545390
(State or other jurisdiction (I.R.S. employer
of identification
incorporation or organization) number)
</TABLE>

500 SOUTH BUENA VISTA STREET BURBANK, CALIFORNIA 91521
(818) 560-1000
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)

DAVID K. THOMPSON
SENIOR VICE PRESIDENT--ASSISTANT GENERAL COUNSEL
THE WALT DISNEY COMPANY
500 SOUTH BUENA VISTA STREET BURBANK, CALIFORNIA 91521
(818) 560-1000
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
------------------------------

COPY TO:
JEFFREY H. COHEN
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, Suite 3400
Los Angeles, California 90071
(213) 687-5000
------------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
------------------------------

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X/
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING
SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT(2) PRICE(1)(3)
<S> <C> <C> <C>
Debt Securities(5)................................. (2) -- (2)
Preferred Stock(5)................................. (2) -- (2)
Common Stock(5)(6)................................. (2) -- (2)
Depositary Shares(7)............................... (2) -- (2)
Warrants(5)........................................ (2) -- (2)
Total(8)........................................... $5,000,000,000 -- $5,000,000,000

TITLE OF EACH CLASS OF AMOUNT OF
SECURITIES TO BE REGISTERED REGISTRATION FEE(4)
<S> <C>
Debt Securities(5)................................. (2)
Preferred Stock(5)................................. (2)
Common Stock(5)(6)................................. (2)
Depositary Shares(7)............................... (2)
Warrants(5)........................................ (2)
Total(8)........................................... $1,268,500
</TABLE>

(SEE FOOTNOTES ON NEXT PAGE.)
------------------------------

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
(FOOTNOTES FROM PREVIOUS PAGE)
- ------------------------------
(1) In United States dollars or the equivalent thereof in one or more foreign
currencies or units of two or more foreign currencies or composite
currencies (such as European Currency Units). The aggregate initial offering
price of the above-referenced securities (collectively, the "Securities")
registered hereby will not exceed $5,000,000,000. Such amount represents the
principal amount of any Debt Securities issued at their principal amount,
the issue price rather than the principal amount of any Debt Securities
issued at an original issue discount, the liquidation preference (or, if
different, the issue price) of any Preferred Stock, the issue price of any
Common Stock, and the issue price of any Warrants (but not the exercise
price of any Securities issuable upon the exercise of such Warrants).

(2) Omitted pursuant to General Instruction II(D) of Form S-3 under the
Securities Act of 1933, as amended (the "Securities Act").

(3) No separate consideration will be received for (a) any Depositary Shares
representing shares of Preferred Stock, or (b) any Debt Securities,
Preferred Stock or Common Stock that may be issuable upon conversion of or
in exchange for convertible or exchangeable Debt Securities or Preferred
Stock (including any securities issuable upon stock splits and similar
transactions pursuant to Rule 416).

(4) Calculated pursuant to Rule 457(o) under the Securities Act. See Note (8).

(5) Includes such indeterminate principal amount of Debt Securities, such
indeterminate number of shares of Preferred Stock, such indeterminate number
of shares of Common Stock, such indeterminate number of Warrants to purchase
Debt Securities, Preferred Stock and Common Stock, and such indeterminate
principal amount of Debt Securities, or number of shares of Preferred Stock
or Common Stock as may be issued upon conversion of, or in exchange for, or
upon exercise of, convertible or exchangeable Debt Securities or Preferred
Stock or Warrants (including any securities issuable upon stock splits and
similar transactions pursuant to Rule 416 under the Securities Act).

(6) Shares of Common Stock are accompanied by the Registrant's preferred stock
purchase rights issued pursuant to a Rights Agreement dated as of November
8, 1995 between the Registrant and the Bank of New York, as rights agent.
Until the occurrence of certain prescribed events, these rights are not
exercisable, are evidenced by the certificates for the Common Stock and will
be transferred along with and only with such securities.

(7) Such indeterminate number of Depositary Shares to be evidenced by Depositary
Receipts issued pursuant to a Deposit Agreement. In the event the Registrant
elects to offer to the public fractional interests in shares of the
Preferred Stock registered hereunder, Depositary Receipts will be
distributed to those persons acquiring such fractional interest and the
shares of Preferred Stock will be issued to a Depositary under a Deposit
Agreement.

(8) The $5,000,000,000 of Securities offered hereby is comprised of $700,000,000
of securities registered pursuant to Registration Statement No. 33-62777
initially filed September 20, 1995 and included herein under Rule 429, for
which the filing fee was previously paid, and $4,300,000,000 registered
hereby. Accordingly, the filing fee paid herewith is $1,268,500
($4,300,000,000 multiplied by .000295). In the event any of such previously
registered securities are offered prior to the effective date of this
Registration Statement, they will not be included in the Prospectus
constituting a part hereof.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BY ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION DATED MAY 14, 1998

PROSPECTUS

THE WALT DISNEY COMPANY

SECURITIES
----------------

The Walt Disney Company may offer from time to time the following types of
securities ("Securities"):

- debt securities, which may be senior debt securities, senior subordinated
debt securities or subordinated debt securities, in each case consisting
of notes or other unsecured evidences of indebtedness;

- shares of preferred stock, which may be issued in the form of depositary
receipts representing a fraction of a share of preferred stock;

- shares of common stock; or

- warrants to purchase debt securities, preferred stock or common stock.

The Securities will have an aggregate initial offering price of up to
$5,000,000,000 or an equivalent amount in U.S. dollars if any Securities are
denominated in a currency other than U.S. dollars or in currency units. The
Securities may be offered separately or together in any combination and as
separate series. The amounts, prices, form, designation, specific terms and
offering terms of each issuance of Securities will be determined at the time of
sale and will be set forth in a Prospectus Supplement. Where applicable, the
Prospectus Supplement will also contain information about certain material
United States Federal income tax considerations relating to the Securities and
any listing of the Securities on a national securities exchange.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

The Securities may be sold directly, through agents designated from time to
time or to or through underwriters or dealers. See "Plan of Distribution." If
any agents or underwriters are involved in the sale of any Securities, their
names and any applicable commissions or discounts will be set forth in a
Prospectus Supplement. The net proceeds to the issuer from the sale of
Securities also will be set forth in a Prospectus Supplement.
------------------------

, 1998
<PAGE>
AVAILABLE INFORMATION

The Walt Disney Company ("Disney") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith, files reports, proxy and information
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy and information statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549; 7 World Trade Center, 13th Floor, New York, New York
10048; and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can be obtained at prescribed rates from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Such reports, proxy and information statements and other
information may also be inspected at the offices of the New York Stock Exchange,
20 Broad Street, New York, New York 10005 and the Pacific Exchange, 115 Sansome
Street, Suite 1104, San Francisco, California 94104. In addition, the Commission
maintains a Web site (http://www.sec.gov) that contains reports, proxy and
information statements and other information regarding registrants, such as
Disney, that file electronically with the Commission.

Disney has filed with the Commission in Washington, D.C. a registration
statement on Form S-3 (including all amendments thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Securities offered hereby. As permitted by the rules and
regulations of the Commission, this Prospectus does not contain all of the
information set forth in the Registration Statement and the exhibits and
schedules thereto. Such additional information is available for inspection and
copying at the offices of the Commission. Statements contained in this
Prospectus, in any Prospectus Supplement or in any document incorporated by
reference herein or therein as to the contents of any contract or other document
referred to herein or therein are not necessarily complete, and in each instance
reference is made to the copy of such contract or other document filed as an
exhibit to, or incorporated by reference in, the Registration Statement, each
such statement being qualified in all respects by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents previously filed by Disney (File No. 1-11605) with
the Commission under the Exchange Act are incorporated herein by reference:

(a) Disney's Annual Report on Form 10-K for the fiscal year ended
September 30, 1997; and

(b) Disney's Quarterly Reports on Form 10-Q for the quarters ended
December 31, 1997 and March 31, 1998.

All documents filed by Disney pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act prior to the termination of the offering of the Securities
made hereby, shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document that is or is deemed to be incorporated by
reference herein) modifies or supersedes such previous statement. Any statement
so modified or superseded shall not be deemed to constitute a part hereof except
as so modified or superseded.

Disney will provide without charge to each person to whom a copy of this
Prospectus has been delivered, on the written or oral request of such person, a
copy of any or all of the documents referred to above which have been or may be
incorporated by reference in this Prospectus other than exhibits to such
documents, unless such exhibits are also specifically incorporated by reference
herein. Requests for such copies should be directed to The Walt Disney Company,
500 South Buena Vista Street, Burbank, California 91521, Attention: Corporate
Secretary; telephone number (818) 560-1000.

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

Unless otherwise indicated, currency amounts in this Prospectus and any
Prospectus Supplement are stated in United States dollars ("$," "dollars," "U.S.
dollars" or "U.S.$").

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

2
<PAGE>
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR
ANY PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE ISSUER
OR ANY UNDERWRITER OR AGENT. THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT DO
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER AND
THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THEIR
RESPECTIVE DATES.

3
<PAGE>
THE COMPANY

The Walt Disney Company, a Delaware corporation ("Disney" or the "Company"),
is a diversified international entertainment company with operations in the
businesses of Creative Content, Broadcasting and Theme Parks and Resorts. On
February 9, 1996, the Company completed its acquisition of ABC, Inc. ("ABC"),
which resulted in a new parent company, with the name "The Walt Disney Company",
replacing the old parent company of the same name. For convenience, unless the
context otherwise requires, the terms "Company" and "Disney" are used in this
Prospectus to refer to both the old and the new parent company and to refer
collectively to the parent company and the subsidiaries through which its
various businesses are actually conducted.

The Company's principal executive offices are located at 500 South Buena
Vista Street, Burbank, California 91521, and its telephone number is (818)
560-1000.

CREATIVE CONTENT

The Company produces and acquires live-action and animated motion pictures
for distribution to the theatrical, home video and television markets. The
Company also produces original television programming for the network and
first-run syndication markets. The Company distributes its filmed product
through its own distribution and marketing companies in the United States and
most foreign markets. The success of the Company's Creative Content operations
is heavily dependent upon public taste, which is unpredictable and subject to
change. In addition, filmed entertainment operating results fluctuate due to the
timing and performance of theatrical and home video releases. Release dates are
determined by several factors, including timing of vacation and holiday periods
and competition.

The Company licenses the name "Walt Disney," as well as the Company's
characters, visual and literary properties and songs and music, to various
consumer manufacturers, retailers, show promoters and publishers throughout the
world. The Company also engages in direct retail distribution principally
through The Disney Stores, and produces books and magazines for the general
public in the United States and Europe. In addition, the Company produces audio
products for all markets, as well as film, video and computer software products
for the educational marketplace. Operating results for the licensing and retail
distribution business are influenced by seasonal consumer purchasing behavior
and by the timing and performance of animated theatrical releases.

BROADCASTING

The Company operates the ABC Television Network, which has affiliated
stations providing coverage to U.S. television households. The Company also owns
television and radio stations, most of which are affiliated with the ABC
Television Network and the ABC Radio Networks. The Company's cable and
international broadcast operations are principally involved in the production
and distribution of cable television programming, the licensing of programming
to domestic and international markets and investing in joint ventures in
foreign-based television operations and television production and distribution
entities. The primary domestic cable programming services, which operate
principally through joint ventures, are ESPN, the A&E Television Networks,
Lifetime Television and E! Entertainment Television. The Company provides
programming for and operates Disney Channel, a cable and satellite television
programming service.

THEME PARKS AND RESORTS

The Company operates the Walt Disney World Resort-Registered Trademark- in
Florida, and Disneyland Park-Registered Trademark-, the Disneyland Hotel and the
Disneyland Pacific Hotel in California. The Walt Disney World Resort includes
the Magic Kingdom, Epcot and the Disney-MGM Studios, thirteen resort hotels and
a complex of villas and suites, a nighttime entertainment complex, a shopping
village, conference centers, campgrounds, golf courses, water parks and other
recreational facilities. The Company earns royalties generated by the Tokyo
Disneyland-Registered Trademark- theme park near Tokyo, Japan, which is owned
and operated by an unrelated Japanese corporation. The Company also has an
investment in Euro Disney S.C.A., a publicly held French corporation that
operates Disneyland Paris. The Company's Walt Disney Imagineering unit designs
and develops new theme park concepts and attractions, as well as resort
properties. The Company also manages and markets vacation ownership interests in
the Disney Vacation Club. Included in Theme Parks and Resorts are the Company's
National Hockey League franchise, the

4
<PAGE>
Mighty Ducks of Anaheim, and its ownership interest in the Anaheim Angels, a
Major League Baseball team. Historically, the theme parks and resorts business
experiences fluctuations in park attendance and resort occupancy resulting from
the nature of vacation travel. Peak attendance and resort occupancy generally
occur during the summer months when school vacations occur and during
early-winter and spring holiday periods.

USE OF PROCEEDS

Unless otherwise indicated in an accompanying Prospectus Supplement, Disney
intends to use the net proceeds from the sale of the Securities for general
corporate purposes.

RATIOS OF EARNINGS TO FIXED CHARGES

Set forth below are the consolidated ratios of earnings to fixed charges for
Disney for the six-month periods ended March 31, 1998 and 1997 and for each of
the years in the five-year period ended September 30, 1997:
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED
MARCH 31, SEPTEMBER 30,
-------------------- ------------------------------------------
1998 1997 1997 1996 1995 1994
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges (1)(2)(3)...................... 5X 5X 5X 4X 9X 9X

1993
---------
<S> <C>
Ratio of Earnings to Fixed Charges (1)(2)(3)...................... 7X
</TABLE>

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

(1) For purposes of these ratios, earnings are calculated by adding to
(subtracting from) income from continuing operations before income taxes and
cumulative effect of accounting changes, the following: fixed charges,
excluding capitalized interest; and losses and (undistributed earnings)
recognized with respect to less than 50% owned equity investments. Fixed
charges consist of interest on borrowings, that portion of rental expense
that approximates interest and amortized debt expense, if any.

(2) The Company's acquisition of ABC was consummated on February 9, 1996.
Accordingly, the ratios set forth above for periods before and after the
acquisition are not comparable.

(3) Disney's ratios of earnings to combined fixed charges and preferred stock
dividends for the periods indicated above is the same as the ratios of
earnings to fixed charges set forth above because Disney had no shares of
preferred stock outstanding during the periods indicated and currently has
no such shares outstanding.

5
<PAGE>
CERTAIN FINANCIAL INFORMATION

The following table sets forth selected historical consolidated financial
information of Disney and has been derived from and should be read in
conjunction with Disney's audited consolidated financial statements and
unaudited interim consolidated financial statements, including the notes
thereto, which are incorporated by reference in this Prospectus. Unaudited
interim data reflect, in the opinion of Disney's management, all adjustments
considered necessary for a fair presentation of results for such interim
periods. Results of operations for unaudited interim periods are not necessarily
indicative of results which may be expected for any other interim or annual
period.

<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
MARCH 31, SEPTEMBER 30,
-------------------- -----------------------------------------------------
1998 1997(1) 1997(1) 1996(2) 1995 1994 1993(3)
--------- --------- --------- --------- --------- --------- ---------
(IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenues.................................. $ 11,581 $ 11,759 $ 22,473 $ 18,739 $ 12,151 $ 10,090 $ 8,531
Operating income.......................... 2,341 2,426 4,447 3,033 2,466 1,972 1,722
Income before cumulative effect of
accounting changes...................... 1,139 1,082 1,966 1,214 1,380 1,110 671
Earnings per share before cumulative
effect of accounting changes(4)
Diluted................................. 1.65 1.58 2.86 1.96 2.60 2.04 1.23
Basic................................... 1.68 1.60 2.92 1.99 2.65 2.07 1.26
Cash dividends per share.................. .29 .24 .51 .42 .35 .29 .24
BALANCE SHEET DATA (AT END OF PERIOD):
Total assets.............................. $ 39,317 $ 39,137 $ 37,776 $ 36,626 $ 14,606 $ 12,826 $ 11,751
Borrowings................................ 11,450 12,848 11,068 12,342 2,984 2,937 2,386
Stockholders' equity...................... 18,626 16,857 17,285 16,086 6,651 5,508 5,031
Book value per share...................... 27.41 25.03 25.76 23.87 12.69 10.51 9.39
</TABLE>

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

(1) 1997 results include a $135 million gain from the Company's sale of KCAL-TV.
The diluted earnings per share impact of the gain was $.11.

(2) 1996 results include a $300 million non-cash charge pertaining to the
implementation of SFAS 121 ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED
ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF, and a $225 million
charge for costs related to the acquisition of ABC. The diluted earnings per
share impacts of these charges were $.30 and $.22, respectively.

(3) In 1993, the Company changed its accounting policy for project-related
pre-opening costs, adopted SFAS 106 EMPLOYERS' ACCOUNTING FOR POSTRETIREMENT
BENEFITS OTHER THAN PENSION and adopted SFAS 109 ACCOUNTING FOR INCOME
TAXES. The cumulative effect of these accounting changes on the 1993 results
follows:

<TABLE>
<CAPTION>
DILUTED EARNINGS BASIC EARNINGS
NET INCOME PER SHARE PER SHARE
----------- ----------------- ---------------
<S> <C> <C> <C>
Expense pre-opening costs as incurred................. $ (271) $ (.50) $ (.51)
Adopt SFAS 106........................................ (130) (.24) (.24)
Adopt SFAS 109........................................ 30 .06 .06
----- ----- -----
$ (371) $ (.68) $ (.69)
----- ----- -----
----- ----- -----
</TABLE>

Operating and net income for 1993 also reflect a $350 million charge to
fully reserve the Company's outstanding receivables from Euro Disney S.C.A.
and the Company's commitment to provide certain financing to Euro Disney
S.C.A. for a limited period. The diluted earnings per share impact of the
charge, net of income tax benefit, was $.40.

(4) During the quarter ended December 31, 1997, earnings per share for each
fiscal year presented were restated for the adoption of SFAS 128 EARNINGS
PER SHARE.

In addition, in compliance with the rules and regulations of the Commission
pertaining to the provision of separate financial statements of significant
acquired businesses, Disney hereby incorporates by reference its Current Report
on Form 8-K dated March 30, 1996 that was previously filed with the Commission,
which report contains the audited consolidated financial statements of Capital
Cities/ABC, Inc. for the three years ended December 31, 1995.

6
<PAGE>
DESCRIPTION OF THE DEBT SECURITIES

The following description sets forth certain general terms and provisions of
the debt securities (the "Debt Securities") of Disney to which any Prospectus
Supplement may relate. The particular terms of the Debt Securities offered by
any Prospectus Supplement and the extent, if any, to which such general
provisions may apply to the Debt Securities so offered will be described in the
Prospectus Supplement relating to such Debt Securities.

The Debt Securities may be issued, from time to time, in one or more series,
and will constitute either senior debt securities (the "Senior Debt
Securities"), senior subordinated debt securities (the "Senior Subordinated Debt
Securities") or subordinated debt securities (the "Subordinated Debt
Securities"). Senior Debt Securities may be issued from time to time under the
Indenture, dated as of March 7, 1996 (the "Senior Debt Securities Indenture"),
between Disney and Citibank, N.A., a national banking association, as trustee
(the "Senior Debt Securities Trustee"). Senior Subordinated Debt Securities may
be issued from time to time under an Indenture (the "Senior Subordinated Debt
Securities Indenture") to be entered into between Disney and Chase Manhattan
Bank and Trust Company, National Association, as trustee (the "Senior
Subordinated Debt Securities Trustee"). Subordinated Debt Securities may be
issued from time to time under an Indenture (the "Subordinated Debt Securities
Indenture") to be entered into between Disney and The First National Bank of
Chicago, as trustee (the "Subordinated Debt Securities Trustee").

The Senior Debt Securities Indenture, the Senior Subordinated Debt
Securities Indenture, and the Subordinated Debt Securities Indenture are
referred to herein individually as an "Indenture" and, collectively, as the
"Indentures," and the Senior Debt Securities Trustee, the Senior Subordinated
Debt Securities Trustee and the Subordinated Debt Securities Trustee are
referred to herein individually as the "Trustee" and collectively as the
"Trustees." The forms of the Indentures are filed, or incorporated by reference,
as exhibits to the Registration Statement. Capitalized terms used in this
section which are not otherwise defined in this Prospectus shall have the
meanings set forth in the Indentures to which they relate. The following
summaries of certain provisions of the Debt Securities and the Indentures do not
purport to be complete and are subject to, and are qualified in their entirety
by express reference to, all the provisions of the Indentures, including the
definitions therein of certain terms. As used in this section of the Prospectus,
"Disney" does not include its subsidiaries.

GENERAL

The Debt Securities will be direct, unsecured obligations of Disney.

The Indentures do not limit the aggregate principal amount of Debt
Securities that may be issued thereunder and provide that Debt Securities may be
issued thereunder from time to time in one or more series.

Under the Indentures, Disney will have the ability to issue Debt Securities
with terms different from, or the same as, those of Debt Securities previously
issued, without the consent of the holders of previously issued series of Debt
Securities, in an aggregate principal amount determined by Disney.

Securities may be issued as Discount Securities, which may be sold at a
discount below their principal amount. Even if Securities are not issued at a
discount below their principal amount, such Securities may, for United States
Federal income tax purposes, be deemed to have been issued with "original issue
discount" ("OID") because of certain interest payment characteristics. Special
United States Federal income tax considerations applicable to Securities issued
with original issue discount, including Discount Securities, will be described
in more detail in any applicable Prospectus Supplement. In addition, special
United States Federal tax considerations or other restrictions or terms
applicable to any Debt Securities which are issuable in bearer form, offered
exclusively to Non-United States Holders or denominated in a currency other than
United States dollars will be set forth in a Prospectus Supplement relating
thereto.

The applicable Prospectus Supplement or Prospectus Supplements will
describe, among other things, the following terms of the Debt Securities offered
thereby (the "Offered Debt Securities"):

(a) the title of the Offered Debt Securities;

(b) any limit on the aggregate principal amount of the Offered Debt Securities;

7
<PAGE>
(c) whether the Offered Debt Securities are to be issuable as registered
securities or bearer securities or both and whether the Offered Debt
Securities may be represented initially by a Debt Security in temporary or
permanent global form, and if so, the initial Depositary with respect to
such temporary or permanent global Debt Security and whether and the
circumstances under which beneficial owners of interests in any such
temporary or permanent global Debt Security may exchange such interests for
Debt Securities of such series and of like tenor of any authorized form and
denomination;

(d) the price or prices at which the Offered Debt Securities will be issued;

(e) the person to whom any interest will be payable on any Offered Debt Security
that is a registered security, if other than the person in whose name the
Offered Debt Security is registered at the close of business on the Regular
Record Date for the payment of such interest;

(f) the manner in which, or the person to whom, any interest on any Offered Debt
Security that is a bearer security will be payable, if other than upon
presentation and surrender of the coupons appertaining thereto, and the
extent to which, or the manner in which, any interest payable on a temporary
or definitive global security on an Interest Payment Date will be paid;

(g) the date or dates on which the principal of the Offered Debt Securities is
payable or the method of determination thereof;

(h) the rate or rates at which the Offered Debt Securities will bear interest or
the method of calculating such rate or rates, if any, the date or dates from
which such interest, if any, will accrue, the Stated Maturities (as defined
below) of installments of interest (the "Interest Payment Dates"), if any,
on which any interest on the Offered Debt Securities will be payable and the
Regular Record Dates for any interest payable on any Offered Debt Securities
which are registered securities;

(i) the place or places where and the manner in which the principal of and
premium, if any, and interest, if any, on such Offered Debt Securities will
be payable and the place or places where such Offered Debt Securities may be
presented for transfer and, if applicable, conversion or exchange and
notices and demands to or upon the Company in respect of the Securities of
the series may be served;

(j) the period or periods within which, the price or prices at which and the
terms and conditions upon which, Debt Securities of the series may be
redeemed, in whole or in part, at the option of the Company;

(k) the obligation, if any, of Disney to redeem or purchase Debt Securities of
the series pursuant to any sinking fund or analogous provisions or at the
option of a holder thereof, the conditions, if any, giving rise to such
obligation, and the period or periods within which, the price or prices at
which and the terms and conditions upon which Debt Securities of the series
shall be redeemed or purchased, in whole or part, and any provisions for the
remarketing of such Debt Securities;

(l) the denominations in which any Offered Debt Security that is a registered
security shall be issuable, if other than denominations of $1,000 and any
integral multiple thereof, and the denominations in which any Offered Debt
Security that is a bearer security shall be issuable, if other than
denominations of $5,000 and $100,000;

(m) the currency or currencies, including composite currencies or currency
units, of payment of principal of and interest, if any, on the Offered Debt
Securities, if other than U.S. dollars, and, if other than U.S. dollars,
whether the Offered Debt Securities may be satisfied and discharged other
than as provided in the Indenture;

(n) if the amount of payments of principal of and interest, if any, on the
Offered Debt Securities is to be determined by reference to an index or
formula, or based on a coin or currency or currency unit other than that in
which the Offered Debt Securities are stated to be payable, the manner in
which such amounts are to be determined and the calculation agent, if any,
with respect thereto;

(o) if other than the principal amount thereof, the portion of the principal
amount of the Offered Debt Securities which will be payable upon declaration
or acceleration of the maturity thereof pursuant to an Event of Default;

(p) whether such Offered Debt Securities are convertible or exchangeable into
other debt or equity securities, and, if so, the terms and conditions upon
which such conversion or exchange will be effected including the

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initial conversion or exchange price or rate and any adjustments thereto,
the conversion or exchange period and other conversion or exchange
provisions;

(q) any terms applicable to such Offered Debt Securities issued at an issue
price below their stated principal amount, including the issue price thereof
and the rate or rates at which such original issue discount will accrue;

(r) any deletions from, modifications of or additions to the Events of Default
or covenants of Disney with respect to such Offered Debt Securities, whether
or not such Events of Default or covenants are consistent with the Events of
Default or covenants set forth herein;

(s) any special United States Federal income tax considerations applicable to
the Offered Debt Securities;

(t) if the Offered Debt Securities may be issued or delivered (whether upon
original issuance or upon exchange of a temporary Security of such series or
otherwise), or any installment of principal or any interest is payable only,
upon receipt of certain certificates or other documents or satisfaction of
other conditions in addition to those specified in the Indenture, the form
and terms of such certificates, documents or conditions; and

(u) any other terms of the Offered Debt Securities not inconsistent with the
provisions of the applicable Indenture.

The applicable Prospectus Supplement will also describe the following terms
of any series of Subordinated or Senior Subordinated Debt Securities offered
hereby in respect of which this Prospectus is being delivered:

(i) the rights, if any, to defer payments of interest on the Subordinated or
Senior Subordinated Debt Securities of such series by extending the
interest payment period, and the duration of such extension; and

(ii) the subordination terms of the Subordinated or Senior Subordinated Debt
Securities of such series.

The foregoing is not intended to be an exclusive list of the terms that may
be applicable to any Offered Debt Securities and shall not limit in any respect
the ability of Disney to issue Debt Securities with terms different from or in
addition to those described above or elsewhere in this Prospectus provided that
such terms are not inconsistent with the applicable Indenture and this
Prospectus. Any such Prospectus Supplement will also describe any special
provisions for the payment of additional amounts with respect to the Offered
Debt Securities.

CONSEQUENCES OF HOLDING COMPANY STATUS

The operations of Disney are conducted almost entirely through subsidiaries.
Accordingly, the cash flow and the consequent ability to service debt of Disney,
including the Debt Securities, are dependent upon the earnings of its
subsidiaries and the distribution of those earnings to Disney, whether by
dividends, loans or otherwise. The payment of dividends and the making of loans
and advances to Disney by its subsidiaries may be subject to statutory or
contractual restrictions, are contingent upon the earnings of those subsidiaries
and are subject to various business considerations. Any right of Disney to
receive assets of any of its subsidiaries upon their liquidation or
reorganization (and the consequent right of the holders of the Debt Securities
to participate in those assets) will be effectively subordinated to the claims
of that subsidiary's creditors (including trade creditors), except to the extent
that Disney is itself recognized as a creditor of such subsidiary, in which case
the claims of Disney would still be subordinate to any security interests in the
assets of such subsidiary and any indebtedness of such subsidiary senior to that
held by Disney.

FORM, EXCHANGE, REGISTRATION AND TRANSFER

The Debt Securities of a series may be issued solely as registered
securities, solely as bearer securities (with or without coupons attached) or as
both registered securities and bearer securities. Debt Securities of a series
may be issuable in whole or in part in the form of one or more global Debt
Securities, as described below under "Global Debt Securities." Unless otherwise
indicated in an applicable Prospectus Supplement, registered securities will be
issuable in denominations of $1,000 and integral multiples thereof, and bearer
securities will be issuable in denominations of $5,000 and $100,000.

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Registered securities of any series will be exchangeable for other
registered securities of the same series of any authorized denominations and of
a like aggregate principal amount and tenor. In addition, if Debt Securities of
any series are issuable as both registered securities and as bearer securities,
at the option of the holder, subject to the terms of the applicable Indenture,
bearer securities (accompanied by all unmatured coupons, except as provided
below, and all matured coupons in default) of such series will be exchangeable
for registered securities of the same series of any authorized denominations and
of a like aggregate principal amount and tenor. Unless otherwise indicated in an
applicable Prospectus Supplement, any bearer security surrendered in exchange
for a registered security between a Regular Record Date or a Special Record Date
and the relevant date for payment of interest will be surrendered without the
coupon relating to such date for payment of interest and interest will not be
payable in respect of the registered security issued in exchange for such bearer
security, but will be payable only to the holder of such coupon when due in
accordance with the terms of the applicable Indenture. Bearer securities may not
be issued in exchange for registered securities.

Debt Securities may be presented for exchange as provided above, and unless
otherwise indicated in an applicable Prospectus Supplement, registered
securities may be presented for registration of transfer, at the office or
agency of Disney designated as registrar or co-registrar with respect to any
series of Debt Securities, without service charge and upon payment of any taxes,
assessments or other governmental charges as described in the applicable
Indenture. Such transfer or exchange will be effected on the books of the
registrar or any other transfer agent appointed by Disney upon such registrar or
transfer agent, as the case may be, being satisfied with the documents of title
and identity of the person making the request. Disney intends to initially
appoint the Trustee as registrar and the name of any different or additional
registrar designated by Disney with respect to the Offered Debt Securities will
be included in the Prospectus Supplement relating thereto. If a Prospectus
Supplement refers to any transfer agents (in addition to the registrar)
designated by Disney with respect to any series of Debt Securities, Disney may
at any time rescind the designation of any such transfer agent or approve a
change in the location through which any such transfer agent acts, except that,
if Debt Securities of a series are issuable only as registered securities,
Disney will be required to maintain a transfer agent in each Place of Payment
for such series and, if Debt Securities of a series are issuable as bearer
securities, Disney will be required to maintain (in addition to the registrar) a
transfer agent in a Place of Payment for such series located outside the United
States. Disney may at any time designate additional transfer agents with respect
to any series of Debt Securities.

Unless otherwise indicated in an applicable Prospectus Supplement, the
Indentures do not include covenants limiting the amount of indebtedness that may
be incurred or otherwise restricting Disney's ability to enter into a highly
leveraged transaction, including a reorganization, restructuring, merger or
similar transaction involving Disney that may adversely affect the holders of
the Debt Securities, if such transaction is a permissible consolidation, merger
or similar transaction. In addition, unless otherwise specified in an applicable
Prospectus Supplement, the Indentures do not afford the holders of the Debt
Securities the right to require Disney to repurchase or redeem the Debt
Securities in the event of a highly leveraged transaction. See "Mergers and Sale
of Assets."

In the event of any partial redemption of Debt Securities of any series,
Disney will not be required to (i) issue, register the transfer of or exchange
Debt Securities of that series during a period beginning at the opening of
business 15 days before any selection of Debt Securities of that series to be
redeemed and ending at the close of business on (a) if Debt Securities of the
series are issuable only as registered securities, the day of mailing of the
relevant notice of redemption, and (b) if Debt Securities of the series are
issuable as bearer securities, the day of the first publication of the relevant
notice of redemption or, if Debt Securities of the series are also issuable as
registered securities and there is no publication, the mailing of the relevant
notice of redemption; (ii) register the transfer of or exchange any registered
security, or portion thereof, called for redemption, except the unredeemed
portion of any registered security being redeemed in part; or (iii) exchange any
bearer security called for redemption, except to exchange such bearer security
for a registered security of that series and of like tenor and principal amount
that is immediately surrendered for redemption.

PAYMENT AND PAYING AGENTS

Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of and interest, if any, on registered securities will be made at
the office of such paying agent or paying agents as Disney may

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designate from time to time, except that at the option of Disney payment of
principal or interest may be made by check or by wire transfer to an account
maintained by the payee. Unless otherwise indicated in an applicable Prospectus
Supplement, payment of any installment of interest on registered securities will
be made to the person in whose name such registered security is registered at
the close of business on the Regular Record Date for such interest.

Unless otherwise indicated in an applicable Prospectus Supplement, interest
shall be computed on the basis of a 360-day year comprised of twelve 30-day
months.

Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of and interest, if any, on bearer securities will be payable,
subject to any applicable laws and regulations, at the offices of such paying
agents outside the United States as Disney may designate from time to time, or
by check or by transfer to an account maintained by the payee outside the United
States. Unless otherwise indicated in an applicable Prospectus Supplement, any
payment of interest on any bearer securities will be made only against surrender
of the coupon relating to such interest installment.

Unless otherwise indicated in an applicable Prospectus Supplement, the
Trustee will be designated as Disney's sole paying agent for payments with
respect to Debt Securities which are issuable solely as registered securities
and as Disney's paying agent in the Borough of Manhattan, The City of New York,
for payments with respect to Debt Securities (subject to any limitations
described in any applicable Prospectus Supplement) which are issuable as bearer
securities. Any paying agents outside the United States and any other paying
agents in the United States initially designated by Disney for the Offered Debt
Securities will be named in an applicable Prospectus Supplement. Disney may at
any time designate additional paying agents or rescind the designation of any
paying agent or approve a change in the office through which any paying agent
acts, except that, if Debt Securities of a series are issuable only as
registered securities, Disney will be required to maintain a paying agent in
each Place of Payment for such series and, if Debt Securities of a series are
issuable as bearer securities, Disney will be required to maintain (i) a paying
agent in the Borough of Manhattan, The City of New York for payments with
respect to any registered securities of the series (and for payments with
respect to bearer securities of the series in the circumstances described in the
Indenture, but not otherwise), and (ii) a paying agent in a Place of Payment
located outside the United States where Debt Securities of such series and any
related coupons may be presented and surrendered for payment.

All moneys paid by Disney to a paying agent for the payment of principal of
or interest, if any, on any Debt Security which remains unclaimed at the end of
two years after such principal or interest shall have become due and payable
will be repaid to Disney, and the holder of such Debt Security or any coupon
will thereafter look only to Disney for payment thereof.

GLOBAL DEBT SECURITIES

The Debt Securities of a series may be issued in whole or in part in global
form. A Debt Security in global form will be deposited with, or on behalf of, a
Depositary, which will be identified in an applicable Prospectus Supplement. A
global Debt Security may be issued in either registered or bearer form and in
either temporary or permanent form. A Debt Security in global form may not be
transferred except as a whole to the Depositary for such Debt Security or to a
nominee or successor of such Depositary. If any Debt Securities of a series are
issuable in global form, the applicable Prospectus Supplement will describe the
circumstances, if any, under which beneficial owners of interests in any such
global Debt Security may exchange such interests for definitive Debt Securities
of such series and of like tenor and principal amount in any authorized form and
denomination, the manner of payment of principal of and interest, if any, on any
such global Debt Security and the specific terms of the depositary arrangement
with respect to any such global Debt Security.

MERGERS AND SALES OF ASSETS

Each Indenture provides that Disney may not consolidate with or merge into
any other person or convey, transfer or lease its properties and assets
substantially as an entirety to another person, unless, among other things, (i)
the resulting, surviving or transferee person (if other than Disney) is a
corporation, partnership or trust organized and existing under the laws of the
United States, any state thereof or the District of Columbia and such person
expressly assumes all obligations of Disney under the applicable Debt Securities
and the

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Indenture, and (ii) immediately after giving effect to such transaction, no
event which is, or after notice or passage of time or both would be, an Event of
Default (any such event, a "Default") or Event of Default shall have occurred or
be continuing under the Indenture. Upon the assumption of Disney's obligations
by a person to whom such properties or assets are conveyed, transferred or
leased, subject to certain exceptions, Disney shall be discharged from all
obligations under the applicable Debt Securities and the applicable Indenture.

EVENTS OF DEFAULT

Each Indenture provides that, if an Event of Default specified therein shall
have occurred and be continuing, with respect to each series of the Debt
Securities outstanding thereunder individually, the Trustee or the holders of
not less than 25% in aggregate principal amount of the outstanding Debt
Securities of such series may declare the principal amount (or, if any of the
Debt Securities of such series are Discount Securities, such portion of the
principal amount of such Debt Securities as may be specified by the terms
thereof) of the Debt Securities of such series to be immediately due and
payable. Under certain circumstances, the holders of a majority in aggregate
principal amount of the outstanding Debt Securities of such series may rescind
such a declaration.

Under each Indenture, an Event of Default is defined as, with respect to
each series of Debt Securities outstanding thereunder individually, any of the
following: (i) default in payment of the principal of any Debt Security of such
series; (ii) default in payment of any interest on any Debt Security of such
series when due, continuing for 30 days (or 60 days, in the case of Senior
Subordinated or Subordinated Debt Securities); (iii) failure by Disney to comply
with its other agreements in the Debt Securities of such series or such
Indenture for the benefit of the holders of Debt Securities of such series upon
the receipt by Disney of notice of such Default by the Trustee or the holders of
at least 25% in aggregate principal amount of the outstanding Debt Securities of
such series and Disney's failure to cure such Default within 60 days after
receipt by Disney of such notice; (iv) certain events of bankruptcy or
insolvency; and (v) any other Event of Default set forth in an applicable
Prospectus Supplement.

The Trustee shall give notice to holders of the Debt Securities of any
continuing Default known to the Trustee within 90 days after the occurrence
thereof; PROVIDED, that the Trustee may withhold such notice, as to any Default
other than a payment Default, if it determines in good faith that withholding
the notice is in the interests of the holders.

The holders of a majority in principal amount of the outstanding Debt
Securities of any series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to the Debt Securities of such
series; PROVIDED that such direction shall not be in conflict with any law or
the Indenture and subject to certain other limitations. Before proceeding to
exercise any right or power under the Indenture at the direction of such
holders, the Trustee shall be entitled to receive from such holders reasonable
security or indemnity satisfactory to it against the costs, expenses and
liabilities which might be incurred by it in complying with any such direction.
With respect to each series of Debt Securities, no holder will have any right to
pursue any remedy with respect to the Indenture or the Debt Securities, unless
(i) such holder shall have previously given the Trustee written notice of a
continuing Event of Default with respect to the Debt Securities of such series;
(ii) the holders of at least 25% in aggregate principal amount of the
outstanding Debt Securities of such series shall have made a written request to
the Trustee to pursue such remedy; (iii) such holder or holders have offered to
the Trustee reasonable indemnity satisfactory to the Trustee; (iv) the holders
of a majority in aggregate principal amount of the outstanding Debt Securities
of such series have not given the Trustee a direction inconsistent with such
request within 60 days after receipt of such request; and (v) the Trustee shall
have failed to comply with the request within such 60-day period.

Notwithstanding the foregoing, the right of any holder of any Debt Security
or coupon to receive payment of the principal of and interest in respect of such
Debt Security or payment of such coupon on the date specified in such Debt
Security or coupon representing such installment of interest as the fixed date
on which an amount equal to the principal of such Debt Security or an
installment of principal thereof or interest thereon is due and payable (the
"Stated Maturity" or "Stated Maturities") or to institute suit for the
enforcement of any such payments shall not be impaired or adversely affected
without such holder's consent. The holders of at least a

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majority in aggregate principal amount of the outstanding Debt Securities of any
series may waive an existing Default with respect to such series and its
consequences, other than (i) any Default in any payment of the principal of, or
interest on, any Debt Security of such series or (ii) any Default in respect of
certain covenants or provisions in the Indenture which may not be modified
without the consent of the holder of each outstanding Debt Security of such
series affected as described in "Modification and Waiver," below.

Each Indenture provides that Disney shall deliver to the Trustee within 120
days after the end of each fiscal year of Disney an officers' certificate
stating whether or not the signers know of any Default that occurred during such
period.

MODIFICATION AND WAIVER

Disney and the applicable Trustee may execute a supplemental indenture
without the consent of the holders of the Debt Securities or any related coupons
(i) to add to the covenants, agreements and obligations of Disney for the
benefit of the holders of all the Debt Securities of any series or to surrender
any right or power conferred in the applicable Indenture upon Disney; (ii) to
evidence the succession of another corporation to Disney and the assumption by
it of the obligations of Disney under the applicable Indenture and the Debt
Securities; (iii) to provide that bearer securities may be registrable as to
principal, to change or eliminate any restrictions (including restrictions
relating to payment in the United States) on the payment of principal of or
interest, if any, on bearer securities, to permit bearer securities to be issued
in exchange for registered securities, to permit bearer securities to be issued
in exchange for bearer securities of other authorized denominations or to permit
the issuance of Debt Securities in uncertificated form; (iv) to establish the
form or terms of Debt Securities of any series or coupons as permitted by the
applicable Indenture; (v) to provide for the acceptance of appointment under the
applicable Indenture of a successor Trustee with respect to the Debt Securities
of one or more series and to add to or change any provisions of such Indenture
as shall be necessary to provide for or facilitate the administration of the
trusts by more than one Trustee; (vi) to cure any ambiguity, defect or
inconsistency; (vii) to add to, change or eliminate any provisions (which
addition, change or elimination may apply to one or more series of Debt
Securities), PROVIDED that any such addition, change or elimination neither (a)
applies to any Debt Security of any series created prior to the execution of
such supplemental indenture and is entitled to the benefit of such provision nor
(b) modifies the rights of the holder of any such Debt Security with respect to
such provision; (viii) to secure the Debt Securities; or (ix) to make any other
change that does not adversely affect the rights of any Securityholder.

Each Indenture provides that, with the consent of the holders of not less
than a majority in aggregate principal amount of the outstanding Debt Securities
of the series affected by such supplemental indenture, Disney and the Trustee
may also execute a supplemental indenture to add provisions to, or change in any
manner or eliminate any provisions of, the Indenture with respect to such series
of Debt Securities or modify in any manner the rights of the holders of the Debt
Securities of such series and any related coupons under such Indenture; PROVIDED
that no such supplemental indenture will, without the consent of the holder of
each such outstanding Debt Security affected thereby (i) change the stated
maturity of the principal of, or any installment of principal or interest on,
any such Debt Security or any premium payable upon redemption thereof, or reduce
the amount of principal of any Debt Security that is a Discount Security and
that would be due and payable upon declaration of acceleration of maturity
thereof; (ii) reduce the principal amount of, or the rate of interest on, any
such Debt Security; (iii) change the place or currency of payment of principal
or interest, if any, on any such Debt Security; (iv) impair the right to
institute suit for the enforcement of any payment on or with respect to any such
Debt Security; (v) reduce the above-stated percentage of holders of Debt
Securities of any series necessary to modify or amend such Indenture; (vi)
modify the foregoing requirements or reduce the percentage in principal amount
of outstanding Debt Securities of any series necessary to waive any covenant or
past default; or (vii) in the case of Senior Subordinated or Subordinated Debt
Securities, amend or modify any of the provisions of such Indenture relating to
subordination of the Debt Securities in any manner adverse to the holders of
such Debt Securities. Holders of not less than a majority in principal amount of
the outstanding Debt Securities of any series may waive certain past Defaults
and may waive compliance by Disney with certain of the restrictive covenants
described above with respect to the Debt Securities of such series.

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DISCHARGE AND DEFEASANCE

Unless otherwise indicated in an applicable Prospectus Supplement, each
Indenture provides that Disney may satisfy and discharge obligations thereunder
with respect to the Debt Securities of any series by delivering to the Trustee
for cancellation all outstanding Debt Securities of such series or depositing
with the Trustee, after such outstanding Debt Securities have become due and
payable, cash sufficient to pay at Stated Maturity all of the outstanding Debt
Securities of such series and paying all other sums payable under the Indenture
with respect to such series.

In addition, unless otherwise indicated in an applicable Prospectus
Supplement, each Indenture provides that: Disney (a) shall be discharged from
its obligations in respect of the Debt Securities of such series ("defeasance
and discharge"), or (b) may cease to comply with certain restrictive covenants
("covenant defeasance") including those described under "Mergers and Sales of
Assets" and any such omission shall not be an Event of Default with respect to
the Debt Securities of such series, in each case at any time prior to the Stated
Maturity or redemption thereof, when Disney has irrevocably deposited with the
Trustee, in trust, (i) sufficient funds in the currency or currency unit in
which the Debt Securities are denominated to pay the principal of (and premium,
if any) and interest to Stated Maturity (or redemption) on, the Debt Securities
of such series, or (ii) such amount of direct obligations of, or obligations the
principal of (and premium, if any) and interest on which are fully guaranteed
by, the government which issued the currency in which the Debt Securities are
denominated, and which are not subject to prepayment, redemption or call, as
will, together with the predetermined and certain income to accrue thereon
without consideration of any reinvestment thereof, be sufficient to pay when due
the principal of (and premium, if any) and interest to Stated Maturity (or
redemption) on, the Debt Securities of such series. Such defeasance and
discharge and covenant defeasance are conditioned upon, among other things,
Disney's delivery of an opinion of counsel to the effect that (i) in the case of
covenant defeasance, the holders of the Debt Securities of such series will not
recognize income, gain or loss for United States Federal income tax purposes as
a result of such defeasance, and will be subject to tax in the same manner as if
no covenant defeasance had occurred and (ii) in the case of defeasance and
discharge, either the Company has received from, or there has been published by,
the Internal Revenue Service a ruling or there has been a change in applicable
federal income tax law, and based thereon, the holders of the Debt Securities of
such series will not recognize income, gain or loss for United States Federal
income tax purposes as a result of such defeasance. Upon such defeasance and
discharge, the holders of the Debt Securities of such series shall no longer be
entitled to the benefits of the Indenture, except for the purposes of
registration of transfer and exchange of the Debt Securities of such series and
replacement of lost, stolen or mutilated Debt Securities and shall look only to
such deposited funds or obligations for payment.

THE TRUSTEES

The Senior Debt Securities Trustee is a national banking association, is a
participating lender under various credit arrangements with Disney's subsidiary,
Disney Enterprises, Inc., and its subsidiaries and is also the fiscal agent with
respect to certain debt securities of Disney Enterprises, Inc. The Senior Debt
Securities Trustee is also an affiliate of the administrative agent under
Disney's credit agreements. Each of the Trustees is a lender under Disney's
credit agreements. Each Trustee will be permitted to engage in other
transactions with Disney, Disney Enterprises, Inc., and each of their respective
subsidiaries; HOWEVER, if any Trustee acquires any conflicting interest, it must
eliminate such conflict or resign.

DESCRIPTION OF PREFERRED STOCK

Disney may issue, from time to time, shares of one or more series or classes
of its preferred stock (the "Preferred Stock"). The following description sets
forth certain general terms and provisions of the Preferred Stock to which any
Prospectus Supplement may relate. The particular terms of any series of
Preferred Stock and the extent, if any, to which such general provisions may
apply to the series of Preferred Stock so offered will be described in the
Prospectus Supplement relating to such Preferred Stock. The following summary of
certain provisions of the Preferred Stock does not purport to be complete and is
subject to, and is qualified in its entirety by express reference to, the
provisions of Disney's Restated Certificate of Incorporation (the "Disney
Certificate of Incorporation") and the Certificate of Designation relating to a
specific series of the Preferred Stock (the "Certificate of Designation"), which
will be in the form filed as an exhibit to, or incorporated by

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reference in, the Registration Statement of which this Prospectus is a part at
or prior to the time of issuance of such series of Preferred Stock.

GENERAL

Under the Disney Certificate of Incorporation, Disney has the authority to
issue 100,000,000 shares of Preferred Stock. As of the date hereof, there have
been reserved for issuance 7,000,000 shares of Preferred Stock designated as
Series R Preferred Stock that may be issued solely pursuant to the Disney Rights
Plan. See "Description of Common Stock--Rights Plan." No shares of Series R
Preferred Stock are currently outstanding.

The Board of Directors of Disney is authorized to issue shares of Preferred
Stock, in one or more series or classes, and to fix for each such series voting
powers and such preferences and relative, participating, optional or other
special rights and such qualifications, limitations or restrictions as are
permitted by the Delaware General Corporation Law.

The Board of Directors of Disney shall be authorized to determine for each
series of Preferred Stock, and the Prospectus Supplement shall set forth with
respect to such series: (i) the designation of such shares and the number of
shares that constitute such series, (ii) the dividend rate (or the method of
calculation thereof), if any, on the shares of such series and the priority as
to payment of dividends with respect to other classes or series of capital stock
of Disney, (iii) the dividend periods (or the method of calculation thereof),
(iv) the voting rights of the shares, (v) the liquidation preference and the
priority as to payment of such liquidation preference with respect to other
classes or series of capital stock of Disney and any other rights of the shares
of such series upon any liquidation or winding-up of Disney, (vi) whether or not
and on what terms the shares of such series will be subject to redemption or
repurchase at the option of Disney, (vii) whether and on what terms the shares
of such series will be convertible into or exchangeable for other debt or equity
securities, (viii) whether depositary shares representing shares of such series
of Preferred Stock will be offered and, if so, the fraction of a share of such
series of Preferred Stock represented by each depositary share (see "Description
of Depositary Shares" below), (ix) whether the shares of such series of
Preferred Stock will be listed on a securities exchange, (x) any special United
States Federal income tax considerations applicable to such series, and (xi) the
other rights and privileges and any qualifications, limitations or restrictions
of such rights or privileges of such series.

DIVIDENDS

Holders of shares of Preferred Stock shall be entitled to receive, when and
as declared by the Board of Directors of Disney out of funds of Disney legally
available therefor, an annual cash dividend payable at such dates and at such
rates, if any, per share per annum as set forth in the applicable Prospectus
Supplement.

Unless otherwise set forth in the applicable Prospectus Supplement, each
series of Preferred Stock will rank junior as to dividends to any preferred
stock that may be issued in the future that is expressly senior as to dividends
to such Preferred Stock. If at any time Disney has failed to pay accrued
dividends on any such senior shares at the time such dividends are payable,
Disney may not pay any dividend on the junior Preferred Stock or redeem or
otherwise repurchase shares of junior Preferred Stock until such accumulated but
unpaid dividends on such senior shares have been paid or set aside for payment
in full by Disney.

Unless otherwise set forth in the applicable Prospectus Supplement, no
dividends (other than in common stock or other capital stock ranking junior to
the Preferred Stock of any series as to dividends and upon liquidation) shall be
declared or paid or set aside for payment, nor shall any other distribution be
declared or made upon the common stock, or any other capital stock of Disney
ranking junior to or on a parity with the Preferred Stock of such series as to
dividends, nor shall any common stock or any other capital stock of Disney
ranking junior to or on a parity with the Preferred Stock of such series as to
dividends be redeemed, purchased or otherwise acquired for any consideration (or
any moneys be paid to or made available for a sinking fund for the redemption of
any shares of any such stock) by Disney (except by conversion into or exchange
for other capital stock of Disney ranking junior to the Preferred Stock of such
series as to dividends) unless (i) if such series of Preferred Stock has a
cumulative dividend, full cumulative dividends on the Preferred Stock of such
series have been or contemporaneously are declared and paid or declared and a
sum sufficient for the payment thereof set apart for all past dividend periods
and the then current dividend period and (ii) if such series of Preferred Stock
does not have a cumulative dividend, full dividends on the Preferred Stock of
such series have

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been or contemporaneously are declared and paid or declared and a sum sufficient
for the payment thereof set apart for payment for the then current dividend
period; provided, however, that any monies theretofore deposited in any sinking
fund with respect to any preferred stock in compliance with the provisions of
such sinking fund may thereafter be applied to the purchase or redemption of
such preferred stock in accordance with the terms of such sinking fund,
regardless of whether at the time of such application full cumulative dividends
upon shares of the Preferred Stock outstanding on the last dividend payment date
shall have been paid or declared and set apart for payment; and provided,
further, that any such junior or parity preferred stock or common stock may be
converted into or exchanged for stock of Disney ranking junior to the Preferred
Stock as to dividends.

The amount of dividends payable for the initial dividend period or any
period shorter than a full dividend period shall be computed on the basis of a
360-day year of twelve 30-day months. Accrued but unpaid dividends will not bear
interest.

CONVERTIBILITY

No series of Preferred Stock will be convertible into, or exchangeable for,
other securities or property except as set forth in the applicable Prospectus
Supplement.

REDEMPTION AND SINKING FUND

No series of Preferred Stock will be redeemable or receive the benefit of a
sinking fund except as set forth in the applicable Prospectus Supplement.

LIQUIDATION RIGHTS

Unless otherwise set forth in the applicable Prospectus Supplement, in the
event of any liquidation, dissolution or winding up of Disney, the holders of
shares of each series of Preferred Stock are entitled to receive out of assets
of Disney available for distribution to stockholders, before any distribution of
assets is made to holders of (i) any other shares of preferred stock ranking
junior to such series of Preferred Stock as to rights upon liquidation,
dissolution or winding up and (ii) shares of common stock, liquidating
distributions per share in the amount of the liquidation preference specified in
the applicable Prospectus Supplement for such series of Preferred Stock plus any
dividends accrued and accumulated but unpaid to the date of final distribution;
but the holders of each series of Preferred Stock will not be entitled to
receive the liquidating distribution of, plus such dividends on, such shares
until the liquidation preference of any shares of Disney's capital stock ranking
senior to such series of the Preferred Stock as to the rights upon liquidation,
dissolution or winding up shall have been paid (or a sum set aside therefor
sufficient to provide for payment) in full. If upon any liquidation, dissolution
or winding up of Disney, the amounts payable with respect to the Preferred
Stock, and any other Preferred Stock ranking as to any such distribution on a
parity with the Preferred Stock are not paid in full, the holders of the
Preferred Stock and such other parity preferred stock will share ratably in any
such distribution of assets in proportion to the full respective preferential
amount to which they are entitled. Unless otherwise specified in a Prospectus
Supplement for a series of Preferred Stock, after payment of the full amount of
the liquidating distribution to which they are entitled, the holders of shares
of Preferred Stock will not be entitled to any further participation in any
distribution of assets by Disney. Neither a consolidation or merger of Disney
with another corporation nor a sale of securities shall be considered a
liquidation, dissolution or winding up of Disney.

VOTING RIGHTS

Holders of Preferred Stock will not have any voting right except as set
forth below or in the applicable Prospectus Supplement or as otherwise from time
to time required by law. Whenever dividends on any applicable series of
Preferred Stock or any other class or series of capital stock ranking on a
parity with the applicable series of Preferred Stock with respect to the payment
of dividends shall be in arrears for the equivalent of six quarterly dividend
periods, whether or not consecutive, the holders of shares of such series of
Preferred Stock (voting separately as a class with all other series of preferred
stock then entitled to such voting rights) will be entitled to vote for the
election of two of the authorized number of directors of Disney at the next
annual meeting of stockholders and at each subsequent meeting until all
dividends accumulated on such series

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of Preferred Stock shall have been fully paid or set apart for payment. The term
of office of all directors elected by the holders of such Preferred Stock shall
terminate immediately upon the termination of the right of the holders of such
Preferred Stock to vote for directors. Unless otherwise set forth in the
applicable Prospectus Supplement, holders of shares of Preferred Stock will have
one vote for each share held.

So long as any shares of any series of Preferred Stock remain outstanding,
Disney shall not, without the consent of holders of at least two-thirds of the
shares of such series of Preferred Stock outstanding at the time, voting
separately as a class with all other series of preferred stock of Disney upon
which like voting rights have been conferred and are exercisable, (i) issue or
increase the authorized amount of any class or series of capital stock ranking
prior to the outstanding Preferred Stock as to dividends or upon liquidation or
(ii) amend, alter or repeal the provisions of Disney's Certificate of
Incorporation or of the resolutions contained in the Certificate of Designation
relating to such series of Preferred Stock, whether by merger, consolidation or
otherwise, so as to materially adversely affect any power, preference or special
right of such series of Preferred Stock or the holders thereof; PROVIDED,
HOWEVER, that any increase in the amount of the authorized common stock or
authorized preferred stock or any increase or decrease in the number of shares
of any series of preferred stock or the creation and issuance of other series of
common stock or preferred stock ranking on a parity with or junior to Preferred
Stock as to dividends and upon liquidation, dissolution or winding up shall not
be deemed to materially adversely affect such powers, preferences or special
rights.

MISCELLANEOUS

The holders of Preferred Stock will have no preemptive rights. The Preferred
Stock, upon issuance against full payment of the purchase price therefor, will
be fully paid and nonassessable. Shares of Preferred Stock redeemed or otherwise
reacquired by Disney shall resume the status of authorized and unissued shares
of preferred stock undesignated as to series, and shall be available for
subsequent issuance. There are no restrictions on repurchase or redemption of
the Preferred Stock while there is any arrearage on sinking fund installments
except as may be set forth in an applicable Prospectus Supplement. Payment of
dividends on any series of Preferred Stock may be restricted by loan agreements,
indentures and other transactions entered into by Disney. Any material
contractual restrictions on dividend payments will be described or incorporated
by reference in the applicable Prospectus Supplement.

NO OTHER RIGHTS

The shares of a series of Preferred Stock will not have any preferences,
voting powers or relative, participating, optional or other special rights
except as set forth above or in the applicable Prospectus Supplement, the
Certificate of Incorporation or the applicable Certificate of Designation or as
otherwise required by law.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for each series of Preferred Stock will be
designated in the applicable Prospectus Supplement.

DESCRIPTION OF DEPOSITARY SHARES

GENERAL

Disney may, at its option, elect to offer fractional shares rather than full
shares of the Preferred Stock of a series. In the event such option is
exercised, Disney will issue receipts for Depositary Shares, each of which will
represent a fraction (to be set forth in the Prospectus Supplement relating to a
particular series of Preferred Stock) of a share of a particular series of
Preferred Stock as described below.

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The shares of any series of Preferred Stock represented by Depositary Shares
will be deposited under one or more Deposit Agreements (each, a "Deposit
Agreement") among Disney, a depositary to be named in the applicable Prospectus
Supplement (the "Depositary"), and the holders from time to time of depositary
receipts issued thereunder. Subject to the terms of the applicable Deposit
Agreement, each holder of a Depositary Share will be entitled, in proportion to
the applicable fraction of a share of Preferred Stock represented by such
Depositary Share, to all the rights and preferences of the Preferred Stock
represented thereby (including, as applicable, dividend, voting, redemption,
subscription and liquidation rights).

The Depositary Shares will be evidenced by depositary receipts issued
pursuant to the Deposit Agreement ("Depositary Receipts"). Depositary Receipts
will be distributed to those persons purchasing the fractional shares of the
related series of Preferred Stock.

The following description sets forth certain general terms and provisions of
the Depositary Shares to which any Prospectus Supplement may relate. The
particular terms of the Depositary Shares to which any Prospectus Supplement may
relate and the extent, if any, to which such general provisions may apply to the
Depositary Shares so offered will be described in the applicable Prospectus
Supplement. The forms of Deposit Agreement and Depositary Receipt are or will be
filed as exhibits to the Registration Statement. The following summary of
certain provisions of the Depositary Shares and Deposit Agreement does not
purport to be complete and is subject to, and is qualified in its entirety by
express reference to, all the provisions of the Deposit Agreement and the
applicable Prospectus Supplement, including the definitions therein of certain
terms.

Immediately following Disney's issuance of shares of a series of Preferred
Stock that will be offered as fractional shares, Disney will deposit such shares
with the Depositary, which will then issue and deliver the Depositary Receipts
to the purchasers thereof. Depositary Receipts will only be issued evidencing
whole Depositary Shares. A Depositary Receipt may evidence any number of whole
Depositary Shares.

Pending the preparation of definitive engraved Depositary Receipts, the
Depositary may, upon the written order of Disney, issue temporary Depositary
Receipts substantially identical to (and entitling the holders thereof to all
the rights pertaining to) the definitive Depositary Receipts but not in
definitive form. Definitive Depositary Receipts will be prepared thereafter
without unreasonable delay, and such temporary Depositary Receipts will be
exchangeable for definitive Depositary Receipts at Disney's expense.

DIVIDENDS AND OTHER DISTRIBUTIONS

The Depositary will distribute all cash dividends or other cash
distributions received in respect of the related series of Preferred Stock to
the record holders of Depositary Shares relating to such series of Preferred
Stock in proportion to the number of such Depositary Shares owned by such
holders.

In the event of a distribution other than in cash, the Depositary will
distribute property received by it to the record holders of Depositary Shares
entitled thereto in proportion to the number of Depositary Shares owned by such
holders, unless the Depositary determines that such distribution cannot be made
proportionately among such holders or that it is not feasible to make such
distributions, in which case the Depositary may, with the approval of Disney,
adopt such method as it deems equitable and practicable for the purpose of
effecting such distribution, including the sale (at public or private sale) of
the securities or property thus received, or any part thereof, at such place or
places and upon such terms as it may deem proper.

The amount distributed in any of the foregoing cases will be reduced by any
amounts required to be withheld by Disney or the Depositary on account of taxes
or other governmental charges.

REDEMPTION OF DEPOSITARY SHARES

If any series of the Preferred Stock underlying the Depositary Shares is
subject to redemption, the Depositary Shares will be redeemed from the proceeds
received by the Depositary resulting from any redemption, in whole or in part,
of such series of the Preferred Stock held by the Depositary. The redemption
price per Depositary Share will be equal to the applicable fraction of the
redemption price per share payable with respect to such series of the Preferred
Stock. If Disney redeems shares of a series of Preferred Stock held by the
Depositary, the Depositary will redeem as of the same redemption date the number
of Depositary Shares representing the shares of Preferred Stock so redeemed. If
less than all the Depositary Shares are to be

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redeemed, the Depositary Shares to be redeemed will be selected by lot or
substantially equivalent method determined by the Depositary.

After the date fixed for redemption, the Depositary Shares so called for
redemption will no longer be deemed to be outstanding and all rights of the
holders of the Depositary Shares will cease, except the right to receive the
moneys payable upon such redemption and any money or other property to which the
holders of such Depositary Shares were entitled upon such redemption, upon
surrender to the Depositary of the Depositary Receipts evidencing such
Depositary Shares. Any funds deposited by Disney with the Depositary for any
Depositary Shares that the holders thereof fail to redeem will be returned to
Disney after a period of two years from the date such funds are so deposited.

VOTING THE UNDERLYING PREFERRED STOCK

Upon receipt of notice of any meeting at which the holders of any series of
the Preferred Stock are entitled to vote, the Depositary will mail the
information contained in such notice of meeting to the record holders of the
Depositary Shares relating to such series of Preferred Stock. Each record holder
of such Depositary Shares on the record date (which will be the same date as the
record date for the related series of Preferred Stock) will be entitled to
instruct the Depositary as to the exercise of the voting rights pertaining to
the number of shares of the series of Preferred Stock represented by such
holder's Depositary Shares. The Depositary will endeavor, insofar as
practicable, to vote or cause to be voted the number of shares of Preferred
Stock represented by such Depositary Shares in accordance with such
instructions, provided the Depositary receives such instructions sufficiently in
advance of such meeting to enable it to so vote or cause to be voted the shares
of Preferred Stock, and Disney will agree to take all reasonable action that may
be deemed necessary by the Depositary in order to enable the Depositary to do
so. The Depositary will abstain from voting shares of the Preferred Stock to the
extent it does not receive specific instructions from the holders of Depositary
Shares representing such Preferred Stock.

WITHDRAWAL OF STOCK

Upon surrender of the Depositary Receipts at the corporate trust office of
the Depositary and upon payment of the taxes, charges and fees provided for in
the Deposit Agreement and subject to the terms thereof, the holder of the
Depositary Shares evidenced thereby is entitled to delivery at such office, to
or upon his or her order, of the number of whole shares of the related series of
Preferred Stock and any money or other property, if any, represented by such
Depositary Shares. Holders of Depositary Shares will be entitled to receive
whole shares of the related series of Preferred Stock, but holders of such whole
shares of Preferred Stock will not thereafter be entitled to deposit such shares
of Preferred Stock with the Depositary or to receive Depositary Shares therefor.
If the Depositary Receipts delivered by the holder evidence a number of
Depositary Shares in excess of the number of Depositary Shares representing the
number of whole shares of the related series of Preferred Stock to be withdrawn,
the Depositary will deliver to such holder or upon his or her order at the same
time a new Depositary Receipt evidencing such excess number of Depositary
Shares.

AMENDMENT AND TERMINATION OF A DEPOSIT AGREEMENT

The form of Depositary Receipt evidencing the Depositary Shares of any
series and any provision of the applicable Deposit Agreement may at any time and
from time to time be amended by agreement between Disney and the Depositary.
However, any amendment that materially adversely alters the rights of the
holders of Depositary Shares of any series will not be effective unless such
amendment has been approved by the holders of at least a majority of the
Depositary Shares of such series then outstanding. Every holder of a Depositary
Receipt at the time such amendment becomes effective will be deemed, by
continuing to hold such Depositary Receipt, to be bound by the Deposit Agreement
as so amended. Notwithstanding the foregoing, in no event may any amendment
impair the right of any holder of any Depositary Shares, upon surrender of the
Depositary Receipts evidencing such Depositary Shares and subject to any
conditions specified in the Deposit Agreement, to receive shares of the related
series of Preferred Stock and any money or other property represented thereby,
except in order to comply with mandatory provisions of applicable law. The
Deposit Agreement may be terminated by Disney at any time upon not less than 60
days prior written notice to the Depositary, in which case, on a date that is
not later than 30 days after the date of such notice, the Depositary shall
deliver or make

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available for delivery to holders of Depositary Shares, upon surrender of the
Depositary Receipts evidencing such Depositary Shares, such number of whole or
fractional shares of the related series of Preferred Stock as are represented by
such Depositary Shares. The Deposit Agreement shall automatically terminate
after all outstanding Depositary Shares have been redeemed or there has been a
final distribution in respect of the related series of Preferred Stock in
connection with any liquidation, dissolution or winding up of Disney and such
distribution has been distributed to the holders of Depositary Shares.

CHARGES OF DEPOSITARY

Disney will pay all transfer and other taxes and the governmental charges
arising solely from the existence of the depositary arrangements. Disney will
pay the charges of the Depositary, including charges in connection with the
initial deposit of the related series of Preferred Stock and the initial
issuance of the Depositary Shares and all withdrawals of shares of the related
series of Preferred Stock, except that holders of Depositary Shares will pay
transfer and other taxes and governmental charges and such other charges as are
expressly provided in the Deposit Agreement to be for their accounts.

RESIGNATION AND REMOVAL OF DEPOSITARY

The Depositary may resign at any time by delivering to Disney written notice
of its election to do so, and Disney may at any time remove the Depositary, any
such resignation or removal to take effect upon the appointment of a successor
Depositary, which successor Depositary must be appointed within 60 days after
delivery of the notice of resignation or removal and must be a bank or trust
company having its principal office in the United States and having a combined
capital and surplus of at least $50,000,000.

MISCELLANEOUS

The Depositary will forward to the holders of Depositary Shares all reports
and communications from Disney that are delivered to the Depositary and which
Disney is required to furnish to the holders of the related Preferred Stock.

The Depositary's corporate trust office will be identified in the applicable
Prospectus Supplement. Unless otherwise set forth in the applicable Prospectus
Supplement, the Depositary will act as transfer agent and registrar for
Depositary Receipts and if shares of a series of Preferred Stock are redeemable,
the Depositary will act as redemption agent for the corresponding Depositary
Receipts.

DESCRIPTION OF COMMON STOCK

Disney may issue, from time to time, shares of its common stock (the "Common
Stock"), the general terms and provisions of which are summarized below. This
summary does not purport to be complete and is subject to, and is qualified in
its entirety by express reference to, the provisions of the Disney Certificate
of Incorporation, Disney's Bylaws and the applicable Prospectus Supplement.

AUTHORIZED SHARES

Under the Disney Certificate of Incorporation, Disney has the authority to
issue 1,200,000,000 shares of Common Stock.

DIVIDENDS

Subject to any preferential rights of any series of preferred stock, holders
of shares of Common Stock will be entitled to receive dividends on such stock
out of assets legally available for distribution when, as and if authorized and
declared by Disney's Board of Directors. The payment of dividends on the Common
Stock will be a business decision to be made by Disney's Board of Directors from
time to time based upon the results of operations and financial condition of
Disney and such other factors as Disney's Board of Directors considers relevant.
Payment of dividends on the Common Stock may be restricted by loan agreements,
indentures and other transactions entered into by Disney from time to time. The
applicable Prospectus Supplement will describe any material contractual
restrictions on dividend payments.

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VOTING RIGHTS

Holders of Common Stock are entitled to one vote per share on all matters
voted on generally by the stockholders, including the election of directors,
and, except as otherwise required by law or except as provided with respect to
any series of preferred stock, the holders of such shares possess all voting
power. The Disney Certificate of Incorporation does not provide for cumulative
voting for the election of directors. As a result, under the Delaware General
Corporation Law, the holders of more than one-half of the outstanding shares of
Common Stock generally will be able to elect all the directors of Disney then
standing for election and holders of the remaining shares will not be able to
elect any director.

LIQUIDATION RIGHTS

Subject to any preferential rights of any series of preferred stock, holders
of shares of Common Stock are entitled to share ratably in the assets of Disney
legally available for distribution to its stockholders in the event of its
liquidation, dissolution or winding up.

ABSENCE OF OTHER RIGHTS

Holders of Common Stock have no preferences, preemptive, conversion or
exchange rights.

MISCELLANEOUS

The Common Stock, upon issuance against full payment of the purchase price
therefor, will be fully paid and nonassessable.

TRANSFER AGENT AND REGISTRAR

The principal transfer agent and registrar for the Common Stock is Disney.

RIGHTS PLAN

In November 1995, Disney adopted a stockholders' rights plan (the "Disney
Rights Plan") and, in connection therewith, entered into a Rights Agreement
dated as of November 8, 1995, between Disney and The Bank of New York, as rights
agent (the "Disney Rights Agreement"). To implement the Disney Rights Plan,
Disney's Board of Directors authorized the issuance of one Disney Right (as
defined below) for each share of Common Stock issued at or following the
effective time of the Company's acquisition of ABC, Inc. and until the earlier
of the Distribution Date (as defined below) or the date on which the Disney
Rights expire or are redeemed. Each "Disney Right" entitles the registered
holder thereof to purchase from Disney one one-hundredth (1/100) of a share of
Disney's Series R Preferred Stock at an initial purchase price of $350.00,
subject to adjustment. All terms and conditions of the Disney Rights and the
Series R Preferred Stock are contained in the Disney Rights Agreement and the
Disney Certificate of Incorporation.

The Distribution Date is defined as the earlier to occur of (i) the tenth
day following a public announcement that a person or group of affiliated or
associated persons (each, an "Acquiring Person") has acquired, or obtained the
right to acquire, beneficial ownership of 25% or more of the outstanding Common
Stock (the "Stock Acquisition Date") or (ii) a date fixed by Disney's Board of
Directors which is not later than the nineteenth business day after the
commencement by any person or group of, or the first public announcement of the
intent of any person or group to commence, a tender or exchange offer which
would result in that person or group owning 25% or more of the outstanding
Common Stock.

Until the close of business on the Distribution Date, the Disney Rights will
be represented by and transferred only with the Common Stock, and the Disney
Rights are not exercisable until the Distribution Date. The Disney Rights will
expire at the close of business on June 30, 1999, unless redeemed earlier as
described below.

The Series R Preferred Stock will be nonredeemable and, unless otherwise
provided in connection with the creation of a subsequent series of Preferred
Stock, subordinate to all other series of Preferred Stock. The Series R
Preferred Stock may not be issued except upon exercise of the Disney Rights.
Each share of Series R

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Preferred Stock will be entitled to receive, when, as and if declared by
Disney's Board of Directors, (i) a cash dividend in an amount per share equal to
400 times the aggregate per share amount of all cash dividends declared or paid
on the Common Stock and (ii) a quarterly dividend in an amount equal to $1.00
per share less the per share amount of all cash dividends declared on the Series
R Preferred Stock pursuant to the preceding clause (i) since the last quarterly
dividend. In addition, the Series R Preferred Stock is entitled to 400 times any
other cash or non-cash distribution declared on the Common Stock (other than
cash dividends payable pursuant to the immediately preceding sentence and
distributions of Disney's equity securities or debt securities convertible into
equity securities of Disney), payable to the holders of Series R Preferred Stock
in like kind. In the event of liquidation, the holders of Series R Preferred
Stock will be entitled to receive a liquidation payment in an amount equal to
the greater of $100.00 per share (plus an amount equal to accumulated and unpaid
dividends and distributions) and 400 times the liquidation payment made per
share of Common Stock. Each share of Series R Preferred Stock will have 400
votes and shall be entitled to vote together with the Common Stock and not as a
separate class unless otherwise required by law or the Disney Certificate of
Incorporation. In the event of any merger, consolidation or other transaction in
which common shares are exchanged, each share of Series R Preferred Stock will
be entitled to receive 400 times, subject to adjustment, the amount received per
share of Common Stock.

The rights of the Series R Preferred Stock as to dividends, voting rights
and liquidation are protected by antidilution provisions. In addition, the
Purchase Price payable and the number of shares of Series R Preferred Stock or
other securities or property issuable upon exercise of the Disney Rights are
subject to adjustment from time to time to prevent dilution in the event of a
stock dividend on, or a subdivision, split, reverse split, combination,
consolidation or reclassification of, the Series R Preferred Stock.

If (i) any person becomes the beneficial owner of 25% or more of the then
outstanding shares of Common Stock, other than pursuant to a purchase or series
of related purchases of shares of Common Stock that Disney's Board of Directors,
taking into account the long-term value of Disney and all other factors that
Disney's Board of Directors considers relevant, determines to be fair and
otherwise in the best interests of the holders of Common Stock (a "Permitted
Transaction"), or (ii) any Acquiring Person or any of its affiliates or
associates engages in one or more "self-dealing" transactions as described in
the Disney Rights Agreement, then each holder of a Disney Right, other than the
Acquiring Person, will have the right to receive, upon payment of the Purchase
Price, in lieu of Series R Preferred Stock, a number of shares of Common Stock
having a market value equal to twice the Purchase Price. To the extent that
insufficient shares of Common Stock are available for the exercise in full of
the Disney Rights, holders of Disney Rights will receive upon exercise shares of
Common Stock to the extent available and then cash, assets or other securities
of Disney (which may be accompanied by a reduction in the Purchase Price), in
proportions determined by Disney, so that the aggregate net value received is
equal to twice the Purchase Price. Disney Rights are not exercisable following
the acquisition of shares of Common Stock by an Acquiring Person as described in
this paragraph until the expiration of the period during which the Disney Rights
may be redeemed as described below. In addition, after the occurrence of an
event described in the first sentence of this paragraph, Disney Rights that are
(or, under certain circumstances, Disney Rights that were) beneficially owned by
an Acquiring Person will be null and void.

Unless the Disney Rights are redeemed earlier, if, after the Stock
Acquisition Date, Disney is acquired in a merger or other business combination
(in which Disney is not the surviving corporation or in which any shares of
Common Stock are converted or exchanged) or more than 50% of the assets or
earning power of Disney and its subsidiaries (taken as a whole) are sold or
transferred in one transaction or a series of related transactions, the Disney
Rights Agreement provides that proper provision shall be made so that each
holder of record of a Disney Right will from and after that time have the right
to receive, upon payment of the Purchase Price, that number of shares of common
stock of the acquiring company which has a market value at the time of such
transaction equal to twice the Purchase Price.

Fractions of shares of Series R Preferred Stock may, at the election of
Disney, be evidenced by depositary receipts. Disney may also issue cash in lieu
of fractional shares of Series R Preferred Stock which are not integral
multiples of one one-hundredth of a share.

At any time until ten days following the Stock Acquisition Date (subject to
extension by Disney's Board of Directors), Disney's Board of Directors may cause
Disney to redeem the Disney Rights in whole, but not in part,

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at a price of $.01 per Disney Right, subject to adjustment to reflect any stock
split, stock dividend or similar transaction. Immediately upon the action of
Disney's Board of Directors authorizing redemption of the Disney Rights, the
right to exercise the Disney Rights will terminate, and the holders of the
Disney Rights will only be entitled to receive the redemption price without any
interest thereon.

As long as the Disney Rights are redeemable, Disney may, except with respect
to the redemption price, the number of one one-hundredths of a share of Series R
Preferred Stock for which a Disney Right is exercisable, or the date of
expiration of the Disney Rights, amend the Disney Rights in any manner,
including an amendment to extend the time period in which the Disney Rights may
be redeemed. At any time when the Disney Rights are not redeemable, subject to
the foregoing exceptions and except for certain limitations regarding amendments
of time periods (including the time period during which the Disney Rights may be
redeemed), Disney may amend the Disney Rights in any manner that does not
adversely affect the interests of holders of the Disney Rights as such.

Until a Disney Right is exercised, the holder, as such, will have no rights
as a stockholder of Disney, including, without limitation, the right to vote or
to receive dividends.

The foregoing description of the Disney Rights does not purport to be
complete and is qualified in its entirety by reference to the Disney Rights
Agreement, which is incorporated by reference as an exhibit to the Registration
Statement of which this Prospectus is a part.

CERTAIN ANTI-TAKEOVER EFFECTS

GENERAL. Certain provisions of the Disney Certificate of Incorporation and
the Delaware General Corporation Law (the "DGCL") may have the effect of
impeding the acquisition of control of Disney by means of a tender offer, a
proxy fight, open market purchases or otherwise in a transaction not approved by
Disney's Board of Directors. The provisions described below have the effect of
reducing the vulnerability of Disney to an unsolicited proposal for the
restructuring or sale of all or substantially all of the assets of Disney or an
unsolicited takeover attempt which is unfair to Disney stockholders. The summary
of such provisions set forth below does not purport to be complete and is
qualified in its entirety by reference to the Disney Certificate of
Incorporation and the DGCL.

Disney's Board of Directors has no present intention to introduce additional
measures that might have an anti-takeover effect; however, Disney's Board of
Directors expressly reserves the right to introduce such measures in the future.

CLASSIFIED BOARD UNTIL 2001. The Disney Certificate of Incorporation
provides that Disney's Board of Directors shall consist of not less than nine
nor more than 21 directors, with the exact number of directors to be determined
from time to time by Disney's Board of Directors. Disney's Board of Directors is
currently divided into three classes, and each director who was elected during
the annual meeting of Disney's stockholders in 1998 or prior thereto will serve
for the full three-year term for which he or she was elected. Following the
annual meeting of Disney's stockholders in 1998, however, the Disney Certificate
of Incorporation provides that each newly elected director shall serve only
until the first annual meeting following the annual meeting at which he or she
is elected, which will have the effect of phasing out the classification of
Disney's Board of Directors. Commencing with the annual meeting of Disney's
stockholders in 2001, Disney's Certificate of Incorporation provides that the
foregoing classification of Disney's Board of Directors shall cease, and all
directors shall be of one class.

BUSINESS COMBINATIONS. Section 203 of the DGCL restricts a wide range of
transactions ("business combinations") between a corporation and an interested
stockholder. An "interested stockholder" is, generally, any person who
beneficially owns, directly or indirectly, 15% or more of the corporation's
outstanding voting stock. Business combinations are broadly defined to include
(i) mergers or consolidations with, (ii) sales or other dispositions of more
than 10% of the corporation's assets to, (iii) certain transactions resulting in
the issuance or transfer of any stock of the corporation or any subsidiary to,
(iv) certain transactions resulting in an increase in the proportionate share of
stock of the corporation or any subsidiary owned by, or (v) receipt of the
benefit (other than proportionately as a stockholder) of any loans, advances or
other financial benefits by, an interested stockholder. Section 203 provides
that an interested stockholder may not engage in a business combination with

23
<PAGE>
the corporation for a period of three years from the time of becoming an
interested stockholder unless (a) the board of directors approved either the
business combination or the transaction which resulted in the person becoming an
interested stockholder prior to the time such person became an interested
stockholder; (b) upon consummation of the transaction which resulted in the
person becoming an interested stockholder, that person owned at least 85% of the
corporation's voting stock (excluding shares owned by persons who are directors
and also officers and shares owned by certain employee stock plans); or (c) the
business combination is approved by the board of directors and authorized by the
affirmative vote of at least 66 2/3% of the outstanding voting stock not owned
by the interested stockholder. The restrictions on business combinations with
interested stockholders contained in Section 203 of the DGCL do not apply to a
corporation whose certificate of incorporation contains a provision expressly
electing not to be governed by the statute; however, the Disney Certificate does
not contain a provision electing to "opt-out" of Section 203.

SUPERMAJORITY REQUIREMENTS. In addition to the requirements of Section 203
of the DGCL, the Disney Certificate of Incorporation provides that the
affirmative vote of four-fifths of the outstanding stock of Disney entitled to
vote shall be required for (i) any merger or consolidation to which Disney, or
any of its subsidiaries, and an Interested Person (as defined below) are
parties; (ii) any sale or other disposition by Disney, or any of its
subsidiaries, of all or substantially all of its assets to an Interested Person;
(iii) any purchase or other acquisition by Disney, or any of its subsidiaries,
of all or substantially all of the assets or stock of an Interested Person; and
(iv) any other transaction with an Interested Person which requires the approval
of the stockholders of Disney under the DGCL; except that the foregoing shall
not apply to any transaction if (a) such transaction is authorized by a
resolution of Disney's Board of Directors, provided that a majority of the
members of Disney's Board of Directors voting for the approval of such
transaction were duly elected and acting members of Disney's Board of Directors
prior to the date that the person, firm or corporation, or any group thereof,
with whom such transaction is proposed, became an Interested Person, or (b) the
provision of a vote in excess of that required by the DGCL for such transaction
violates the express provisions of the DGCL. An "Interested Person" is any
person, firm or corporation, or any group thereof, acting or intending to act in
concert, including any person directly or indirectly controlling or controlled
by or under direct or indirect common control with such person, firm or
corporation or group, which owns of record or beneficially, directly or
indirectly, five percent (5%) or more of any class of voting securities of
Disney.

SPECIAL MEETINGS. Pursuant to the DGCL, a special meeting of stockholders
may be called by the board of directors or by any other person authorized to do
so in the certificate of incorporation or the bylaws. The Disney Certificate of
Incorporation provides that special meetings of stockholders may only be called
by Disney's Board of Directors, the Chairman of Disney's Board of Directors, or
the President of Disney.

RIGHTS PLAN. The Disney Rights issued under the Disney Rights Plan have
certain anti-takeover effects because they will result in substantial dilution
to a person or group that attempts to acquire, or merge with, Disney without
conditioning the offer on the Disney Rights being rendered inapplicable. See
"Description of Common Stock--Rights Plan."

ADDITIONAL AUTHORIZED SHARES OF CAPITAL STOCK. The additional shares of
authorized Common Stock and Preferred Stock available for issuance under the
Disney Certificate of Incorporation could be issued at such times, under such
circumstances and with such terms and conditions as to impede a change in
control of Disney.

DESCRIPTION OF WARRANTS

Disney may issue, together with other Securities or separately, warrants for
the purchase of (i) Debt Securities ("Debt Warrants"), (ii) Preferred Stock
("Preferred Stock Warrants"), or (iii) Common Stock ("Common Stock Warrants"
and, together with the Debt Warrants and the Preferred Stock Warrants, the
"Warrants").

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<PAGE>
The Warrants will be issued under Warrant Agreements (as defined below) to
be entered into between Disney and a bank or trust company, as warrant agent
(the "Warrant Agent"), all to be set forth in the applicable Prospectus
Supplement relating to any or all Warrants in respect of which this Prospectus
is being delivered. Copies of the form of agreement for each Warrant (each a
"Debt Securities Warrant Agreement", a "Preferred Stock Warrant Agreement" or a
"Common Stock Warrant Agreement", as the case may be, or collectively the
"Warrant Agreements"), including the forms of certificates representing the
Warrants (the "Debt Warrant Certificates", the "Preferred Stock Warrant
Certificates" or the "Common Stock Warrant Certificates", as the case may be, or
collectively, the "Warrant Certificates"), and reflecting the provisions to be
included in such agreements that will be entered into with respect to the
particular offerings of each type of warrant, are or will be filed as exhibits
to the Registration Statement of which this Prospectus forms a part.

The following description sets forth certain general terms and provisions of
the Warrants to which any Prospectus Supplement may relate. The particular terms
of the Warrants to which any Prospectus Supplement may relate and the extent, if
any, to which such general provisions may apply to the Warrants so offered will
be described in the applicable Prospectus Supplement. The following summary of
certain provisions of the Warrants, Warrant Agreements and Warrant Certificates
does not purport to be complete and is subject to, and is qualified in its
entirety by express reference to, all the provisions of the Warrant Agreements
and Warrant Certificates, including the definitions therein of certain terms.

GENERAL

The Prospectus Supplement shall set forth the terms of the Warrants in
respect of which this Prospectus is being delivered as well as the related
Warrant Agreement and Warrant Certificates, including the following, where
applicable: (a) the principal amount of Debt Securities and/or the number of
shares of Preferred Stock or Common Stock, as the case may be, purchasable upon
exercise of the Warrants; (b) the designation and terms of the Debt Securities
or Preferred Stock, as the case may be, purchasable upon exercise thereof and of
any related Debt Securities or Preferred Stock with which such Warrants are
issued; (c) the procedures and conditions relating to the exercise of the
Warrants; (d) the date, if any, on and after which such Warrants and the related
Debt Securities or Preferred Stock, as the case may be, will be separately
transferable; (e) the offering price of the Warrants, if any; (f) the principal
amount of Debt Securities or the number of shares of Preferred Stock or Common
Stock, as the case may be, purchasable upon exercise of each Warrant and the
initial price at which such principal amount of Debt Securities or shares of
Preferred Stock or Common Stock, as the case may be, may be purchased upon such
exercise; (g) the date on which the right to exercise the Warrants shall
commence and the date on which such right shall expire; (h) a discussion of any
material United States federal income tax considerations applicable to the
exercise of the Warrants; (i) whether the Warrants represented by the Warrant
Certificates will be issued in registered or bearer form, and, if registered,
where they may be transferred and registered; (j) call provisions of the
Warrants, if any; (k) antidilution provisions of the Warrants, if any; and (l)
any other material terms of the Warrants.

EXERCISE OF WARRANTS

Each Warrant will entitle the holder to purchase for cash such principal
amount of Debt Securities or such number of shares of Preferred Stock or Common
Stock, as the case may be, at such exercise price as shall in each case be set
forth in, or be determinable as set forth in, the applicable Prospectus
Supplement relating to the Warrants offered thereby. Unless otherwise specified
in the applicable Prospectus Supplement, Warrants may be exercised at the
corporate trust office of the Warrant Agent or any other office indicated in the
applicable Prospectus Supplement at any time up to 5:00 p.m. New York City time
on the expiration date set forth in the applicable Prospectus Supplement. After
5:00 p.m. New York City time on the expiration date, unexercised Warrants will
become void. Upon receipt of payment and the Warrant Certificate properly
completed and duly executed, Disney will, as soon as practicable, issue the Debt
Securities, Preferred Stock or Common Stock, as the case may be, purchasable
upon such exercise. If less than all of the Warrants represented by such Warrant
Certificate are exercised, a new Warrant Certificate will be issued for the
remaining amount of Warrants.

25
<PAGE>
NO RIGHTS OF SECURITY HOLDER PRIOR TO EXERCISE

Prior to the exercise of their Warrants, holders of Warrants will not have
any of the rights of holders of the Debt Securities, Preferred Stock or Common
Stock, as the case may be, purchasable upon such exercise and will not be
entitled to (i) in the case of Debt Warrants, payments of principal of (and
premium, if any) or interest, if any, on the Debt Securities purchasable upon
such exercise or (ii) in the case of Preferred Stock Warrants and Common Stock
Warrants, the right to vote or to receive dividend payments on the Preferred
Stock or Common Stock, as the case may be, purchasable upon such exercise.

EXCHANGE OF WARRANT CERTIFICATES

Warrant Certificates will be exchangeable for new Warrant Certificates of
different denominations at the corporate trust office of the Warrant Agent or
any other office indicated in the applicable Prospectus Supplement.

PLAN OF DISTRIBUTION

Disney may sell Securities to one or more underwriters for public offering
and sale by them or may sell Securities to investors directly or through agents
or dealers. Any such underwriter, agent or dealer involved in the offer and sale
of the Securities will be named in the applicable Prospectus Supplement.
Securities offered pursuant to a particular Prospectus Supplement are referred
to herein as "Offered Securities." The Company may also sell Offered Securities
to an agent as principal.

Underwriters may offer and sell the Offered Securities at a fixed price or
prices, which may be changed, or from time to time at market prices prevailing
at the time of sale, at prices related to such prevailing market prices or at
negotiated prices. Disney also may, from time to time, authorize underwriters
acting as its agents to offer and sell the Offered Securities upon the terms and
conditions set forth in any Prospectus Supplement. In connection with the sale
of Offered Securities, underwriters may be deemed to have received compensation
from Disney in the form of underwriting discounts or commissions and may also
receive commissions from purchasers of Offered Securities for whom they may act
as agent. Underwriters may sell Offered Securities to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions (which may be changed from
time to time) from the purchasers for whom they may act as agent.

If a dealer is utilized in the sale of the Offered Securities in respect of
which this Prospectus is delivered, Disney will sell such Offered Securities to
such dealer, as principal. The dealer may then resell such Offered Securities to
the public at varying prices to be determined by such dealer at the time of
resale.

Any underwriting compensation paid by Disney to underwriters or agents in
connection with the offering of Offered Securities, and any discounts,
concessions or commissions allowed by underwriters to participating dealers,
will be set forth in an applicable Prospectus Supplement. Underwriters, dealers
and agents participating in the distribution of the Offered Securities may be
deemed to be underwriters under the Securities Act, and any discounts and
commissions received by them and any profit realized by them on resale of the
Offered Securities may be deemed to be underwriting discounts and commissions
under the Securities Act. Underwriters, dealers and agents may be entitled under
agreements with Disney to indemnification against and contribution toward
certain civil liabilities, including liabilities under the Securities Act, and
to reimbursement by Disney for certain expenses.

If so indicated in an applicable Prospectus Supplement, Disney will
authorize dealers acting as its agents to solicit offers by certain institutions
to purchase Offered Securities from Disney at the public offering price set
forth in such Prospectus Supplement pursuant to Delayed Delivery Contracts
("Contracts") providing for payment and delivery on the date or dates stated in
such Prospectus Supplement. Each Contract will be for an amount not less than,
and the aggregate principal amount or offering price of Offered Securities sold
pursuant to Contracts shall not be less nor more than, the respective amounts
stated in such Prospectus Supplement. Institutions with whom Contracts, when
authorized, may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and other institutions, but will in all cases be subject to the
approval of Disney.

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<PAGE>
Offered Securities may also be offered and sold, if so indicated in the
Prospectus Supplement, in connection with a remarketing upon their purchase, in
accordance with a redemption or repayment pursuant to their terms, or otherwise,
by one or more firms ("remarketing firms"), acting as principals for their own
accounts or as agents for the Company. Any remarketing firm will be identified
and the terms of its agreement, if any, with the Company and its compensation
will be described in the Prospectus Supplement. Remarketing firms may be deemed
to be underwriters in connection with the Offered Securities remarketed thereby.
Remarketing firms may be entitled under agreements which may be entered into
with the Company to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act.

The Securities may or may not be listed on a national securities exchange or
a foreign securities exchange. No assurances can be given that there will be a
market for any of the Securities.

LEGAL MATTERS

Certain legal matters with respect to the legality of the Securities being
offered hereby will be passed upon for Disney by Skadden, Arps, Slate, Meagher &
Flom LLP, Los Angeles, California.

EXPERTS

The consolidated financial statements and related schedules of Disney
incorporated in this Prospectus by reference to Disney's Annual Report on Form
10-K for the year ended September 30, 1997 have been so incorporated in reliance
on the report of Price Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.

The consolidated financial statements of Capital Cities/ABC, Inc.
incorporated by reference in this Prospectus from Disney's Current Report on
Form 8-K dated March 30, 1996 have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such financial statements referred to above
are incorporated herein by reference in reliance upon such report, given upon
the authority of such firm as experts in accounting and auditing.

27
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

All expenses other than the Securities and Exchange Commission filing fees
are estimated.

<TABLE>
<S> <C>
SEC registration fee................................................. $1,268,500
Accountants' fees and expenses....................................... 20,000
Legal fees and expenses.............................................. 50,000
Printing and engraving expenses...................................... 75,000
Rating agencies' fees................................................ 750,000
Trustee's and registrar's fees and expenses.......................... 25,000
Miscellaneous........................................................ 61,500
---------
Total:............................................................. $2,250,000
---------
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant's Restated Certificate of Incorporation and Bylaws, as
amended to date, provide that the Registrant shall indemnify to the full extent
authorized or permitted by law (as now or hereafter in effect) any person made,
or threatened to be made, a defendant or witness to any action, suit or
proceeding (whether civil or criminal or otherwise) by reason of the fact that
he, his testator or intestate, is or was a director or officer of the Registrant
or by reason of the fact that such director or officer, at the request of the
Registrant, is or was serving any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, in any capacity.

Under Section 145 of the Delaware General Corporation Law, a corporation may
indemnify a director, officer, employee or agent of the corporation (or a person
who is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise) against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. In the case of an action brought by or in the right of a
corporation, the corporation may indemnify a director, officer, employee or
agent of the corporation (or a person who is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise) against
expenses (including attorneys' fees) actually and reasonably incurred by him if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent a court finds that, in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as the
court shall deem proper.

The Registrant's Restated Certificate of Incorporation and Bylaws further
provide that (i) Registrant may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of Registrant or is
serving at the request of Registrant as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether or not
Registrant would have the power to indemnify him against such liability under
the provisions of law, and (ii) Registrant may create a trust fund, grant a
security interest and/or use other means (including, without limitation, letters
of credit, surety bonds and/or similar arrangements), as well as enter into
contracts providing for indemnification to the full extent authorized or
permitted by law and including as part thereof provisions with respect to any
and all of the foregoing to ensure the payment of such amounts as may become
necessary to effect indemnification as provided therein, or elsewhere.

II-1
<PAGE>
Registrant maintains an officer's and director's liability insurance policy
insuring its officers and directors against certain liabilities and expenses
incurred by them in their capacities as such, and insuring Registrant under
certain circumstances, in the event that indemnification payments are made to
such officers and directors.

Registrant has also entered into indemnification agreements (the
"Indemnification Agreements") with certain of its directors and officers
(individually, the "Indemnitee"). The Indemnification Agreements, among other
things, provide for indemnification to the fullest extent permitted by law
against any and all expenses, judgments, fines, penalties and amounts paid in
settlement of any claim. The Indemnification Agreements provide for the prompt
advancement of all expenses to the Indemnitee and for reimbursement to
Registrant if it is found that such Indemnitee is not entitled to such
indemnification under applicable law. The Indemnification Agreements also
provide that after a Change in Control (as defined in the Indemnification
Agreements) of Registrant which is not approved by the Board of Directors of
Registrant, all determinations regarding a right to indemnity and the right to
advancement of expenses shall be made by independent legal counsel selected by
the Indemnitee and approved by the Board of Directors. In addition, in the event
of a Potential Change In Control (as defined in the Indemnification Agreements),
the Indemnitee may require Registrant to establish a trust for his or her
benefit and to fund such trust in amounts reasonably anticipated or proposed to
be paid to satisfy Registrant's indemnification obligations under the
Indemnification Agreements.

The foregoing summaries are necessarily subject to the complete text of the
statute, the Registrant's Restated Certificate of Incorporation and Bylaws, and
the arrangements referred to above and are qualified in their entirety by
reference thereto.

II-2
<PAGE>
ITEM 16. EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- ---------------------------------------------------------------------------------------------------------------
<C> <S>
1.1 Form of Underwriting Agreement with respect to Debt Securities.
*1.2 Form of Underwriting Agreement with respect to Preferred Stock.
*1.3 Form of Underwriting Agreement with respect to Common Stock.
*1.4 Form of Underwriting Agreement with respect to Warrants.
1.5 Form of Distribution Agreement with respect to Debt Securities.
4.1 Restated Certificate of Incorporation of Registrant.
4.2 Amended Bylaws of Registrant.
4.3 Indenture, dated as of March 7, 1996, between Registrant and Citibank, N.A., a national banking association, as
trustee, pertaining to the Senior Debt Securities (incorporated by reference from the Registrant's Current
Report on Form 8-K dated March 7, 1996).
4.4 Form of Senior Subordinated Debt Securities Indenture.
4.5 Form of Subordinated Debt Securities Indenture.
4.6 Form of Debt Securities Warrant Agreement (including form of Debt Warrant Certificate).
4.7 Form of Preferred Stock Warrant Agreement (including form of Preferred Stock Warrant Certificate).
4.8 Form of Common Stock Warrant Agreement (including form of Common Stock Warrant Certificate).
4.9 Form of Deposit Agreement (including form of Depositary Receipts).
4.10 Specimen Common Stock Certificate.
4.11 Rights Agreement dated as of November 8, 1995 between Registrant and the Bank of New York, as rights agent
(incorporated by reference from the Registration Statement on Form S-4 of Registrant under its former name,
DC Holdco, Inc., filed on November 13, 1995).
*4.12 Certificate of Designation of Preferred Stock.
*4.13 Form of Preferred Stock Certificate.
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the Securities.
12.1 Computation of Ratio of Earnings to Fixed Charges.
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in their opinion filed as Exhibit 5.1).
23.2 Consent of Independent Accountants (Price Waterhouse LLP).
23.3 Consent of Independent Auditors (Ernst & Young LLP).
24 Powers of Attorney (included on the signature page hereto).
25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Citibank, N.A., as
Trustee under the Senior Debt Securities Indenture.
25.2 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Chase Manhattan Bank
and Trust Company, National Association, as Trustee under the Senior Subordinated Debt Securities Indenture.
25.3 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The First National Bank
of Chicago, as Trustee under the Subordinated Debt Securities Indenture.
</TABLE>

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

* To be filed by a post-effective amendment to the Registration Statement or
incorporated by reference from a Current Report on Form 8-K.

II-3
<PAGE>
ITEM 17. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;

Provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

II-4
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Burbank, State of California, on the 14th day of May,
1998.

<TABLE>
<S> <C> <C>
THE WALT DISNEY COMPANY

By: /s/ MICHAEL D. EISNER
------------------------------------------
Michael D. Eisner
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
</TABLE>

POWER OF ATTORNEY

We, the undersigned directors and officers of The Walt Disney Company, do
hereby severally constitute and appoint Sanford M. Litvack, Richard D. Nanula,
Paul Saleh and David K. Thompson, and each of them, our true and lawful
attorneys and agents, to do any and all acts and things in our name and behalf
in our capacities as directors and officers and to execute any and all
instruments for us and in our names in the capacities indicated below, which
said attorneys and agents, or any of them, may deem necessary or advisable to
enable said Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with this Registration Statement on Form S-3,
including specifically, but without limitation, power and authority to sign for
us or any of us, in our names in the capacities indicated below, any and all
amendments (including pre- and post-effective amendments) hereto and any related
registration statement and amendments thereto filed pursuant to Rule 462(b)
promulgated under the Securities Act of 1933; and we do each hereby ratify and
confirm all that said attorneys and agents, or any one of them, shall do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- ----------------

<C> <S> <C>
Chairman of the Board and
/s/ MICHAEL D. EISNER Chief Executive Officer
- ------------------------------ (Principal Executive May 14, 1998
(Michael D. Eisner) Officer)

/s/ ROY E. DISNEY
- ------------------------------ Vice Chairman of the Board May 14, 1998
(Roy E. Disney)

Senior Executive Vice
/s/ SANFORD M. LITVACK President, Chief of
- ------------------------------ Corporate Operations and May 14, 1998
(Sanford M. Litvack) Director

Senior Executive Vice
President and Chief
/s/ RICHARD D. NANULA Financial Officer
- ------------------------------ (Principal May 14, 1998
(Richard D. Nanula) Financial and Accounting
Officer)
</TABLE>

II-5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- ----------------

<C> <S> <C>
/s/ REVETA F. BOWERS
- ------------------------------ Director May 14, 1998
(Reveta F. Bowers)

/s/ STANLEY P. GOLD
- ------------------------------ Director May 14, 1998
(Stanley P. Gold)

/s/ IGNACIO E. LOZANO, JR.
- ------------------------------ Director May 14, 1998
(Ignacio E. Lozano, Jr.)

/s/ GEORGE J. MITCHELL
- ------------------------------ Director May 14, 1998
(George J. Mitchell)

/s/ THOMAS S. MURPHY
- ------------------------------ Director May 14, 1998
(Thomas S. Murphy)

/s/ RICHARD A. NUNIS
- ------------------------------ Director May 14, 1998
(Richard A. Nunis)

/s/ LEO J. O'DONOVAN, S.J.
- ------------------------------ Director May 14, 1998
(Leo J. O'Donovan, S.J.)

/s/ SIDNEY POITIER
- ------------------------------ Director May 14, 1998
(Sidney Poitier)

/s/ IRWIN E. RUSSELL
- ------------------------------ Director May 14, 1998
(Irwin E. Russell)

/s/ ROBERT A.M. STERN
- ------------------------------ Director May 14, 1998
(Robert A.M. Stern)

/s/ E. CARDON WALKER
- ------------------------------ Director May 14, 1998
(E. Cardon Walker)

/s/ RAYMOND L. WATSON
- ------------------------------ Director May 14, 1998
(Raymond L. Watson)

/s/ GARY L. WILSON
- ------------------------------ Director May 14, 1998
(Gary L. Wilson)
</TABLE>

II-6
<PAGE>
EXHIBIT INDEX

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

* To be filed by a post-effective amendment to the Registration Statement or
incorporated by reference from a Current Report on Form 8-K.

<PAGE>

EXHIBIT 1.1

FORM OF UNDERWRITING AGREEMENT - DEBT SECURITIES

UNDERWRITING AGREEMENT

[Date]

The Walt Disney Company
500 South Buena Vista Street
Burbank, California 91521

Dear Sirs:

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 [Currency and
Principal Amount] aggregate principal amount of its [Full Title of Debt
Securities](the "Debt Securities").

Subject to the terms and conditions set forth or incorporated by
reference herein, the Company hereby agrees to sell and the Underwriters
agree to purchase, severally and not jointly, the principal amount of Debt
Securities set forth below opposite their names at a purchase price of [ ]%
of the principal amount thereof plus accrued interest, if any, from [ ]:

<PAGE>

<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF
NAME DEBT SECURITIES
---- -------------------
<S> <C>

[Lead Underwriter] $[ ]
[Syndicate List]
-----------------
$[ ]
-----------------
-----------------
</TABLE>

The Underwriters will pay for the Debt Securities upon delivery thereof
to The Depository Trust Company or its designated custodian at [ ] a.m.
(New York time) on [ ] or at such other time, not later than [ ]
a.m. (New York time) on [ ] as shall be designated by the
Representatives. The time and date of such payment and delivery are
hereinafter referred to as the "Closing Date."

The Debt Securities shall have the terms set forth in the Prospectus
dated [ ], as supplemented by the Prospectus Supplement dated
[ ], including the following:

<PAGE>

TERMS OF DEBT SECURITIES:

<S> <C>
Title: [ ]

Aggregate Principal Amount: [ ]

Initial Offering Price: [ ]%

Purchase Price: [ ]%

Currency of Payment: [ ]

[Ratings of debt
securities included in the
Registration Statement: [ ]
[ ]
[ ]]

Maturity Date: [ ]

Interest Rate: [ ]%

Redemption Provisions: [ ]

Interest Payment Dates: [ ] and [ ] commencing
[ ] (interest accrues from [ ]).

Regular Record Dates: [ ] and [ ]

Form and Denominations: [ ]

Ranking: The Debt Securities will be senior/senior
subordinated/subordinated indebtedness of the Company issued
under the Senior/Senior Subordinated/Subordinated Indenture dated
as of [ ] (the "Indenture") by and between the Company,
as issuer and [ ], as trustee (the "Trustee").

Listing: [ ]

</TABLE>

<PAGE>

Please confirm your agreement by having an authorized officer sign a
copy of this Agreement in the space set forth below.

Very truly yours,

[LEAD UNDERWRITER]
[NAME OF OTHER LEAD MANAGERS],
acting severally on behalf of themselves and the
Underwriters named herein

BY: [LEAD UNDERWRITER]
[NAME OF OTHER LEAD MANAGERS]

By:
---------------------------------------------
Name:
Title:

Accepted:

THE WALT DISNEY COMPANY

By:
-----------------------------------
Name:
Title:

<PAGE>

THE WALT DISNEY COMPANY

UNDERWRITING AGREEMENT

STANDARD PROVISIONS
(DEBT SECURITIES)

[Date]

From time to time, The Walt Disney Company, a Delaware corporation (the
"Company"), may enter into one or more underwriting agreements that provide
for the sale of designated securities to the several underwriters named
therein. The standard provisions set forth herein may be incorporated by
reference in any such underwriting agreement (an "Underwriting Agreement").
The Underwriting Agreement, including the provisions incorporated therein by
reference, is herein referred to as "this Agreement". Terms defined in the
Underwriting Agreement are used herein as therein defined.

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement including a prospectus, which, among
other things, relates to the Debt Securities and has filed with, or
transmitted for filing to, or shall promptly hereafter file with or transmit
for filing to, the Commission a prospectus supplement (the "Prospectus
Supplement") specifically relating to the Debt Securities pursuant to Rule
424 under the Securities Act of 1933, as amended (the "1933 Act"), and/or a
term sheet or an abbreviated term sheet (each, a "Term Sheet"), pursuant to
Rule 434 of the rules and regulations of the Commission under the 1933 Act
(the "1933 Act Regulations"), specifically relating to the Debt Securities.
The term Registration Statement means the registration statement as amended
to the date of this Agreement and shall include any related Registration
Statement filed pursuant to Rule 462(b) of the 1933 Act Regulations. The
term Basic Prospectus means the prospectus included in the Registration
Statement at the time the Registration Statement was declared effective by
the Commission. The term Prospectus means the Basic Prospectus together with
the final Prospectus Supplement relating to the offering of the Debt
Securities, each in the form furnished to the Underwriters by the Company for
use in connection with the offering of the Debt Securities, as from time to
time amended or supplemented in accordance with the 1933 Act, except that if
any revised prospectus or prospectus supplement shall be provided to the
Underwriters by the Company for use in connection with the offering of the
Debt Securities which differs from the prospectus or prospectus supplement on
file at the Commission (whether or not such revised prospectus or prospectus
supplement is required to be filed by the Company pursuant to Rule 424 under
the 1933 Act Regulations), the term "Prospectus" shall refer to the
prospectus and prospectus supplement, as so revised, from and after the time
it is first provided to the Underwriters for such use; provided, however,
that if the Company elects to rely upon Rule 434 of the 1933 Act Regulations,
then all references to the Prospectus shall be deemed to refer to the final
or preliminary prospectus and the Term Sheet relating to the Debt Securities
in the form furnished to the Underwriters by the Company in reliance upon
Rule 434 of the 1933 Act Regulations (in which case, all references in this
Agreement to the date of the Prospectus shall mean the date of such Term
Sheet). The term preliminary prospectus means a preliminary prospectus
supplement specifically relating to the Debt Securities together with the
Basic Prospectus. Any reference herein to the Registration Statement or the
Prospectus shall be deemed to refer to and include the documents, financial
statements and schedules incorporated by reference therein or deemed to be
incorporated by reference therein pursuant to Item 12 of Form S-3 under the
1933 Act, and any reference to any amendment or supplement to the
Registration Statement or the Prospectus shall be deemed to

<PAGE>

refer to and include any documents, financial statements and schedules filed
by the Company with the Commission under the Securities Exchange Act of 1934,
as amended (the "1934 Act") after the date hereof, and so incorporated by
reference or deemed to be incorporated therein (such incorporated documents,
financial statements and schedules being herein called the "Incorporated
Documents"). Notwithstanding the foregoing, for purposes of this Agreement
any prospectus, prospectus supplement, term sheet or abbreviated term sheet
prepared or filed with respect to an offering pursuant to the Registration
Statement of a series of securities other than the Debt Securities shall not
be deemed to have supplemented the Prospectus.

1. REPRESENTATIONS AND WARRANTIES. The Company represents and warrants
to each of the Underwriters that:

(a) The Company meets the requirements for use of Form S-3 under the 1933
Act. The Registration Statement has become effective under the 1933 Act
and no stop order suspending the effectiveness of the Registration
Statement has been issued under the 1933 Act and no proceedings for that
purpose have been instituted or are pending or, to the knowledge of the
Company, are contemplated by the Commission, and any request on the part of
the Commission for additional information has been complied with. In
addition, the Indenture has been duly qualified under the Trust Indenture
Act of 1939, as amended (the "1939 Act").

(b) The Registration Statement, at the time it became effective, complied
in all material respects with the provisions of the 1933 Act and the 1933
Act Regulations and did not contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading. At the date of the
Underwriting Agreement and at the Closing Date, the Prospectus and any
amendments and supplements thereto did not include an untrue statement of a
material fact or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they
were made, not misleading. If the Company elects to rely upon Rule 434 of
the 1933 Act Regulations, the Company will comply with the requirements of
Rule 434. Notwithstanding the foregoing, this representation and warranty
does not apply to statements or omissions in the Registration Statement,
the Prospectus or any preliminary prospectus, or any amendment or
supplement thereto, made in reliance upon information furnished to the
Company in writing by or on behalf of the Underwriters expressly for use
therein or to those parts of the Registration Statement which constitute
the Trustee's Statement of Eligibility and Qualification on Form T-1 under
the 1939 Act (the "Form T-1"). There is no contract or document of a
character required to be described in the Registration Statement or the
Prospectus or to be filed as an exhibit to the Registration Statement which
is not described or filed as required.

(c) The Incorporated Documents, when they became effective or were filed
(or, if an amendment with respect to any such Incorporated Document was
filed or became effective, when such amendment was filed or became
effective) with the Commission, as the case may be, complied in all
material respects with the requirements of the 1934 Act, and any
Incorporated Documents filed subsequent to the date of the Underwriting
Agreement and prior to the termination of the offering of the Debt
Securities, will, when they are filed with the Commission, comply in all
material respects with the requirements of the 1934 Act; no such
Incorporated Document, when it became effective or was filed (or, if an
amendment with respect to any such Incorporated Document was filed or
became effective, when such amendment was filed or became effective) with
the Commission, contained, and no Incorporated Document filed subsequent to
the date of the Underwriting Agreement and prior to the

<PAGE>

Closing Date will contain, an untrue statement of a material fact or
omitted, or will omit, to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.

(d) This Agreement, the Indenture and the Debt Securities have been duly
authorized by the Company and conform in all material respects to the
descriptions thereof in the Prospectus.

(e) The Indenture (assuming due execution and delivery thereof by the
Trustee) is, and the Debt Securities (when executed by the Company and
authenticated in accordance with the Indenture and delivered to and paid
for by the Underwriters) will be, the legal, valid and binding obligations
of the Company, enforceable against the Company in accordance with their
respective terms, except as such enforceability may be limited by (A)
bankruptcy, insolvency, reorganization, moratorium or other similar laws
now or hereafter in effect relating to or affecting the enforcement of
creditors' rights generally, (B) general principles of equity (regardless
of whether such enforcement is considered in a proceeding in equity or at
law), (C) requirements that a claim with respect to any Debt Securities
denominated other than in United States dollars (or a judgment denominated
other than in United States dollars in respect of such claim) be converted
into United States dollars at a rate of exchange prevailing on a date
determined pursuant to applicable law and (D) governmental authority to
limit, delay or prohibit the making of payments outside the United States
or in a foreign currency or composite currency. The Debt Securities (when
executed by the Company and authenticated in accordance with the terms of
the Indenture and delivered to and paid for by the Underwriters) will be
entitled to the benefits of the Indenture (subject to the exceptions set
forth in the preceding sentence).

(f) The Company is a validly existing corporation in good standing under
the laws of Delaware. The Company has full corporate power and authority
to own, lease and operate its properties and to conduct its business as
presently conducted and as described in the Prospectus; and the Company is
duly qualified as a foreign corporation to transact business and is in good
standing in each jurisdiction in which such qualification is required
whether by reason of the ownership or leasing of property or the conduct of
business, except where the failure to so qualify would not have a material
adverse effect on the consolidated financial condition or earnings of the
Company and its subsidiaries considered as one enterprise.

(g) Except as contemplated in the Prospectus or reflected therein by the
filing of any amendment or supplement thereto or any Incorporated Document,
since the date of the most recent consolidated financial statements
included or incorporated by reference in the Registration Statement and the
Prospectus there has not been any material adverse change in the
consolidated financial condition or earnings of the Company and its
subsidiaries, considered as one enterprise.

(h) The Company is not in violation of its Restated Certificate of
Incorporation or Bylaws, as amended. The execution and delivery of this
Agreement by the Company, the issuance and sale of the Debt Securities and
the performance by the Company of its obligations under this Agreement and
the Indenture will not conflict with or constitute a breach of or a default
(with the passage of time or otherwise) under (A) the Restated Certificate
of Incorporation or Bylaws, as amended of the Company, (B) any contract,
indenture, mortgage, loan agreement, note, lease or other instrument to
which the Company is a party or by which it may be bound, or to which any
of the properties or assets of the Company is subject, which breach or
default would, singly or in the aggregate, reasonably be expected to have a
material adverse effect on the consolidated financial condition or earnings
of the Company and its subsidiaries, considered as one enterprise, or (C)
any applicable law, administrative regulation

<PAGE>

or administrative or court decree. Except for orders, permits and
similar authorizations required under or by the securities or Blue Sky
laws of certain jurisdictions, any securities exchange on which any of
the Debt Securities might be listed or with respect to Debt Securities
which are to be indexed or linked to any foreign currency, composite
currency, commodity, equity index or similar index, no consent,
approval, authorization or other order of any regulatory body,
administrative agency or other governmental body is legally required for
the valid issuance and sale of the Debt Securities.

(i) To the best of the Company's knowledge, the accountants who have
audited and reported upon the financial statements filed with the
Commission as part of the Registration Statement and the Prospectus are
independent accountants as required by the 1933 Act. The historical
financial statements included in the Registration Statement or
Prospectus or incorporated therein by reference fairly present the
consolidated financial position and results of operations of the Company
and its subsidiaries at the respective dates and for the respective
periods to which they apply. Such financial statements have been
prepared in accordance with generally accepted accounting principles
consistently applied, except as set forth in the Registration Statement
and Prospectus. The selected financial data and the summary historical
financial information of Disney included in the Prospectus present
fairly the information shown therein and have been compiled on a basis
consistent with that of the audited financial statements of Disney
incorporated by reference in the Registration Statement and the
Prospectus. The unaudited pro forma financial statements, if any,
together with the related notes and any supporting schedules included or
incorporated by reference in the Registration Statements and the
Prospectus, fairly present the information shown therein and have been
compiled on a basis substantially consistent with the audited financial
statements of Disney included or incorporated by reference in the
Registration Statement and the Prospectus; the assumptions on which such
unaudited pro forma financial statements have been prepared are
reasonable; and such unaudited pro forma financial statements have been
prepared, and the pro forma adjustments set forth therein have been
applied, in accordance with the applicable accounting requirements of
the 1933 Act and the 1933 Act Regulations (including, without
limitation, Regulations S-X promulgated by the Commission), and such pro
forma adjustments have been properly applied to the historical amounts
in the compilation of such statements.

(j) Each of Disney Enterprises, Inc., ABC, Inc. and Walt Disney World Co.
(collectively, the "Significant Subsidiaries"), is a validly existing
corporation in good standing in the state of its incorporation. Each of the
Significant Subsidiaries has full corporate power and authority to own,
lease and operate its properties and to conduct its business as presently
conducted and as described in the Prospectus; and each of the Significant
Subsidiaries is duly qualified as a foreign corporation to transact
business and is in good standing in each United States jurisdiction in
which such qualification is required whether by reason of the ownership or
leasing of property or the conduct of business, except where a failure to
so qualify would not have a material adverse effect on the consolidated
financial condition or earnings of the Company and its subsidiaries,
considered as one enterprise.

(k) The Company has complied with, and is and will be in compliance with,
the provisions of that certain Florida act relating to disclosure of doing
business with Cuba, codified as Section 517.075 of the Florida statutes,
and the rules and regulations thereunder or is exempt therefrom.

Any certificate signed by any officer of the Company and delivered to
any Underwriter or to counsel for the Underwriters in connection with the
offering of the Debt Securities shall be deemed a representation and warranty
by the Company to such Underwriter as to the matters covered thereby on the
date of such certificate.

2. PUBLIC OFFERING. The Company is advised by the Representatives
that the Underwriters propose to make a public offering of their respective
portions of the Debt Securities as soon after this Agreement has been entered
into as in the Representatives' judgment is advisable. The terms of the
public offering of the Debt Securities have been provided by the
Representatives to the Company and are in all material respects completely
set forth in the Prospectus.

3. PURCHASE AND DELIVERY. Except as otherwise provided in this
Section 3, payment for the Debt Securities shall be made by wire transfer, of
immediately available funds, by the Underwriters to the order of

<PAGE>

the Company, at the time set forth in the Underwriting Agreement, upon
delivery to the Representatives for the respective accounts of the several
Underwriters of the Debt Securities, registered in such names and in such
denominations as the Representatives shall request in writing not less than
two full business days prior to the date of delivery, with any transfer taxes
payable in connection with the sale of the Debt Securities to the
Underwriters duly paid. The Notes may be represented by one or more global
notes which may be deposited with a custodian for, and registered in the name
of, The Depository Trust Company or its nominee.

4. PAYMENT OF EXPENSES. The Company will pay all expenses incident to
the performance of its obligations under this Agreement, including (i) the
preparation, printing and filing of the Registration Statement (including
financial statements and exhibits) as originally filed and of each amendment
thereto, (ii) the printing and delivery to the Underwriters of this
Agreement, any Underwriting Agreement, any Agreement among Underwriters, the
Indenture and such other documents as may be required in connection with the
offering, purchase, sale and delivery of the Debt Securities, (iii) the
preparation, issuance and delivery of the Debt Securities and any
certificates for the Debt Securities to the Underwriters, (iv) the fees and
disbursements of the Company's counsel, accountants and other advisors or
agents (including transfer agents and registrars), as well as the fees and
disbursements of the Trustee and its counsel, (v) the qualification of the
Debt Securities under state securities laws or the applicable laws of any
foreign jurisdiction in which the Debt Securities are offered in accordance
with the provisions of Section 6(g) hereof, including filing fees and the
reasonable fees and disbursements of counsel for the Underwriters in
connection therewith and in connection with the preparation, printing and
delivery of the Blue Sky Survey and any Legal Investment Survey, and any
amendment thereto, (vi) the printing and delivery to the Underwriters of
copies of each preliminary prospectus, any Term Sheet, and the Prospectus and
any amendments or supplements thereto, (vii) the fees charged by nationally
recognized statistical rating organizations for the rating of the Debt
Securities, and (viii) the fees and expenses incurred with respect to the
listing of the Debt Securities on any securities exchange.

5. CONDITIONS TO CLOSING. The several obligations of the Underwriters
hereunder are subject to the following conditions:

(a) OPINION OF COUNSEL TO COMPANY. On the Closing Date, the Underwriters
shall have received an opinion from Skadden, Arps, Slate, Meagher & Flom
LLP, counsel to the Company, dated as of the Closing Date and in form and
substance satisfactory to counsel for the Underwriters to the effect that:

(i) The Company and each of the Significant Subsidiaries is a
corporation validly existing and in good standing under the laws of
its state of incorporation.

(ii) The Company has full corporate power and corporate authority to
enter into and perform its obligations under this Agreement and the
Indenture, to borrow money as contemplated in this Agreement and the
Indenture and to issue, sell and deliver the Debt Securities.

(iii) This Agreement has been duly authorized, executed and
delivered by the Company.

<PAGE>

in effect relating to creditors' rights generally and (B) general
principles of equity (regardless of whether enforceability is
considered in a proceeding at law or in equity) and (y) the waiver
contained in Section 6.12 of the Indenture may be deemed
unenforceable.

(v) No consent or approval of any United States governmental
authority or other United States person or United States entity is
required in connection with the issuance or sale of the Debt
Securities other than registration thereof under the 1933 Act,
qualification of the Indenture under the 1939 Act, and such
registrations or qualifications as may be necessary under the
securities or Blue Sky laws of the various United States jurisdictions
in which the Debt Securities are to be offered or sold.

(vi) The Debt Securities, when executed and authenticated in
accordance with the terms of the Indenture and delivered to and paid
for by the Underwriters, will be valid and binding obligations of the
Company entitled to the benefits of the Indenture and enforceable
against the Company in accordance with their terms, except (x) to the
extent that enforcement thereof may be limited by (A) bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally and (B)
general principles of equity (regardless of whether enforceability is
considered in a proceeding at law or in equity) and (y) the waiver
contained in Section 6.12 of the Indenture may be deemed
unenforceable.

(vii) The Registration Statement has become effective under the
1933 Act and the Indenture has been qualified under the 1939 Act, and
such counsel has been advised by the Commission that no stop order
suspending the effectiveness of the Registration Statement has been
issued and, to the best of such counsel's knowledge, no proceedings
for that purpose have been instituted or are pending or threatened by
the Commission.

(viii) The execution and delivery of this Agreement and the
Indenture by the Company, the issuance and sale of the Debt Securities
and the fulfillment of this Agreement and the Indenture by the Company
will not conflict with or constitute a breach of or a default (with
the passage of time or otherwise) under (A) the Restated Certificate
of Incorporation or Bylaws, as amended of the Company, (B) any
statute, law or regulation to which the Company or any of its
properties may be subject or (C) any judgment, decree or order, known
to such counsel, of any court or governmental agency or authority
entered in any proceeding to which the Company was or is now a party
or by which it is bound; provided, that such counsel may state that
(1) the opinion set forth in clause (B) of this paragraph (viii) is
limited to those United States statutes, laws or regulations currently
in effect which, in such counsel's experience, are normally applicable
to transactions of the type contemplated by this Agreement, and (2) no
opinion is expressed as to the securities or Blue Sky laws of the
various jurisdictions in which the Debt Securities are to be offered
and (3) no opinion is expressed with respect to such clause (B) with
respect to Debt Securities which are indexed or linked to any foreign
currency, composite currency, commodity, equity index or similar
index.

(ix) The Registration Statement, as of the date it became effective,
and the Prospectus, as of the date of the Underwriting Agreement,
appear on their face to be appropriately responsive in all material
respects to the requirements of the 1933 Act, except that in each case
such counsel need not express an opinion as to (i) the Incorporated
Documents, (ii) the financial

<PAGE>

statements and schedules and other financial data included or
incorporated by reference therein or excluded therefrom or (iii)
the Form T-1.

(x) The statements in the Prospectus under the captions "Description
of the Debt Securities" and "Description of the Notes," insofar as
they purport to summarize certain provisions of documents
specifically referred to therein, are in all material respects
accurate summaries of such provisions.

(xi) Although the discussion set forth in the Prospectus under the
heading "Certain United States Federal Tax Considerations" does not
purport to discuss all possible United States Federal income tax
consequences of the purchase, ownership, and disposition of the
Debt Securities, in such counsel's opinion, such discussion
constitutes, in all material respects, a fair and accurate summary
of the United States Federal income tax consequences of the
purchase, ownership, and disposition of the Debt Securities, based
upon current law and subject to the qualifications set forth
therein.

In rendering the opinions set forth above, such counsel may state that
(1) with respect to paragraphs (iv) and (vi), such enforcement may be
limited by (i) requirements that a claim with respect to any Debt
Securities denominated other than in United States dollars (or a judgment
denominated other than in United States dollars in respect of such claim)
be converted into United States dollars at a rate of exchange prevailing on
a date determined pursuant to applicable law and (ii) governmental
authority to limit, delay or prohibit the making of payments outside the
United States or in foreign currency or composite currency; and (2) with
respect to paragraphs (iv), (v) and (vi), no opinion is expressed thereto
with respect to any Debt Securities that are to be indexed or linked to any
foreign currency or composite currency, commodity, equity index or similar
index.

In addition, such counsel shall state that they have participated in
conferences with officers and other representatives of the Company, counsel
employed by the Company, representatives of the independent accountants of
the Company, representatives of the Underwriters and counsel for the
Underwriters, at which the contents of the Registration Statement and
Prospectus and related matters were discussed and, although such counsel is
not passing upon, and does not assume any responsibility for, the accuracy,
completeness or fairness of the statements contained in the Registration
Statement or the Prospectus and have made no independent check or
verification thereof, on the basis of the foregoing, no facts have come to
such counsel's attention that have led them to believe that the
Registration Statement (excluding the Incorporated Documents) at the time
such Registration Statement became effective, contained an untrue statement
of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading
or that the Prospectus (excluding the Incorporated Documents) as of the
date of the Underwriting Agreement and as of the Closing Date contained or
contains an untrue statement of a material fact or omitted or omits to
state a material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading,
except that such counsel need express no opinion or belief with respect to
(i) the Incorporated Documents, (ii) the financial statements, schedules
and other financial data included or incorporated by reference in, or
excluded from, the Registration Statement or the Prospectus or (iii) the
exhibits to the Registration Statement, including the Form T-1.

(b) OPINION OF COUNSEL EMPLOYED BY COMPANY. On the Closing Date, the
Underwriters shall have received an opinion from David K. Thompson, Senior
Vice President-Assistant General Counsel or from other counsel employed by
the Company (provided that such counsel is at least a vice president of the
Company), dated as of the date hereof and in form and substance
satisfactory to counsel for the Underwriters, to the effect that:

<PAGE>

(i) Except as set forth in the Prospectus (including the Incorporated
Documents), there is not pending or, to the best of such counsel's
knowledge, after reasonable inquiry, threatened any action, suit or
proceeding against the Company or any of its subsidiaries before or by
any court or governmental agency or body, which is likely (to the
extent not covered by insurance) to have a material adverse effect on
the consolidated financial condition or earnings of the Company and
its subsidiaries, considered as one enterprise.

(ii) To the best of such counsel's knowledge, after reasonable
inquiry, there is no contract or document of a character required to
be described in the Registration Statement or the Prospectus or to be
filed as an exhibit to the Registration Statement which is not
described or filed as required.

(iii) To the best of such counsel's knowledge, after reasonable
inquiry, the Company is not in violation of its Restated Certificate
of Incorporation or Bylaws, as amended.

(iv) To the best of such counsel's knowledge, after reasonable
inquiry, the execution, delivery and performance of this Agreement and
the Indenture will not conflict with or constitute a breach of, or
default (with the passage of time or otherwise) under, any material
contract, indenture, mortgage, loan agreement, note, lease or other
instrument to which the Company is a party or by which it may be
bound, or to which any of the property or assets of the Company or any
of its subsidiaries is subject.

(v) The Incorporated Documents, as of the date of the Underwriting
Agreement, complied as to form in all material respects with the
requirements of the 1934 Act, except that in each case such counsel
need not express an opinion as to the financial statements and
schedules and other financial data included or incorporated by
reference therein.

In addition, such counsel shall state that no facts have come to such
counsel's attention that have led him to believe that the Registration
Statement (including the Incorporated Documents) at the time such
Registration Statement became effective, contained an untrue statement of a
material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading or that
the Prospectus (including the Incorporated Documents) as of the date of the
Underwriting Agreement and as of the Closing Date contained or contains an
untrue statement of a material fact or omitted or omits to state a material
fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading, except that such
counsel need express no opinion or belief with respect to the financial
statements, schedules and other financial data included or incorporated by
reference in, or excluded from, the Registration Statement or Prospectus or
with respect to the Form T-1.

(c) OPINION OF UNDERWRITERS' COUNSEL. On the Closing Date, the
Underwriters shall have received an opinion from counsel to the
Underwriters, dated as of the Closing Date and in form and substance
satisfactory to the Underwriters.

(d) OFFICER'S CERTIFICATE. On the Closing Date the Underwriters shall
have received a certificate signed by an officer of the Company, dated the
Closing Date, to the effect that (i) the representations and warranties of
the Company contained in Section 1 hereof are true and correct in all
material respects with the same force and effect as though expressly made
at and as of the date of such

<PAGE>

certificate, (ii) the Company has complied with all agreements and
satisfied all conditions required by this Agreement or the Indenture on
its part to be performed or satisfied at or prior to the date of such
certificate and (iii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that
purpose have been initiated or, to the best of such officer's knowledge,
threatened by the Commission. The Officer's Certificate shall further
state that except as contemplated in the Prospectus or reflected therein
by the filing of any amendment or supplement thereto or any Incorporated
Document, at the Closing Date, there shall not have been, since the date
of the most recent consolidated financial statements included or
incorporated by reference in the Prospectus, any material adverse change
in the consolidated financial condition or earnings of the Company and
its subsidiaries considered as one enterprise. As used in this Section
5(d), the term "Prospectus" means the Prospectus (as defined herein) in
the form first used to confirm sales of the Debt Securities.

(e) COMFORT LETTERS. At the time of the execution of the Underwriting
Agreement, the Underwriters shall have received letters from the Company's
independent certified public accountants, dated as of the date of the
Underwriting Agreement and in form and substance reasonably satisfactory to
the Underwriters.

(f) BRING-DOWN COMFORT LETTERS. On the Closing Date, the Underwriters
shall have received letters from the Company's independent certified public
accountants dated as of the Closing Date, to the effect that they reaffirm
the statements made in the letter furnished pursuant to subsection (e) of
this Section 5, except that the specified date referred to shall be a date
not more than five business days prior to the Closing Date.

(g) RATINGS. At the Closing Date, the debt securities included in the
Registration Statement shall have the ratings accorded by any "nationally
recognized statistical rating organization", as defined by the Commission
for purposes of Rule 436(g)(2) of the 1933 Act Regulations, if and as
specified in the Underwriting Agreement, and the Company shall have
delivered to the Representatives a letter, dated as of such date, from each
such rating organization, or other evidence satisfactory to the
Representatives, confirming that the Debt Securities have such ratings.

(h) OTHER DOCUMENTS. On the Closing Date, counsel to the Underwriters
shall have been furnished with such documents and opinions as such counsel
may reasonably require for the purpose of enabling such counsel to pass
upon the issuance and sale of Debt Securities as herein contemplated and
related proceedings, or in order to evidence the accuracy and completeness
of any of the representations and warranties or the fulfillment of any of
the conditions herein contained.

If any condition specified in this Section 5 shall not have been fulfilled
when and as required to be fulfilled, this Agreement may be terminated by
the Representatives by notice to the Company at any time at or prior to the
Closing Date, and such termination shall be without liability of any party
to any other party, except that (i) the Company shall reimburse the
Underwriters for all of their reasonable out-of-pocket expenses, including
the reasonable fees and disbursements of counsel for the Underwriters and
(ii) the covenants set forth in Section 6(f) hereof, the indemnity and
contribution agreement set forth in Sections 7, 8, 9 and 10 hereof and the
provisions of Section 18 hereof shall remain in effect.

<PAGE>

6. COVENANTS OF THE COMPANY. In further consideration of the agreements
of the Underwriters contained herein, the Company covenants as follows:

(a) NOTICE OF CERTAIN EVENTS. The Company will notify the Representatives
promptly of (i) the effectiveness of any post-effective amendment to the
Registration Statement (other than a post-effective amendment relating
solely to an offering of securities other than the Debt Securities), (ii)
the transmittal to the Commission for filing of any supplement to the
Prospectus (other than a supplement relating solely to an offering of
securities other than the Debt Securities), (iii) the receipt of any
comments from the Commission with respect to the Registration Statement or
the Prospectus (other than any comments relating solely to an offering of
securities other than the Debt Securities), (iv) any request by the
Commission for any amendment to the Registration Statement or any amendment
or supplement to the Prospectus or for additional information (other than
any such request relating solely to an offering of securities other than
the Debt Securities) and (v) the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or the
initiation of any proceedings for that purpose. The Company will make
every reasonable effort to prevent the issuance of any such stop order and,
if any such stop order is issued, to obtain the lifting thereof at the
earliest possible time unless the Company shall, in its sole discretion,
determine that it is not in its best interest to do so.

(b) NOTICE OF CERTAIN PROPOSED FILINGS. During the period from the date
of the Underwriting Agreement to and including the Closing Date, at or
prior to the filing thereof, the Company will give the Representatives
notice of its intention to file any additional registration statement with
respect to the registration of additional Debt Securities to be covered by
this Agreement, any amendment to the Registration Statement or any
amendment or supplement to the Prospectus (other than an amendment or
supplement relating solely to an offering of securities other than the Debt
Securities), whether by the filing of documents pursuant to the 1934 Act,
the 1933 Act or otherwise, and will furnish the Underwriters with copies of
any such amendment or supplement or other documents a reasonable amount of
time prior to such proposed filing or use, as the case may be, and will not
file or use any such document to which the Representatives or counsel to
the Underwriters shall reasonably object, unless, in the judgment of the
Company or its counsel, such amendment or supplement or other document is
necessary to comply with law.

(c) COPIES OF THE REGISTRATION STATEMENT AND THE PROSPECTUS. The Company
will deliver to the Underwriters one copy of the Registration Statement (as
originally filed) and of each amendment thereto (including the Incorporated
Documents and any exhibits filed therewith or incorporated by reference
therein) and the preliminary prospectus as the Representatives may
reasonably request. The Company will furnish to the Underwriters as many
copies of the Prospectus (as amended or supplemented) as the
Representatives shall reasonably request so long as the Underwriters are
required to deliver a Prospectus in connection with sales or solicitations
of offers to purchase the Debt Securities.

(d) REVISIONS OF REGISTRATION STATEMENT AND PROSPECTUS -- MATERIAL
CHANGES. So long as the Underwriters are required to deliver a Prospectus
in connection with sales of the Debt Securities, if any event shall occur
or condition exist as a result of which it is necessary, in the opinion of
counsel for the Company, after consultation with counsel for the
Underwriters, to further amend or supplement the Prospectus in order that
the Prospectus will not include an untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements
therein, in light

<PAGE>

of the circumstances existing at the time it is delivered to a
purchaser, not misleading, or if it shall be necessary, in the opinion
of counsel for the Company, to amend or supplement the Registration
Statement or the Prospectus in order to comply with the requirements of
the 1933 Act or the 1933 Act Regulations, prompt notice shall be given,
and confirmed in writing, to the Representatives, and the Company will
prepare and file as soon as practicable such amendment or supplement to
the Registration Statement or Prospectus as may be necessary to correct
such misstatement or omission or to make the Registration Statement or
the Prospectus comply with such requirements and the Company will
furnish to the Underwriters, without charge, such number of copies of
such amendment or supplement as the Underwriters may reasonably request.
The filing of any such amendment or supplement shall not constitute a
waiver of any of the conditions set forth in Section (5) hereof or of
Section 11 (i).

(e) COMPLIANCE WITH 1934 ACT. The Company, during the period when the
Prospectus is required to be delivered under the 1933 Act or the 1934 Act,
will comply, in a timely manner, with all applicable requirements under the
1934 Act relating to the filing with the Commission of the Company's
reports pursuant to Section 13(a), 13(c) or 15(d) of the 1934 Act and, if
then applicable, the Company's proxy statements pursuant to Section 14(a)
of the 1934 Act.

(f) EARNINGS STATEMENT. The Company will make generally available to its
security holders, as soon as practicable but in any event not later than 15
months after the Closing Date, a consolidated earnings statement (which
need not be audited) covering the twelve-month period beginning after the
latest of (i) the effective date of the Registration Statement, (ii) the
effective date of the most recent post-effective amendment to the
Registration Statement to become effective or (iii) the Company's most
recent annual report on Form 10-K filed with the Commission prior to the
Closing Date, which earnings statement will satisfy the provisions of
Section 11(a) of the 1933 Act. The Company may elect to rely upon Rule 158
under the 1933 Act and may elect to make such earnings statement available
more frequently than once in any period of twelve months.

(g) BLUE SKY QUALIFICATIONS. The Company will endeavor, in cooperation
with the Underwriters, to qualify the Debt Securities for offering and sale
under the applicable securities laws of such states in the United States as
the Representatives may reasonably designate, and will maintain such
qualifications in effect for as long as may be required for the
distribution of the Debt Securities; provided, however, that the Company
will promptly notify the Representatives of any suspension or termination
of any such qualifications; and provided further, that the Company shall
not be obligated to register or qualify as a foreign corporation or take
any action which would subject it to general service of process in any
jurisdiction where it is not now so subject.

7. INDEMNIFICATION OF THE UNDERWRITERS. The Company agrees to indemnify
and hold harmless each Underwriter and each person, if any, who controls an
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act as follows:

(a) against any and all loss, liability, claim, damage and expense
whatsoever (including, subject to the limitations set forth in Section 9
hereof, the reasonable fees and disbursements of counsel chosen by the
Underwriters), as incurred, insofar as such loss, liability, claim, damage
or expense arises out of any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement (or any
amendment thereto), or the omission or alleged omission therefrom of a
material fact required to be stated therein or necessary to make the
statements therein not misleading, or arises out of any untrue statement or
alleged untrue statement of a material fact contained in the Prospectus (or

<PAGE>

any amendment or supplement thereto) or the omission or alleged omission
therefrom of a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading;

(b) against any and all loss, liability, claim, damage and expense
whatsoever (including, subject to the limitations set forth in Section 9
hereof, the reasonable fees and disbursements of counsel chosen by the
Underwriters), as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever insofar as such loss, liability, claim, damage or expense arises
out of any such untrue statement or omission, or any such alleged untrue
statement or omission, if such settlement is effected with the written
consent of the Company; and

(c) against any and all expense whatsoever (including, subject to the
limitations set forth in Section 9 hereof, the reasonable fees and
disbursements of counsel chosen by the Underwriters), as incurred,
reasonably incurred in investigating, preparing or defending against any
litigation, or investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever, based upon any such
untrue statement or omission, or any such alleged untrue statement or
omission;

PROVIDED, HOWEVER, that this indemnity shall not apply to any loss,
liability, claim, damage or expense (A) to the extent arising out of or
based upon any untrue statement or omission or alleged untrue statement or
omission made in reliance upon the Form T-1 under the 1939 Act filed as an
exhibit to the Registration Statement; or (B) to the extent arising out of
any untrue statement or omission or alleged untrue statement or omission in
the Prospectus if such untrue statement or alleged untrue statement or
omission or alleged omission is corrected in all material respects in an
amendment or supplement to the Prospectus and if, having previously been
furnished by or on behalf of the Company with copies of the Prospectus, as
so amended or supplemented, such Underwriter thereafter failed to deliver
such Prospectus, as so amended or supplemented, if required to be delivered
by such Underwriter prior to or concurrently with the sale of the Debt
Securities to the person asserting such loss, liability, claim, damage or
expense who purchased such the Debt Securities which are the subject
thereof from such Underwriter; or (C) as to which such Underwriter may be
required to indemnify the Company pursuant to the provisions of Section 8.

8. INDEMNIFICATION OF THE COMPANY. Each Underwriter severally (and
not jointly) agrees to indemnify and hold harmless the Company, its
directors, each of its officers who signed the Registration Statement, and
each person, if any, who controls the Company within the meaning of Section
15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss,
liability, claim, damage and expense described in the indemnity contained in
subsection (a) of Section 7 hereof, as incurred, but only with respect to
untrue statements or omissions, or alleged untrue statements or omissions,
made in the Registration Statement (or any amendment thereto) or the
Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company by or on behalf
of such Underwriter through the Representatives expressly for use in the
Registration Statement or the Prospectus.

9. GENERAL. In case any action, suit or proceeding (including any
governmental or regulatory investigation or proceeding) shall be brought against
any Underwriter or any person controlling such Underwriter, based upon the
Registration Statement or the Prospectus and with respect to which indemnity may
be sought against the Company pursuant to Section 7, such Underwriter or
controlling person shall promptly

<PAGE>

notify the Company in writing, and the Company shall assume the defense
thereof, including the employment of counsel (such counsel to be reasonably
acceptable to such Underwriter) and payment of all expenses. Any such
Underwriter or any such controlling person shall have the right to employ
separate counsel in any such action, suit or proceeding and to participate in
the defense thereof, but the fees and expenses of such separate counsel shall
be at the expense of such Underwriter or such controlling person unless (A)
the employment of such counsel shall have been specifically authorized in
writing by the Company, (B) the Company shall have failed to assume the
defense and employ counsel or (C) the named parties to any such action, suit
or proceeding (including any impleaded parties) shall include both such
Underwriter or such controlling person and the Company, and such Underwriter
or such controlling person shall have been advised by counsel that there may
be one or more legal defenses available to it which are different from, or
additional to, those available to the Company (in which case, if such
Underwriter or such controlling person notifies the Company in writing that
it selects to employ separate counsel at the expense of the Company, the
Company shall not have the right to assume the defense of such action, suit
or proceeding on behalf of such Underwriter or such controlling person, it
being understood, however, that the Company shall not, in connection with any
one such action or separate but substantially similar or related actions in
the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the reasonable fees and expenses of more than
one separate firm of attorneys (in addition to any local counsel) for all
such Underwriters and such controlling persons, which firm shall be
designated in writing by the Representatives on behalf of all of such
Underwriters and such controlling persons).

In case any action, suit or proceeding (including any governmental or
regulatory investigation or proceeding) shall be brought against the Company,
any of the Company's directors or officers, or any person controlling the
Company, with respect to which indemnity may be sought against any
Underwriter pursuant to Section 8, such Underwriter shall have the rights and
duties given to the Company by this Section 9, and the Company, the Company's
directors and officers and any such controlling person shall have the rights
and duties given to the Underwriters by this Section 9.

10. CONTRIBUTION. In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for
in Sections 7 and 8 hereof is for any reason held to be unenforceable with
respect to the indemnified parties although applicable in accordance with its
terms, the Company and the Underwriters shall contribute to the aggregate
losses, liabilities, claims, damages and expenses of the nature contemplated
by said indemnity agreement incurred by the Company and the Underwriters, as
incurred, in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Underwriters on the
other hand from the offering of the Debt Securities. If, however, the
allocation provided by the immediately preceding sentence is not permitted by
applicable law or if the indemnified party failed to give the notice required
pursuant to Section 9 hereof or pursuant to the last sentence of this Section
10, then the Company and the Underwriters shall contribute to such aggregate
losses, liabilities, claims, damages and expenses incurred by the Company and
the Underwriters, as incurred, in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Company on the one hand and the Underwriters on the other hand in connection
with the statements or omissions which resulted in such losses, liabilities,
claims, damages or expenses, as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Underwriters on the other hand in connection with the offering of the
Debt Securities shall be deemed to be in the same proportion as the total net
proceeds from the sale of the Debt Securities received by the Company (before
deducting expenses) bear to the total commissions or other compensation or
remuneration received by the Underwriters in respect thereof. The relative
fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information

<PAGE>

supplied by the Company or the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. Notwithstanding the provisions of this Section 10, no
Underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the Debt Securities purchased by it
exceeds the amount of any damages which such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall
be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 10, each person,
if any, who controls an Underwriter within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act shall have the same rights to
contribution as such Underwriter, and each director of the Company, each
officer of the Company who signed the Registration Statement and each person,
if any, who controls the Company within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act shall have the same rights to contribution
as the Company. Any party entitled to contribution pursuant to the first
sentence of this Section 10, will, promptly after receipt of notice of
commencement of any action, suit or proceeding against such party in respect
of which a claim for contribution may be made against another party or
parties under this Section 10, notify such party or parties from whom
contribution may be sought, but the omission to so notify such party or
parties shall not relieve the party or parties from whom contribution may be
sought, from any other obligation it or they may have otherwise than under
this Section 10; PROVIDED, HOWEVER, that such notice need not be given if
such party entitled to contribution hereunder has previously given notice
pursuant to Section 9 hereof with respect to the same action, suit or
proceeding.

11. TERMINATION. The Underwriters may terminate the Underwriting
Agreement immediately upon notice to the Company, at any time prior to the
Closing Date if (i) there has been, since the date of the Underwriting
Agreement, any material adverse change in the consolidated financial
condition or earnings of the Company and its subsidiaries, considered as one
enterprise, (ii) there has occurred any material adverse change in the
financial markets in the United States or any outbreak or escalation of
hostilities or other calamity or crisis, the effect of which is such as to
make it, in the reasonable judgment of the Representatives, impracticable to
market the Debt Securities or to enforce contracts for the sale of the Debt
Securities, (iii) trading in any securities of the Company has been suspended
(other than pursuant to a request by the Company with respect to an
announcement by the Company of certain information not constituting a
material adverse change, since the date of the Underwriting Agreement, in the
consolidated financial condition or earnings of the Company and its
subsidiaries, considered as one enterprise), the effect of which is such as
to make it, in the reasonable judgment of the Representatives, impracticable
to market the Debt Securities or to enforce contracts for the sale of the
Debt Securities, (iv) trading generally on the New York Stock Exchange has
been suspended, or minimum or maximum prices for trading have been fixed, or
maximum ranges for prices for securities shall have been required, by such
exchange or by order of the Commission or any other governmental authority,
or if a banking moratorium has been declared by either Federal or New York
authorities or if a banking moratorium has been declared by the relevant
authorities in the country or countries of origin of any foreign currency or
currencies in which the Debt Securities are denominated or payable or (v)
after the date of the Underwriting Agreement, the rating assigned by any
nationally recognized securities rating agency to any debt securities of the
Company or its Significant Subsidiaries as of the date of the Underwriting
Agreement shall have been lowered or any such rating agency shall have
publicly announced that it has placed any debt securities of the Company or
its Significant Subsidiaries on what is commonly termed a "watch list" with
negative implications. As used in this Section 11, the term "Prospectus"
means the Prospectus (as defined herein) in the form first used to confirm
sales of the Debt Securities.

14
<PAGE>

In the event of any such termination, no party will have any liability
to any other party hereto, except that (i) the covenants set forth in Section
6(f) hereof, the indemnity and contribution agreement set forth in Sections
7, 8, 9 and 10 hereof and the provisions of Section 18 hereof shall remain in
effect and (ii) if the Underwriting Agreement is terminated by the
Underwriters in accordance with the provisions of Section 11(i) hereof, the
Company shall reimburse the Underwriters for all of their out-of-pocket
expenses, including the reasonable fees and disbursements of counsel for the
Underwriters.

12. DEFAULTING UNDERWRITERS. If on the Closing Date any one or more of
the Underwriters shall fail or refuse to purchase Debt Securities that it has
or they have agreed to purchase on such date, and the aggregate amount of
Debt Securities which such defaulting Underwriter or Underwriters agreed but
failed or refused to purchase is not more than one-tenth of the aggregate
amount of the Debt Securities to be purchased on such date, the other
Underwriters shall be obligated severally in the proportions that the amount
of Debt Securities set forth opposite their respective names above bears to
the aggregate amount of Debt Securities set forth opposite the names of all
such non-defaulting Underwriters, or in such other proportions as the
Representatives may specify, to purchase the Debt Securities which such
defaulting Underwriter or Underwriters agreed but failed or refused to
purchase on such date. If on the Closing Date any Underwriter or
Underwriters shall fail or refuse to purchase Debt Securities and the
aggregate amount of Debt Securities with respect to which such default occurs
is more than one-tenth of the aggregate amount of Debt Securities to be
purchased on such date, and arrangements satisfactory to the Representatives
and the Company for the purchase of such Debt Securities are not made within
36 hours after such default, this Agreement shall terminate without liability
on the part of any non-defaulting Underwriter or the Company. In any such
case either the Representative or the Company shall have the right to
postpone the Closing Date but in no event for longer then seven days, in
order that the required changes, if any, in the Registration Statement and in
the Prospectus or in any other documents or arrangements may be effected.
Any action taken under this paragraph shall not relieve any defaulting
Underwriter from liability in respect of any default of such Underwriter
under this Agreement.

[13. SELLING AND OTHER RESTRICTIONS. (a) Each Underwriter, on behalf of
itself and each of its affiliates that participates in the initial distribution
of the Debt Securities, severally represents to and agrees with the Company
that:

(i) (a) it has not offered or sold and will not offer or sell any of
the Debt Securities to persons in the United Kingdom (the "U.K.")
except to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or agent)
for the purposes of their businesses or otherwise in circumstances
which have not resulted and will not result in an offer to the public
in the U.K. within the meaning of the Public Offers of Securities
Regulation 1995; (b) it has complied and will comply with all
applicable provisions of the Financial Services Act 1986 with respect
to anything done by it in relation to the Debt Securities in, from or
otherwise involving the U.K.; and (c) it has only issued or passed on,
and will only issue or pass on, in the U.K. any document received by
it in connection with the issue of the Debt Securities to a person who
is of a kind described in Article 11(3) of the Financial Services Act
1986 (Investment Advertisement) (Exemptions) Order 1995 or is a person
to whom the document may otherwise lawfully be issued or passed on.

(ii) it will not offer or sell any Debt Securities directly or
indirectly in Japan or to or for the benefit of any Japanese person or
to others, for re-offering or re-sale directly or indirectly

<PAGE>

in Japan or to any Japanese person except under circumstances which
will result in compliance with all applicable laws, regulations and
guidelines promulgated by the relevant governmental and regulatory
authorities in effect at the relevant time. For purposes of this
subparagraph (ii), "Japanese person" shall mean any person resident in
Japan, including any corporation or other entity organized under the
laws of Japan.

(iii) it has not distributed and will not distribute the preliminary
prospectus or the Prospectus in Hong Kong other than to persons
whose business involves the acquisition, disposal or holding of
securities, whether as principal or as agent, unless such Underwriter
is a person permitted to do so under the securities laws of Hong Kong.

(b) In addition to the provisions of subparagraph (a)(i), (ii) and (iii)
of this Section 13, each Underwriter severally represents to and agrees
with the Company that it has not offered, sold or delivered and that it
will not offer, sell or deliver, directly or indirectly, any of the Debt
Securities or distribute the Prospectus, any preliminary prospectus or any
other material relating to the Debt Securities, in or from any jurisdiction
except under circumstances that will, to the best of its knowledge and
belief, result in compliance with the applicable laws and regulations
thereof and which will not impose any obligations on the Company except as
contained in this Agreement.

(c) Without prejudice to the other provisions of this Section 13 and
except for registration under the 1933 Act and compliance with the 1933 Act
Regulations and the qualification of the Debt Securities for offer and sale
under the applicable securities laws of such jurisdictions within the
United States as the Representatives may designate pursuant to Section
6(g), the Company shall not have any responsibility for, and each
Underwriter severally agrees with the Company that each such Underwriter
and its respective affiliates will obtain, any consent, approval or
authorization required by them for the subscription, offer, sale or
delivery by them of any of the Debt Securities under the laws and
regulations in force in any jurisdiction to which they are subject or in or
from which they make such subscription, offer, sale or delivery of any of
the Debt Securities.]

14. NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed or transmitted by
any standard form of telecommunication.

15. PARTIES. This Agreement shall inure to the benefit of and be binding
upon the Company and the Underwriters and their respective successors. Nothing
expressed or mentioned in this Agreement is intended or shall be construed to
give any person, firm or corporation, other than the Underwriters and the
Company and their respective successors and the controlling persons and officers
and directors referred to in Sections 7 and 8 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the parties hereto and their respective successors, and
said controlling persons and officers and directors and their heirs and legal
representatives, and for the benefit of no other person, firm or corporation.
No purchaser of Debt Securities from any Underwriter shall be deemed to be a
successor by reason merely of such purchase.

16. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY. All
representations, warranties and agreements contained in this Agreement or in
certificates of officers of the Company submitted pursuant hereto shall remain
operative and in full force and effect, regardless of any investigation made by
or

<PAGE>

on behalf of any Underwriter or controlling person, or by or on behalf of the
Company, and shall survive delivery of and payment for the Debt Securities.

17. MISCELLANEOUS. The Underwriting Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto were upon the same instrument.

18. CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING WITHOUT LIMITATION
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

19. HEADINGS. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.

<PAGE>

EXHIBIT 1.5

FORM OF DISTRIBUTION AGREEMENT - DEBT SECURITIES

THE WALT DISNEY COMPANY

Medium-Term Notes

Due Nine Months or More from Date of Issue

DISTRIBUTION AGREEMENT

[Date]

[Investment Banks]

Dear Ladies and Gentlemen:

The Walt Disney Company, a Delaware corporation (the "Company"),
confirms its agreement with each of [Investment Banks] (each an "Agent" and
collectively, the "Agents") with respect to the issue and sale by the Company
of its Medium-Term Notes (the "Notes"). The Notes are to be issued pursuant to
the Indenture, dated as of March 7, 1996 (the "Indenture"), between the
Company and Citibank, N.A., a national banking association, as trustee (the
"Trustee"). As of the date hereof, the Company has authorized the issuance
and sale of up to U.S. $5,000,000,000 aggregate initial offering price (or
its equivalent, based upon the applicable exchange rate at the time of
issuance, in such foreign currencies or composite currencies as the Company
shall designate in the Notes at the time of issuance) of Notes directly or
through the Agents pursuant to the terms of this Agreement. Such Notes are
in addition to other Medium Term Notes of the Company outstanding at the date
hereof. It is understood, however, that the Company may from time to time
authorize the issuance of additional Notes and that, at the option of the
Company, such Notes may be distributed through or sold to the Agents pursuant
to the terms of this Agreement, all as though the issuance of such Notes were
authorized as of the date hereof.

<PAGE>

This Agreement provides both for the sale of Notes by the Company
directly to purchasers, in which case the Agents will act as agents of the
Company in soliciting Note purchasers, and (as may from time to time be agreed
to by the Company and one or more Agents) to such Agent or Agents as principal
for resale to purchasers.

The Company has filed with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-3 (No. 333- [ ]
) for the registration of debt securities and other securities, including the
Notes, under the Securities Act of 1933, as amended (the "1933 Act"), and the
offering thereof from time to time in accordance with Rule 415 of the rules
and regulations of the Commission under the 1933 Act (the "1933 Act
Regulations"). Such registration statement has been declared effective by the
Commission and the Indenture has been qualified under the Trust Indenture Act
of 1939, as amended (the "1939 Act"). Such registration statement (and any
further registration statements that may be filed by the Company for the
purpose of registering additional Notes and which the Company and the Agents
agree is to be covered by this Agreement) and the prospectus constituting a
part thereof, together with any prospectus supplement relating to the Notes,
including, in each case, all Incorporated Documents (as hereinafter defined),
as from time to time amended or supplemented by the filing of documents
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
or the 1933 Act or otherwise, are referred to herein as the "Registration
Statement" and the "Prospectus," respectively, except that, if any revised
prospectus shall be provided to the Agents by the Company for use in
connection with the offering of the Notes which is not required to be filed
by the Company pursuant to Rule 424(b) of the 1933 Act Regulations, the term
"Prospectus" shall refer to such revised prospectus from and after the time
it is first provided to the Agents for such use. The term "Prospectus" shall
also include any term sheet or abbreviated term sheet as such terms are used
in Rule 434 of the 1933 Act Regulations (each a "Terms Sheet"). The term
"Registration Statement" shall also include any related registration
statement filed pursuant to Rule 462(b) of the 1933 Act Regulations. In
addition, any reference herein to the Registration Statement or the
Prospectus shall be deemed to refer to and include the documents, financial
statements and schedules incorporated by reference therein pursuant to Item
12 of Form S-3 under the 1933 Act, and any reference to any amendment or
supplement to the Registration Statement or the Prospectus shall be deemed to
refer to and include any documents, financial statements and schedules filed
by the Company with the Commission under the 1934 Act after the date hereof,
and so incorporated by reference or deemed incorporated by reference(such
incorporated documents, financial statements and schedules being herein
called the "Incorporated Documents"). Notwithstanding the foregoing, for
purposes of this Agreement any prospectus or prospectus supplement or any
Term Sheets prepared or filed with respect to an offering pursuant to the
Registration Statement of securities other than the Notes shall not be deemed
to have supplemented the Prospectus.

<PAGE>

SECTION 1. REPRESENTATIONS AND WARRANTIES; ADDITIONAL CERTIFICATES

(a) REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to each Agent as of the date hereof, as of the date of each acceptance
by the Company of an offer for the purchase of Notes (whether through an Agent
as agent or from an Agent as principal), as of the date of each delivery of
Notes by the Company to the purchasers (the date of each such delivery to an
Agent as principal being hereafter referred to as a "Settlement Date"), and as
of the dates referred to in Section 6(a) hereof (each of the dates referenced
above being referred to hereafter as a "Representation Date"), as follows:

(i) The Incorporated Documents, when they became effective
or were filed (or, if an amendment with respect to any such Incorporated
Document was filed or became effective, when such amendment was filed or became
effective) with the Commission, as the case may be, complied in all material
respects with the requirements of the 1934 Act, and any Incorporated Documents
filed subsequent to the date hereof and prior to the termination of the offering
of the Notes, will, when they are filed with the Commission, comply in all
material respects with the requirements of the 1934 Act; no such Incorporated
Document, when it became effective or was filed (or, if an amendment with
respect to any such Incorporated Document was filed or became effective, when
such amendment was filed or became effective) with the Commission, contained,
and no Incorporated Document filed subsequent to the date hereof and prior to
the termination of the offering of the Notes will contain, an untrue statement
of a material fact or omitted, or will omit, to state a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading.

(ii) The Registration Statement, at the time it became
effective, complied in all material respects with the provisions of the 1933 Act
and the 1933 Act Regulations; at the applicable Representation Date, the
Registration Statement and the Prospectus, and any supplements or amendments
thereto, will comply in all material respects with the provisions of the 1933
Act and the 1933 Act Regulations; and the Registration Statement and the
Prospectus, and any such supplement or amendment thereto, at all such times did
not and will not contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading; except that this representation and warranty does not apply to
statements or omissions in the Registration Statement, the Prospectus or any
preliminary prospectus, or any amendment or supplement thereto, made in reliance
upon information furnished to the Company in writing by or on behalf of the
Agents expressly for use therein or to those parts of the Registration Statement
which constitute the Trustee's Statement of Eligibility and Qualification on
Form T-1 under the 1939 Act (the

<PAGE>

"Form T-1"). There is no contract or document of a character required to be
described in the Registration Statement or the Prospectus or to be filed as an
exhibit to the Registration Statement which is not described or filed as
required.

(iii) This Agreement, the Indenture, the Notes and any
applicable Terms Agreement have been duly authorized by the Company and conform
in all material respects to the descriptions thereof in the Prospectus.

(iv) The Indenture (assuming due execution and delivery
thereof by the Trustee) is, and the Notes (when executed by the Company and
authenticated in accordance with the Indenture and delivered to and paid for by
the purchasers thereof) will be, the legal, valid and binding obligations of the
Company, enforceable against the Company in accordance with their respective
terms, except as such enforceability may be limited by (A) bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect relating to or affecting the enforcement of creditors' rights generally,
(B) general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law), (C) requirements that a claim
with respect to any Notes denominated other than in United States dollars (or a
judgment denominated other than in United States dollars in respect of such
claim) be converted into United States dollars at a rate of exchange prevailing
on a date determined pursuant to applicable law and (D) governmental authority
to limit, delay or prohibit the making of payments outside the United States or
in a foreign currency or composite currency. The Notes (when executed by the
Company and authenticated in accordance with the terms of the Indenture and
delivered to and paid for by the purchasers thereof) will be entitled to the
benefits of the Indenture (subject to the exceptions set forth in the preceding
sentence).

(v) The Company is a validly existing corporation in good
standing under the laws of its state of incorporation. The Company has full
corporate power and authority to own, lease and operate its properties and to
conduct its business as presently conducted and as described in the Prospectus;
and the Company is duly qualified as a foreign corporation to transact business
and is in good standing in each jurisdiction in which such qualification is
required whether by reason of the ownership or leasing of property or the
conduct of business, except where the failure to so qualify would not have a
material adverse effect on the consolidated financial condition or earnings of
the Company and its subsidiaries, considered as one enterprise.

(vi) Each of Disney Enterprises, Inc., ABC, Inc. and Walt
Disney World Co. (collectively, the "Significant Subsidiaries") is a validly
existing corporation in good standing under the laws of its state of
incorporation. Each of the Significant Subsidiaries has full corporate power
and authority to own,

<PAGE>

lease and operate its properties and to conduct its business as presently
conducted and as described in the Prospectus; and each of the Significant
Subsidiaries is duly qualified as a foreign corporation to transact business and
is in good standing in each United States jurisdiction in which such
qualification is required whether by reason of the ownership or leasing of
property or the conduct of business, except where a failure to so qualify would
not have a material adverse effect on the consolidated financial condition or
earnings of the Company and its subsidiaries, considered as one enterprise.

(vii) Except as contemplated in the Prospectus or reflected
therein by the filing of any amendment or supplement thereto or any Incorporated
Document, since the date of the most recent consolidated financial statements
included or incorporated by reference in the Registration Statement and the
Prospectus, unless the Company has notified the Agents as provided in Section
3(d) hereof, there has not been any material adverse change in the consolidated
financial condition or earnings of the Company and its subsidiaries, considered
as one enterprise.

(viii) The Company is not in violation of its Restated
Certificate of Incorporation or Bylaws, as amended. The execution and
delivery of this Agreement by the Company, the issuance and sale of the Notes
and the performance by the Company of its obligations under this Agreement,
the Indenture and any applicable Terms Agreement will not conflict with or
constitute a breach of or a default (with the passage of time or otherwise)
under (A) the Restated Certificate of Incorporation or Bylaws, as amended, of
the Company, (B) subject to the Company's compliance with any applicable
covenants pertaining to its incurrence of unsecured indebtedness contained
therein, any contract, indenture, mortgage, loan agreement, note, lease or
other instrument to which the Company is a party or by which it may be bound,
or to which any of the properties or assets of the Company is subject, which
breach or default would, singly or in the aggregate, have a material adverse
effect on the consolidated financial condition or earnings of the Company and
its subsidiaries, considered as one enterprise, or (C) any applicable law,
administrative regulation or administrative or court decree. Except for
orders, permits and similar authorizations required under or by the
securities or Blue Sky laws of certain jurisdictions, any securities exchange
on which any of the Notes might be listed or with respect to Notes which are
to be indexed or linked to any foreign currency, composite currency,
commodity, equity index or similar index, no consent, approval, authorization
or other order of any regulatory body, administrative agency or other
governmental body is legally required for the valid issuance and sale of the
Notes. As of the date of each acceptance by the Company of an offer for the
purchase of Notes and as of the date of each delivery of Notes by the
Company, the Company by such acceptance or delivery, as the case may be,
shall be deemed to represent and warrant to the

<PAGE>

Agents that, both immediately before and immediately after giving effect to such
acceptance or delivery, the Company shall be in compliance with the requirements
of any applicable covenants pertaining to its incurrence of unsecured
indebtedness contained in the agreements or instruments referred to in clause
(B) above.

(ix) To the best of the Company's knowledge, the
accountants who have audited and reported upon the financial statements filed
with the Commission as part of the Registration Statement and the Prospectus
are independent accountants as required by the 1933 Act. The historical
financial statements included in the Registration Statement or Prospectus or
incorporated therein by reference fairly present the consolidated financial
position and results of operations of the Company and its subsidiaries at the
respective dates and for the respective periods to which they apply. Such
historical financial statements have been prepared in accordance with
generally accepted accounting principles consistently applied, except as set
forth in the Registration Statement and Prospectus. The unaudited pro forma
financial statements, if any, together with the related notes and any
supporting schedules included or incorporated by reference in the
Registration Statements and the Prospectus, fairly present the information
shown therein and have been compiled on a basis substantially consistent with
the audited financial statements of Disney included or incorporated by
reference in the Registration Statement and the Prospectus; the assumptions
on which such unaudited pro forma financial statements have been prepared are
reasonable; and such unaudited pro forma financial statements have been
prepared, and the pro forma adjustments set forth therein have been applied,
in accordance with the applicable accounting requirements of the 1933 Act and
the 1933 Act Regulations (including, without limitation, Regulations S-X
promulgated by the Commission), and such pro forma adjustments have been
properly applied to the historical amounts in the compilation of such
statements.

(x) The Company has complied with, and is and will be in
compliance with, the provisions of that certain Florida act relating to
disclosure of doing business with Cuba, codified as Section 517.075 of the
Florida statutes, and the rules and regulations thereunder or is exempt
therefrom.

(b) ADDITIONAL CERTIFICATIONS. Any certificate signed by any officer
of the Company and delivered to an Agent or to counsel for the Agents in
connection with an offering of Notes shall be deemed a representation and
warranty by the Company to such Agent as to the matters covered thereby on the
date of such certificate.

SECTION 2. SOLICITATIONS AS AGENTS; PURCHASES AS PRINCIPALS

(a) SOLICITATIONS AS AGENTS. Subject to the terms and conditions
stated herein and subject to the reservation by the Company of the right to
sell Notes directly on its own behalf and to any person, to sell Notes
through others (provided that any other agent will execute an agreement with
the Company which contains substantially the same terms and conditions
contained herein), and to designate and select additional agents to become
party to this Agreement, the Company hereby (i) appoints each Agent as an
agent of the Company for the purpose of soliciting offers to purchase the
Notes from the Company by others and (ii) agrees that whenever the Company
determines to sell Notes directly to an Agent as principal for resale to
others, it will enter into a Terms Agreement relating to such sale in
accordance with the provisions of Section 2(b) hereof. Without the prior
written consent of the Company, the Agents are not authorized to appoint
sub-agents or to engage the services of any other broker or dealer in
connection with the offer or sale of the

<PAGE>

Notes; provided, that without the Company's consent, the Agents may solicit
offers to purchase the Notes from other brokers or dealers. In connection with
the solicitation of offers to purchase Notes, without the prior consent of the
Company, the Agents are not authorized to provide any written information
relating to the Company to any prospective purchaser other than the Prospectus
and the Incorporated Documents. Each Agent will make reasonable efforts to
assist the Company in obtaining performance by each purchaser whose offer to
purchase Notes from the Company has been solicited by such Agent, as agent, and
accepted by the Company, but such Agent shall not have any liability to the
Company in the event any such purchase is not consummated for any reason.

The Company reserves the right, in its sole discretion, to suspend the
solicitation of offers to purchase the Notes through the Agents commencing at
any time for any period of time or permanently. Upon receipt of instructions
from the Company, the Agents will, as soon as possible, suspend the solicitation
of offers to purchase the Notes from the Company until such time as the Company
has advised the Agents that such solicitation may be resumed.

The Company agrees to pay each Agent a commission, which such Agent is
hereby authorized to deduct from the sales proceeds of each Note sold by the
Company as a result of a solicitation made by such Agent, equal to the
applicable percentage of the principal amount of each such Note, as set forth in
Exhibit A hereto. Without the consent of the Company, no Agent, as an agent,
may reallow any portion of the commission payable pursuant hereto to dealers or
purchasers in connection with the offer and sale of any Notes.

As an agent, each Agent is authorized, except during periods of
suspension as provided in this Agreement, to solicit offers to purchase the
Notes. Each Agent shall communicate to the Company, orally or in writing, each
reasonable offer to purchase Notes received by such Agent, as agent. Each Agent
shall have the right in its discretion reasonably exercised to reject any offer
to purchase the Notes received by such Agent which it does not deem reasonable,
and any such rejection shall not be deemed a breach of such Agent's agreements
contained herein. The Company shall have the sole right to accept offers to
purchase the Notes and may reject any such offer in whole or in part, and any
such rejection shall not be deemed to be a breach of any agreement of the
Company contained herein. The purchase price, interest rate, maturity date and
other terms of the Notes agreed upon by the Company shall be set forth in a
pricing supplement to the Prospectus to be prepared following each acceptance by
the Company of an offer for the purchase of Notes (a "Pricing Supplement").
Except as may be otherwise provided in any Pricing Supplement, each Note will be
issued in the denomination of U.S. $1,000 or any amount in excess thereof which
is an integral multiple of U.S. $1,000. All Notes will be sold at 100% of their
principal

<PAGE>

amount unless otherwise agreed to by the Company. Each Agent acknowledges and
agrees that any funds which such Agent receives in respect of a purchase of
Notes, which purchase has been solicited by such Agent, as agent of the Company,
will be received, held and disposed of by such Agent, as agent of the Company,
subject to the right of such Agent to deduct from the sale proceeds the
applicable commission as set forth on Exhibit A hereto.

If requested by a prospective purchaser of Notes denominated in a
currency other than U.S. dollars, the Agent soliciting the offer to purchase
will use its reasonable efforts to arrange for the conversion of U.S. dollars
into such currency to enable the purchaser to pay for such Notes. Such requests
must be made on or before the third business day preceding the date of delivery
of the Notes, or by such other dates as determined by such Agent. Each such
conversion will be made by the relevant Agent on such terms and subject to such
conditions, limitations and charges as such Agent may from time to time
establish in accordance with its regular foreign exchange practice. All costs
of exchange will be borne by purchasers of the Notes.

(b) PURCHASES AS PRINCIPAL. Each sale of Notes to an Agent as
principal shall be made in accordance with the terms contained herein and
pursuant to a separate agreement which will provide for the sale of such Notes
to, and the purchase and any reoffering thereof by, such Agent. Each such
separate agreement (which may be an oral agreement if confirmed within 24 hours
thereafter by an exchange of any standard form of written telecommunication
(including facsimile transmission) between the Agent and the Company) is herein
referred to as a "Terms Agreement." Unless the context otherwise requires, each
reference contained herein to "this Agreement" shall be deemed to include any
applicable Terms Agreement between the Company and the Agent. Each such Terms
Agreement, whether oral (and confirmed in writing, which confirmation may be by
facsimile transmission) or in writing shall be with respect to such information
(as applicable) as is specified in Exhibit B hereto. An Agent's commitment to
purchase Notes pursuant to any Terms Agreement shall be deemed to have been made
on the basis of the representations and warranties of the Company herein
contained and shall be subject to the terms and conditions herein set forth.
The Agents may offer the Notes they have purchased as principal to other
dealers. The Agents may sell Notes to any dealer at a discount and, unless
otherwise specified in the applicable Terms Agreement, such discount allowed to
any dealer will not be in excess of the discount to be received by such Agent
from the Company. Unless otherwise specified in the applicable Terms Agreement,
any Notes sold to an Agent as principal will be purchased by such Agent at a
price equal to 100% of the principal amount thereof less a percentage equal to
the commission applicable to any agency sale of a Note of identical maturity.

<PAGE>

(c) ADMINISTRATIVE PROCEDURES. Administrative procedures with
respect to the sale of Notes shall be agreed upon from time to time by the
Agents and the Company (the "Procedures"). The Procedures initially agreed upon
shall be those set forth in Exhibit C hereto. The Agents and the Company agree
to perform the respective duties and obligations specifically provided to be
performed by the Agents and the Company herein and in the Procedures.

SECTION 3. COVENANTS OF THE COMPANY

The Company covenants with each Agent as follows:

(a) NOTICE OF CERTAIN EVENTS. The Company will notify the Agents
promptly of (i) the designation and selection of additional agents to become
party to this Agreement, (ii) the designation and selection of additional agents
for the sale of Notes pursuant to any agreement other than this Agreement, (iii)
the effectiveness of any post-effective amendment to the Registration Statement
(other than a post-effective amendment relating solely to an offering of debt
securities other than the Notes), (iv) the transmittal to the Commission for
filing of any supplement to the Prospectus (other than a Pricing Supplement or a
supplement relating solely to an offering of securities other than the Notes),
(v) the receipt of any comments from the Commission with respect to the
Registration Statement or the Prospectus (other than any comments relating
solely to an offering of securities other than the Notes), (vi) any request by
the Commission for any amendment to the Registration Statement or any amendment
or supplement to the Prospectus or for additional information (other than any
such request relating solely to an offering of securities other than the Notes)
and (vii) the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any proceedings
for that purpose. The Company will make every reasonable effort to prevent the
issuance of any such stop order and, if any such stop order is issued, to obtain
the lifting thereof at the earliest possible time unless the Company shall, in
its sole discretion, determine that it is not in its best interest to do so.

(b) NOTICE OF CERTAIN PROPOSED FILINGS. At or prior to the filing
thereof, the Company will give the Agents notice of its intention to file any
additional registration statement with respect to the registration of additional
Notes to be covered by this Agreement, any amendment to the Registration
Statement or any amendment or supplement to the Prospectus (other than a Pricing
Supplement or an amendment or supplement relating solely to an offering of debt
securities other than the Notes), whether by the filing of documents pursuant to
the 1934 Act, the 1933 Act or otherwise, and will furnish the Agents with copies
of any such amendment or supplement or other documents promptly after the filing
thereof.

<PAGE>

(c) COPIES OF THE REGISTRATION STATEMENT AND THE PROSPECTUS. The
Company will deliver to the Agents one signed and as many conformed copies of
the Registration Statement (as originally filed) and of each amendment thereto
(including the Incorporated Documents and any exhibits filed therewith or
incorporated by reference therein) as the Agents may reasonably request. The
Company will furnish to the Agents as many copies of the Prospectus (as amended
or supplemented) as the Agents shall reasonably request so long as the Agents
are required to deliver a Prospectus in connection with sales or solicitations
of offers to purchase the Notes.

(d) REVISIONS OF PROSPECTUS -- MATERIAL CHANGES. So long as the
Agents are required to deliver a Prospectus in connection with sales or
solicitations of offers to purchase the Notes, if any event shall occur or
condition exist as a result of which it is necessary, in the opinion of
counsel for the Company, after consultation with counsel for the Agents, to
further amend or supplement the Prospectus in order that the Prospectus will
not include an untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in light of
the circumstances existing at the time it is delivered to a purchaser, not
misleading, or if it shall be necessary, in the opinion of such counsel for
the Company, to amend or supplement the Registration Statement or the
Prospectus in order to comply with the requirements of the 1933 Act or the
1933 Act Regulations, prompt notice shall be given, and confirmed in writing,
to the Agents to cease the solicitation of offers to purchase the Notes in
their capacity as agents and to cease sales of any Notes the Agents may then
own as principal. In addition, if any Agent holds Notes purchased for resale
pursuant to a Terms Agreement and the Company has given notice to the Agents
pursuant to this subsection (d) within 90 days after the date of execution of
such Terms Agreement, the Company will prepare and file as soon as
practicable an amendment or supplement to the Prospectus so that the
Prospectus, as amended or supplemented, will not include any untrue statement
of a material fact or omit to state any material fact necessary in order to
make the statements therein not misleading in light of the circumstances
existing at the time it is delivered to the Agents.

(e) COMPLIANCE WITH 1934 ACT; ACCOUNTANTS' CONSENTS. The Company
will (i) comply, in a timely manner, with all applicable requirements under the
1934 Act relating to the filing with the Commission of the Company's reports
pursuant to Section 13(a), 13(c) or 15(d) of the 1934 Act and, if then
applicable, of the Company's proxy statements pursuant to Section 14 of the 1934
Act and (ii) use its best efforts to obtain the written consent of the Company's
independent accountants as to the incorporation by reference in the Registration
Statement of the audited financial statements reported on by them and contained
in the Company's annual reports on Form 10-K under the 1934 Act.

<PAGE>

(f) EARNINGS STATEMENTS. The Company will make generally
available to its security holders, in each case as soon as practicable but in
any event not later than 15 months after the acceptance by the Company of an
offer to purchase Notes hereunder, a consolidated earnings statement (which
need not be audited) covering the twelve-month period beginning after the
latest of (i) the effective date of the Registration Statement, (ii) the
effective date of the most recent post-effective amendment to the
Registration Statement to become effective prior to the date of such
acceptance and (iii) the date of the Company's most recent annual report on
Form 10-K filed with the Commission prior to the date of such acceptance,
which earnings statement will satisfy the provisions of Section 11(a) of the
1933 Act (and, at the option of the Company, Rule 158 of the 1933 Act
Regulations). Nothing in this Section 3(f) shall require the Company to make
such earnings statement available more frequently than once in any period of
twelve months.

(g) BLUE SKY QUALIFICATIONS. The Company will endeavor, in
cooperation with the Agents, to qualify the Notes for offering and sale under
the applicable securities laws of such states and other jurisdictions of the
United States as the Agents may reasonably designate, and will maintain such
qualifications in effect for as long as may be required for the distribution
of the Notes; PROVIDED, HOWEVER, that the Company will promptly notify the
Agents of any suspension or termination of any such qualifications, and
PROVIDED, FURTHER, that the Company shall not be obligated to register or
qualify as a foreign corporation or take any action which would subject it to
general service of process in any jurisdiction where it is not now so subject.

(h) SUSPENSION OF CERTAIN OBLIGATIONS. The Company shall not be
required to comply with the provisions of subsections (b), (c), (d), (e) or
(g) of this Section 3 during any period from the time the Agents shall have
been notified to suspend the solicitation of offers to purchase the Notes in
their capacity as agents or resales of Notes purchased pursuant to a Terms
Agreement to the time the Company shall determine that the solicitation of
offers to purchase the Notes through any Agent or Agents or resales as
principal of Notes purchased pursuant to a Terms Agreement by any Agent or
Agents should be resumed. Notwithstanding the foregoing, if any Agent holds
Notes purchased for resale pursuant to a Terms Agreement the Company shall
comply with the provisions of subsections (b), (c), (d), (e) and (g) of this
Section 3 during the 90 day period from and including the date of execution
of such Terms Agreement; PROVIDED, HOWEVER, that the Company shall have the
right, in its reasonable business judgment, to suspend such compliance during
such 90 day period for an aggregate of up to 45 days, in which event such 90
day period shall be extended by the greater of (i) the number of days
included in any such period of suspension and (ii) 30 days.

<PAGE>

SECTION 4. PAYMENT OF EXPENSES

The Company will pay all expenses incident to the performance of its
obligations under this Agreement, including:

(a) The preparation and filing of the Registration
Statement and all amendments thereto and the Prospectus and any
amendments or supplements thereto and all Incorporated Documents;

(b) The preparation, filing and printing of this Agreement;

(d) The fees and disbursements of the Trustee and its
counsel, of any calculation agent or exchange rate agent and of The
Depository Trust Company;

(e) The reasonable fees and disbursements of counsel to
the Agents incurred in connection with the execution and delivery of
this Agreement and in connection with the review of subsequent
deliveries pursuant to this Agreement;

(f) The qualification of the Notes under securities laws in
accordance with the provisions of Section 3(g) hereof, including
filing fees and the reasonable fees and disbursements of counsel to
the Agents in connection therewith and in connection with the
preparation of any Blue Sky survey;

(g) The printing and delivery to the Agents in quantities
as hereinabove stated of copies of the Registration Statement and any
amendments thereto, and of the Prospectus and any amendments or
supplements thereto, and the delivery by the Agents of the Prospectus
and any amendments or supplements thereto in connection with
solicitations of offers to purchase, or confirmations of sales of, the
Notes;

<PAGE>

(h) Any fees charged by rating agencies for the rating of
the Notes;

(i) Any advertising and other out-of-pocket expenses of the
Agents incurred with the prior written approval of the Company; and

(j) Reasonable fees and disbursements in connection with
the subsequent delivery of legal opinions pursuant to Section 6(b)
hereof.

SECTION 5. CONDITIONS OF OBLIGATIONS

The obligations of any Agent to solicit offers to purchase the Notes
as agent of the Company and the obligations of any Agent to purchase Notes
pursuant to any Terms Agreement will be subject at all times to the accuracy, as
of the applicable Representation Date, of the representations and warranties on
the part of the Company herein and to the accuracy, as of the date made, of the
statements of the Company's officers made in any certificate furnished pursuant
to the provisions hereof, to the performance and observance by the Company of
all covenants and agreements herein contained on its part to be performed and
observed, and to the following additional conditions precedent:

(a) OPINION OF COUNSEL TO COMPANY. On the date hereof, the Agents
shall have received an opinion from Skadden, Arps, Slate, Meagher & Flom LLP,
counsel to the Company, dated as of the date hereof and in form and substance
satisfactory to counsel for the Agents to the effect that:

(i) The Company and each of the Significant Subsidiaries is
a corporation validly existing and in good standing under the laws of
its state of incorporation.

(ii) The Company has full corporate power and corporate
authority to enter into and perform its obligations under this
Agreement and the Indenture, to borrow money as contemplated in this
Agreement and the Indenture, and to issue, sell and deliver the Notes.

(iii) This Agreement has been duly authorized, executed and
delivered by the Company.

<PAGE>

(iv) The Indenture has been duly authorized, executed and
delivered by the Company and is a valid and binding agreement of the
Company enforceable against the Company in accordance with its terms,
except to the extent that (x) enforcement thereof may be limited by
(A) bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to or affecting
creditors' rights generally and (B) general principles of equity
(regardless of whether enforcement is considered in a proceeding in
equity or at law) and (y) counsel may state that no opinion is
expressed with respect to the enforceability or effect of the waiver
contained in Section 6.12 of the Indenture.

(v) No Governmental Approval is required in connection with
the issuance or sale of the Notes other than registration thereof
under the 1933 Act, qualification of the Indenture under the 1939 Act,
and such registrations or qualifications as may be necessary under the
securities or Blue Sky laws of the various United States jurisdictions
in which the Notes are to be offered or sold.

(vi) The Notes, when executed and authenticated in
accordance with the terms of the Indenture and delivered to and paid
for by the purchasers thereof in accordance with the terms of the
Distribution Agreement, will be valid and binding obligations of the
Company entitled to the benefits of the Indenture and enforceable
against the Company in accordance with their terms, except that (x)
the enforcement thereof may be limited by (A) bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in
effect relating to or affecting creditors' rights generally and (B)
general principles of equity (regardless of whether enforceability is
considered in a proceeding in equity or at law) and (y) counsel may
state that no opinion is expressed with respect to the enforceability
or effect of the waiver contained in Section 6.12 of the Indenture.

(vii) The Registration Statement has become effective under
the 1933 Act and the Indenture has been qualified under the 1939 Act,
and, to the best of such counsel's knowledge, no stop order suspending
the effectiveness of the Registration Statement has been issued and no
proceedings for that purpose have been instituted or are pending or
contemplated.

<PAGE>

(viii) The execution and delivery of this Agreement and the
Indenture by the Company, the issuance and sale of the Notes and the
fulfillment of this Agreement and the Indenture by the Company will
not conflict with or constitute a breach of or a default (with the
passage of time or otherwise) under (A) the Restated Certificate of
Incorporation or Bylaws, as amended, of the Company, (B) any
Applicable Laws or (C) any judgment, decree or order, known to such
counsel, of any court or Governmental Authority entered in any
proceeding to which the Company was or is now a party or by which it
is bound; provided, that such counsel may state that no opinion is
expressed as to the securities or Blue Sky laws of the various
jurisdictions in which the Notes are to be offered.

(ix) The Registration Statement, as of its effective
date, and the Prospectus, as of its date, appeared on their face to
be appropriately responsive in all material respects to the
requirements of the 1933 Act Regulations, except that in each case
(A) such counsel need not express an opinion as to (i) the
Incorporated Documents, (ii) the financial statements, schedules
and other financial data included or incorporated by reference
therein or excluded therefrom or (iii) the exhibits to the
Registration Statement, including the Form T-1 and (B) such counsel
need not assume any responsibility for the accuracy, completeness
or fairness of the statements contained in the Registration
Statement and the Prospectus except as specifically set forth in
paragraph (x) below.

(x) The statements in the Prospectus under the captions
"Description of the Debt Securities" and "Description of the Notes,"
insofar as they purport to summarize certain provisions of documents
specifically referred to therein, are in all material respects
accurate summaries of such provisions.

In rendering the opinions set forth above, such counsel may state that
(1) with respect to paragraphs (iv) and (vi), such enforcement may be limited by
(i) requirements that a claim with respect to any Notes denominated other than
in United States dollars (or a judgment denominated other than in United States
dollars in respect of such claim) be converted into United States dollars at a
rate of exchange prevailing on a date determined pursuant to applicable law and
(ii) governmental authority to limit, delay or prohibit the making of payments
outside the United States or in foreign currency or composite currency; and (2)
with respect to paragraphs (iv), (v),(vi) and (viii), no opinion is expressed
thereto with

<PAGE>

respect to any Notes that are to be indexed or linked to any foreign currency or
composite currency, commodity, equity index or similar index.

In rendering the opinion set forth in paragraph (v) and clause (B)
and (C) of paragraph (viii) above, the term "Applicable Laws" shall mean the
Delaware General Corporation Law and those laws, rules and regulations of the
States of California and New York and of the United States of America which,
in such counsel's experience, are normally applicable to transactions of the
type contemplated by this Agreement, the term "Governmental Authority" shall
mean any California, New York, Delaware or federal executive, legislative,
judicial, administrative or regulatory body and the term "Governmental
Approval" shall mean any consent, approval, license, authorization or
validation of, or filing, recording or registration with, any Governmental
Authority pursuant to Applicable Laws.

In addition, such counsel shall state that they have participated in
conferences with officers and other representatives of the Company, counsel
employed by the Company, representatives of the independent accountants for the
Company, representatives of the Agents and counsel for the Agents, at which
conferences the contents of the Registration Statement and Prospectus and
related matters were discussed and, although such counsel is not passing upon,
and does not assume any responsibility for, the accuracy, completeness or
fairness of the statements contained in the Registration Statement or the
Prospectus, other than to the extent covered by paragraph (x) above, and have
not made any independent check or verification thereof, on the basis of the
foregoing, no facts have come to such counsel's attention that lead them to
believe that either the Registration Statement (excluding the Incorporated
Documents) at the time such Registration Statement became effective contained an
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein not misleading,
or the Prospectus (excluding the Incorporated Documents) as of the date of this
Agreement (and, if the opinion is being given pursuant to Section 6(b) hereof as
a result of the Company having entered into a Terms Agreement, as of the
Settlement Date with respect to such Terms Agreement) contained an untrue
statement of a material fact or omitted to state a material fact necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading, except that such counsel need express no opinion with
respect to (i) the Incorporated Documents, (ii) the financial statements,
schedules and other financial data included or incorporated by reference therein
or excluded therefrom or (iii) the exhibits to the Registration Statement,
including the Form T-1.

(b) OPINION OF COUNSEL EMPLOYED BY COMPANY. On the date hereof, the
Agents shall have received an opinion from David K. Thompson, Senior Vice
President-Assistant General Counsel or from other counsel employed

<PAGE>

by the Company (provided that such counsel is at least a Vice President of the
Company), dated as of the date hereof and in form and substance satisfactory to
counsel for the Agents, to the effect that:

(i) Except as set forth in the Prospectus (including the
Incorporated Documents), there is not pending or, to the best of such
counsel's knowledge, after reasonable inquiry, threatened any action,
suit or proceeding against the Company or any of its subsidiaries
before or by any court or governmental agency or body, which is likely
(to the extent not covered by insurance) to have a material adverse
effect on the consolidated financial condition or earnings of the
Company and its subsidiaries, considered as one enterprise.

(ii) To the best of such counsel's knowledge, after
reasonable inquiry, there is no contract or document of a character
required to be described in the Registration Statement or the
Prospectus or to be filed as an exhibit to the Registration Statement
which is not described or filed as required.

(iii) To the best of such counsel's knowledge, after
reasonable inquiry, the Company is not in violation of its Restated
Certificate of Incorporation or Bylaws, as amended.

(iv) To the best of such counsel's knowledge, after
reasonable inquiry, (x) the execution and delivery and (y) the
performance of this Agreement and the Indenture will not conflict
with or constitute a breach of, or default (with the passage of
time or otherwise) under, any material contract, indenture,
mortgage, loan agreement, note, lease or other instrument to which
the Company is a party or by which it may be bound, or to which any
of the property or assets of the Company or any of its subsidiaries
is subject.

(v) The Incorporated Documents, as of the date of this
Agreement, comply as to form in all material respects with the
requirements of the 1934 Act, except that in each case such counsel
need not express an opinion as to the financial statements, schedules
and other financial data included or incorporated by reference therein
or excluded therefrom.

In addition, such counsel shall state that nothing has come to such
counsel's attention that leads him to believe that either the Registration
Statement (including the Incorporated Documents) at the time such Registration
Statement

<PAGE>

became effective contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading, or the Prospectus (including the Incorporated
Documents) as of the date of this Agreement (and, if the opinion is being given
pursuant to Section 6(b) hereof as a result of the Company having entered into a
Terms Agreement, as of the Settlement Date with respect to such Terms Agreement)
contained an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, except
that such counsel need express no opinion with respect to the financial
statements, schedules and other financial data included or incorporated by
reference therein or excluded therefrom or the exhibits to the Registration
Statement, including the Form T-1.

(c) OPINION OF AGENTS' COUNSEL. On the date hereof, the Agents
shall have received an opinion from counsel to the Agents, dated as of the
date hereof and in form and substance satisfactory to the Agents.

(d) OFFICER'S CERTIFICATE. On the date hereof (and, if this
certificate is being delivered pursuant to a Terms Agreement, as of the
Settlement Date with respect to such Terms Agreement), the Agents shall have
received a certificate signed by an officer of the Company, substantially in the
form of Appendix I hereto and dated the date hereof, to the effect that (i) the
representations and warranties of the Company contained in Section 1(a) hereof
(other than Section 1(a)(vii)) are true and correct in all material respects
with the same force and effect as though expressly made at and as of the date of
such certificate, (ii) the Company has complied with all agreements and
satisfied all conditions required by this Agreement or the Indenture on its part
to be performed or satisfied at or prior to the date of such certificate, and
(iii) no stop order suspending the effectiveness of the Registration Statement
has been issued and no proceedings for that purpose have been initiated or, to
the best of such officer's knowledge, threatened by the Commission. The
officer's certificate shall further state that except as contemplated in the
Prospectus or reflected therein by the filing of any amendment or supplement
thereto or any Incorporated Document, at the date hereof and at each Settlement
Date with respect to any Terms Agreement, there has not been, since the date of
the most recent consolidated financial statements included or incorporated by
reference in the Prospectus, any material adverse change in the consolidated
financial condition or earnings of the Company and its subsidiaries, considered
as one enterprise.

(e) COMFORT LETTER. On the date hereof, the Agents shall have
received a letter from the Company's independent certified public accountants,

<PAGE>

dated as of the date hereof and in form and substance satisfactory to the
Agents, to the effect that:

(i) They are independent public accountants with respect to
the Company and its subsidiaries within the meaning of the 1933 Act
and the 1933 Act Regulations.

(ii) In their opinion, the consolidated financial statements
and supporting schedule(s) of the Company and its subsidiaries audited
and reported upon by them and incorporated by reference in the
Registration Statement comply as to form in all material respects with
the applicable accounting requirements of the 1933 Act and the 1933
Act Regulations with respect to registration statements on Form S-3
and the 1934 Act and the published rules and regulations thereunder.

(iii) They have performed specified procedures, not
constituting an audit, including a reading of the latest available
interim consolidated financial statements of the Company, a reading of
the minute books of the Company since the end of the most recent
fiscal year with respect to which an audit report has been issued,
inquiries of and discussions with certain officials of the Company and
certain of its subsidiaries responsible for financial and accounting
matters with respect to the latest available interim unaudited
consolidated financial statements of the Company, and such other
inquiries and procedures as may be specified in such letter, and on
the basis of such inquiries and procedures nothing came to their
attention that caused them to believe that: (A) the latest available
unaudited consolidated financial statements of the Company were not
fairly presented in conformity with generally accepted accounting
principles in the United States applied on a basis substantially
consistent with that of the audited financial statements incorporated
by reference therein, or (B) at a specified date not more than five
days prior to the date of such letter, there was any change in the
outstanding capital stock of the Company or any increase in
consolidated long-term debt of the Company or any decrease in the
stockholders' equity of the Company, in each case as compared with
the amounts shown on the most recent consolidated balance sheet of
the Company incorporated by reference in the Registration Statement
and Prospectus or, during the period from the date of such balance
sheet to a specified date not more than five days prior to the date
of such letter, there were any decreases, as compared with the
corresponding period in the preceding year, in consolidated
revenues or net income of the Company, except in each such case as
set forth in or contemplated by the Registration Statement and
Prospectus or except for such exceptions enumerated in such letter
as shall have been agreed to by the Agents and the Company.

(iv) In addition to the examination referred to in their
report included or incorporated by reference in the Registration
Statement and the Prospectus, and the limited procedures referred to
in clause (iii) above, they have carried out certain other specified
procedures, not constituting an audit, with respect to certain
financial information which is included or incorporated by reference
in the Registration Statement and Prospectus, which would normally be
covered under auditing procedures and which are specified by the
Agents, and have found such financial information to be in

<PAGE>

agreement with the relevant accounting, financial and other records of
the Company identified in such letter.

(f) OTHER DOCUMENTS. On the date hereof and on each Settlement Date
with respect to any applicable Terms Agreement, counsel to the Agents shall have
been furnished with such documents and opinions as such counsel may reasonably
require for the purpose of enabling such counsel to pass upon the issuance and
sale of Notes as herein contemplated and related proceedings, or in order to
evidence the accuracy and completeness of any of the representations and
warranties or the fulfillment of any of the conditions herein contained.

If any condition specified in this Section 5 shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be terminated
by any of the Agents (as to itself only) and any Terms Agreement may be
terminated by the Agent party to such Terms Agreement by notice to the Company
at any time and any such termination shall be without liability of any party to
any other party, except that the covenants set forth in Section 3(f) hereof, the
provisions of Section 4 hereof, the indemnity and contribution agreement set
forth in Sections 7 and 8 hereof, and the provisions of Sections 9 and 13 hereof
shall remain in effect.

SECTION 6. SUBSEQUENT DOCUMENTATION REQUIREMENT OF THE COMPANY

The Company covenants and agrees that so long as Notes are authorized
for sale pursuant to this Agreement and unless the sale of Notes has been
suspended as provided in this Agreement:

(a) SUBSEQUENT DELIVERY OF CERTIFICATES. Each time that the
Registration Statement or the Prospectus shall be amended or supplemented
(other than by (i) a Pricing Supplement or an amendment or other supplement
providing solely for a change in the interest rates of the Notes or changes
in other terms of the Notes or (ii) an amendment or supplement which relates
exclusively to an offering of securities other than the Notes) or there is
filed with the Commission any document (other than a Current Report on Form
8-K unless delivery of a certificate is reasonably requested by the Agents
with respect to such filing) incorporated by reference into the Prospectus or
the Company sells Notes to an Agent pursuant to a Terms Agreement, the terms
of which so require, the Company shall use its best efforts to furnish or
cause to be furnished to the Agents or to the Agent party to the Terms
Agreement, as the case may be, promptly following such amendment, supplement
or filing or on the Settlement Date with respect to such Terms Agreement, as
the case may be, a certificate in form satisfactory to counsel for the Agents
to the effect that the statements contained in the certificate referred to in
Section 5(d) hereof, which was last furnished to the Agents, are true and
correct at the time of such amendment, supplement, filing or sale, as the
case may be, as

<PAGE>

though made at and as of such time (except that such statements shall be deemed
to relate to the Registration Statement and the Prospectus as amended and
supplemented to such time) or, in lieu of such certificate, a certificate of the
same tenor as the certificate referred to in said Section 5(d), modified as
necessary to relate to the Registration Statement and the Prospectus as amended
and supplemented to the time of delivery of such certificate; PROVIDED, HOWEVER,
that in the case of any such amendment or supplement that relates to Notes which
are indexed or linked to any foreign currency, composite currency, commodity,
equity index or similar index, such certificate shall state that, for purposes
of such certificate, the phrase "or with respect to Notes which are to be
indexed or linked to any currency, composite currency, commodity, equity index
or similar index" appearing in the second sentence of Section 1(a)(viii) hereof
shall be deemed not to apply with respect to such Notes.

(b) SUBSEQUENT DELIVERY OF LEGAL OPINIONS. Each time that the
Registration Statement or the Prospectus shall be amended or supplemented (other
than by (i) a Pricing Supplement or an amendment or other supplement providing
solely for a change in the interest rates of the Notes or changes in other terms
of the Notes or (ii) an amendment or supplement providing primarily for the
inclusion of additional financial information, or (iii) an amendment or
supplement which relates exclusively to an offering of securities other than the
Notes) or there is filed with the Commission any document incorporated by
reference into the Prospectus (other than any Annual Report on Form 10-K,
Current Report on Form 8-K or Quarterly Report on Form 10-Q relating primarily
to financial statements or other financial information as of and for any fiscal
quarter) or the Company sells Notes to an Agent pursuant to a Terms Agreement,
the terms of which so require, the Company shall use its best efforts to furnish
or cause to be furnished promptly following such amendment, supplement or filing
or on the Settlement Date with respect to such Terms Agreement, as the case may
be, to the Agents or to the Agent party to the Terms Agreement, as the case may
be (with a copy to counsel to the Agents or counsel to such Agent, as the case
may be), letters substantially in the form of Appendix II hereto (modified, as
necessary, in the case of a Terms Agreement) from the counsel last furnishing
the opinions referred to in Sections 5(a) and 5(b) hereof or, in lieu of such
letters, letters from other counsel reasonably satisfactory to the Agents
(which, in the case of the opinions referred to in such Section 5(b), shall
include David K. Thompson, Senior Vice President - Assistant General Counsel of
the Company), dated the date of delivery of such letter and in form satisfactory
to counsel for the Agents, of the same tenor as the opinions referred to in
Sections 5(a) and 5(b) (other than, in the case of the opinion delivered
pursuant to Section 5(b) hereof, the matters covered by Sections 5(b)(i) and
5(b)(iv)(x)) hereof, but modified, as necessary, to relate to the Registration
Statement and the Prospectus as amended and supplemented to the time of delivery
of such opinion; PROVIDED, HOWEVER, that (i) in the case of any such amendment
or

<PAGE>

supplement that relates to Notes which are indexed or linked to any foreign
currency, composite currency, commodity, equity index or similar index, the
opinions referred to in Section 5(a) hereof shall not include the exceptions
set forth in such Section 5(a) as to Notes which are to be indexed or linked
to any foreign currency, composite currency, commodity, equity index or
similar index and (ii) if reasonably requested by the Agents, the counsel
delivering such opinion shall expand the opinion rendered pursuant to Section
5(a)(i) to include any other subsidiary of the Company that, as a result of
actions or events occurring after the date of this Agreement is of
substantially similar materiality to the Company, on a consolidated basis, as
each of the Significant Subsidiaries are as of the date of this Agreement.
The Company shall use its best efforts to furnish or cause to be furnished to
the Agents, promptly following each filing by the Company of a Quarterly
Report on Form 10-Q or an Annual Report on Form 10-K, a letter from the
counsel last furnishing the opinion referred to in Section 5(b) hereof, or
from other counsel reasonably satisfactory to the Agents, dated the date of
delivery of such letter and in form satisfactory to counsel for the Agents,
of the same tenor as the opinion referred to in Section 5(b)(i) hereof, but
modified, as necessary, to relate to the Registration Statement and
Prospectus as amended and supplemented to the time of delivery of such letter.

(c) SUBSEQUENT DELIVERY OF COMFORT LETTERS. Each time that the
Registration Statement or the Prospectus shall be amended or supplemented to
include additional financial information or there is filed with the
Commission any document incorporated by reference into the Prospectus which
contains additional financial statement information relating to the Company
or the Company sells Notes pursuant to a Terms Agreement, the terms of which
so require, the Company shall use its best efforts to cause the Company's
independent public accountants promptly following such amendment, supplement
or filing or on the Settlement Date with respect to such Terms Agreement, as
the case may be, to furnish the Agents or to the Agent party to the Terms
Agreement, as the case may be, a letter, dated the date of filing of such
amendment, supplement or document with the Commission, or such Settlement
Date, as the case may be, in form satisfactory to counsel for the Agents (or
such Agent), of the same tenor as the portions of the letter referred to in
clauses (i) and (ii) of Section 5(e) hereof but modified, as necessary, to
relate to the Registration Statement and Prospectus, as amended and
supplemented to the date of such letter, and of the same general tenor as the
portions of the letter referred to in clause (iii) (other than the
information required by clause (B) thereof, except in the case of a Terms
Agreement, the terms of which so require) and clause (iv) of said Section
5(e) with such changes as may be necessary to reflect changes in the
financial statements and other information derived from the accounting
records of the Company; PROVIDED, HOWEVER, that if the Registration Statement
or the Prospectus is amended or supplemented primarily to include financial
information as of and for a fiscal quarter, the Company's independent
certified public accountants may

<PAGE>

limit the scope of such letter to the unaudited financial statements included in
such amendment or supplement.

SECTION 7. INDEMNIFICATION

(a) INDEMNIFICATION OF THE AGENTS. The Company agrees to indemnify
and hold harmless each Agent and each person, if any, who controls an Agent
within the meaning of Section 15 of the 1933 Act as follows:

(i) against any and all loss, liability, claim, damage and
expense whatsoever (including, subject to the limitations set forth in
subsection (c) below, the reasonable fees and disbursements of counsel
chosen by the Agents), as incurred, insofar as such loss, liability,
claim, damage or expense arises out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration
Statement or the omission or alleged omission therefrom of a material
fact required to be stated therein or necessary to make the statements
therein not misleading, or arises out of any untrue statement or
alleged untrue statement of a material fact contained in the
Prospectus or the omission or alleged omission therefrom of a material
fact necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading;

(ii) against any and all loss, liability, claim, damage and
expense whatsoever (including, subject to the limitations set forth in
subsection (c) below, the reasonable fees and disbursements of counsel
chosen by the Agents), as incurred, to the extent of the aggregate
amount paid in settlement of any litigation, or investigation or
proceeding by any governmental agency or body, commenced or
threatened, or of any claim whatsoever insofar as such loss,
liability, claim, damage or expense arises out of any such untrue
statement or omission, or any such alleged untrue statement or
omission, if such settlement is effected with the written consent of
the Company; and

(iii) against any and all expense whatsoever (including,
subject to the limitations set forth in subsection (c) below, the
reasonable fees and disbursements of counsel chosen by the Agents), as
incurred, reasonably incurred in investigating, preparing or defending
against any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened, or any

<PAGE>

claim whatsoever, based upon any such untrue statement or omission, or
any such alleged untrue statement or omission;

PROVIDED, HOWEVER, that this indemnity shall not apply to any loss,
liability, claim, damage or expense (A) to the extent arising out of or based
upon any untrue statement or omission or alleged untrue statement or omission
made in reliance upon the Form T-1; or (B) to the extent arising out of any
untrue statement or omission or alleged untrue statement or omission in the
Prospectus if such untrue statement or alleged untrue statement or omission
or alleged omission is corrected in all material respects in an amendment or
supplement to the Prospectus and if, having previously been furnished by or
on behalf of the Company with copies of the Prospectus, as so amended or
supplemented, such Agent thereafter failed to deliver such Prospectus, as so
amended or supplemented, prior to or concurrently with the sale of a Note or
Notes to the person asserting such loss, liability, claim, damage or expense
who purchased such Note or Notes which are the subject thereof from such
Agent; or (C) as to which such Agent may be required to indemnify the Company
pursuant to the provisions of subsection (b) of this Section 7.

(b) INDEMNIFICATION OF THE COMPANY. Each Agent agrees to
indemnify and hold harmless the Company, its directors, each of its officers
who signed the Registration Statement, and each person, if any, who controls
the Company within the meaning of Section 15 of the 1933 Act against any and
all loss, liability, claim, damage and expense described in the indemnity
contained in subsection (a) of this Section 7, as incurred, but only with
respect to untrue statements or omissions, or alleged untrue statements or
omissions, made in the Registration Statement or the Prospectus in reliance
upon and in conformity with written information furnished to the Company by
or on behalf of such Agent expressly for use in the Registration Statement or
the Prospectus.

(i) In case any action, suit or proceeding (including any
governmental or regulatory investigation or proceeding) shall be
brought against any Agent or any person controlling such Agent,
based upon the Registration Statement or the Prospectus and with
respect to which indemnity may be sought against the Company
pursuant to this Section 7, such Agent or controlling person shall
promptly notify the Company in writing, and the Company shall
assume the defense thereof, including the employment of counsel
(such counsel to be reasonably acceptable to such Agent) and
payment of all expenses. Any such Agent or any such controlling
person shall have the right to employ separate counsel in any such
action, suit or proceeding and to participate in the defense
thereof, but the fees and expenses of such separate counsel shall
be at the expense of such Agent or such controlling person unless
(A) the employment of such counsel shall have been specifically
authorized in writing by the Company,

<PAGE>

(B) the Company shall have failed to assume the defense and employ
counsel or (C) the named parties to any such action, suit or
proceeding (including any impleaded parties) shall include both
such Agent or such controlling person and the Company, and such
Agent or such controlling person shall have been advised by counsel
that there may be one or more legal defenses available to it which
are different from, or additional to, those available to the
Company (in which case, if such Agent or such controlling person
notifies the Company in writing that it elects to employ separate
counsel at the expense of the Company, the Company shall not have
the right to assume the defense of such action, suit or proceeding
on behalf of such Agent or such controlling person, it being
understood, however, that the Company shall not, in connection with
any one such action or separate but substantially similar or
related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the reasonable
fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) for all such Agents and such
controlling persons, which firm shall be designated in writing by a
majority of all such Agents, on behalf of all of such Agents and
such controlling persons).

(ii) In case any action, suit or proceeding (including
any governmental or regulatory investigation or proceeding) shall
be brought against the Company, any of the Company's directors or
officers, or any person controlling the Company, with respect to
which indemnity may be sought against any Agent pursuant to this
Section 7, such Agent shall have the rights and duties given to the
Company by subsection (c)(i) of this Section 7, and the Company,
the Company's directors and officers and any such controlling
person shall have the rights and duties given to the Agents by
subsection (c)(i) of this Section 7.

SECTION 8. CONTRIBUTION

In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for in Section 7 hereof
is for any reason held to be unenforceable with respect to the indemnified
parties although applicable in accordance with its terms, the Company and each
Agent shall contribute to the aggregate losses, liabilities, claims, damages and
expenses of the nature contemplated by said indemnity agreement incurred by the
Company and the Agents, as incurred, in such proportion as is appropriate to
reflect the relative benefits received by the Company on the one hand and each
of the Agents participating in the offering that gave rise to such losses,
liabilities, claims, damages and expenses (a "Relevant Agent") on the other hand
from the offering of such Notes. If however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law or if the
indemnified party failed to give the notice required pursuant to Section 7(c)
hereof or pursuant to the last sentence of this Section 8, then the Company and
each Agent shall contribute to

<PAGE>

such aggregate losses, liabilities, claims, damages and expenses incurred by the
Company and the Agents, as incurred, in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Company on the one hand and each Relevant Agent on the other in connection with
the statements or omissions which resulted in such losses, liabilities, claims,
damages or expenses, as well as any other relevant equitable considerations.
The relative benefits received by the Company on the one hand and each Relevant
Agent on the other hand in connection with the offering of such Notes shall be
deemed to be in the same proportion as the total net proceeds from the sale of
such Notes by such Relevant Agent received by the Company (before deducting
expenses) bear to the total commissions or other compensation or remuneration
received by such Relevant Agent in respect thereof. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or such Relevant
Agent and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. If more than one
Agent is a Relevant Agent in respect of a proceeding, each Relevant Agent's
obligation to contribute pursuant to this Section 8 shall be several and not
joint, and shall be in the proportion that the principal amount of the Notes
that are the subject of such proceeding and that were offered and sold through
such Relevant Agent bears to the aggregate principal amount of the Notes that
are the subject of such proceeding. Notwithstanding the provisions of this
Section 8, no Agent shall be required to contribute any amount in excess of the
amount by which the total price at which the Notes purchased by or through it
were sold exceeds the amount of any damages which such Agent has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation. For
purposes of this Section 8, each person, if any, who controls an Agent within
the meaning of Section 15 of the 1933 Act shall have the same rights to
contribution as such Agent, and each director of the Company, each officer of
the Company who signed the Registration Statement, and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act shall have
the same rights to contribution as the Company. Any party entitled to
contribution pursuant to the first sentence of this Section 8 will, promptly
after receipt of notice of commencement of any action, suit or proceeding
against such party in respect of which a claim for contribution may be made
against another party or parties under this Section 8, notify such party or
parties from whom contribution may be sought, but the omission to so notify such
party or parties shall not relieve the party or parties from whom contribution
may be sought, from any other obligation it or they may have otherwise than
under this Section 8; PROVIDED, HOWEVER, that such notice need not be given if
such party entitled to

<PAGE>

contribution hereunder has previously given notice pursuant to Section 7(c)
hereof with respect to the same action, suit or proceeding.

SECTION 9. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY

All representations, warranties and agreements contained in this
Agreement or any Terms Agreement, or contained in certificates of officers of
the Company submitted pursuant hereto, shall remain operative and in full force
and effect, regardless of any investigation made by or on behalf of any Agent or
any controlling person as defined in Section 15 of the 1933 Act of any Agent, or
by or on behalf of the Company, and shall survive each delivery of and payment
for any of the Notes.

SECTION 10. TERMINATION

(a) TERMINATION OF THIS AGREEMENT. This Agreement (excluding any
Terms Agreement) may be terminated by the Company (i) for any reason at any time
with respect to any Agent or Agents upon the giving of 2 business days' written
notice of such termination to each other party hereto or (ii) at any time upon
notice to each other party hereto if no Notes then remain authorized for sale
pursuant hereto. This Agreement may be terminated by any Agent (as to itself
only) either (x) upon the giving of 2 business days' written notice of such
termination to each other party hereto or (y) at any time upon notice to the
Company if the Company shall have failed to furnish or cause to be furnished the
certificates, opinions or letters referred to in Section 5 or 6 hereof or if no
Notes then remain authorized for sale pursuant hereto.

(b) TERMINATION OF A TERMS AGREEMENT. An Agent party to a Terms
Agreement may terminate such Terms Agreement (as to itself only) immediately
upon notice to the Company, at any time prior to the Settlement Date relating
thereto if (i) there has been, between the date of such Terms Agreement and the
related Settlement Date, any material adverse change in the consolidated
financial condition or earnings of the Company and its subsidiaries,
considered as one enterprise, (ii) there has occurred any material adverse
change in the financial markets in the United States or any outbreak or
escalation of hostilities or other calamity or crisis, the effect of which is
such as to make it, in the reasonable judgment of such Agent, impracticable
to market the Notes or to enforce contracts for the sale of the Notes, (iii)
trading in any securities of the Company has been suspended (other than
pursuant to a request by the Company with respect to an announcement by the
Company of certain information not constituting a material adverse change,
since the date of such Terms Agreement,

<PAGE>

in the consolidated financial condition or earnings of the Company and its
subsidiaries, considered as one enterprise), the effect of which is such as
to make it, in the reasonable judgment of such Agent, impracticable to market
the Notes or to enforce contracts for the sale of the Notes, (iv) trading
generally on the New York Stock Exchange has been suspended, or minimum or
maximum prices for trading have been fixed, or maximum ranges for prices for
securities shall have been required, by such exchange or by order of the
Commission or any other governmental authority, or if a banking moratorium
has been declared by either Federal or New York authorities or if a banking
moratorium has been declared by the relevant authorities in the country or
countries of origin of any foreign currency or currencies in which the Notes
are denominated or payable or (v) after the date of such Terms Agreement the
rating assigned by any nationally recognized securities rating agency to any
debt securities of the Company as of the date of such Terms Agreement shall
have been lowered or any such rating agency shall have publicly announced
that it has placed any debt securities of the Company on what is commonly
termed a "watch list" with negative implications.

(c) GENERAL. In the event of any such termination, no party will
have any liability to any other party hereto, except that (i) a terminating
Agent shall be entitled to any commissions earned in accordance with the
third paragraph of Section 2(a) hereof, (ii) if at the time of termination
(A) a terminating Agent and the Company shall have entered into a Terms
Agreement and the Settlement Date with respect thereto shall not yet have
occurred or (B) an offer to purchase any of the Notes has been accepted by
the Company but the time of delivery to the purchaser or his agent of the
Note or Notes relating thereto has not occurred, the covenants set forth in
Sections 3 (subject to the provisions of Section 3(h)) and 6 hereof shall
remain in effect until such Settlement Date or until such Notes are so
delivered, as the case may be, and (iii) the covenant set forth in Section
3(f) hereof, the provisions of Section 4 hereof, the indemnity and
contribution agreements set forth in Sections 7 and 8 hereof, and the
provisions of Sections 9 and 13 hereof shall remain in effect.

<PAGE>

SECTION 11. NOTICES

All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given if mailed or transmitted by any standard
form of telecommunication. Notices to the Agents shall be directed, as the case
may be, to: [ ]
Notices to the Company shall be directed to it at:

500 South Buena Vista Street
Burbank, California 91521
Attention: Legal Department

SECTION 12. PARTIES

This Agreement shall inure to the benefit of and be binding upon the
Agents (and, in the case of a Terms Agreement, the Agent or Agents party
thereto) and the Company and their respective successors. Nothing expressed or
mentioned in this Agreement is intended or shall be construed to give any
person, firm or corporation, other than the parties hereto and their respective
successors and the controlling persons and officers and directors referred to in
Sections 7 and 8 hereof and their heirs and legal representatives, any legal or
equitable right, remedy or claim under or in respect of this Agreement or any
provisions herein contained. This Agreement and all conditions and provisions
hereof are intended to be for the sole and exclusive benefit of the parties
hereto and their respective successors and said controlling persons and officers
and directors and their heirs and legal representatives, and for the benefit of
no other person, firm or corporation. No purchaser of Notes shall be deemed to
be a successor by reason merely of such purchase.

SECTION 13. GOVERNING LAWS

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES CREATED
HEREBY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, INCLUDING WITHOUT LIMITATION, Sections 5-1401, 5-1402 AND
NYCPLR 327(b).

<PAGE>

If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument along with all counterparts will become a binding agreement
between the Agents and the Company in accordance with its terms.

Very truly yours,

THE WALT DISNEY COMPANY

By
-------------------------------
Name:
Title:

CONFIRMED AND ACCEPTED,
as of the date first above written:
[ ]

By
---------------------------------
Name:
Title:

<PAGE>

EXHIBIT A

<TABLE>
<CAPTION>
Commission
Term (1) Rate (2)
- -------- --------
<S> <C>
More than 9 months but less than 1 year. . . . . . . . . . . . . . . .
From 1 year but less than 18 months. . . . . . . . . . . . . . . . . .
From 18 months but less than 2 years . . . . . . . . . . . . . . . ..
From 2 years but less than 3 years . . . . . . . . . . . . . . . . . .
From 3 years but less than 4 years . . . . . . . . . . . . . . . . . .
From 4 years but less than 5 years . . . . . . . . . . . . . . . . . .
From 5 years but less than 6 years . . . . . . . . . . . . . . . . . .
From 6 years but less than 7 years . . . . . . . . . . . . . . . . . .
From 7 years but less than 10 years. . . . . . . . . . . . . . . . . .
From 10 years but less than 15 years . . . . . . . . . . . . . . . . .
From 15 years but less than 20 years . . . . . . . . . . . . . . . . .
From 20 years but less than 30 years . . . . . . . . . . . . . . . . .
From 30 years. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>

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

(1) With respect to each Note that is subject to purchase by the Company
at the option of the holder thereof (a "Put Note"), the word "Term" as
used in this Exhibit A refers to the earliest purchase date specified
in the applicable Put Note.

(2) WITH RESPECT TO EACH NOTE THAT IS A DISCOUNT SECURITY (AS DEFINED IN
THE INDENTURE), THE COMMISSION PAYABLE TO EACH AGENT WITH RESPECT TO
EACH SUCH NOTE SOLD AS A RESULT OF A SOLICITATION MADE BY SUCH AGENT
SHALL BE BASED ON THE PURCHASE PRICE OF SUCH NOTE.

<PAGE>

EXHIBIT B

The following terms, if applicable, shall be agreed to by each Agent
and the Company pursuant to each Terms Agreement:

Principal Amount: $__________
(or principal amount of
foreign currency or
composite currency)

Interest Rate

If Fixed Rate Note, Interest Rate:

If Floating Rate Note:

Base Rate or Rates:
Initial Interest Rate:
Spread or Spread Multiplier, if any:
Interest Reset Dates:
Interest Payment Dates:
Index Maturity:
CMT Maturity Index, if any:
Interest Determination Dates:
Maximum Interest Rate, if any:
Minimum Interest Rate, if any:
Interest Reset Period:

Interest Payment Period:
Calculation Agent (if other than the
Trustee):

If Redeemable:

Earliest Redemption Date:
Redemption Price:

Stated Maturity:
Final Maturity (for Renewable Notes):
Initial Maturity (for Renewable Notes):
Purchase Price: __%

<PAGE>

Settlement Date and Time:
Currency of Denomination (if currency is other
than U.S. dollar):
Currency of Payment (if currency is other than
U.S. dollar):
Denominations:
Additional Terms:

Also, agreement(3) as to whether the following will be required:

Officer's Certificate pursuant to Section 6(a) of the Distribution
Agreement.

Legal Opinion pursuant to Section 6(b) of the Distribution Agreement.

Comfort Letter pursuant to Section 6(c) of the Distribution Agreement.

Any restriction on the ability of the Company to sell senior debt
securities with an identical or substantially similar maturity between
the date of the Terms Agreement and the applicable Settlement Date.

Payment by the Company of legal expenses of counsel to Agent(s).

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

(3) The following generally will not be required in connection with a sale
of less than $50,000,000 aggregate principal amount of Notes.

<PAGE>

EXHIBIT C

THE WALT DISNEY COMPANY
MEDIUM TERM NOTES
ADMINISTRATIVE PROCEDURES
_______________

[ ]

The administrative procedures and specific terms of the offering of
Medium-Term Notes (the "Notes") on a continuing basis by The Walt Disney Company
(the "Issuer") pursuant to the Distribution Agreement, dated [ ] (as
amended, modified or supplemented from time to time, the "Distribution
Agreement"), between the Issuer and each of [the investment banks] (each an
"Agent" and collectively, the "Agents") are explained below. In the
Distribution Agreement, the Agents have agreed to act as agents of the Issuer to
solicit offers to purchase the Notes. Each Agent, as principal, may purchase
Notes for its own account pursuant to the terms and settlement details of a
terms agreement entered into between the Issuer and such Agent, as contemplated
by the Distribution Agreement. In the Distribution Agreement, the Issuer
reserves the right to sell Notes directly on its own behalf and to or through
others.

Each Note will be issued under an indenture between the Issuer and
Citibank, N.A., as trustee (the "Trustee"), dated as of March 7, 1996 (the
"Indenture"), relating to senior debt securities of the Issuer. Notes will bear
interest at either fixed rates ("Fixed Rate Notes") or floating rates ("Floating
Rate Notes"). Each Note will be represented by either a Global Security (as
defined hereinafter) delivered to the Trustee, as agent for The Depository Trust
Company ("DTC"), and recorded in the book-entry system maintained by DTC (a
"Book-Entry Note") or a certificate delivered to the Holder thereof or a Person
designated by such Holder (a "Certificated Note"). Owners of beneficial
interests in a Global Security will be entitled to physical delivery of
Certificated Notes equal in principal amount to their respective beneficial
interests only under certain limited circumstances.

The Trustee will act as Paying Agent for the payment of principal of
and interest on the Notes and will perform, as Paying Agent, unless otherwise
specified in the Notes, the Indenture or herein, the other duties specified
herein. Book-Entry Notes will be issued in accordance with the administrative
procedures

<PAGE>

set forth in Part I hereof, and Certificated Notes will be issued in accordance
with the administrative procedures set forth in Part II hereof. Any
administrative responsibilities, document control and record-keeping functions
to be performed by the Issuer will be performed by its Treasury Department. To
the extent that the procedures set forth herein conflict with any provision of
the Notes (which, in the case of Book-Entry Notes shall be the related Global
Security), the Indenture or the Distribution Agreement, the relevant provisions
of the Notes, the Indenture or the Distribution Agreement shall be controlling.
Unless otherwise defined herein, terms defined in the Indenture, the Officers'
Certificate establishing the Notes pursuant to Section 2.3(a) of the Indenture
or the Notes shall be used herein as therein defined.

PART I: ADMINISTRATIVE PROCEDURES FOR BOOK ENTRY NOTES

In connection with the qualification of the Book-Entry Notes for
eligibility in the book-entry system maintained by DTC, the Trustee will perform
the custodial, document control and administrative functions described below, in
accordance with its respective obligations under a Letter of Representations
from the Issuer and the Trustee to DTC, dated [ ], and a Medium-Term
Note Certificate Agreement between the Trustee and DTC, dated [ ], and
its obligations as a participant in DTC, including DTC's Same-Day Funds
Settlement System ("SDFS").

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 $200,000,000 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

2
<PAGE>

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 interest from the later of the Original Issue
Date specified therein or from the most recent Interest
Payment Date with respect to such Global Security (or
Predecessor Security) to which interest has been paid
or duly provided for (such later date being herein
referred to as a "Global Interest Accrual Date").
Book-Entry Notes may only be denominated and payable in
U.S. dollars. No Global Security will represent any
Certificated Note.

IDENTIFICATION NUMBERS: The Issuer has arranged with the CUSIP Service Bureau
of Standard & Poor's Corporation (the "CUSIP Service
Bureau") for the reservation of a series of CUSIP
numbers (including tranche numbers), which series
consists of approximately [900] CUSIP numbers (of which
[900] remained unassigned as of the date hereof) and
relates to Global Securities representing the
Book-Entry Notes. The Issuer has obtained from the
CUSIP Service Bureau a written list of such series of
reserved CUSIP numbers and has delivered to the Trustee
and DTC such written list of such CUSIP numbers. The
Trustee will assign CUSIP numbers to Global Securities
as described under Settlement Procedure "B" below. DTC
will notify the CUSIP Service Bureau periodically of
the CUSIP numbers that the Trustee has assigned to
Global Securities. At any time when fewer than 100 of
the reserved CUSIP numbers of a series remain
unassigned to Global Securities, the Trustee, if it
deems necessary, will reserve additional CUSIP numbers
for assignment to Global Securities representing
Book-Entry Notes. Upon obtaining such additional CUSIP
numbers, the Trustee shall deliver a list of such
additional CUSIP numbers to the Issuer and DTC.

3
<PAGE>

REGISTRATION: Each Global Security will be registered in the name of
Cede & Co., as nominee for DTC, on the register of
Securities maintained under the Indenture. The
beneficial owner of a Book-Entry Note (or one or more
indirect participants in DTC designated by such owner)
will designate one or more participants in DTC (with
respect to such Note, the "Participants") to act as
agent or agents for such owner in connection with the
book-entry system maintained by DTC, and DTC will
record in book-entry form, in accordance with
instructions provided by such Participants, a credit
balance with respect to such Note in the account of
such Participants. The ownership interest of such
beneficial owner in such Note will be recorded through
the records of such Participants or through the
separate records of such Participants and one or more
indirect participants in DTC.

TRANSFERS: Transfers of a Book-Entry Note will be accomplished by
book entries made by DTC and, in turn, by Participants
(and in certain cases, one or more indirect
participants in DTC) acting on behalf of beneficial
transferors and transferees of such Note.

EXCHANGES: At the request of the Issuer, the Trustee shall deliver
to DTC and the CUSIP Service Bureau at any time a
written notice of consolidation specifying (i) the
CUSIP numbers of two or more Outstanding Global
Securities that represent Book-Entry Notes having the
same Terms and for which interest has been paid to the
same date, (ii) a date, occurring at least 30 days
after such written notice is delivered and at least 30
days before the next Interest Payment Date for such
Book-Entry Notes, on which such Global Securities shall
be exchanged for a single replacement Global Security
and (iii) a new CUSIP number, obtained from the Issuer,
to be assigned to such replacement Global Security.
Upon receipt of such a notice, DTC will send to its
Participants (including the Trustee) a written

4
<PAGE>

reorganization notice to the effect that such exchange
will occur on such date. Prior to the specified
exchange date, the Trustee will deliver to the CUSIP
Service Bureau a written notice setting forth such
exchange date and the new CUSIP number and stating
that, as of such exchange date, the CUSIP numbers of
the Global Securities to be exchanged will no longer be
valid. On the specified exchange date, the Trustee
will exchange such Global Securities for a single
Global Security bearing the new CUSIP number, and the
CUSIP numbers of the exchanged Global Securities will,
in accordance with CUSIP Service Bureau customary
procedures, be cancelled and not immediately
reassigned. Notwithstanding the foregoing, if the
Global Securities to be exchanged exceed $200,000,000
in aggregate principal amount, one Global Security will
be authenticated and issued to represent each
$200,000,000 of principal amount of the exchanged
Global Securities and an additional Global Security
will be authenticated and issued to represent any
remaining principal amount of such Global Securities
(see "Denominations" below).

MATURITIES: Each Book-Entry Note will mature on a date nine months
or more after the settlement date for such Note.

NOTICE OF REDEMPTION
DATES: In the case of a full redemption of all Book-Entry
Notes represented by a single Global Security, the
Trustee will notify DTC, not more than 60 but not less
than 30 days prior to the Redemption Date with respect
to such Global Security, of the CUSIP number of such
Global Security, the Redemption Date and the Redemption
Price. In the case of a redemption of less than all
Book-Entry Notes represented by a single Global
Security, the Trustee will notify DTC not more than 2
Business Days before 60 days, but not less than 2
Business Days before 30 days, prior to the Redemption
Date with respect to such Global Security,

5
<PAGE>

of the CUSIP number of such Global Security, the
Redemption Date and the Redemption Price.

DENOMINATIONS: Book-Entry Notes will be sold in denominations of
$1,000 and any amount in excess thereof that is an
integral multiple of $1,000. Global Securities will be
issued in denominations of $1,000 and any amount in
excess thereof that is an integral multiple of $1,000,
up to a maximum denomination of $200,000,000. If one
or more Book-Entry Notes having an aggregate principal
amount in excess of $200,000,000 would, but for the
preceding sentence, be represented by a single Global
Security, then one Global Security will be issued to
represent each $200,000,000 principal amount of such
Book-Entry Note or Notes and an additional Global
Security will be issued to represent any remaining
principal amount of such Book-Entry Note or Notes. In
such a case, each of the Global Securities representing
such Book-Entry Note or Notes shall be assigned the
same CUSIP number.

INTEREST: GENERAL. Interest on each Book-Entry Note will accrue
from the Global Interest Accrual Date with respect to
the Global Security representing such Note and will be
paid on the Interest Payment Dates of the Global
Security representing such Book-Entry Note. In the
case of a Global Security originally issued between a
Regular Record Date and the related Interest Payment
Date or on an Interest Payment Date, the first interest
payment will be made on the Interest Payment Date
immediately following the next Regular Record Date.
Each payment of interest on a Global Security will
include interest accrued to but excluding the Interest
Payment Date or Maturity. See "Calculation of
Interest" below. Interest payable at the Maturity of a
Book-Entry Note will be payable to the Person to whom
the principal of such Note is payable. Standard &
Poor's Corporation will use the information received in
the pending deposit message described under

6
<PAGE>

Settlement Procedure "C" below in order to include the
amount of any interest payable and certain other
information regarding any Global Security in the
appropriate weekly supplement to the Corporate
Registered Bond Interest Record published by Standard &
Poor's Corporation.

REGULAR RECORD DATES. Except as otherwise provided
with respect to any Book-Entry Note as specified in the
related Global Security, the Regular Record Date with
respect to any Interest Payment Date for Fixed Rate
Book-Entry Notes shall be the January 15 or July 15, as
the case may be, next preceding the applicable Interest
Payment Date. Except as otherwise provided with
respect to any Book-Entry Note as specified in the
related Global Security, the Regular Record Date with
respect to any Interest Payment Date for Floating Rate
Book-Entry Notes shall be the fifteenth day (whether or
not a Business Day) next preceding such Interest
Payment Date.

FIXED RATE BOOK-ENTRY NOTES. Except as otherwise
provided with respect to any Book-Entry Note as
specified in the related Global Security, interest
payments on Fixed Rate Book-Entry Notes will be made
semiannually on February 1 and August 1 of each year,
as specified in the related Global Security, and at
Stated Maturity, subject to the exceptions specified in
"Payments of Principal and Interest" below.

FLOATING RATE BOOK-ENTRY NOTES. Except as otherwise
provided with respect to any Book-Entry Note as
specified in the related Global Security, interest
payments on Floating Rate Book-Entry Notes will be made
monthly, quarterly, semiannually or annually of each
year, as specified in the related Global Security, and
at Stated Maturity. Except as otherwise provided with
respect to any Book-Entry Note as specified in the

7
<PAGE>

related Global Security, subject to the exceptions
specified in "Payments of Principal and Interest"
below, interest will be payable, in the case of
Floating Rate Book-Entry Notes which pay interest (i)
monthly, on the third Wednesday of each month; (ii)
quarterly, on the third Wednesday of each March, June,
September and December of each year; (iii)
semiannually, on the third Wednesday of each of the two
months specified in the Global Security representing
the applicable Book-Entry Note; and (iv) annually, on
the third Wednesday of the month specified in the
Global Security representing the applicable Book-Entry
Note.

NOTICE OF INTEREST PAYMENT AND REGULAR RECORD DATES.
On the first Business Day of January, April, July and
October of each year, the Trustee will deliver to the
Issuer and DTC a written list of Regular Record Dates
and Interest Payment Dates (to the extent then
determinable by the Trustee) that will occur with
respect to each Global Security during the six-month
period beginning on such first Business Day. Promptly
after each Interest Determination Date for Floating
Rate Notes, the calculation agent (the "Calculation
Agent") will notify Standard & Poor's Corporation of
the interest rates determined on such Interest
Determination Date.

CALCULATION OF
INTEREST: FIXED RATE BOOK-ENTRY NOTES. Interest on Fixed Rate
Book-Entry Notes (including interest for partial
periods) will be calculated on the basis of a 360-day
year of twelve 30-day months.

FLOATING RATE BOOK-ENTRY NOTES. Interest rates on
Floating Rate Book-Entry Notes will be determined as
set forth in the Global Security representing the
applicable Floating Rate Book-Entry Notes. Interest
will be calculated in the case of (a) Commercial Paper

8
<PAGE>

Rate Notes, LIBOR Notes, CD Rate Notes, Federal Funds
Rate Notes and Prime Rate Notes, on the basis of the
actual number of days in the interest period and a
360-day year; and (b) Treasury Rate Notes and CMT Rate
Notes, on the basis of the actual number of days in the
interest period and the actual number of days in the
year.

PAYMENTS OF PRINCIPAL
AND INTEREST PAYMENTS OF INTEREST ONLY. Promptly after each Regular
Record Date, the Trustee will deliver to the Issuer and
DTC a written notice specifying by CUSIP number the
amount of interest to be paid on each Global Security
on the following Interest Payment Date (other than an
Interest Payment Date coinciding with Stated Maturity)
and the total of such amounts. DTC will check the
amount payable on each Global Security on such Interest
Payment Date as shown in the appropriate weekly
supplements to the Corporate Registered Bond Interest
Record published by Standard & Poor's Corporation. On
such Interest Payment Date, the Issuer will pay to the
Trustee the total amount of interest due on such
Interest Payment Date (other than at Stated Maturity),
and the Trustee will pay such amount to DTC at the
times and in the manner set forth below under "Manner
of Payment."

If any Interest Payment Date for a Fixed Rate
Book-Entry Note is scheduled to occur on a day that is
not a Business Day with respect to such Fixed Rate
Book-Entry Note, the payment due on such Interest
Payment Date will be made on the following day that is
a Business Day with respect to such Fixed Rate
Book-Entry Note, and no interest shall accrue on the
amount payable on such Interest Payment Date for the
period from and after such Interest Payment Date to
such following day that is a Business Day.

9
<PAGE>

If any Interest Payment Date for a Floating Rate
Book-Entry Note is scheduled to occur on a day that is
not a Business Day with respect to such Floating Rate
Book-Entry Note, the payment due on such Interest
Payment Date will be made on the following day that is
a Business Day with respect to such Floating Rate
Book-Entry Note, and no interest shall accrue on the
amount payable on such Interest Payment Date for the
period from and after such Interest Payment Date to
such following day that is a Business Day, except that
in the case of a Floating Rate Book-Entry Note that is
a LIBOR Note (or a Floating Rate Book-Entry Note for
which LIBOR is the applicable Base Rate), if such
Business Day is in the next succeeding calendar month,
the payment due on such Interest Payment Date will be
made on the immediately preceding day that is a
Business Day.

PAYMENTS AT MATURITY. On or about the first Business
Day of each month, the Trustee will deliver to the
Issuer and DTC a written list of principal and interest
to be paid on each Global Security maturing either at
Stated Maturity or on a Redemption Date occurring in
the following month (to the extent then determinable by
the Trustee). The Issuer, the Trustee and DTC will
confirm the amounts of such principal and interest
payments with respect to each such Global Security on
or about the fifth Business Day preceding the Maturity
of such Global Security. The Issuer will pay to
Citibank, N.A., as the Paying Agent, the principal
amount of such Global Security, together with interest
due at such Maturity. Citibank, N.A. will pay such
amounts to DTC at the times and in the manner set forth
under "Manner of Payment" below. If any Maturity of a
Global Security representing Book-Entry Notes is not a
Business Day, the payment due on such day shall be made
on the next succeeding Business Day and no interest
shall accrue on such payment for the period from and
after such Maturity. Promptly

10
<PAGE>

after payment to DTC of the principal and interest due
at the Stated Maturity of such Global Security, the
Trustee will cancel such Global Security in accordance
with the terms of the Indenture, deliver to the Issuer
an appropriate debit advice and a certificate of
destruction relating to all such cancelled Global
Securities. On the first Business Day of each month,
the Trustee will deliver to the Issuer by facsimile
transmission a written statement, indicating the total
principal amount of Outstanding Global Securities for
which it serves as trustee as of the immediately
preceding Business Day.

MANNER OF PAYMENT. The total amount of any principal
and interest due on Global Securities on any Interest
Payment Date or at Maturity shall be debited from an
account of the Issuer maintained at the Trustee with
funds available for immediate use in the amount
required for such payment. The Trustee will pay by
separate wire transfer (using Fedwire message entry
instructions in a form previously specified by DTC) to
an account at the Federal Reserve Bank of New York
previously specified by DTC, in funds available for
immediate use by DTC, each payment of interest and
principal due on a Global Security on such date. On
each Interest Payment Date, interest payments shall be
made to DTC in same day funds in accordance with
existing arrangements between the Trustee and DTC.
Thereafter on each such date, DTC will pay, in
accordance with its SDFS operating procedures then in
effect, such amounts in funds available for immediate
use to the respective Participants in whose names the
Book-Entry Notes represented by such Global Securities
are recorded in the book-entry system maintained by
DTC. Neither the Issuer (either as Issuer or as Paying
Agent) nor the Trustee shall have any responsibility or
liability for the payment by DTC to such Participants
of the principal of and interest on the Book-Entry
Notes.

11
<PAGE>

WITHHOLDING TAXES. The amount of any taxes required
under applicable law to be withheld from any interest
payment on a Book-Entry Note will be determined and
withheld by the Participant, indirect participant in
DTC or other Person responsible for forwarding payments
and materials directly to the beneficial owner of such
Note.

ACCEPTANCE AND
REJECTION OF OFFERS: The Issuer has the sole right to accept offers to
purchase Book-Entry Notes and may reject any such offer
in whole or in part. Each Agent may, in its discretion
reasonably exercised, reject any offer to purchase
Book-Entry Notes received by it in whole or in part.
Each Agent will advise the Issuer promptly by telephone
or by facsimile transmission of all offers to purchase
Book-Entry Notes received by such Agent, other than
those rejected by it.

SETTLEMENT: The receipt by the Issuer of immediately available
funds in payment for a Book-Entry Note and the
authentication and issuance of the Global Security
representing such Note shall constitute "settlement"
with respect to such Note. Each offer accepted by the
Issuer will be settled on the third Business Day (or,
if acceptance by the Issuer occurs after 4:30 p.m.,
New York time, on the fourth Business Day) following
acceptance of such offer pursuant to the timetable for
settlement set forth below, unless the Issuer and the
purchaser agree to settlement on another day which
shall be no earlier than the Business Day following
acceptance of such offer.

SETTLEMENT PROCEDURES: In the event of a purchase of Book-Entry Notes by one
or more of the Agents, as principal, appropriate
settlement details, if different from those set forth
below, will be set forth in an applicable Terms
Agreement to be entered into between such Agent or
Agents and the Issuer pursuant to the Distribution

12
<PAGE>

Agreement. Settlement Procedures with regard to each
Book-Entry Note sold by the Issuer through an Agent, as
agent, shall be as follows:

A. Such Agent will advise the Issuer by facsimile
transmission or orally (if confirmed within 24
hours by written telecommunication) of the
following settlement information:

1. Principal amount.

2. Stated Maturity.

3. If such Note is a Fixed Rate Note, the
interest rate. If such Note is a Floating
Rate Note, the following:

a. Base Rate or Base Rates;

b. Initial Interest Rate;

c. Spread or Spread Multiplier, if any;

d. Interest Reset Dates;

e. Interest Reset Period;

f. Interest Payment Dates;

g. Index Maturity;

h. Interest Payment Period;

i. Calculation Agent (if other than
Citibank, N.A.;

j. Maximum Interest Rate, if any;

k. Minimum Interest Rate, if any;

13
<PAGE>

l. Interest Determination Dates; and

m. Index Currency, if applicable.

4. Earliest Redemption Date, Redemption Price
and other redemption provisions, if any.

5. Settlement date.

6. Original Issue Price.

7. Original issue discount, if any.

8. Agent's commission, determined as provided in
Section 2 of the Distribution Agreement
between the Issuer and such Agent.

9. Additional terms or provisions of such Note,
if any.

10. Net Proceeds to the Issuer.

11. Commission.

12. Discount.

13. Initial Maturity Date (for Renewable Notes).

14. Final Maturity Date (for Renewable Notes).

B. The Issuer will advise the Trustee by telephone
(confirmed in writing signed by an authorized
person at any time on the same date) or facsimile
transmission signed by an authorized person of the
information set forth in

14
<PAGE>

Settlement Procedure "A" above and the name of
such Agent.

C. The Trustee will assign a CUSIP number to the
Global Security representing such Note. The
Trustee will notify the Issuer and the Agent of
such CUSIP number by telephone as soon as
practicable.

D. The Trustee will enter a pending deposit message
through DTC's Participant Terminal System,
providing the following settlement information to
DTC, such Agent, and Standard & Poor's
Corporation.

1. The information set forth in Settlement
Procedure "A" above.

2. Numbers of the participant accounts
maintained by DTC on behalf of the Trustee
and the Agent.

3. Identification as a Fixed Rate Book-Entry
Note or a Floating Rate Book-Entry Note.

4. Initial Interest Payment Date for such Note,
Regular Record Date and amount of interest
payable on such Interest Payment Date.

5. Interest Payment Period.

6. CUSIP number of the Global Security
representing such Note.

7. Whether such Global Security will represent
any other Book-Entry Note (to the extent
known at such time).

15
<PAGE>

E. The Issuer will deliver to the Trustee a
pre-printed Global Security to represent such
Note, in a form that has been approved by the
Issuer, the Agents and the Trustee.

F. The Trustee will complete and authenticate the
Global Security representing such Note.

G. DTC will credit such Note to the Trustee's
participant account at DTC.

H. The Trustee will enter an SDFS deliver order
through DTC's Participant Terminal System
instructing DTC to (i) debit such Note to the
Trustee's participant account and credit such
Note to such Agent's participant account and (ii)
debit such Agent's settlement account and credit
the Trustee's settlement account for an amount
equal to the price of such Note less such Agent's
commission. The entry of such a deliver order
shall constitute a representation and warranty by
the Trustee to DTC that (i) the Global Security
representing such Book-Entry Note has been issued
and authenticated and (ii) the Trustee is holding
such Global Security pursuant to the Medium-Term
Note Certificate Agreement between the Trustee and
DTC.

I. Such Agent will enter an SDFS deliver order
through DTC's Participant Terminal System
instructing DTC (i) to debit such Note to such
Agent's participant account and credit such Note
to the participant accounts of the Participants
with respect to such Note and (ii) to debit the
settlement accounts of such Participants and
credit the settlement account of such Agent for
any amount equal to the price of such Note.

16
<PAGE>

J. Transfers of funds in accordance with SDFS deliver
orders described in Settlement Procedures "G" and
"H" above will be settled in accordance with SDFS
operating procedures in effect on the settlement
date.

K. The Trustee will credit to an account of the
Issuer maintained at the Trustee funds available
for immediate use in the amount transferred to the
Trustee in accordance with Settlement Procedure
"G" above.

L. The Trustee will retain the Global Security
representing such Note and will send a photocopy
thereof to the Issuer by first-class mail. The
Trustee will send to the Issuer, at the request of
the Issuer, a written statement setting forth (i)
the principal amount of Notes Outstanding under
the Indenture as of the date of such report, (ii)
a brief description of any sales of which the
Issuer has advised the Trustee but which have not
yet been settled and (iii) a description of
issuances and retirements of, payment on and other
activity relating to the Notes during the related
month.

M. Such Agent will confirm the purchase of such Note
to the purchaser either by transmitting to the
Participants with respect to such Note a
confirmation order or orders through DTC's
institution delivery system or by mailing a
written confirmation to such purchaser.

SETTLEMENT PROCEDURES
TIMETABLE: For orders of Book-Entry Notes solicited by an Agent,
as agent, and accepted by the Issuer for settlement on
the first Business Day after the sale date, Settlement
Procedure "A" through "L" above shall be completed

17
<PAGE>

as soon as possible but not later than the respective
times (New York City time) set forth below:

SETTLEMENT
PROCEDURE TIME
--------- ----
<S> <C>
A . . . . . . . 11:00 a.m. on the sale date
B . . . . . . . 12:00 noon on the sale date
C . . . . . . . 2:00 p.m. on the sale date
D . . . . . . . 3:00 p.m. on the sale date
E . . . . . . . 9:00 a.m. on settlement date
F . . . . . . . 10:00 a.m. on settlement date
G-I . . . . . . 2:00 p.m. on settlement date
J-M . . . . . . 5:00 p.m. on settlement date
</TABLE>

If a sale is to be settled more than one Business Day
after the sale date, Settlement Procedure "A" shall be
completed as soon as practicable but no later than
11:00 a.m. on the first Business Day after the sale
date and Settlement Procedures "B" and "C" shall be
completed as soon as practicable but no later than
12:00 noon and 2:00 p.m., respectively, on the first
Business Day after the sale date. If the Initial
Interest Rate for a Floating Rate Book-Entry Note has
not been determined at the time that Settlement
Procedure "A" is completed, Settlement Procedures "B"
and "C" shall be completed as soon as such rate has
been determined but no later than 12:00 noon and 2:00
p.m., respectively, on the second Business Day before
the settlement date. Settlement Procedures "D" through
"L" shall be completed as soon as possible thereafter
but not later than the respective times (New York City
time) set forth in the preceding table, except that
Settlement Procedures "I" through "L" are subject to
extension in accordance with any extension of Fedwire
closing deadlines and in the other events specified in
the SDFS operating procedures in effect on the
settlement date.

18
<PAGE>

If settlement of a Book-Entry Note is rescheduled or
cancelled, the Trustee will deliver to DTC, through
DTC's Participant Terminal System, a cancellation
message to such effect by no later than 2:00 p.m. on
the Business Day immediately preceding the scheduled
settlement date.

FAILURE TO SETTLE: If the Trustee fails to enter an SDFS deliver order
with respect to a Book-Entry Note pursuant to
Settlement Procedure "G," the Trustee may deliver to
DTC, through DTC's Participant Terminal System, as soon
as practicable, a withdrawal message instructing DTC to
debit such Note to the Trustee's participant account.
DTC will process the withdrawal message, provided that
the Trustee's participant account contains a principal
amount of the Global Security representing such Note
that is at least equal to the principal amount to be
debited. If a withdrawal message is processed with
respect to all the Book-Entry Notes represented by a
Global Security, the Trustee will mark such Global
Security "cancelled," make appropriate entries in the
Trustee's records and send such cancelled Global
Security to the Issuer. The CUSIP number assigned to
such Global Security shall, in accordance with CUSIP
Service Bureau customary procedures, be cancelled and
not immediately reassigned. If a withdrawal message is
processed with respect to one or more, but not all, of
the Book-Entry Notes represented by a Global Security,
the Trustee will exchange the Global Security for two
Global Securities, one of which shall represent such
Book-Entry Note or Notes for which such withdrawal
message has been processed and shall be cancelled
immediately after issuance and the other of which shall
represent the remaining Book-Entry Notes previously
represented by the surrendered Global Security and
shall bear the CUSIP number of the surrendered Global
Security.

19
<PAGE>

If the purchase price for any Book-Entry Note is not
timely paid to the applicable Participants with respect
to such Note by the beneficial purchaser thereof (or a
Person, including an indirect participant in DTC,
acting on behalf of such purchaser), such Participants
and, in turn, the Agent for such Note, may enter SDFS
deliver orders through DTC's Participant Terminal
System reversing the orders entered pursuant to
Settlement Procedures "H" and "G," respectively.
Thereafter, the Trustee will deliver the withdrawal
message and take the related actions described in the
preceding paragraph. If such failure shall have
occurred for any reason other than default by the
applicable Agent in the performance of its obligations
hereunder or under the Distribution Agreement, the
Issuer will pay to such Agent an amount equal to the
interest earned by the Issuer with respect to such
funds during the period when the funds were credited to
the account of the Issuer.

Notwithstanding the foregoing, upon any failure to
settle with respect to a Book-Entry Note, DTC may take
such actions as it deems appropriate in accordance with
its SDFS operating procedures then in effect in order
to reverse the orders entered into DTC's Participant
Terminal System pursuant to Settlement Procedures "H"
and "G," respectively. In the event of a failure to
settle with respect to one or more, but not all, of the
Book-Entry Notes to have been represented by a Global
Security, the Trustee will provide, in accordance with
Settlement Procedures "D" and "E," for the
authentication and issuance of a Global Security
representing the other Book-Entry Notes to have been
represented by such Global Security and will make
appropriate entries in its records.

PROCEDURE FOR POSTINGS: The Issuer will periodically contact one or more Agents
for recommended interest rates, coupons or spreads
("postings") with respect to Notes being offered. When
the Issuer has determined or changed its postings with

20
<PAGE>

respect to Notes being offered, it will promptly advise
the Agents. At such times as the Issuer is not
posting, the Agents will not solicit firm offers but
may record "indications of interest" only.

PRICING SUPPLEMENTS: Within five Business Days after any sale of Notes, the
Issuer will file or transmit for filing with the
Securities and Exchange Commission (the "Commission"),
in compliance with Rule 424(b)(3) of the rules and
regulations of the Commission promulgated under the
Securities Act of 1933, as amended, a copy of a pricing
supplement to the Prospectus (as defined in the
Distribution Agreement) relating to such Notes that
reflects the applicable interest rates and other terms
(the "Pricing Supplement") and will deliver a copy of
such Pricing Supplement to each of the Agents and to
the Trustee.

SUSPENSION OF
SOLICITATION,
AMENDMENT OR
SUPPLEMENT: The Issuer may instruct the Agents to suspend
solicitation of offers to purchase Book-Entry Notes at
any time. Upon receipt of such instructions, each
Agent will as soon as possible suspend such
solicitations until such time as it has been advised by
the Issuer that such solicitations may be resumed. The
Issuer will, consistent with its obligations under the
Distribution Agreement, promptly advise each Agent and
the Trustee whether orders outstanding at the time such
Agent suspends solicitation may be settled and whether
copies of the Prospectus, as in effect at the time of
the suspension, together with the appropriate Pricing
Supplement, may be delivered in connection with the
settlement of such orders. The Issuer will have the
sole responsibility for such decision and for any
arrangements that may be made in the event that the
Issuer determines that such orders may not be settled
or

21
<PAGE>

that copies of such Prospectus and Pricing Supplement
may not be so delivered.

DELIVERY OF PROSPECTUS: A copy of the most recent Prospectus and of the
applicable Pricing Supplement, if any, must be provided
to a purchaser by the applicable Agent prior to or at
the time of the earlier of (a) the written confirmation
of a sale sent to a purchaser of Book-Entry Notes or
his Agent, and (b) the date of settlement of any such
Book-Entry Notes (see "Settlement Procedures").

ADVERTISING COSTS: The Issuer will determine with the Agents the amount
and nature of advertising that may be appropriate in
offering the Notes. Advertising expenses approved in
writing by the Issuer in connection with the
solicitation of purchases of the Notes from the Issuer
will be paid by the Issuer.

PART II: ADMINISTRATIVE PROCEDURES FOR CERTIFICATED NOTES

The Trustee will serve as Registrar in connection with the
Certificated Notes.

ISSUANCE: Each Certificated Note will be dated and issued as of
the date of its authentication by the Trustee. Each
Certificated Note will bear interest from the later of
the Original Issue Date specified therein or from the
most recent Interest Payment Date with respect to such
Certificated Note (or Predecessor Security) to which
interest has been paid or duly provided for (such later
date being herein referred to as a "Certificated
Interest Accrual Date").

REGISTRATION: Certificated Notes will be issued only in fully registered form
without coupons.

TRANSFERS AND

22
<PAGE>

EXCHANGES: A Certificated Note may be presented for transfer or
exchange at the Corporate Trust office of the Trustee.
Certificated Notes will be exchangeable for other
Certificated Notes having identical terms but different
denominations without service charge. Certificated
Notes will not be exchangeable for Book-Entry Notes.

MATURITIES: Each Certificated Note will mature on a date nine
months or more from the settlement date for such Note.

DENOMINATIONS: Certificated Notes will be issued in denominations of
$1,000 or any amount in excess thereof that is an
integral multiple of $1,000.

INTEREST: GENERAL. Interest on each Certificated Note will
accrue from the Certificated Interest Accrual Date of
such Note. In the case of a Certificated Note
originally issued between a Regular Record Date and the
related Interest Payment Date or on an Interest Payment
Date, the first interest payment will be made on the
Interest Payment Date following the next Regular Record
Date. Each payment of interest on a Certificated Note
will include interest accrued to but excluding the
Interest Payment Date or Maturity. See "Calculation of
Interest" below. Interest will be payable to the
person in whose name a Certificated Note is registered
on the register of Securities at the close of business
on the Regular Record Date next preceding the
applicable Interest Payment Date; PROVIDED, HOWEVER,
interest payable at Maturity will be payable to the
Person to whom principal of such Certificated Note is
payable.

REGULAR RECORD DATE. The Regular Record Date with
respect to Fixed Rate Certificated Notes shall be the
January 15 or July 15, as the case may be, next
preceding the applicable Interest Payment Date. The
Regular Record Date with respect to any Interest
Payment Date for Floating Rate Certificated Notes shall

23
<PAGE>

be the fifteenth day (whether or not a Business Day)
next preceding such Interest Payment Date.

FIXED RATE CERTIFICATED NOTES. Interest payments on
Fixed Rate Certificated Notes will be made semiannually
on February 1 and August 1 of each year and at
Maturity, subject to the exceptions specified in
"Payments of Principal and Interest" below.

FLOATING RATE CERTIFICATED NOTES. Interest payments
will be made on Floating Rate Certificated Notes
monthly, quarterly, semiannually or annually of each
year, as specified in the related Note, and at
maturity. Subject to the exceptions specified in
"Payments of Principal and Interest" below, interest
will be payable, in the case of Floating Rate
Certificated Notes which pay interest (i) monthly, on
the third Wednesday of each month; (ii) quarterly, on
the third Wednesday of March, June, September and
December of each year; (iii) semiannually, on the third
Wednesday of each of the two months specified in the
applicable Certificated Note; and (iv) annually, on the
third Wednesday of the month specified in the
applicable Certificated Note.

CALCULATION OF
INTEREST: FIXED RATE CERTIFICATED NOTES. Interest on Fixed Rate
Certificated Notes (including interest for partial
periods) will be calculated on the basis of a 360-day
year of twelve 30-day months.

FLOATING RATE CERTIFICATED NOTES. Interest rates on
Floating Rate Certificated Notes will be determined as
set forth in the applicable Notes. The Issuer and the
Trustee will confirm the amount of the initial interest
payment due on any Floating Rate Certificated Note for
which the initial Interest Period is shorter or longer
than the Index Maturity. Promptly after each Interest
Determination Date for Floating Rate Certificated
Notes, the Calculation Agent will notify Standard &

24
<PAGE>

Poor's Corporation of the interest rates determined on
such Interest Determination Date. Interest will be
calculated in the case of (a) Commercial Paper Rate
Notes, LIBOR Notes, CD Rate Notes, Federal Funds Rate
Notes and Prime Rate Notes on the basis of the actual
number of days in the interest period and a 360-day
year; and (b) Treasury Rate Notes and CMT Rate Notes,
on the basis of the actual number of days in the
interest period and the actual number of days in the
year.

PAYMENTS OF PRINCIPAL
AND INTEREST: The Trustee will pay the principal amount of each
Certificated Note at Maturity upon presentation of such
Note to the Trustee. Such payment, together with
payment of interest due at Maturity of such Note, will
be made in funds available for immediate use by the
Holder of such Note. Certificated Notes presented to
the Trustee at Maturity for payment will be cancelled
by the Trustee in accordance with the terms of the
Indenture and returned to the Issuer. All interest
payments on a Certificated Note (other than interest
due at Maturity) will be made by check drawn on the
Trustee (or another Person appointed by the Trustee)
and mailed by the Trustee to the Person entitled
thereto as provided in such Note. Following each
Regular Record Date and Special Record Date, the
Trustee will furnish the Issuer with a list of interest
payments to be made on the following Interest Payment
Date for each Certificated Note and in total for all
Certificated Notes. Interest at Maturity will be
payable to the Person to whom the payment of principal
is payable. The Trustee will provide monthly to the
Issuer lists of principal and interest to be paid on
Certificated Notes maturing in the next month. The
Trustee will be responsible for withholding taxes on
interest paid on Certificated Notes as required by
applicable law. On the first Business Day of each
month, the Trustee will deliver to the Issuer by
facsimile transmission a written statement,

25
<PAGE>

indicating the total principal amount of Outstanding
Certificated Notes for which it serves as trustee as of
the immediately preceding Business Day.

If any Interest Payment Date for a Fixed Rate
Certificated Note is scheduled to occur on a day that
is not a Business Day with respect to such Fixed Rate
Certificated Note, the payment due on such Interest
Payment Date will be made on the following day that is
a Business Day with respect to such Fixed Rate
Certificated Note, and no interest shall accrue on the
amount payable on such Interest Payment Date for the
period from and after such Interest Payment Date to
such following day that is a Business Day.

If any Interest Payment Date for a Floating Rate
Certificated Note is scheduled to occur on a day that
is not a Business Day with respect to such Floating
Rate Certificated Note, such Interest Payment Date will
be the following day that is a Business Day with
respect to such Floating Rate Certificated Note;
PROVIDED, HOWEVER, that in the case of a Floating Rate
Certificated Note that is a LIBOR Note (or a Floating
Rate Certificated Note for which LIBOR is the
applicable Base Rate), if such Business Day is in the
next succeeding calendar month, such Interest Payment
Date will be the immediately preceding day that is a
Business Day.

If the date of Maturity of a Certificated Note is
scheduled to occur on a day that is not a Business Day
with respect to such Certificated Note, the payment due
at Maturity will be made on the following day that is a
Business Day with respect to such Certificated Note,
and no interest shall accrue on the amount payable at
Maturity for the period from and after the date of
Maturity.

26
<PAGE>

ACCEPTANCE AND
REJECTION OF OFFERS: The Issuer has the sole right to accept offers to
purchase Certificated Notes and may reject any offer in
whole or in part. Each Agent may, in its discretion
reasonably exercised, reject any offer to purchase
Certificated Notes received by it in whole or part.
Each Agent will advise the Issuer promptly by telephone
or facsimile transmission of all offers to purchase
Certificated Notes received by such Agent, other than
those rejected by it.

SETTLEMENT: The receipt by the Issuer of immediately available
funds in exchange for an authenticated Certificated
Note delivered to the selling Agent and such Agent's
delivery of such Note against receipt of immediately
available funds shall constitute "settlement" with
respect to such Note. Each offer accepted by the
Issuer will be settled on the third Business Day (or,
if acceptance by the Issuer occurs after 4:30 p.m., New
York time, on the fourth Business Day) following
acceptance of such offer pursuant to the timetable for
settlement set forth below, unless the Issuer and the
purchaser agree to settlement on another day; PROVIDED,
HOWEVER, that the Issuer will notify the Trustee at
least twenty-four hours prior to the time of
settlement.

SETTLEMENT PROCEDURES: In the event of a purchase of Certificated Notes by one
or more of the Agents, as principal, appropriate
settlement details, if different from those set forth
below, will be set forth in an applicable Terms
Agreement to be entered into between such Agent or
Agents and the Issuer pursuant to the Distribution
Agreement.

Settlement Procedures with regard to each Certificated
Note sold by the Issuer through an Agent, as agent,
shall be as follows:

27
<PAGE>

A. Such Agent will advise the Issuer by
facsimile transmission or orally (if
confirmed within 24 hours by written
telecommunication) of the following
settlement information:

1. Name in which such Note is to be
registered (the "Registered Owner").

2. Address of the Registered Owner and
address for payment of principal and
interest.

3. Taxpayer identification or Social
Security number of the Registered Owner
(if available).

4. Principal amount.

5. Stated Maturity.

6. If such Note is Fixed Rate Note, the
interest rate.

If such Note is a Floating Rate Note,
the following:

a. Base Rate or Base Rates;

b. Initial Interest Rate;

c. Spread or Spread Multiplier, if
any;

d. Interest Reset Dates;

e. Interest Reset Period;

f. Interest Payment Dates;

g. Index Maturity;

28
<PAGE>

h. Interest Payment Period;

i. Calculation Agent (if other than
Citibank, N.A.;

j. Maximum Interest Rate, if any;

k. Minimum Interest Rate, if any;

l. Interest Determination Dates; and

m. Index Currency, if applicable.

7. Earliest Redemption Date, Redemption
Price and other redemption provisions,
if any.

8. Settlement date.

9. Original Issue Price.

10. Original issue discount, if any.

11. Agent's commission, determined as
provided in Section 2 of the
Distribution Agreement between the
Issuer and such Agent.

12. Additional terms or provisions of such
Note, if any.

13. Net Proceeds to the Issuer.

14. Commission.

15. Discount.

16. Initial Maturity Date (for Renewable
Notes).

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<PAGE>

17. Final Maturity Date (for Renewable
Notes).

B. The Issuer will advise the Trustee by
telephone (confirmed in writing signed by an
authorized person at any time on the same
date) or facsimile transmission signed by an
authorized person of the information set
forth in Settlement Procedure "A" above and
the name of such Agent.

C. The Issuer will deliver (if not previously
delivered) to the Trustee a preprinted
four-ply packet for such Note, which packet
will contain the following documents in forms
that have been approved by the Issuer, the
Agents and the Trustee:

1. Note with customer confirmation.

2. Stub One - for the Trustee.

3. Stub Two - for the Agent.

4. Stub Three - for the Issuer.

D. The Trustee will complete and authenticate
such Note and deliver it (with the
confirmation) and Stubs One and Two to such
Agent, and such Agent will acknowledge
receipt of the Note by stamping or otherwise
marking Stub One and returning it to the
Trustee. Such delivery will be made only
against such acknowledgment of receipt and
evidence that instructions have been given by
such Agent for payment to the account of the
Issuer at the Trustee, in funds available for
immediate use, of an amount equal to the
price of such note less Agent's commission.
In the event that the instructions given by
such

30
<PAGE>

Agent for payment to the account of the
Issuer are revoked, the Issuer will, as
promptly as possible, wire transfer to the
account of such Agent an amount of
immediately available funds equal to the
amount of such payment and such Agent will
return such Note to the Trustee.

E. Such Agent will deliver such Note (with
confirmation) to the customer against payment
in immediately available funds. Such Agent
will obtain the acknowledgment of receipt of
such Note by retaining Stub Two.

F. The Trustee will retain Stub One and will
send Stub Three to the Issuer by first-class
mail. Monthly, the Trustee will send to the
Issuer a written statement, setting forth (i)
the principal amount of the Notes Outstanding
under the Indenture as of the date of such
report, (ii) a brief description of any sales
of which the Issuer has advised the Trustee
but which have not yet been settled and (iii)
a description of issuances and retirements
of, payments on and other activity relating
to the Notes during the related month.

SETTLEMENT PROCEDURES
TIMETABLE: For offers of Certificated Notes solicited by an
Agent, as agent, and accepted by the Issuer,
Settlement Procedures "A" through "F" set forth
above shall be completed on or before the
respective times (New York City time) set forth
below:

SETTLEMENT
PROCEDURE TIME
--------- ----
<S> <C>
A . . . 3:00 p.m. on day before settlement
date

31
<PAGE>

B . . . 4:00 p.m. on day before settlement
date
C-D . . 2:15 p.m. on settlement date
E . . . 3:00 p.m. on settlement date
F . . . 5:00 p.m. on settlement date
</TABLE>

FAILURE TO SETTLE: If a purchaser fails to accept delivery of and
make payment for any Certificated Note, the
selling Agent will notify the Issuer and the
Trustee by telephone and return such Note to the
Trustee. Upon receipt of such Note, the Issuer
will immediately wire transfer to the account of
the Agent an amount equal to the amount previously
credited thereto in respect of such Note. Such
wire transfer will be made on the settlement date,
if possible, and in any event not later than the
day following the settlement date. If the failure
shall have occurred for any reason other than a
default by the applicable Agent in the performance
of its obligations hereunder and under the
Distribution Agreement, the Issuer will pay to
such Agent an amount equal to the interest earned
by the Issuer with respect to such funds during
the period when they were credited to the account
of the Issuer. Immediately upon receipt of the
Certificated Note in respect of which such failure
occurred, the Trustee will mark such Note
"cancelled," make appropriate entries in the
Trustee's records and send such cancelled Note to
the Issuer.

PROCEDURE FOR POSTINGS: The Issuer will periodically contact one or more
Agents for recommended postings with respect to
Certificated Notes being offered. When the Issuer
has determined or changed its postings with
respect to Certificated Notes being offered, it
will promptly advise the Agents. At such times as
the Issuer is not posting, the Agents will not
solicit firm offers but may record "indications of
interest" only.

PRICING SUPPLEMENTS: Within five Business Days after any sale of
Certificated Notes, the Issuer will file or
transmit for filing with the

32
<PAGE>

Commission in compliance with Rule 424(b)(3) of
the rules and regulations of the Commission
promulgated under the Securities Act of 1933, as
amended, a copy of a Pricing Supplement to the
Prospectus relating to such Notes that reflects
the applicable interest rates and other terms and
will deliver a copy of such Pricing Supplement to
each of the Agents and the Trustee.

SUSPENSION OF
SOLICITATION,
AMENDMENT OR
SUPPLEMENT: The Issuer may instruct the Agents to suspend
solicitation of offers to purchase Certificated
Notes at any time. Upon receipt of such
instructions, each Agent will as soon as possible
suspend such solicitations until such time as it
has been advised by the Issuer that such
solicitations may be resumed. The Issuer will,
consistent with its obligations under the
Distribution Agreement, promptly advise each Agent
and the Trustee whether orders outstanding at the
time such Agent suspends solicitation may be
settled and whether copies of the Prospectus, as
in effect at the time of the suspension, together
with the appropriate Pricing Supplement, may be
delivered in connection with the settlement of
such orders. The Issuer will have the sole
responsibility for such decision and for any
arrangements that may be made in the event that
the Issuer determines that such orders may not be
settled or that copies of such Prospectus and
Pricing Supplement may not be so delivered.

DELIVERY OF PROSPECTUS: A copy of the most recent Prospectus and of the
applicable Pricing Supplement, if any, must be
provided to a purchaser by the applicable Agent
prior to or at the time of the earlier of (a) the
written confirmation of a sale sent to a purchaser
of Certificated Notes or his agent and (b) the
delivery of any such Certificated Notes to a
purchaser or his agent (see Settlement
Procedures).

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<PAGE>

ADVERTISING COSTS: The Issuer will determine with the Agents the
amount and nature of advertising that may be
appropriate in offering the Certificated Notes.
Advertising expenses approved in writing by the
Issuer in connection with the solicitation of
purchases of Certificated Notes from the Issuer
will be paid by the Issuer.

<PAGE>

Appendix I

FORM OF OFFICER'S CERTIFICATE
THE WALT DISNEY COMPANY

I, [Name], [Title] of The Walt Disney Company, a Delaware
corporation (the "Company"), pursuant to Section 5(d) of the Distribution
Agreement, dated [____________] (the "Distribution Agreement"), among the
Company and [____________] (collectively, the "Agents"), relating to the
offering from time to time by the Company directly or through the Agents of
up to $5,000,000,000 aggregate principal amount of Medium-Term Notes of the
Company, hereby certify on behalf of the Company that:

1. Except as contemplated in the Prospectus or reflected therein
by the filing of any amendment or supplement thereto or any Incorporated
Document, since the date of the most recent consolidated financial statements
included or incorporated by reference in the Prospectus, there has not been
any material adverse change in the consolidated financial condition or
earnings of the Company and its subsidiaries, considered as one enterprise.

2. The representations and warranties of the Company contained in
Section 1(a) of the Distribution Agreement (other than Section 1(a)(vii)
thereof) are true and correct in all material respects with the same force and
effect as though expressly made at and as of the date hereof.

3. The Company has complied with all agreements and satisfied all
conditions required by the Distribution Agreement or the Indenture on its
part to be performed or satisfied at or prior to the date hereof.

4. No stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
initiated or, to the best of my knowledge, threatened by the Securities and
Exchange Commission.

Capitalized terms used but not defined herein have the meaning
given in the Distribution Agreement.

<PAGE>

IN WITNESS WHEREOF, I have hereunto signed my name this ____ day of
_________.

By:
--------------------------------------
Name:
Title:

<PAGE>

Appendix II

FORM OF RELIANCE LETTER OF COUNSEL

[Date]

[Investment Banks]

Re: The Walt Disney Company Medium-Term Notes
-----------------------------------------

Dear Sirs:

[We] [I] have delivered an opinion to you dated ___________ as
counsel to The Walt Disney Company (the "Company"), pursuant to Section [5(a)]
[5(b)] of the Distribution Agreement, dated as of ___________ (the
"Distribution Agreement"), among the Company and [the investment banks]. You
may continue to rely upon such opinion [(other than, in the case of the opinion
delivered pursuant to Section 5(b) of the Distribution Agreement, the matters
covered by Section 5(b)(i) and 5(b)(iv)(x) thereof, as to which no opinion is
expressed)] as if it were dated as of this date, except that all statements
and opinions contained therein shall be deemed to relate to the Registration
Statement and Prospectus (as such terms are defined in the Distribution
Agreement) as amended and supplemented to this date.

This letter is delivered to you pursuant to Section 6(b) of the
Distribution Agreement.

Very truly yours,

<PAGE>

EXHIBIT 4.1

RESTATED

CERTIFICATE OF INCORPORATION

THE WALT DISNEY COMPANY

The undersigned, David K. Thompson, certifies that he is the Senior Vice
President-Assistant General Counsel of The Walt Disney Company, a corporation
organized and existing under the laws of the State of Delaware (the
"Corporation"), and hereby further certifies as follows:

1. The name of the Corporation is The Walt Disney Company and the
name under which the corporation was originally incorporated is DC Holdco,
Inc.

2. The original Certificate of Incorporation of the Corporation was
filed in the Office of the Secretary of State of the State of Delaware on
July 28, 1995.

3. Restated Certificates of Incorporation were filed in the office of
the Secretary of State of Delaware on September 21, 1995, January 19, 1996
and February 20, 1996.

This Restated Certificate of Incorporation was duly adopted in
accordance with the provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware.

This Restated Certificate of Incorporation restates and integrates and
further amends the Certificate of Incorporation of this corporation by
amending Articles FIFTH and SIXTH to provide for the annual election of
directors commencing with the class of directors standing for election in
1999.

6. The text of the Certificate of Incorporation as amended or
supplemented heretofore is further amended to read as herein set forth in
full:

FIRST: The name of the Corporation is The Walt Disney Company.

SECOND: The address of the registered office of the Corporation in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, County of New Castle. The name of its registered agent at that
address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may now or hereafter be organized under the
General Corporation Law of the State of Delaware as set forth in Title 8 of the
Delaware Code, as in effect from time to time (the "GCL").

FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 1,300,000,000, consisting of 1,200,000,000 shares of
common stock, par value $0.01 per share ("Common Stock"), and 100,000,000
shares of preferred stock, par value $0.01 per share ("Preferred Stock").

Shares of the Preferred Stock of the Corporation may be issued from time to
time in one or more classes or series, each of which class or series shall have
such distinctive designation, number of shares, or title as shall be fixed by
the Board of Directors of the Corporation (the "Board of Directors") prior to
the issuance of any shares thereof. Each such class or series of Preferred Stock
shall consist of such number of shares, and have such voting powers, full or
limited, or no voting powers, and such preferences and relative, participating,
optional or other special rights and such qualifications, limitations or
restrictions thereof, as shall be stated in such resolution or resolutions
providing for the issue of such

1
<PAGE>

class or series of Preferred Stock as may be adopted from time to time by the
Board of Directors prior to the issuance of any shares thereof pursuant to the
authority hereby expressly vested in it, all in accordance with the laws of the
State of Delaware.

SERIES R PREFERRED STOCK. There is designated a Series R Preferred Stock of
the Corporation, the designation and amount thereof and the voting powers,
preferences and relative, participating, optional or other special rights of the
shares of such series and the qualifications, limitations and restrictions
thereof, which are as follows:

Section 1. DESIGNATION AND AMOUNT. The shares of such series shall be
designated "Series R Preferred Stock" ("Series R Preferred Stock") and the
number of shares constituting such series shall be 1,800,000. Shares of Series
R Preferred Stock shall have a par value of $.01 per share.

Section 2. DIVIDENDS AND DISTRIBUTIONS.

(A) Subject to the provisions for adjustment hereinafter set forth, the
holders of shares of Series R Preferred Stock shall be entitled to receive,
when, as and if declared by the Board of Directors out of funds legally
available for the purpose, (i) cash dividends in an amount per share (rounded to
the nearest cent) equal to 400 times the aggregate per share amount of all cash
dividends declared or paid on the Common Stock of the Corporation and (ii) a
preferential cash dividend (a "Preferential Dividend"), if any, on the fifteenth
day of January, April, July and October of each year (each a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly Dividend Payment Date after
the first issuance of a share or fraction of a share of Series R Preferred
Stock, in an amount equal to $1.00 per share of Series R Preferred Stock less
the per share amount of all cash dividends declared on the Series R Preferred
Stock pursuant to clause (i) of this sentence since the immediately preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of a share of
Series R Preferred Stock. In the event the Corporation shall, at any time after
the issuance of any share or fraction of a share of Series R Preferred Stock,
make any distribution on the shares of Common Stock, whether by way of a
dividend or a reclassification of stock, a recapitalization, reorganization or
partial liquidation of the Corporation or otherwise, which is payable in cash or
any debt security, debt instrument, real or personal property or any other
property (other than cash dividends subject to clause (i) of the immediately
preceding sentence and other than a distribution of shares of Common Stock or
other capital stock of the Corporation and other than a distribution of rights
or warrants to acquire any such share, including any debt security convertible
into or exchangeable for any such share, at a price less than the Current Market
Price of such share), then and in each such event the Corporation shall
simultaneously pay on each then outstanding share of Series R Preferred Stock of
the Corporation a distribution, in like kind, of 400 times (subject to the
provisions for adjustment hereinafter set forth) such distribution paid on a
share of Common Stock. The dividends and distributions on the Series R
Preferred Stock to which holders thereof are entitled pursuant to clause (i) of
the first sentence of this paragraph and the second sentence of this paragraph
are hereinafter referred to as "Participating Dividends," and the multiple of
cash and non-cash dividends on the Common Stock applicable to the determination
of the Participating Dividends, which shall be 400, subject to adjustment from
time to time as hereinafter provided, is hereinafter referred to as the
"Dividend Multiple." In the event the Corporation shall at any time declare or
pay any dividend or make any distribution on Common Stock payable in shares of
Common Stock, or effect a subdivision or split or a combination, consolidation
or reverse split of the outstanding shares of Common Stock into a greater or
lesser number of shares of Common Stock, then in each such event the Dividend
Multiple thereafter applicable to the determination of the amount of
Participating Dividends which holders of shares of Series R Preferred Stock
shall be entitled to receive shall be the Dividend Multiple applicable
immediately prior to such event multiplied by a fraction the numerator of which
is the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

(B) The Corporation shall declare each Participating Dividend at the same
time it declares any cash or non-cash dividend or distribution on the Common
Stock in respect of which a Participating Dividend is required to be paid. No
cash or non-cash dividend or distribution on the Common Stock in respect of
which a Participating Dividend is required shall be paid or set aside for
payment on the

2
<PAGE>

Common Stock unless a Participating Dividend in respect of such dividend or
distribution on the Common Stock shall be simultaneously paid or set aside for
payment on the Series R Preferred Stock.

(C) Preferential Dividends shall begin to accumulate on outstanding shares
of Series R Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issuance of any shares of Series R Preferred Stock.
Accumulated but unpaid Preferential Dividends shall cumulate but shall not bear
interest. Preferential Dividends paid on the shares of Series R Preferred
Stock in an amount less than the total amount of such dividends at the time
accumulated and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding.

Section 3. VOTING RIGHTS. The holders of shares of Series R Preferred
Stock shall have the following voting rights:

(A) Each share of Series R Preferred Stock shall entitle the holder
thereof to 400 votes on all matters submitted to a vote of the stockholders of
the Corporation. The number of votes which a holder of Series R Preferred Stock
is entitled to cast, as the same maybe adjusted from time to time as hereinafter
provided, is hereinafter referred to as the "Vote Multiple." In the event the
Corporation shall at any time declare or pay any dividend on Common Stock
payable in shares of Common Stock, or effect a subdivision or split or a
combination, consolidation or reverse split of the outstanding shares of Common
Stock into a greater or lesser number of shares of Common Stock, then in each
such case the Vote Multiple thereafter applicable to the determination of the
number of votes per share to which holders of shares of Series R Preferred Stock
shall be entitled after such event shall be the Vote Multiple immediately prior
to such event multiplied by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

(B) Except as otherwise provided herein or by law, the holders of shares
of Series R Preferred Stock and the holders of shares of Common Stock shall vote
together as one class on all matters submitted to a vote of stockholders of the
Corporation.

(C) If at the time of any annual meeting of stockholders for the election
of directors a default in preference dividends on the Series R Preferred Stock
shall exist, the number of directors constituting the Board of Directors of the
Corporation shall be increased by two, and the holders of the Series R Preferred
Stock, together with the holders of any other series of Preferred Stock of the
Corporation who shall have been granted voting rights to elect directors upon a
default in the payment of dividends by the Corporation (collectively with the
holders of the Series R Preferred Stock, the "Preferred Stockholders"), shall
have the right at such meeting, voting together as a single class without regard
to series, to the exclusion of the holders of Common Stock, to elect two
directors of the Corporation to fill such newly created directorships. Such
right shall continue until there are no dividends in arrears upon the Series R
Preferred Stock. Each director elected by the Preferred Stockholders (herein
called a "Preferred Director") shall continue to serve as such director for the
full term for which he shall have been elected, notwithstanding that prior to
the end of such term a default in preference dividends shall cease to exist. Any
Preferred Director may be removed by, and shall not be removed without cause
except by, the vote of the Preferred Stockholders, voting together as a single
class without regard to series, at a meeting of the stockholders, or of the
Preferred Stockholders, called for the purpose. So long as a default in any
preference dividends on the Series R Preferred Stock shall exist (i) any vacancy
in the office of a Preferred Director may be filled (except as provided in the
following clause (ii)) by an instrument in writing signed by the remaining
Preferred Director and filed with the Corporation and (ii) in case of the
removal of any Preferred Director, the vacancy may be filled by the vote of the
Preferred Stockholders, voting together as a single class without regard to
series, at the same meeting at which such removal shall be voted. Each director
appointed as aforesaid by the remaining Preferred Director shall be deemed, for
all purposes hereof, to be a Preferred Director. Whenever the term of office of
the Preferred Directors shall end and a default in preference dividends shall no
longer exist, the number of directors constituting the Board of Directors shall
be reduced by two. For the purposes hereof, a "default in preference dividends"
on the Series R Preferred Stock shall be deemed to have occurred whenever the
amount of accrued dividends upon the Series R Preferred Stock shall be
equivalent to six full quarter yearly dividends or more and, having so occurred,
such default shall be deemed to exist thereafter until, but only until, all
accrued dividends on all

3
<PAGE>

shares of Series R Preferred Stock then outstanding shall have been paid to the
end of the last preceding quarterly dividend period.

(D) Except as otherwise required by law or set forth herein, holders of
Series R Preferred Stock shall have no special voting rights and their consent
shall not be required (except to the extent they are entitled to vote with
holders of Common Stock as set forth herein) for the taking of any corporate
action.

Section 4. CERTAIN RESTRICTIONS.

(A) Whenever Preferential Dividends or Participating Dividends are in
arrears or the Corporation shall be in default in payment thereof, thereafter
and until all accumulated and unpaid Preferential Dividends and Participating
Dividends, whether or not declared, on shares of Series R Preferred Stock
outstanding shall have been paid or set aside for payment in full, and in
addition to any and all other rights which any holder of shares of Series R
Preferred Stock may have in such circumstances, the Corporation shall not:

(i) declare or pay dividends on, make any other distributions on or
redeem or purchase or otherwise acquire for consideration any shares of
stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series R Preferred Stock;

(ii) declare or pay dividends or make any other distributions on any
shares of stock ranking on a parity as to dividends with the Series R
Preferred Stock, unless dividends are paid ratably on the Series R
Preferred Stock and all such parity stock on which dividends are payable or
in arrears in proportion to the total amounts to which the holders of all
such shares are then entitled;

(iii) except as permitted by subparagraph (iv) of this paragraph (A),
redeem or purchase or otherwise acquire for consideration shares of any
stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series R Preferred Stock, provided that
the Corporation may at any time redeem, purchase or otherwise acquire
shares of any such parity stock in exchange for shares of any stock of the
Corporation ranking junior (both as to dividends and upon liquidation,
dissolution or winding up) to the Series R Preferred Stock; or

(iv) purchase or otherwise acquire for consideration any shares of
Series R Preferred Stock, or any shares of stock ranking on a parity with
the Series R Preferred Stock (either as to dividends or upon liquidation,
dissolution or winding up), except in accordance with a purchase offer made
in writing or by publication (as determined by the Board of Directors) to
all holders of such shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other relative
rights and preferences of the respective series and classes, shall
determine in good faith will result in fair and equitable treatment among
the respective series or classes.

(B) The Corporation shall not permit any subsidiary of the Corporation to
purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.

(C) The Corporation shall not issue any shares of Series R Preferred Stock
except upon exercise of Rights issued pursuant to that certain Rights Agreement
dated as of November 8, 1995 between the Corporation and The Bank of New York
(the "Rights Agreement"), a copy of which is on file at the principal executive
office of the Corporation and shall be made available to holders of record of
Common Stock or Series R Preferred Stock without charge upon written request
therefor addressed to the Secretary of the Corporation. Notwithstanding the
foregoing sentence, nothing contained in the provisions hereof shall prohibit or
restrict the Corporation from issuing for any purpose any series of Preferred
Stock with rights and privileges similar to, different from, or greater than
those of the Series R Preferred Stock.

4
<PAGE>

Section 5. REACQUIRED SHARES. Any shares of Series R Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. The
Corporation shall cause all such shares upon their retirement and cancellation
to become authorized but unissued shares of Preferred Stock, without designation
as to series, and such shares may be reissued as part of a new series of
Preferred Stock to be created by resolution or resolutions of the Board of
Directors.

Section 6. LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, no
distribution shall be made (i) to the holders of shares of stock ranking junior
to the Series R Preferred Stock (upon liquidation, dissolution or winding up)
unless the holders of shares of Series R Preferred Stock shall have received,
subject to adjustment as hereinafter provided, the greater of either (A) $100.00
per share plus an amount equal to accumulated and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment, or
(B) the amount equal to 400 times the aggregate amount to be distributed per
share to holders of Common Stock, or (ii) to the holders of stock ranking on a
party upon liquidation, dissolution or winding up with the Series R Preferred
Stock, unless simultaneously therewith distributions are made ratably on the
Series R Preferred Stock and all other shares of such parity stock in proportion
to the total amounts to which the holders of shares of Series R Preferred Stock
are entitled under clause (i) (A) of this sentence and to which the holders of
such parity shares are entitled, in each case upon such liquidation, dissolution
or winding up. The amount to which holders of Series R Preferred Stock shall be
entitled upon liquidation, dissolution or winding up of the Corporation pursuant
to clause (i) (B) of the foregoing sentence is hereinafter referred to as the
"Participating Liquidation Amount," and the multiple of the amount to be
distributed to holders of shares of Common Stock upon the liquidation,
dissolution or winding up of the Corporation applicable pursuant to said clause
to the determination of the Participating Liquidation Amount, which shall be 400
subject to adjustment from time to time as hereinafter provided, is hereinafter
referred to as the "Liquidation Multiple." In the event the Corporation shall at
any time declare or pay any dividend on Common Stock payable in shares of Common
Stock, or effect a subdivision or split or a combination, consolidation or
reverse split of the outstanding shares of Common Stock into a greater or lesser
number of shares of Common Stock, then in each such case the Liquidation
Multiple thereafter applicable to the determination of the Participating
Liquidation Amount to which holders of Series R Preferred Stock shall be
entitled after such event shall be the Liquidation Multiple applicable
immediately prior to such event multiplied by a fraction the numerator of which
is the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event

Section 7. CERTAIN RECLASSIFICATIONS AND OTHER EVENTS

(A) In the event that holders of shares of Common Stock receive in respect
of their shares of Common Stock any share of capital stock of the Corporation
(other than any share of Common Stock of the Corporation), whether by way of
reclassification, recapitalization, reorganization, dividend or other
distribution or otherwise ("Transaction"), then in each such event the dividend
rights, rights upon the liquidation, dissolution or winding up of the
Corporation and voting rights of the shares of Series R Preferred Stock shall be
adjusted so that after such event the holders of Series R Preferred Stock shall
be entitled, in respect of each share of Series R Preferred Stock held, in
addition to such rights in respect thereof to which such holder was entitled
immediately prior to such adjustment, to (i) such additional dividends as equal
the Dividend Multiple in effect immediately prior to such Transaction multiplied
by the additional dividends which the holder of a share of Common Stock shall be
entitled to receive by virtue of the receipt in the Transaction of such capital
stock, (ii) such additional distributions upon liquidation, dissolution or
winding up of the Corporation as equal the Liquidation Multiple in effect
immediately prior to such Transaction multiplied by the additional amount which
the holder of a share of Common Stock shall be entitled to receive upon
liquidation, dissolution or winding up of the Corporation by virtue of the
receipt in the Transaction of such capital stock, as the case may be, all as
provided by the terms of such capital stock and (iii) such additional voting
rights as equal the Vote Multiple in effect immediately prior to such
Transaction multiplied by the additional voting rights which the holder of a
share of Common Stock shall be entitled to receive by virtue of the receipt in
the Transaction of such capital stock.

5
<PAGE>

(B) In the event that holders of shares of Common Stock receive in respect
of their shares of Common Stock any right or warrant to purchase Common Stock
(including as such a right, for all purposes of this paragraph, any security
convertible into or exchangeable for Common Stock) at a purchase price per share
less than the Current Market Price (as hereinafter defined) of a share of Common
Stock on the date of issuance of such right or warrant, then in each such event
the dividend rights, rights upon the liquidation, dissolution or winding up of
the Corporation and voting rights of the shares of Series R Preferred Stock
shall each be adjusted so that after such event the Dividend Multiple and the
Liquidation Multiple and the Vote Multiple shall each be the product of the
Dividend Multiple, the Liquidation Multiple and the Vote Multiple, as the case
may be, in effect immediately prior to such event multiplied by a fraction the
numerator at or of which shall be the number of shares of Common Stock
outstanding immediately before such issuance of rights or warrants plus the
maximum number of shares of Common Stock which could be acquired upon exercise
in full of all such rights or warrants and the denominator of which shall be the
number of shares of Common Stock outstanding immediately before such issuance of
rights or warrants plus the number of shares of Common Stock which could be
purchased, at the Current Market Price of the Common Stock at the time of such
issuance, by the maximum aggregate consideration payable upon exercise in full
of all such rights or warrants.

(C) In the event that holders of shares of Common Stock receive in respect
of their shares of Common Stock any right or warrant to purchase capital stock
of the Corporation (other than shares of Common Stock), including as such a
right, for all purposes of this paragraph, any security convertible into or
exchangeable for capital stock of the Corporation (other than Common Stock), at
a purchase price per share less than the Current Market Price of such shares of
capital stock on the date of issuance of such right or warrant, then in each
such event the dividend rights, rights upon liquidation, dissolution or winding
up of the Corporation and the voting rights of the shares of Series R Preferred
Stock shall each be adjusted so that after such event each holder of a share of
Series R Preferred Stock shall be entitled, in addition to such rights in
respect thereof to which such holder was entitled immediately prior to such
event, to receive (i) such additional dividends as equal the Dividend Multiple
in effect immediately prior to such event multiplied, first, by the additional
dividends to which the holder of a share of Common Stock shall be entitled upon
exercise of such right or warrant by virtue of the capital stock which could be
acquired upon such exercise and multiplied again by the Discount Fraction (as
hereinafter defined), (ii) such additional distributions upon liquidation,
dissolution or winding up of the Corporation as equal the Liquidation Multiple
in effect immediately prior to such event multiplied, first, by the additional
amount which the holder of a share of Common Stock shall be entitled to receive
upon liquidation, dissolution or winding up of the Corporation upon exercise of
such right or warrant by virtue of the capital stock which could be acquired
upon such exercise and multiplied again by the Discount Fraction and (iii) such
additional voting rights as equal the Vote Multiple in effect immediately prior
to such event multiplied, first, by the additional voting rights to which the
holder of a share of Common Stock shall be entitled upon exercise of such right
or warrant by virtue of the capital stock which could be acquired upon such
exercise and multiplied again by the Discount Fraction. For purposes of this
paragraph, the "Discount Fraction" shall be a fraction the numerator of which
shall be the difference between the Current Market Price (as hereinafter
defined) of a share of the capital stock subject to a right or warrant
distributed to holders of shares of Common Stock as contemplated by this
paragraph immediately after the distribution thereof and the purchase price per
share for such share of capital stock pursuant to such right or warrant and the
denominator of which shall be the Current Market Price of a share of such
capital stock immediately after the distribution of such right or warrant.

(D) For purposes of this Section 7, the "Current Market Price" of a share
of capital stock of the Corporation (including a share of Common Stock) on any
date shall be deemed to be the average of the daily closing prices per share
thereof over the 30 consecutive Trading Days (as such term is hereinafter
defined) immediately prior to such date, provided that in the event that such
Current Market Price of any such share of capital stock is determined during a
period which includes any date that is within 30 Trading Days after the
ex-dividend date for (i) a dividend or distribution on stock payable in shares
of such stock or securities convertible into shares of such stock or (ii) any
subdivision, split, combination, consolidation, reverse stock split or
reclassification of such stock, then in each such event, the Current Market
Price shall be appropriately adjusted by the Board of Directors to reflect the
Current Market Price of such stock to take into account ex-dividend trading.
The closing price for any day shall be the last sale price, regular way, or, in
case no such sale takes place on such day, the average of the closing bid and

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asked prices, regular way, in either case as reported in the principle
consolidated transaction reporting system with respect to securities listed or
admitted to trading on the New York Stock Exchange or, if the shares are not
listed or admitted to trading on the New York Stock Exchange, as reported in the
principal consolidated transaction reporting system with respect to securities
listed on the principal national securities exchange on which the shares are
listed or admitted to trading or, if the shares are not listed or admitted to
trading on any national securities exchange, the last quoted price or, if not so
quoted, the average of the high bid and low asked prices in the over-the-counter
market, as reported by the National Association of Securities Dealers, Inc.
Automated Quotation System ("NASDAQ") or such other system then in use, or if on
any such date the shares are not quoted by any such organization, the average of
the closing bid and asked prices as furnished by a professional market maker
making a market in the shares selected by the Board of Directors. The term
"Trading Day" shall mean a day on which the principal national securities
exchange on which the shares are listed or admitted to trading is open for the
transaction of business or, if the shares are not listed or admitted to trading
on any national securities exchange, on which the New York Stock Exchange or
such other national securities exchange as may be selected by the Board of
Directors is open. If the shares are not publicly held or not so listed or
traded on any day within the period of 30 Trading Days applicable to the
determination of Current Market Price thereof as aforesaid, "Current Market
Price" shall mean the fair market value thereof per share as determined in good
faith by the Board of Directors. In either case referred to in the foregoing
sentence, the determination of Current Market Price shall be described in a
statement filed with the Secretary of the Corporation.

Section 8. CONSOLIDATION, MERGER, ETC. In the event that the Corporation
shall enter into any consolidation, merger, combination or other transaction in
which shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such event each
outstanding share of Series R Preferred Stock shall at the same time be
similarly exchanged for or changed into the aggregate amount of stock,
securities, cash and other property (payable in like kind), as the case may be,
for which or into which each share of Common Stock is changed or exchanged
multiplied by the higher of the Dividend Multiple, the Liquidation Multiple or
the Vote Multiple in effect immediately prior to such event.

Section 9. EFFECTIVE TIME OF ADJUSTMENTS.

(A) Adjustments to the Series R Preferred Stock required by the provisions
hereof shall be effective as of the time at which the event requiring such
adjustments occurs.

(B) The Corporation shall give prompt written notice to each holder of a
share of Series R Preferred Stock of the effect on any such shares of any
adjustment to the dividend rights or rights upon liquidation, dissolution or
winding up of the Corporation required by the provisions hereof. Notwithstanding
the foregoing sentence, the failure of the Corporation to give such notice shall
not affect the validity of or the force or effect of or the requirement for such
adjustment.

Section 10. NO REDEMPTION. The shares of Series R Preferred Stock shall
not be redeemable at the option of the Corporation or any holder thereof.
Notwithstanding the foregoing sentence of this Section, the Corporation may
acquire shares of Series R Preferred Stock in any other manner permitted by law
or the provisions hereof.

Section 11. RANKING. Unless otherwise provided in the Restated
Certificate of Incorporation or a Certificate of Designation relating to a
subsequent series of Preferred Stock of the Corporation, the Series R Preferred
Stock shall rank junior to all other series of the Corporation's Preferred Stock
as to the payment of dividends and the distribution of assets on liquidation,
dissolution or winding up and senior to the Common Stock.

Section 12. AMENDMENT. After the Distribution Date (as defined in the
Rights Agreement), the provisions of the Restated Certificate of Incorporation
shall not be amended in any manner which would materially affect the rights,
privileges or powers of the Series R Preferred Stock without, in addition to any
other vote of stockholders required by law, the affirmative vote of the holders
of 80% or more of the outstanding shares of Series R Preferred Stock, voting
together as a single class.

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FIFTH: The business and affairs of the Corporation shall be managed by or
under the direction of a Board of Directors consisting of not less than nine
directors or more than twenty-one directors, the exact number of directors to be
determined from time to time solely by resolution adopted by the Board of
Directors. Until the annual meeting of stockholders in 2001, the directors
shall be divided into three classes, consisting initially of five, six and five
directors and designed Class I, Class II and Class III, respectively. Each
director elected prior to the effective date of this Article FIFTH shall serve
for the full term for which he or she was elected, such that the term of each
director elected at the 1996 annual meeting (Class III) shall end at the annual
meeting in 1999, the term of each director elected at the 1997 annual meeting
(Class I) shall end at the annual meeting in 2000, and the term of each director
elected at the 1998 annual meeting (Class II) shall end at the annual meeting in
2001. The term of each director elected after the 1998 annual meeting, whether
at an annual meeting or to fill a vacancy in the Board of Directors arising for
any reason, including an increase in the size of the Board of Directors, shall
end at the first annual meeting following his or her election. Commencing with
the annual meeting in 2001, the foregoing classification of the Board of
Directors shall cease, and all directors shall be of one class and serve for a
term ending at the annual meeting following the annual meeting at which the
director was elected. In no case shall a decrease in the number of directors
shorten the term of any incumbent director. Each director shall hold office
after the annual meeting at which his or her term is scheduled to end until his
or her successor shall be elected and shall qualify, subject, however, to prior
death, resignation, disqualification or removal from office. Any newly created
directorship resulting from an increase in the number of directors may be filled
by a majority of the Board of Directors then in office, provided that a quorum
is present, and any other vacancy on the Board of Directors may be filed by a
majority of the directors then in office, even if less than a quorum, or by a
sole remaining director.

SIXTH: Notwithstanding the provisions of Article FIFTH, whenever the
holders of any one or more classes or series of Preferred Stock issued by the
Corporation shall have the right, voting separately by class or series, to elect
directors at an annual or special meeting of stockholders, the election, term of
office, filling of vacancies and other features of such directorships shall be
governed by the terms of this Restated Certificate of Incorporation or the
resolution or resolutions adopted by the Board of Directors pursuant to Article
FOURTH applicable thereto.

SEVENTH: Elections of directors at an annual or special meeting of
stockholders shall be by written ballot unless the Bylaws of the Corporation
shall otherwise provide.

EIGHTH: Special meetings of the stockholders of the Corporation for any
purpose or purposes may be called at any time by the Board of Directors, the
Chairman of the Board of Directors or the President. Special meetings of the
stockholders of the Corporation may not be called by any other person or
persons.

NINTH: A. Except as set forth in Section B of this Article NINTH, the
affirmative vote of the holders of four-fifths (4/5) of the outstanding stock of
the Corporation entitled to vote shall be required for:

(i) any merger or consolidation to which the Corporation, or any of
its subsidiaries, and an Interested Person (as hereinafter defined) are
parties;

(ii) any sale or other disposition by the Corporation, or any of its
subsidiaries, of all or substantially all of its assets to an Interested
Person;

(iii) any purchase or other acquisition by the Corporation, or any of
its subsidiaries, of all or substantially all of the assets or stock of an
Interested Person; and

(iv) any other transaction with an Interested Person which requires
the approval of the stockholders of the Corporation under the GCL.

B. The provisions of Section A of this Article NINTH shall not be
applicable to any transaction described therein if (i) such transaction is
approved by resolution of the Corporation's Board of Directors,

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provided that a majority of the members of the Board of Directors voting for the
approval of such transaction were duly elected and acting members of the Board
of Directors prior to the date that the person, firm or corporation, or any
group thereof, with whom such transaction is proposed, became an Interested
Person, or (ii) the provision of a vote in excess of that required by the GCL
for such transaction violates the express provisions of the GCL.

C. As used in this Article NINTH, the term "Interested Person" shall mean
any person, firm or corporation, or any group thereof, acting or intending to
act in concert, including any person directly or indirectly controlling or
controlled by or under direct or indirect common control with such person, firm
or corporation or group, which owns of record or beneficially, directly or
indirectly, five percent (5%) or more of any class of voting securities of the
Corporation.

D. The affirmative vote of the owners of four-fifths (4/5) of the
outstanding stock of the Corporation entitled to vote shall be required to
amend, alter or repeal this Article NINTH.

TENTH: The officers of the Corporation shall be chosen in such a manner,
shall hold their offices for such terms and shall carry out such duties as are
determined solely by the Board of Directors, subject to the right of the Board
of Directors to remove any officer or officers at any time with or without
cause.

ELEVENTH: A. The Corporation shall indemnify to the full extent
authorized or permitted by law (as now or hereinafter in effect) any person
made, or threatened to be made, a defendant or witness to any action, suit or
proceeding (whether civil or criminal or otherwise) by reason of the fact that
he, his testator or intestate, is or was a director or officer of the
Corporation or by reason of the fact that such director or officer, at the
request of the Corporation, is or was serving any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, in
any capacity. Nothing contained herein shall affect any rights to
indemnification to which employees other than directors and officers may be
entitled by law. No amendment or repeal of this Section A of Article ELEVENTH
shall apply to or have any effect on any right to indemnification provided
hereunder with respect to any acts or omissions occurring prior to such
amendment or repeal.

B. A director of this Corporation shall not be liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is not permitted under the GCL.

Any repeal or modification of the foregoing paragraph shall not adversely
affect any right or protection of a director of the Corporation existing
hereunder with respect to any act or omission occurring prior to such repeal or
modification.

C. In furtherance and not in limitation of the powers conferred by
statute:

(i) the Corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
Corporation, or is serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation would
have the power to indemnify him against such liability under the provisions
of law; and

(ii) the Corporation may create a trust fund, grant a security
interest and/or use other means (including, without limitation, letters of
credit, surety bonds and/or other similar arrangements), as well as enter
into contracts providing indemnification to the full extent authorized or
permitted by law and including as part thereof provisions with respect to
any or all of the foregoing to ensure the payment of such amounts as may
become necessary to effect indemnification as provided therein, or
elsewhere.

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TWELFTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to adopt, repeal, alter,
amend or rescind the Bylaws of the Corporation. In addition, the Bylaws of the
Corporation may be adopted, repealed, altered, amended or rescinded by the
affirmative vote of sixty-six and two-thirds percent (66-2/3%) of the
outstanding stock of the Corporation entitled to vote thereon.

THIRTEENTH: The Corporation reserves the right to repeal, alter, amend or
rescind any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred on
stockholders herein are granted subject to this reservation.

IN WITNESS WHEREOF, The Walt Disney Company. has caused its corporate seal
to be hereunto affixed and this Restated Certificate of Incorporation to be
signed by David K. Thompson, its Senior Vice President-Assistant General
Counsel, this 25th day of February, 1998.

THE WALT DISNEY COMPANY

/s/ David K. Thompson
----------------------------------------
David K. Thompson
Senior Vice President-Assistant General Counsel

<PAGE>

EXHIBIT 4.2

AMENDED AS OF
February 24, 1998

AMENDED BYLAWS

THE WALT DISNEY COMPANY

(hereinafter called the "Corporation")

ARTICLE I

OFFICES

SECTION 1. REGISTERED OFFICE. The registered office of the
Corporation shall be in the City of Wilmington, County of New Castle, Delaware.

SECTION 2. PRINCIPAL PLACE OF BUSINESS. The principal place of
business of the Corporation is hereby fixed and located at 500 South Buena Vista
Street, Burbank, California 91521.

SECTION 3. OTHER OFFICES. The Corporation may also have offices
at such other places both within and without the State of Delaware as the Board
of Directors may from time to time determine.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1. PLACE OF MEETINGS. Meetings of the stockholders for the
election of directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware, as shall be designated
from time to time by the Board of Directors (and in the case of a special
meeting, by the Board of Directors or the person calling the special meeting as
authorized by Section 3 of this Article II) and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

SECTION 2. ANNUAL MEETINGS. The Annual Meetings of Stockholders
shall be held on such date and at such time and place as may be fixed by the
Board of Directors and stated in

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the notice of the meeting, for the purpose of electing directors and for the
transaction of such other business as is properly brought before the meeting in
accordance with these Bylaws.

To be properly brought before the Annual Meeting, business must be
either (i) specified in the notice of Annual Meeting (or any supplement or
amendment thereto) given by or at the direction of the Board of Directors, (ii)
otherwise brought before the Annual Meeting by or at the direction of the Board
of Directors, or (iii) otherwise (a) properly be requested to be brought before
the Annual Meeting by a stockholder of record entitled to vote in the election
of directors generally, and (b) constitute a proper subject to be brought before
such meeting. In addition to any other applicable requirements, for business to
be properly brought before an Annual Meeting by a stockholder, the stockholder
must have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice must be delivered to or
mailed and received at 500 South Buena Vista Street, Burbank, California 91521,
not less than 50 days nor more than 75 days prior to the meeting; provided,
however, that in the event that less than 65 days' notice or prior public
disclosure of the date of the Annual Meeting is given or made to stockholders,
notice by a stockholder to be timely must be so received not later than the
close of business on the 12th day following the day on which such notice of the
date of the Annual Meeting was mailed or such public disclosure was made,
whichever first occurs. A stockholder's notice to the Secretary shall set forth
as to each matter the stockholder proposes to bring before the Annual Meeting
(i) a brief description of the business desired to be brought before the Annual
Meeting and the reasons for conducting such business at the Annual Meeting, (ii)
the name and record address of the stockholder proposing such business, (iii)
the class, series and number of shares of the Corporation which are beneficially
owned by the stockholder, and (iv) any material interest of the stockholder in
such business. Notwithstanding anything in the Bylaws to the contrary, no
business shall be conducted at the Annual Meeting except in accordance with the
procedures set forth in this Article II, Section 2. The person presiding at an
Annual Meeting shall, if the facts warrant, determine and declare to the Annual
Meeting that business was not properly brought before the Annual Meeting in
accordance with the provisions of this Article II, Section 2, and if he should
so determine, he shall so declare to the Annual Meeting and any such business
not properly brought before the meeting shall not be transacted. Written notice
of the Annual Meeting stating the place, date and hour of the Annual Meeting
shall be given to each stockholder entitled to vote at such meeting not less
than 10 nor more than 60 days before the date of the meeting.

SECTION 3. SPECIAL MEETINGS. Special meetings of stockholders, for
any purpose or purposes, may be called by the Board of Directors, the Chairman
of the Board of Directors, or the President. Special meetings of stockholders
may not be called by any other person or persons. Written notice of a special
meeting stating the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called shall be given not less than 10 nor
more than 60 days before the date of the meeting to each stockholder entitled to
vote at such meeting, and only such business as is stated in such notice shall
be acted upon thereat. Nominations of persons for election to the Board of
Directors may be made at a special meeting of stockholders at which directors
are to be elected pursuant to the Corporation's notice of meeting (a) by or at
the direction of the Board of Directors, or (b) by a stockholder of the
Corporation who is entitled

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to vote at the meeting and who complies with the notice provisions contained in
Section 2 of this Article II.

SECTION 4. QUORUM. Except as may be otherwise provided by law or by
the Certificate of Incorporation, the holders of a majority of the capital stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business. If, however, such quorum shall
not be present or represented at any meeting of the stockholders, a minority of
the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed. If the adjournment is for more than 30 days,
or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder
entitled to vote at the meeting.

SECTION 5. VOTING. Unless otherwise required by law, the Certificate
of Incorporation or these Bylaws, (i) at all meetings of stockholders for the
election of directors, a plurality of votes cast shall be sufficient to elect,
and (ii) any other question brought before any meeting of stockholders shall be
decided by the vote of the holders of a majority of the stock represented and
entitled to vote thereon. Unless otherwise provided in the Certificate of
Incorporation, each stockholder represented at a meeting of stockholders shall
be entitled to cast one vote for each share of the capital stock entitled to
vote thereat held by such stockholder. The Board of Directors, in its
discretion, or the officer of the Corporation presiding at a meeting of
stockholders, in his discretion, may require that any votes cast at such meeting
shall be cast by written ballot.

SECTION 6. ORGANIZATION.

(a) All meetings of the stockholders shall be presided over by
the Chairman of the Board of Directors or, if he is not present, by the Vice
Chairman of the Board of Directors, and if he is not present, by such officer or
director as is designated by the Board of Directors. The Secretary of the
Corporation or, if he is not present, any Assistant Secretary or other person
designated by the presiding officer shall act as secretary of the meeting.

(b) The date and time of the opening and the closing of the
polls for each matter upon which the stockholders will vote at a meeting shall
be announced at the meeting by the person presiding over the meeting. The Board
of Directors may adopt by resolution such rules and regulations for the conduct
of the meeting of stockholders as it shall deem appropriate. Except to the
extent inconsistent with such rules and regulations as adopted by the Board of
Directors, the chairman of any meeting of stockholders shall have the right and
authority to prescribe such rules, regulations and procedures and to do all such
acts as, in the judgment of such chairman, are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures, whether adopted
by the Board of Directors or prescribed by the chairman of the

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meeting, may include, without limitation, the following (i) the establishment of
an agenda or order of business for the meeting; (ii) rules and procedures for
maintaining order at the meeting and the safety of those present; (iii)
limitations on attendance at or participation in the meeting to stockholders of
record of the Corporation, their duly authorized and constituted proxies or such
other persons as the chairman of the meeting shall determine; (iv) restrictions
on entry to the meeting after the time fixed for the commencement thereof; and
(v) limitations on the time allotted to questions or comments by participants.
Unless and to the extent determined by the Board of Directors or the chairman of
the meeting, meetings of stockholders shall not be required to be held in
accordance with the rules of parliamentary procedure.

SECTION 7. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The officer of
the Corporation who has charge of the stock ledger of the Corporation shall
prepare and make, at least 10 days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least 10 days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder of the Corporation who is
present.

SECTION 8. STOCK LEDGER. The stock ledger of the Corporation shall
be the only evidence as to who are the stockholders entitled to examine the
stock ledger, the list required by Section 7 of this Article II or the books of
the Corporation, or to vote in person or by proxy at any meeting of
stockholders.

SECTION 9. INSPECTORS OF ELECTION. Before any meeting of
stockholders, the Board of Directors shall appoint one or more inspectors to act
at the meeting and make a written report thereof. The Board of Directors may
designate one or more persons as alternate inspectors to replace any inspector
who fails to act. If no inspector or alternate is able to act at a meeting of
stockholders, the person presiding at the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute the
duties of inspector with strict impartiality and according to the best of his
ability.

The inspectors shall:

(a) ascertain the number of shares outstanding and the voting
power of each,

(b) determine the shares represented at the meeting and the
validity of proxies and ballots,

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(d) determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination made by the inspectors,
and

(e) certify their determination of the number of shares
represented at the meeting, and their count of all votes and ballots.

The inspectors may appoint or retain other persons or entities to assist
the inspectors in the performance of the duties of the inspectors. In
determining the validity and counting of proxies and ballots, the inspectors
shall act in accordance with applicable law.

ARTICLE III

DIRECTORS

SECTION 1. NUMBER AND ELECTION OF DIRECTORS. Subject to the rights, if
any, of holders of preferred stock of the Corporation to elect directors of the
Corporation, the Board of Directors shall consist of not less than nine nor more
than 21 members with the exact number of directors to be determined from time to
time solely by resolution duly adopted by the Board of Directors. Directors
shall be elected by a plurality of the votes cast at Annual Meetings of
stockholders, and each director so elected shall hold office as provided by
Article FIFTH of the Certificate of Incorporation. Any director may resign at
any time effective upon giving written notice to the Corporation, unless the
notice specifies a later time for the effectiveness of such resignation.
Directors need not be stockholders.

SECTION 2. NOMINATION OF DIRECTORS. Only persons who are nominated
in accordance with the following procedures shall be eligible for election as
directors. Nominations of persons for election to the Board of Directors of the
Corporation at the Annual Meeting may be made at such meeting by or at the
direction of the Board of Directors, by any committee or persons appointed by
the Board of Directors or by any stockholder of the Corporation entitled to vote
for the election of directors at the meeting who complies with the notice
procedures set forth in this Article III, Section 2. Such nominations by any
stockholder shall be made pursuant to timely notice in writing to the Secretary
of the Corporation. To be timely, a stockholder's notice shall be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than 50 days nor more than 75 days prior to the meeting; provided, however,
that in the event that less than 65 days' notice or prior public disclosure of
the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the 15th day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made, whichever first
occurs. Such stockholder's notice to the Secretary shall set forth (i) as to
each person whom the stockholder proposes to nominate for election or reelection
as a director, (a) the name, age, business address and residence address of the
person, (b) the principal occupation or employment of the person, (c) the class
and number of shares of capital stock of the Corporation which are beneficially

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owned by the person, and (d) any other information relating to the person that
is required to be disclosed in solicitations for proxies for election of
directors pursuant to the Rules and Regulations of the Securities and Exchange
Commission under Section 14 of the Securities Exchange Act of 1934, as amended;
and (ii) as to the stockholder giving the notice (a) the name and record address
of the stockholder and (b) the class and number of shares of capital stock of
the Corporation which are beneficially owned by the stockholder. The
Corporation may require any proposed nominee to furnish such other information
as may reasonably be required by the Corporation to determine the eligibility of
such proposed nominee to serve as a director of the Corporation. No person
shall be eligible for election as a director of the Corporation unless nominated
in accordance with the procedures set forth herein. The officer of the
Corporation presiding at an Annual Meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the foregoing procedure, and if he should so determine, he shall
so declare to the meeting and the defective nomination shall be disregarded.

SECTION 3. VACANCIES. Any vacancy on the Board of Directors,
howsoever resulting, may be filled by a majority of the directors then in
office, even if less than a quorum, or by a sole remaining director. Any
director elected to fill a vacancy shall hold office for a term as specified
in Article FIFTH of the Certificate of Incorporation.

SECTION 4. DUTIES AND POWERS. The business of the Corporation shall
be managed by or under the direction of the Board of Directors which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
Bylaws directed or required to be exercised or done by the stockholders.

SECTION 5. MEETINGS. The Board of Directors of the Corporation may
hold meetings, both regular and special, either within or without the State of
Delaware. Regular meetings of the Board of Directors may be held without notice
at such time and at such place as may from time to time be determined by the
Board of Directors. Special meetings of the Board of Directors may be called by
the Chairman of the Board of Directors, the President, or by a majority of the
Board of Directors. Notice thereof, stating the place, date and hour of the
meeting, shall be given to each director either by mail not less than four days
before the date of the meeting, or personally or by telephone, telegram, telex
or similar means of communication on 12 hours notice, or on such shorter notice
as the person or persons calling such meeting may deem necessary or appropriate
in the circumstances.

SECTION 6. QUORUM; ACTION OF BOARD OF DIRECTORS. Except as may be
otherwise specifically provided by law, the Certificate of Incorporation or
these Bylaws, at all meetings of the Board of Directors, a majority of the
entire Board of Directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors. If a quorum
shall not be present at any meeting of the Board of Directors, the directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.

-6-
<PAGE>

SECTION 7. ACTION BY WRITTEN CONSENT. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if all the members of the
Board of Directors or committee, as the case may be, consent thereto in writing,
and the writing or writings are filed with the minutes of proceedings of the
Board of Directors or committee.

SECTION 8. MEETINGS BY MEANS OF CONFERENCE TELEPHONE. Members of
the Board of Directors of the Corporation, or any committee designated by the
Board of Directors, may participate in a meeting of the Board of Directors or
such committee by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this Section 8 shall
constitute presence in person at such meeting.

SECTION 9. COMMITTEES. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of any such committee. In the absence or disqualification
of a member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any absent or disqualified member. Any committee, to the extent allowed by law
and provided in the resolution establishing such committee, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation. The Board of
Directors shall have the power to prescribe the manner in which proceedings of
any such committee shall be conducted. In the absence of any such prescription,
such committee shall have the power to prescribe the manner in which its
proceedings shall be conducted. Unless the Board of Directors or such committee
shall otherwise provide, regular and special meetings and other actions of any
such committee shall be governed by the provisions of this Article III
applicable to meetings and actions of the Board of Directors. Each committee
shall keep regular minutes and report to the Board of Directors when required.

SECTION 10. FEES AND COMPENSATION. Directors and members of
committees may receive such compensation, if any, for their services, and such
reimbursement for expenses, as may be fixed or determined by the Board of
Directors.

ARTICLE IV

OFFICERS

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<PAGE>

SECTION 1. GENERAL. The officers of the Corporation shall be chosen
by the Board of Directors and shall be a Chairman of the Board of Directors (who
must be a director), a President, a Secretary and a Treasurer. The Board of
Directors, in its sole discretion, may also choose a Vice Chairman of the Board
of Directors (who must be a director), one or more Executive Vice Presidents,
Senior Vice Presidents, Vice Presidents, Assistant Secretaries, Assistant
Treasurers and other officers. Any number of offices may be held by the same
person, unless otherwise prohibited by law, the Certificate of Incorporation or
these Bylaws.

SECTION 2. ELECTION. The Board of Directors at its first meeting
held after each Annual Meeting of stockholders shall elect the officers of the
Corporation who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time solely
by the Board of Directors, which determination may be by resolution of the Board
of Directors or in any bylaw provision duly adopted or approved by the Board of
Directors; and all officers of the Corporation shall hold office until their
successors are chosen and qualified, or until their earlier resignation or
removal. Any officer elected by the Board of Directors may be removed at any
time by the Board of Directors with or without cause. Any vacancy occurring in
any office of the Corporation may be filled only by the Board of Directors.

SECTION 3. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the
Board of Directors shall be the Chief Executive Officer of the Corporation,
shall preside at all meetings of the Board of Directors and of stockholders and
shall, subject to the provisions of the Bylaws and the control of the Board of
Directors, have general and active management, direction, and supervision over
the business of the Corporation and over its officers. He shall perform all
duties incident to the office of chief executive and such other duties as from
time to time may be assigned to him by the Board of Directors. He shall have
the right to delegate any of his powers to any other officer or employee.

SECTION 4. PRESIDENT. The President shall report and be responsible
to the Chairman of the Board. The President shall have such powers and perform
such duties as from time to time may be assigned or delegated to him by the
Board of Directors or are incident to the office or President.

During the absence, disability, or at the request of the Chairman of
the Board of Directors, the President shall perform the duties and exercise the
powers of the Chairman of the Board of Directors. In the absence or disability
of both the President and the Chairman of the Board of Directors, the person
designated by the Board of Directors shall perform the duties and exercise the
powers of the President, and unless otherwise determined by the Board, the
duties and powers of the Chairman.

SECTION 5. EXECUTIVE VICE PRESIDENTS. The Executive Vice Presidents
shall have such powers and perform such duties as from time to time may be
prescribed for them respectively by the Board of Directors or are incident to
the office of Executive Vice President.

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<PAGE>

SECTION 6. SENIOR VICE PRESIDENTS. The Senior Vice Presidents shall
have such powers and perform such duties as from time to time may be prescribed
for them respectively by the Board of Directors or are incident to the office of
Senior Vice President.

SECTION 7. VICE PRESIDENTS. The Vice Presidents shall have such
powers and perform such duties as from time to time may be prescribed for them
respectively by the Board of Directors or are incident to the office of Vice
President.

SECTION 8. SECRETARY. The Secretary shall keep or cause to be kept,
at the principal executive office or such other place as the Board of Directors
may order, a book of minutes of all meetings of stockholders, the Board of
Directors and its committees, with the time and place of holding, whether
regular or special, and if special, how authorized, the notice thereof given,
the names of those present at Board of Directors and committee meetings, the
number of shares present or represented at stockholders' meetings, and the
proceedings thereof. The Secretary shall keep, or cause to be kept, a copy of
the Bylaws of the Corporation at the principal executive office or business
office of the Corporation.

The Secretary shall keep, or cause to be kept, at the principal
executive office or at the office of the Corporation's transfer agent or
registrar, if one be appointed, a stock register, or a duplicate stock register,
showing the names of the stockholders and their addresses, the number and
classes of shares held by each, the number and date of certificates issued for
the same, and the number and date of cancellation of every certificate
surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all meetings
of the stockholders and of the Board of Directors and any committees thereof
required by these Bylaws or by law to be given, shall keep the seal of the
Corporation in safe custody, and shall have such other powers and perform such
other duties as may be prescribed by the Board of Directors.

SECTION 9. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities of the Corporation and shall keep and maintain,
or cause to be kept and maintained, adequate and correct accounts of the
properties and business transactions of the Corporation, and shall send or cause
to be sent to the stockholders of the Corporation such financial statements and
reports as are by law or these Bylaws required to be sent to them.

The Treasurer shall deposit all moneys and valuables in the name and
to the credit of the Corporation with such depositaries as may be designated by
the Board of Directors. The Treasurer shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, shall render to the
President and directors, whenever they request it, an account of all
transactions and of the financial condition of the Corporation, and shall have
such other powers and perform such other duties as may be prescribed by the
Board of Directors.

SECTION 10. OTHER OFFICERS. Such other officers or assistant
officers as the Board of Directors may choose shall perform such duties and have
such powers as from time to time may be assigned to them by the Board of
Directors. The Board of Directors may delegate to any

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<PAGE>

other officer of the Corporation the power to choose such other officers and to
prescribe their respective duties and powers.

SECTION 11. EXECUTION OF CONTRACTS AND OTHER DOCUMENTS. Each officer
of the Corporation may execute, affix the corporate seal and/or deliver, in the
name and on behalf of the Corporation, deeds, mortgages, notes, bonds,
contracts, agreements, powers of attorney, guarantees, settlements, releases,
evidences of indebtedness, conveyances, or any other document or instrument
which is authorized by the Board of Directors or is required to be executed in
the ordinary course of business, except in cases where the execution, affixation
of the corporate seal and/or delivery thereof shall be expressly and exclusively
delegated by the Board of Directors to some other officer or agent of the
Corporation.

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<PAGE>

ARTICLE V

STOCK

SECTION 1. FORM OF CERTIFICATES. Every holder of stock in the
Corporation shall be entitled to have a certificate signed, in the name of the
Corporation (i) by the Chairman or Vice Chairman of the Board of Directors, the
President or any Executive Vice President, Senior Vice President or Vice
President and (ii) by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary of the Corporation, certifying the number of shares
owned by him in the Corporation.

SECTION 2. SIGNATURES. Where a certificate is countersigned by (i)
a transfer agent or (ii) a registrar, any other signature on the certificate may
be a facsimile. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the Corporation with the same effect as if he
were such officer, transfer agent or registrar at the date of issue.

SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a
new certificate to be issued in place of any certificate theretofore issued by
the Corporation alleged to have been lost, stolen or destroyed, upon the making
of an affidavit of that fact by the person claiming the certificate of stock to
be lost, stolen or destroyed. When authorizing such issue of a new certificate,
the Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to advertise the same in such manner
as the Board of Directors shall require and/or to give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.

SECTION 4. TRANSFERS. Transfers of shares of capital stock of the
Corporation shall be made only on the stock record of the Corporation by the
holder of record thereof or by his attorney thereunto authorized by the power of
attorney duly executed and filed with the Secretary of the Corporation or the
transfer agent thereof, and only on surrender of the certificate or certificates
representing such shares, properly endorsed or accompanied by a duly executed
stock transfer power. The Board of Directors may make such additional rules and
regulations as it may deem expedient concerning the issue and transfer of
certificates representing shares of the capital stock of the Corporation.

SECTION 5. RECORD DATE.

(a) In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to

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<PAGE>

exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors may fix,
in advance, a record date, which shall not be more than 60 days nor less than 10
days before the date of such meeting, nor more than 60 days prior to any other
action. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

(b) Notwithstanding Section 5(a) of Article V of these Bylaws,
the record date for determining stockholders entitled to express consent to
corporate action in writing without a meeting shall be as fixed by the Board of
Directors or as otherwise established under this Section 5(b). Any person
seeking to have the stockholders authorize or take corporate action by written
consent without a meeting shall, by written notice addressed to the Secretary
and delivered to the Corporation, request that a record date be fixed for such
purpose. The Board of Directors may fix a record date for such purpose which
shall be no more than 10 days after the date upon which the resolution fixing
the record date is adopted by the Board and shall not precede the date such
resolution is adopted. If the Board of Directors fails within 10 days after the
Corporation receives such notice to fix a record date for such purpose, the
record date shall be the day on which the first written consent is delivered to
the Corporation in the manner described in Section 5(c) below unless prior
action by the Board of Directors is required under the General Corporation Law
of the State of Delaware, in which event the record date shall be at the close
of business on the day on which the Board of Directors adopts the resolution
taking such prior action.

(c) Every written consent purporting to take or authorizing the
taking of corporate action and/or related revocations (each such written consent
and related revocation is referred to in this Section 5(c) of Article V of the
Bylaws as a "Consent") shall bear the date of signature of each stockholder who
signs the Consent, and no Consent shall be effective to take the corporate
action referred to therein unless, within 60 days of the earliest dated Consent
delivered in the manner required by this Section 5(c), Consents signed by a
sufficient number of stockholders to take such action are so delivered to the
Corporation.

A Consent shall be delivered to the Corporation by delivery to its
registered office in the State of Delaware, its principal place of business, or
an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery to the
Corporation's registered office shall be made by hand or by certified or
registered mail, return receipt requested.

In the event of the delivery to the Corporation of a Consent, the
Secretary of the Corporation shall provide for the safe-keeping of such Consent
and shall promptly conduct such ministerial review of the sufficiency of the
Consents and of the validity of the action to be taken by stockholder consent as
he deems necessary or appropriate, including, without limitation, whether the
holders of a number of shares having the requisite voting power to authorize or
take the action specified in the Consent have given consent; provided, however,
that if the corporate action to which the Consent relates is the removal or
replacement of one or more members of the

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<PAGE>

Board of Directors, the Secretary of the Corporation shall promptly designate
two persons, who shall not be members of the Board of Directors, to serve as
inspectors with respect to such Consent and such inspectors shall discharge the
functions of the Secretary of the Corporation under this Section 5(c). If after
such investigation the Secretary or the inspectors (as the case may be) shall
determine that the Consent is valid and that the action therein specified has
been validly authorized, that fact shall forthwith be certified on the records
of the Corporation kept for the purpose of recording the proceedings of meetings
of stockholders, and the Consent shall be filed in such records, at which time
the Consent shall become effective as stockholder action. In conducting the
investigation required by this Section 5(c), the Secretary or the inspectors (as
the case may be) may, at the expense of the Corporation, retain special legal
counsel and any other necessary or appropriate professional advisors, and such
other personnel as they may deem necessary or appropriate to assist them, and
shall be fully protected in relying in good faith upon the opinion of such
counsel or advisors.

SECTION 6. BENEFICIAL OWNERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
law.

ARTICLE VI

NOTICES

SECTION 1. NOTICES. Whenever written notice is required by law, the
Certificate of Incorporation or these Bylaws, to be given to any director or
stockholder, such notice may be given by mail, addressed to such director or
stockholder, at his address as it appears on the records of the Corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail. Written notice
may also be given personally or by telegram, telex, cable or facsimile
transmission followed, if required by law, by deposit in the United States mail,
with postage prepaid.

SECTION 2. WAIVERS OF NOTICE. Whenever any notice is required by
law, the Certificate of Incorporation or these Bylaws, to be given to any
director or stockholder, a waiver thereof in writing, signed by the person or
persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.

ARTICLE VII

GENERAL PROVISIONS

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<PAGE>

SECTION 1. DISBURSEMENTS. All checks or demands for money and notes
of the Corporation shall be signed by such officer or officers or such other
person or persons as the Board of Directors may from time to time designate.

SECTION 2. FISCAL YEAR. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

SECTION 3. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name of
and on behalf of the Corporation by the Chairman of the Board of Directors or
the President or any other officer or officers authorized by the Board of
Directors, the Chairman of the Board of Directors or the President, and any such
officer may, in the name of and on behalf of the Corporation, vote, represent
and exercise on behalf of the Corporation all rights incident to any and all
shares of any other corporation or corporations standing in the name of the
Corporation and take all such action as any such officer may deem advisable to
vote in person or by proxy at any meeting of security holders of any corporation
in which the Corporation may own securities and at any such meeting shall
possess and may exercise any and all rights and power incident to the ownership
of such securities and which, as the owner thereof, the Corporation might have
exercised and possessed if present. The Board of Directors may, by resolution,
from time to time confer like powers upon any other person or persons.

ARTICLE VIII

INDEMNIFICATION

SECTION 1. GENERAL. The Corporation shall indemnify to the full
extent authorized or permitted by law (as now or hereafter in effect) any person
made, or threatened to be made, a defendant or witness to any action, suit or
proceeding (whether civil or criminal or otherwise) by reason of the fact that
he, his testator or intestate, is or was a director or officer of the
Corporation or by reason of the fact that such director or officer, at the
request of the Corporation, is or was serving any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, in
any capacity. Nothing contained herein shall affect any rights to
indemnification to which employees other than directors and officers may be
entitled by law. No amendment or repeal of this Section 1 shall apply to or
have any effect on any right to indemnification provided hereunder with respect
to any acts or omissions occurring prior to such amendment or repeal.

SECTION 2. FURTHER ASSURANCE. In furtherance and not in limitation
of the powers conferred by statute:

(a) the Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is serving at the

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<PAGE>

request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of law; and

(b) the Corporation may create a trust fund, grant a security
interest and/or use other means (including, without limitation, letters of
credit, surety bonds and/or other similar arrangements), as well as enter into
contracts providing indemnification to the full extent authorized or permitted
by law and including as part thereof provisions with respect to any or all of
the foregoing to ensure the payment of such amounts as may become necessary to
effect indemnification as provided therein, or elsewhere.

ARTICLE IX

AMENDMENTS

SECTION 1. GENERAL. These Bylaws may be altered, amended or
repealed, in whole or in part, or new Bylaws may be adopted by either the
holders of 66-2/3% of the outstanding capital stock entitled to vote thereon or
by the Board of Directors.

ARTICLE X

EMERGENCY PROVISIONS

SECTION 1. GENERAL. The provisions of this Article X shall be
operative only during a national emergency declared by the President of the
United States or the person performing the President's functions, or in the
event of a nuclear, atomic or other attack on the United States or a disaster
making it impossible or impracticable for the Corporation to conduct its
business without recourse to the provisions of this Article X. Said provisions
in such event shall override all other Bylaws of the Corporation in conflict
with any provisions of this Article X, and shall remain operative so long as it
remains impossible or impracticable to continue the business of the Corporation
otherwise, but thereafter shall be inoperative; provided that all actions taken
in good faith pursuant to such provisions shall thereafter remain in full force
and effect unless and until revoked by action taken pursuant to the provisions
of the Bylaws other than those contained in this Article X.

SECTION 2. UNAVAILABLE DIRECTORS. All directors of the Corporation
who are not available to perform their duties as directors by reason of physical
or mental incapacity or for any other reason or who are unwilling to perform
their duties or whose whereabouts are unknown shall automatically cease to be
directors, with like effect as if such persons had resigned as directors, so
long as such unavailability continues.

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<PAGE>

SECTION 3. AUTHORIZED NUMBER OF DIRECTORS. The authorized number of
directors shall be the number of directors remaining after eliminating those who
have ceased to be directors pursuant to Section 2 of this Article X, or the
minimum number required by law, whichever number is greater.

SECTION 4. QUORUM. The number of directors necessary to constitute
a quorum shall be one-third of the authorized number of directors as specified
in Section 3 of this Article X, or such other minimum number as, pursuant to the
law or lawful decree then in force, it is possible for the Bylaws of a
Corporation to specify.

SECTION 5. CREATION OF EMERGENCY COMMITTEE. In the event the number
of directors remaining after eliminating those who have ceased to be directors
pursuant to Section 2 of this Article X is less than the minimum number of
authorized directors required by law, then until the appointment of additional
directors to make up such required minimum, all the powers and authorities which
the Board of Directors could by law delegate including all powers and
authorities which the Board of Directors could delegate to a committee, shall be
automatically vested in an emergency committee, and the emergency committee
shall thereafter manage the affairs of the Corporation pursuant to such powers
and authorities and shall have all other powers and authorities as may by law or
lawful decree be conferred on any person or body of persons during a period of
emergency.

SECTION 6. CONSTITUTION OF EMERGENCY COMMITTEE. The emergency
committee shall consist of all the directors remaining after eliminating those
who have ceased to be directors pursuant to Section 2 of this Article X,
provided that such remaining directors are not less than three in number. In
the event such remaining directors are less than three in number, the emergency
committee shall consist of three persons, who shall be the remaining director or
directors and either one or two officers or employees of the Corporation, as the
remaining director or directors may in writing designate. If there is no
remaining director, the emergency committee shall consist of the three most
senior officers of the Corporation who are available to serve, and if and to the
extent that officers are not available, the most senior employees of the
Corporation. Seniority shall be determined in accordance with any designation
of seniority in the minutes of the proceedings of the Board, and in the absence
of such designation, shall be determined by rate of remuneration. In the event
that there are no remaining directors and no officers or employees of the
Corporation available, the emergency committee shall consist of three persons
designated in writing by the stockholder owning the largest number of shares of
record as of the date of the last record date.

SECTION 7. POWERS OF EMERGENCY COMMITTEE. The emergency committee,
once appointed, shall govern its own procedures and shall have power to increase
the number of members thereof beyond the original number, and in the event of a
vacancy or vacancies therein, arising at any time, the remaining member or
members of the emergency committee shall have the power to fill such vacancy or
vacancies. In the event at any time after its appointment all members of the
emergency committee shall die or resign or become unavailable to act for any

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<PAGE>

reason whatsoever, a new emergency committee shall be appointed in accordance
with the foregoing provisions of this Article X.

SECTION 8. DIRECTORS BECOMING AVAILABLE. Any person who has ceased
to be a director pursuant to the provisions of Section 2 of this Article X and
who thereafter becomes available to serve as a director shall automatically
become a member of the emergency committee.

SECTION 9. ELECTION OF BOARD OF DIRECTORS. The emergency committee
shall, as soon after its appointment as is practicable, take all requisite
action to secure the election of a board of directors, and upon such election
all the powers and authorities of the emergency committee shall cease.

SECTION 10. TERMINATION OF EMERGENCY COMMITTEE. In the event, after
the appointment of an emergency committee, a sufficient number of persons who
ceased to be directors pursuant to Section 2 of this Article X become available
to serve as directors, so that if they had not ceased to be directors as
aforesaid, there would be enough directors to constitute the minimum number of
directors required by law, then all such persons shall automatically be deemed
to be reappointed as directors and the powers and authorities of the emergency
committee shall be at an end.

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<PAGE>

EXHIBIT 4.4

FORM OF SENIOR SUBORDINATED DEBT SECURITIES INDENTURE

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

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THE WALT DISNEY COMPANY

SENIOR SUBORDINATED DEBT SECURITIES

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

INDENTURE

DATED AS OF _______

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

CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION,
AS TRUSTEE

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- --------------------------------------------------------------------------------
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<PAGE>

CROSS REFERENCE TABLE (1)

<TABLE>
<CAPTION>
TIA INDENTURE
SECTION SECTION
- ------- ---------
<S> <C>
310 (a)(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.8; 7.10
(a)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(a)(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a)(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a)(5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.8; 7.10
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A
311 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.11
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.11
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
312 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.7
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.3
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.3
313 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.6
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.6
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.6; 13.2
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.6
314 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.2; 13.2
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(c)(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.4
(c)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.4
(c)(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.5
(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.3
315 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.5; 13.2
315 (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.11
316 (a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.5
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.4
</TABLE>
- --------------------------
(1) Note: This Cross Reference Table shall not, for any purpose, be deemed
to be part of the Indenture.

<PAGE>

<TABLE>
<CAPTION>
TIA INDENTURE
SECTION SECTION
- ------- ---------
<S> <C>
317 (a)(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.8
(a)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.6
318 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.1
</TABLE>

3
<PAGE>

TABLE OF CONTENTS (2)

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE
<TABLE>
<S> <C>
Section 1.1 DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.2 OTHER DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . 6
Section 1.3 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT. . . . . . 6
Section 1.4 RULES OF CONSTRUCTION. . . . . . . . . . . . . . . . . . . . 7
</TABLE>

ARTICLE II

THE SECURITIES
<TABLE>
<S> <C>
Section 2.1 FORMS GENERALLY. . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.2 SECURITIES IN GLOBAL FORM. . . . . . . . . . . . . . . . . . 8
Section 2.3 TITLE, TERMS AND DENOMINATIONS . . . . . . . . . . . . . . 10
Section 2.4 EXECUTION, AUTHENTICATION, DELIVERY AND DATING . . . . . . 14
Section 2.5 REGISTRAR AND PAYING AGENT . . . . . . . . . . . . . . . . 17
Section 2.6 PAYING AGENT TO HOLD MONEY AND SECURITIES IN TRUST . . . . 17
Section 2.7 SECURITYHOLDER LISTS . . . . . . . . . . . . . . . . . . . 18
Section 2.8 TRANSFER AND EXCHANGE. . . . . . . . . . . . . . . . . . . 18
Section 2.9 REPLACEMENT SECURITIES AND COUPONS . . . . . . . . . . . . 22
Section 2.10 OUTSTANDING SECURITIES; DETERMINATIONS OF HOLDERS'
ACTION. . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 2.11 TEMPORARY SECURITIES. . . . . . . . . . . . . . . . . . . 24
Section 2.12 CANCELLATION. . . . . . . . . . . . . . . . . . . . . . . 26
Section 2.13 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. . . . . . 26
Section 2.14 PERSONS DEEMED OWNERS . . . . . . . . . . . . . . . . . . 28
Section 2.15 COMPUTATION OF INTEREST . . . . . . . . . . . . . . . . . 28
</TABLE>

ARTICLE III

REDEMPTION
<TABLE>
<S> <C>
Section 3.1 RIGHT TO REDEEM; NOTICES TO TRUSTEE. . . . . . . . . . . . 28
Section 3.2 SELECTION OF SECURITIES TO BE REDEEMED . . . . . . . . . . 29
Section 3.3 NOTICE OF REDEMPTION . . . . . . . . . . . . . . . . . . . 29
Section 3.4 EFFECT OF NOTICE OF REDEMPTION . . . . . . . . . . . . . . 30
</TABLE>

- ------------------------------
(2) Note: This Table of Contents shall not, for any reason, be deemed to be
part of the Indenture.

i
<PAGE>

<TABLE>
<S> <C>
Section 3.5 DEPOSIT OF REDEMPTION PRICE. . . . . . . . . . . . . . . . 31
Section 3.6 SECURITIES REDEEMED IN PART. . . . . . . . . . . . . . . . 31
</TABLE>

ARTICLE IV

COVENANTS

<TABLE>
<S> <C>
Section 4.1 PAYMENT OF SECURITIES. . . . . . . . . . . . . . . . . . . 31
Section 4.2 SEC REPORTS. . . . . . . . . . . . . . . . . . . . . . . . 32
Section 4.3 COMPLIANCE CERTIFICATE . . . . . . . . . . . . . . . . . . 32
Section 4.4 FURTHER INSTRUMENTS AND ACTS . . . . . . . . . . . . . . . 32
Section 4.5 MAINTENANCE OF OFFICE OR AGENCY. . . . . . . . . . . . . . 32
Section 4.6 ADDITIONAL AMOUNTS . . . . . . . . . . . . . . . . . . . . 34
</TABLE>

ARTICLE V

SUCCESSOR CORPORATION

<TABLE>
<S> <C>
Section 5.1 WHEN COMPANY MAY MERGE OR TRANSFER ASSETS. . . . . . . . . 35
</TABLE>

ARTICLE VI

DEFAULTS AND REMEDIES

<TABLE>
<S> <C>
Section 6.1 EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . . . 35
Section 6.2 ACCELERATION . . . . . . . . . . . . . . . . . . . . . . . 37
Section 6.3 OTHER REMEDIES.. . . . . . . . . . . . . . . . . . . . . . 37
Section 6.4 WAIVER OF PAST DEFAULTS. . . . . . . . . . . . . . . . . . 38
Section 6.5 CONTROL BY MAJORITY. . . . . . . . . . . . . . . . . . . . 38
Section 6.6 LIMITATION ON SUITS. . . . . . . . . . . . . . . . . . . . 38
Section 6.7 RIGHTS OF HOLDERS TO RECEIVE PAYMENT . . . . . . . . . . . 39
Section 6.8 COLLECTION SUIT BY TRUSTEE . . . . . . . . . . . . . . . . 39
Section 6.9 TRUSTEE MAY FILE PROOFS OF CLAIM . . . . . . . . . . . . . 39
Section 6.10 PRIORITIES. . . . . . . . . . . . . . . . . . . . . . . . 40
Section 6.11 UNDERTAKING FOR COSTS . . . . . . . . . . . . . . . . . . 40
Section 6.12 WAIVER OF STAY, EXTENSION OR USURY LAWS . . . . . . . . . 41
</TABLE>

ARTICLE VII

TRUSTEE

<TABLE>
<S> <C>
Section 7.1 DUTIES OF TRUSTEE. . . . . . . . . . . . . . . . . . . . . 41
Section 7.2 RIGHTS OF TRUSTEE. . . . . . . . . . . . . . . . . . . . . 42
</TABLE>

ii
<PAGE>

PAGE
----
<TABLE>
<S> <C>
Section 7.3 INDIVIDUAL RIGHTS OF TRUSTEE, ETC. . . . . . . . . . . . . 43
Section 7.4 TRUSTEE'S DISCLAIMER . . . . . . . . . . . . . . . . . . . 43
Section 7.5 NOTICE OF DEFAULTS. . . . . . . . . . . . . . . . . . . . 43
Section 7.6 REPORTS BY TRUSTEE TO HOLDERS. . . . . . . . . . . . . . . 43
Section 7.7 COMPENSATION AND INDEMNITY . . . . . . . . . . . . . . . . 43
Section 7.8 REPLACEMENT OF TRUSTEE . . . . . . . . . . . . . . . . . . 44
Section 7.9 SUCCESSOR TRUSTEE BY MERGER. . . . . . . . . . . . . . . . 46
Section 7.10 ELIGIBILITY; DISQUALIFICATION. . . . . . . . . . . . . . 46
Section 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY . . . . 46
</TABLE>

ARTICLE VIII

SATISFACTION AND DISCHARGE

<TABLE>
<S> <C>
Section 8.1 DISCHARGE OF LIABILITY ON SECURITIES . . . . . . . . . . . 46
Section 8.2 REPAYMENT TO THE COMPANY . . . . . . . . . . . . . . . . . 47
Section 8.3 OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE . . . . 47
Section 8.4 DEFEASANCE AND DISCHARGE. . . . . . . . . . . . . . . . . 47
Section 8.5 Covenant Defeasance. . . . . . . . . . . . . . . . . . . . 48
Section 8.6 CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. . . . . . 48
</TABLE>

ARTICLE IX

SUPPLEMENTAL INDENTURES

<TABLE>
<S> <C>
Section 9.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS . . . . 49
Section 9.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. . . . . . 50
Section 9.3 COMPLIANCE WITH TRUST INDENTURE ACT. . . . . . . . . . . . 51
Section 9.4 REVOCATION AND EFFECT OF CONSENTS, WAIVERS AND ACTIONS . . 51
Section 9.5 NOTATION ON OR EXCHANGE OF SECURITIES. . . . . . . . . . . 52
Section 9.6 TRUSTEE TO SIGN SUPPLEMENTAL INDENTURES. . . . . . . . . . 52
Section 9.7 EFFECT OF SUPPLEMENTAL INDENTURES. . . . . . . . . . . . . 52
</TABLE>

ARTICLE X

SINKING FUNDS

<TABLE>
<S> <C>
Section 10.1 APPLICABILITY OF ARTICLE. . . . . . . . . . . . . . . . . 53
Section 10.2 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES . . 53
</TABLE>

iii
<PAGE>

PAGE
----
<TABLE>
<S> <C>
Section 10.3 REDEMPTION OF SECURITIES FOR SINKING FUND . . . . . . . . 53
</TABLE>

ARTICLE XI

ACTIONS OF HOLDERS OF SECURITIES

<TABLE>
<S> <C>
Section 11.1 PURPOSES FOR WHICH MEETINGS MAY BE CALLED . . . . . . . . 54
Section 11.2 CALL, NOTICE AND PLACE OF MEETINGS. . . . . . . . . . . . 54
Section 11.3 PERSONS ENTITLED TO VOTE AT MEETINGS. . . . . . . . . . . 54
Section 11.4 QUORUM; ACTION. . . . . . . . . . . . . . . . . . . . . . 55
Section 11.5 DETERMINATION OF VOTING RIGHTS; CONDUCT AND
ADJOURNMENT OF MEETINGS . . . . . . . . . . . . . . . . . . . . 55
Section 11.6 COUNTING VOTES AND RECORDING ACTION OF MEETINGS . . . . . 56
Section 11.7 ACTIONS OF HOLDERS GENERALLY. . . . . . . . . . . . . . . 57
</TABLE>

ARTICLE XII

SUBORDINATION

<TABLE>
<S> <C>
Section 12.1 SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS. . . . . . 58
Section 12.2 PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC. . . . . . 59
Section 12.3 ACCELERATION OF SECURITIES. . . . . . . . . . . . . . . . 61
Section 12.4 DEFAULT IN SENIOR INDEBTEDNESS. . . . . . . . . . . . . . 61
Section 12.5 PAYMENT PERMITTED IF NO DEFAULT . . . . . . . . . . . . . 62
Section 12.6 SUBROGATION RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS. . . 63
Section 12.7 PROVISION SOLELY TO DEFINE RELATIVE RIGHTS. . . . . . . . 63
Section 12.8 TRUSTEE TO EFFECTUATE SUBORDINATION . . . . . . . . . . . 63
Section 12.9 NO WAIVER OF SUBORDINATION PROVISIONS . . . . . . . . . . 64
Section 12.10 NOTICE TO TRUSTEE. . . . . . . . . . . . . . . . . . . . 64
Section 12.11 RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF
LIQUIDATING AGENT . . . . . . . . . . . . . . . . . . . . . . . 65
Section 12.12 TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR
INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 12.13 RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS;
PRESERVATION OF TRUSTEE'S RIGHTS. . . . . . . . . . . . . . . . 66
Section 12.14 ARTICLE XII APPLICABLE TO PAYING AGENTS. . . . . . . . . 66
</TABLE>

iv
<PAGE>

PAGE
----

ARTICLE XIII

MISCELLANEOUS

<TABLE>
<S> <C>
Section 13.1 TRUST INDENTURE ACT CONTROLS. . . . . . . . . . . . . . . 66
Section 13.2 NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . 67
Section 13.3 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS . . . . . . . 68
Section 13.4 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT. . . . 68
Section 13.5 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION . . . . . . 69
Section 13.6 SEPARABILITY CLAUSE . . . . . . . . . . . . . . . . . . . 69
Section 13.7 RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR. . . . . . . 69
Section 13.8 LEGAL HOLIDAYS. . . . . . . . . . . . . . . . . . . . . . 69
Section 13.9 GOVERNING LAW AND JURISDICTION. . . . . . . . . . . . . . 70
Section 13.10 NO RECOURSE AGAINST OTHERS . . . . . . . . . . . . . . . 70
Section 13.11 SUCCESSORS . . . . . . . . . . . . . . . . . . . . . . . 70
Section 13.12 EFFECT OF HEADINGS AND TABLE OF CONTENTS . . . . . . . . 70
Section 13.13 BENEFITS OF INDENTURE. . . . . . . . . . . . . . . . . . 71
Section 13.14 MULTIPLE ORIGINALS . . . . . . . . . . . . . . . . . . . 71
</TABLE>

EXHIBIT A
<TABLE>
<S> <C>
CERTIFICATE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
</TABLE>

v
<PAGE>

INDENTURE dated as of _____, by and between The Walt Disney Company, a
Delaware corporation ("COMPANY") and Chase Manhattan Bank and Trust Company,
National Association, as trustee
("TRUSTEE").

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"SECURITIES") to be issued in one or more series as in this Indenture provided.

For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
ratable benefit of the Holders of the Securities or each series thereof as
follows:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1 DEFINITIONS.

"AFFILIATE" of any specified person means any other person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified person. For the purposes of this definition,
"CONTROL" when used with respect to any specified person means the power to
direct or cause the direction of the management and policies of such person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "CONTROLLING" and "CONTROLLED" have
meanings correlative to the foregoing.

"AUTHORIZED NEWSPAPER" means a newspaper, in the English language or, at
the option of the Company, in an official language of the country of
publication, customarily published on each Business Day (with respect to Bearer
Securities, set forth in the Officers' Certificate with respect to a series of
Bearer Securities), whether or not published on Saturdays, Sundays or holidays,
and of general circulation in the place in connection with which the term is
used or in the financial community of such place. Where successive publications
are required to be made in Authorized Newspapers, the successive publications
may be made in the same or in different Authorized Newspapers meeting the
foregoing requirements and in each case on any Business Day.

"BEARER SECURITY" means any Security in the form (to the extent applicable
thereto) established pursuant to Section 2.1 which is payable to the bearer.

<PAGE>

"BOARD OF DIRECTORS" means the board of directors of the Company or any
committee of such board authorized with respect to any matter to exercise the
powers of the Board of Directors of the Company.

"BOARD RESOLUTION" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

"BUSINESS DAY" means, except as otherwise specified as contemplated by
Section 2.3(a), with respect to any Place of Payment or any other particular
location referred to in this Indenture or in the Securities, means each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in that Place of Payment or other location are authorized or
obligated by law or executive order to close.

"CAPITAL STOCK" for any corporation means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) stock issued by that corporation.

"CASH" means such coin or currency of the United States as at any time of
payment is legal tender for the payment of public and private debts.

"CEDEL S.A." means Centrale de Livraison de Valeurs Mobilieres SA.

"COMPANY" means the party named as the "COMPANY" in the first paragraph of
this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor.

"COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Company by its Chairman of the Board, a Vice Chairman,
its Chief Executive Officer, its President or a Vice President, and by its
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and
delivered to the Trustee or, with respect to Sections 2.4, 2.8, 2.11 and 7.2,
any other employee of the Company named in an Officers' Certificate delivered to
the Trustee.

"CORPORATE TRUST OFFICE" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be
administered which office at the date of the execution of the Agreement is
located at 101 California Street, Suite 2725, San Francisco, California
94111, Attention: Global Trust Services or at any other time at such other
address as the Trustee may designate from time to time by notice to the
Company.

"COUPON" means any interest coupon appertaining to a Bearer Security.

"DEFAULT" means any event which is, or after notice or passage of time or
both would be, an Event of Default.

2
<PAGE>

become such pursuant to the applicable provisions of this Indenture, and
thereafter "DEPOSITARY" shall mean or include such successor.

"DEBT" means with respect to any person at any date, without duplication
(i) all obligations of such person for borrowed money, (ii) all obligations of
such person evidenced by bonds, debentures, notes or other similar instruments,
(iii) all Debt of others secured by a lien on any asset of such person, whether
or not such Debt is assumed by such person, (iv) all obligations of such person
pursuant to leases which are required to be capitalized under generally accepted
accounting principles consistently applied and (v) all Debt of others for the
payment of which such person is responsible or liable as obligor or guarantor.

"DISCOUNT SECURITY" means any Security which provides for an amount less
than the Principal Amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 6.2.

"DOLLAR" or "$" means a dollar or other equivalent unit in such coin or
currency of the United States as at the time shall be legal tender for the
payment of public and private debts.

"EURO-CLEAR" means the operator of the Euro-clear System.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

"HOLDER" or "SECURITYHOLDER," when used with respect to any Security,
means, in the case of a Registered Security, a person in whose name a Security
is registered on the Registrar's books and, in the case of a Bearer Security,
the bearer thereof and, when used with respect to any coupon, means the bearer
thereof.

"INDENTURE" means this Indenture, as amended or supplemented from time to
time in accordance with the terms hereof and shall include the terms of a
particular series of Securities established as contemplated in Section 2.3(a).

"INTEREST," when used with respect to a Discount Security which by its
terms bears interest only after Maturity, means interest payable after Maturity.

"INTEREST PAYMENT DATE," when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.

3
<PAGE>

Section 6.2, becomes due and payable as therein or herein provided, whether at
the Stated Maturity or by declaration of acceleration, call for redemption or
otherwise.

"OFFICER" means the Chairman of the Board, any Vice Chairman, the Chief
Executive Officer, the President, any Vice President, the Treasurer, the
Secretary, any Assistant Treasurer or any Assistant Secretary of the Company.

"OFFICERS' CERTIFICATE" means a written certificate containing the
information specified in Sections 13.4 and 13.5, signed in the name of the
Company by its Chairman of the Board, a Vice Chairman, its Chief Executive
Officer, its President or a Vice President, and by its Treasurer, an Assistant
Treasurer, its Secretary or an Assistant Secretary, and delivered to the
Trustee.

"OPINION OF COUNSEL" means a written opinion containing the information
specified in Sections 13.4 and 13.5, from legal counsel who is acceptable to the
Trustee. The counsel may be an employee of, or counsel to, the Company or the
Trustee.

"PERIODIC OFFERING" means an offering of Securities of a series from time
to time the specific terms of which Securities, including, without limitation,
the rate or rates of interest, if any, thereon, the Stated Maturity or
Maturities thereof, the original issue date or dates thereof, the redemption
provisions, if any, and any other terms specified as contemplated by Section
2.3(a) with respect thereto, are to be determined by the Company, or one or more
of the Company's agents designated in an Officers' Certificate, upon the
issuance of such Securities.

"PERSON" means any individual, corporation, partnership, joint venture,
association, joint-stock company, limited liability company, trust,
unincorporated organization, or government or any agency or political
subdivision thereof.

"PLACE OF PAYMENT," when used with respect to the Securities of any series,
means the place or places where, subject to the provisions of Section 4.5, the
Principal of and any interest on the Securities of that series are payable as
specified as contemplated by Section 2.3(a).

"PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.9 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains, as the case may be.

4
<PAGE>

"PRINCIPAL" or "PRINCIPAL AMOUNT" of a Security, except as otherwise
specifically provided in this Indenture, means the outstanding principal of the
Security plus the premium, if any, of the Security.

"REDEMPTION DATE" or "REDEMPTION DATE," when used with respect to any
Security to be redeemed, shall mean the date specified for redemption of such
Security in accordance with the terms of such Security and this Indenture.

"REDEMPTION PRICE" or "REDEMPTION PRICE," when used with respect to any
Security to be redeemed, means the price at which it is to be redeemed pursuant
to this Indenture.

"REGISTERED SECURITY" means any Security in the form (to the extent
applicable thereto) established pursuant to Section 2.1 which is registered on
the books of the Registrar.

"REGULAR RECORD DATE" for the interest payable on any Interest Payment Date
on the Registered Securities of any series means the date specified for that
purpose as contemplated by Section 2.3(a).

"SEC" means the Securities and Exchange Commission.

"SECURITIES" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture.

"SECURITYHOLDER" or "HOLDER," when used with respect to any Security, means
in the case of a Registered Security, a person in whose name a Security is
registered on the Registrar's books and in the case of a Bearer Security the
bearer thereof and, when used with respect to any coupon, means the bearer
thereof.

"SPECIAL RECORD DATE" for the payment of any Defaulted Interest on the
Registered Securities of any issue means a date fixed by the Trustee pursuant to
Section 2.13.

"STATED MATURITY," when used with respect to any Security or any
installment of Principal thereof or interest thereon, means the date specified
in such Security or a coupon representing such installment of interest as the
fixed date on which an amount equal to the Principal of such Security or an
installment of Principal thereof or interest thereon is due and payable.

"SUBSIDIARY" means, with respect to any person, a corporation of which a
majority of the Capital Stock having voting power under ordinary circumstances
to elect a majority of the board of directors of such corporation is owned by
(i) such person (ii) such person and one or more Subsidiaries or (iii) one or
more Subsidiaries of such person.

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<PAGE>

"TIA" means the Trust Indenture Act of 1939 as in effect on the date of
this Indenture, except as provided in Section 9.3.

"TRUST OFFICER" means, when used with respect to the Trustee, any
officer within the Corporate Trust Office including any Vice President,
Managing Director, Assistant Vice President, Secretary, Assistant Secretary,
Treasurer or Assistant Treasurer, Senior Trust Officer, Trust Officer or any
other officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers and also, with
respect to a particular matter, any other officer to whom such matter is
referred because of such officer's knowledge and familiarity with the
particular subject.

"TRUSTEE" means the party named as the "TRUSTEE" in the first paragraph of
this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor.

"UNITED STATES" means the United States of America, its territories, its
possessions (including the Commonwealth of Puerto Rico), and other areas subject
to its jurisdiction.

"UNITED STATES ALIEN" means any person who, for United States Federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.

Section 1.2 OTHER DEFINITIONS.

<TABLE>
<CAPTION>
Defined in
Term Section
---- -------
<S> <C>
"BANKRUPTCY LAW" 6.1
"COMMON DEPOSITARY" 2.2
"CUSTODIAN" 6.1
"DEFAULTED INTEREST" 2.13
"EVENT OF DEFAULT" 6.1
"EXCHANGE DATE" 2.2
"LEGAL HOLIDAY" 13.8
"NOTICE OF DEFAULT " 6.1
"OUTSTANDING" 2.10
"PAYING AGENT" 2.5
"PERMANENT GLOBAL BEARER SECURITY" 2.2
"REGISTRAR" 2.5
"SENIOR INDEBTEDNESS" 12.1
"TEMPORARY GLOBAL BEARER SECURITY" 2.2
</TABLE>

Section 1.3 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT. Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in

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<PAGE>

and made a part of this Indenture. The following TIA terms used in this
Indenture have the following meanings:

"COMMISSION" means the SEC.

"INDENTURE SECURITIES" means the Securities.

"INDENTURE SECURITY HOLDER" means a Holder or Securityholder.

"INDENTURE TO BE QUALIFIED" means this Indenture.

"INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee.

"OBLIGOR" on the indenture securities means the Company.

All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule have the
meanings assigned to them by such definitions.

Section 1.4 RULES OF CONSTRUCTION. Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning
assigned to it in accordance with generally accepted accounting principles
in the United States as in effect from time to time;

(3) "OR" is not exclusive;

(4) "INCLUDING" means including, without limitation; and

(5) words in the singular include the plural, and words in the
plural include the singular.

ARTICLE II

THE SECURITIES

Section 2.1 FORMS GENERALLY. The Registered Securities, if any, of each
series and the Bearer Securities, if any, of each series and related coupons
shall be in substantially such form (including global form) as shall be
established by delivery to the Trustee

7
<PAGE>

of an Officers' Certificate or in one or more indentures supplemental hereto, in
each case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
Officers executing such Securities or coupons as evidenced by their execution of
the Securities or coupons. The Officers' Certificate so establishing the form
of Security or coupons, if any, of any series shall be delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by Section 2.4 for
the authentication and delivery of such Securities or coupons.

Unless otherwise specified as contemplated by Section 2.3(a), Bearer
Securities shall have interest coupons attached.

The permanent Securities and coupons, if any, shall be printed,
lithographed, engraved or word processed or produced by any combination of these
methods or may be produced in any other manner, PROVIDED, that such method is
permitted by the rules of any securities exchange on which such Securities may
be listed, all as determined by the Officers executing such Securities as
evidenced by their execution of such Securities.

Section 2.2 SECURITIES IN GLOBAL FORM. If Securities of a series are
issuable in temporary or permanent global form, as specified as contemplated by
Section 2.3(a), then, notwithstanding clause (10) of Section 2.3(a) and the
provisions of Section 2.3(b), any such Security shall represent such of the
Outstanding Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of Outstanding Securities
from time to time endorsed thereon or otherwise notated on the books and
records of the Registrar and that the aggregate amount of Outstanding
Securities represented thereby may from time to time be reduced to reflect
exchanges. Any endorsement of a Security in global form to reflect the
amount of any increase or decrease in the amount of Outstanding Securities
represented thereby shall be made by the Trustee in such manner and upon
written instructions given by such person or persons as shall be specified
therein or in the Company Order to be delivered to the Trustee pursuant to
Section 2.4 or Section 2.11. Subject to the provisions of Section 2.4 and,
if applicable, Section 2.11, the Trustee shall deliver and redeliver any
Security in global form in the manner and upon written instructions given by
the person or persons specified therein or in the applicable Company Order.
If a Company Order pursuant to Section 2.4 or 2.11 has been, or
simultaneously is, delivered, any instructions by the Company with respect to
endorsement or other notation on the books and records of the Registrar or
delivery or redelivery of a Security of such series in global form shall be
in writing but need not comply with Section 13.4 or 13.5 and need not be
accompanied by an Opinion of Counsel (except as required by Section 2.4).

The provisions of the last sentence of Section 2.4 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the

8
<PAGE>

Company, and the Company delivers to the Trustee the Security in global form
together with written instructions (which need not comply with Section 13.4 or
13.5 and need not be accompanied by an Opinion of Counsel) with regard to the
reduction in the Principal Amount of Securities represented thereby, together
with the written statement contemplated by the last sentence of Section 2.4.

Notwithstanding the provisions of Sections 2.1 and 2.13, unless otherwise
specified as contemplated by Section 2.3(a), payment of Principal of and any
interest on any Security in global form shall be made to the person or persons
specified therein.

Any series of Bearer Securities shall be issued initially in the form of
one temporary global Bearer Security (the "Temporary Global Bearer Security"),
which Temporary Global Bearer Security shall be deposited on behalf of the
beneficial owners of the Bearer Securities represented thereby with the
corporate trust office of the Trustee in London, as common depositary (the
"Common Depositary"), for credit to their respective accounts (or to such
other accounts as they may direct) at Morgan Guaranty Trust Company of New
York, Brussels office, as operator of the Euro-clear or Cedel S.A.

On or before the date 40 days after the later of the announcement of the
offering and the date of settlement (the "Exchange Date"), the Company shall
deliver to a Paying Agent located outside the United States, or its designated
agent, Bearer Securities executed by the Company. On or after the Exchange
Date, the Temporary Global Bearer Security shall be surrendered by the Common
Depositary to the Trustee or its agent, as the Company's agent for such purpose,
to be exchanged, in whole or from time to time in part, at the sole discretion
of the Company for (i) Bearer Securities or (ii) a permanent global Bearer
Security (the "Permanent Global Bearer Security") without charge to Holders, and
the principal Paying Agent or other Paying Agent outside the United States shall
authenticate and deliver (at an office or agency outside the United States), in
exchange for the Temporary Global Bearer Security or the portions thereof to be
exchanged, an equal aggregate principal amount of Bearer Securities or the
Permanent Global Bearer Security, as shall be specified by the beneficial owners
thereof; PROVIDED, HOWEVER, that upon such presentation by the Common
Depositary, the Temporary Global Bearer Security is accompanied by a certificate
dated the Exchange Date or a subsequent date and signed by Euro-clear as to the
portion of the Temporary Global Bearer Security held for its account then to be
exchanged and a certificate dated the Exchange Date or a subsequent date and
signed by Cedel S.A. as to the portion of the Temporary Global Bearer Security
held for its account then to be exchanged, each to the effect hereinafter
provided. The Company and the Trustee agree that they will cooperate in causing
the paying agent located outside the United States to retain each certificate
provided by Euro-clear or Cedel S.A. for a period of four calendar years
following the year in which the certificate is received and not to destroy or
otherwise dispose of any such certificate without first offering to deliver it
to the Company.

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<PAGE>

Each certificate to be provided by Euro-clear and Cedel S.A. shall be
substantially in the form attached hereto as Exhibit A or with such changes
therein as shall be approved by the Company and be satisfactory to the Trustee.

Each certificate received by Euro-clear and Cedel S.A. from persons
appearing in their records as persons entitled to a portion of the Temporary
Global Bearer Security shall be substantially to the effect set forth in this
Indenture.

Upon any such exchange of a portion of the Temporary Global Bearer Security
for Bearer Securities or the Permanent Global Bearer Security, the Temporary
Global Bearer Security shall be endorsed to reflect the reduction of the
principal amount evidenced thereby. Until so exchanged in full, the Temporary
Global Bearer Security shall in all respects be entitled to the same benefits
under, and subject to the same terms and conditions of, this Indenture as Bearer
Securities authenticated and delivered hereunder, except that none of
Euro-clear, Cedel S.A. or the beneficial owners of the Temporary Global Bearer
Security shall be entitled to receive payment of interest or other payments
thereon or to convert the Temporary Global Bearer Security, or any portion
thereof, into Common Stock of the Company or any other security, cash or other
property.

Section 2.3 TITLE, TERMS AND DENOMINATIONS.

(a) The aggregate Principal Amount of Securities which may be
authenticated and delivered under this Indenture shall be unlimited.

The Securities may be issued in one or more series. There shall be
established and, subject to Section 2.4, set forth, or determined in the manner
provided, in an Officers' Certificate of the Company or established in one or
more indentures supplemental hereto:

(1) the title of the Securities of the series (which shall
distinguish the Securities of the series from all other Securities);

(2) any limit upon the aggregate Principal Amount of the
Securities of the series which may be authenticated and delivered under
this Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Sections 2.8, 2.9, 2.11, 3.6, 9.5 or
10.3 and except for any Securities which, pursuant to Section 2.4, are
deemed never to have been authenticated and delivered hereunder);

10
<PAGE>

so, the initial Depositary with respect to any such temporary or permanent
global Security, and if other than as provided in Section 2.8 or Section
2.11, as applicable, whether and the circumstances under which beneficial
owners of interests in any such temporary or permanent global Security may
exchange such interests for Securities of such series and of like tenor of
any authorized form and denomination and the Authorized Newspapers for
publication of notices to holders of Bearer Securities;

(4) any other terms required for the establishment of a series of
Bearer Securities, including, but not limited to, tax compliance
procedures;

(5) the person to whom any interest on any Registered Security of
the series shall be payable, if other than the person in whose name that
Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, the manner in
which, and the person to whom, any interest on any Bearer Security of the
series shall be payable, if otherwise than upon presentation and surrender
of the coupons appertaining thereto as they severally mature, and the
extent to which, or the manner in which (including any certification
requirement and other terms and conditions under which), any interest
payable on a temporary or permanent global Security on an Interest Payment
Date will be paid if other than in the manner provided in Section 2.2 and
Section 2.4, as applicable;

(6) the date or dates on which the Principal of the Securities of
the series is payable or the method of determination thereof;

(7) the rate or rates at which the Securities of the series shall
bear interest, if any, the date or dates from which any such interest shall
accrue, the Interest Payment Dates on which any such interest shall be
payable and the Regular Record Date for any interest payable on any
Registered Securities on any Interest Payment Date;

(8) the place or places where, subject to the provisions of
Section 4.5, the Principal of and any interest on Securities of the series
shall be payable, any Registered Securities of the series may be
surrendered for registration of transfer, Securities of the series may be
surrendered for exchange and notices and demands to or upon the Company in
respect of the Securities of the series and this Indenture may be served;

(9) the period or periods within which, the price or prices at
which and the terms and conditions upon which, Securities of the series may
be redeemed, in whole or in part, at the option of the Company;

11
<PAGE>

(10) the obligation, if any, of the Company to redeem or purchase
Securities of the series pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof, the conditions, if any,
giving rise to such obligation, and the period or periods within which, the
price or prices at which and the terms and conditions upon which Securities
of the series shall be redeemed or purchased, in whole or in part, and any
provisions for the remarketing of such Securities;

(11) the denominations in which any Registered Securities of the
series shall be issuable, if other than denominations of $1,000 and any
integral multiple thereof, and the denomination or denominations in which
any Bearer Securities of the series shall be issuable, if other than
denominations of $5,000 and $100,000;

(12) the currency or currencies, including composite currencies,
in which payment of the Principal of and any interest on the Securities of
the series shall be payable if other than the currency of the United
States, and if so, whether the Securities of the series may be satisfied
and discharged other than as provided in Article VIII;

(13) if the amount of payments of principal of and any interest on
the Securities of the series is to be determined with reference to an
index, formula or other method, or based on a coin or currency other than
that in which the Securities are stated to be payable, the manner in which
such amounts shall be determined and the calculation agent, if any, with
respect thereto;

(14) if other than the Principal Amount thereof, the portion of
the Principal Amount of any Securities of the series which shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to
Section 6.2;

(15) if the Company will pay additional amounts on any of the
Securities and coupons, if any, of the series to any Holder who is a United
States Alien (including any modification in the definition of such term),
in respect of any tax, assessment or governmental charge withheld or
deducted, under what circumstances and with what procedures and
documentation the Company will pay such additional amounts, whether such
additional amounts will be treated as interest or Principal pursuant to
this Indenture, and whether the Company will have the option to redeem such
Securities rather than pay additional amounts (and the terms of any such
option);

(16) if other than as defined in Section 1.1, the meaning of
"BUSINESS DAY" when used with respect to any Securities of the series;

12
<PAGE>

(17) if and the terms and conditions upon which the Securities of
the series may or must be converted into securities of the Company or
exchanged for securities of the Company or another enterprise;

(18) any terms applicable to Original Issue Discount, if any, (as
that term is defined in the Internal Revenue Code of 1986 and the
Regulations thereunder) including the rate or rates at which such Original
Issue Discount, if any, shall accrue;

(19) if the Securities of the series may be issued or delivered
(whether upon original issuance or upon exchange of a temporary Security of
such series or otherwise), or any installment of Principal of or any
interest is payable, only upon receipt of certain certificates or other
documents or satisfaction of other conditions in addition to those
specified in this Indenture, the form and terms of such certificates,
documents or conditions; and

(20) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture, except as permitted by
Section 9.1(7)).

All Securities of any one series and the coupons appertaining to any Bearer
Securities of such series shall be substantially identical except as to
denomination and the rate or rates of interest, if any, and Stated Maturity, the
date from which interest, if any, shall accrue and except as may otherwise be
provided in or pursuant to an Officers' Certificate pursuant to this Section
2.3(a) or in any indenture supplemental hereto. All Securities of any one
series need not be issued at the same time and, unless otherwise provided, a
series may be reopened for issuances of additional Securities of such series or
for the establishment of additional terms with respect to the Securities of such
series.

If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of any appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series. With respect to Securities
of a series subject to a Periodic Offering, such Board Resolution or Officers'
Certificate may provide general terms for Securities of such series and provide
either that the specific terms of particular Securities of such series shall be
specified in a Company Order or that such terms shall be determined by the
Company, or one or more of the Company's agents designated in an Officers'
Certificate, in accordance with the Company Order as contemplated by the first
proviso of the third paragraph of Section 2.4.

(b) Unless otherwise provided as contemplated by Section 2.3(a) with
respect to any series of Securities, any Registered Securities of a series shall
be issuable in denominations of $1,000 and any integral multiple thereof and any
Bearer Securities of a series shall be issuable in denominations of $5,000 and
$100,000.

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<PAGE>

Section 2.4 EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, one of its Vice Chairmen, its President or one of its Vice Presidents, or
the Treasurer or any Assistant Treasurer, under its corporate seal reproduced
thereon attested by its Secretary or one of its Assistant Secretaries. The
signature of any of these officers on the Securities may be manual or facsimile.
Coupons shall bear the facsimile signature of the Treasurer or any Assistant
Treasurer of the Company.

Securities and coupons bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities.

At any time and from time to time after the execution and delivery of this
Indenture (and subject to delivery of the Board Resolution or Officers'
Certificate or supplemental indenture as set forth in Section 2.3 with
respect to the initial issuance of Securities of any series), the Company may
deliver Securities of any series together with any coupons appertaining
thereto, executed by the Company to the Trustee or its authenticating agent
with respect to Bearer Securities for authentication, together with a Company
Order for the authentication and delivery of such Securities; and the Trustee
or its authenticating agent with respect to Bearer Securities in accordance
with such Company Order shall authenticate and deliver such Securities;
PROVIDED, HOWEVER, that, with respect to Securities of a series subject to a
Periodic Offering, (a) such Company Order may be delivered by the Company to
the Trustee or its authenticating agent with respect to Bearer Securities
prior to the delivery to the Trustee of such Securities for authentication
and delivery, (b) the Trustee shall authenticate and deliver Securities of
such series for original issue from time to time, in an aggregate Principal
Amount not exceeding the aggregate Principal Amount established for such
series, pursuant to a Company Order or pursuant to such procedures acceptable
to the Trustee as may be specified from time to time by a Company Order, (c)
the rate or rates of interest, if any, the Stated Maturity or Maturities, the
original issue date or dates, the redemption provisions, if any, and any
other terms of Securities of such series shall be determined by a Company
Order or pursuant to such procedures and (d) if provided for in such
procedures, such Company Order may authorize authentication and delivery
pursuant to written instructions (including by facsimile) from the Company,
or the Company's duly authorized agent or agents designated in an Officers'
Certificate, and PROVIDED, FURTHER, that no Bearer Security or coupon shall
be mailed or otherwise delivered to any person who is not a United States
Alien or to any location in the United States. Except as permitted by
Section 2.9, the Trustee's authenticating agent shall not authenticate and
deliver any Bearer Security unless all appurtenant coupons for interest then
matured have been detached and cancelled.

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<PAGE>

If the forms or terms of the Securities of the series and any related
coupons have been established in or pursuant to one or more Officers'
Certificates as permitted by Sections 2.1 and 2.3(a), in authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 7.1) shall be fully protected in relying upon, an Opinion of
Counsel stating:

(a) that the form and terms of such Securities and any coupons have been
duly authorized by the Company and established in conformity with the provisions
of this Indenture; and

(b) that such Securities, together with any coupons appertaining thereto,
when authenticated and delivered by the Trustee or its authenticating agent and
issued by the Company in the manner and subject to any conditions specified in
such Opinion of Counsel, will constitute valid and legally binding obligations
of the Company, enforceable in accordance with their terms, subject to customary
exceptions;

PROVIDED, HOWEVER, that, with respect to Securities of a series subject to a
Periodic Offering, the Trustee shall be entitled to receive such Opinion of
Counsel only once at or prior to the time of the first authentication of
Securities of such series (provided that such Opinion of Counsel covers all
Securities of such series) and that the Opinion of Counsel above may state:

(x) that the forms of such Securities have been, and the terms of such
Securities (when established in accordance with such procedures as may be
specified from time to time in a Company Order, all as contemplated by and
in accordance with a Board Resolution or an Officers' Certificate or
supplemental indenture pursuant to Section 2.3(a), as the case may be) will
have been, duly authorized by the Company and established in conformity
with the provisions of this Indenture; and

(y) that such Securities, together with the coupons, if any,
appertaining thereto, when (1) executed by the Company, (2) completed,
authenticated and delivered by the Trustee or in the case of Bearer
Securities and coupons, an authenticating agent located outside the United
States in accordance with this Indenture, and (3) issued by the Company in
the manner and subject to any conditions specified in such Opinion of
Counsel, will constitute valid and legally binding obligations of the
Company, enforceable in accordance with their terms, subject to customary
exceptions.

With respect to Securities of a series subject to a Periodic Offering, the
Trustee may conclusively rely upon and (subject to Section 7.1) shall be
fully protected in acting in accordance with, as to the authorization by the
Company of any of such Securities, the form and terms thereof and the
legality, validity, binding effect and enforceability

15
<PAGE>

thereof, the Opinion of Counsel and other documents delivered pursuant to
Sections 2.1 and 2.3(a) and this Section, as applicable, at or prior to the
time of the first authentication of Securities of such series unless and
until a Trust Officer of the Trustee has received written notification that
such opinion or other documents have been superseded or revoked. In
connection with the authentication and delivery of Securities of a series
subject to a Periodic Offering, the Trustee shall be entitled to assume,
unless a Trust Officer has actual knowledge to the contrary, that the
Company's instructions to authenticate and deliver such Securities do not
violate any rules, regulations or orders of any governmental agency or
commission having jurisdiction over the Company.

Notwithstanding the provisions of Section 2.3(a) and of the preceding three
paragraphs, if all Securities of a series are subject to a Periodic Offering, it
shall not be necessary to deliver the Officers' Certificate otherwise required
pursuant to Section 2.3(a) at or prior to the time of authentication of each
Security of such series if such Officers' Certificate is delivered at or prior
to the authentication upon original issuance of the first Security of such
series to be issued.

Each Registered Security shall be dated the date of its authentication;
and, unless otherwise specified as contemplated by Section 2.3(a), each Bearer
Security (including a Bearer Security represented by a temporary global
Security) shall be dated as of the date of original issuance of the first
Security of such series to be issued.

The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Securities. Unless otherwise provided in the appointment, an
authenticating agent may authenticate Securities whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent.

No Security or coupon shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Security
a certificate of authentication substantially in the form provided for herein
duly executed by the Trustee by manual signature of an authorized signatory, and
such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder. The Trustee's certificate of authentication shall be in
substantially the following form:

This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.

Chase Manhattan Bank and Trust Company,
National Association, as Trustee

By:
-----------------------------------------

16
<PAGE>

Authorized Officer

Notwithstanding the foregoing, if any Security shall have been duly
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 2.12 together with a written statement (which need not
comply with Section 13.4 or 13.5 and need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued and sold by the
Company, for all purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall never be entitled
to the benefits of this Indenture.

Section 2.5 REGISTRAR AND PAYING AGENT. The Company shall maintain, with
respect to each series of Securities, an office or agency where such Securities
may be presented for registration of transfer or for exchange ("REGISTRAR") and
an office or agency where such Securities may be presented for purchase or
payment ("PAYING AGENT"). The Registrar shall keep a register of the Securities
and of their transfer and exchange. The Company may have one or more
co-registrars and one or more additional paying agents. The term Paying Agent
includes any additional paying agent.

The Company shall enter into an appropriate agency agreement with respect
to each series of Securities with any Registrar, Paying Agent or co-registrar
(if not the Trustee). The agreement shall implement the provisions of this
Indenture that relate to such agent. The Company shall notify the Trustee in
writing of the name and address of any such agent. If the Company fails to
maintain a Registrar or Paying Agent for a particular series of Securities,
the Trustee shall act as such and shall be entitled to appropriate
compensation therefor pursuant to Section 7.7. The Company or any Subsidiary
or an Affiliate of either of them may act as Paying Agent, Registrar or
co-registrar.

The Company initially appoints the Trustee as the Registrar and Paying
Agent in connection with such Securities.

Section 2.6 PAYING AGENT TO HOLD MONEY AND SECURITIES IN TRUST. Except as
otherwise provided herein, prior to or on each due date of payments in respect
of any series of Securities, the Company shall deposit with the Paying Agent
with respect to such Securities a sum of money sufficient to make such payments
when so becoming due. The Company shall require each Paying Agent (other than
the Trustee) to agree in writing that the Paying Agent shall hold in trust for
the benefit of Holders or the Trustee all money held by such Paying Agent for
the making of payments in respect of the Securities of such series and shall
notify the Trustee in writing of any default by the Company in making any
such payment. At any time during the continuance of any such default, a
Paying Agent shall, upon the written request of the Trustee, forthwith pay to
the Trustee all money so held in trust with respect to such Securities. If
the Company, a Subsidiary or an Affiliate of either of them acts as Paying
Agent for a series of Securities, it shall segregate the money held

17
<PAGE>

by it as Paying Agent with respect to such Securities and hold it as a separate
trust fund. The Company at any time may require a Paying Agent for a series of
Securities to pay all money held by it with respect to such Securities to the
Trustee and to account for any money disbursed by it. Upon doing so, such
Paying Agent shall have no further liability for the money.

Section 2.7 SECURITYHOLDER LISTS. The Trustee shall preserve in as
current a form as practicable the most recent list available to it of the
names and addresses of Holders of each series of Securities. If the Trustee
is not the Registrar for any series of Securities, the Company shall cause to
be furnished to the Trustee at least semiannually on June 1 and December 1 a
listing of Holders of such series of Securities dated within 15 days of the
date on which the list is furnished and at such other times as the Trustee
may request in writing a list in such form and as of such date as the Trustee
may reasonably require of the names and addresses of Securityholders of such
series of Securities.

Section 2.8 TRANSFER AND EXCHANGE. Upon surrender for registration of
transfer of any Security at the office or agency of the Company designated
pursuant to Section 4.5 for such purpose in a Place of Payment, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Securities of any
authorized denomination or denominations of a like aggregate Principal Amount
and tenor. The Company shall not charge a service charge for any registration
of transfer or exchange, but the Company may require payment of a sum sufficient
to pay all taxes, assessments or other governmental charges that may be imposed
in connection with the transfer or exchange of the Securities from the
Securityholder requesting such transfer or exchange (other than any exchange of
a temporary Security for a definitive Security not involving any change in
ownership or any exchange pursuant to Section 2.11, 3.6, 9.5 or 10.3, not
involving any transfer).

Notwithstanding any other provisions (other than the provisions set forth
in the sixth and seventh paragraphs) of this Section, a Security in global form
representing all or a portion of the Securities of a series may not be
transferred except as a whole by the Depositary for such series to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor Depositary for such series or a nominee of such successor Depositary.

At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series of any authorized
denomination or denominations, of a like aggregate Principal Amount and tenor,
upon surrender of the Securities to be exchanged at such office or agency.
Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive. Bearer Securities may
not be issued in exchange for Registered Securities.

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At the option of the Holder, Bearer Securities of any series may be
exchanged for Registered Securities of the same series of any authorized
denomination or denominations and of a like aggregate Principal Amount and
tenor, upon surrender of the Bearer Securities to be exchanged at any office or
agency of the Company located outside the United States, with all unmatured
coupons and all matured coupons in default thereto appertaining. If the Holder
of a Bearer Security is unable to produce any such unmatured coupon or coupons
or matured coupon or coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
and the Trustee or Paying Agent in an amount equal to the face amount of such
missing coupon or coupons, or the surrender of such missing coupon or coupons
may be waived by the Company, the Paying Agent and the Trustee if there is
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to any Paying Agent any such missing coupon in respect of which
such a payment shall have been made, such Holder shall be entitled to receive
the amount of such payment; PROVIDED, HOWEVER, that, except as otherwise
provided in Section 4.5, interest represented by coupons shall be payable only
upon presentation and surrender of those coupons at an office or agency located
outside the United States. Notwithstanding the foregoing, in case a Bearer
Security of any series is surrendered at any such office or agency in exchange
for a Registered Security of the same series and like tenor after the close of
business at such office or agency on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the coupon relating to such
Interest Payment Date or proposed date for payment, as the case may be, and
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture.

Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee or a duly appointed authenticating agent shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.

If at any time the Depositary for the Securities of a series notifies the
Company that it is unwilling or unable to continue as Depositary for the
Securities of such series, the Company shall appoint a successor Depositary with
respect to the Securities of such series. If a successor Depositary for the
Securities of such series is not appointed by the Company within 90 days after
the Company receives such notice, the Company will execute, and the Trustee,
upon receipt of a Company Order for the authentication and delivery of
definitive Securities of such series, will authenticate and deliver Securities
of such series in definitive form in an aggregate Principal Amount equal to the
Principal Amount of the Security or

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Securities in global form representing such series in exchange for such Security
or Securities in global form in accordance with the instructions, if any, of the
Depositary.

The Company may at any time and in its sole discretion determine that the
Securities of any series issued in the form of one or more global Securities
shall no longer be represented by such global Security or Securities. In such
event the Company will execute, and the Trustee, upon receipt of a Company Order
for the authentication and delivery of definitive Securities of such series,
will authenticate and deliver Securities of such series in definitive form and
in an aggregate Principal Amount equal to the Principal Amount of the Security
or Securities in global form representing such series in exchange for such
Security or Securities in global form in accordance with the instructions, if
any, of the Depositary.

Notwithstanding the foregoing, except as otherwise specified in the
preceding two paragraphs or as contemplated by Section 2.3(a), any global
Security shall be exchangeable only as provided in this paragraph. If the
beneficial owners of interests in a global Security are entitled to exchange
such interests for definitive Securities of such series and of like Principal
Amount and tenor but of another authorized form and denomination, as specified
as contemplated by Section 2.3(a), then without unnecessary delay but in any
event not later than the earliest date on which such interests may be so
exchanged, the Company shall deliver to the Trustee definitive Securities in
aggregate Principal Amount equal to the Principal Amount of such global
Security, executed by the Company. On or after the earliest date on which such
interests may be so exchanged, such global Security shall be surrendered by the
Depositary with respect thereto to the Trustee, as the Company's agent for such
purpose, to be exchanged, in whole or from time to time in part, for definitive
Securities without charge and the Trustee or, in the case of Bearer Securities,
an authenticating agent outside the United States shall authenticate and
deliver, in exchange for each portion of such global Security, an equal
aggregate Principal Amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such global
Security to be exchanged which, unless the Securities of the series are not
issuable both as Bearer Securities and as Registered Securities, as specified as
contemplated by Section 2.3(a), shall be in the form of Bearer Securities or
Registered Securities, or any combination thereof, as shall be specified by the
beneficial owner thereof; PROVIDED, HOWEVER, that notwithstanding the last
paragraph of this Section 2.8, no such exchanges may occur during a period
beginning at the opening of business 15 days before any selection of Securities
of that series to be redeemed and ending on the relevant Redemption Date; and
PROVIDED, FURTHER, that no Bearer Security or coupon delivered in exchange for a
portion of a global Security shall be mailed or otherwise delivered to any
person that is not a United States Alien or to any location in the United
States. If a Registered Security is issued in exchange for any portion of a
global Security after the close of business at the office or agency where such
exchange occurs on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or (ii)
any Special Record Date and the opening of business at such

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office or agency on the related proposed date for payment of Defaulted Interest,
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of such Registered Security, but will be payable on such Interest
Payment Date or proposed date for payment, as the case may be, only to the
Person to whom interest in respect of such portion of such global Security is
payable in accordance with the provisions of this Indenture.

Upon the exchange of a Security in global form for Securities in definitive
form, such Security in global form shall be cancelled by the Trustee. All
cancelled Securities and coupons held by the Trustee shall be destroyed by the
Trustee and a certificate of their destruction delivered to the Company unless
the Company directs, by Company Order, that the Trustee shall cancel Securities
and deliver a certificate of destruction to the Company. Registered Securities
issued in exchange for a Security in global form pursuant to this Section 2.8
shall be registered in such names and in such authorized denominations as the
Depositary for such Security in global form, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee in
writing. The Trustee shall deliver such Registered Securities as instructed
to the persons in whose names such Securities are so registered.

All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

Every Registered Security presented or surrendered for registration of
transfer or for exchange shall be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and the Registrar
duly executed, by the Holder thereof or his attorney duly authorized in writing.

The Company shall not be required (i) to issue, register the transfer of or
exchange Securities of any series during a period beginning at the opening of
business 15 days before any selection of Securities of that series to be
redeemed and ending (except as otherwise provided in the first proviso in the
eighth paragraph of this Section 2.8) at the close of business on (A) if
Securities of the Series are issuable only as Registered Securities, the day of
the mailing of the relevant notice of redemption and (B) if Securities of the
series are issuable as Bearer Securities, the day of the first publication of
the relevant notice of redemption or, if Securities of the series are also
issuable as Registered Securities and there is no publication, the mailing of
the relevant notice of redemption, or (ii) to register the transfer of or
exchange any Registered Security so selected for redemption, in whole or in
part, except the unredeemed portion of any Security being redeemed in part, or
(iii) to exchange any Bearer Security so selected for redemption except that
such a Bearer Security may be exchanged for a Registered Security of that series
and like tenor,

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provided that such Registered Security shall be simultaneously surrendered for
redemption.

Section 2.9 REPLACEMENT SECURITIES AND COUPONS. If (a) any mutilated
Security or a Security with a mutilated coupon appertaining thereto is
surrendered to the Trustee or paying agent outside the United States, or (b) the
Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security or coupon, and there is delivered to
the Company and the Trustee such security or indemnity as may be required by
them to save each of them harmless, then, in the absence of written notice to
the Company, any such paying agent or the Trustee that such Security or coupon
has been acquired by a BONA FIDE purchaser, the Company shall execute and upon
its written request the Trustee or paying agent outside the United States shall
authenticate and deliver, in exchange for any such mutilated Security or coupon
or in lieu of any such destroyed, lost or stolen Security or coupon, or in
exchange for the Security to which a mutilated, destroyed, lost or stolen coupon
appertains (with all appurtenant coupons not mutilated, destroyed, lost or
stolen), a new Security of the same series and of like tenor and Principal
Amount, bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to such destroyed, lost or
stolen Security or coupon, or to the Security to which such destroyed, lost or
stolen coupon appertains.

In case any such mutilated, destroyed, lost or stolen Security or coupon
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security or coupon; PROVIDED,
HOWEVER, that the Principal of and any interest on Bearer Securities shall,
except as otherwise provided in Section 4.5, be payable only at an office or
agency located outside the United States and, unless otherwise specified as
contemplated by Section 2.3(a), any interest on Bearer Securities shall be
payable only upon presentation and surrender of the coupons appertaining
thereto.

Upon the issuance of any new Securities under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee and its agents) connected therewith.

Every new Security of any series issued pursuant to this Section in lieu of
any mutilated, destroyed, lost or stolen Security, or in exchange for a Security
to which a mutilated, destroyed, lost or stolen coupon appertains, shall
constitute an original additional contractual obligation of the Company, whether
or not the destroyed, lost or stolen Security and its coupons, if any, or the
destroyed, lost or stolen coupon shall be at any time enforceable by anyone, and
any such new Security and coupons, if any, shall be entitled to all benefits of
this Indenture equally and proportionately with any and all other Securities of
that issue and their coupons, if any, duly issued hereunder.

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The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities or coupons.

Section 2.10 OUTSTANDING SECURITIES; DETERMINATIONS OF HOLDERS' ACTION.
Securities of any series "OUTSTANDING" at any time are, as of the date of
determination, all the Securities of such series theretofore authenticated by
the Trustee for such series except for those cancelled by it, those delivered to
it for cancellation and those described in this Section 2.10 as not outstanding.
A Security does not cease to be "OUTSTANDING" because the Company or an
Affiliate thereof holds the Security; PROVIDED, HOWEVER, that in determining
whether the Holders of the requisite Principal Amount of Outstanding Securities
have given or concurred in any request, demand, authorization, direction,
notice, consent or waiver hereunder, Securities owned by the Company or any
other obligor upon the Securities or any Affiliate of the Company or such
other obligor shall be disregarded and deemed not to be outstanding, except
that, in determining whether the Trustee shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent or
waiver, only Securities which any Trust Officer of the Trustee actually
knows to be so owned shall be so disregarded. Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or
any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor. Subject to the foregoing, only Securities outstanding at
the time of such determination shall be considered in any such determination
(including, without limitation, determinations pursuant to Articles 6 and 9).
In addition, in determining whether the Holders of the requisite Principal
Amount of Outstanding Securities have given or concurred in any request,
demand, authorization, direction, notice, consent or waiver hereunder, (i)
the Principal Amount of a Discount Security that shall be deemed to be
Outstanding shall be the amount of the Principal thereof that would be due
and payable as of the date of such determination upon acceleration of the
Maturity thereof pursuant to Section 6.2, (ii) the Principal Amount of a
Security denominated in a foreign currency or currencies shall be the Dollar
equivalent, as determined on the date of original issuance of such Security,
of the Principal Amount (or, in the case of a Discount Security, the Dollar
equivalent on the date of original issuance of such Security of the amount
determined as provided in (i) above) of such Security.

If a Security has been paid pursuant to Section 2.9 or in exchange for or
in lieu of which another Security has been authenticated and delivered pursuant
to this Indenture, it ceases to be outstanding unless the Trustee receives proof
satisfactory to it that the replaced Security is held by a BONA FIDE purchaser.

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Securities shall cease to be outstanding and interest, if any, on such
Securities shall cease to accrue; PROVIDED, that if such Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture.

Section 2.11 TEMPORARY SECURITIES. Pending the preparation of definitive
Securities of any series, the Company may execute, and upon Company Order the
Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued, in registered form or, if authorized, in bearer form with
one or more coupons or without coupons, and with such appropriate insertions,
omissions, substitutions and other variations as the Officers executing such
Securities may determine, as conclusively evidenced by their execution of such
Securities. Such temporary Securities may be in global form.

Except in the case of Securities represented by a temporary global Security
(which shall be exchanged in accordance with the provisions of the three
succeeding paragraphs), if temporary Securities for some or all of the
Securities of any series are issued, the Company will cause definitive
Securities representing such Securities to be prepared without unreasonable
delay. Subject to Section 2.2, after the preparation of such definitive
Securities, the temporary Securities shall be exchangeable for such definitive
Securities of like tenor upon surrender of the temporary Securities at the
office or agency of the Company designated for such purpose pursuant to Section
4.5 in a Place of Payment for such series for the purpose of exchanges of
Securities of such series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series (accompanied
by any unmatured coupons appertaining thereto), the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a like Principal
Amount of definitive Securities of the same series and of like tenor of
authorized denominations; PROVIDED, HOWEVER, that no definitive Bearer Security
or Permanent Global Bearer Security shall be delivered in exchange for a
temporary Registered Security. Until so exchanged the temporary Securities
shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities.

Unless otherwise specified as contemplated by Section 2.3(a), if Bearer
Securities of any series are represented by a Security in temporary global form,
any such temporary global Security shall be delivered to the Depositary for the
benefit of Euro-clear and Cedel S.A., for credit to the respective accounts of
the beneficial owners of such Securities (or to such other accounts as they may
direct).

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<PAGE>

such temporary global Security, executed by the Company. On or after the
Exchange Date, such temporary global Security shall be surrendered by the
Depositary to the Trustee or paying agent outside the United States, as the
Company's agent for such purpose, to be exchanged, in whole or from time to time
in part, for permanent Securities of the same series which may be in definitive
or global form at the sole discretion of the Company and of like tenor without
charge and the Trustee shall authenticate and deliver, in exchange for each
portion of such temporary global Security, an equal aggregate Principal Amount
of definitive Securities or interests in the Permanent Global Bearer Security of
the same series of authorized denominations and of like tenor as the portion of
such temporary global Security to be exchanged. The permanent Securities to be
delivered in exchange for any such temporary global Security shall be in
definitive bearer form or registered form, or shall be represented by a
Permanent Global Bearer Security, or any combination thereof, as specified as
contemplated by Section 2.3(a), and, if any combination thereof is so specified,
as requested by the beneficial owner thereof PROVIDED, that no beneficial owner
of a registered Temporary Global Bearer Security who is not a United States
alien or who is located in the United States shall be entitled to receive Bearer
Securities.

Unless otherwise specified in any such Temporary Global Bearer Security,
the interest of a beneficial owner of Securities of a series represented by such
Temporary Global Bearer Security shall be exchanged for permanent Securities of
the same series which may be in definitive or global form at the sole discretion
of the Company and of like tenor following the Exchange Date when the account
holder instructs Euro-clear or Cedel S.A., as the case may be, to request such
exchange on his behalf and delivers to Euro-clear or Cedel S.A., as the case may
be, any certificate specified as contemplated by Section 2.3(a). Unless
otherwise specified in such Temporary Global Bearer Security, any such exchange
shall be made free of charge to the beneficial owners of such Temporary Global
Bearer Security, except that a person receiving permanent Securities must bear
the cost of insurance, postage, transportation and the like in the event that
such person does not take delivery of such permanent Securities in person at the
offices of Euro-clear or Cedel S.A.

Until exchanged in full as herein above provided, the temporary Securities
of any series shall in all respects be entitled to the same benefits under this
Indenture as permanent Securities of the same series and of like tenor
authenticated and delivered hereunder, except that, unless otherwise specified
as contemplated by Section 2.3(a), interest payable on a temporary global
Security representing a series of Bearer Securities on an Interest Payment Date
for Securities of such series occurring prior to the applicable Exchange Date
shall be payable to Euro-clear and Cedel S.A. on such Interest Payment Date,
upon delivery by Euro-clear and Cedel S.A. to a paying agent outside the United
States of any certificate specified as contemplated by Section 2.3(a), for
credit without further interest on or after such Interest Payment Date to the
respective accounts of the persons who are the beneficial owners of such
Temporary Global Bearer Security on such Interest Payment

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<PAGE>

Date and who have each delivered to Euro-clear or Cedel S.A., as the case may
be, any certificate specified as contemplated by Section 2.3(a).

Section 2.12 CANCELLATION. All Securities or coupons surrendered for
payment, redemption, registration of transfer or exchange, or for credit against
any sinking fund payment, shall, if surrendered to any person other than the
Trustee, be delivered to the Trustee and all Registered Securities and matured
coupons so delivered shall be promptly cancelled by it. All Bearer Securities
and unmatured coupons so delivered shall be held by the Trustee and, upon
instruction by a Company Order, shall be cancelled or held for reissuance.
Bearer Securities and unmatured coupons held for reissuance may be reissued only
in replacement of mutilated, lost, stolen or destroyed Bearer Securities of the
same series and like tenor or the related coupons pursuant to Section 2.9. All
Bearer Securities and unmatured coupons held by the Trustee pending such
cancellation or reissuance shall be deemed to be delivered for cancellation for
all purposes of this Indenture and the Securities. The Company may at any time
deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Company may have acquired in any manner
whatsoever (including Securities received by the Company in exchange or payment
for other Securities of the Company) and may deliver to the Trustee (or to any
other person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly cancelled by the Trustee. The
Company may not reissue, or issue new Securities to replace, Securities it has
paid or delivered to the Trustee for cancellation. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted in the form of Securities for any
particular series or as permitted by this Indenture. All cancelled Securities
and coupons held by the Trustee shall be destroyed by the Trustee in accordance
with its customary procedures and evidence of their destruction delivered to the
Company unless the Company directs, by Company Order, that the Trustee deliver
cancelled Securities to the Company.

Section 2.13 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. Unless
otherwise provided as contemplated by Section 2.3(a) with respect to any series
of Securities, interest on any Registered Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest. In case a Bearer Security of any series is surrendered in
exchange for a Registered Security of such series after the close of business
(at an office or agency in a Place of Payment for such series) on any Regular
Record Date and before the opening of business (at such office or agency) on the
next succeeding Interest Payment Date, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date and interest will not
be payable on such Interest Payment Date in respect of the Registered Security
issued in exchange for such Bearer Security, but will be

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<PAGE>

payable only to the Holder of such coupon when due in accordance with the
provisions of this Indenture.

Any interest on any Registered Security of any series which is payable, but
is not punctually paid or duly provided for, on any Interest Payment Date
(herein called "DEFAULTED INTEREST") shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date by virtue of having been such Holder,
and such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:

(1) The Company may elect to make payment of any Defaulted Interest
to the persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest, which
shall be fixed in the following manner. The Company shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be paid
on each Registered Security and the date of the proposed payment, and at
the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee
for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the persons entitled to
such Defaulted Interest as in this Clause provided. Thereupon the Trustee
shall fix a Special Record Date for the payment of such Defaulted Interest
which shall be not more than 15 days and not less than 10 days prior to the
date of the proposed payment and not less than 10 days after the receipt by
the Trustee of the notice of the proposed payment. The Trustee shall
promptly notify the Company of such Special Record Date and, in the name
and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to
be mailed, first-class postage prepaid, to each Holder of Registered
Securities at his address as it appears in the Security Register, not less
than 10 days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor
having been so mailed, such Defaulted Interest shall be paid to the persons
in whose names the Securities (or their respective Predecessor Securities)
are registered at the close of business on such Special Record Date and
shall no longer be payable pursuant to the following Clause (2).

(2) The Company may make payment of any Defaulted Interest on the
Registered Securities in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Registered Securities
may be listed, and upon such notice as may be required by such exchange,
if, after written notice given by the Company to the Trustee of the
proposed payment pursuant to this Clause, such manner of payment shall be
deemed practicable by the Trustee.

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<PAGE>

Subject to the foregoing provisions of this Section and Section 2.8, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

Section 2.14 PERSONS DEEMED OWNERS. Prior to due presentment of a
Registered Security for registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the person in whose name such
Registered Security is registered as the owner of such Registered Security for
the purpose of receiving payment of Principal of and (except as otherwise
specified as contemplated by Section 2.3(a) and subject to Section 2.8 and
Section 2.13) interest on such Registered Security and for all other purposes
whatsoever, whether or not such Registered Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

Title to any Bearer Security and any coupons appertaining thereto shall
pass by delivery. The Company, the Trustee and any agent of the Company or the
Trustee may treat the bearer of any Bearer Security and the bearer of any coupon
as the absolute owner of such Bearer Security or coupon for the purpose of
receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Bearer Security or coupon be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

None of the Company, the Trustee, any Paying Agent or the Registrar will
have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests of a Security in
global form or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

Section 2.15 COMPUTATION OF INTEREST. Except as otherwise specified as
contemplated by Section 2.3(a) for Securities of any series, (i) interest on any
Securities which bear interest at a fixed rate shall be computed on the basis of
a 360-day year comprised of twelve 30-day months and (ii) interest on any
Securities which bear interest at a variable rate shall be computed on the basis
of the actual number of days in an interest period divided by 360.

ARTICLE III

REDEMPTION

Section 3.1 RIGHT TO REDEEM; NOTICES TO TRUSTEE. Securities of any series
which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 2.3(a) for Securities of any series) in accordance with this Article.
In the case of any redemption at the

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election of the Company of less than all the Securities of any series, the
Company shall, within the time period specified below, notify the Trustee in
writing of the Redemption Date, the Principal Amount of and of any other
information necessary to identify the Securities of such series to be redeemed
and the Redemption Price (including the information set forth in clauses (4),
(5) and (6) of Section 3.3).

The Company shall give the notice to the Trustee provided for in this
Section 3.1 at least 60 days before the Redemption Date (unless a shorter notice
shall be satisfactory to the Trustee).

Section 3.2 SELECTION OF SECURITIES TO BE REDEEMED. Unless otherwise
specified as contemplated by Section 2.3(a) with respect to any series of
Securities, if less than all the Securities of any series with the same issue
date, interest rate and Stated Maturity are to be redeemed, the Trustee shall
select the particular Securities to be redeemed by such method the Trustee
considers fair and appropriate, which method may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the Principal
Amount of Registered Securities of such series of a denomination larger than the
minimum authorized denomination for Securities of that series. The Trustee
shall make the selection not more than 60 days before the Redemption Date from
Outstanding Securities of such series not previously called for redemption.
Provisions of this Indenture that apply to Securities called for redemption also
apply to portions of Securities called for redemption. The Trustee shall notify
the Company promptly in writing of the Securities to be redeemed and, in the
case of any portions of Securities to be redeemed, the principal amount thereof
to be redeemed.

Section 3.3 NOTICE OF REDEMPTION. Unless otherwise specified as
contemplated by Section 2.3(a) with respect to any series of Securities, at
least 30 days but not more than 60 days before a Redemption Date, the Company
shall mail a notice of redemption by first-class mail, postage prepaid, to each
Holder of Securities to be redeemed.

The notice shall identify the Securities (including CUSIP/ISIN numbers) to
be redeemed and shall state:

(1) the Redemption Date;

(2) the Redemption Price;

(3) if fewer than all the Outstanding Securities of any series are to
be redeemed, the identification (and, in the case of partial redemption,
the Principal Amounts) of the particular Securities to be redeemed;

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(4) that on the Redemption Date the Redemption Price will become due
and payable upon each such Security (or portion thereof) to be redeemed
and, if applicable, that interest thereon will cease to accrue on and
after said date;

(5) the place or places where such Securities, together in the case
of Bearer Securities with all coupons appertaining thereto, if any,
maturing after the Redemption Date, are to be surrendered for payment of
the Redemption Price; and

(6) that the redemption is for a sinking fund, if such is the case.

A notice of redemption published as contemplated by Section 13.2 need not
identify particular Registered Securities to be redeemed.

At the Company's written request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense; PROVIDED,
HOWEVER, that, in all cases, the text of such Company notice shall be
prepared by the Company.

Section 3.4 EFFECT OF NOTICE OF REDEMPTION. Once notice of redemption is
given, Securities called for redemption become due and payable on the Redemption
Date and at the Redemption Price stated in the notice, and from and after such
date (unless the Company shall default in the payment of the Redemption Price
and accrued interest) such Securities shall cease to bear interest and the
coupons for such interest appertaining to any Bearer Securities so to be
redeemed, except to the extent provided below, shall be void. Upon surrender of
any such Security for redemption in accordance with said notice, together with
all coupons, if any, appertaining thereto maturing after the Redemption Date,
such Security shall be paid by the Company at the Redemption Price, together
with accrued interest to the Redemption Date; PROVIDED, HOWEVER, that
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section 4.5)
and, unless otherwise specified as contemplated by Section 2.3(a), only upon
presentation and surrender of coupons for such interest; and PROVIDED, FURTHER,
that, unless otherwise specified as contemplated by Section 2.3(a), installments
of interest on Registered Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
relevant Regular Record Dates according to their terms and the provisions of
Sections 2.8 and 2.13.

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require to save each of them and any Paying Agent harmless. If thereafter the
Holder of such Security shall surrender to any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted;
PROVIDED, HOWEVER, that interest represented by coupons shall be payable only at
an office or agency located outside the United States (except as otherwise
provided in Section 4.5) and, unless otherwise specified as contemplated by
Section 2.3(a), only upon presentation and surrender of those coupons.

If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the Principal shall, until paid, bear interest from the
Redemption Date at the rate prescribed therefor in the Security.

Section 3.5 DEPOSIT OF REDEMPTION PRICE. On or prior to 10:00 a.m. New
York City time on the Redemption Date, the Company shall deposit with the Paying
Agent (or if the Company or a Subsidiary or an Affiliate of either of them is
the Paying Agent, shall segregate and hold in trust) money sufficient to pay the
Redemption Price and (except if the Redemption Date shall be an Interest Payment
Date) accrued interest on, of all Securities to be redeemed on that date other
than Securities or portions of Securities called for redemption which prior
thereto have been delivered by the Company to the Trustee for cancellation. If
such money is then held by the Company in trust and is not required for such
purpose, it shall be discharged from such trust.

Section 3.6 SECURITIES REDEEMED IN PART. Any Registered Security which is
to be redeemed only in part shall be surrendered at a Place of Payment therefor
(with due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing), and upon such surrender, the
Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security a new Registered Security or Securities of the same
series and of like tenor, in an authorized denomination as requested by such
Holder, equal in aggregate Principal Amount to and in exchange for the
unredeemed portion of the Principal of the Security surrendered.

ARTICLE IV

COVENANTS

Section 4.1 PAYMENT OF SECURITIES. The Company shall promptly make all
payments in respect of each series of Securities on the dates and in the manner
provided in the Securities and any coupons appertaining thereto and, to the
extent not otherwise so provided, pursuant to this Indenture. An installment of
Principal of or interest on the Securities shall be considered paid on the date
it is due if the Trustee or a Paying Agent (other than the Company or an
Affiliate of the Company) holds on that date funds (in the currency or
currencies of payment with respect to such Securities) designated for and

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sufficient to pay such installment. Unless otherwise specified as contemplated
by Section 2.3(a) with respect to any series of Securities, any interest due on
Bearer Securities on or before Maturity shall be payable only upon presentation
and surrender of the several coupons for such interest installments as are
evidenced thereby as they severally mature. At the Company's option, payments
of Principal or interest may be made by check or by transfer to an account
maintained by the payee subject, in the case of Bearer Securities, to the
provisions of Section 4.5.

Section 4.2 SEC REPORTS. The Company shall file with the Trustee, within
15 days after it files such annual and quarterly reports, information, documents
and other reports with the SEC, copies of its annual report and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the SEC may by rules and regulations prescribe) which the
Company is required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act. The Company also shall comply with the other provisions of TIA
Section 314(a).

Section 4.3 COMPLIANCE CERTIFICATE. The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year (beginning with the
fiscal year ending on September 30, ____) an Officers' Certificate stating
whether or not the signers know of any Default that occurred during such period.
If they do, such Officers' Certificate shall describe the Default and its
status.

Section 4.4 FURTHER INSTRUMENTS AND ACTS. Upon request of the Trustee,
the Company will execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.

Section 4.5 MAINTENANCE OF OFFICE OR AGENCY. If Securities of a series
are issuable only as Registered Securities, the Company will maintain in each
Place of Payment for such series an office or agency where Securities of that
series may be presented or surrendered for payment, where Securities of that
series may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities of that
series and this Indenture may be served. If Securities of a series are issuable
as Bearer Securities, the Company will maintain (A) in the Borough of Manhattan,
the City of New York, an office or agency where any Registered Securities of
that series may be presented or surrendered for payment, where any Registered
Securities of that series may be surrendered for registration of transfer, where
Securities of that series may be surrendered for exchange, purchase or
redemption and where notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be served and where Bearer
Securities of that series and related coupons may be presented or surrendered
for payment in the circumstances described in the following paragraph (and not
otherwise), (B) subject to any laws or regulations applicable thereto, in a
Place of Payment for that series which is located outside the United States, an

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office or agency where Securities of that series and related coupons may be
presented and surrendered for payment (including payment of any additional
amounts payable on Securities of that series pursuant to Section 4.6), and (C)
subject to any laws or regulations applicable thereto, in a Place of Payment for
that series located outside the United States an office or agency where any
Registered Securities of that series may be surrendered for registration of
transfer, where Securities of that series may be surrendered for exchange and
where notices and demands to or upon the Company in respect of the Securities
of that series and this Indenture may be served. The office of the Trustee
at 450 West 33rd Street, New York, New York 10001-2697, Attention: Global
Trust Services shall be such office or agency for all of the aforesaid
purposes unless the Company shall maintain some other office or agency for
such purposes and shall give prompt written notice to the Trustee of the
location, and any change in the location, of such other office or agency. If
at any time the Company shall fail to maintain any such required office or
agency in respect of any series of Securities or shall fail to furnish the
Trustee with the address thereof, such presentations and surrenders of
Securities of that series may be made and notices and demands may be made or
served at the address of the Trustee's Corporate Trust Office, except that
Bearer Securities of that series and the related coupons may be presented and
surrendered for payment (including payment of any additional amounts payable
on Bearer Securities of that series pursuant to Section 4.6) at the place
specified for that purpose as contemplated by Section 2.3(a) or, if no such
place is specified, at the main office of the Trustee in London, and the
Company hereby appoints the same as its agent to receive such respective
presentations, surrenders, notices and demands.

No payment of Principal or interest on Bearer Securities shall be made at
any office or agency of the Company in the United States, by check mailed to any
address in the United States, by transfer to an account located in the United
States or upon presentation or surrender in the United States of a Bearer
Security or coupon for payment, even if the payment would be credited to an
account located outside the United States; PROVIDED, HOWEVER, that, if the
Securities of a series are denominated and payable in Dollars, payment of
Principal of and any interest on any such Bearer Security (including any
additional amounts payable on Securities of such series pursuant to Section 4.6)
shall be made at the office of the Company's Paying Agent in the Borough of
Manhattan, The City of New York, if (but only if) payment in Dollars of the full
amount of such Principal, interest or additional amounts, as the case may be, at
all offices or agencies outside the United States maintained for such purpose by
the Company in accordance with this Indenture is illegal or effectively
precluded by exchange controls or other similar restrictions.

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forth above for Securities of any series for such purposes. The Company will
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

Section 4.6 ADDITIONAL AMOUNTS. If specified as contemplated by Section
2.3(a), the Securities of a series may provide for the payment of additional
amounts, and in such case, the Company will pay to the Holder of any Security of
such series or any coupon appertaining thereto additional amounts as provided
therein. Wherever in this Indenture there is mentioned, in any context, the
payment of the Principal of or any interest on, or in respect of, any Security
of any series or payment of any related coupon, such mention shall be deemed to
include mention of the payment of additional amounts provided for in this
Section to the extent that, in such context, additional amounts are, were or
would be payable in respect thereof pursuant to the provisions of this Section
and express mention of the payment of additional amounts (if applicable) in any
provisions hereof shall not be construed as excluding additional amounts in
those provisions hereof where such express mention is not made.

If the Securities of a series provide for the payment of additional
amounts, at least 10 days prior to the first Interest Payment Date with respect
to that series of Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which payment of Principal is
made), and at least 10 days prior to each date of payment of Principal and any
interest if there has been any change with respect to the matters set forth in
the below-mentioned Officers' Certificate, the Company will furnish the Trustee
and the Company's Paying Agent or Paying Agents, if other than the Trustee, with
an Officers' Certificate instructing the Trustee and such Paying Agent or Paying
Agents whether such payment of Principal of and any interest on the Securities
of that series shall be made to Holders of Securities of that series or any
related coupons who are United States Aliens without withholding for or on
account of any tax, assessment or other governmental charge described in the
Securities of that series. If any such withholding shall be required, then such
Officers' Certificate shall specify by country the amount, if any, required to
be withheld on such payments to such Holders of Securities or coupons and the
Company will pay to the Trustee or such Paying Agent the additional amounts
required by the Securities of such series and this Section. The Company
covenants to indemnify the Trustee (and its agents) and any Paying Agent for,
and to hold them harmless against, any loss, liability or expense reasonably
incurred without negligence or bad faith on their part arising out of or in
connection with actions taken or omitted by any of them in reliance on any
Officers' Certificate furnished pursuant to this Section.

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ARTICLE V

SUCCESSOR CORPORATION

Section 5.1 WHEN COMPANY MAY MERGE OR TRANSFER ASSETS. The Company shall
not consolidate with or merge with or into any other person or convey, transfer
or lease its properties and assets substantially as an entirety to any person,
unless:

(a) either (1) the Company shall be the continuing corporation or (2)
the person (if other than the Company) formed by such consolidation or into
which the Company is merged or the person which acquires by conveyance,
transfer or lease the properties and assets of the Company substantially as
an entirety (i) shall be a corporation, partnership or trust organized and
validity existing under the laws of the United States or any state thereof
or the District of Columbia and (ii) shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in
form satisfactory to the Trustee, all of the obligations of the Company
under the Securities and this Indenture;

(b) immediately after giving effect to such transaction, no Default
shall have occurred and be continuing; and

(c) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and, if a supplemental
indenture is required in connection with such transaction, such
supplemental indenture, comply with this Article and that all conditions
precedent herein provided for relating to such transaction have been
satisfied.

The successor person formed by such consolidation or into which the Company
is merged or the successor person to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of the Company under this Indenture with the same effect as if such
successor had been named as the Company herein; and thereafter, except in the
case of a lease of its properties and assets substantially as an entirety, the
Company shall be discharged from all obligations and covenants under this
Indenture, the Securities and coupons.

ARTICLE VI

DEFAULTS AND REMEDIES

Section 6.1 EVENTS OF DEFAULT. Unless otherwise specified as contemplated
by Section 2.3(a) with respect to any series of securities, an "EVENT OF
DEFAULT" occurs, with respect to each series of the Securities individually, if:

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(1) the Company defaults in (a) the payment of the principal of any
Security of such series at its Maturity or (b) the payment of any interest
upon any Security of such series when the same becomes due and payable and
continuance of such default for a period of 30 days;

(2) the Company fails to comply with any of its agreements in the
Securities or this Indenture (other than those referred to in clause (1)
above and other than a covenant or warranty a default in whose performance
or whose breach is elsewhere in this Section specifically dealt with or
which has been expressly included in this Indenture solely for the benefit
of a series of Securities other than such series) and such failure
continues for 60 days after receipt by the Company of a Notice of Default;

(3) there shall have been the entry by a court of competent
jurisdiction of (a) a decree or order for relief in respect of the Company
in an involuntary case or proceeding under any applicable Bankruptcy Law or
(b) a decree or order adjudging the Company, bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment or composition of or in
respect of the Company under any applicable federal or state law, or
appointing a custodian, receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Company or of any
substantial part of its property, or ordering the wind up or liquidation of
its affairs, and any such decree or order for relief shall continue to be
in effect, or any such other decree or order shall be unstayed and in
effect, for a period of 60 consecutive days;

(4) (a) the Company commences a voluntary case or proceeding under
any applicable Bankruptcy Law or any other case or proceeding to be
adjudicated bankrupt or insolvent, (b) the Company consents to the entry of
a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable Bankruptcy Law or to the
commencement of any bankruptcy or insolvency case or proceeding against it,
(c) the Company files a petition or answer or consent seeking
reorganization or substantially comparable relief under any applicable
federal state law, (d) the Company (x) consents to the filing of such
petition or the appointment of, or taking possession by, a custodian,
receiver, liquidator, assignee, trustee, sequestrator or similar official
of the Company or of any substantial part of its property, (y) makes an
assignment for the benefit of creditors or (z) admits in writing its
inability to pay its debts generally as they become due or (e) the Company
takes any corporate action in furtherance of any such actions in this
clause (4); or

(5) any other Event of Default provided with respect to Securities of
that series.

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"BANKRUPTCY LAW" means Title 11, United States Code, or any similar
Federal or state law for the relief of debtors. "CUSTODIAN" means any receiver,
trustee, assignee, liquidator, custodian or similar official under any
Bankruptcy Law.

A Default under clause (2) above is not an Event of Default until the
Trustee notifies the Company, or the Holders of at least 25% in aggregate
Principal Amount of the Outstanding Securities of such series notify the
Company and the Trustee in writing of the Default and the Company does not
cure such Default within the time specified in clause (2) above after receipt
of such notice. Any such notice must specify the Default, demand that it be
remedied and state that such notice is a "NOTICE OF DEFAULT."

Section 6.2 ACCELERATION. If an Event of Default with respect to
Securities of any series at the time Outstanding (other than an Event of Default
specified in Section 6.1(3) or (4)) occurs and is continuing, the Trustee by
notice to the Company, or the Holders of at least 25% in aggregate Principal
Amount of the Outstanding Securities of that series by written notice to the
Company and the Trustee, may declare the Principal Amount (or, if any of the
Securities of that series are Discount Securities, such portion of the
Principal Amount of such Securities as may be specified in the terms thereof)
of all the Securities of that series to be immediately due and payable. Upon
such a declaration, such Principal (or portion thereof) shall be due and
payable immediately. If an Event of Default specified in Section 6.1(3) or
(4) occurs and is continuing, the Principal (or portion thereof) of all the
Securities of that series shall become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any
Securityholders. The Holders of a majority in aggregate Principal Amount of
the Outstanding Securities of any series, by written notice to the Trustee
(and without notice to any other Securityholder) may rescind an acceleration
with respect to that series and its consequences if the rescission would not
conflict with any judgment or decree and all existing Events of Default with
respect to Securities of such series have been cured or waived except
nonpayment of the Principal (or portion thereof) of Securities of such series
that has become due solely as a result of such acceleration and if all
amounts due to the Trustee under Section 7.7 have been paid. No such
rescission shall affect any subsequent Default or impair any right consequent
thereto.

Section 6.3 OTHER REMEDIES. If an Event of Default with respect to a
series of Outstanding Securities occurs and is continuing, the Trustee may
pursue any available remedy to (a) collect the payment of the whole amount then
due and payable on such Securities for Principal and interest, with interest
upon the overdue Principal and, to the extent that payment of such interest
shall be legally enforceable, upon overdue installments of interest from the
date such interest was due, at the rate or rates prescribed therefor in such
Securities and, in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection, including amounts due the Trustee
under Section 7.7 or (b) enforce the performance of any provision of the
Securities or this Indenture.

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The Trustee may maintain a proceeding even if the Trustee does not
possess any of the Securities or coupons or does not produce any of the
Securities or coupons in the proceeding. A delay or omission by the Trustee or
any Securityholder in exercising any right or remedy accruing upon an Event of
Default shall not impair the right or remedy or constitute a waiver of, or
acquiescence in, the Event of Default. No remedy is exclusive of any other
remedy. All available remedies are cumulative.

Section 6.4 WAIVER OF PAST DEFAULTS. The Holders of a majority in
aggregate Principal Amount of the Outstanding Securities of any series, by
written notice to the Trustee (and without notice to any other
Securityholder), may on behalf of the Holders of all the Securities of such
series and any related coupons waive an existing Default with respect to such
series and its consequences except (1) an Event of Default described in
Section 6.1(1) with respect to such series or (2) a Default in respect of a
provision that under Section 9.2 cannot be amended without the consent of the
Holder of each Outstanding Security of such series affected. When a Default
is waived, it is deemed cured, but no such waiver shall extend to any
subsequent or other Default or impair any consequent right.

Section 6.5 CONTROL BY MAJORITY. The Holders of a majority in aggregate
Principal Amount of the Outstanding Securities of any series may direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or of exercising any trust or power conferred on the Trustee with
respect to the Securities of such series. However, the Trustee may refuse to
follow any direction that conflicts with law or this Indenture or that the
Trustee determines in good faith is unduly prejudicial to the rights of other
Securityholders or would involve the Trustee in personal liability.

Section 6.6 LIMITATION ON SUITS. A Holder of any Security of any series
or any related coupons may not pursue any remedy with respect to this Indenture
or the Securities unless:

(1) the Holder gives to the Trustee written notice stating that an
Event of Default with respect to the Securities of that series is
continuing;

(2) the Holders of at least 25% in aggregate Principal Amount of the
Outstanding Securities of that series make a written request to the Trustee
to pursue the remedy;

(3) such Holder or Holders offer to the Trustee reasonable security
or indemnity against any loss, liability or expense satisfactory to the
Trustee;

(4) the Trustee does not comply with the written request within 60
days after receipt of the notice, the request and the offer of security or
indemnity; and

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(5) the Holders of a majority in aggregate Principal Amount of the
Outstanding Securities of that series do not give the Trustee a written
direction inconsistent with such written request during such 60-day period.

A Securityholder may not use this Indenture to prejudice the rights of
any other Securityholder or to obtain a preference or priority over any other
Securityholder.

Section 6.7 RIGHTS OF HOLDERS TO RECEIVE PAYMENT. Notwithstanding any
other provision of this Indenture, the right, which is absolute and
unconditional, of any Holder of any Security or coupon to receive payment of the
Principal of and (subject to Section 2.13) interest on such Security or payment
of such coupon on the Stated Maturity or Maturities expressed in such Security
or coupon (or, in the case of redemption, on the Redemption Date) held by such
Holder, on or after the respective due dates expressed in the Securities or any
Redemption Date, or to bring suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected adversely without
the consent of each such Holder.

Section 6.8 COLLECTION SUIT BY TRUSTEE. If an Event of Default described
in Section 6.1(1) with respect to Securities of any series occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Company for the whole amount owing with respect to
such series of Securities and the amounts provided for in Section 7.7.

Section 6.9 TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the Principal of the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue
Principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

(a) to file and prove a claim for the whole amount of Principal and
interest owing and unpaid in respect of the Securities and to file such
other papers or documents as may be necessary or advisable in order to have
the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel and any other amount due the Trustee under Section 7.7)
and of the Holders of Securities and coupons allowed in such judicial
proceeding, and

(b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;

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and any Custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder of Securities and coupons to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments directly
to the Holders of Securities and coupons, to pay the Trustee any amount due it
for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.7.

Nothing herein contained shall be deemed to authorize the Trustee or the
holders of Senior Indebtedness to authorize or consent to or accept or adopt on
behalf of any Holder of a Security or coupon any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or coupons or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder of a Security or coupon in any such proceeding.

Section 6.10 PRIORITIES. If the Trustee collects any money pursuant to
this Article 6, it shall pay out the money in the following order and, in case
of the distribution of such money on account of Principal or interest, upon
presentation of the Securities or coupons, or both, as the case may be, and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

FIRST: to the Trustee for amounts due under Section 7.7;

SECOND: to holders of Senior Indebtedness as provided for in Article XII;

THIRD: to Securityholders for amounts due and unpaid for the Principal and
interest on the Securities and interest evidenced by coupons in respect of which
or for the benefit of which such money has been collected, ratably, without
preference or priority of any kind, according to the amounts due and payable on
such Securities and coupons for Principal and interest, respectively; and

FOURTH: the balance, if any, to the Company.

The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section 6.10. At least 15 days before such
record date, the Company shall mail to each Securityholder and the Trustee a
notice that states the record date, the payment date and amount to be paid.

Section 6.11 UNDERTAKING FOR COSTS. In any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party

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litigant (other than the Trustee) in the suit of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section 6.11 does not apply to a suit by the Trustee,
a suit by a Holder pursuant to Section 6.7 or a suit by Holders of more than 10%
in aggregate Principal Amount of the Outstanding Securities of any series, or to
any suit instituted by any Holder of any Security or coupon for the enforcement
of the payment of the Principal of or interest on any Security or the payment of
any coupon on or after the Stated Maturity or Maturities expressed in such
Security or coupon (or, in the case of redemption, on or after the Redemption
Date).

Section 6.12 WAIVER OF STAY, EXTENSION OR USURY LAWS. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury or other law
wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

ARTICLE VII

TRUSTEE

Section 7.1 DUTIES OF TRUSTEE.

(a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise the rights and powers vested in it by this Indenture and use the
same degree of care and skill in its exercise as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs.

(b) Except during the continuance of an Event of Default with respect to
Securities of any series:

(1) the Trustee need perform only those duties that are specifically
set forth in this Indenture and no others and no implied duties or
obligations will be read against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to
the Trustee and conforming to the requirements of this Indenture. However,
the Trustee shall examine the certificates and

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opinions to determine whether or not they conform to the requirements of
this Indenture.

(c) The Trustee may not be relieved from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct, except
that:

(1) this paragraph (c) does not limit the effect of paragraph (b) of
this Section 7.1;

(2) the Trustee shall not be liable for any error of judgment made in
good faith by a Trust Officer unless it is proved that the Trustee was
negligent in ascertaining the pertinent facts; and

(3) the Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.5.

(d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section 7.1.

(e) The Trustee may refuse to perform any duty, follow any director or
order or exercise any right or power or extend or risk its own funds or
otherwise incur any financial liability unless it receives indemnity
satisfactory to it against any loss, liability or expense which might be
incurred.

(f) Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall not be
liable for any interest on any money received by it except as the Trustee may
otherwise agree in writing from time to time with the Company.

Section 7.2 RIGHTS OF TRUSTEE. (a) The Trustee may conclusively rely
on any document believed by it to be genuine and to have been signed or
presented by the proper person. The Trustee need not investigate any fact or
matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall
not be liable for any action it takes or omits to take in good faith in
reliance on such Officers' Certificate or Opinion of Counsel.

(c) The Trustee may act through agents or attorneys and shall not be
responsible for the misconduct or negligence of any agent or attorney
appointed with due care.

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(d) Subject to the provisions of Section 7.1 (c), the Trustee shall not be
liable for any action it takes or omits to take in good faith which it believes
to be authorized or within its rights or powers.

(e) In the event that the Trustee is also acting as Paying Agent or
Registrar hereunder, the rights and protections afforded to the Trustee
pursuant to this Article Seven shall also be afforded to such Paying Agent or
Registrar.

(f) The Trustee shall not be charged with knowledge of any Default or
Event of Default unless either (i) a Trust Officer shall have actual
knowledge of such Default or Event of Default or (ii) written notice of such
Default or Event of Default shall have been given to the Trustee by the
Company or any Holder.

(g) The Trustee may consult with counsel and the advice of such counsel
or any Opinion of Counsel shall be full and complete authorization and
protection from liability in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon.

(h) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

Section 7.3 INDIVIDUAL RIGHTS OF TRUSTEE, ETC. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
or coupons and may otherwise deal with the Company or its Affiliates with the
same rights it would have if it were not Trustee. Any Paying Agent, Registrar
or co-registrar or any other agent of the Company may do the same with like
rights. However, the Trustee must comply with Sections 7.10 and 7.11.

Section 7.4 TRUSTEE'S DISCLAIMER. The Trustee makes no representation as
to the validity or adequacy of this Indenture or the Securities or coupons. The
Trustee shall not be accountable for the Company's use of the proceeds from the
Securities and, shall not be responsible for any statement in the registration
statement for the Securities under the Securities Act of 1933, as amended, or in
the Indenture or the Securities or any coupons (other than its certificate of
authentication) or for the determination as to which beneficial owners are
entitled to receive any notices hereunder.

Section 7.5 NOTICE OF DEFAULTS. If a Default with respect to the
Securities of any series occurs and is continuing and if it is actually
known to a Trust Officer of the Trustee, the Trustee shall give to each
Holder of Securities of such series notice of such Default in the manner set
forth in TIA Section 315(b) within 90 days after it occurs. Except in the
case of a Default described in Section 6.1(1) with respect to any Security of
such series or a Default in the payment of any sinking fund installment with
respect to any Security of such series, the Trustee may withhold the notice
if and so long as a committee of its Trust Officers in good faith determines
that withholding the notice is in the interests of the Holders of Securities
of such series.

Section 7.6 REPORTS BY TRUSTEE TO HOLDERS. Within 60 days after each May
15 beginning with the May 15 following the date of this Indenture, the Trustee
shall mail to each Holder of Securities a brief report dated as of such May 15
that complies with TIA Section 313(a). The Trustee also shall comply with TIA
Section 313(b) and (c).

A copy of each report at the time of its mailing to Holders of Securities
shall be filed with the SEC and each stock exchange on which the Securities of
that series may be listed. The Company agrees to notify the Trustee in
writing whenever the Securities of a particular series become listed on any
stock exchange and of any delisting thereof.

Section 7.7 COMPENSATION AND INDEMNITY. The Company agrees:

(a) to pay to the Trustee from time to time reasonable compensation
for all services rendered by it hereunder (which compensation shall not be
limited by

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any provision of law in regard to the compensation of a trustee of an
express trust);

(b) to reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the reasonable
compensation and the expenses, advances and disbursements of its agents and
counsel and persons not regularly in its employ), except any such expense,
disbursement or advance as may be attributable to its negligence or bad
faith; and

(c) to indemnify the Trustee, its agents, officers, directors and
employees for, and to hold it harmless against, any loss, liability or
expense incurred without negligence or bad faith on its part, arising out
of or in connection with the acceptance or administration of this
Indenture, including the costs and expenses of defending itself against
any claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder.

To secure the Company's payment obligations in this Section 7.7, the
Trustee shall have a lien prior to the Securities and any coupons on all money
or property held or collected by the Trustee, except that held in trust to pay
the Principal of or interest, if any, on particular Securities or for the
payment of particular coupons.

The Company's payment obligations pursuant to this Section 7.7 shall
survive the discharge of this Indenture or the earlier resignation or
termination of the Trustee. When the Trustee incurs expenses after the
occurrence of a Default specified in Section 6.1(3) or (4), the expenses are
intended to constitute expenses of administration under any Bankruptcy Law.

Section 7.8 REPLACEMENT OF TRUSTEE. The Trustee may resign by so
notifying the Company; PROVIDED, HOWEVER, no such resignation shall be effective
until a successor Trustee has accepted its appointment pursuant to this Section
7.8. The Holders of a majority in aggregate Principal Amount of the Outstanding
Securities of any series at the time outstanding may remove the Trustee with
respect to the Securities of such series by so notifying the Trustee in
writing and may appoint a successor Trustee. The Company shall remove the
Trustee if:

(1) the Trustee fails to comply with Section 7.10;

(2) the Trustee is adjudged bankrupt or insolvent;

(3) a receiver or public officer takes charge of the Trustee or its
property; or

(4) the Trustee otherwise becomes incapable of acting.

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If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, with respect to the Securities of one or more series,
the Company shall promptly appoint, by resolution of its Board of Directors, a
successor Trustee with respect to the Securities of that or those series (it
being understood that any such successor Trustee may be appointed with respect
to the Securities of one or more or all of such series and that at any time
there shall be only one Trustee with respect to the Securities of any series).

In the case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company.
Thereupon, the resignation or removal of the retiring Trustee shall become
effective and the successor Trustee shall have all the rights, powers and duties
of the Trustee under this Indenture. The successor Trustee shall mail a notice
of its succession to Holders of Securities of the particular series with respect
to which such successor Trustee has been appointed. The retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee,
subject to the lien provided for in Section 7.7.

In case of the appointment hereunder of a successor Trustee with respect to
the Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees as co-Trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the

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Securities of that or those series to which the appointment of such successor
Trustee relates, subject, nevertheless, to its lien, if any, provided for in
Section 7.7.

If a successor Trustee with respect to the Securities of any series does
not take office within 30 days after the retiring Trustee resigns or is removed,
the retiring Trustee, the Company or the Holders of a majority in aggregate
Principal Amount of the Outstanding Securities of such series at the time
outstanding may petition any court of competent jurisdiction for the appointment
of a successor Trustee with respect to the Securities of such series.

If the Trustee fails to comply with Section 7.10, any Holder of a Security
of such series may petition any court of competent jurisdiction for the removal
of such Trustee and the appointment of a successor Trustee.

Section 7.9 SUCCESSOR TRUSTEE BY MERGER. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation, the resulting,
surviving or transferee corporation without any further act shall be the
successor Trustee.

Section 7.10 ELIGIBILITY; DISQUALIFICATION. The Trustee shall at all
times satisfy the requirements of TIA Section 310(a)(1) and 310(a)(5). The
Trustee shall have a combined capital and surplus of at least $10,000,000 as
set forth in its most recent published annual report of condition and either
(x) the obligations of the Trustee under this Indenture are guaranteed by The
Chase Manhattan Bank, N.A. ("Chase") or (y) Chase has guaranteed generally
the obligations of the Trustee in respect of its trust operations, in either
case in an aggregate amount at least equal to $50,000,000. The Trustee shall
comply with TIA Section 310(b), including the optional provision permitted by
the second sentence of TIA Section 310(b)(9). In determining whether the
Trustee has conflicting interests as defined in TIA Section 310(b)(1), the
provisions contained in the proviso to TIA Section 310(b)(1) shall be deemed
incorporated herein.

Section 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. The
Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

ARTICLE VIII

SATISFACTION AND DISCHARGE

Section 8.1 DISCHARGE OF LIABILITY ON SECURITIES. Except as otherwise
contemplated by Section 2.3(a), when (a) the Company delivers to the Trustee all
Outstanding Securities or all Outstanding Securities of any series, as the case
may be, theretofore authenticated and delivered and all coupons, if any,
appertaining thereto (other than (i) coupons appertaining to Bearer Securities
surrendered for exchange for Registered Securities and maturing after such
exchange, whose surrender is not required or has been waived as

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provided in Section 2.8, (ii) Securities or Securities of such series, as the
case may be, and coupons, if any, which have been destroyed, lost or stolen and
which have been replaced or paid as provided in Section 2.9, (iii) coupons, if
any, appertaining to Securities or Securities of such series, as the case may
be, called for redemption and maturing after the relevant Redemption Date, whose
surrender has been waived as provided in Section 3.4, and (iv) Securities or
Securities of such series, as the case may be, and coupons, if any, for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding
Securities have become due and payable and the Company deposits with the Trustee
cash sufficient to pay at Stated Maturity the Principal Amount of all Principal
of and interest on Outstanding Securities or all Outstanding Securities of such
series (other than Securities replaced pursuant to Section 2.9), and if in
either case the Company pays all other sums payable hereunder by the Company,
then this Indenture shall, subject to the payments of any monies owed to the
Trustee under Section 7.7, cease to be of further effect as to all
Outstanding Securities or all Outstanding Securities of any series, as the
case may be. The Trustee shall join in the execution of a document prepared
by the Company acknowledging satisfaction and discharge of this Indenture on
demand of the Company accompanied by an Officers' Certificate and Opinion of
Counsel and at the cost and expense of the Company.

Section 8.2 REPAYMENT TO THE COMPANY. The Trustee and the Paying Agent
shall return to the Company on Company Request any money held by them for the
payment of any amount with respect to the Securities that remains unclaimed for
two years; PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before
being required to make any such return, may at the expense and direction of the
Company cause to be published once in an Authorized Newspaper in each Place of
Payment of or mail to each such Holder notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such publication or mailing, any unclaimed money then remaining
wilt be returned to the Company. After return to the Company, Holders entitled
to the money must look to the Company for payment as general creditors unless an
applicable abandoned property law designates another person.

Section 8.3 OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE. Unless
otherwise specified as contemplated by Section 2.3(a) with respect to Securities
of a particular series, the Company, may at its option, by Board Resolution, at
any time, with respect to any series of Securities, elect to have either Section
8.4 or Section 8.5 be applied to all of the outstanding Securities of any series
(the "Defeased Securities"), upon compliance with the conditions set forth below
in Article VIII.

Section 8.4 DEFEASANCE AND DISCHARGE. Upon the Company's exercise under
Section 8.3 of the option applicable to this Section 8.2, the Company shall be
deemed to have been discharged from its obligations with respect to the Defeased
Securities on the date the conditions set forth below are satisfied (hereinafter
"defeasance"). For this purpose, such

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defeasance means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by the defeased Securities, which shall
thereafter be deemed to be "outstanding" only for the purposes of Sections 2.4,
2.5,2.6, 2.9, 2.11, 2.12, 4.1, 4.5, 6.6, 6.7, 7.7, 7.8 and 8.2 of this Indenture
and to have satisfied all its other obligations under such series of Securities
and this Indenture insofar as such series of Securities are concerned (and the
Trustee, at the expense of the Company, and, upon written request, shall execute
proper instruments acknowledging the same). Subject to compliance with this
Article VIII, the Company may exercise its option under this Section 8.4
notwithstanding the prior exercise of its option under Section 8.5 with respect
to a series of Securities.

Section 8.5 Covenant Defeasance. Upon the Company's exercise under
Section 8.3 of the option applicable this Section 8.5, the Company shall be
released from its obligations under Sections 4.2 and 4.3 and Article V and such
other provisions as may be provided as contemplated by Section 2.3(a) with
respect to Securities of a particular series and with respect to the Defeased
Securities on and after the date the conditions set forth below are satisfied
(hereinafter "covenant defeasance"), and the Defeased Securities shall
thereafter be deemed to be not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences if any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder. For this purpose, such covenant
defeasance means that, with respect to the Defeased Securities, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such Section or Article, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
Section or Article or by reason of any reference in any such Section or Article
to any other provisions herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.1
but, except as specified above, the remainder of this Indenture and such
Defeased Securities shall be unaffected thereby.

Section 8.6 CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.
The following shall be the conditions to application of either Section 8.4
or Section 8.5 to a series of outstanding Securities.

(a) The Company shall have irrevocably deposited with the Trustee, in
trust, (i) sufficient funds in the currency or currency unit in which the
Securities of such series are denominated to pay the Principal of and interest
to Stated Maturity (or redemption) on, the Debt Securities of such series, or
(ii) such amount of direct obligations of, or obligations the principal of and
interest on which are fully guaranteed by, the government which issued the
currency in which the Securities of such series are denominated, and which are
not subject to prepayment, redemption or call, as will, together with the
predetermined and certain income to accrue thereon without consideration of any
reinvestment thereof, be

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sufficient to pay when due the Principal of, and interest to Stated Maturity (or
redemption) on, the Debt Securities of such series.

(b) The Company shall (i) have delivered an opinion of counsel that the
Company has met all of the conditions precedent to such defeasance and that the
Holders of the Securities of such series will not recognize income, gain or loss
for United States Federal income tax purposes as a result of such defeasance,
and will be subject to tax in the same manner as if no defeasance and discharge
or covenant defeasance, as the case may be, had occurred or (ii) in the case of
an election under Section 8.4 the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that (A) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling or (B) since
the date this Indenture was first executed, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel in the United States shall confirm that, the
holders of Outstanding Securities of that particular series will not recognize
income, gain or loss for federal income tax purposes as a result of such
defeasance.

ARTICLE IX

SUPPLEMENTAL INDENTURES

Section 9.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. Without
the consent of any Holders of Securities or coupons, the Company and the
Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:

(1) to evidence the succession of another corporation to the Company
and the assumption by any such successor of the covenants of the Company
herein and in the Securities; or

(2) to add to the covenants, agreements and obligations of the
Company for the benefit of the Holders of all of the Securities or any
series thereof, or to surrender any right or power herein conferred upon
the Company; or

(3) to add to or change any of the provisions of this Indenture to
provide that Bearer Securities may be registrable as to Principal, to
change or eliminate any restrictions (including restrictions relating to
payment in the United States) on the payment of Principal of or any premium
or interest on Bearer Securities, to permit Bearer Securities to be issued
in exchange for Registered Securities, to permit Bearer Securities to be
issued in exchange for Bearer Securities of other authorized denominations
or to permit the issuance of Securities in uncertificated form; or

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(4) to establish the form or terms of Securities of any series and
any related coupons as permitted by Sections 2.1 and 2.3(a), respectively;
or

(5) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or
more series and to add to or change any of the provisions of this Indenture
as shall be necessary to provide for or facilitate the administration of
the trusts hereunder by more than one Trustee, pursuant to the requirements
of Section 7.8; or

(6) to cure any ambiguity, defect or inconsistency; or

(7) to add to, change or eliminate any of the provisions of this
Indenture (which addition, change or elimination may apply to one or more
series of Securities), PROVIDED that any such addition, change or
elimination shall neither (A) apply to any Security of any series created
prior to the execution of such supplemental indenture and entitled to the
benefit of such provision nor (B) modify the rights of the Holder of any
such Security with respect to such provision; or

(8) to secure the Securities; or

(9) to make any other change that does not adversely affect the
rights of any Securityholder.

Section 9.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With the
written consent of the Holders of at least a majority in aggregate Principal
Amount of the Outstanding Securities of each series affected by such
supplemental indenture, the Company and the Trustee may amend this Indenture or
the Securities of any series or may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of the Securities of such
series and any related coupons under this Indenture; PROVIDED, HOWEVER, that no
such amendment or supplemental indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby:

(1) change the Stated Maturity of the Principal of, or any
installment of Principal or interest on, any such Security, or reduce the
Principal Amount thereof or the rate of interest thereon or any premium
payable upon redemption thereof or reduce the amount of Principal of any
such Discount Security that would be due and payable upon a declaration of
acceleration of maturity thereof pursuant to Section 6.2, or change the
Place of Payment, or change the coin or currency in which, any Principal
of, or any installment of interest on, any such Security is payable, or
impair the right to institute suit for the enforcement of any such payment
on or after the Stated Maturity thereof (or, in the case of redemption, on
or after the Redemption Date);

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(2) reduce the percentage in Principal Amount of the Outstanding
Securities of any series, the consent of whose Holders is required for any
such amendment or supplemental indenture, or the consent of whose Holders
is required for any waiver (of compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences) with
respect to the Securities of such series provided for in this Indenture;

(3) make any changes in the terms of the Subordination of the
Securities in a manner adverse to the Holders of any series of outstanding
Securities; or

(4) modify any of the provisions of this Section, Section 6.4 or 6.7,
except to increase the percentage of Outstanding Securities of such series
required for such actions to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of
each Outstanding Security affected thereby.

A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

It shall not be necessary for the consent of the Holders under this Section
9.2 to approve the particular form of any proposed amendment or supplemental
indenture, but it shall be sufficient if such consent approves the substance
thereof.

After an amendment or supplemental indenture under this Section 9.2 becomes
effective, the Company shall mail to each Holder of the particular Securities
affected thereby a notice briefly describing the amendment.

Section 9.3 COMPLIANCE WITH TRUST INDENTURE ACT. Every supplemental
indenture executed pursuant to this Article shall comply with the TIA as then in
effect.

Section 9.4 REVOCATION AND EFFECT OF CONSENTS, WAIVERS AND ACTIONS. Until
an amendment or waiver with respect to a series of Securities becomes effective,
a consent to it or any other action by a Holder of a Security of that series
hereunder is a continuing consent by the Holder and every subsequent Holder of
that Security or portion of that Security that evidences the same obligation as
the consenting Holder's Security, even if notation of the consent, waiver or
action is not made on the Security. However, any such Holder or subsequent
Holder may revoke the consent, waiver or action as to such Holder's Security or
portion of the Security if the Trustee receives the notice in writing of
revocation before the Company or an agent of the Company certifies to the
Trustee that the consent of the

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requisite aggregate Principal Amount of the Securities of that series has been
obtained. After an amendment, waiver or action becomes effective, it shall bind
every Holder of Securities of that series.

The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders entitled to consent to any amendment or
waiver with respect to a series of Securities. If a record date is fixed, then
notwithstanding the first two sentences of the immediately preceding paragraph,
those persons who were Holders of Securities of that series at such record date
(or their duly designated proxies), and only those persons, shall be entitled to
revoke any consent previously given, whether or not such persons continue to be
Holders after such record date. No such consent shall be valid or effective for
more than 90 days after such record date.

Section 9.5 NOTATION ON OR EXCHANGE OF SECURITIES. Securities of any
series authenticated and delivered after the execution of any supplemental
indenture with respect to such series pursuant to this Article may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities of such series so modified as to conform, in the
opinion of the Trustee and the Board of Directors, to any such supplemental
indenture may be prepared and executed by the Company and authenticated and
delivered by the Trustee in exchange for outstanding Securities of that series.

Section 9.6 TRUSTEE TO SIGN SUPPLEMENTAL INDENTURES. The Trustee shall
sign any amendment or supplemental indenture authorized pursuant to this
Article 9 if such amendment or supplemental indenture does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. If it
does, the Trustee may, but need not, sign it. In signing such amendment, the
Trustee shall be entitled to receive, and (subject to the provisions of
Section 7.1) shall be fully protected in relying upon, an Officers'
Certificate and an Opinion of Counsel stating that such amendment is
authorized or permitted by this Indenture.

Section 9.7 EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby, except
to the extent otherwise set forth thereon.

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ARTICLE X

SINKING FUNDS

Section 10.1 APPLICABILITY OF ARTICLE. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of a
series, except as otherwise specified as contemplated by Section 2.3(a) for
Securities of such series.

The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "MANDATORY SINKING FUND
PAYMENT," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "OPTIONAL SINKING
FUND PAYMENT." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 10.2. Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of the Securities of
such series.

Section 10.2 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES. The
Company (1) may deliver Outstanding Securities of a series with the same issue
date, interest rate and Stated Maturity (other than any previously called for
redemption), together in the case of any Bearer Securities of such series with
the same issue date, interest rate and Stated Maturity with all unmatured
coupons appertaining thereto, and (2) may apply as a credit Securities of a
series with the same issue date, interest rate and Stated Maturity which have
been redeemed either at the election of the Company pursuant to the terms of
such Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, in each case in satisfaction
of all or any part of any mandatory sinking fund payment with respect to the
Securities of such series with the same issue date, interest rate and Stated
Maturity; PROVIDED that such Securities have not been previously so credited.
Such Securities shall be received and credited for such purpose by the Trustee
at the Redemption Price specified in such Securities for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

Section 10.3 REDEMPTION OF SECURITIES FOR SINKING FUND. Not less than 60
days (or such shorter period as shall be acceptable to the Trustee) prior to
each sinking fund payment date for any series of Securities, the Company will
deliver to the Trustee an Officers' Certificate specifying the amount of the
next ensuing sinking fund payment for that series pursuant to the terms of that
series, the portion thereof, if any, which is to be satisfied by payment of cash
and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities of that series pursuant to Section 10.2 and will also
deliver to the Trustee any Securities to be so delivered. Not less than 30 days
before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 3.2 and cause notice of

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the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 3.3. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 3.4 and 3.6.

ARTICLE XI

ACTIONS OF HOLDERS OF SECURITIES

Section 11.1 PURPOSES FOR WHICH MEETINGS MAY BE CALLED. A meeting of
Holders of Securities of any series may be called at any time and from time to
time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.

Section 11.2 CALL, NOTICE AND PLACE OF MEETINGS. (a) The Trustee may at
any time call a meeting of Holders of Securities of any series for any purpose
specified in Section 11.1, to be held at such time and at such place in the
Borough of Manhattan, The City of New York or, for a series of Securities issued
as Bearer Securities, in London as the Trustee shall determine or, with the
approval of the Company, at any other place. Notice of every meeting of Holders
of Securities of any series, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting,
shall be given, in the manner provided in Section 13.2, not less than 21 nor
more than 180 days prior to the date fixed for the meeting.

(b) In case at any time the Company or the Holders of at least 10% in
Principal Amount of the Outstanding Securities of any series shall have
requested the Trustee to call a meeting of the Holders of Securities of such
series for any purpose specified in Section 11.1, by written request setting
forth in reasonable detail the action proposed to be taken at the meeting, and
the Trustee shall not have made the first publication of the notice of such
meeting within 21 days after receipt of such request or shall not thereafter
proceed to cause the meeting to be held as provided herein, then the Company or
the Holders of Securities of such series in the amount above specified, as the
case may be, may determine the time and the place in the Borough of Manhattan,
The City of New York, or for a series of Securities issued as Bearer Securities,
in London, or in such other place as shall be determined and approved by the
Company, for such meeting and may call such meeting for such purposes by giving
notice thereof as provided in subsection (a) of this Section 11.2.

Section 11.3 PERSONS ENTITLED TO VOTE AT MEETINGS. To be entitled to vote
at any meeting of Holders of Securities of any series, a person shall be (1) a
Holder of one or more Outstanding Securities of such series, or (2) a person
appointed by an instrument in writing as proxy for a Holder or Holders of one or
more Outstanding Securities of such

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series by such Holder or Holders. The only persons who shall be entitled to be
present or to speak at any meeting of Holders of Securities of any series shall
be the persons entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

Section 11.4 QUORUM; ACTION. The persons entitled to vote a majority in
Principal Amount of the Outstanding Securities of a series shall constitute a
quorum for a meeting of Holders of Securities of such series. In the absence of
a quorum within 30 minutes of the time appointed for any such meeting, the
meeting shall, if convened at the request of Holders of Securities of such
series, be dissolved. In any other case, the meeting may be adjourned for a
period determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period determined by the
chairman of the meeting prior to the adjournment of such adjourned meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided in
Section 11.2(a), except that such notice need be given only once not less than
five days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of an adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the Outstanding
Securities of such series which shall constitute a quorum.

Except as limited by the proviso to Section 9.2, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted by the affirmative vote of the Holders of a majority
in Principal Amount of the Outstanding Securities of that series; PROVIDED,
HOWEVER, that, except as limited by the proviso to Section 9.2, any resolution
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action which this Indenture expressly provides may be made,
given or taken by the Holders of a specified percentage, which is less than a
majority, in Principal Amount of the Outstanding Securities of a series may be
adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in Principal Amount of the Outstanding Securities of that
series.

Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the related coupons,
whether or not present or represented at the meeting.

Section 11.5 DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
MEETINGS. (a) Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities of a series in regard to proof of the holding
of Securities of such series and of the appointment of proxies and in regard to
the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,

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and such other matters concerning the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such regulations,
the holding of Securities shall be proved in the manner specified in Section
11.7 and the appointment of any proxy shall be proved in the manner specified in
Section 11.7 or by having the signature of the person executing the proxy
witnessed or guaranteed by any trust company, bank or banker authorized by
Section 11.7 to certify to the holding of Bearer Securities. Such regulations
may provide that written instruments appointing proxies, regular on their face,
may be presumed valid and genuine without the proof specified in Section 11.7 or
other proof.

(b) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 11.2 (b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the persons entitled to vote a majority in Principal Amount of the
Outstanding Securities of such series represented at the meeting.

(c) At any meeting each Holder of a Security of such series or proxy shall
be entitled to vote with respect to the Outstanding Securities of such series
held or represented by him; PROVIDED, HOWEVER, that no vote shall be cast or
counted at any meeting in respect to any Security challenged as not Outstanding
and ruled by the chairman of the meeting to be not Outstanding. The chairman of
the meeting shall have no right to vote, except as a Holder of a Security of
such series or proxy.

(d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 11.2 at which a quorum is present may be adjourned from time
to time by persons entitled to vote a majority in Principal Amount of the
Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

Section 11.6 COUNTING VOTES AND RECORDING ACTION OF MEETINGS. The vote
upon any resolution submitted to any meeting of Holders of Securities of any
series shall be by written ballots on which shall be subscribed signatures of
the Holders of Securities of such series or of their representatives by proxy
and the Principal Amounts and serial numbers of the Outstanding Securities of
such series held or represented by them. The permanent chairman of the meeting
shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record, at least in duplicate, of the proceedings
of each meeting of Holders of Securities of any series shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a

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copy of the notice of the meeting and showing that said notice was given as
provided in Section 11.2 and, if applicable, Section 11.4. Each copy shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one such copy shall be delivered to the Company, and another to
the Trustee to be preserved by the Trustee, the latter to have attached thereto
the ballots voted at the meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.

Section 11.7 ACTIONS OF HOLDERS GENERALLY. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such Holders
in person or by an agent duly appointed in writing. If Securities of a series
are issuable as Bearer Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders of such series may, alternatively, be embodied in
and evidenced by the record of Holders of Securities of such series voting in
favor thereof, either in person or by proxies duly appointed in writing, at any
meeting of Holders of Securities of such series duly called and held in
accordance with the provisions of this Article, or a combination of such
instruments and any such record. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or record
or both are delivered to the Trustee and, where it is hereby expressly required,
to the Company. Proof of execution of any such instrument or of a writing
appointing any such agent, or of the holding by any person of a Security, shall
be sufficient for any purpose of this Indenture and (subject to Section 7.1)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section. The record of any meeting of Holders of Securities
shall be proved in the manner provided in Section 11.6.

(b) The fact and date of the execution by any person of any such
instrument or writing, or the authority of the persons executing the same, may
be proved in any reasonable manner which the Trustee deems sufficient.

(c) The Principal Amount and serial numbers of Registered Securities held
by the person, and the date of holding the same, shall be proved by the books of
the Registrar.

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continues until (1) another certificate or affidavit bearing a later date issued
in respect of the same Bearer Security is produced, or (2) such Bearer Security
is produced to the Trustee by some other person, or (3) such Bearer Security is
surrendered in exchange for a Registered Security, or (4) such Bearer Security
is no longer Outstanding. The Principal Amount and serial numbers of Bearer
Securities held by any person, and the date of holding the same, may also be
proved in any other manner which the Trustee deems sufficient.

(e) Any request, demand, authorization, direction, notice, consent, waiver
or other act of the Holder of any Security in accordance with this Section shall
bind every future Holder of the same Security and the Holder of every Security
issued upon the registration of transfer thereof or in exchange therefor or in
lieu thereof in respect of anything done, omitted or suffered to be done by the
Trustee or the Company in reliance thereon, whether or not notation of such
action is made upon such Security.

(f) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other act in accordance
with this Section, the Company may, at its option, by or pursuant to an
Officers' Certificate delivered to the Trustee, fix in advance a record date for
the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or such other act, but the
Company shall have no obligation to do so. If such a record date is fixed, such
request, demand, authorization, direction, notice, consent, waiver or other act
may be given before or after such record date, but only the Holders of record at
the close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite percentage of
Outstanding Securities or Outstanding Securities of a series, as the case may
be, have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other act, and for that
purpose the Outstanding Securities or Outstanding Securities of the series, as
the case may be, shall be computed as of such record date; PROVIDED, that no
such authorization, agreement or consent by the Holders on the record date shall
be deemed effective unless such request, demand, authorization, direction,
notice, consent, waiver or other act shall become effective pursuant to the
provisions of clause (a) of this Section 11.7 not later than six months after
the record date.

ARTICLE XII

SUBORDINATION

Section 12.1 SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS. Unless
otherwise specified as contemplated by Section 2.3(a), the Securities shall be
subordinated to Senior Indebtedness as set forth in this Article XII. The
Company covenants and agrees, and each Holder of a Security of any series by
such Holder's acceptance thereof likewise covenants and agrees, that, to the
extent and in the manner hereinafter set forth in this Article XII,

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the indebtedness represented by the Securities and the payment of the Principal
Amount, interest and such other amounts as provided for in Section 2.3(a), if
any, in respect of each and all of the Securities are hereby expressly made
subordinate and subject in right of payment to the prior payment in full of all
Senior Indebtedness.

"SENIOR INDEBTEDNESS" means the principal of (and premium, if any) and
interest on (including interest accruing after the filing of a petition
initiating any proceeding pursuant to any Bankruptcy Law, but only to the extent
allowed or permitted to the holder of such Debt of the Company against the
bankruptcy or any other insolvency estate of the Company in such proceeding) and
other amounts due on or in connection with any Debt of the Company incurred,
assumed or guaranteed by the Company, whether outstanding on the date of the
Indenture or thereafter incurred, assumed or guaranteed and all renewals,
extensions and refundings of any such Debt of the Company; provided, however,
that the following will not constitute Senior Indebtedness:

(b) any Debt of the Company which by its terms states that such Debt of
the Company shall not be senior in right of payment to the Securities;

(d) any Debt of the Company to any Affiliate of the Company or Subsidiary
of the Company; and

Section 12.2 PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC. Upon any
distribution of assets of the Company in the event of:

(a) any insolvency or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding in connection
therewith, relative to the Company or to its creditors, as such, or to its
assets, or

(b) any liquidation, dissolution or other winding up of the Company,
whether voluntary or involuntary and whether or not involving insolvency or
bankruptcy, or

then and in such event

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(1) the holders of Senior Indebtedness shall be entitled to receive
payment in full of all amounts due or to become due on or in respect of all
Senior Indebtedness, or provision shall be made for such payment in cash,
before the Holders of the Securities are entitled to receive any payment on
account of the Principal Amount, interest or such other amounts as may be
provided for in Section 2.3(a), if any, in respect of the Securities; and

(2) any payment or distribution of assets of the Company of any kind
or character, whether in cash, property or securities, by set-off or
otherwise, to which the Holders or the Trustee would be entitled but for
the provisions of this Article XII, including any such payment or
distribution which may be payable or deliverable by reason of the payment
of any other Debt of the Company being subordinated to the payment of the
Securities, shall be paid by the liquidating trustee or agent or other
person making such payment or distribution, whether a trustee in
bankruptcy, a receiver or liquidating trustee or otherwise, directly to the
holders of Senior Indebtedness or their representative or representatives
or to the trustee or trustees under any indenture under which any
instruments evidencing any of such Senior Indebtedness may have been
issued, ratably according to the aggregate amounts remaining unpaid on
account of the principal of, and premium, if any, and interest on the
Senior Indebtedness held or represented by each, to the extent necessary to
make payment in full of all Senior Indebtedness remaining unpaid, after
giving effect to any concurrent payment or distribution to the holders of
such Senior Indebtedness.

In the event that, notwithstanding the foregoing provisions of this Section
12.2, the Trustee or the Holder of any Security shall receive any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, including any such payment or distribution which may be
payable or deliverable by reason of the payment of any other Debt of the Company
being subordinated to the payment of the Securities, before all Senior
Indebtedness is paid in full or payment thereof provided for, and if such fact
shall then have been made known to the Trustee as provided in Section 12.10, or,
as the case may be, such Holder, then and in such event such payment or
distribution shall be paid over or delivered forthwith to the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other
person making payment or distribution of assets of the Company for application
to the payment of all Senior Indebtedness remaining unpaid, to the extent
necessary to pay all Senior Indebtedness in full, after giving effect to any
concurrent payment or distribution to or for the holders of Senior Indebtedness.

For purposes of this Article XII only, the words "CASH, PROPERTY OR
SECURITIES," or any combination thereof, shall not be deemed to include shares
of Capital Stock of the Company as reorganized or readjusted, or securities of
the Company or any other corporation provided for by a plan of reorganization or
readjustment the payment of which is subordinated, at least to the extent
provided in this Article XII with respect to the

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Securities, to the payment of all Senior Indebtedness which may at the time be
outstanding; PROVIDED, HOWEVER, that (i) Senior Indebtedness is assumed by the
new corporation, if any, resulting from any such reorganization or readjustment,
and (ii) the rights of the holders of the Senior Indebtedness are not, without
the consent of such holders, altered, in any manner adverse to such holders, by
such reorganization or readjustment.

The consolidation of the Company with, or the merger of the Company into,
another corporation or the liquidation or dissolution of the Company following
the conveyance or transfer of all or substantially all of its assets to another
person upon the terms and conditions set forth in Article V shall not be deemed
a dissolution, winding up, liquidation, reorganization, assignment for the
benefit of creditors or marshalling of assets and liabilities of the Company for
the purposes of this Section 12.2 if the corporation formed by such
consolidation or into which the Company is merged or the person which acquires
by conveyance or transfer all or substantially all of the assets of the Company,
as the case may be, shall, as a part of such consolidation, merger, conveyance
or transfer, comply with the conditions set forth in Article V.

Section 12.3 ACCELERATION OF SECURITIES. In the event that any Securities
are declared due and payable before their Stated Maturity pursuant to Section
6.2, then and in such event the Company shall promptly notify holders of Senior
Indebtedness of such acceleration. The Company may not pay the Securities until
120 days have passed after such acceleration occurs and may thereafter pay the
Securities if this Article XIII permits the payment at that time.

In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the Holder of any Securities prohibited by the
foregoing provisions of this Section 12.3, and if such facts then shall have
been known or thereafter shall have been made known to the Trustee (as provided
in Section 12.10) or to such Holder, as the case may be, pursuant to the terms
of this Indenture, then and in such event such payment shall be paid over and
delivered forthwith to the Company by or on behalf of the person holding such
payment for the benefit of the holders of Senior Indebtedness.

The provisions of this Section 12.3 shall not apply to any payment with
respect to which Section 12.2 would be applicable.

Section 12.4 DEFAULT IN SENIOR INDEBTEDNESS. The Company may not make any
payment of the Principal Amount, interest or other such amounts as may be
provided for in Section 2.3(a), if any, in respect of the Securities and may not
acquire any Securities for cash or property (other than for Capital Stock of the
Company) if:

(1) a default on Senior Indebtedness occurs and is continuing that
permits holders of such Senior Indebtedness to accelerate its maturity; and

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(2) the default is the subject of judicial proceedings or the Company
receives a notice of default thereof from any person who may give such
notice pursuant to the instrument evidencing or document governing such
Senior Indebtedness. If the Company receives any such notice, then a
similar notice received within nine months thereafter relating to the same
default on the same issue of Senior Indebtedness shall not be effective for
purposes of this Section 12.4.

The Company may resume payments on the Securities and may acquire
Securities if and when:

(A) the default is cured or waived; or

(B) 120 or more days pass after the receipt by the Company of the
notice described in clause (2) above and the default is not then the
subject of judicial proceedings; and

this Article XII otherwise permits the payment or acquisition at that time.

In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section 12.4, and if such fact then shall have been
known or thereafter shall have been made known to the Trustee as provided in
Section 12.10 or such Holder, as the case may be, pursuant to the terms of this
Indenture, then and in such event such payment shall be paid over and delivered
forthwith to the Company by or on behalf of the person holding such payment for
the benefit of the holders of the Senior Indebtedness.

The provisions of this Section 12.4 shall not apply to any payment with
respect to which Section 12.2 would be applicable.

Section 12.5 PAYMENT PERMITTED IF NO DEFAULT. Nothing contained in this
Article XII or elsewhere in this Indenture or in any of the Securities shall
prevent (a) the Company, at any time except during the pendency of any case,
proceeding, dissolution, liquidation or other winding up, assignment for the
benefit of creditors or other marshalling of assets and liabilities of the
Company referred to in Section 12.2 or under the conditions described in Section
12.3 or 12.4, from making payments at any time of the Principal Amount, interest
or such other amounts as may be provided for in Section 2.3(a), if any, as the
case may be, in respect of the Securities, or (b) the application by the Trustee
or the retention by any Holder of any money deposited with it hereunder to the
payment of or on account of the Principal Amount, interest or such other amounts
as may be provided for in Section 2.3(a), if any, as the case may be, in respect
of the Securities if the Trustee did not have, at the time provided in the
proviso to the first paragraph of Section 12.10, notice that such payment would
have been prohibited by the provisions of this Article XII.

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Section 12.6 SUBROGATION RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS.
Subject to the payment in full of all Senior Indebtedness, the Holders of the
Securities shall be subrogated to the extent of the payments or distributions
made to the holders of such Senior Indebtedness pursuant to the provisions of
this Article XII to the rights of the holders of such Senior Indebtedness to
receive payments or distributions of cash, property or securities applicable to
the Senior Indebtedness until the Principal Amount, interest or such other
amounts as provided for in Section 2.3(a), if any, as the case may be, in
respect of the Securities shall be paid in full. For purposes of such
subrogation, no payments or distributions to the holders of the Senior
Indebtedness of any cash, property or securities to which the Holders of the
Securities or the Trustee would be entitled except for the provisions of this
Article XII, and no payments pursuant to the provisions of this Article XII to
the Company or to the holders of Senior Indebtedness by Holders of the
Securities or the Trustee, shall, as between the Company, its creditors other
than holders of Senior Indebtedness and the Holders of the Securities, be deemed
to be a payment or distribution by the Company to or on account of the Senior
Indebtedness.

Section 12.7 PROVISION SOLELY TO DEFINE RELATIVE RIGHTS. The provisions
of this Article XII are and are intended solely for the purpose of defining the
relative rights of the Holders of the Securities, on one hand, and the holders
of Senior Indebtedness, on the other hand. Nothing contained in this Article XII
or elsewhere in this Indenture or in the Securities is intended to or shall:

(a) impair, as between the Company and the Holders of the Securities, the
obligation of the Company, which is absolute and unconditional, to pay to the
Holders of the Securities the Principal Amount, interest or such other amounts
as may be provided for in Section 2.3(a), if any, as the case may be, in respect
of the Securities as and when the same shall become due and payable in
accordance with the terms of the Securities and this Indenture and which,
subject to the rights under this Article XII of the holders of Senior
Indebtedness, is intended to rank equally with all other general obligations of
the Company; or

(b) affect the relative rights against the Company of the Holders of the
Securities and creditors of the Company other than holders of Senior
Indebtedness; or

(c) prevent the Trustee or the Holder of any Security from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article XII of the holders
of Senior Indebtedness to receive cash, property or securities otherwise payable
or deliverable to the Trustee or such Holder.

Section 12.8 TRUSTEE TO EFFECTUATE SUBORDINATION. Each Holder of a
Security by such Holder's acceptance thereof authorizes and directs the Trustee
on such Holder's behalf to take such action as may be necessary or appropriate
to effectuate the subordination

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provided in this Article XII and appoints the Trustee such Holder's
attorney-in-fact for any and all such purposes.

Section 12.9 NO WAIVER OF SUBORDINATION PROVISIONS. No right of any
present or future holder of any Senior Indebtedness to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company or by any act or failure to
act, in good faith, by any such holder, or by any noncompliance by the Company
with the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof any such holder may have or be otherwise charged with.

Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Indebtedness may, at any time and from time to time, without
the consent of, or notice to, the Trustee or the Holders of the Securities,
without incurring responsibility to the Holders of the Securities and without
impairing or releasing the subordination provided in this Article XII or the
obligations hereunder of the Holders of the Securities to the holders of Senior
Indebtedness, do any one or more of the following: (i) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, Senior
Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness
or any instrument evidencing the same or any agreement under which Senior
Indebtedness is outstanding; (ii) sell, exchange, release or otherwise dispose
of any property pledged, mortgaged or otherwise securing Senior Indebtedness;
(iii) release any person liable in any manner for the collection of Senior
Indebtedness and (iv) exercise or refrain from exercising any rights against the
Company or any other person.

Section 12.10 NOTICE TO TRUSTEE. The Company shall give prompt written
notice to the Trustee of any fact known to the Company which would prohibit the
making of any payment to or by the Trustee in respect of the Securities. Failure
to give such notice shall not affect the subordination of the Securities to
Senior Indebtedness. Notwithstanding the provisions of this Article XII or any
other provision of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts which would prohibit the making of any
payment to or by the Trustee in respect of the Securities, unless and until the
Trustee shall have received written notice thereof at the address specified in
Section 13.2 from the Company or a holder of Senior Indebtedness or from any
trustee or agent therefor; and, prior to the receipt of any such written notice,
the Trustee, subject to the provisions of Section 7.1, shall be entitled in all
respects to assume that no such facts exist; provided, however, that if a Trust
Officer of the Trustee shall not have received, at least three Business Days
prior to the date upon which by the terms hereof any such money may become
payable for any purpose (including, without limitation, the payment of the
Principal Amount, interest or such other amounts as may be provided for in
Section 2.3(a), if any, as the case may be, in respect of any Security), the
notice with respect to such money provided for in this Section 12.10, then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such

64
<PAGE>

money and to apply the same to the purpose for which such money was received and
shall not be affected by any notice to the contrary which may be received by it
within three Business Days prior to such date.

Subject to the provisions of Section 7.1, the Trustee shall be entitled
to conclusively rely on and be fully protected in acting or refraining from
acting in connection with the delivery to it of a written notice by a person
representing himself to be a holder of Senior Indebtedness (or a trustee or
agent on behalf of such holder) to establish that such notice has been given
by a holder of Senior Indebtedness (or a trustee or agent on behalf of any
such holder). In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any person as a
holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article XII, the Trustee may request such person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness held by such person, the extent to which such person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such person under this Article XII, and if such
evidence is not furnished, the Trustee may defer any payment which it may be
required to make for the benefit of such person pursuant to the terms of this
Indenture pending judicial determination as to the right of such person to
receive such payment.

Section 12.11 RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING
AGENT. Upon any payment or distribution of assets of the Company referred to
in this Article XII, the Trustee, subject to the provisions of Section 7.1,
and the Holders of the Securities shall be entitled to conclusively rely upon
and be fully protected in acting or refraining from acting in connection with
any order or decree entered by any court of competent jurisdiction in which
such insolvency, bankruptcy, receivership, liquidation, reorganization,
dissolution, winding up or similar case or proceeding is pending, or a
certificate of the trustee in bankruptcy, liquidating trustee, custodian,
receiver, assignee for the benefit of creditors, agent or other person making
such payment or distribution, delivered to the Trustee or to the Holders of
Securities, for the purpose of ascertaining the persons entitled to
participate in such payment or distribution, the holders of Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article XII.

Section 12.12 TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS.
The Trustee shall not be deemed to owe any fiduciary duty to the holders of
Senior Indebtedness and shall not be liable to any such holders if the Trustee
shall in good faith mistakenly pay over or distribute to Holders of Securities
or to the Company or to any other person cash, property or securities to which
any holders of Senior Indebtedness shall be entitled by virtue of this Article
XII or otherwise. The Trustee shall not be charged with knowledge of the
existence of Senior Indebtedness or of any facts that would prohibit any payment
hereunder unless a Trust Officer of the Trustee shall have received notice to
that effect at the address of the Trustee set forth in Section 13.2. With
respect to the holders of Senior Indebtedness, the Trustee undertakes to perform
or to observe only such of its covenants or obligations as are specifically set
forth in this Article XII and no implied

65
<PAGE>

covenants or obligations with respect to holders of Senior Indebtedness shall be
read into this Indenture against the Trustee.

Section 12.13 RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS;
PRESERVATION OF TRUSTEE'S RIGHTS. The Trustee in its individual capacity shall
be entitled to all the rights set forth in this Article XII with respect to any
Senior Indebtedness which may at any time be held by it, to the same extent as
any other holder of Senior Indebtedness, and nothing in this Indenture shall
deprive the Trustee of any of its rights as such holder.

Nothing in this Article XII shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 7.7.

Section 12.14 ARTICLE XII APPLICABLE TO PAYING AGENTS. The term "Trustee"
as used in this Article XII shall (unless the context otherwise requires) be
construed as extending to and including the Paying Agent within its meaning as
fully for all intents and purposes as if the Paying Agent were named in this
Article XII in addition to or in place of the Trustee; provided, however, that
Sections 12.10 and 12.12 shall not apply to the Company or any Affiliate of the
Company if it or such Affiliate acts as Paying Agent.

ARTICLE XIII

MISCELLANEOUS

Section 13.1 TRUST INDENTURE ACT CONTROLS. If any provision of this
Indenture limits, qualifies or conflicts with another provision hereof which is
required to be included in this Indenture by the TIA, the required provision
shall control.

66
<PAGE>

Section 13.2 NOTICES. Any notice or communication shall be in writing and
delivered in person or mailed by first-class mail, postage prepaid; provided,
that any notice or communication by and among the Trustee and the Company may be
made by telecopy or other commercially accepted electronic means and shall be
effective upon receipt thereof and shall be confirmed in writing, mailed by
first-class mail, postage prepaid, and addressed as follows:

if to the Company:

The Walt Disney Company
500 South Buena Vista Street
Burbank, CA 91521

Attention: Legal Department

if to the Trustee, at its Corporate Trust Office:

The Company or the Trustee by notice to the other may designate additional
or different addresses for subsequent notices or communications.

Any notice or communication given to a Holder of Registered Securities
shall be mailed to such Securityholder at the Securityholder's address as it
appears on the registration books of the Registrar and shall be sufficiently
given if so mailed within the time prescribed. Notice shall be sufficiently
given to Holders of Bearer Securities if published in an Authorized Newspaper in
The City of New York and in such other city or cities as may be specified in
such Securities on a Business Day at least twice, the first such publication to
be not earlier than the earliest date, and not later than the latest date,
prescribed for the giving of such notice.

Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

67
<PAGE>

Failure to mail a notice or communication to a Securityholder or any defect
in it shall not affect its sufficiency with respect to other Holders of
Securities of the same series. If a notice or communication is mailed in the
manner provided above, it is duly given, whether or not received by the
addressee.

If the Company mails a notice or communication to the Holders of Securities
of a particular series, it shall mail a copy to the Trustee and each Registrar,
co-registrar or Paying Agent, as the case may be, with respect to such series.

In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give notice to Holders of
Registered Securities by mail, then such notification as shall be made with the
acceptance of the Trustee shall constitute a sufficient notification for every
purpose hereunder. In any case where notice to Holders of Registered Securities
is given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder of a Registered Security shall affect
the sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein.

In case by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither the failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect in
any notice so published, shall affect the sufficiency of any notice to Holders
of Registered Securities given as provided herein.

Any request, demand, authorization, direction, notice, consent or waiver
required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country
of publication

Section 13.3 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS. Securityholders
may communicate pursuant to TIA Section 312(b) with other Securityholders with
respect to their rights under this Indenture or the Securities. The Company and
the Trustee, the Registrar or the Paying Agent with respect to a particular
series of Securities, and anyone else, shall have the protection of TIA Section
312(c).

Section 13.4 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT. Upon any
request or application by the Company to the Trustee to take any action under
this Indenture, the Company shall furnish to the Trustee:

68
<PAGE>

(1) an Officers' Certificate stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; and

(2) an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.

Section 13.5 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION. Each
Officers' Certificate or Opinion of Counsel with respect to compliance with a
covenant or condition provided for in this Indenture shall include:

(1) statement that each person making such Officers' Certificate or
Opinion of Counsel has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
Officers' Certificate or Opinion of Counsel are based;

(3) a statement that, in the opinion of each such person, he has made
such examination or investigation as is necessary to enable such person to
express an informed opinion as to whether or not such covenant or condition
has been complied with; and

(4) a statement that, in the opinion of such person, such covenant or
condition has been complied with.

Section 13.6 SEPARABILITY CLAUSE. In case any provision in this Indenture
or in the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

Section 13.7 RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR. With respect
to the Securities of a particular series, the Trustee with respect to such
series of Securities may make reasonable rules for action by or a meeting of
Holders of such series of Securities. With respect to the Securities of a
particular series, the Registrar and the Paying Agent with respect to such
series of Securities may make reasonable rules for their functions.

Section 13.8 LEGAL HOLIDAYS. A "LEGAL HOLIDAY" is any day other than a
Business Day. If any specified date (including an Interest Payment Date,
Redemption Date or Stated Maturity of any Security, or a date for giving notice)
is a Legal Holiday at any Place of Payment or place for giving notice, then
(notwithstanding any other provision of this Indenture or of the Securities or
coupons other than a provision in the Securities of any series which
specifically states that such provision shall apply in lieu of this Section)
payment of interest or Principal need not be made at such Place of Payment, or
such other

69
<PAGE>

action need not be taken, on such date, but the action shall be taken on the
next succeeding day that is not a Legal Holiday at such Place of Payment with
the same force and effect as if made on the Interest Payment Date or Redemption
Date, or at the Stated Maturity or such other date and to the extent applicable
no Original Issue Discount or interest, if any, shall accrue for the intervening
period.

Section 13.9 GOVERNING LAW AND JURISDICTION. THIS INDENTURE AND THE
SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, INCLUDING WITHOUT LIMITATION Sections 5-1401, 5-1402 AND
NYCPLR 327(b), THE COMPANY, THE TRUSTEE, AND EACH HOLDER OF A SECURITY (BY
ACCEPTANCE THEREOF) THEREBY, (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE
FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE
CITY OF NEW YORK IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING RELATED TO
THIS INDENTURE, (II) IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF PERSONAL
JURISDICTION IN SUCH SUITS AND (III) IRREVOCABLY WAIVES TO THE FULLEST EXTENT IT
MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING BROUGHT
IN THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK AND THAT SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM.

Section 13.10 NO RECOURSE AGAINST OTHERS. A director, officer, employee
or stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Holder of such Security shall waive and
release all such liability. The waiver and release shall be part of the
consideration for the issue of the Securities.

Section 13.11 SUCCESSORS. All agreements of the Company in this Indenture
and the Securities shall bind its successor. All agreements of the Trustee in
this Indenture shall bind its successor.

Section 13.12 EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

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<PAGE>

Section 13.13 BENEFITS OF INDENTURE. Nothing in this Indenture or in the
Securities, express or implied, shall give to any person, other than the parties
hereto and their successors hereunder and the Holders of Securities, any
benefits or any legal or equitable right, remedy or claim under this Indenture.

Section 13.14 MULTIPLE ORIGINALS. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement. One signed copy is enough to prove
this Indenture.

71
<PAGE>

THE WALT DISNEY COMPANY

By:
-----------------------------------
Name:
Title:

Attest:

- ----------------------------
Name:
Title:

CHASE MANHATTAN BANK AND TRUST COMPANY,
NATIONAL ASSOCIATIONS
as Trustee

By:
-----------------------------------
Name:
Title:

Attest:

- ----------------------------
Name:
Title:

72
<PAGE>

EXHIBIT A

CERTIFICATE

This is to certify that, based on certificates we have received from our
member organizations substantially in the form set out in the Indenture
relating to the above-captioned Securities, as of the date hereof, U.S.$
______________ principal amount of the above-captioned Securities acquired
from The Walt Disney Company (i) is owned by persons that are not United
States persons (as defined below), (ii) is owned by United States persons
that are (a) foreign branches of United States financial institutions (as
defined in United States Treasury Regulations Section 1.165-12(c)(1)(iv)
("financial institutions")) purchasing for their own account or for resale or
(b) United States persons who acquired the Securities through foreign
branches of United States financial institutions and who hold the Securities
through such financial institutions on the date hereof (and in the case of
either clause (a) or (b), each financial institution has agreed for the
benefit of The Walt Disney Company to comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986,
as amended, and the regulations thereunder) or (iii) is owned by financial
institutions for purposes of resale during the restricted period (as defined
in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)).
Financial institutions described in clause (iii) of the preceding sentence
(whether or not also described in clause (i) or (ii)) have certified that
they have not acquired the Securities for purposes of resale directly or
indirectly to United States persons or to persons within the United States or
its possessions.

As used in this Certificate, "United States persons" means citizens or
residents of the United States, corporations, partnerships or other entities
created or organized in or under the laws of the United States or any political
subdivision thereof, estates the income of which is subject to
United States Federal income taxation regardless of the source, or a trust
whose administration is subject to the primary supervision of a United States
court and which has one or more United States persons who have the authority
to control all substantial decisions of the trust; "United States"
means the United States of America (including the States and the District of
Columbia), its territories, its possessions and other areas subject to its
jurisdiction; and its "possessions" include Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

We further certify that (i) we are not making available herewith for
exchange any portion of the Temporary Global Bearer Security excepted in such
certificates and (ii) as of the date hereof, we have not received any
notification from any of our member organizations to the effect that the
statements made by such member organizations with respect to any portion of the
part submitted herewith for exchange are no longer true and cannot be relied
upon as of the date hereof.

A-1
<PAGE>

irrevocably authorize you to produce this certificate to any interested party in
such proceedings. We agree to retain each statement provided by a member
organization for a period of four calendar years following the year in which the
statement is received.

Dated: _____, 19__*
*To be dated no earlier
than the Exchange Date.

[MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, BRUSSELS OFFICE,
AS OPERATOR OF THE EUROCLEAR
CLEARANCE SYSTEM]

[CEDEL BANK SOCIETE ANONYME]

"
----------------------------------

A-2

<PAGE>

EXHIBIT 4.5

FORM OF SUBORDINATED DEBT SECURITIES INDENTURE

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

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

THE WALT DISNEY COMPANY

SUBORDINATED DEBT SECURITIES

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

INDENTURE

DATED AS OF _______

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

THE FIRST NATIONAL BANK OF CHICAGO,
AS TRUSTEE

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

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

<PAGE>

CROSS REFERENCE TABLE (1)

<TABLE>
<CAPTION>
TIA INDENTURE
SECTION SECTION
- ------- ---------
<S> <C>
310 (a)(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.8; 7.10
(a)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(a)(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a)(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a)(5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.8; 7.10
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A
311 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.11
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.11
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
312 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.7
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.3
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.3
313 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.6
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.6
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.6; 13.2
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.6
314 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.2; 13.2
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(c)(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.4
(c)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.4
(c)(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.5
(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.3
315 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.5; 13.2
315 (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.11
</TABLE>
- --------------
(1) Note: This Cross Reference Table shall not, for any purpose, be deemed to
be part of the Indenture.

2
<PAGE>

<TABLE>
<CAPTION>
TIA INDENTURE
SECTION SECTION
- ------- ---------
<S> <C>
317 (a)(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.8
(a)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.6
318 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.1
</TABLE>

3
<PAGE>

TABLE OF CONTENTS (2)

PAGE
----

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE
<TABLE>
<S> <C>
SECTION 1.1 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.2 OTHER DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 1.3 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT . . . . . . . 8
SECTION 1.4 RULES OF CONSTRUCTION . . . . . . . . . . . . . . . . . . . . . 8
</TABLE>

ARTICLE II

THE SECURITIES
<TABLE>
<S> <C>
SECTION 2.1 FORMS GENERALLY . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 2.2 SECURITIES IN GLOBAL FORM . . . . . . . . . . . . . . . . . . . 9
SECTION 2.3 TITLE, TERMS AND DENOMINATIONS. . . . . . . . . . . . . . . . . 12
SECTION 2.4 EXECUTION, AUTHENTICATION, DELIVERY AND DATING. . . . . . . . . 16
SECTION 2.5 REGISTRAR AND PAYING AGENT. . . . . . . . . . . . . . . . . . . 20
SECTION 2.6 PAYING AGENT TO HOLD MONEY AND SECURITIES IN TRUST. . . . . . . 20
SECTION 2.7 SECURITYHOLDER LISTS. . . . . . . . . . . . . . . . . . . . . . 21
SECTION 2.8 TRANSFER AND EXCHANGE . . . . . . . . . . . . . . . . . . . . . 21
SECTION 2.9 REPLACEMENT SECURITIES AND COUPONS. . . . . . . . . . . . . . . 26
SECTION 2.10 OUTSTANDING SECURITIES; DETERMINATIONS OF HOLDERS' ACTION. . . 27
SECTION 2.11 TEMPORARY SECURITIES . . . . . . . . . . . . . . . . . . . . . 28
SECTION 2.12 CANCELLATION . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 2.13 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED . . . . . . . . 31
SECTION 2.14 PERSONS DEEMED OWNERS. . . . . . . . . . . . . . . . . . . . . 33
SECTION 2.15 COMPUTATION OF INTEREST. . . . . . . . . . . . . . . . . . . . 33
</TABLE>
- -------------------
(2) Note: This Table of Contents shall not, for any reason, be deemed to be
part of the Indenture.

i
<PAGE>

ARTICLE III

REDEMPTION

<TABLE>
<S> <C>
SECTION 3.1 RIGHT TO REDEEM; NOTICES TO TRUSTEE . . . . . . . . . . . . . . 34
SECTION 3.2 SELECTION OF SECURITIES TO BE REDEEMED. . . . . . . . . . . . . 34
SECTION 3.3 NOTICE OF REDEMPTION. . . . . . . . . . . . . . . . . . . . . . 34
SECTION 3.4 EFFECT OF NOTICE OF REDEMPTION. . . . . . . . . . . . . . . . . 35
SECTION 3.5 DEPOSIT OF REDEMPTION PRICE . . . . . . . . . . . . . . . . . . 36
SECTION 3.6 SECURITIES REDEEMED IN PART . . . . . . . . . . . . . . . . . . 37
</TABLE>

ARTICLE IV

COVENANTS

<TABLE>
<S> <C>
SECTION 4.1 PAYMENT OF SECURITIES . . . . . . . . . . . . . . . . . . . . . 37
SECTION 4.2 SEC REPORTS . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 4.3 COMPLIANCE CERTIFICATE. . . . . . . . . . . . . . . . . . . . . 38
SECTION 4.4 FURTHER INSTRUMENTS AND ACTS. . . . . . . . . . . . . . . . . . 38
SECTION 4.5 MAINTENANCE OF OFFICE OR AGENCY . . . . . . . . . . . . . . . . 38
SECTION 4.6 ADDITIONAL AMOUNTS. . . . . . . . . . . . . . . . . . . . . . . 40
</TABLE>

ARTICLE V

SUCCESSOR CORPORATION

<TABLE>
<S> <C>
SECTION 5.1 WHEN COMPANY MAY MERGE OR TRANSFER ASSETS . . . . . . . . . . . 41
</TABLE>

ARTICLE VI

DEFAULTS AND REMEDIES

<TABLE>
<S> <C>
SECTION 6.1 EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 6.2 ACCELERATION. . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 6.3 OTHER REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 6.4 WAIVER OF PAST DEFAULTS . . . . . . . . . . . . . . . . . . . . 45
SECTION 6.5 CONTROL BY MAJORITY . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 6.6 LIMITATION ON SUITS . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 6.7 RIGHTS OF HOLDERS TO RECEIVE PAYMENT. . . . . . . . . . . . . . 46
SECTION 6.8 COLLECTION SUIT BY TRUSTEE. . . . . . . . . . . . . . . . . . . 46

ii
<PAGE>

SECTION 6.9 TRUSTEE MAY FILE PROOFS OF CLAIM. . . . . . . . . . . . . . . . 46
SECTION 6.10 PRIORITIES . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 6.11 UNDERTAKING FOR COSTS. . . . . . . . . . . . . . . . . . . . . 48
SECTION 6.12 WAIVER OF STAY, EXTENSION OR USURY LAWS. . . . . . . . . . . . 48
</TABLE>

ARTICLE VII

TRUSTEE

<TABLE>
<S> <C>
SECTION 7.1 DUTIES OF TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 7.2 RIGHTS OF TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 7.3 INDIVIDUAL RIGHTS OF TRUSTEE, ETC.. . . . . . . . . . . . . . . 50
SECTION 7.4 TRUSTEE'S DISCLAIMER. . . . . . . . . . . . . . . . . . . . . . 50
SECTION 7.5 NOTICE OF DEFAULTS. . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 7.6 REPORTS BY TRUSTEE TO HOLDERS . . . . . . . . . . . . . . . . . 51
SECTION 7.7 COMPENSATION AND INDEMNITY. . . . . . . . . . . . . . . . . . . 51
SECTION 7.8 REPLACEMENT OF TRUSTEE. . . . . . . . . . . . . . . . . . . . . 52
SECTION 7.9 SUCCESSOR TRUSTEE BY MERGER . . . . . . . . . . . . . . . . . . 54
SECTION 7.10 ELIGIBILITY; DISQUALIFICATION. . . . . . . . . . . . . . . . . 54
SECTION 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. . . . . . . 54
</TABLE>

ARTICLE VIII

SATISFACTION AND DISCHARGE

<TABLE>
<S> <C>
SECTION 8.1 DISCHARGE OF LIABILITY ON SECURITIES. . . . . . . . . . . . . . 55
SECTION 8.2 REPAYMENT TO THE COMPANY. . . . . . . . . . . . . . . . . . . . 55
SECTION 8.3 OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE. . . . . . . 56
SECTION 8.4 DEFEASANCE AND DISCHARGE. . . . . . . . . . . . . . . . . . . . 56
SECTION 8.5 COVENANT DEFEASANCE . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 8.6 CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE . . . . . . . . 57
</TABLE>

ARTICLE IX

SUPPLEMENTAL INDENTURES

<TABLE>
<S> <C>
SECTION 9.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. . . . . . . 58
SECTION 9.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS . . . . . . . . 59
SECTION 9.3 COMPLIANCE WITH TRUST INDENTURE ACT . . . . . . . . . . . . . . 60

iii
<PAGE>

SECTION 9.4 REVOCATION AND EFFECT OF CONSENTS, WAIVERS AND ACTIONS. . . . . 61
SECTION 9.5 NOTATION ON OR EXCHANGE OF SECURITIES . . . . . . . . . . . . . 61
SECTION 9.6 TRUSTEE TO SIGN SUPPLEMENTAL INDENTURES . . . . . . . . . . . . 61
SECTION 9.7 EFFECT OF SUPPLEMENTAL INDENTURES . . . . . . . . . . . . . . . 62
</TABLE>

ARTICLE X

SINKING FUNDS

<TABLE>
<S> <C>
SECTION 10.1 APPLICABILITY OF ARTICLE . . . . . . . . . . . . . . . . . . . 62
SECTION 10.2 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES. . . . . 62
SECTION 10.3 REDEMPTION OF SECURITIES FOR SINKING FUND. . . . . . . . . . . 63
</TABLE>

ARTICLE XI

ACTIONS OF HOLDERS OF SECURITIES

<TABLE>
<S> <C>
SECTION 11.1 PURPOSES FOR WHICH MEETINGS MAY BE CALLED. . . . . . . . . . . 63
SECTION 11.2 CALL, NOTICE AND PLACE OF MEETINGS . . . . . . . . . . . . . . 63
SECTION 11.3 PERSONS ENTITLED TO VOTE AT MEETINGS . . . . . . . . . . . . . 64
SECTION 11.4 QUORUM; ACTION . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 11.5 DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 11.6 COUNTING VOTES AND RECORDING ACTION OF MEETINGS. . . . . . . . 67
SECTION 11.7 ACTIONS OF HOLDERS GENERALLY . . . . . . . . . . . . . . . . . 67
</TABLE>

ARTICLE XII

SUBORDINATION

<TABLE>
<S> <C>
SECTION 12.1 SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS. . . . . . . . . 69
SECTION 12.2 PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.. . . . . . . . 70
SECTION 12.3 ACCELERATION OF SECURITIES . . . . . . . . . . . . . . . . . . 72
SECTION 12.4 DEFAULT IN SENIOR INDEBTEDNESS . . . . . . . . . . . . . . . . 73
SECTION 12.5 PAYMENT PERMITTED IF NO DEFAULT. . . . . . . . . . . . . . . . 74
SECTION 12.6 SUBROGATION RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS . . . . . 74
SECTION 12.7 PROVISION SOLELY TO DEFINE RELATIVE RIGHTS . . . . . . . . . . 75
SECTION 12.8 TRUSTEE TO EFFECTUATE SUBORDINATION. . . . . . . . . . . . . . 75
SECTION 12.9 NO WAIVER OF SUBORDINATION PROVISIONS. . . . . . . . . . . . . 75

iv
<PAGE>

SECTION 12.10 NOTICE TO TRUSTEE . . . . . . . . . . . . . . . . . . . . . . 76
SECTION 12.11 RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF
LIQUIDATING AGENT . . . . . . . . . . . . . . . . . . . . 77
SECTION 12.12 TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR
INDEBTEDNESS. . . . . . . . . . . . . . . . . . . . . . . 77
SECTION 12.13 RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS;
PRESERVATION OF TRUSTEE'S RIGHTS. . . . . . . . . . . . . 78
SECTION 12.14 ARTICLE XII APPLICABLE TO PAYING AGENTS . . . . . . . . . . . 78
</TABLE>

ARTICLE XIII

MISCELLANEOUS

<TABLE>
<S> <C>
SECTION 13.1 TRUST INDENTURE ACT CONTROLS . . . . . . . . . . . . . . . . . 78
SECTION 13.2 NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
SECTION 13.3 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS. . . . . . . . . . 80
SECTION 13.4 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT . . . . . . 81
SECTION 13.5 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION. . . . . . . . . 81
SECTION 13.6 SEPARABILITY CLAUSE. . . . . . . . . . . . . . . . . . . . . . 81
SECTION 13.7 RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR . . . . . . . . . 82
SECTION 13.8 LEGAL HOLIDAYS . . . . . . . . . . . . . . . . . . . . . . . . 82
SECTION 13.9 GOVERNING LAW AND JURISDICTION . . . . . . . . . . . . . . . . 82
SECTION 13.10 NO RECOURSE AGAINST OTHERS. . . . . . . . . . . . . . . . . . 83
SECTION 13.11 SUCCESSORS. . . . . . . . . . . . . . . . . . . . . . . . . . 83
SECTION 13.12 EFFECT OF HEADINGS AND TABLE OF CONTENTS. . . . . . . . . . . 83
SECTION 13.13 BENEFITS OF INDENTURE . . . . . . . . . . . . . . . . . . . . 83
SECTION 13.14 MULTIPLE ORIGINALS. . . . . . . . . . . . . . . . . . . . . . 83
</TABLE>

EXHIBIT A

<TABLE>
<S> <C>
FORM OF CERTIFICATE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
</TABLE>

v
<PAGE>

INDENTURE dated as of ______________, by and between The Walt Disney
Company, a Delaware corporation ("COMPANY"), and The First National Bank of
Chicago, a national banking association, as trustee ("TRUSTEE").

RECITALS OF THE COMPANY

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1 DEFINITIONS.

<PAGE>

cial community of such place. Where successive publications are required to be
made in Authorized Newspapers, the successive publications may be made in the
same or in different Authorized Newspapers meeting the foregoing requirements
and in each case on any Business Day.

"BEARER SECURITY" means any Security in the form (to the extent applicable
thereto) established pursuant to Section 2.1 which is payable to the bearer.

"BOARD OF DIRECTORS" means the board of directors of the Company or any
committee of such board authorized with respect to any matter to exercise the
powers of the Board of Directors of the Company.

"CASH" means such coin or currency of the United States as at any time of
payment is legal tender for the payment of public and private debts.

"CEDEL S.A." means Centrale de Livraison de Valeurs Mobilieres SA.

"COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Company by its Chairman of the Board, a Vice Chair-

2
<PAGE>

man, its Chief Executive Officer, its President or a Vice President, and by its
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and
delivered to the Trustee or, with respect to Sections 2.4, 2.8, 2.11 and 7.2,
any other employee of the Company named in an Officers' Certificate delivered to
the Trustee.

"COUPON" means any interest coupon appertaining to a Bearer Security.

"DEFAULT" means any event which is, or after notice or passage of time or
both would be, an Event of Default.

"DEPOSITARY" means, with respect to the Securities of any series issuable
or issued in whole or in part in global form, the person specified as
contemplated by Section 2.3(a) as the Depositary with respect to such series of
Securities, until a successor shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "DEPOSITARY" shall mean or include
such successor.

"DOLLAR" or "$" means a dollar or other equivalent unit in such coin or
currency of the United States as at the time shall be legal tender for the
payment of public and private debts.

"EURO-CLEAR" means the operator of the Euro-Clear System.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

3
<PAGE>

"INTEREST," when used with respect to a Discount Security which by its
terms bears interest only after Maturity, means interest payable after Maturity.

"INTEREST PAYMENT DATE," when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.

"MATURITY," when used with respect to any Security, means the date on which
the Principal of such Security or an installment of Principal or, in the case of
a Discount Security, the Principal Amount payable upon a declaration of
acceleration pursuant to Section 6.2, becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

"PERIODIC OFFERING" means an offering of Securities of a series from time
to time the specific terms of which Securities, including, without limitation,
the rate

4
<PAGE>

or rates of interest, if any, thereon, the Stated Maturity or Maturities
thereof, the original issue date or dates thereof, the redemption provisions, if
any, and any other terms specified as contemplated by Section 2.3(a) with
respect thereto, are to be determined by the Company, or one or more of the
Company's agents designated in an Officers' Certificate, upon the issuance of
such Securities.

"REDEMPTION PRICE" or "REDEMPTION PRICE," when used with respect to any
Security to be redeemed, means the price at which it is to be redeemed pursuant
to this Indenture.

"REGISTERED SECURITY" means any Security in the form (to the extent
applicable thereto) established pursuant to Section 2.1 which is registered on
the books of the Registrar.

5
<PAGE>

"REGULAR RECORD DATE" for the interest payable on any Interest Payment Date
on the Registered Securities of any series means the date specified for that
purpose as contemplated by Section 2.3(a).

"SEC" means the Securities and Exchange Commission.

"SECURITIES" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture.

"SPECIAL RECORD DATE" for the payment of any Defaulted Interest on the
Registered Securities of any issue means a date fixed by the Trustee pursuant to
Section 2.13.

"SUBSIDIARY" means, with respect to any person, a corporation of which a
majority of the Capital Stock having voting power under ordinary circumstances
to elect a majority of the board of directors of such corporation is owned by
(i) such person, (ii) such person and one or more Subsidiaries or (iii) one or
more Subsidiaries of such person.

"TIA" means the Trust Indenture Act of 1939 as in effect on the date of
this Indenture, except as provided in Section 9.3.

"TRUST OFFICER" means any officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.

6
<PAGE>

"UNITED STATES" means the United States of America, its territories, its
possessions (including the Commonwealth of Puerto Rico), and other areas subject
to its jurisdiction.

SECTION 1.2 OTHER DEFINITIONS.

Defined in
Term Section
---- -------
<S> <C>
"BANKRUPTCY LAW" 6.1
"COMMON DEPOSITARY" 2.2
"CUSTODIAN" 6.1
"DEFAULTED INTEREST" 2.13
"EVENT OF DEFAULT" 6.1
"EXCHANGE DATE" 2.2
"LEGAL HOLIDAY" 13.8
"NOTICE OF DEFAULT " 6.1
"OUTSTANDING" 2.10
"PAYING AGENT" 2.5
"PERMANENT GLOBAL BEARER SECURITY" 2.2
"REGISTRAR" 2.5
"SENIOR INDEBTEDNESS" 12.1
"TEMPORARY GLOBAL BEARER SECURITY" 2.5
</TABLE>

7
<PAGE>

SECTION 1.3 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT. Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture. The following TIA terms used
in this Indenture have the following meanings:

"COMMISSION" means the SEC.

"INDENTURE SECURITIES" means the Securities.

"INDENTURE SECURITY HOLDER" means a Holder or Securityholder.

"INDENTURE TO BE QUALIFIED" means this Indenture.

"INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee.

"OBLIGOR" on the indenture securities means the Company.

All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule have the
meanings assigned to them by such definitions.

SECTION 1.4 RULES OF CONSTRUCTION. Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning assigned
to it in accordance with generally accepted accounting principles in the
United States as in effect from time to time;

(3) "OR" is not exclusive;

(4) "INCLUDING" means including, without limitation; and

(5) words in the singular include the plural, and words in the plural
include the singular.

8
<PAGE>

ARTICLE II

THE SECURITIES

SECTION 2.1 FORMS GENERALLY. The Registered Securities, if any, of each
series and the Bearer Securities, if any, of each series and related coupons
shall be in substantially such form (including global form) as shall be
established by delivery to the Trustee of an Officers' Certificate or in one or
more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the Officers executing such Securities
or coupons as evidenced by their execution of the Securities or coupons. The
Officers' Certificate so establishing the form of Security or coupons, if any,
of any series shall be delivered to the Trustee at or prior to the delivery of
the Company Order contemplated by Section 2.4 for the authentication and
delivery of such Securities or coupons.

Unless otherwise specified as contemplated by Section 2.3(a), Bearer
Securities shall have interest coupons attached.

SECTION 2.2 SECURITIES IN GLOBAL FORM. If Securities of a series are
issuable in temporary or permanent global form, as specified as contemplated by
Section 2.3(a), then, notwithstanding clause (10) of Section 2.3(a) and the
provisions of Section 2.3(b), any such Security shall represent such of the
Outstanding Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of Outstanding Securities
from time to time endorsed thereon or otherwise notated on the books and records
of the Registrar and that the aggregate amount of Outstanding Securities
represented thereby may from time to time be reduced to reflect exchanges. Any
endorsement of a Security in global form to reflect the amount of any increase
or decrease in the amount of

9
<PAGE>

Outstanding Securities represented thereby shall be made by the Trustee in such
manner and upon instructions given by such person or persons as shall be
specified therein or in the Company Order to be delivered to the Trustee
pursuant to Section 2.4 or Section 2.11. Subject to the provisions of Section
2.4 and, if applicable, Section 2.11, the Trustee shall deliver and redeliver
any Security in global form in the manner and upon instructions given by the
person or persons specified therein or in the applicable Company Order. If a
Company Order pursuant to Section 2.4 or 2.11 has been, or simultaneously is,
delivered, any instructions by the Company with respect to endorsement or other
notation on the books and records of the Registrar or delivery or redelivery of
a Security of such series in global form shall be in writing but need not comply
with Section 13.4 or 13.5 and need not be accompanied by an Opinion of Counsel
(except as required by Section 2.4).

The provisions of the last sentence of Section 2.4 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company, and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 13.4 or 13.5 and need not be accompanied by an Opinion of
Counsel) with regard to the reduction in the Principal Amount of Securities
represented thereby, together with the written statement contemplated by the
last sentence of Section 2.4.

Any series of Bearer Securities shall be issued initially in the form of
one temporary global Bearer Security (the "Temporary Global Bearer Security"),
which Temporary Global Bearer Security shall be deposited on behalf of the
beneficial owners of the Bearer Securities represented thereby with the main
office of the Trustee in London, as common depositary (the "Common Depositary"),
for credit to their respective accounts (or to such other accounts as they may
direct) at Morgan Guaranty Trust Company of New York, Brussels office, as
operator of the Euro-Clear or Cedel S.A.

10
<PAGE>

Temporary Global Bearer Security shall be surrendered by the Common Depositary
to the Trustee or its agent, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, at the sole discretion of the
Company for (i) Bearer Securities or (ii) a permanent global Bearer Security
(the "Permanent Global Bearer Security") without charge to Holders, and the
principal Paying Agent or other Paying Agent outside the United States shall
authenticate and deliver (at an office or agency outside the United States), in
exchange for the Temporary Global Bearer Security or the portions thereof to be
exchanged, an equal aggregate principal amount of Bearer Securities or the
Permanent Global Bearer Security, as shall be specified by the beneficial owners
thereof; PROVIDED, HOWEVER, that upon such presentation by the Common
Depositary, the Temporary Global Bearer Security is accompanied by a certificate
dated the Exchange Date or a subsequent date and signed by Euro-Clear as to the
portion of the Temporary Global Bearer Security held for its account then to be
exchanged and a certificate dated the Exchange Date or a subsequent date and
signed by Cedel S.A. as to the portion of the Temporary Global Bearer Security
held for its account then to be exchanged, each to the effect hereinafter
provided. The Company and the Trustee agree that they will cooperate in causing
the paying agent located outside the United States to retain each certificate
provided by Euro-Clear or Cedel S.A. for a period of four calendar years
following the year in which the certificate is received and not to destroy or
otherwise dispose of any such certificate without first offering to deliver it
to the Company.

Each certificate to be provided by Euro-Clear and Cedel S.A. shall be
substantially in the form attached hereto as Exhibit A or with such changes
therein as shall be approved by the Company and be satisfactory to the Trustee.

Each certificate received by Euro-Clear and Cedel S.A. from persons
appearing in their records as persons entitled to a portion of the Temporary
Global Bearer Security shall be substantially to the effect set forth in this
Indenture.

Upon any such exchange of a portion of the Temporary Global Bearer Security
for Bearer Securities or the Permanent Global Bearer Security, the Temporary
Global Bearer Security shall be endorsed to reflect the reduction of the
principal amount evidenced thereby. Until so exchanged in full, the Temporary
Global Bearer Security shall in all respects be entitled to the same benefits
under, and subject to the same terms and conditions of, this Indenture as Bearer
Securities authenticated and delivered hereunder, except that none of
Euro-Clear, Cedel S.A. or the beneficial owners of the Temporary Global Bearer
Security shall be entitled

11
<PAGE>

to receive payment of interest or other payments thereon or to convert the
Temporary Global Bearer Security, or any portion thereof, into Common Stock of
the Company or any other security, cash or other property.

SECTION 2.3 TITLE, TERMS AND DENOMINATIONS.

(a) The aggregate Principal Amount of Securities which may be
authenticated and delivered under this Indenture shall be unlimited.

The Securities may be issued in one or more series. There shall be
established and, subject to Section 2.4, set forth, or determined in the manner
provided, in an Officers' Certificate of the Company, or established in one or
more indentures supplemental hereto:

(1) the title of the Securities of the series (which shall
distinguish the Securities of the series from all other Securities);

(2) any limit upon the aggregate Principal Amount of the Securities
of the series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Sections 2.8, 2.9, 2.11, 3.6, 9.5 or 10.3 and except for
any Securities which, pursuant to Section 2.4, are deemed never to have
been authenticated and delivered hereunder);

(3) whether Securities of the series are to be issuable as Registered
Securities, Bearer Securities or both, whether any Securities of the series
may be represented initially by a Security in temporary or permanent global
form and, if so, the initial Depositary with respect to any such temporary
or permanent global Security, and if other than as provided in Section 2.8
or Section 2.11, as applicable, whether and the circumstances under which
beneficial owners of interests in any such temporary or permanent global
Security may exchange such interests for Securities of such series and of
like tenor of any authorized form and denomination and the Authorized
Newspapers for publication of notices to holders of Bearer Securities;

(4) any other terms required for the establishment of a series of
Bearer Securities, including, but not limited to, tax compliance
procedures;

12
<PAGE>

(5) the person to whom any interest on any Registered Security of the
series shall be payable, if other than the person in whose name that
Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, the manner in
which, and the person to whom, any interest on any Bearer Security of the
series shall be payable, if otherwise than upon presentation and surrender
of the coupons appertaining thereto as they severally mature, and the
extent to which, or the manner in which (including any certification
requirement and other terms and conditions under which), any interest
payable on a temporary or permanent global Security on an Interest Payment
Date will be paid if other than in the manner provided in Section 2.2 and
Section 2.4, as applicable;

(6) the date or dates on which the Principal of the Securities of the
series is payable or the method of determination thereof;

(8) the place or places where, subject to the provisions of Section
4.5, the Principal of and any interest on Securities of the series shall be
payable, any Registered Securities of the series may be surrendered for
registration of transfer, Securities of the series may be surrendered for
exchange and notices and demands to or upon the Company in respect of the
Securities of the series and this Indenture may be served;

(9) the period or periods within which, the price or prices at which
and the terms and conditions upon which, Securities of the series may be
redeemed, in whole or in part, at the option of the Company;

13
<PAGE>

series shall be redeemed or purchased, in whole or in part, and any
provisions for the remarketing of such Securities;

(12) the currency or currencies, including composite currencies, in
which payment of the Principal of and any interest on the Securities of the
series shall be payable if other than the currency of the United States,
and if so, whether the Securities of the series may be satisfied and
discharged other than as provided in Article VIII;

(14) if other than the Principal Amount thereof, the portion of the
Principal Amount of any Securities of the series which shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to
Section 6.2;

14
<PAGE>

(16) if other than as defined in Section 1.1, the meaning of
"BUSINESS DAY" when used with respect to any Securities of the series;

(17) if and the terms and conditions upon which the Securities of the
series may or must be converted into securities of the Company or exchanged
for securities of the Company or another enterprise;

(20) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture, except as permitted by
Section 9.1(7)).

15
<PAGE>

Offering, such Board Resolution or Officers' Certificate may provide general
terms for Securities of such series and provide either that the specific terms
of particular Securities of such series shall be specified in a Company Order or
that such terms shall be determined by the Company, or one or more of the
Company's agents designated in an Officers' Certificate, in accordance with the
Company Order as contemplated by the first proviso of the third paragraph of
Section 2.4.

SECTION 2.4 EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, one of its Vice Chairmen, its President or one of its Vice Presidents, or
the Treasurer or any Assistant Treasurer, under its corporate seal reproduced
thereon attested by its Secretary or one of its Assistant Secretaries. The
signature of any of these officers on the Securities may be manual or facsimile.
Coupons shall bear the facsimile signature of the Treasurer or any Assistant
Treasurer of the Company.

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Company to the Trustee or its authenticating agent with respect to Bearer
Securities prior to the delivery to the Trustee of such Securities for
authentication and delivery, (b) the Trustee shall authenticate and deliver
Securities of such series for original issue from time to time, in an aggregate
Principal Amount not exceeding the aggregate Principal Amount established for
such series, pursuant to a Company Order or pursuant to such procedures
acceptable to the Trustee as may be specified from time to time by a Company
Order, (c) the rate or rates of interest, if any, the Stated Maturity or
Maturities, the original issue date or dates, the redemption provisions, if any,
and any other terms of Securities of such series shall be determined by a
Company Order or pursuant to such procedures and (d) if provided for in such
procedures, such Company Order may authorize authentication and delivery
pursuant to oral or electronic instructions from the Company, or the Company's
duly authorized agent or agents designated in an Officers' Certificate, which
oral instructions shall be promptly confirmed in writing; and PROVIDED, FURTHER,
that no Bearer Security or coupon shall be mailed or otherwise delivered to any
person who is not a United States Alien or to any location in the United States.
Except as permitted by Section 2.9, the Trustee's authenticating agent shall not
authenticate and deliver any Bearer Security unless all appurtenant coupons for
interest then matured have been detached and cancelled.

(a) that the form and terms of such Securities and any coupons have been
duly authorized by the Company and established in conformity with the provisions
of this Indenture; and

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<PAGE>

(y) that such Securities, together with the coupons, if any,
appertaining thereto, when (1) executed by the Company, (2) completed,
authenticated and delivered by the Trustee or in the case of Bearer
Securities and coupons, an authenticating agent located outside the United
States, in accordance with this Indenture, and (3) issued by the Company in
the manner and subject to any conditions specified in such Opinion of
Counsel, will constitute valid and legally binding obligations of the
Company, enforceable in accordance with their terms, subject to customary
exceptions.

With respect to Securities of a series subject to a Periodic Offering, the
Trustee may conclusively rely, as to the authorization by the Company of any of
such Securities, the form and terms thereof and the legality, validity, binding
effect and enforceability thereof, upon the Opinion of Counsel and other
documents delivered pursuant to Sections 2.1 and 2.3(a) and this Section, as
applicable, at or prior to the time of the first authentication of Securities of
such series unless and until it has received written notification that such
opinion or other documents have been superseded or revoked. In connection with
the authentication and delivery of Securities of a series subject to a Periodic
Offering, the Trustee shall be entitled to assume, unless it has actual
knowledge to the contrary, that the Company's instructions to authenticate and
deliver such Securities do not violate any rules, regulations or orders of any
governmental agency or commission having jurisdiction over the Company.

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This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

The First National Bank of Chicago,
as Trustee

By:
------------------------------------
Authorized Officer

19
<PAGE>

SECTION 2.5 REGISTRAR AND PAYING AGENT. The Company shall maintain, with
respect to each series of Securities, an office or agency where such Securities
may be presented for registration of transfer or for exchange ("REGISTRAR") and
an office or agency where such Securities may be presented for purchase or
payment ("PAYING AGENT"). The Registrar shall keep a register of the Securities
and of their transfer and exchange. The Company may have one or more
co-registrars and one or more additional paying agents. The term Paying Agent
includes any additional paying agent.

The Company shall enter into an appropriate agency agreement with respect
to each series of Securities with any Registrar, Paying Agent or co-registrar
(if not the Trustee). The agreement shall implement the provisions of this
Indenture that relate to such agent. The Company shall notify the Trustee of
the name and address of any such agent. If the Company fails to maintain a
Registrar or Paying Agent for a particular series of Securities, the Trustee
shall act as such and shall be entitled to appropriate compensation therefor
pursuant to Section 7.7. The Company or any Subsidiary or an Affiliate of
either of them may act as Paying Agent, Registrar or co-registrar.

The Company initially appoints the Trustee as the Registrar and Paying
Agent in connection with such Securities.

SECTION 2.6 PAYING AGENT TO HOLD MONEY AND SECURITIES IN TRUST. Except as
otherwise provided herein, prior to or on each due date of payments in respect
of any series of Securities, the Company shall deposit with the Paying Agent
with respect to such Securities a sum of money sufficient to make such payments
when so becoming due. The Company shall require each Paying Agent (other than
the Trustee) to agree in writing that the Paying Agent shall hold in trust for
the benefit of Holders or the Trustee all money held by such Paying Agent for

20
<PAGE>

the making of payments in respect of the Securities of such series and shall
notify the Trustee of any default by the Company in making any such payment. At
any time during the continuance of any such default, a Paying Agent shall, upon
the written request of the Trustee, forthwith pay to the Trustee all money so
held in trust with respect to such Securities. If the Company, a Subsidiary or
an Affiliate of either of them acts as Paying Agent for a series of Securities,
it shall segregate the money held by it as Paying Agent with respect to such
Securities and hold it as a separate trust fund. The Company at any time may
require a Paying Agent for a series of Securities to pay all money held by it
with respect to such Securities to the Trustee and to account for any money
disbursed by it. Upon doing so, such Paying Agent shall have no further
liability for the money.

SECTION 2.7 SECURITYHOLDER LISTS. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Holders of each series of Securities. If the
Trustee is not the Registrar for any series of Securities, the Company shall
cause to be furnished to the Trustee at least semiannually on June 1 and
December 1 a listing of Holders of such series of Securities dated within 15
days of the date on which the list is furnished and at such other times as the
Trustee may request in writing a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Securityholders of
such series of Securities.

SECTION 2.8 TRANSFER AND EXCHANGE. Upon surrender for registration of
transfer of any Security at the office or agency of the Company designated
pursuant to Section 4.5 for such purpose in a Place of Payment, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Securities of any
authorized denomination or denominations of a like aggregate Principal Amount
and tenor. The Company shall not charge a service charge for any registration
of transfer or exchange, but the Company may require payment of a sum sufficient
to pay all taxes, assessments or other governmental charges that may be imposed
in connection with the transfer or exchange of the Securities from the
Securityholder requesting such transfer or exchange (other than any exchange of
a temporary Security for a definitive Security not involving any change in
ownership or any exchange pursuant to Section 2.11, 3.6, 9.5 or 10.3, not
involving any transfer).

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<PAGE>

except as a whole by the Depositary for such series to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor Depositary for such series or a nominee of such successor Depositary.

22
<PAGE>

date for payment of Defaulted Interest, such Bearer Security shall be
surrendered without the coupon relating to such Interest Payment Date or
proposed date for payment, as the case may be, and interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such coupon when due in accordance with the provisions of this
Indenture.

23
<PAGE>

interests in a global Security are entitled to exchange such interests for
definitive Securities of such series and of like Principal Amount and tenor but
of another authorized form and denomination, as specified as contemplated by
Section 2.3(a), then without unnecessary delay but in any event not later than
the earliest date on which such interests may be so exchanged, the Company shall
deliver to the Trustee definitive Securities in aggregate Principal Amount equal
to the Principal Amount of such global Security, executed by the Company. On or
after the earliest date on which such interests may be so exchanged, such global
Security shall be surrendered by the Depositary with respect thereto to the
Trustee, as the Company's agent for such purpose, to be exchanged, in whole or
from time to time in part, for definitive Securities without charge and the
Trustee or, in the case of Bearer Securities, an authenticating agent outside
the United States shall authenticate and deliver, in exchange for each portion
of such global Security, an equal aggregate Principal Amount of definitive
Securities of the same series of authorized denominations and of like tenor as
the portion of such global Security to be exchanged which, unless the Securities
of the series are not issuable both as Bearer Securities and as Registered
Securities, as specified as contemplated by Section 2.3(a), shall be in the form
of Bearer Securities or Registered Securities, or any combination thereof, as
shall be specified by the beneficial owner thereof; PROVIDED, HOWEVER, that
notwithstanding the last paragraph of this Section 2.8, no such exchanges may
occur during a period beginning at the opening of business 15 days before any
selection of Securities of that series to be redeemed and ending on the relevant
Redemption Date; and PROVIDED, FURTHER, that no Bearer Security or coupon
delivered in exchange for a portion of a global Security shall be mailed or
otherwise delivered to any person that is not a United States Alien or to any
location in the United States. If a Registered Security is issued in exchange
for any portion of a global Security after the close of business at the office
or agency where such exchange occurs on (i) any Regular Record Date and before
the opening of business at such office or agency on the relevant Interest
Payment Date, or (ii) any Special Record Date and before the opening of business
at such office or agency on the related proposed date for payment of Defaulted
Interest, interest or Defaulted Interest, as the case may be, will not be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, in respect of such Registered Security, but will be payable on such
Interest Payment Date or proposed date for payment, as the case may be, only to
the Person to whom interest in respect of such portion of such global Security
is payable in accordance with the provisions of this Indenture.

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<PAGE>

Upon the exchange of a Security in global form for Securities in definitive
form, such Security in global form shall be cancelled by the Trustee. All
cancelled Securities and coupons held by the Trustee shall be destroyed by the
Trustee and a certificate of their destruction delivered to the Company unless
the Company directs, by Company Order, that the Trustee shall cancel Securities
and deliver a certificate of destruction to the Company. Registered Securities
issued in exchange for a Security in global form pursuant to this Section 2.8
shall be registered in such names and in such authorized denominations as the
Depositary for such Security in global form, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee. The
Trustee shall deliver such Registered Securities as instructed in writing by the
Depositary.

25
<PAGE>

SECTION 2.9 REPLACEMENT SECURITIES AND COUPONS. If (a) any mutilated
Security or a Security with a mutilated coupon appertaining thereto is
surrendered to the Trustee or paying agent outside the United States, or (b) the
Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security or coupon, and there is delivered to
the Company and the Trustee such security or indemnity as may be required by
them to save each of them harmless, then, in the absence of written notice to
the Company, any such paying agent or the Trustee that such Security or coupon
has been acquired by a BONA FIDE purchaser, the Company shall execute and upon
its written request the Trustee or paying agent outside the United States shall
authenticate and deliver, in exchange for any such mutilated Security or coupon
or in lieu of any such destroyed, lost or stolen Security or coupon, or in
exchange for the Security to which a mutilated, destroyed, lost or stolen coupon
appertains (with all appurtenant coupons not mutilated, destroyed, lost or
stolen), a new Security of the same series and of like tenor and Principal
Amount, bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to such destroyed, lost or
stolen Security or coupon, or to the Security to which such destroyed, lost or
stolen coupon appertains.

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<PAGE>

Security and coupons, if any, shall be entitled to all benefits of this
Indenture equally and proportionately with any and all other Securities of that
issue and their coupons, if any, duly issued hereunder.

SECTION 2.10 OUTSTANDING SECURITIES; DETERMINATIONS OF HOLDERS' ACTION.
Securities of any series "OUTSTANDING" at any time are, as of the date of
determination, all the Securities of such series theretofore authenticated by
the Trustee for such series except for those cancelled by it, those delivered to
it for cancellation and those described in this Section 2.10 as not outstanding.
A Security does not cease to be "OUTSTANDING" because the Company or an
Affiliate thereof holds the Security; PROVIDED, HOWEVER, that in determining
whether the Holders of the requisite Principal Amount of Outstanding Securities
have given or concurred in any request, demand, authorization, direction,
notice, consent or waiver hereunder, Securities owned by the Company or any
other obligor upon the Securities or any Affiliate of the Company or such other
obligor shall be disregarded and deemed not to be outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities which the Trustee knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor. Subject to the foregoing, only Securities
outstanding at the time of such determination shall be considered in any such
determination (including, without limitation, determinations pursuant to
Articles 6 and 9). In addition, in determining whether the Holders of the
requisite Principal Amount of Outstanding Securities have given or concurred in
any request, demand, authorization, direction, notice, consent or waiver
hereunder, (i) the Principal Amount of a Discount Security that shall be deemed
to be Outstanding shall be the amount of the Principal thereof that would be due
and payable as of the date of such determination upon acceleration of the
Maturity thereof pursuant to Section 6.2, (ii) the Principal Amount of a
Security denominated in a foreign currency or currencies shall be the Dollar
equivalent, as determined on the date of original issuance of such Security, of
the Principal Amount (or, in the case of a

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<PAGE>

Discount Security, the Dollar equivalent on the date of original issuance of
such Security of the amount determined as provided in (i) above) of such
Security.

If the Trustee (other than the Company) holds, in accordance with this
Indenture, on a Redemption Date or on Stated Maturity, money sufficient to pay
Securities and any coupons thereto appertaining payable on that date, then on
and after that date such Securities shall cease to be outstanding and interest,
if any, on such Securities shall cease to accrue; PROVIDED, that if such
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee has
been made.

SECTION 2.11 TEMPORARY SECURITIES. Pending the preparation of definitive
Securities of any series, the Company may execute, and upon Company Order the
Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued, in registered form or, if authorized, in bearer form with
one or more coupons or without coupons, and with such appropriate insertions,
omissions, substitutions and other variations as the Officers executing such
Securities may determine, as conclusively evidenced by their execution of such
Securities. Such temporary Securities may be in global form.

28
<PAGE>

pany shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like Principal Amount of definitive Securities of the same series and
of like tenor of authorized denominations; PROVIDED, HOWEVER, that no definitive
Bearer Security or Permanent Global Bearer Security shall be delivered in
exchange for a temporary Registered Security. Until so exchanged the temporary
Securities shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities.

Unless otherwise specified as contemplated by Section 2.3(a), if Bearer
Securities of any series are represented by a Security in temporary global form,
any such temporary global Security shall be delivered to the Depositary for the
benefit of Euro-Clear and Cedel S.A., for credit to the respective accounts of
the beneficial owners of such Securities (or to such other accounts as they may
direct).

Without unnecessary delay but in any event not later than the Exchange
Date, the Company shall deliver to the Trustee or paying agent outside the
United States permanent Securities of the same series which may be in definitive
or global form at the sole discretion of the Company, in aggregate Principal
Amount equal to the Principal Amount of such temporary global Security, executed
by the Company. On or after the Exchange Date, such temporary global Security
shall be surrendered by the Depositary to the Trustee or paying agent outside
the United States, as the Company's agent for such purpose, to be exchanged, in
whole or from time to time in part, for permanent Securities of the same series
which may be in definitive or global form at the sole discretion of the Company
and of like tenor without charge and the Trustee shall authenticate and deliver,
in exchange for each portion of such temporary global Security, an equal
aggregate Principal Amount of definitive Securities or interests in the
Permanent Global Bearer Security of the same series of authorized denominations
and of like tenor as the portion of such temporary global Security to be
exchanged. The permanent Securities to be delivered in exchange for any such
temporary global Security shall be in definitive bearer form or registered form,
or shall be represented by a Permanent Global Bearer Security, or any
combination thereof, as specified as contemplated by Section 2.3(a), and, if any
combination thereof is so specified, as requested by the beneficial owner
thereof PROVIDED, that no beneficial owner of a registered Temporary Global
Bearer Security who is not a United States alien or who is located in the United
States shall be entitled to receive Bearer Securities.

Unless otherwise specified in any such Temporary Global Bearer Security,
the interest of a beneficial owner of Securities of a series represented by such

29
<PAGE>

Temporary Global Bearer Security shall be exchanged for permanent Securities of
the same series which may be in definitive or global form at the sole discretion
of the Company and of like tenor following the Exchange Date when the account
holder instructs Euro-Clear or Cedel S.A., as the case may be, to request such
exchange on his behalf and delivers to Euro-Clear or Cedel S.A., as the case may
be, any certificate specified as contemplated by Section 2.3(a). Unless
otherwise specified in such Temporary Global Bearer Security, any such exchange
shall be made free of charge to the beneficial owners of such Temporary Global
Bearer Security, except that a person receiving permanent Securities must bear
the cost of insurance, postage, transportation and the like in the event that
such person does not take delivery of such permanent Securities in person at the
offices of Euro-Clear or Cedel S.A.

Until exchanged in full as herein-above provided, the temporary Securities
of any series shall in all respects be entitled to the same benefits under this
Indenture as permanent Securities of the same series and of like tenor
authenticated and delivered hereunder, except that, unless otherwise specified
as contemplated by Section 2.3(a), interest payable on a temporary global
Security representing a series of Bearer Securities on an Interest Payment Date
for Securities of such series occurring prior to the applicable Exchange Date
shall be payable to Euro-Clear and Cedel S.A. on such Interest Payment Date,
upon delivery by Euro-Clear and Cedel S.A. to a paying agent outside the United
States of any certificate specified as contemplated by Section 2.3(a), for
credit without further interest on or after such Interest Payment Date to the
respective accounts of the persons who are the beneficial owners of such
Temporary Global Bearer Security on such Interest Payment Date and who have each
delivered to Euro-Clear or Cedel S.A., as the case may be, any certificate
specified as contemplated by Section 2.3(a).

SECTION 2.12 CANCELLATION. All Securities or coupons surrendered for
payment, redemption, registration of transfer or exchange, or for credit against
any sinking fund payment, shall, if surrendered to any person other than the
Trustee, be delivered to the Trustee and all Registered Securities and matured
coupons so delivered shall be promptly cancelled by it. All Bearer Securities
and unmatured coupons so delivered shall be held by the Trustee and, upon
instruction by a Company Order, shall be cancelled or held for reissuance.
Bearer Securities and unmatured coupons held for reissuance may be reissued only
in replacement of mutilated, lost, stolen or destroyed Bearer Securities of the
same series and like tenor or the related coupons pursuant to Section 2.9. All
Bearer Securities and unmatured coupons held by the Trustee pending such
cancellation or reissuance

30
<PAGE>

shall be deemed to be delivered for cancellation for all purposes of this
Indenture and the Securities. The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever (including Securities received by the Company in exchange or
payment for other Securities of the Company) and may deliver to the Trustee
(or to any other person for delivery to the Trustee) for cancellation any
Securities previously authenticated hereunder which the Company has not
issued and sold, and all Securities so delivered shall be promptly cancelled
by the Trustee. The Company may not reissue, or issue new Securities to
replace, Securities it has paid or delivered to the Trustee for cancellation.
No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly
permitted in the form of Securities for any particular series or as permitted
by this Indenture. All cancelled Securities and coupons held by the Trustee
shall be destroyed by the Trustee in accordance with its customary procedures
and, upon the Company's written request, evidence of their destruction shall
be delivered to the Company unless the Company directs, by Company Order,
that the Trustee deliver cancelled Securities to the Company.

SECTION 2.13 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. Unless
otherwise provided as contemplated by Section 2.3(a) with respect to any series
of Securities, interest on any Registered Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest. In case a Bearer Security of any series is surrendered in
exchange for a Registered Security of such series after the close of business
(at an office or agency in a Place of Payment for such series) on any Regular
Record Date and before the opening of business (at such office or agency) on the
next succeeding Interest Payment Date, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date and interest will not
be payable on such Interest Payment Date in respect of the Registered Security
issued in exchange for such Bearer Security, but will be payable only to the
Holder of such coupon when due in accordance with the provisions of this
Indenture.

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<PAGE>

Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:

(2) The Company may make payment of any Defaulted Interest on the
Registered Securities in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Registered Securities
may be listed, and upon such notice as may be required by such exchange,
if, after notice given by the Company to the Trustee of the proposed
payment pursuant to this Clause, such manner of payment shall be deemed
practicable by the Trustee.

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<PAGE>

SECTION 2.14 PERSONS DEEMED OWNERS. Prior to due presentment of a
Registered Security for registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the person in whose name such
Registered Security is registered as the owner of such Registered Security for
the purpose of receiving payment of Principal of and (except as otherwise
specified as contemplated by Section 2.3(a) and subject to Section 2.8 and
Section 2.13) interest on such Registered Security and for all other purposes
whatsoever, whether or not such Registered Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

SECTION 2.15 COMPUTATION OF INTEREST. Except as otherwise specified as
contemplated by Section 2.3(a) for Securities of any series, (i) interest on any
Securities which bear interest at a fixed rate shall be computed on the basis of
a 360-day year comprised of twelve 30-day months and (ii) interest on any
Securities which bear interest at a variable rate shall be computed on the basis
of the actual number of days in an interest period divided by 360.

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<PAGE>

ARTICLE III

REDEMPTION

SECTION 3.1 RIGHT TO REDEEM; NOTICES TO TRUSTEE. Securities of any series
which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 2.3(a) for Securities of any series) in accordance with this Article.
In the case of any redemption at the election of the Company of less than all
the Securities of any series, the Company shall, within the time period
specified below, notify the Trustee in writing of the Redemption Date, the
Principal Amount of and of any other information necessary to identify the
Securities of such series to be redeemed and the Redemption Price (including the
information set forth in clauses (4), (5) and (6) of Section 3.3).

The Company shall give the notice to the Trustee provided for in this
Section 3.1 at least 60 days before the Redemption Date (unless a shorter notice
shall be satisfactory to the Trustee).

SECTION 3.2 SELECTION OF SECURITIES TO BE REDEEMED. Unless otherwise
specified as contemplated by Section 2.3(a) with respect to any series of
Securities, if less than all the Securities of any series with the same issue
date, interest rate and Stated Maturity are to be redeemed, the Trustee shall
select the particular Securities to be redeemed by such method as the Trustee
considers fair and appropriate, which method may provide for the selection
for redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the Principal
Amount of Registered Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series. The
Trustee shall make the selection not more than 60 days before the Redemption
Date from Outstanding Securities of such series not previously called for
redemption. Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption. The
Trustee shall notify the Company promptly in writing of the Securities to be
redeemed and, in the case of any portions of Securities to be redeemed, the
principal amount thereof to be redeemed.

SECTION 3.3 NOTICE OF REDEMPTION. Unless otherwise specified as
contemplated by Section 2.3(a) with respect to any series of Securities, at
least 30 days but not more than 60 days before a Redemption Date, the Company
shall mail

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<PAGE>

a notice of redemption by first-class mail, postage prepaid, to each Holder of
Securities to be redeemed.

The notice shall identify the Securities (including CUSIP/ISIN numbers) to
be redeemed and shall state:

(1) the Redemption Date;

(2) the Redemption Price;

(6) that the redemption is for a sinking fund, if such is the case.

A notice of redemption published as contemplated by Section 13.2 need not
identify particular Registered Securities to be redeemed.

At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at the Company's expense; PROVIDED, HOWEVER, that, in
all cases, the text of such Company notice shall be prepared by the Company.

SECTION 3.4 EFFECT OF NOTICE OF REDEMPTION. Once notice of redemption is
given, Securities called for redemption become due and payable on the Redemption
Date and at the Redemption Price stated in the notice, and from and after such
date (unless the Company shall default in the payment of the Redemption Price
and accrued interest) such Securities shall cease to bear interest and the
coupons for such interest appertaining to any Bearer Securities so to be
redeemed, except to the

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<PAGE>

extent provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with accrued interest to
the Redemption Date; PROVIDED, HOWEVER, that installments of interest on Bearer
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable only at an office or agency located outside the United States (except as
otherwise provided in Section 4.5) and, unless otherwise specified as
contemplated by Section 2.3(a), only upon presentation and surrender of coupons
for such interest; and PROVIDED, FURTHER, that, unless otherwise specified as
contemplated by Section 2.3(a), installments of interest on Registered
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Regular
Record Dates according to their terms and the provisions of Sections 2.8 and
2.13.

If any Bearer Security surrendered for redemption shall not be accompanied
by all appurtenant coupons maturing after the Redemption Date, such Security may
be paid after deducting from the Redemption Price an amount equal to the face
amount of all such missing coupons, or the surrender of such missing coupon or
coupons may be waived by the Company and a paying agent located outside the
United States if there be furnished to the Company, the Trustee and such paying
agent such security or indemnity as they may require to save each of them and
any Paying Agent harmless. If thereafter the Holder of such Security shall
surrender to any Paying Agent any such missing coupon in respect of which a
deduction shall have been made from the Redemption Price, such Holder shall be
entitled to receive the amount so deducted; PROVIDED, HOWEVER, that interest
represented by coupons shall be payable only at an office or agency located
outside the United States (except as otherwise provided in Section 4.5) and,
unless otherwise specified as contemplated by Section 2.3(a), only upon
presentation and surrender of those coupons.

SECTION 3.5 DEPOSIT OF REDEMPTION PRICE. By or before 10:00 a.m. New
York City time on the Redemption Date, the Company shall deposit with the
Paying Agent (or if the Company or a Subsidiary or an Affiliate of either of
them

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is the Paying Agent, shall segregate and hold in trust) money sufficient to pay
the Redemption Price and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, of all Securities to be redeemed on that date
other than Securities or portions of Securities called for redemption which
prior thereto have been delivered by the Company to the Trustee for
cancellation. If such money is then held by the Company in trust and is not
required for such purpose, it shall be discharged from such trust.

SECTION 3.6 SECURITIES REDEEMED IN PART. Any Registered Security which is
to be redeemed only in part shall be surrendered at a Place of Payment therefor
(with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing), and upon such surrender, the Company shall execute and the Trustee
shall authenticate and deliver to the Holder of such Security a new Registered
Security or Securities of the same series and of like tenor, in an authorized
denomination as requested by such Holder, equal in aggregate Principal Amount to
and in exchange for the unredeemed portion of the Principal of the Security
surrendered.

ARTICLE IV

COVENANTS

SECTION 4.1 PAYMENT OF SECURITIES. The Company shall promptly make all
payments in respect of each series of Securities on the dates and in the manner
provided in the Securities and any coupons appertaining thereto and, to the
extent not otherwise so provided, pursuant to this Indenture. An installment of
Principal of or interest on the Securities shall be considered paid on the date
it is due if the Trustee or a Paying Agent (other than the Company or an
Affiliate of the Company) holds on that date funds (in the currency or
currencies of payment with respect to such Securities) designated for and
sufficient to pay such installment. Unless otherwise specified as contemplated
by Section 2.3(a) with respect to any series of Securities, any interest due on
Bearer Securities on or before Maturity shall be payable only upon presentation
and surrender of the several coupons for such interest installments as are
evidenced thereby as they severally mature. At the Company's option, payments
of Principal or interest may be made by check or

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by transfer to an account maintained by the payee subject, in the case of Bearer
Securities, to the provisions of Section 4.5.

SECTION 4.2 SEC REPORTS. The Company shall file with the Trustee, within
15 days after it files such annual and quarterly reports, information, documents
and other reports with the SEC, copies of its annual report and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the SEC may by rules and regulations prescribe) which the
Company is required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act. The Company also shall comply with the other provisions of TIA
Section 314(a).

SECTION 4.3 COMPLIANCE CERTIFICATE. The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year (beginning with the
fiscal year ending on SEPTEMBER 30, _____) an Officers' Certificate stating
whether or not the signers know of any Default that occurred during such period.
If they do, such Officers' Certificate shall describe the Default and its
status.

SECTION 4.4 FURTHER INSTRUMENTS AND ACTS. Upon request of the Trustee,
the Company will execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.

SECTION 4.5 MAINTENANCE OF OFFICE OR AGENCY. If Securities of a series
are issuable only as Registered Securities, the Company will maintain in each
Place of Payment for such series an office or agency where Securities of that
series may be presented or surrendered for payment, where Securities of that
series may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities of that
series and this Indenture may be served. If Securities of a series are issuable
as Bearer Securities, the Company will maintain (A) in the Borough of Manhattan,
the City of New York, an office or agency where any Registered Securities of
that series may be presented or surrendered for payment, where any Registered
Securities of that series may be surrendered for registration of transfer, where
Securities of that series may be surrendered for exchange, purchase or
redemption and where notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be served and where Bearer
Securities of that series and related coupons may be presented or surrendered
for payment in the circumstances described in the following paragraph (and not
otherwise), (B) subject to any laws

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or regulations applicable thereto, in a Place of Payment for that series which
is located outside the United States, an office or agency where Securities of
that series and related coupons may be presented and surrendered for payment
(including payment of any additional amounts payable on Securities of that
series pursuant to Section 4.6), and (C) subject to any laws or regulations
applicable thereto, in a Place of Payment for that series located outside the
United States an office or agency where any Registered Securities of that series
may be surrendered for registration of transfer, where Securities of that series
may be surrendered for exchange and where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
served. The office of the Trustee, at 14 Wall Street, 8th Floor, Window 2, New
York, New York 10005, Attention: Corporate Trust Administration, shall be such
office or agency for all of the aforesaid purposes unless the Company shall
maintain some other office or agency for such purposes and shall give prompt
written notice to the Trustee of the location, and any change in the location,
of such other office or agency. If at any time the Company shall fail to
maintain any such required office or agency in respect of any series of
Securities or shall fail to furnish the Trustee with the address thereof, such
presentations and surrenders of Securities of that series may be made and
notices and demands may be made or served at the address of the Trustee set
forth in Section 13.2, except that Bearer Securities of that series and the
related coupons may be presented and surrendered for payment (including payment
of any additional amounts payable on Bearer Securities of that series pursuant
to Section 4.6) at the place specified for that purpose as contemplated by
Section 2.3(a) or, if no such place is specified, at the main office of the
Trustee in London, and the Company hereby appoints the same as its agent to
receive such respective presentations, surrenders, notices and demands.

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United States maintained for such purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.

The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; PROVIDED, HOWEVER, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in accordance with the requirements set forth above for Securities of any series
for such purposes. The Company will give prompt written notice to the Trustee
of any such designation or rescission and of any change in the location of any
such other office or agency.

SECTION 4.6 ADDITIONAL AMOUNTS. If specified as contemplated by Section
2.3(a), the Securities of a series may provide for the payment of additional
amounts, and in such case, the Company will pay to the Holder of any Security of
such series or any coupon appertaining thereto additional amounts as provided
therein. Wherever in this Indenture there is mentioned, in any context, the
payment of the Principal of or any interest on, or in respect of, any Security
of any series or payment of any related coupon, such mention shall be deemed to
include mention of the payment of additional amounts provided for in this
Section to the extent that, in such context, additional amounts are, were or
would be payable in respect thereof pursuant to the provisions of this Section
and express mention of the payment of additional amounts (if applicable) in any
provisions hereof shall not be construed as excluding additional amounts in
those provisions hereof where such express mention is not made.

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Aliens without withholding for or on account of any tax, assessment or other
governmental charge described in the Securities of that series. If any such
withholding shall be required, then such Officers' Certificate shall specify by
country the amount, if any, required to be withheld on such payments to such
Holders of Securities or coupons and the Company will pay to the Trustee or such
Paying Agent the additional amounts required by the Securities of such series
and this Section. The Company covenants to indemnify the Trustee and any Paying
Agent for, and to hold them harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their part arising out of
or in connection with actions taken or omitted by any of them in reliance on any
Officers' Certificate furnished pursuant to this Section.

ARTICLE V

SUCCESSOR CORPORATION

SECTION 5.1 WHEN COMPANY MAY MERGE OR TRANSFER ASSETS. The Company shall
not consolidate with or merge with or into any other person or convey, transfer
or lease its properties and assets substantially as an entirety to any person,
unless:

(a) either (1) the Company shall be the continuing corporation or (2) the
person (if other than the Company) formed by such consolidation or into which
the Company is merged or the person which acquires by conveyance, transfer or
lease the properties and assets of the Company substantially as an entirety (i)
shall be a corporation, partnership or trust organized and validity existing
under the laws of the United States or any state thereof or the District of
Columbia and (ii) shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, all
of the obligations of the Company under the Securities and this Indenture;

(b) immediately after giving effect to such transaction, no Default shall
have occurred and be continuing; and

(c) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a supplemental indenture is
required in connection with such transaction, such supplemental indenture,
comply with this

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Article and that all conditions precedent herein provided for relating to such
transaction have been satisfied.

ARTICLE VI

DEFAULTS AND REMEDIES

SECTION 6.1 EVENTS OF DEFAULT. Unless otherwise specified as contemplated
by Section 2.3(a) with respect to any series of securities, an "EVENT OF
DEFAULT" occurs, with respect to each series of the Securities individually, if:

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the Company under any applicable federal or state law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Company or of any substantial part of its
property, or ordering the wind up or liquidation of its affairs, and any
such decree or order for relief shall continue to be in effect, or any such
other decree or order shall be unstayed and in effect, for a period of 60
consecutive days;

(5) any other Event of Default provided with respect to Securities of
that series.

"BANKRUPTCY LAW" means Title 11, United States Code, or any similar Federal
or state law for the relief of debtors. "CUSTODIAN" means any receiver,
trustee, assignee, liquidator, custodian or similar official under any
Bankruptcy Law.

A Default under clause (2) above is not an Event of Default until the
Trustee notifies the Company, or the Holders of at least 25% in aggregate
Principal Amount of the Outstanding Securities of such series notify the Company
and the Trustee, of the Default and the Company does not cure such Default
within the time specified in clause (2) above after receipt of such notice. Any
such notice must specify the Default, demand that it be remedied and state that
such notice is a "NOTICE OF DEFAULT."

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SECTION 6.2 ACCELERATION. If an Event of Default with respect to
Securities of any series at the time Outstanding (other than an Event of Default
specified in Section 6.1(3) or (4)) occurs and is continuing, the Trustee by
notice to the Company, or the Holders of at least 25% in aggregate Principal
Amount of the Outstanding Securities of that series by notice to the Company and
the Trustee, may declare the Principal Amount (or, if any of the Securities of
that series are Discount Securities, such portion of the Principal Amount of
such Securities as may be specified in the terms thereof) of all the Securities
of that series to be immediately due and payable. Upon such a declaration, such
Principal (or portion thereof) shall be due and payable immediately. If an
Event of Default specified in Section 6.1(3) or (4) occurs and is continuing,
the Principal (or portion thereof) of all the Securities of that series shall
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Securityholders. The Holders of a majority in
aggregate Principal Amount of the Outstanding Securities of any series, by
notice to the Trustee (and without notice to any other Securityholder) may
rescind an acceleration with respect to that series and its consequences if the
rescission would not conflict with any judgment or decree and all existing
Events of Default with respect to Securities of such series have been cured or
waived except nonpayment of the Principal (or portion thereof) of Securities of
such series that has become due solely as a result of such acceleration and if
all amounts due to the Trustee under Section 7.7 have been paid. No such
rescission shall affect any subsequent Default or impair any right consequent
thereto.

SECTION 6.3 OTHER REMEDIES. If an Event of Default with respect to a
series of Outstanding Securities occurs and is continuing, the Trustee may
pursue any available remedy to (a) collect the payment of the whole amount then
due and payable on such Securities for Principal and interest, with interest
upon the overdue Principal and, to the extent that payment of such interest
shall be legally enforceable, upon overdue installments of interest from the
date such interest was due, at the rate or rates prescribed therefor in such
Securities and, in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection, including amounts due the Trustee
under Section 7.7 or (b) enforce the performance of any provision of the
Securities or this Indenture.

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Default shall not impair the right or remedy or constitute a waiver of, or
acquiescence in, the Event of Default. No remedy is exclusive of any other
remedy. All available remedies are cumulative.

SECTION 6.4 WAIVER OF PAST DEFAULTS. The Holders of a majority in
aggregate Principal Amount of the Outstanding Securities of any series, by
notice to the Trustee (and without notice to any other Securityholder), may on
behalf of the Holders of all the Securities of such series and any related
coupons waive an existing Default with respect to such series and its
consequences except (1) an Event of Default described in Section 6.1(1) with
respect to such series or (2) a Default in respect of a provision that under
Section 9.2 cannot be amended without the consent of the Holder of each
Outstanding Security of such series affected. When a Default is waived, it is
deemed cured, but no such waiver shall extend to any subsequent or other Default
or impair any consequent right.

SECTION 6.5 CONTROL BY MAJORITY. The Holders of a majority in aggregate
Principal Amount of the Outstanding Securities of any series may direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or of exercising any trust or power conferred on the Trustee with
respect to the Securities of such series. However, the Trustee may refuse to
follow any direction that conflicts with law or this Indenture or that the
Trustee determines in good faith is unduly prejudicial to the rights of other
Securityholders or would involve the Trustee in personal liability.

SECTION 6.6 LIMITATION ON SUITS. A Holder of any Security of any series
or any related coupons may not pursue any remedy with respect to this Indenture
or the Securities unless:

(1) the Holder gives to the Trustee written notice stating that an
Event of Default with respect to the Securities of that series is
continuing;

(2) the Holders of at least 25% in aggregate Principal Amount of the
Outstanding Securities of that series make a written request to the Trustee
to pursue the remedy;

(3) such Holder or Holders offer to the Trustee reasonable security
or indemnity against any loss, liability or expense satisfactory to the
Trustee;

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(4) the Trustee does not comply with the request within 60 days after
receipt of the notice, the request and the offer of security or indemnity;
and

(5) the Holders of a majority in aggregate Principal Amount of the
Outstanding Securities of that series do not give the Trustee a direction
inconsistent with such request during such 60-day period.

A Securityholder may not use this Indenture to prejudice the rights of any
other Securityholder or to obtain a preference or priority over any other
Securityholder.

SECTION 6.7 RIGHTS OF HOLDERS TO RECEIVE PAYMENT. Notwithstanding any
other provision of this Indenture, the right, which is absolute and
unconditional, of any Holder of any Security or coupon to receive payment of the
Principal of and (subject to Section 2.13) interest on such Security or payment
of such coupon on the Stated Maturity or Maturities expressed in such Security
or coupon (or, in the case of redemption, on the Redemption Date) held by such
Holder, on or after the respective due dates expressed in the Securities or any
Redemption Date, or to bring suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected adversely without
the consent of each such Holder.

SECTION 6.8 COLLECTION SUIT BY TRUSTEE. If an Event of Default described
in Section 6.1(1) with respect to Securities of any series occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Company for the whole amount owing with respect to
such series of Securities and the amounts provided for in Section 7.7.

SECTION 6.9 TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the Principal of the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue
Principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

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(a) to file and prove a claim for the whole amount of Principal and
interest owing and unpaid in respect of the Securities and to file such other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel and any other
amount due the Trustee under Section 7.7) and of the Holders of Securities and
coupons allowed in such judicial proceeding, and

(b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;

SECTION 6.10 PRIORITIES. If the Trustee collects any money pursuant to
this Article 6, it shall pay out the money in the following order and, in case
of the distribution of such money on account of Principal or interest, upon
presentation of the Securities or coupons, or both, as the case may be, and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

FIRST: to the Trustee for amounts due under Section 7.7;

SECOND: to holders of Senior Indebtedness as provided in Article XII;

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preference or priority of any kind, according to the amounts due and payable on
such Securities and coupons for Principal and interest, respectively; and

FOURTH: the balance, if any, to the Company.

SECTION 6.11 UNDERTAKING FOR COSTS. In any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant (other than the Trustee) in the suit of
an undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 6.11 does not apply
to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7 or a suit
by Holders of more than 10% in aggregate Principal Amount of the Outstanding
Securities of any series, or to any suit instituted by any Holder of any
Security or coupon for the enforcement of the payment of the Principal of or
interest on any Security or the payment of any coupon on or after the Stated
Maturity or Maturities expressed in such Security or coupon (or, in the case of
redemption, on or after the Redemption Date).

SECTION 6.12 WAIVER OF STAY, EXTENSION OR USURY LAWS. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury or other law
wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

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ARTICLE VII

TRUSTEE

SECTION 7.1 DUTIES OF TRUSTEE.

(b) Except during the continuance of an Event of Default with respect to
Securities of any series:

(1) the Trustee need perform only those duties that are specifically
set forth in this Indenture and no others; and

(c) The Trustee may not be relieved from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct, except
that:

(1) this paragraph (c) does not limit the effect of paragraph (b) of
this Section 7.1;

(2) the Trustee shall not be liable for any error of judgment made in
good faith by a Trust Officer unless it is proved that the Trustee was
negligent in ascertaining the pertinent facts; and

(3) the Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.5.

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(d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section 7.1.

(e) The Trustee may refuse to perform any duty or exercise any right or
power or extend or risk its own funds or otherwise incur any financial liability
unless it receives indemnity satisfactory to it against any loss, liability or
expense.

SECTION 7.2 RIGHTS OF TRUSTEE. (a) The Trustee may rely on any document
believed by it to be genuine and to have been signed or presented by the proper
person. The Trustee need not investigate any fact or matter stated in the
document.

(b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel. The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on such
Officers' Certificate or Opinion of Counsel.

(c) The Trustee may act through agents and shall not be responsible for
the misconduct or negligence of any agent appointed with due care.

SECTION 7.3 INDIVIDUAL RIGHTS OF TRUSTEE, ETC. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
or coupons and may otherwise deal with the Company or its Affiliates with the
same rights it would have if it were not Trustee. Any Paying Agent, Registrar
or co-registrar or any other agent of the Company may do the same with like
rights. However, the Trustee must comply with Sections 7.10 and 7.11.

SECTION 7.4 TRUSTEE'S DISCLAIMER. The Trustee makes no representation as
to the validity or adequacy of this Indenture or the Securities or coupons. The
Trustee shall not be accountable for the Company's use of the proceeds from the

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Securities and, shall not be responsible for any statement in the registration
statement for the Securities under the Securities Act of 1933, as amended, or in
the Indenture or the Securities or any coupons (other than its certificate of
authentication) or for the determination as to which beneficial owners are
entitled to receive any notices hereunder.

SECTION 7.5 NOTICE OF DEFAULTS. If a Default with respect to the
Securities of any series occurs and is continuing and if it is known to the
Trustee, the Trustee shall give to each Holder of Securities of such series
notice of such Default in the manner set forth in TIA Section 315(b) within 90
days after it occurs. Except in the case of a Default described in Section
6.1(1) with respect to any Security of such series or a Default in the payment
of any sinking fund installment with respect to any Security of such series, the
Trustee may withhold the notice if and so long as a committee of its Trust
Officers in good faith determines that withholding the notice is in the
interests of the Holders of Securities of such series.

SECTION 7.6 REPORTS BY TRUSTEE TO HOLDERS. Within 60 days after each May
15 beginning with the May 15 following the date of this Indenture, the Trustee
shall mail to each Holder of Securities a brief report dated as of such May 15
that complies with TIA Section 313(a). The Trustee also shall comply with TIA
Section 313(b) and (c).

A copy of each report at the time of its mailing to Holders of Securities
shall be filed with the SEC and each stock exchange on which the Securities of
that series may be listed. The Company agrees to notify the Trustee whenever
the Securities of a particular series become listed on any stock exchange and of
any delisting thereof.

SECTION 7.7 COMPENSATION AND INDEMNITY. The Company agrees:

(a) to pay to the Trustee from time to time reasonable compensation for
all services rendered by it hereunder (which compensation shall not be limited
by any provision of law in regard to the compensation of a trustee of an express
trust);

(b) to reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture (including the reasonable compensation and the
expenses, advances and disbursements of its agents and counsel), except any such

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expense, disbursement or advance as may be attributable to its negligence or bad
faith; and

(c) to indemnify the Trustee for, and to hold it harmless against, any
loss, liability or expense incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of this
trust, including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder.

The Company's payment obligations pursuant to this Section 7.7 shall
survive the discharge of this Indenture. When the Trustee incurs expenses after
the occurrence of a Default specified in Section 6.1(3) or (4), the expenses are
intended to constitute expenses of administration under any Bankruptcy Law.

SECTION 7.8 REPLACEMENT OF TRUSTEE. The Trustee may resign by so
notifying the Company; PROVIDED, HOWEVER, no such resignation shall be effective
until a successor Trustee has accepted its appointment pursuant to this Section
7.8. The Holders of a majority in aggregate Principal Amount of the Outstanding
Securities of any series at the time outstanding may remove the Trustee with
respect to the Securities of such series by so notifying the Trustee and may
appoint a successor Trustee. The Company shall remove the Trustee if:

(1) the Trustee fails to comply with Section 7.10;

(2) the Trustee is adjudged bankrupt or insolvent;

(3) a receiver or public officer takes charge of the Trustee or its
property; or

(4) the Trustee otherwise becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, with respect to the Securities of one or more series,
the

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Company shall promptly appoint, by resolution of its Board of Directors, a
successor Trustee with respect to the Securities of that or those series (it
being understood that any such successor Trustee may be appointed with respect
to the Securities of one or more or all of such series and that at any time
there shall be only one Trustee with respect to the Securities of any series).

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ance, shall become vested with all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates; but, on request of the
Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates, subject,
nevertheless, to its lien, if any, provided for in Section 7.7.

SECTION 7.9 SUCCESSOR TRUSTEE BY MERGER. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation, the resulting,
surviving or transferee corporation without any further act shall be the
successor Trustee.

SECTION 7.10 ELIGIBILITY; DISQUALIFICATION. The Trustee shall at all
times satisfy the requirements of TIA Section 310(a)(1) and 310(a)(5). The
Trustee shall have a combined capital and surplus of at least $50,000,000 as set
forth in its most recent published annual report of condition. The Trustee
shall comply with TIA Section 310(b), including the optional provision permitted
by the second sentence of TIA Section 310(b)(9). In determining whether the
Trustee has conflicting interests as defined in TIA Section 310(b)(1), the
provisions contained in the proviso to TIA Section 310(b)(1) shall be deemed
incorporated herein.

SECTION 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. The
Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

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ARTICLE VIII

SATISFACTION AND DISCHARGE

SECTION 8.1 DISCHARGE OF LIABILITY ON SECURITIES. Except as otherwise
contemplated by Section 2.3(a), when (a) the Company delivers to the Trustee all
Outstanding Securities or all Outstanding Securities of any series, as the case
may be, theretofore authenticated and delivered and all coupons, if any,
appertaining thereto (other than (i) coupons appertaining to Bearer Securities
surrendered for exchange for Registered Securities and maturing after such
exchange, whose surrender is not required or has been waived as provided in
Section 2.8, (ii) Securities or Securities of such series, as the case may be,
and coupons, if any, which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 2.9, (iii) coupons, if any,
appertaining to Securities or Securities of such series, as the case may be,
called for redemption and maturing after the relevant Redemption Date, whose
surrender has been waived as provided in Section 3.4, and (iv) Securities or
Securities of such series, as the case may be, and coupons, if any, for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding
Securities have become due and payable and the Company deposits with the Trustee
cash sufficient to pay at Stated Maturity the Principal Amount of all Principal
of and interest on Outstanding Securities or all Outstanding Securities of such
series (other than Securities replaced pursuant to Section 2.9), and if in
either case the Company pays all other sums payable hereunder by the Company,
then this Indenture shall, subject to Section 7.7, cease to be of further effect
as to all Outstanding Securities or all Outstanding Securities of any series, as
the case may be. The Trustee shall join in the execution of a document prepared
by the Company acknowledging satisfaction and discharge of this Indenture on
demand of the Company accompanied by an Officers' Certificate and Opinion of
Counsel and at the cost and expense of the Company.

SECTION 8.2 REPAYMENT TO THE COMPANY. The Trustee and the Paying Agent
shall return to the Company on Company Request any money held by them for the
payment of any amount with respect to the Securities that remains unclaimed for
two years; PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before
being required to make any such return, may at the expense and direction of the
Company cause to be published once in an Authorized Newspaper in each Place of
Payment of or mail to each such Holder notice that such money remains

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unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication or mailing, any unclaimed money then
remaining wilt be returned to the Company. After return to the Company, Holders
entitled to the money must look to the Company for payment as general creditors
unless an applicable abandoned property law designates another person.

SECTION 8.3 OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE. Unless
otherwise specified as contemplated by Section 2.3(a) with respect to Securities
of a particular series, the Company, may at its option, by Board Resolution, at
any time, with respect to any series of Securities, elect to have either Section
8.4 or Section 8.5 be applied to all of the outstanding Securities of any series
(the "DEFEASED SECURITIES"), upon compliance with the conditions set forth below
in Article VIII.

SECTION 8.4 DEFEASANCE AND DISCHARGE. Upon the Company's exercise under
Section 8.3 of the option applicable to this Section 8.2, the Company shall be
deemed to have been discharged from its obligations with respect to the Defeased
Securities on the date the conditions set forth below are satisfied (hereinafter
"DEFEASANCE"). For this purpose, such defeasance means that the Company shall
be deemed to have paid and discharged the entire indebtedness represented by the
defeased Securities, which shall thereafter be deemed to be "outstanding" only
for the purposes of Sections 2.4, 2.5,2.6, 2.9, 2.11, 2.12, 4.1, 4.5, 6.6, 6.7,
7.7, 7.8 and 8.2 of this Indenture and to have satisfied all its other
obligations under such series of Securities and this Indenture insofar as such
series of Securities are concerned (and the Trustee, at the expense of the
Company, and, upon written request, shall execute proper instruments
acknowledging the same). Subject to compliance with this Article VIII, the
Company may exercise its option under this Section 8.4 notwithstanding the prior
exercise of its option under Section 8.5 with respect to a series of Securities.

SECTION 8.5 COVENANT DEFEASANCE. Upon the Company's exercise under
Section 8.3 of the option applicable this Section 8.5, the Company shall be
released from its obligations under Sections 4.2 and 4.3 and Article V and such
other provisions as may be provided as contemplated by Section 2.3(a) with
respect to Securities of a particular series and with respect to the Defeased
Securities on and after the date the conditions set forth below are satisfied
(hereinafter "COVENANT DEFEASANCE"), and the Defeased Securities shall
thereafter be deemed to be not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences if any
thereof) in connection with

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such covenants, but shall continue to be deemed "outstanding" for all other
purposes hereunder. For this purpose, such covenant defeasance means that, with
respect to the Defeased Securities, the Company may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in any such Section or Article, whether directly or indirectly, by reason
of any reference elsewhere herein to any such Section or Article or by reason of
any reference in any such Section or Article to any other provisions herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 6.1 but, except as specified above, the
remainder of this Indenture and such Defeased Securities shall be unaffected
thereby.

SECTION 8.6 CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The
following shall be the conditions to application of either Section 8.4 or
Section 8.5 to a series of outstanding Securities.

(b) The Company shall (i) have delivered an Opinion of Counsel that the
Company has met all of the conditions precedent to such defeasance and that
the Holders of the Securities of such series will not recognize income, gain
or loss for United States Federal income tax purposes as a result of such
defeasance, and will be subject to tax in the same manner as if no defeasance
and discharge or covenant defeasance, as the case may be, had occurred or
(ii) in the case of an election under Section 8.4 the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that (A) the
Company has received from, or there has been published by, the Internal
Revenue Service a ruling or (B) since the date this Indenture was first
executed, there has been a change in the applicable federal income tax law,
in either case to the effect that, and based thereon such Opinion of Counsel
in the United States shall confirm that, the holders of Outstanding Securi-

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ties of that particular series will not recognize income, gain or loss for
federal income tax purposes as a result of such defeasance.

ARTICLE IX

SUPPLEMENTAL INDENTURES

SECTION 9.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. Without
the consent of any Holders of Securities or coupons, the Company and the
Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:

(1) to evidence the succession of another corporation to the Company
and the assumption by any such successor of the covenants of the Company
herein and in the Securities; or

(4) to establish the form or terms of Securities of any series and
any related coupons as permitted by Sections 2.1 and 2.3(a), respectively;
or

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trusts hereunder by more than one Trustee, pursuant to the requirements of
Section 7.8; or

(6) to cure any ambiguity, defect or inconsistency; or

(8) to secure the Securities; or

(9) to make any other change that does not adversely affect the
rights of any Securityholder.

SECTION 9.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With the
written consent of the Holders of at least a majority in aggregate Principal
Amount of the Outstanding Securities of each series affected by such
supplemental indenture, the Company and the Trustee may amend this Indenture or
the Securities of any series or may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of the Securities of such
series and any related coupons under this Indenture; PROVIDED, HOWEVER, that no
such amendment or supplemental indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby:

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after the Stated Maturity thereof (or, in the case of redemption, on or
after the Redemption Date);

(3) make any change in the terms of the Subordination of the
Securities in a manner adverse to the Holders of any series of outstanding
Securities; or

SECTION 9.3 COMPLIANCE WITH TRUST INDENTURE ACT. Every supplemental
indenture executed pursuant to this Article shall comply with the TIA as then in
effect.

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SECTION 9.4 REVOCATION AND EFFECT OF CONSENTS, WAIVERS AND ACTIONS. Until
an amendment or waiver with respect to a series of Securities becomes effective,
a consent to it or any other action by a Holder of a Security of that series
hereunder is a continuing consent by the Holder and every subsequent Holder of
that Security or portion of that Security that evidences the same obligation as
the consenting Holder's Security, even if notation of the consent, waiver or
action is not made on the Security. However, any such Holder or subsequent
Holder may revoke the consent, waiver or action as to such Holder's Security or
portion of the Security if the Trustee receives the notice of revocation before
the Company or an agent of the Company certifies to the Trustee that the consent
of the requisite aggregate Principal Amount of the Securities of that series has
been obtained. After an amendment, waiver or action becomes effective, it shall
bind every Holder of Securities of that series.

SECTION 9.5 NOTATION ON OR EXCHANGE OF SECURITIES. Securities of any
series authenticated and delivered after the execution of any supplemental
indenture with respect to such series pursuant to this Article may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities of such series so modified as to conform, in the
opinion of the Trustee and the Board of Directors, to any such supplemental
indenture may be prepared and executed by the Company and authenticated and
delivered by the Trustee in exchange for outstanding Securities of that series.

SECTION 9.6 TRUSTEE TO SIGN SUPPLEMENTAL INDENTURES. The Trustee shall
sign any supplemental indenture authorized pursuant to this Article 9 if the
amendment does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may, but need not, sign it.
In signing such amendment, the Trustee shall be entitled to receive, and
(subject to the provisions

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of Section 7.1) shall be fully protected in relying upon, an Officers'
Certificate and an Opinion of Counsel stating that such amendment is authorized
or permitted by this Indenture.

SECTION 9.7 EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby, except
to the extent otherwise set forth thereon.

ARTICLE X

SINKING FUNDS

SECTION 10.1 APPLICABILITY OF ARTICLE. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of a
series, except as otherwise specified as contemplated by Section 2.3(a) for
Securities of such series.

SECTION 10.2 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES. The
Company (1) may deliver Outstanding Securities of a series with the same issue
date, interest rate and Stated Maturity (other than any previously called for
redemption), together in the case of any Bearer Securities of such series with
the same issue date, interest rate and Stated Maturity with all unmatured
coupons appertaining thereto, and (2) may apply as a credit Securities of a
series with the same issue date, interest rate and Stated Maturity which have
been redeemed either at the election of the Company pursuant to the terms of
such Securities or through

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the application of permitted optional sinking fund payments pursuant to the
terms of such Securities, in each case in satisfaction of all or any part of any
mandatory sinking fund payment with respect to the Securities of such series
with the same issue date, interest rate and Stated Maturity; PROVIDED that such
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

SECTION 10.3 REDEMPTION OF SECURITIES FOR SINKING FUND. Not less than 60
days (or such shorter period as shall be acceptable to the Trustee) prior to
each sinking fund payment date for any series of Securities, the Company will
deliver to the Trustee an Officers' Certificate specifying the amount of the
next ensuing sinking fund payment for that series pursuant to the terms of that
series, the portion thereof, if any, which is to be satisfied by payment of cash
and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities of that series pursuant to Section 10.2 and will also
deliver to the Trustee any Securities to be so delivered. Not less than 30 days
before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 3.2 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 3.3. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections 3.4
and 3.6.

ARTICLE XI

ACTIONS OF HOLDERS OF SECURITIES

SECTION 11.1 PURPOSES FOR WHICH MEETINGS MAY BE CALLED. A meeting of
Holders of Securities of any series may be called at any time and from time to
time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.

SECTION 11.2 CALL, NOTICE AND PLACE OF MEETINGS.

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(a) The Trustee may at any time call a meeting of Holders of Securities of
any series for any purpose specified in Section 11.1, to be held at such time
and at such place in the Borough of Manhattan, The City of New York or, for a
series of Securities issued as Bearer Securities, in London as the Trustee shall
determine or, with the approval of the Company, at any other place. Notice of
every meeting of Holders of Securities of any series, setting forth the time and
the place of such meeting and in general terms the action proposed to be taken
at such meeting, shall be given, in the manner provided in Section 13.2, not
less than 21 nor more than 180 days prior to the date fixed for the meeting.

SECTION 11.3 PERSONS ENTITLED TO VOTE AT MEETINGS. To be entitled to vote
at any meeting of Holders of Securities of any series, a person shall be (1) a
Holder of one or more Outstanding Securities of such series, or (2) a person
appointed by an instrument in writing as proxy for a Holder or Holders of one or
more Outstanding Securities of such series by such Holder or Holders. The only
persons who shall be entitled to be present or to speak at any meeting of
Holders of Securities of any series shall be the persons entitled to vote at
such meeting and their counsel, any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel.

SECTION 11.4 QUORUM; ACTION. The persons entitled to vote a majority in
Principal Amount of the Outstanding Securities of a series shall constitute a
quorum for a meeting of Holders of Securities of such series. In the absence of
a quorum within 30 minutes of the time appointed for any such meeting, the
meeting

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shall, if convened at the request of Holders of Securities of such series, be
dissolved. In any other case, the meeting may be adjourned for a period
determined by the chairman of the meeting prior to the adjournment of such
meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period determined by the
chairman of the meeting prior to the adjournment of such adjourned meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided in
Section 11.2(a), except that such notice need be given only once not less than
five days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of an adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the Outstanding
Securities of such series which shall constitute a quorum.

SECTION 11.5 DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
MEETINGS.

(a) Notwithstanding any other provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of a series in regard to proof of the holding of
Securities of such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certifi-

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cates and other evidence of the right to vote, and such other matters concerning
the conduct of the meeting as it shall deem appropriate. Except as otherwise
permitted or required by any such regulations, the holding of Securities shall
be proved in the manner specified in Section 11.7 and the appointment of any
proxy shall be proved in the manner specified in Section 11.7 or by having the
signature of the person executing the proxy witnessed or guaranteed by any trust
company, bank or banker authorized by Section 11.7 to certify to the holding of
Bearer Securities. Such regulations may provide that written instruments
appointing proxies, regular on their face, may be presumed valid and genuine
without the proof specified in Section 11.7 or other proof.

(b) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 11.2(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the persons entitled to vote a majority in Principal Amount of the
Outstanding Securities of such series represented at the meeting.

SECTION 11.6 COUNTING VOTES AND RECORDING ACTION OF MEETINGS. The vote
upon any resolution submitted to any meeting of Holders of Securities of any
series shall be by written ballots on which shall be subscribed signatures of
the Holders of Securities of such series or of their representatives by proxy
and the Principal Amounts and serial numbers of the Outstanding Securities of
such series held or represented by them. The permanent chairman of the meeting
shall appoint

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two inspectors of votes who shall count all votes cast at the meeting for or
against any resolution and who shall make and file with the secretary of the
meeting their verified written reports in duplicate of all votes cast at the
meeting. A record, at least in duplicate, of the proceedings of each meeting of
Holders of Securities of any series shall be prepared by the secretary of the
meeting and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or
more persons having knowledge of the facts setting forth a copy of the notice of
the meeting and showing that said notice was given as provided in Section 11.2
and, if applicable, Section 11.4. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

SECTION 11.7 ACTIONS OF HOLDERS GENERALLY.

(a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing.
If Securities of a series are issuable as Bearer Securities, any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders of such series may,
alternatively, be embodied in and evidenced by the record of Holders of
Securities of such series voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Securities of
such series duly called and held in accordance with the provisions of this
Article, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee
and, where it is hereby expressly required, to the Company. Proof of execution
of any such instrument or of a writing appointing any such agent, or of the
holding by any person of a Security, shall be sufficient for any purpose of this
Indenture and (subject to Section 7.1) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section. The record of any
meeting of Holders of Securities shall be proved in the manner provided in
Section 11.6.

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(c) The Principal Amount and serial numbers of Registered Securities held
by the person, and the date of holding the same, shall be proved by the books of
the Registrar.

(d) The Principal Amount and serial numbers of Bearer Securities held by
any person, and the date of holding the same, may be proved by the production of
such Bearer Securities or by a certificate executed by any trust company, bank,
banker or other depositary, wherever situated, as depositary, if such
certificate shall be deemed by the Trustee to be satisfactory, showing that at
the date therein mentioned such person had on deposit with such depositary, or
exhibited to it, the Bearer Securities therein described; or such facts may be
proved by the certificate or affidavit of the person holding such Bearer
Securities, if such certificate or affidavit is deemed by the Trustee to be
satisfactory. The Trustee and the Company may assume that such ownership of any
Bearer Security continues until (1) another certificate or affidavit bearing a
later date issued in respect of the same Bearer Security is produced, or (2)
such Bearer Security is produced to the Trustee by some other person, or (3)
such Bearer Security is surrendered in exchange for a Registered Security, or
(4) such Bearer Security is no longer Outstanding. The Principal Amount and
serial numbers of Bearer Securities held by any person, and the date of holding
the same, may also be proved in any other manner which the Trustee deems
sufficient.

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notice, consent, waiver or such other act, but the Company shall have no
obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other act may be given
before or after such record date, but only the Holders of record at the close of
business on such record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite percentage of Outstanding
Securities or Outstanding Securities of a series, as the case may be, have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other act, and for that purpose the
Outstanding Securities or Outstanding Securities of the series, as the case may
be, shall be computed as of such record date; PROVIDED, that no such
authorization, agreement or consent by the Holders on the record date shall be
deemed effective unless such request, demand, authorization, direction, notice,
consent, waiver or other act shall become effective pursuant to the provisions
of clause (a) of this Section 11.7 not later than six months after the record
date.

ARTICLE XII

SUBORDINATION

SECTION 12.1 SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS. Unless
otherwise specified as contemplated by Section 2.3(a), the Securities shall be
subordinated to Senior Indebtedness as set forth in this Article XII. The
Company covenants and agrees, and each Holder of a Security of any series by
such Holder's acceptance thereof likewise covenants and agrees, that, to the
extent and in the manner hereinafter set forth in this Article XII, the
indebtedness represented by the Securities and the payment of the Principal
Amount, interest and such other amounts as provided for in Section 2.3(a), if
any, in respect of each and all of the Securities are hereby expressly made
subordinate and subject in right of payment to the prior payment in full of all
Senior Indebtedness.

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ter incurred, assumed or guaranteed and all renewals, extensions and refundings
of any such Debt of the Company; provided, however, that the following will not
constitute Senior Indebtedness:

(a) any Debt of the Company as to which, in the instrument creating the
same or evidencing the same or pursuant to which the same is outstanding, it is
expressly provided that such Debt of the Company shall be subordinated to any
other Debt of the Company, unless such Debt of the Company expressly provides
that such Debt of the Company shall be senior in right of payment to the
Securities;

(b) any Debt of the Company which by its terms states that such Debt of
the Company shall not be senior in right of payment to the Securities;

(d) any Debt of the Company to any Affiliate of the Company or a
Subsidiary of the Company.

SECTION 12.2 PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC. Upon any
distribution of assets of the Company in the event of:

(b) any liquidation, dissolution or other winding up of the Company,
whether voluntary or involuntary and whether or not involving insolvency or
bankruptcy, or

then and in such event

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account of the Principal Amount, interest or such other amounts as may be
provided for in Section 2.3(a), if any, in respect of the Securities; and

For purposes of this Article XII only, the words "CASH, PROPERTY OR
SECURITIES," or any combination thereof, shall not be deemed to include shares
of

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Capital Stock of the Company as reorganized or readjusted, or securities of the
Company or any other corporation provided for by a plan of reorganization or
readjustment the payment of which is subordinated, at least to the extent
provided in this Article XII with respect to the Securities, to the payment of
all Senior Indebtedness which may at the time be outstanding; PROVIDED, HOWEVER,
that (i) Senior Indebtedness is assumed by the new corporation, if any,
resulting from any such reorganization or readjustment, and (ii) the rights of
the holders of the Senior Indebtedness are not, without the consent of such
holders, altered, in any manner adverse to such holders, by such reorganization
or readjustment.

SECTION 12.3 ACCELERATION OF SECURITIES. In the event that any Securities
are declared due and payable before their Stated Maturity pursuant to Section
6.2, then and in such event the Company shall promptly notify holders of Senior
Indebtedness of such acceleration. The Company may not pay the Securities until
120 days have passed after such acceleration occurs and may thereafter pay the
Securities if this Article XII permits the payment at that time.

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The provisions of this Section 12.3 shall not apply to any payment with
respect to which Section 12.2 would be applicable.

SECTION 12.4 DEFAULT IN SENIOR INDEBTEDNESS. The Company may not make any
payment of the Principal Amount, interest or other such amounts as may be
provided for in Section 2.3(a), if any, in respect of the Securities and may not
acquire any Securities for cash or property (other than for Capital Stock of the
Company) if:

(1) a default on Senior Indebtedness occurs and is continuing that
permits holders of such Senior Indebtedness to accelerate its maturity; and

The Company may resume payments on the Securities and may acquire
Securities if and when:

(A) the default is cured or waived; or

(B) 120 or more days pass after the receipt by the Company of the
notice described in clause (2) above and the default is not then the
subject of judicial proceedings; and

this Article XII otherwise permits the payment or acquisition at that time.

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The provisions of this Section 12.4 shall not apply to any payment with
respect to which Section 12.2 would be applicable.

SECTION 12.5 PAYMENT PERMITTED IF NO DEFAULT. Nothing contained in this
Article XII or elsewhere in this Indenture or in any of the Securities shall
prevent (a) the Company, at any time except during the pendency of any case,
proceeding, dissolution, liquidation or other winding up, assignment for the
benefit of creditors or other marshalling of assets and liabilities of the
Company referred to in Section 12.2 or under the conditions described in Section
12.3 or 12.4, from making payments at any time of the Principal Amount, interest
or such other amounts as may be provided for in Section 2.3(a), if any, as the
case may be, in respect of the Securities, or (b) the application by the Trustee
or the retention by any Holder of any money deposited with it hereunder to the
payment of or on account of the Principal Amount, interest or such other amounts
as may be provided for in Section 2.3(a), if any, as the case may be, in respect
of the Securities if the Trustee did not have, at the time provided in the
proviso to the first paragraph of Section 12.10, notice that such payment would
have been prohibited by the provisions of this Article XII.

SECTION 12.6 SUBROGATION RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS.
Subject to the payment in full of all Senior Indebtedness, the Holders of the
Securities shall be subrogated to the extent of the payments or distributions
made to the holders of such Senior Indebtedness pursuant to the provisions of
this Article XII to the rights of the holders of such Senior Indebtedness to
receive payments or distributions of cash, property or securities applicable to
the Senior Indebtedness until the Principal Amount, interest or such other
amounts as provided for in Section 2.3(a), if any, as the case may be, in
respect of the Securities shall be paid in full. For purposes of such
subrogation, no payments or distributions to the holders of the Senior
Indebtedness of any cash, property or securities to which the Holders of the
Securities or the Trustee would be entitled except for the provisions of this
Article XII, and no payments pursuant to the provisions of this Article XII to
the Company or to the holders of Senior Indebtedness by Holders of the
Securities or the Trustee, shall, as between the Company, its creditors other
than holders of Senior Indebtedness and the Holders of the Securities, be deemed
to be a payment or distribution by the Company to or on account of the Senior
Indebtedness.

SECTION 12.7 PROVISION SOLELY TO DEFINE RELATIVE RIGHTS. The provisions
of this Article XII are and are intended solely for the purpose of defining the

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relative rights of the Holders of the Securities, on one hand, and the holders
of Senior Indebtedness, on the other hand. Nothing contained in this Article XII
or elsewhere in this Indenture or in the Securities is intended to or shall:

(b) affect the relative rights against the Company of the Holders of the
Securities and creditors of the Company other than holders of Senior
Indebtedness; or

SECTION 12.8 TRUSTEE TO EFFECTUATE SUBORDINATION. Each Holder of a
Security by such Holder's acceptance thereof authorizes and directs the Trustee
on such Holder's behalf to take such action as may be necessary or appropriate
to effectuate the subordination provided in this Article XII and appoints the
Trustee such Holder's attorney-in-fact for any and all such purposes.

SECTION 12.9 NO WAIVER OF SUBORDINATION PROVISIONS. No right of any
present or future holder of any Senior Indebtedness to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company or by any act or failure to
act, in good faith, by any such holder, or by any noncompliance by the Company
with the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof any such holder may have or be otherwise charged with.

Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Indebtedness may, at any time and from time to time, without
the

75
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consent of, or notice to, the Trustee or the Holders of the Securities, without
incurring responsibility to the Holders of the Securities and without impairing
or releasing the subordination provided in this Article XII or the obligations
hereunder of the Holders of the Securities to the holders of Senior
Indebtedness, do any one or more of the following: (i) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, Senior
Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness
or any instrument evidencing the same or any agreement under which Senior
Indebtedness is outstanding; (ii) sell, exchange, release or otherwise dispose
of any property pledged, mortgaged or otherwise securing Senior Indebtedness;
(iii) release any person liable in any manner for the collection of Senior
Indebtedness and (iv) exercise or refrain from exercising any rights against the
Company or any other person.

SECTION 12.10 NOTICE TO TRUSTEE. The Company shall give prompt written
notice to the Trustee of any fact known to the Company which would prohibit the
making of any payment to or by the Trustee in respect of the Securities.
Failure to give such notice shall not affect the subordination of the Securities
to Senior Indebtedness. Notwithstanding the provisions of this Article XII or
any other provision of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts which would prohibit the making of any
payment to or by the Trustee in respect of the Securities, unless and until the
Trustee shall have received written notice thereof at the address specified in
Section 13.2 from the Company or a holder of Senior Indebtedness or from any
trustee or agent therefor; and, prior to the receipt of any such written notice,
the Trustee, subject to the provisions of Section 7.1, shall be entitled in all
respects to assume that no such facts exist; provided, however, that if a Trust
Officer of the Trustee shall not have received, at least three Business Days
prior to the date upon which by the terms hereof any such money may become
payable for any purpose (including, without limitation, the payment of the
Principal Amount, interest or such other amounts as may be provided for in
Section 2.3(a), if any, as the case may be, in respect of any Security), the
notice with respect to such money provided for in this Section 12.10, then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purpose for which such money was received and shall not be affected by any
notice to the contrary which may be received by it within three Business Days
prior to such date.

Subject to the provisions of Section 7.1, the Trustee shall be entitled to
rely on the delivery to it of a written notice by a person representing himself
to be a

76
<PAGE>

holder of Senior Indebtedness (or a trustee or agent on behalf of such holder)
to establish that such notice has been given by a holder of Senior Indebtedness
(or a trustee or agent on behalf of any such holder). In the event that the
Trustee determines in good faith that further evidence is required with respect
to the right of any person as a holder of Senior Indebtedness to participate in
any payment or distribution pursuant to this Article XII, the Trustee may
request such person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Indebtedness held by such person, the extent
to which such person is entitled to participate in such payment or distribution
and any other facts pertinent to the rights of such person under this Article
XII, and if such evidence is not furnished, the Trustee may defer any payment
which it may be required to make for the benefit of such person pursuant to the
terms of this Indenture pending judicial determination as to the right of such
person to receive such payment.

SECTION 12.11 RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING
AGENT. Upon any payment or distribution of assets of the Company referred to in
this Article XII, the Trustee, subject to the provisions of Section 7.1, and the
Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit
of creditors, agent or other person making such payment or distribution,
delivered to the Trustee or to the Holders of Securities, for the purpose of
ascertaining the persons entitled to participate in such payment or
distribution, the holders of Senior Indebtedness and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article
XII.

SECTION 12.12 TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS.
The Trustee shall not be deemed to owe any fiduciary duty to the holders of
Senior Indebtedness and shall not be liable to any such holders if the Trustee
shall in good faith mistakenly pay over or distribute to Holders of Securities
or to the Company or to any other person cash, property or securities to which
any holders of Senior Indebtedness shall be entitled by virtue of this Article
XII or otherwise. The Trustee shall not be charged with knowledge of the
existence of Senior Indebtedness or of any facts that would prohibit any payment
hereunder unless a Trust Officer of the Trustee shall have received notice to
that effect at the address of the Trustee set forth in Section 13.2. With
respect to the holders of Senior

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<PAGE>

Indebtedness, the Trustee undertakes to perform or to observe only such of its
covenants or obligations as are specifically set forth in this Article XII and
no implied covenants or obligations with respect to holders of Senior
Indebtedness shall be read into this Indenture against the Trustee.

SECTION 12.13 RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS;
PRESERVATION OF TRUSTEE'S RIGHTS. The Trustee in its individual capacity shall
be entitled to all the rights set forth in this Article XII with respect to any
Senior Indebtedness which may at any time be held by it, to the same extent as
any other holder of Senior Indebtedness, and nothing in this Indenture shall
deprive the Trustee of any of its rights as such holder.

Nothing in this Article XII shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 7.7.

SECTION 12.14 ARTICLE XII APPLICABLE TO PAYING AGENTS. The term "Trustee"
as used in this Article XII shall (unless the context otherwise requires) be
construed as extending to and including the Paying Agent within its meaning as
fully for all intents and purposes as if the Paying Agent were named in this
Article XII in addition to or in place of the Trustee; provided, however, that
Sections 12.10 and 12.12 shall not apply to the Company or any Affiliate of the
Company if it or such Affiliate acts as Paying Agent.

ARTICLE XIII

MISCELLANEOUS

SECTION 13.1 TRUST INDENTURE ACT CONTROLS. If any provision of this
Indenture limits, qualifies or conflicts with another provision hereof which is
required to be included in this Indenture by the TIA, the required provision
shall control.

SECTION 13.2 NOTICES. Any notice or communication shall be in writing and
delivered in person or mailed by first-class mail, postage prepaid; PROVIDED,
that any notice or communication by and among the Trustee and the Company may be
made by telecopy or other commercially accepted electronic means and shall be
effective upon receipt thereof and shall be confirmed in writing, mailed by
first-class mail, postage prepaid, and addressed as follows:

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<PAGE>

if to the Company:

The Walt Disney Company
500 South Buena Vista Street
Burbank, CA 91521

Attention: Legal Department

if to the Trustee:

The First National Bank of Chicago
One First National Plaza
Suite 0126
Chicago, IL 60670-0126

Attention: Corporate Trust Services Division

The Company or the Trustee by notice to the other may designate additional
or different addresses for subsequent notices or communications.

79
<PAGE>

In case by reason of the suspension of regular mail service or by reason
of any other cause it shall be impracticable to give notice to Holders of
Registered Securities by mail, then such notification as shall be made with
the acceptance of the Trustee shall constitute a sufficient notification for
every purpose hereunder. In any case where notice to Holders of Registered
Securities is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder of a Registered
Security shall affect the sufficiency of such notice with respect to other
Holders of Registered Securities or the sufficiency of any notice to Holders
of Bearer Securities given as provided herein.

SECTION 13.3 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS. Securityholders
may communicate pursuant to TIA Section 312(b) with other Securityholders with
respect to their rights under this Indenture or the Securities. The Company and
the Trustee, the Registrar or the Paying Agent with respect to a

80
<PAGE>

particular series of Securities, and anyone else, shall have the protection of
TIA Section 312(c).

SECTION 13.4 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT. Upon any
request or application by the Company to the Trustee to take any action under
this Indenture, the Company shall furnish to the Trustee:

(1) an Officers' Certificate stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; and

(2) an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.

SECTION 13.5 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION. Each
Officers' Certificate or Opinion of Counsel with respect to compliance with a
covenant or condition provided for in this Indenture shall include:

(1) statement that each person making such Officers' Certificate or
Opinion of Counsel has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
Officers' Certificate or Opinion of Counsel are based;

(4) a statement that, in the opinion of such person, such covenant or
condition has been complied with.

SECTION 13.6 SEPARABILITY CLAUSE. In case any provision in this Indenture
or in the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

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<PAGE>

SECTION 13.7 RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR. With respect
to the Securities of a particular series, the Trustee with respect to such
series of Securities may make reasonable rules for action by or a meeting of
Holders of such series of Securities. With respect to the Securities of a
particular series, the Registrar and the Paying Agent with respect to such
series of Securities may make reasonable rules for their functions.

SECTION 13.8 LEGAL HOLIDAYS. A "LEGAL HOLIDAY" is any day other than a
Business Day. If any specified date (including an Interest Payment Date,
Redemption Date or Stated Maturity of any Security, or a date for giving notice)
is a Legal Holiday at any Place of Payment or place for giving notice, then
(notwithstanding any other provision of this Indenture or of the Securities or
coupons other than a provision in the Securities of any series which
specifically states that such provision shall apply in lieu of this Section)
payment of interest or Principal need not be made at such Place of Payment, or
such other action need not be taken, on such date, but the action shall be taken
on the next succeeding day that is not a Legal Holiday at such Place of Payment
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity or such other date and to the extent
applicable no Original Issue Discount or interest, if any, shall accrue for the
intervening period.

SECTION 13.9 GOVERNING LAW AND JURISDICTION. THIS INDENTURE AND THE
SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, INCLUDING WITHOUT LIMITATION Sections 5-1401, 5-1402 AND
NYCPLR 327(b), THE COMPANY, THE TRUSTEE, AND EACH HOLDER OF A SECURITY (BY
ACCEPTANCE THEREOF) THEREBY, (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE
FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE
CITY OF NEW YORK IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING RELATED TO
THIS INDENTURE, (II) IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF PERSONAL
JURISDICTION IN SUCH SUITS AND (III) IRREVOCABLY WAIVES TO THE FULLEST EXTENT IT
MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING BROUGHT
IN THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK AND THAT SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM.

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<PAGE>

SECTION 13.10 NO RECOURSE AGAINST OTHERS. A director, officer, employee
or stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Holder of such Security shall waive and
release all such liability. The waiver and release shall be part of the
consideration for the issue of the Securities.

SECTION 13.11 SUCCESSORS. All agreements of the Company in this Indenture
and the Securities shall bind its successor. All agreements of the Trustee in
this Indenture shall bind its successor.

SECTION 13.12 EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

SECTION 13.13 BENEFITS OF INDENTURE. Nothing in this Indenture or in the
Securities, express or implied, shall give to any person, other than the parties
hereto and their successors hereunder and the Holders of Securities, any
benefits or any legal or equitable right, remedy or claim under this Indenture.

SECTION 13.14 MULTIPLE ORIGINALS. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement. One signed copy is enough to prove
this Indenture.

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<PAGE>

THE WALT DISNEY COMPANY

By:
---------------------------------
Name:
Title:

Attest:

- -----------------------------------
Name:
Title:

THE FIRST NATIONAL BANK
OF CHICAGO, as Trustee

By:
---------------------------------
Name:
Title:

Attest:

- -----------------------------------
Name:
Title:

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<PAGE>

EXHIBIT A

CERTIFICATE

This is to certify that, based on certificates we have received from our
member organizations substantially in the form set out in the Indenture
relating to the above-captioned Securities, as of the date hereof, U.S.$
principal amount of the above-captioned Securities acquired from The
Walt Disney Company (i) is owned by persons that are not United States
persons (as defined below), (ii) is owned by United States persons that are
(a) foreign branches of United States financial institutions (as defined in
United States Treasury Regulations Section 1.165-12(c)(1)(iv) ("financial
institutions")) purchasing for their own account or for resale or (b) United
States persons who acquired the Securities through foreign branches of United
States financial institutions and who hold the Securities through such
financial institutions on the date hereof (and in the case of either clause
(a) or (b), each financial institution has agreed for the benefit of The Walt
Disney Company to comply with the requirements of Section 165(j)(3)(A), (B)
or (C) of the United States Internal Revenue Code of 1986, as amended, and
the regulations thereunder) or (iii) is owned by financial institutions for
purposes of resale during the restricted period (as defined in United States
Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)). Financial institutions
described in clause (iii) of the preceding sentence (whether or not also
described in clause (i) or (ii)) have certified that they have not acquired
the Securities for purposes of resale directly or indirectly to United States
persons or to persons within the United States or its possessions.

As used in this Certificate, "United States persons" means citizens or
residents of the United States, corporations, partnerships or other entities
created or organized in or under the laws of the United States or any
political subdivision thereof, estates the income of which is subject to
United States Federal income taxation regardless of the source, or a trust
whose administration is subject to the primary supervision of a United States
court and which has one or more United States persons who have the authority
to control all substantial decisions of the trust; "United States" means the
United States of America (including the States and the District of Columbia),
its territories, its possessions and other areas subject to its jurisdiction;
and its "possessions" include Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands.

A-1
<PAGE>

from any of our member organizations to the effect that the statements made by
such member organizations with respect to any portion of the part submitted
herewith for exchange are no longer true and cannot be relied upon as of the
date hereof.

We understand that this certificate is required in connection with certain
tax laws of the United States. In connection therewith, if administrative or
legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate to any interested party in such proceedings. We agree to
retain each statement provided by a member organization for a period of four
calendar years following the year in which the statement is received.

Dated: ______, 19___*
*To be dated no
earlier than the
Exchange Date.

[MORGAN GUARANTY TRUST
COMPANY
OF NEW YORK, BRUSSELS OFFICE,
AS OPERATOR OF THE EUROCLEAR
CLEARANCE SYSTEM]

[CEDEL BANK SOCIETE ANONYME]

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

A-2

<PAGE>

EXHIBIT 4.6

FORM OF DEBT SECURITIES WARRANT AGREEMENT
- -------------------------------------------------------------------------------

THE WALT DISNEY COMPANY

AND

-----------------------,
AS WARRANT AGENT

-----------------
WARRANT AGREEMENT
-----------------

DATED AS OF
------------

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

<PAGE>

PAGE
----

TABLE OF CONTENTS (1)
---------------------

Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE I

ISSUANCE, EXECUTION AND COUNTERSIGNATURE
OF WARRANT CERTIFICATES

Section 1.1 Issuance of Warrant Certificates. . . . . . . . . . . 2
Section 1.2 Form of Warrant Certificates. . . . . . . . . . . . . 2
Section 1.3 Execution and Authentication of Warrant Certificates. 2
Section 1.4 Temporary Warrant Certificates. . . . . . . . . . . . 3
Section 1.5 Payment of Taxes. . . . . . . . . . . . . . . . . . . 4
Section 1.6 Definition of Holder. . . . . . . . . . . . . . . . . 4

ARTICLE II

WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

Section 2.1 Warrant Price . . . . . . . . . . . . . . . . . . . . 5
Section 2.2 Duration of Warrants. . . . . . . . . . . . . . . . . 5
Section 2.3 Exercise of Warrants. . . . . . . . . . . . . . . . . 5

ARTICLE III

OTHER TERMS OF WARRANTS

Section 3.1 [Call of Warrants by the Company]. . . . . . . . . . 7

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

(1) The Table of Contents is not a part of the Warrant Agreement.

<PAGE>

PAGE
----

ARTICLE IV

[REGISTRATION,] EXCHANGE, TRANSFER AND
SUBSTITUTION OF WARRANT CERTIFICATES

Section 4.1 [Registration,] Exchange and Transfer of
Warrant Certificates . . . . . . . . . . . . . . . . 7
Section 4.2 Mutilated, Destroyed, Lost or Stolen Warrant
Certificates . . . . . . . . . . . . . . . . . . . . 8
Section 4.3 Persons Deemed Owners. . . . . . . . . . . . . . . . . 9
Section 4.4 Cancellation of Warrant Certificates . . . . . . . . . 9

ARTICLE V

OTHER PROVISIONS RELATING TO RIGHTS
OF HOLDERS OF WARRANT CERTIFICATES

Section 5.1 No Rights as Holders of Warrant Debt Securities
Conferred by Warrants or Warrant Certificates. . . . 10
Section 5.2 Holder of Warrant Certificate May Enforce Rights . . . 10

ARTICLE VI

CONCERNING THE WARRANT AGENT

Section 6.1 Warrant Agent . . . . . . . . . . . . . . . . . . . . . 10
Section 6.2 Conditions of Warrant Agent's Obligations . . . . . . . 10
Section 6.3 Resignation, Removal and Appointment of Successor . . . 12

ARTICLE VII

MISCELLANEOUS

Section 7.1 Consolidations and Mergers of the Company and
Sales, Leases and Conveyances Permitted Subject to
Certain Conditions. . . . . . . . . . . . . . . . . . 14
Section 7.2 Rights and Duties of Successor Corporation. . . . . . . 14
Section 7.3 Amendment . . . . . . . . . . . . . . . . . . . . . . . 14
Section 7.4 Notice and Demands to the Company and Warrant Agent . . 15
Section 7.5 Notices to Warrantholders . . . . . . . . . . . . . . . 15
Section 7.6 Addresses . . . . . . . . . . . . . . . . . . . . . . . 15

<PAGE>

PAGE
----

Section 7.7 Governing Law . . . . . . . . . . . . . . . . . . . . . 16
Section 7.8 Delivery of Prospectus. . . . . . . . . . . . . . . . . 16
Section 7.9 Obtaining of Governmental Approvals . . . . . . . . . . 16
Section 7.10 Persons Having Rights under Warrant Agreement . . . . . 16
Section 7.11 Headings. . . . . . . . . . . . . . . . . . . . . . . . 16
Section 7.12 Counterparts. . . . . . . . . . . . . . . . . . . . . . 16
Section 7.13 Inspection of Agreement . . . . . . . . . . . . . . . . 16
Testimonium. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Exhibit A - Form of Warrant Certificate. . . . . . . . . . . . . . . . A-1

iii

<PAGE>

THIS WARRANT AGREEMENT, dated as of __________, between The Walt
Disney Company, a corporation duly organized and existing under the laws of
the State of Delaware (the "Company") and _____________________, a
[corporation][national banking association] organized and existing under the
laws of _______________, as Warrant Agent (herein called the "Warrant Agent").

WHEREAS, the Company has entered into an Indenture (the
"Indenture") dated as of ____________, ____ with [ ] as
trustee (such trustee, and any successors to such trustee, herein called the
"Trustee"), providing for the issuance from time to time, in one or more
series, of its [Senior] [Senior Subordinated] [Subordinated] Debt Securities;
and

WHEREAS, the Company proposes to sell [IF OFFERED DEBT SECURITIES
AND WARRANTS -- [title of Debt Securities being offered] (the "Offered Debt
Securities") with] warrant certificates (such warrant certificates and other
warrant certificates issued pursuant to this Agreement herein called the
"Warrant Certificates") evidencing one or more warrants ("Warrants" or,
individually, a "Warrant") representing the right to purchase [title of Debt
Securities purchasable through exercise of Warrants] (the "Warrant Debt
Securities"); and

WHEREAS, the Company desires the Warrant Agent to act on behalf of
the Company, and the Warrant Agent is willing to so act, in connection with
the issuance, exchange, exercise and replacement of the Warrant Certificates,
and in this Agreement wishes to set forth, among other things, the form and
provisions of the Warrant Certificates and the terms and conditions on which
they may be issued, exchanged, exercised and replaced;

NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:

<PAGE>

ARTICLE I

ISSUANCE, EXECUTION AND COUNTERSIGNATURE
OF WARRANT CERTIFICATES

Section 1.1 ISSUANCE OF WARRANT CERTIFICATES. [IF WARRANTS ALONE --
Upon issuance, each Warrant Certificate shall evidence one or more Warrants.]
[IF OFFERED DEBT SECURITIES AND WARRANTS -- Warrant Certificates shall be
[initially] issued in units with the Offered Debt Securities and shall [not]
be separately transferable [before ____________, 19__ (the "Detachable Date")].
Each such unit shall consist of a Warrant Certificate or Certificates
evidencing an aggregate of ____ Warrants for each $___________ principal
amount of Offered Debt Securities.] Each Warrant evidenced thereby shall
represent the right, subject to the provisions contained herein and therein,
to purchase Warrant Debt Securities in the aggregate principal amount of
$________.

Section 1.2 FORM OF WARRANT CERTIFICATES. The Warrant Certificates
(including the Form[s] of Exercise [and Assignment] to be set forth on the
reverse thereof) shall be in substantially the form set forth in Exhibit A
hereto, shall be printed, lithographed or engraved on steel engraved borders
(or in any other manner determined by the officers executing such Warrant
Certificates, with the execution thereof by such officers conclusively
evidencing such determination) and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as
may be required to comply with any law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any securities exchange on
which the Warrant Certificates may be listed or as may, consistently
herewith, be determined by the officers executing such Warrant Certificates,
with the execution thereof by such officers conclusively evidencing such
determination.

Section 1.3 EXECUTION AND AUTHENTICATION OF WARRANT CERTIFICATES. The
Warrant Certificates shall be executed on behalf of the Company by its
Chairman, its Chief Executive Officer, it President or one of its Vice
Presidents (any reference to a Vice President of the Company herein shall be
deemed to include any Vice President of the Company whether or not designated
by a number or a word or words added before or after the title "Vice
President") under its corporate seal reproduced thereon attested to by its
Treasurer or Secretary or one of its Assistant Treasurers or Assistant
Secretaries. The signature of any of these officers on the Warrant
Certificates may be manual or facsimile.

Warrant Certificates evidencing the right to purchase an aggregate
principal amount not exceeding $____________ of Warrant Debt Securities (except

<PAGE>

as provided in Sections 1.4, 2.3(c), 4.1 and 4.2) may be executed by the
Company and delivered to the Warrant Agent upon the execution of this Warrant
Agreement or from time to time thereafter. The Warrant Agent shall, upon
receipt of Warrant Certificates duly executed on behalf of the Company,
authenticate Warrant Certificates evidencing Warrants representing the right
to purchase up to $_____________ aggregate principal amount of Warrant Debt
Securities and shall deliver such Warrant Certificates to or upon the order
of the Company. Subsequent to such original issuance of the Warrant
Certificates, the Warrant Agent shall authenticate a Warrant Certificate only
if the Warrant Certificate is issued in exchange or substitution for one or
more previously authenticated Warrant Certificates [IF REGISTERED WARRANTS --
or in connection with their transfer], as hereinafter provided.

Each Warrant Certificate shall be dated the date of its authentication
by the Warrant Agent.

No Warrant Certificate shall be entitled to any benefit under this
Agreement or be valid or obligatory for any purpose, and no Warrant evidenced
thereby shall be exercisable, until such Warrant Certificate has been
authenticated by the manual signature of the Warrant Agent. Such signature
by the Warrant Agent upon any Warrant Certificate executed by the Company
shall be conclusive evidence, and the only evidence, that the Warrant
Certificate so authenticated has been duly issued hereunder.

Warrant Certificates bearing the manual or facsimile signatures of
individuals who were at the time the proper officers of the Company shall
bind the Company, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of such
Warrant Certificates or did not hold such offices at the date of such Warrant
Certificates.

Section 1.4 TEMPORARY WARRANT CERTIFICATES. Pending the preparation
of definitive Warrant Certificates, the Company may execute, and upon the
order of the Company the Warrant Agent shall authenticate and deliver,
temporary Warrant Certificates which are printed, lithographed, typewritten,
mimeographed or otherwise produced, substantially of the tenor of the
definitive Warrant Certificates in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Warrant Certificates may determine, with the
execution thereof by such officers conclusively evidencing such determination.

If temporary Warrant Certificates are issued, the Company will
cause definitive Warrant Certificates to be prepared without unreasonable
delay. After the

<PAGE>

preparation of definitive Warrant Certificates, the temporary Warrant
Certificates shall be exchangeable for definitive Warrant Certificates upon
surrender of the temporary Warrant Certificates at the corporate trust office
of the Warrant Agent [or ], without charge to the Holder (as defined
in Section 1.6 below). Upon surrender for cancellation of any one or more
temporary Warrant Certificates the Company shall execute and the Warrant
Agent shall authenticate and deliver in exchange therefor definitive Warrant
Certificates representing the same aggregate number of Warrants. Until so
exchanged, the temporary Warrant Certificates shall in all respects be
entitled to the same benefits under this Agreement as definitive Warrant
Certificates.

Section 1.5 PAYMENT OF TAXES. The Company will pay all stamp taxes
and other duties, if any, to which, under the laws of the United States of
America or any State or political subdivision thereof, this Agreement or the
original issuance of the Warrant Certificates may be subject.

Section 1.6 DEFINITION OF HOLDER. The term "Holder" as used herein
shall mean [IF OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE --, prior to the Detachable Date, the registered owner of the
Offered Debt Security to which such Warrant Certificate was initially attached,
and, after such Detachable Date,] [if bearer Warrants, the bearer of such
Warrant Certificates] [if registered Warrants, the person in whose name at the
time such Warrant Certificate shall be registered upon the books to be
maintained by the Warrant Agent for that purpose pursuant to Section 4.1].
[IF OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE
- -- Prior to the Detachable Date, the Company will, or will cause the registrar
of the Offered Debt Securities to, make available to the Warrant Agent current
information as to Holders of the Offered Debt Securities.]

<PAGE>

ARTICLE II

WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

Section 2.1 WARRANT PRICE (2). During the period from
____________, 19__ through and including ____________, 19__, each Warrant shall
entitle the Holder thereof, subject to the provisions of this Agreement, to
purchase from the Company the principal amount of Warrant Debt Securities stated
in the Warrant Certificate at the exercise price of % of the principal amount
thereof [plus accrued amortization, if any, of the original issue discount of
the Warrant Debt Securities] [plus accrued interest, if any, from the most
recent date from which interest shall have been paid on the Warrant Debt
Securities or, if no interest shall have been paid on the Warrant Debt
Securities, from __________, 19__]. [In each case, the original issue discount
($ for each $1,000 principal amount of Warrant Debt Securities) will
be amortized at a % annual rate, computed on a[n] [semi-]annual basis [using
a 360-day year consisting of twelve 30-day months].] Such exercise price of each
Warrant is referred to in this Agreement as the "Exercise Price."

Section 2.2 DURATION OF WARRANTS. Any Warrant evidenced by a
Warrant Certificate may be exercised at any time, as specified herein, on or
after [the date thereof] [ , 19 ] and at or before the close of
business on , 19 (the "Expiration Date"). Each Warrant
not exercised at or before the close of business on the Expiration Date shall
become void, and all rights of the Holder of the Warrant Certificate
evidencing such Warrant under this Agreement or otherwise shall cease.

- ---------------------
2 Complete and modify the provisions of this Section as appropriate to
reflect the exact terms of the Warrants and the Warrant Debt
Securities.

<PAGE>

received by the Warrant Agent shall be deemed to be the date on which such
Warrant is exercised. The Warrant Agent shall deposit all funds received by
it as payment for the exercise of Warrants to the account of the Company
maintained with it for such purpose and shall advise the Company by telephone
at the end of each day on which such a payment is received of the amount so
deposited to its account. The Warrant Agent shall promptly confirm such
telephonic advice to the Company in writing.

(b) The Warrant Agent shall from time to time, as promptly as
practicable after the exercise of any Warrants in accordance with the terms
and conditions of this Agreement and the Warrant Certificates, advise the
Company and the Trustee of (i) the number of Warrants so exercised, (ii) the
instructions of each Holder of the Warrant Certificates evidencing such
Warrants with respect to delivery of the Warrant Debt Securities to which
such Holder is entitled upon such exercise, and instructions of such Holder
as to delivery of Warrant Certificates evidencing the balance, if any, of the
Warrants remaining after such exercise, and (iii) such other information as
the Company or the Trustee shall reasonably require.

(c) As soon as practicable after the exercise of any Warrants,
the Company shall issue, pursuant to the Indenture, in authorized
denominations, to or upon the order of the Holder of the Warrant Certificate
evidencing such Warrants, the Warrant Debt Security or Warrant Debt
Securities to which such Holder is entitled in fully registered form,
registered in such name or names as may be directed by such Holder; and, if
fewer than all of the Warrants evidenced by such Warrant Certificate were
exercised, the Company shall execute and an authorized officer of the Warrant
Agent shall manually authenticate and deliver a new Warrant Certificate
evidencing the number of Warrants remaining unexercised.

(d) The Company shall not be required to pay any stamp or other
tax or other governmental charge required to be paid in connection with any
transfer involved in the issue of the Warrant Debt Securities; and in the
event that any such transfer is involved, the Company shall not be required
to issue or deliver any Warrant Debt Securities until such tax or other
charge shall have been paid or it has been established to the Company's
satisfaction that no such tax or other charge is due.

<PAGE>

ARTICLE III

OTHER TERMS OF WARRANTS

Section 3.1 [CALL OF WARRANTS BY THE COMPANY.](3) [IF WARRANTS ISSUED
HEREUNDER ARE CALLABLE BY THE COMPANY -- The Company shall have the right to
call and repurchase any or all Warrants on or after ________, 19__ (the "Call
Date") and upon the occurrence of [discuss events or circumstances under which
Company may call the Warrants] (the "Call Terms") at a price of $ ________ per
Warrant (the "Call Price"). Notice of such Call Price, Call Date and Call Terms
shall be given to registered holders of Warrants in the manner provided in
Section 7.5.]

ARTICLE IV

[REGISTRATION,] EXCHANGE, TRANSFER AND
SUBSTITUTION OF WARRANT CERTIFICATES

Section 4.1 [REGISTRATION,] EXCHANGE AND TRANSFER OF WARRANT
CERTIFICATES. [IF REGISTERED WARRANTS -- The Warrant Agent shall keep, at its
corporate trust office [and at _________], books in which, subject to such
reasonable regulations as it may prescribe, it shall register Warrant
Certificates and transfers of outstanding Warrant Certificates].

[IF OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE -- Prior to the Detachable Date, a Warrant Certificate may be
exchanged or transferred only together with the Offered Debt Security to which
such Warrant Certificate was initially attached, and only for the purpose of
effecting, or in conjunction with, an exchange or transfer of such Offered Debt
Security. Additionally, on or prior to the Detachable Date, each transfer or
exchange of an Offered Debt Security [on the register of the Offered Debt
Securities] shall operate also to transfer or exchange the Warrant Certificate
or Certificates to which such Offered Debt Security was initially attached.
After the Detachable Date, upon] [IF OFFERED DEBT SECURITIES AND WARRANTS WHICH
ARE IMMEDIATELY DETACHABLE OR IF WARRANTS ALONE -- Upon] surrender at the
corporate trust office of the Warrant Agent [or ____ ____ ______] of Warrant
Certificates properly endorsed [or accompanied by appropriate instruments of
transfer] and accompanied by written instructions for [transfer or] exchange,
all in

- --------------------------
3 Complete and modify the provisions of this Section as appropriate to
reflect the exact terms of the Warrants.

<PAGE>

a form satisfactory to the Company and the Warrant Agent, such Warrant
Certificates may be exchanged for other Warrant Certificates [IF REGISTERED
WARRANTS -- or may be transferred in whole or in part]; provided that Warrant
Certificates issued in exchange for [or upon transfer of] surrendered Warrant
Certificates shall evidence the same aggregate number of Warrants as the Warrant
Certificates so surrendered. No service charge shall be made for any exchange
[or transfer] of Warrant Certificates, but the Company may require payment of a
sum sufficient to cover any stamp or other tax or governmental charge that may
be imposed in connection with any such exchange [or transfer]. Whenever any
Warrant Certificates are so surrendered for exchange [or transfer], the Company
shall execute and an authorized officer of the Warrant Agent shall manually
authenticate and deliver to the person or persons entitled thereto a Warrant
Certificate or Warrant Certificates as so requested. The Warrant Agent shall
not be required to effect any exchange [or transfer] which would result in the
issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number
of full Warrants and a fraction of a Warrant. All Warrant Certificates issued
upon any exchange [or transfer] of Warrant Certificates shall evidence the same
obligations, and be entitled to the same benefits under this Agreement, as the
Warrant Certificates surrendered for such exchange [or transfer].

Section 4.2 MUTILATED, DESTROYED, LOST OR STOLEN WARRANT
CERTIFICATES. If any mutilated Warrant Certificate is surrendered to the
Warrant Agent, the Company shall execute and an officer of the Warrant Agent
shall manually authenticate and deliver in exchange therefor a new Warrant
Certificate of like tenor and bearing a number not contemporaneously
outstanding. If there shall be delivered to the Company and the Warrant Agent
(i) evidence to their satisfaction of the destruction, loss or theft of any
Warrant Certificate and of the ownership thereof and (ii) such security or
indemnity as may be required by them to save each of them and any agent of
either of them harmless, then, in the absence of notice to the Company or the
Warrant Agent that such Warrant Certificate has been acquired by a bona fide
purchaser, the Company shall execute and upon its request an officer of the
Warrant Agent shall manually authenticate and deliver, in lieu of any such
destroyed, lost or stolen Warrant Certificate, a new Warrant Certificate of
like tenor and bearing a number not contemporaneously outstanding. Upon the
issuance of any new Warrant Certificate under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Warrant Agent) connected
therewith. Every new Warrant Certificate issued pursuant to this Section in
lieu of any destroyed, lost or stolen Warrant Certificate shall evidence an
original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Warrant Certificate shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Agreement equally and propor-

<PAGE>

tionately with any and all other Warrant Certificates duly issued hereunder.
The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Warrant Certificates.

Section 4.3 PERSONS DEEMED OWNERS. [IF OFFERED DEBT SECURITIES AND
WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE -- Prior to the Detachable Date,
the Company, the Warrant Agent and all other persons may treat the registered
owner of any Offered Debt Security as the owner of the Warrant Certificates
initially attached thereto for any purpose and as the person entitled to
exercise the rights represented by the Warrants evidenced by such Warrant
Certificates, any notice to the contrary notwithstanding. After the Detachable
Date,] [IF REGISTERED WARRANTS -- and prior to due presentment of a Warrant
Certificate for registration of transfer, the] [IF OFFERED DEBT SECURITIES AND
WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE -- The] Company,
the Warrant Agent and all other persons may treat the Holder as the owner
thereof for any purpose and as the person entitled to exercise the rights
represented by the Warrants evidenced thereby, any notice to the contrary
notwithstanding.

Section 4.4 CANCELLATION OF WARRANT CERTIFICATES. Any Warrant
Certificate surrendered for exchange [, transfer] or exercise of the Warrants
evidenced thereby shall, if surrendered to the Company, be delivered to the
Warrant Agent, and [IF WARRANT CERTIFICATES ARE ISSUED IN BEARER FORM -- ,
except as provided below,] all Warrant Certificates surrendered or so delivered
to the Warrant Agent shall be promptly cancelled by it and shall not be
reissued and, except as expressly permitted by this Agreement, no Warrant
Certificate shall be issued hereunder in lieu or in exchange thereof. [IF
WARRANT CERTIFICATES ARE ISSUED IN BEARER FORM -- Warrant Certificates
delivered to the Warrant Agent in exchange for Warrant Certificates of other
denominations may be retained by the Warrant Agent for reissue as authorized
hereunder.] The Company may at any time deliver to the Warrant Agent for
cancellation any Warrant Certificates previously issued hereunder which the
Company may have acquired in any manner whatsoever, and all Warrant
Certificates so delivered shall be promptly cancelled by the Warrant Agent.
All cancelled Warrant Certificates held by the Warrant Agent shall be disposed
of, as instructed by the Company, subject to applicable law.

<PAGE>

ARTICLE V

OTHER PROVISIONS RELATING TO RIGHTS
OF HOLDERS OF WARRANT CERTIFICATES

Section 5.1 NO RIGHTS AS HOLDERS OF WARRANT DEBT SECURITIES
CONFERRED BY WARRANTS OR WARRANT CERTIFICATES. No Warrant Certificate or
Warrant evidenced thereby shall entitle the Holder thereof to any of the
rights of a Holder of the Warrant Debt Securities, including, without
limitation, the right to receive the payment of principal of (or premium, if
any) or interest, if any, on the Warrant Debt Securities or to enforce any of
the covenants in the Indenture.

Section 5.2 HOLDER OF WARRANT CERTIFICATE MAY ENFORCE RIGHTS.
Notwithstanding any of the provisions of this Agreement, any Holder of any
Warrant Certificate, without the consent of the Warrant Agent, the Trustee,
the holder of any Warrant Debt Securities or the Holder of any other Warrant
Certificate, may, on its own behalf and for its own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Company
suitable to enforce or otherwise in respect of its right to exercise the
Warrant or Warrants evidenced by his or her Warrant Certificate in the manner
provided in the Warrant Certificates and in this Agreement.

ARTICLE VI

CONCERNING THE WARRANT AGENT

Section 6.1 WARRANT AGENT. The Company hereby appoints
_______________ as Warrant Agent of the Company in respect of the Warrants
and the Warrant Certificates upon the terms and subject to the conditions
herein set forth, and ____________________________ hereby accepts such
appointment. The Warrant Agent shall have the power and authority granted to
and conferred upon it in the Warrant Certificates and hereby and such further
power and authority to act on behalf of the Company as the Company may
hereafter grant to or confer upon it. All of the terms and provisions with
respect to such power and authority contained in the Warrant Certificates are
subject to and governed by the terms and provisions hereof.

10
<PAGE>

which the rights hereunder of the Holders from time to time of the Warrant
Certificates shall be subject:

(a) COMPENSATION AND INDEMNIFICATION. The Company agrees
promptly to pay the Warrant Agent the compensation to be agreed upon with the
Company for all services rendered by the Warrant Agent and to reimburse the
Warrant Agent for reasonable out-of-pocket expenses (including reasonable
counsel fees) incurred by the Warrant Agent in connection with the services
rendered hereunder by the Warrant Agent. The Company also agrees to indemnify
the Warrant Agent for, and to hold it harmless against, any loss, liability
or expense incurred without negligence or bad faith on the part of the
Warrant Agent, arising out of or in connection with its acting as such
Warrant Agent hereunder, including the reasonable costs and expenses of
defending itself against any claim or liability in connection with the
exercise or performance at any time of its powers or duties hereunder. The
obligations of the Company under this subsection (a) shall survive the
exercise of the Warrant Certificates and the resignation or removal of the
Warrant Agent.

(b) AGENT FOR THE COMPANY. In acting under this Warrant
Agreement and in connection with the Warrant Certificates, the Warrant Agent
is acting solely as agent of the Company and does not assume any obligation
or relationship of agency or trust for or with any of the owners or Holders
of the Warrant Certificates.

(c) COUNSEL. The Warrant Agent may consult with counsel,
which may include counsel for the Company, and the written advice of such
counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

(d) DOCUMENTS. The Warrant Agent shall be protected and shall
incur no liability for or in respect of any action taken or omitted by it in
reliance upon any notice, direction, consent, certificate, affidavit,
statement or other paper or document reasonably believed by it to be genuine
and to have been presented or signed by the proper parties.

(e) CERTAIN TRANSACTIONS. The Warrant Agent, any of its
officers, directors and employees, or any other agent of the Company, in its
individual or any other capacity, may become the owner of, or acquire any
interest in, any Warrant Certificates, with the same rights that it would
have if it were not such Warrant Agent, officer, director, employee or other
agent, and, to the extent permitted by applicable law, it may engage or be
interested in any financial or other transaction with the Company and may act
on, or as depositary, trustee or agent for, any

<PAGE>

committee or body of holders of Warrant Debt Securities or other obligations
of the Company as freely as if it were not such Warrant Agent, officer,
director, employee or other agent. Nothing in this Warrant Agreement shall be
deemed to prevent the Warrant Agent from acting as Trustee under the
Indenture.

(f) NO LIABILITY FOR INTEREST. The Warrant Agent shall not be
under any liability for interest on any monies at any time received by it
pursuant to any of the provisions of this Agreement or of the Warrant
Certificates unless otherwise agreed to in writing by the Company and the
Warrant Agent and except for the negligence of the Warrant Agent.

(g) NO LIABILITY FOR INVALIDITY. The Warrant Agent shall not
incur any liability with respect to the validity of this Agreement or any of
the Warrant Certificates.

(h) NO RESPONSIBILITY FOR REPRESENTATIONS. The Warrant Agent
shall not be responsible for any of the recitals or representations contained
herein or in the Warrant Certificates (except as to the Warrant Agent's
Certificate of Authentication thereon), all of which are made solely by the
Company.

(i) NO IMPLIED OBLIGATIONS. The Warrant Agent shall be
obligated to perform such duties as are herein and in the Warrant
Certificates specifically set forth and no implied duties or obligations
shall be read into this Agreement or the Warrant Certificates against the
Warrant Agent. The Warrant Agent shall not be under any obligation to take
any action hereunder which may tend to involve it in any expense or
liability, the payment of which within a reasonable time is not, in its
reasonable opinion, assured to it. The Warrant Agent shall not be accountable
or under any duty or responsibility for the use by the Company of any of the
Warrant Certificates authenticated by the Warrant Agent and delivered by it
to the Company pursuant to this Agreement or for the application by the
Company of the proceeds of the Warrant Certificates or any exercise of the
Warrants evidenced thereby. The Warrant Agent shall have no duty or
responsibility in case of any default by the Company in the performance of
its covenants or agreements contained herein or in the Warrant Certificates
or in the Warrant Debt Securities or in the case of the receipt of any
written demand from a Holder of a Warrant Certificate with respect to such
default, including, without limiting the generality of the foregoing, any
duty or responsibility to initiate or attempt to initiate any proceeding at
law or otherwise or, except as provided in Section 7.4 hereof, to make any
demand upon the Company.

Section 6.3 RESIGNATION, REMOVAL AND APPOINTMENT OF SUCCESSOR.

<PAGE>

(a) The Company agrees, for the benefit of the Holders from time to time
of the Warrant Certificates, that there shall at all times be a Warrant Agent
hereunder until all of the Warrant Certificates are no longer exercisable.

(b) The Warrant Agent may at any time resign as such agent by giving
written notice to the Company of such intention on its part, specifying the
date on which it desires its resignation to become effective; provided that,
without the consent of the Company, such date shall not be less than three
months after the date on which such notice is given. The Warrant Agent
hereunder may be removed at any time by the filing with it of an instrument
in writing signed by or on behalf of the Company and specifying such removal
and the date on which the Company expects such removal to become effective.
Such resignation or removal shall take effect upon the appointment by the
Company of a successor Warrant Agent (which shall be a bank or trust company
organized and doing business under the laws of the United States of America,
any State thereof or the District of Columbia and authorized under such laws
to exercise corporate trust powers) by an instrument in writing filed with
such successor Warrant Agent and the acceptance of such appointment by such
successor Warrant Agent pursuant to Section 6.3(d).

(c) In case at any time the Warrant Agent shall resign, or be removed,
or shall become incapable of acting, or shall be adjudged bankrupt or
insolvent, or shall file a voluntary petition in bankruptcy or make an
assignment for the benefit of its creditors or consent to the appointment of
a receiver or custodian of all or any substantial part of its property, or
shall admit in writing its inability to pay or meet its debts as they mature,
or if a receiver or custodian of it or of all or any substantial part of its
property shall be appointed, or if an order of any court shall be entered
approving any petition filed by or against it under the provisions of any
applicable bankruptcy or similar law, or if any public officer shall have
taken charge or control of the Warrant Agent or of its property or affairs, a
successor Warrant Agent, qualified as aforesaid, shall be appointed by the
Company by an instrument in writing, filed with the successor Warrant Agent.
Upon the appointment as aforesaid of a successor Warrant Agent and acceptance
by the latter of such appointment, the Warrant Agent so superseded shall
cease to be Warrant Agent hereunder.

(d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to the Company an instrument
accepting such appointment hereunder, and thereupon such successor Warrant
Agent, without any further act, deed or conveyance, shall become vested with
all the authority, rights, powers, trusts, immunities, duties and obligations
of such predecessor with like effect as if originally named as Warrant Agent
hereunder, and such predecessor, upon payment of its charges and
disbursements then unpaid, shall thereupon become obligated to transfer,
deliver and pay over, and such succes-

<PAGE>

sor Warrant Agent shall be entitled to receive, all monies, securities and other
property on deposit with or held by such predecessor, as Warrant Agent
hereunder.

(e) Any corporation into which the Warrant Agent hereunder may be merged
or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Warrant Agent, provided that it shall be qualified as aforesaid, shall be the
successor Warrant Agent under this Agreement without the execution or filing
of any paper or any further act on the part of any of the parties hereto.

ARTICLE VII

MISCELLANEOUS

Section 7.1 CONSOLIDATIONS AND MERGERS OF THE COMPANY AND SALES, LEASES
AND CONVEYANCES PERMITTED SUBJECT TO CERTAIN CONDITIONS. To the extent
permitted in the Indenture, the Company may consolidate with, or sell or
convey all or substantially all of its assets to, or merge with or into any
other corporation.

Section 7.2 RIGHTS AND DUTIES OF SUCCESSOR CORPORATION. In case of any
such consolidation, merger, sale, lease or conveyance and upon any such
assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it
had been named herein, and the predecessor corporation, except in the event
of a lease, shall be relieved of any further obligation under this Agreement
and the Warrants. Such successor corporation thereupon may cause to be
signed, and may issue either in its own name or in the name of the Company,
any or all of the Warrant Debt Securities issuable pursuant to the terms
hereof. All the Warrant Debt Securities so issued shall in all respects have
the same legal rank and benefit under the Indenture as the Warrant Debt
Securities theretofore or thereafter issued in accordance with the terms of
this Agreement and the Indenture.

In case of any such consolidation, merger, sale, lease or conveyance,
such changes in phraseology and form (but not in substance) may be made in
the Warrant Debt Securities thereafter to be issued as may be appropriate.

Section 7.3 AMENDMENT. This Agreement may be amended by the parties
hereto, without the consent of the Holder of any Warrant Certificate, for the

<PAGE>

purpose of curing any ambiguity, or of curing, correcting or supplementing
any defective provision contained herein, or making such provisions in regard
to matters or questions arising under this Agreement as the Company may deem
necessary or desirable; provided that such action shall not adversely affect
the interests of the Holders of the Warrant Certificates in any material
respect. Any amendment or supplement to this Agreement or the Warrants that
has a material adverse effect on the interests of Holders of any series of
Warrants shall require the written consent of Holders of a majority of the
then outstanding Warrants of such series. The consent of each Holder of a
Warrant affected shall be required for any amendment pursuant to which the
Warrant Price would be increased or the number of Debt Securities purchasable
upon exercise of Warrants would be decreased. The Warrant Agent may, but
shall not be obligated to, enter into any amendment to this Agreement which
affects the Warrant Agent's own rights, duties or immunities under this
Agreement or otherwise.

Section 7.4 NOTICE AND DEMANDS TO THE COMPANY AND WARRANT AGENT. If the
Warrant Agent shall receive any notice or demand addressed to the Company by
the Holder of a Warrant Certificate pursuant to the provisions of the Warrant
Certificates, the Warrant Agent shall promptly forward such notice or demand
to the Company.

Section 7.5 NOTICES TO WARRANTHOLDERS. Pursuant to Sections 3.1
[add other sections as applicable], the Company shall cause written notice of
such Call Price, Call Date and Call Terms [reference other items as applicable],
as the case may be, to be given as soon as practicable to the Warrant Agent and
to each of the registered holders of the Warrant Certificates by first class
mail, postage prepaid, at such holder's address appearing on the Warrant
Register. In addition to the written notice referred to in the preceding
sentence, the Company shall make a public announcement in a daily morning
newspaper of general circulation in __________ of such Call Price, Call Date,
and Call Terms [reference other items as applicable], as the case may be, at
least once a week for two successive weeks prior to the implementation of such
terms.

Section 7.6 ADDRESSES. Any communications from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to___________
_________, Attention:_____________________, and any communications from the
Warrant Agent to the Company with respect to this Agreement shall be
addressed to The Walt Disney Company, 500 South Buena Vista Street, Burbank,
California 91521, Attention: Corporate Secretary (or such other address as
shall be specified in writing by the Warrant Agent or by the Company).

<PAGE>

Section 7.7 GOVERNING LAW. THIS AGREEMENT AND EACH WARRANT CERTIFICATE
ISSUED HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK, INCLUDING WITHOUT LIMITATION SECTION 5-1401
OF THE NEW YORK GENERAL OBLIGATIONS LAW.

Section 7.8 DELIVERY OF PROSPECTUS. The Company will furnish to the
Warrant Agent sufficient copies of a prospectus, appropriately supplemented,
relating to the Warrant Debt Securities (the "Prospectus"), and the Warrant
Agent agrees that, upon the exercise of any Warrant Certificate, the Warrant
Agent will deliver to the person designated to receive Warrant Debt
Securities, prior to or concurrently with the delivery of such Securities, a
Prospectus.

Section 7.9 OBTAINING OF GOVERNMENTAL APPROVALS. The Company will from
time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental
agencies and authorities and securities acts filings under United States
Federal and State laws (including, without limitation, to the extent
required, the maintenance of the effectiveness of a registration statement in
respect of the Warrant Debt Securities under the Securities Act of 1933, as
amended), which may be or become required in connection with the exercise of
the Warrant Certificates and the original issuance and delivery of the
Warrant Debt Securities.

Section 7.10 PERSONS HAVING RIGHTS UNDER WARRANT AGREEMENT. Nothing in
this Agreement expressed or implied and nothing that may be inferred from any
of the provisions hereof is intended, or shall be construed, to confer upon,
or give to, any person or corporation other than the Company, the Warrant
Agent and the Holders of the Warrant Certificates any right, remedy or claim
under or by reason of this Agreement or of any covenant, condition,
stipulation, promise or agreement hereof; and all covenants, conditions,
stipulations, promises and agreements contained in this Agreement shall be
for the sole and exclusive benefit of the Company and the Warrant Agent and
their successors and of the Holders of the Warrant Certificates.

Section 7.11 HEADINGS. The Article and Section headings herein and the
Table of Contents are for convenience of reference only and shall not affect
the construction hereof.

Section 7.11 COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original;
but such counterparts shall together constitute but one and the same
instrument.

<PAGE>

Section 7.12 INSPECTION OF AGREEMENT. A copy of this Agreement shall be
available at all reasonable times at the principal corporate trust office of
the Warrant Agent [and at _______________] for inspection by the Holder of any
Warrant Certificate. The Warrant Agent may require such Holder to submit its
Warrant Certificate for inspection by it.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, and their respective corporate seal to be hereunto affixed and
attested, all as of the day and year first above written.

THE WALT DISNEY COMPANY

By
-------------------------------------
[SEAL]

Attest:

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

[NAME OF WARRANT AGENT]

By
-------------------------------------
[SEAL]

Attest:

- ---------------------
[Assistant Secretary]

<PAGE>

EXHIBIT A

[FORM OF WARRANT CERTIFICATE]
[Face]

FORM OF LEGEND IF OFFERED [Prior to __________, this
DEBT SECURITIES WITH Warrant Certificate may be
WARRANTS WHICH ARE NOT transferred or exchanged
IMMEDIATELY DETACHABLE: if and only if the [Title
of Offered Debt Security]
to which it was initially
attached is so transferred
or exchanged.]

FORM OF LEGEND IF WARRANTS [Prior to ____________,
ARE NOT IMMEDIATELY Warrants evidenced by this
EXERCISABLE: Warrant Certificate cannot
be exercised.]

EXERCISABLE ONLY IF AUTHENTICATED BY THE WARRANT
AGENT AS PROVIDED HEREIN

VOID AFTER THE CLOSE OF BUSINESS ON _______, 19__

THE WALT DISNEY COMPANY

Warrant Certificate representing
Warrants to purchase
[Title of Warrant Debt Securities]
as described herein

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

No. _________ Warrants

This certifies that [the bearer is the] [_______________________ or
registered assigns is the registered] owner of the above indicated number of
Warrants, each Warrant entitling such [bearer [IF OFFERED DEBT SECURITIES AND
WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE --, subject to the bearer
qualifying as a "Holder" of this Warrant Certificate, as hereinafter defined]
[registered owner] to purchase, at any time [after the close of business on
_________, 19__, and] on or before the close of business on __________, 19__,
$_______ principal amount of [Title of Warrant Debt

A-1

<PAGE>

Securities] (the "Warrant Debt Securities") of The Walt Disney Company (the
"Company"), issued or to be issued under the Indenture (as hereinafter
defined), on the following basis.* Complete and modify the following
provisions as appropriate to reflect the terms of the Warrants and the
Warrant Debt Securities. [During the period from ________, 19__ through and
including ________ 19__, each Warrant shall entitle the Holder thereof, subject
to the provisions of the Warrant Agreement (as defined below), to purchase from
the Company the principal amount of Warrant Debt Securities stated above in this
Warrant Certificate at the exercise price of ___% of the principal amount
thereof [plus accrued amortization, if any, of the original issue discount of
the Warrant Debt Securities] [plus accrued interest, if any, from the most
recent date from which interest shall have been paid on the Warrant Debt
Securities or, if no interest shall have been paid on the Warrant Debt
Securities, from __________, 19__]; [in each case, the original issue discount
($________ for each $1,000 principal amount of Warrant Debt Securities) will be
amortized at a ___% annual rate, computed on a[n] [semi-]annual basis[, using a
360-day year consisting of twelve 30-day months] [(the "Exercise Price")]. The
Holder of this Warrant Certificate may exercise the Warrants evidenced hereby,
in whole or in part, by surrendering this Warrant Certificate, with the
purchase form set forth hereon duly completed, accompanied [by payment in full,
in lawful money of the United States of America, [in cash or by certified check
or official bank check in New York Clearing House funds] [by bank wire transfer
in immediately available funds]] [by surrender of the [specified aggregate
principal amount of [identified securities]], the Exercise Price for each
Warrant exercised, to the Warrant Agent (as hereinafter defined), at the
corporate trust office of [name of Warrant Agent], or its successor as warrant
agent (the "Warrant Agent") [or at ________,] at the addresses specified on the
reverse hereof and upon compliance with and subject to the conditions set forth
herein and in the Warrant Agreement. This Warrant Certificate may be exercised
only for the purchase of Warrant Debt Securities in the principal amount of
[$1,000] or any integral multiple thereof.

The term "Holder" as used herein shall mean [IF OFFERED DEBT
SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE -- , prior to
___________, 19__ (the "Detachable Date"), the registered owner of the Company's
[title of Offered Debt Securities] to which such Warrant Certificate was
initially attached, and after such Detachable Date,] [the bearer of such Warrant
Certificate] [the person in whose name at the time such Warrant Certificate
shall be registered upon the books to be maintained by the Warrant Agent for
that purpose pursuant to Section 3.01 of the Warrant Agreement].

- ---------------------
* Complete and modify the following provisions as appropriate to reflect the
terms of the Warrants and the Warrant Debt Securities.

A-2

<PAGE>

Any whole number of Warrants evidenced by this Warrant Certificate may
be exercised to purchase Warrant Debt Securities in registered form. Upon any
exercise of fewer than all of the Warrants evidenced by this Warrant
Certificate, there shall be issued to the [bearer] [registered owner] hereof a
new Warrant Certificate evidencing the number of Warrants remaining unexercised.

This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of ____________, 19__ (the "Warrant Agreement"),
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the Holder of this Warrant Certificate consents by acceptance hereof.
Copies of the Warrant Agreement are on file at the above-mentioned office at the
Warrant Agent [and at ____________].

The Warrant Debt Securities to be issued and delivered upon the
exercise of warrants evidenced by this Warrant Certificate will be issued under
and in accordance with an Indenture (the "Indenture"), dated as of ___________,
___ between the Company and ______________________________________________, as
trustee (such trustee, and any successors to such trustee, the "Trustee") and
will be subject to the terms and provisions contained in the Warrant Debt
Securities and in the Indenture. Copies of the Indenture, including the form of
the Warrant Debt Securities, are on file at the corporate trust office of the
Trustee [and at ____________________].

[IF OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE -- Prior to ___________, 19__ (the "Detachable Date"), this Warrant
Certificate may be exchanged or transferred only together with the [title of
Offered Debt Security] (the "Offered Debt Security") to which this Warrant
Certificate was initially attached, and only for the purpose of effecting, or in
conjunction with, an exchange or transfer of such Offered Debt Security.
Additionally, on or prior to the Detachable Date each transfer of such Offered
Debt Security on the register of the Offered Debt Securities shall operate also
to transfer this Warrant Certificate. After the Detachable Date, this] [IF
OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR
WARRANTS ALONE -- This] Warrant Certificate, and all rights hereunder, may be
transferred [IF BEARER WARRANTS -- by delivery and the Company and the Warrant
Agent may treat the bearer hereof as the owner for all purposes] [IF REGISTERED
WARRANTS -- when surrendered at the corporate trust office of the Warrant Agent
[or ___________] by the registered owner or his assigns, in person or by an
attorney duly authorized in writing, in the manner and subject to the
limitations provided in the Warrant Agreement].

A - 3

<PAGE>

[IF OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE -- Except as provided in the immediately preceding paragraph, after]
[IF OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR
WARRANTS ALONE -- After] authentication by the Warrant Agent and prior to the
expiration of this Warrant Certificate, this Warrant Certificate may be
exchanged at the corporate trust office at the Warrant Agent [or at
_______________] for Warrant Certificates representing the same aggregate number
of Warrants.

This Warrant Certificate shall not entitle the [bearer] [registered
owner] hereof to any of the rights of a [registered] [holder] of the Warrant
Debt Securities, including, without limitation, the right to receive payments of
principal (and premium, if any) or interest, if any, on the Warrant Debt
Securities or to enforce any of the covenants of the Indenture.

Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

This Warrant Certificate shall not be valid or obligatory for any
purpose until authenticated by the Warrant Agent.

A - 4

<PAGE>

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed under its corporate seal.

Dated:_______________

THE WALT DISNEY COMPANY

By:
---------------------------
Attest:

- -----------------------------
Certificate of Authentication

This is one of the Warrant Certificates referred to in the
within-mentioned Warrant Agreement.

- -----------------------------
As Warrant Agent

By:
--------------------------
Authorized Signature

A - 5

<PAGE>

[FORM OF WARRANT CERTIFICATE]
[REVERSE]
(Instructions for Exercise of Warrants)

To exercise any Warrants evidenced hereby, the Holder of this Warrant
Certificate must pay [in cash or by certified check or official bank check in
New York Clearing House funds or by bank wire transfer in immediately available
funds], the Exercise Price in full for each of the Warrants exercised, to
_______________, Corporate Trust Department, ______________, Attn: _____________
[or ________________], which payment should specify the name of the Holder of
this Warrant Certificate and the number of Warrants exercised by such Holder.
In addition, the Holder of this Warrant Certificate should complete the
information required below and present in person or mail by registered mail this
Warrant Certificate to the Warrant Agent at the addresses set forth below.

[FORM OF EXERCISE]

(To be executed upon exercise of Warrants.)

The undersigned hereby irrevocably elects to exercise ____ Warrants,
represented by this Warrant Certificate, to purchase $________ principal amount
of the [Title of Warrant Debt Securities] (the "Warrant Debt Securities") of The
Walt Disney Company and represents that he has tendered payment for such Warrant
Debt Securities [in cash or by certified check or official bank check in New
York Clearing House funds or by bank wire transfer in immediately available
funds] to the order of The Walt Disney Company, c/o Treasurer, in the amount of
$_________ in accordance with the terms hereof. The undersigned requests that
said principal amount of Warrant Debt Securities be in fully registered form, in
the authorized denominations, registered in such names and delivered, all as
specified in accordance with the instructions set forth below.

If said principal amount of Warrant Debt Securities is less than all
of the Warrant Debt Securities purchasable hereunder, the undersigned requests
that a new Warrant Certificate representing the remaining balance of the
Warrants evidenced hereby be issued and delivered to the undersigned unless
otherwise specified in the instructions below.

Dated:

A - 6

<PAGE>

Name
--------------------------

- --------------------------------
(Insert Social Security or Other Address
Identifying Number of Holder) -----------------------
-----------------------------

Signature
---------------------
[If registered warrant --
(Signature must conform in
all respects to name of
holder as specified on the
face of the Warrant
Certificate and must bear
a signature guarantee by a
bank, trust company or
member broker of the New
York, Chicago or Pacific
Stock Exchange.)]

This Warrant may be exercised at the following addresses:

By hand at
----------------------------------------
----------------------------------------
----------------------------------------
----------------------------------------

By mail at
----------------------------------------
----------------------------------------
----------------------------------------
----------------------------------------

(Instructions as to form and delivery of Warrant Debt Securities and/or Warrant
Certificates):

A - 7

<PAGE>

[FORM OF ASSIGNMENT]

(TO BE EXECUTED TO TRANSFER THE WARRANT CERTIFICATE)

FOR VALUE RECEIVED ____________________ hereby sells, assigns and
transfers unto

-------------------------------------------------
(Please print name and
address including zip code)

Please insert social security or other
identifying number

______________________________

- ------------------------------------------------------------------------------
the right represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint ________________, Attorney, to transfer said
Warrant Certificate on the books of the Warrant Agent with full power of
substitution.

Dated:

--------------------------------------------
Signature
(Signature must conform in all respects
to name of holder as specified on the face
of this Warrant Certificate and must bear a
signature guarantee by a bank, trust company
or member broker of the New York, Chicago or
Pacific Stock Exchange)

Signature Guaranteed:

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

A - 8

<PAGE>

EXHIBIT 4.7

FORM OF PREFERRED STOCK WARRANT AGREEMENT
- -------------------------------------------------------------------------------

THE WALT DISNEY COMPANY

AND

-----------------------,
AS WARRANT AGENT

-----------------
WARRANT AGREEMENT
-----------------

DATED AS OF
---------

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

<PAGE>
PAGE
----

TABLE OF CONTENTS (1)
---------------------

Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE I

ISSUANCE, EXECUTION AND AUTHENTICATION
OF WARRANT CERTIFICATES

Section 1.1 Issuance of Warrant Certificates. . . . . . . . . . . 1
Section 1.2 Form of Warrant Certificate . . . . . . . . . . . . . 2
Section 1.3 Execution and Authentication of Warrant Certificates. 2
Section 1.4 Temporary Warrant Certificates. . . . . . . . . . . . 3
Section 1.5 Payment of Taxes. . . . . . . . . . . . . . . . . . . 4
Section 1.6 Definition of Holder. . . . . . . . . . . . . . . . . 4

ARTICLE II

WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

Section 2.1 Warrant Price . . . . . . . . . . . . . . . . . . . . 5
Section 2.2 Duration of Warrants. . . . . . . . . . . . . . . . . 5
Section 2.3 Exercise of Warrants. . . . . . . . . . . . . . . . . 5
Section 2.4 Reservation of Shares . . . . . . . . . . . . . . . . 6

ARTICLE III

OTHER TERMS OF WARRANTS

Section 3.1 [Call of Warrants by the Company] . . . . . . . . . . 7
Section 3.2 Adjustment of Exercise Price and Number
of Shares Purchasable or Number of Warrants. . . . . 7

- -------------
(1) The Table of Contents is not a part of the Warrant Agreement.

<PAGE>

PAGE
----

ARTICLE IV

REGISTRATION, EXCHANGE, TRANSFER AND
SUBSTITUTION OF WARRANT CERTIFICATES

Section 4.1 Registration, Exchange and Transfer
of Warrant Certificates . . . . . . . . . . . . . . 11
Section 4.2 Mutilated, Destroyed, Lost or Stolen
Warrant Certificates. . . . . . . . . . . . . . . . 12
Section 4.3 Persons Deemed Owners . . . . . . . . . . . . . . . . 13
Section 4.4 Cancellation of Warrant Certificates. . . . . . . . . 13

ARTICLE V

OTHER PROVISIONS RELATING TO RIGHTS
OF HOLDERS OF WARRANT CERTIFICATES

Section 5.1 No Rights as Stockholders Conferred by
Warrants or Warrant Certificates . . . . . . . . . . 14
Section 5.2 Holder of Warrant Certificate May Enforce Rights . . . 14

ARTICLE VI

CONCERNING THE WARRANT AGENT

Section 6.1 Warrant Agent . . . . . . . . . . . . . . . . . . . . 14
Section 6.2 Conditions of Warrant Agent's Obligations . . . . . . 14
Section 6.3 Resignation, Removal and Assignment of Successor. . . 17

ARTICLE VII

MISCELLANEOUS

Section 7.1 Consolidations and Mergers of the Company and
Sales, Leases and Conveyances Permitted Subject
to Certain Conditions . . . . . . . . . . . . . . . . 18
Section 7.2 Rights and Duties of Successor Corporation. . . . . . . 18

iii

<PAGE>

PAGE
----

Section 7.3 Amendment . . . . . . . . . . . . . . . . . . . . . . . 19
Section 7.4 Notices and Demands to the Company and Warrant Agent. . 19
Section 7.5 Notices to Warrantholders . . . . . . . . . . . . . . . 19
Section 7.6 Addresses . . . . . . . . . . . . . . . . . . . . . . . 21
Section 7.7 Governing Law . . . . . . . . . . . . . . . . . . . . . 21
Section 7.8 Delivery of Prospectus. . . . . . . . . . . . . . . . . 21
Section 7.9 Obtaining of Governmental Approvals . . . . . . . . . . 21
Section 7.10 Persons Having Rights Under Warrant Agreement . . . . . 22
Section 7.11 Headings. . . . . . . . . . . . . . . . . . . . . . . . 22
Section 7.12 Counterparts. . . . . . . . . . . . . . . . . . . . . . 22
Section 7.13 Inspection of Agreement . . . . . . . . . . . . . . . . 22

Testimonium. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Exhibit A - Form of Warrant Certificate. . . . . . . . . . . . . . . . A-1

<PAGE>

THIS WARRANT AGREEMENT, dated as of __________, between The Walt
Disney Company, a corporation duly organized and existing under the laws of the
State of Delaware (the "Company") and ____________, a [corporation] [national
banking association] organized and existing under the laws of _____________, as
Warrant Agent (herein called the "Warrant Agent").

WHEREAS, the Company proposes to sell [IF OFFERED SECURITIES AND
WARRANTS - [title of Offered Securities being offered] (the "Offered
Securities") with] warrant certificates (such warrant certificates and other
warrant certificates issued pursuant to this Agreement herein called the
"Warrant Certificates") evidencing one or more warrants (the "Warrants" or,
individually, a "Warrant") representing the right to purchase shares of
[designation of Preferred Stock] (the "Preferred Stock"); and

WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing to so act, in connection with the
issuance, exchange, exercise and replacement of the Warrant Certificates, and in
this Agreement wishes to set forth, among other things, the form and provisions
of the Warrant Certificates and the terms and conditions on which they may be
issued, exchanged, exercised and replaced;

NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:

ARTICLE I

ISSUANCE, EXECUTION AND AUTHENTICATION
OF WARRANT CERTIFICATES

Section 1.1 ISSUANCE OF WARRANT CERTIFICATES. [IF WARRANTS ALONE --
Upon issuance, each Warrant Certificate shall evidence one or more Warrants.]
[IF OFFERED SECURITIES AND WARRANTS -- Warrant Certificates shall be
[initially] issued in units with the Offered Securities and shall [not]
be separately transferable [before __________, 19__ (the "Detachable Date")].
Each such unit shall consist of a Warrant Certificate or Certificates
evidencing an aggregate of __________ Warrants.] Each Warrant evidenced
thereby shall represent the right, subject to the provisions contained
herein and therein, to purchase one share of Preferred Stock.

<PAGE>

Section 1.2 FORM OF WARRANT CERTIFICATE. The Warrant Certificates
(including the Form(s) of Exercise [and Assignment] to be set forth on the
reverse thereof) shall be in substantially the form set forth in Exhibit A
hereto, shall be printed, lithographed or engraved on steel engraved borders
(or in any other manner determined by the officers executing such Warrant
Certificates, with the execution thereof by such officers conclusively
evidencing such determination) and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as
may be required to comply with any law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any securities exchange on
which the Warrant Certificates may be listed or as may, consistently
herewith, be determined by the officers executing such Warrant Certificates,
with the execution thereof by such officers conclusively evidencing such
determination.

Section 1.3 EXECUTION AND AUTHENTICATION OF WARRANT CERTIFICATES. The
Warrant Certificates shall be executed on behalf of the Company by its
Chairman, its Chief Executive Officer, its President or one of its Vice
Presidents (any reference to a Vice President of the Company herein shall be
deemed to include any Vice President of the Company whether or not designated
by a number or a word or words added before or after the title "Vice
President"), under its corporate seal reproduced thereon attested to by its
Treasurer or Secretary or one of its Assistant Treasurers or Assistant
Secretaries. The signature of any of these officers on the Warrant
Certificates may be manual or facsimile.

Warrant Certificates evidencing the right to purchase a number of shares
of Preferred Stock having an aggregate liquidation value not exceeding $
__________ (except as provided in Sections 1.4, 2.3(c), 4.1 and 4.2) may be
executed by the Company and delivered to the Warrant Agent upon the execution
of this Warrant Agreement or from time to time thereafter. The Warrant Agent
shall, upon receipt of Warrant Certificates duly executed on behalf of the
Company, authenticate Warrant Certificates evidencing Warrants representing
the right to purchase a number of shares of Preferred Stock having an
aggregate liquidation value not exceeding $ _________ and shall deliver such
Warrant Certificates to or upon the order of the Company. Subsequent to such
original issuance of the Warrant Certificates, the Warrant Agent shall
authenticate a Warrant Certificate only if the Warrant Certificate is issued
in exchange or in substitution for one or more previously authenticated
Warrant Certificates or in connection with their transfer, as hereinafter
provided.

<PAGE>

Each Warrant Certificate shall be dated the date of its authentication
by the Warrant Agent.

Section 1.4 TEMPORARY WARRANT CERTIFICATES. Pending the preparation of
definitive Warrant Certificates, the Company may execute, and upon the order
of the Company the Warrant Agent shall authenticate and deliver, temporary
Warrant Certificates which are printed, lithographed, typewritten,
mimeographed or otherwise produced substantially of the tenor of the
definitive Warrant Certificates in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Warrant Certificates may determine, with the
execution thereof by such officers conclusively evidencing such determination.

If temporary Warrant Certificates are issued, the Company will cause
definitive Warrant Certificates to be prepared without unreasonable delay.
After the preparation of definitive Warrant Certificates, the temporary
Warrant Certificates shall be exchangeable for definitive Warrant
Certificates upon surrender of the temporary Warrant Certificates at the
corporate trust office of the Warrant Agent [or ], without charge to
the Holder (as defined in Section 1.6 below). Upon surrender for
cancellation of any one or more temporary Warrant Certificates, the Company
shall execute and the Warrant Agent shall authenticate and deliver in
exchange therefor definitive Warrant Certificates representing the same
aggregate number of Warrants. Until so exchanged, the temporary Warrant
Certificates shall in all respects be entitled to the same benefits under
this Agreement as definitive Warrant Certificates.

<PAGE>

Section 1.5 PAYMENT OF TAXES. The Company will pay all stamp taxes and
other duties, if any, to which, under the laws of the United States of
America or any State or political subdivision thereof, this Agreement or the
original issuance of the Warrant Certificates may be subject.

Section 1.6 DEFINITION OF HOLDER. The term "Holder" as used herein shall
mean [IF OFFERED SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE
- -- prior to the Detachable Date, the registered owner of the Offered Security
to which such Warrant Certificate was initially attached, and, after such
Detachable Date,] the person in whose name at the time such Warrant Certificate
shall be registered upon the books to be maintained by the Warrant Agent for
that purpose pursuant to Section 4.1. [IF OFFERED SECURITIES AND WARRANTS
WHICH ARE NOT IMMEDIATELY DETACHABLE -- Prior to the Detachable Date, the
Company will, or will cause the registrar of the Offered Securities to, make
available to the Warrant Agent current information as to Holders of the Offered
Securities.]

ARTICLE II

WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

Section 2.1 WARRANT PRICE.(2) During the period set forth in Section 2.2,
each Warrant shall entitle the Holder thereof, subject to the provisions of this
Agreement, to purchase from the Company one share of Preferred Stock at the
exercise price of $ _________. Such exercise price of each Warrant is referred
to in this Agreement as the "Exercise Price."

Section 2.2 DURATION OF WARRANTS. Any Warrant evidenced by a Warrant
Certificate may be exercised at any time, as specified herein, on or after [the
date thereof] [________, 19__] and at or before the close of business
on ________, 19__ (the "Expiration Date"). Each Warrant not exercised at or
before the close of business on the Expiration Date shall become void, and all
rights of the Holder of the Warrant Certificate evidencing such Warrant under
this Agreement or otherwise shall cease.

- ----------------------
(2) Complete and modify the provisions of this Section as appropriate to
reflect the exact terms of the Warrants.

<PAGE>

Section 2.3 EXERCISE OF WARRANTS. (a) During the period specified in
Section 2.2, any whole number of Warrants may be exercised by surrendering the
Warrant Certificate evidencing such Warrants at the place or at the places set
forth in the Warrant Certificate, with the purchase form set forth in the
Warrant Certificate duly executed, accompanied by payment in full, in lawful
money of the United States of America, [in cash or by certified check or
official bank check in New York Clearing House funds] [by bank wire transfer in
immediately available funds,] of the Exercise Price for each Warrant exercised.
The date on which payment in full of the Exercise Price for a Warrant and the
duly executed and completed Warrant Certificate are received by the Warrant
Agent shall be deemed to be the date on which such Warrant is exercised. The
Warrant Agent shall deposit all funds received by it as payment for the
exercise of Warrants to the account of the Company maintained with it for such
purpose and shall advise the Company by telephone at the end of each day on
which such a payment is received of the amount so deposited to its account.
The Warrant Agent shall promptly confirm such telephonic advice to the Company
in writing.

(b) The Warrant Agent shall from time to time, as promptly as
practicable after the exercise of any Warrants in accordance with the terms
and conditions of this Agreement and the Warrant Certificates, advise the
Company of (i) the number of Warrants so exercised, (ii) the instructions of
each Holder of the Warrant Certificates evidencing such Warrants with respect
to delivery of the certificate or certificates representing shares of
Preferred Stock to which such Holder is entitled upon such exercise, and
instructions of such Holder as to delivery of Warrant Certificates evidencing
the balance, if any, of the Warrants remaining after such exercise, and (iii)
such other information as the Company shall reasonably require.

(c) As soon as practicable after the exercise of any Warrants, the
Company shall issue to or upon the order of the Holder of the Warrant
Certificate evidencing such Warrants, a certificate or certificates
representing the number of shares of Preferred Stock to which such Holder is
entitled in such name or names as may be directed by such Holder; and, if
fewer than all of the Warrants evidenced by such Warrant Certificate were
exercised, the Company shall execute and an authorized officer of the Warrant
Agent shall manually authenticate and deliver a new Warrant Certificate
evidencing the number of Warrants remaining unexercised.

<PAGE>

(d) The Company shall not be required to pay any stamp or other tax or
other governmental charge required to be paid in connection with any transfer
involved in the issuance of the Preferred Stock; and in the event that any
such transfer is involved, the Company shall not be required to issue or
deliver any shares of Preferred Stock until such tax or other charge shall
have been paid or it has been established to the Company's satisfaction that
no such tax or other charge is due.

Section 2.4 RESERVATION OF SHARES. For the purpose of enabling it to
satisfy any obligation to issue shares of Preferred Stock upon exercise of
Warrants, the Company will, at all times through the close of business on the
Expiration Date, reserve and keep available, free from preemptive rights and
out of its aggregate authorized but unissued shares of Preferred Stock, the
number of shares of Preferred Stock deliverable upon the exercise of all
outstanding Warrants.

The Company covenants that all shares of Preferred Stock issued upon
exercise of the Warrants will, upon issuance in accordance with the terms of
this Agreement, be fully paid and nonassessable and free from all taxes,
liens, charges and security interests created by or imposed upon the Company
with respect to the issuance and holding thereof.

ARTICLE III

OTHER TERMS OF WARRANTS

- -------------------------
(3) Complete and modify the provisions of this Section as appropriate to
reflect the exact terms of the Warrants.

<PAGE>

Section 3.1 ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES
PURCHASABLE OR NUMBER OF WARRANTS. The Exercise Price, the number of shares
of Preferred Stock purchasable upon the exercise of each Warrant and the
number of Warrants outstanding are subject to adjustment from time to time
upon the occurrence of the events enumerated in this Section 3.2.

(a) If the Company shall (i) pay a dividend in or make a distribution
of shares of its capital stock, whether shares of Preferred Stock or shares
of its capital stock of any other class, (ii) subdivide its outstanding
shares of Preferred Stock, (iii) combine its outstanding shares of Preferred
Stock into a smaller number of shares of Preferred Stock or (iv) issue any
shares of its capital stock in a reclassification of the Preferred Stock
(including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation), the number of
shares of Preferred Stock purchasable upon exercise of each Warrant
immediately prior thereto shall be adjusted so that the holder of each
Warrant shall be entitled to receive the kind and number of shares of
Preferred Stock or other securities of the Company which such holder would
have owned or have been entitled to receive after the happening of any of the
events described above, had such Warrant been exercised immediately prior to
the happening of such event or any record date with respect thereto. An
adjustment made pursuant to this paragraph (a) shall become effective
immediately after the effective date of such event, retroactive to
immediately after the record date, if any, for such event.

(b) If the Company shall issue rights, options or warrants to all
holders of its outstanding Preferred Stock, without any charge to such
holders, entitling them to subscribe for or purchase shares of Preferred
Stock at a price per share that is lower than the market price per share of
Preferred Stock (as defined in paragraph (e) below) at the record date
mentioned below, the number of shares of Preferred Stock thereafter
purchasable upon the exercise of each Warrant shall be determined by
multiplying the number of shares of Preferred Stock theretofore purchasable
upon exercise of each Warrant by a fraction, of which the numerator shall be
(i) the number of shares of Preferred Stock outstanding on the date of
issuance of such rights, options or warrants plus the number of additional
shares of Preferred Stock offered for subscription or purchase, and of which
the denominator shall be (ii) the number of shares of Preferred Stock
outstanding on the date of issuance of such rights, options or warrants plus
the number of shares which the aggregate offering price of the total number
of shares of Preferred Stock so offered would purchase at the market price
per share of Preferred Stock at such record

<PAGE>

date. Such adjustment shall be made whenever such rights, options or
warrants are issued, and shall become effective retroactive to immediately
after the record date for the determination of stockholders entitled to
receive such rights, options or warrants.

(c) If the Company shall distribute to all holders of its shares of
Preferred Stock evidences of its indebtedness or assets (excluding cash
dividends or distributions payable out of capital surplus and dividends or
distributions referred to in paragraph (a) above) or rights, options or
warrants or convertible or exchangeable securities containing the right to
subscribe for or purchase shares of Preferred Stock (excluding those referred
to in paragraph (b) above), then in each case the number of shares of
Preferred Stock thereafter purchasable upon the exercise of each Warrant
shall be determined by multiplying the number of shares of Preferred Stock
theretofore purchasable upon the exercise of each Warrant, by a fraction, of
which the numerator shall be (i) the then current market price per share of
Preferred Stock (as defined in paragraph (e) below) on the date of such
distribution, and of which the denominator shall be (ii) the then current
market price per share of Preferred Stock less the then fair value (as
determined by the Board of Directors of the Company, whose determination
shall be conclusive) of the portion of the assets or evidences of
indebtedness so distributed or of such subscription rights, options or
warrants or convertible or exchangeable securities applicable to one share of
Preferred Stock. Such adjustment shall be made whenever any such
distribution is made, and shall become effective on the date of distribution
retroactive to immediately after the record date for the determination of
stockholders entitled to receive such distribution.

(d) In the event of any capital reorganization or any
reclassification of the Preferred Stock (except as provided in paragraphs (a)
through (c) above), any holder of Warrants upon exercise thereof shall be
entitled to receive, in lieu of the Preferred Stock to which he or she would
have become entitled upon exercise immediately prior to such reorganization
or reclassification, the shares (of any class or classes) or other securities
or property of the Company that he or she would have been entitled to receive
at the same aggregate Exercise Price upon such reorganization or
reclassification if his or her Warrants had been exercised immediately prior
thereto.

(e) For the purpose of any computation under paragraphs (b) and (c)
of this Section 3.02, the current or closing market price per share of
Preferred Stock at any date shall be deemed to be the average of the daily
closing

<PAGE>

prices for ____ consecutive trading days commencing __________ trading days
before the date of such computation. The closing price for each day shall be
[the last sale price] for such day, in either case as reported in the
principal consolidated transaction reporting system with respect to
securities listed or admitted to trading on the New York Stock Exchange (the
"NYSE") or if the Preferred Stock is not listed on the NYSE, then on the
principal United States national securities exchange on which the Preferred
Stock is listed or quoted. If the Preferred Stock is not listed or quoted on
any United States national securities exchange, then the current or closing
market price per share of Preferred Stock shall be determined by the Board of
Directors of the Company in good faith.

(f) Whenever the number of shares of Preferred Stock purchasable
upon the exercise of each Warrant is adjusted as herein provided, the
Exercise Price payable upon the exercise of each Warrant shall be adjusted by
multiplying such Exercise Price immediately prior to such adjustment by a
fraction, of which the numerator shall be the number of shares purchasable
upon the exercise of each Warrant immediately prior to such adjustment, and
of which the denominator shall be the number of shares so purchasable
immediately thereafter.

(g) The Company may elect, on or after the date of any adjustment
required by paragraphs (a) through (d) of this Section 3.2, to adjust the
number of Warrants in substitution for an adjustment in the number of shares
of Preferred Stock purchasable upon the exercise of a Warrant. Each of the
Warrants outstanding after such adjustment of the number of Warrants shall be
exercisable for the same number of shares of Preferred Stock as immediately
prior to such adjustment. Each Warrant held of record prior to such
adjustment of the number of Warrants shall become that number of Warrants
(calculated to the nearest hundredth) obtained by dividing the Exercise Price
in effect prior to adjustment of the Exercise Price by the Exercise Price in
effect after adjustment of the Exercise Price. The Company shall notify the
holders of Warrants, in the same manner as provided in the first paragraph of
Section 7.5, of its election to adjust the number of Warrants, indicating the
record date for the adjustment, and, if known at the time, the amount of the
adjustment to be made. This record date may be the date on which the
Exercise Price is adjusted or any day thereafter. Upon each adjustment of
the number of Warrants pursuant to this paragraph (g) the Company shall, as
promptly as practicable, cause to be distributed to holders of record of
Warrants on such record date Warrant Certificates evidencing, subject to
paragraph (h), the additional Warrants to which such holders shall be
entitled as a result of such adjustment, or, at the option of the Company,
shall cause to be distributed to such

<PAGE>

holders of record in substitution and replacement for the Warrant
Certificates held by such holders prior to the date of adjustment, and upon
surrender thereof, if required by the Company, new Warrant Certificates
evidencing all the Warrants to be issued, executed and registered in the
manner specified in Section 1 (and which may bear, at the option of the
Company, the adjusted Exercise Price) and shall be registered in the names of
the holders of record of Warrant Certificates on the record date specified in
the notice.

(h) The Company shall not be required to issue fractions of
Warrants on any distribution of Warrants to holders of Warrant Certificates
pursuant to paragraph (g) or to distribute Warrant Certificates that evidence
fractional Warrants. In lieu of such fractional Warrants, there shall be
paid to the registered holders of the Warrant Certificates with regard to
which such fractional Warrants would otherwise be issuable, an amount in cash
equal to the same fraction of the current market value of a full Warrant on
the trading day immediately prior to the date on which such fractional
Warrant would have been otherwise issuable (the "Valuation Date"). For
purposes of this paragraph (h), the current market value of a Warrant shall
be the aggregate closing market price on the Valuation Date (determined as
set forth in paragraph (e)) of all shares of Preferred Stock issuable upon
exercise of one Warrant plus the fair value (as determined by the Board of
Directors of the Company, whose determination shall be conclusive) of any
other assets or securities purchasable upon exercise of one Warrant less the
Exercise Price of one Warrant.

(i) Notwithstanding any adjustment pursuant to Section 3.2 in the
number of shares of Preferred Stock purchasable upon the exercise of a
Warrant, the Company shall not be required to issue fractions of shares of
Preferred Stock upon exercise of the Warrants or to distribute certificates
which evidence fractional shares. In lieu of fractional shares, there shall
be paid to the registered holders of Warrant Certificates at the time such
Warrant Certificates are exercised as herein provided an amount in cash equal
to the same fraction of the current market value of a share of Preferred
Stock. For purposes of this paragraph (i), the current market value of a
share of Preferred Stock shall be the closing market price (determined as set
forth in paragraph (e)) of a share of Preferred Stock for the trading day
immediately prior to the date of such exercise.

ARTICLE IV

[REGISTRATION,] EXCHANGE, TRANSFER AND

<PAGE>

SUBSTITUTION OF WARRANT CERTIFICATES

Section 4.1 REGISTRATION, EXCHANGE AND TRANSFER OF WARRANT
CERTIFICATES. [If registered Warrants - - The Warrant Agent shall keep, at its
corporate trust office [and at _________], books in which, subject to such
reasonable regulations as it may prescribe, it shall register Warrant
Certificates and transfers of outstanding Warrant Certificates].

[IF OFFERED SECURITIES AND WARRANTS WHICH ARE IMMEDIATELY DETACHABLE
- -- Prior to the Detachable Date, a Warrant Certificate may be exchanged or
transferred only together with the Offered Security to which such Warrant
Certificate was initially attached, and only for the purpose of effecting, or in
conjunction with, an exchange or transfer of such Offered Security.
Additionally, on or prior to the Detachable Date, each transfer or exchange of
an Offered Security [on the register of the Offered Securities] shall operate
also to transfer or exchange the Warrant Certificate or Certificates to which
such Offered Security was initially attached. After the Detachable Date, upon]
[IF OFFERED SECURITIES AND WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR IF
WARRANTS ALONE -- Upon] surrender at the corporate trust office of the Warrant
Agent [or _________] of Warrant Certificates properly endorsed [or accompanied
by appropriate instruments of transfer] and accompanied by written instructions
for [transfer or] exchange, all in form satisfactory to the Company and the
Warrant Agent, such Warrant Certificates may be exchanged for other Warrant
Certificates or may be transferred in whole or in part; provided that Warrant
Certificates issued in exchange for [or upon transfer of] surrendered Warrant
Certificates shall evidence the same aggregate number of Warrants as the Warrant
Certificates so surrendered. No service charge shall be made for any exchange
[or transfer] of Warrant Certificates, but the Company may require payment of a
sum sufficient to cover any stamp or other tax or governmental charge that may
be imposed in connection with any such exchange [or transfer]. Whenever any
Warrant Certificates are so surrendered for exchange [or transfer], the Company
shall execute and an authorized officer of the Warrant Agent shall manually
authenticate and deliver to the person or persons entitled thereto a Warrant
Certificate or Warrant Certificates as so requested. The Warrant Agent shall
not be required to effect any exchange [or transfer] which would result in the
issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number
of full Warrants and a fraction of a Warrant. All Warrant Certificates issued
upon any exchange [or transfer] of Warrant Certificates shall evidence the same
obligations, and be entitled to the same benefits under this Agreement, as the
Warrant Certificates surrendered for such exchange [or transfer].

<PAGE>

Section 4.2 MUTILATED, DESTROYED, LOST OR STOLEN WARRANT
CERTIFICATES. If any mutilated Warrant Certificate is surrendered to the
Warrant Agent, the Company shall execute and an officer of the Warrant Agent
shall manually authenticate and deliver in exchange therefor a new Warrant
Certificate of like tenor and bearing a number not contemporaneously
outstanding. If there shall be delivered to the Company and the Warrant
Agent (i) evidence to their satisfaction of the destruction, loss or theft of
any Warrant Certificate and of the ownership thereof and (ii) such security
or indemnity as may be required by them to save each of them and any agent of
either of them harmless, then, in the absence of notice to the Company or the
Warrant Agent that such Warrant Certificate has been acquired by a bona fide
purchaser, the Company shall execute and upon its request an officer of the
Warrant Agent shall manually authenticate and deliver, in lieu of any such
destroyed, lost or stolen Warrant Certificate, a new Warrant Certificate of
like tenor and bearing a number not contemporaneously outstanding. Upon the
issuance of any new Warrant Certificate under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Warrant Agent) connected
therewith. Every new Warrant Certificate issued pursuant to this Section in
lieu of any destroyed, lost or stolen Warrant Certificate shall evidence an
original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Warrant Certificate shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Agreement equally and proportionately with any and all other Warrant
Certificates duly issued hereunder. The provisions of this Section are
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Warrant Certificates.

Section 4.3 PERSONS DEEMED OWNERS. [IF OFFERED SECURITIES AND
WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE -- Prior to the Detachable Date,
the Company, the Warrant Agent and all other persons may treat the owner of any
Offered Security as the owner of the Warrant Certificates initially attached
thereto for any purpose and as the person entitled to exercise the rights
represented by the Warrants evidenced by such Warrant Certificates, any notice
to the contrary notwithstanding. After the Detachable Date, and] Prior to due
presentment of a Warrant Certificate for registration of transfer, the Company,
the Warrant Agent and all other persons may treat the Holder as the owner
thereof for any purpose and as the person entitled to exercise the rights
represented by the Warrants evidenced thereby, any notice to the contrary
notwithstanding.

<PAGE>

Section 4.4 CANCELLATION OF WARRANT CERTIFICATES. Any Warrant
Certificate surrendered for exchange[, transfer] or exercise of the Warrants
evidenced thereby shall, if surrendered to the Company, be delivered to the
Warrant Agent, and all Warrant Certificates surrendered or so delivered to
the Warrant Agent shall be promptly cancelled by it and shall not be reissued
and, except as expressly permitted by this Agreement, no Warrant Certificate
shall be issued hereunder in lieu or in exchange thereof. The Company may at
any time deliver to the Warrant Agent for cancellation any Warrant
Certificates previously issued hereunder which the Company may have acquired
in any manner whatsoever, and all Warrant Certificates so delivered shall be
promptly cancelled by the Warrant Agent. All cancelled Warrant Certificates
held by the Warrant Agent shall be destroyed by it unless by written order
the Company requests their return to it.

ARTICLE V

OTHER PROVISIONS RELATING TO RIGHTS
OF HOLDERS OF WARRANT CERTIFICATES

Section 5.1 NO RIGHTS AS STOCKHOLDERS CONFERRED BY WARRANTS OR
WARRANT CERTIFICATES. No Warrant Certificate or Warrant evidenced thereby
shall entitle the Holder thereof to any of the rights of a stockholder,
including, without limitation, the right to receive dividends.

Section 5.2 HOLDER OF WARRANT CERTIFICATE MAY ENFORCE RIGHTS.
Notwithstanding any of the provisions of this Agreement, any Holder of any
Warrant Certificate, without the consent of the Warrant Agent, any
stockholder or the Holder of any other Warrant Certificate, may, on its own
behalf and for its own benefit, enforce, and may institute and maintain any
suit, action or proceeding against the Company suitable to enforce or
otherwise in respect of its right to exercise the Warrant or Warrants
evidenced by his or her Warrant Certificate in the manner provided in the
Warrant Certificates and in this Agreement.

ARTICLE VI

CONCERNING THE WARRANT AGENT

Section 6.1 WARRANT AGENT. The Company hereby appoints
____________ as Warrant Agent of the Company in respect of the Warrants and

<PAGE>

the Warrant Certificates upon the terms and subject to the conditions herein
set forth, and ___________ hereby accepts such appointment. The Warrant
Agent shall have the power and authority granted to and conferred upon it in
the Warrant Certificates and hereby and such further power and authority to
act on behalf of the Company as the Company may hereafter grant to or confer
upon it. All of the terms and provisions with respect to such power and
authority contained in the Warrant Certificates are subject to and governed
by the terms and provisions hereof.

Section 6.2 CONDITIONS OF WARRANT AGENT'S OBLIGATIONS. The
Warrant Agent accepts its obligations herein set forth, upon the terms and
conditions hereof, including the following, to all of which the Company
agrees and to all of which the rights hereunder of the Holders from time to
time of the Warrant Certificates shall be subject:

(a) COMPENSATION AND INDEMNIFICATION. The Company agrees
promptly to pay the Warrant Agent the compensation to be agreed upon with the
Company for all services rendered by the Warrant Agent and to reimburse the
Warrant Agent for reasonable out-of-pocket expenses (including reasonable
counsel fees) incurred by the Warrant Agent in connection with the services
rendered hereunder by the Warrant Agent. The Company also agrees to
indemnify the Warrant Agent for, and hold it harmless against, any loss,
liability or expense incurred without negligence or bad faith on the part of
the Warrant Agent, arising out of or in connection with its acting as such
Warrant Agent hereunder, including the reasonable costs and expenses of
defending itself against any claim or liability in connection with the
exercise or performance at any time of its powers or duties hereunder. The
obligations of the Company under this subsection (a) shall survive the
exercise of the Warrant Certificates and the resignation or removal of the
Warrant Agent.

(c) COUNSEL. The Warrant Agent may consult with counsel, which
may include counsel for the Company, and the written advice of such counsel
shall be full and complete authorization and protection in respect of any

<PAGE>

action taken, suffered, or omitted by it hereunder in good faith and in
reliance thereon.

(g) NO LIABILITY FOR INVALIDITY. The Warrant Agent shall not
incur any liability with respect to the validity of this Agreement or any of
the Warrant Certificates.

(h) NO RESPONSIBILITY FOR REPRESENTATIONS. The Warrant Agent
shall not be responsible for any of the Recitals or representations contained
herein or in the Warrant Certificates (except as to the Warrant Agent's
Certificate of Authentication thereon), all of which are made solely by the
Company.

<PAGE>

Agent shall not be under any obligation to take any action hereunder which
may tend to involve it in any expense or liability, the payment of which
within a reasonable time is not, in its reasonable opinion, assured to it.
The Warrant Agent shall not be accountable or under any duty or
responsibility for the use by the Company of any of the Warrant Certificates
authenticated by the Warrant Agent and delivered by it to the Company
pursuant to this Agreement or for the application by the Company of the
proceeds of the Warrant Certificates or any exercise of the Warrants
evidenced thereby. The Warrant Agent shall have no duty or responsibility in
case of any default by the Company in the performance of its covenants or
agreements contained herein or in the Warrant Certificates or in the case of
the receipt of any written demand from a Holder of a Warrant Certificate with
respect to such default, including, without limiting the generality of the
foregoing, any duty or responsibility to initiate or attempt to initiate any
proceedings at law or otherwise or, except as provided in Section 7.4 hereof,
to make any demand upon the Company.

Section 6.3 RESIGNATION, REMOVAL AND ASSIGNMENT OF SUCCESSOR. (a)
The Company agrees, for the benefit of the Holders from time to time of the
Warrant Certificates, that there shall at all times be a Warrant Agent
hereunder until all of the Warrant Certificates are no longer exercisable.

(b) The Warrant Agent may at any time resign as such agent
by giving written notice to the Company of such intention on its part,
specifying the date on which it desires its resignation to become effective;
provided that, without the consent of the Company, such date shall not be
less than three months after the date on which such notice is given. The
Warrant Agent hereunder may be removed at any time by the filing with it of
an instrument in writing signed by or on behalf of the Company and specifying
such removal and the date on which the Company expects such removal to become
effective. Such resignation or removal shall take effect upon the
appointment by the Company of a successor Warrant Agent (which shall be a
bank or trust company organized and doing business under the laws of the
United States of America, any State thereof or the District of Columbia and
authorized under such laws to exercise corporate trust powers) by an
instrument in writing filed with such successor Warrant Agent and the
acceptance of such appointment by such successor Warrant Agent pursuant to
Section 6.3(d).

<PAGE>

for the benefit of its creditors or consent to the appointment of a receiver
or custodian of all or any substantial part of its property, or shall admit
in writing its inability to pay or meet its debts as they mature, or if a
receiver or custodian of it or of all or any substantial part of its property
shall be appointed, or if an order of any court shall be entered approving
any petition filed by or against it under the provisions of any applicable
bankruptcy or similar law, or if any public officer shall have taken charge
or control of the Warrant Agent or of its property or affairs, a successor
Warrant Agent, qualified as aforesaid, shall be appointed by the Company by
an instrument in writing filed with the successor Warrant Agent. Upon the
appointment as aforesaid of a successor Warrant Agent and acceptance by the
latter of such appointment, the Warrant Agent so superseded shall cease to be
the Warrant Agent hereunder.

(d) Any successor Warrant Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment hereunder, and thereupon such successor
Warrant Agent, without any further act, deed or conveyance, shall become
vested with all the authority, rights, powers, trusts, immunities, duties and
obligations of such predecessor with like effect as if originally named as
Warrant Agent hereunder, and such predecessor, upon payment of its charges
and disbursements then unpaid, shall thereupon become obligated to transfer,
deliver and pay over, and such successor Warrant Agent shall be entitled to
receive, all monies, securities and other property on deposit with or held by
such predecessor, as Warrant Agent hereunder.

(e) Any corporation into which the Warrant Agent hereunder
may be merged or converted or any corporation with which the Warrant Agent
may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Warrant Agent shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Warrant Agent, provided that it shall be qualified as
aforesaid, shall be the successor Warrant Agent under this Agreement without
the execution or filing of any paper or any further act on the part of any of
the parties hereto.

ARTICLE VII

MISCELLANEOUS

<PAGE>

Section 7.1 CONSOLIDATIONS AND MERGERS OF THE COMPANY AND SALES,
LEASES AND CONVEYANCES PERMITTED SUBJECT TO CERTAIN CONDITIONS. The Company
may consolidate with, or sell or convey all or substantially all of its
assets to, or merge with or into any other corporation, provided that in any
such case, either the Company shall be the continuing corporation, or the
corporation (if other than the Company) formed by such consolidation or into
which the Company is merged or the corporation which acquired by purchase or
conveyance all or substantially all of the assets of the Company shall
expressly assume the obligations of the Company hereunder.

Section 7.2 RIGHTS AND DUTIES OF SUCCESSOR CORPORATION. In case
of any such consolidation, merger, sale, lease or conveyance and upon any
such assumption by the successor corporation, such successor corporation
shall succeed to and be substituted for the Company, with the same effect as
if it had been named herein, and the predecessor corporation, except in the
event of a lease, shall be relieved of any further obligation under this
Agreement and the Warrants. Such successor corporation thereupon may cause
to be signed, and may issue either in its own name or in the name of the
Company, any or all of the shares of Preferred Stock issuable pursuant to the
terms hereof.

Section 7.3 AMENDMENT. This Agreement may be amended by the
parties hereto, without the consent of the Holder of any Warrant Certificate,
for the purpose of curing any ambiguity, or curing, correcting or
supplementing any defective provision contained herein, or making such
provisions in regard to matters or questions arising under this Agreement as
the Company may deem necessary or desirable; provided that such action shall
not adversely affect the interests of the Holders of the Warrant Certificates
in any material respect. Any amendment or supplement to this Agreement or
the Warrants that has a material adverse effect on the interests of Holders
of any series of Warrants shall require the written consent of the Holders of
a majority of the then outstanding Warrants of such series. The consent of
each Holder of a Warrant affected shall be required for any amendment
pursuant to which the Warrant Price would be increased or the number of
shares of Preferred Stock purchasable upon exercise of Warrants would be
decreased. The Warrant Agent may, but shall not be obligated to, enter into
any amendment to this Agreement which affects the Warrant Agent's own rights,
duties or immunities under this Agreement or otherwise.

Section 7.4 NOTICES AND DEMANDS TO THE COMPANY AND WARRANT AGENT.
If the Warrant Agent shall receive any notice or demand addressed to the

<PAGE>

Company by the Holder of a Warrant Certificate pursuant to the provisions of
the Warrant Certificates, the Warrant Agent shall promptly forward such
notice or demand to the Company.

Section 7.5 NOTICES TO WARRANTHOLDERS. Upon any adjustment of the
number of shares purchasable upon exercise of each Warrant, the Exercise
Price or the number of Warrants outstanding pursuant to Section 3.2, the
Company within _______ calendar days thereafter shall (i) cause to be filed
with the Warrant Agent a certificate of a firm of independent public
accountants of recognized standing selected by the Company (who may be the
regular auditors of the Company) setting forth the Exercise Price and either
the number of shares of Preferred Stock and other securities or assets
purchasable upon exercise of each Warrant or the additional number of
Warrants to be issued for each previously outstanding Warrant, as the case
may be, after such adjustment and setting forth in reasonable detail the
method of calculation and the facts upon which such adjustment are made,
which certificate shall be conclusive evidence of the correctness of the
matters set forth therein, and (ii) cause to be given to each of the
registered holders of the Warrant Certificates at such holder's address
appearing on the Warrant Register written notice of such adjustments by
first-class mail, postage prepaid. Where appropriate, such notice may be
given in advance and included as part of the notice required to be mailed
under the provisions of this Section 7.5.

Pursuant to Sections 3.1 [add other sections as applicable], the
Company shall cause written notice of such Call Price, Call Date and Call
Terms [reference other items as applicable], as the case may be, to be given
as soon as practicable to the Warrant Agent and to each of the registered
holders of the Warrant Certificates by first class mail, postage prepaid, at
such holder's address appearing on the Warrant Register. In addition to the
written notice referred to in the preceding sentence, the Company shall make
a public announcement in a daily morning newspaper of general circulation in
__________ of such Call Price, Call Date, and Call Terms
[reference other items as applicable], as the case may be, at least once a
week for two successive weeks prior to the implementation of such terms.

If:

(a) the Company shall declare any dividend payable in any
securities upon its shares of Preferred Stock or make any distribution (other
than a cash dividend) to the holders of its shares of Preferred Stock; or

<PAGE>

(b) the Company shall offer to the holders of its shares of
Preferred Stock any additional shares of Preferred Stock or securities
convertible into shares of Preferred Stock or any right to subscribe thereto;
or

(c) there shall be a dissolution, liquidation or winding up
of the Company (other than in connection with a consolidation, merger, or
sale of all substantially all of its property, assets, and business as an
entirety);

then the Company shall (i) cause written notice of such event to be filed
with the Warrant Agent and shall cause written notice of such event to be
given to each of the registered holders of the Warrant Certificates at such
holder's address appearing on the Warrant Register, by first-class mail,
postage prepaid, and (ii) make a public announcement in a daily newspaper of
general circulation in ___________________ of such event, such giving of
notice and publication to be completed at least ________ calendar days prior
to the date fixed as a record date or the date of closing the transfer books
for the determination of the stockholders entitled to such dividend,
distribution, or subscription rights, or for the determination of
stockholders entitled to vote on such proposed dissolution, liquidation or
winding up. Such notice shall specify such record date or the date of
closing the transfer books, as the case may be. The failure to give the
notice required by this Section 7.5 or any defect therein shall not affect
the legality or validity of any distribution, right, warrant, dissolution,
liquidation or winding up or the vote upon or any other action taken in
connection therewith.

Section 7.6 ADDRESSES. Any communications from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to
_______________, Attention: ________________, and any communications from the
Warrant Agent to the Company with respect to this Agreement shall be
addressed to The Walt Disney Company, 500 South Buena Vista Street, Burbank,
California 91521, Attention: Corporate Secretary (or such other address as
shall be specified in writing by the Warrant Agent or by the Company).

Section 7.7 GOVERNING LAW. THIS AGREEMENT AND EACH WARRANT
CERTIFICATE ISSUED HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING WITHOUT
LIMITATION Section 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

<PAGE>

Section 7.8 DELIVERY OF PROSPECTUS. The Company will furnish to
the Warrant Agent sufficient copies of a prospectus, appropriately
supplemented, relating to the Preferred Stock (the "Prospectus"), and the
Warrant Agent agrees that upon the exercise of any Warrant Certificate, the
Warrant Agent will deliver to the person designated to receive a certificate
representing shares of Preferred Stock, prior to or concurrently with the
delivery of such Securities, a Prospectus.

Section 7.9 OBTAINING OF GOVERNMENTAL APPROVALS. The Company will
from time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental
agencies and authorities and securities acts filings under United States
Federal and State laws (including, without limitation, to the extent
required, the maintenance of the effectiveness of a registration statement in
respect of the Preferred Stock under the Securities Act of 1933, as amended),
which may be or become required in connection with exercise of the Warrant
Certificates and the original issuance and delivery of the Preferred Stock.

Section 7.10 PERSONS HAVING RIGHTS UNDER WARRANT AGREEMENT.
Nothing in this Agreement expressed or implied and nothing that may be
inferred from any of the provisions herein is intended, or shall be
construed, to confer upon, or give to, any person or corporation other than
the Company, the Warrant Agent and the Holders of the Warrant Certificates
any right, remedy or claim under or by reason of this Agreement or of any
covenant, condition, stipulation, promise or agreement hereof; and all
covenants, conditions, stipulations, promises and agreements contained in
this Agreement shall be for the sole and exclusive benefit of the Company and
the Warrant Agent and their successors and of the Holders of the Warrant
Certificates.

Section 7.11 HEADINGS. The Article and Section headings herein
and the Table of Contents are for convenience of reference only and shall not
affect the construction hereof.

Sec;tion 7.12 COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original; but such counterparts shall together constitute but one and the
same instrument.

Section 7.13 INSPECTION OF AGREEMENT. A copy of this Agreement
shall be available at all reasonable times at the principal corporate trust
office of

<PAGE>

the Warrant Agent [and at ___________] for inspection by the Holder
of any Warrant Certificate. The Warrant Agent may require such Holder to
submit its Warrant Certificate for inspection by it.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed, and their respective corporate seal to be hereunto
affixed and attested, all as of the day and year first above written.

THE WALT DISNEY COMPANY

By:
--------------------------------

[SEAL]

Attest

- ------------------------------
[Assistant] Secretary

[SEAL] Attest:

[Assistant] Secretary

[NAME OF WARRANT AGENT]

By:
--------------------------------

[SEAL]

Attest:

- ------------------------------
[Assistant] Secretary

<PAGE>
EXHIBIT A

[FORM OF WARRANT CERTIFICATE]
[Face]

FORM OF LEGEND IF OFFERED [Prior to ___________, this
SECURITIES WITH WARRANTS Warrant Certificate may be
WHICH ARE NOT IMMEDIATELY transferred or exchanged if
DETACHABLE and only if the [Title of
Security] to which it was
initially attached is so
transferred or exchanged.]

FORM OF LEGEND IF WARRANTS [Prior to
ARE NOT IMMEDIATELY _________________, Warrants
EXERCISABLE evidenced by this Warrant
Certificate cannot be
exercised.]

EXERCISABLE ONLY IF AUTHENTICATED BY THE WARRANT
AGENT AS PROVIDED HEREIN

VOID AFTER THE CLOSE OF BUSINESS ON ____________, 199__

THE WALT DISNEY COMPANY

Warrant Certificate representing
Warrants to purchase
Preferred Stock
as described herein.

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

No. __________ Warrants

This certifies that __________ or registered assigns is the
registered owner of the above indicated number of Warrants, each Warrant
entitling such registered owner to purchase, at any time [after the close of
business on _________, 19__, and] on or before the close of business
on ________, 19__, one share of the [designation of Preferred Stock]
("Preferred stock") of The Walt

A-1
<PAGE>

Disney Company, (the "Company"), on the following basis.* During such period,
each Warrant shall entitle the Holder thereof, subject to the provisions of
the Warrant Agreement (as defined below), to purchase from the Company one
share of Preferred Stock at the exercise price of $ ________ (the "Exercise
Price"). The Holder of this Warrant Certificate may exercise the Warrants
evidenced hereby, in whole or in part, by surrendering this Warrant
Certificate, with the purchase form set forth hereon duly completed,
accompanied by payment in full, in lawful money of the United States of
America, [in cash or by certified check or official bank check in New York
Clearing House funds or by bank wire transfer in immediately available funds],
the Exercise Price for each Warrant exercised, to the Warrant Agent (as
hereinafter defined), at the corporate trust office of [name of Warrant Agent],
or its successor, as warrant agent (the "Warrant Agent") [or at ________],
the addresses specified on the reverse hereof and upon compliance with and
subject to the conditions set forth herein and in the Warrant Agreement.

The term "Holder" as used herein shall mean [IF OFFERED DEBT
SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE -- prior to
________, 19__ (the "Detachable Date"), the registered owner of the Company's
[title of Offered Securities] to which such Warrant Certificate was initially
attached, and after such Detachable Date,] the person in whose name at the time
such Warrant Certificate shall be registered upon the books to be maintained by
the Warrant Agent for that purpose pursuant to Section 4.1 of the Warrant
Agreement.

Any whole number of Warrants evidenced by this Warrant Certificate may
be exercised to purchase shares of Preferred Stock. Upon any exercise of fewer
than all of the Warrants evidenced by this Warrant Certificate, there shall be
issued to the registered owner hereof a new Warrant Certificate evidencing the
number of Warrants remaining unexercised.

This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of ________, 19__ (the "Warrant Agreement"), between
the Company and the Warrant Agent and is subject to the terms and provisions
contained in the Warrant Agreement, to all of which terms and provisions the
holder of this Warrant Certificate consents by acceptance hereof. Copies

- ---------------
* Complete and modify the following provisions as appropriate to reflect
the terms of the Warrants.

A-2
<PAGE>

of the Warrant Agreement are on file at the above-mentioned office of the
Warrant Agent [and at ________].

[IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE--prior to ________, 19__ (the "Detachable Date"), this Warrant
Certificate may be exchanged or transferred only together with the [title of
Offered Security] (the "Offered Security") to which this Warrant Certificate was
initially attached, and only for the purpose of effecting, or in conjunction
with, an exchange or transfer of such Offered Security. Additionally, on or
prior to the Detachable Date, each transfer of such Offered Security on the
register of the Offered Securities shall operate also to transfer this Warrant
Certificate. After the Detachable Date, this] [IF OFFERED DEBT SECURITIES WITH
WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE--This] Warrant
Certificate and all rights hereunder, may be transferred when surrendered at the
corporate trust office of the Warrant Agent [or ________] by the registered
owner or his assigns, in person or by an attorney duly authorized in writing, in
the manner and subject to the limitations provided in the Warrant Agreement.

[IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE--Except as provided in the immediately preceding paragraph, after]
[IF OFFERED DEBT SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR
WARRANTS ALONE-After] authentication by the Warrant Agent and prior to the
expiration of this Warrant Certificate, this Warrant Certificate may be
exchanged at the corporate trust office of the Warrant Agent [or at
______________________] for Warrant Certificates representing the same aggregate
number of Warrants.

This Warrant Certificate shall not entitle the registered owner hereof
to any of the rights of a stockholder, including, without limitation, the right
to receive dividends.

This Warrant Certificate shall not be valid obligatory for any purpose
until authenticated by the Warrant Agent.

A-3
<PAGE>

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed under its corporate seal.

Dated:
------------------

THE WALT DISNEY COMPANY

By:
--------------------------------

Attest:

- ------------------------------------
Certificate of Authentication

This is one of the Warrant Certificates referred to in the
within-mentioned Warrant Agreement.

- ------------------------------------
As Warrant Agent

By:
--------------------------------
Authorized Signature

A-4
<PAGE>

[FORM OF WARRANT CERTIFICATE]
[REVERSE]
(Instructions for Exercise of Warrants)

To exercise any Warrants evidenced hereby, the Holder of this Warrant
Certificate must pay [in cash or by certified check or official bank check in
New York Clearing House funds or by bank wire transfer in immediately available
funds], the Exercise Price in full for each of the Warrants exercised, to
_________, Corporate Trust Department, ____________, Attn: [or ____________],
which payment should specify the name of the Holder of this Warrant Certificate
and the number of Warrants exercised by such Holder. In addition, the Holder of
this Warrant Certificate should complete the information required below and
present in person or mail by registered mail this Warrant Certificate to the
Warrant Agent at the addresses set forth below.

[FORM OF EXERCISE]

(To be executed upon exercise of Warrants.)

The undersigned hereby irrevocably elects to exercise Warrants,
represented by this Warrant Certificate, to purchase ________ shares of the
[designation of Preferred Stock] ("Preferred Stock") of The Walt Disney Company
and represents that he or she has tendered payment for such shares of Preferred
Stock [in cash or by certified check or official bank check in New York Clearing
House funds or by bank wire transfer in immediately available funds] to the
order of The Walt Disney Company, c/o Treasurer, in the amount of $________ in
accordance with the terms hereof. The undersigned requests that said shares of
Preferred Stock be registered in such names and delivered, all as specified in
accordance with the instructions set forth below.

If said number of shares of Preferred Stock is less than all of the
shares of Preferred Stock purchasable hereunder, the undersigned requests that a
new Warrant Certificate representing the remaining balance of the Warrants
evidenced hereby be issued and delivered to the undersigned unless otherwise
specified in the instructions below.

A-5
<PAGE>

Dated:

Name
------------------------------
(Please Print)

- ------------------------------
(Insert Social Security
or Other Identifying
Number of Holder)

Address
----------------------------

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

-----------------------------------
Signature (Signature must conform in all
respects to name of holder as specified
on the face of this Warrant Certificate
and must bear a signature guarantee by a
bank, trust company or member broker of
the New York, Chicago or Pacific Stock
Exchange.)

This Warrant may be exercised at the following addresses:

By hand at
-------------------------------------

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

By mail at
-------------------------------------

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

A-6
<PAGE>

(Instructions as to form and delivery of
certificates representing shares of Preferred Stock
and/or Warrant Certificates):

A-7
<PAGE>
[FORM OF ASSIGNMENT]

(TO BE EXECUTED TO TRANSFER
THE WARRANT CERTIFICATE)

FOR VALUE RECEIVED ____________________________ hereby sells, assigns
and transfers unto

------------------------------------
Please print name and address
(including zip code)

Please insert social security or
other identifying number

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

- ------------------------------------------------------------------------
the right represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint __________, Attorney, to transfer said
Warrant Certificate on the books of the Warrant Agent with full power of
substitution.

Dated:

----------------------------------
Signature

(Signature must conform in all respects to name of
holder as specified on the face of this Warrant
Certificate and must bear a signature guarantee by a
bank, trust company or member broker of the New York,
Chicago or Pacific Stock Exchange.)

Signature Guaranteed:

A-8

<PAGE>

EXHIBIT 4.8

FORM OF COMMON STOCK WARRANT AGREEMENT
- --------------------------------------------------------------------------------

THE WALT DISNEY COMPANY

AND

________________________________,
AS WARRANT AGENT

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

WARRANT AGREEMENT

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

DATED AS OF ________

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

<PAGE>

PAGE
----
TABLE OF CONTENTS (1)
<S> <C>
Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE I

ISSUANCE, EXECUTION AND AUTHENTICATION
OF WARRANT CERTIFICATES

Section 1.1 Issuance of Warrant Certificates. . . . . . . . . . . . . . . . . . 1
Section 1.2 Form of Warrant Certificate . . . . . . . . . . . . . . . . . . . . 2
Section 1.3 Execution and Authentication of Warrant Certificates. . . . . . . . 2
Section 1.4 Temporary Warrant Certificates. . . . . . . . . . . . . . . . . . . 3
Section 1.5 Payment of Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.6 Definition of Holder. . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE II

WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

Section 2.1 Warrant Price . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 2.2 Duration of Warrants. . . . . . . . . . . . . . . . . . . . . . . . 4
Section 2.3 Exercise of Warrants. . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.4 Reservation of Shares . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE III

OTHER TERMS OF WARRANTS

Section 3.1 INTENTIONALLY OMITTED . . . . . . . . . . . . . . . . . . . . . . . 6
Section 3.2 Adjustment of Exercise Price and Number
of Shares Purchasable or Number of Warrants . . . . . . . . . . . 6

- ----------------------
(1) The Table of Contents is not a part of the Warrant Agreement.

<PAGE>

ARTICLE IV

[REGISTRATION,] EXCHANGE, TRANSFER AND
SUBSTITUTION OF WARRANT CERTIFICATES
PAGE
----
Section 4.1 Registration, Exchange and Transfer
of Warrant Certificates . . . . . . . . . . . . . . . . . . . . . 10
Section 4.2 Mutilated, Destroyed, Lost or Stolen
Warrant Certificates . . . . . . . . . . . . . . . . . . . . . . . 11
Section 4.3 Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . 12
Section 4.4 Cancellation of Warrant Certificates. . . . . . . . . . . . . . . . 12

ARTICLE V

OTHER PROVISIONS RELATING TO RIGHTS
OF HOLDERS OF WARRANT CERTIFICATES

Section 5.1 No Rights as Stockholders Conferred by
Warrants or Warrant Certificates . . . . . . . . . . . . . . . . . 13
Section 5.2 Holder of Warrant Certificate May Enforce Rights. . . . . . . . . . 13

ARTICLE VI

CONCERNING THE WARRANT AGENT

Section 6.1 Warrant Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 6.2 Conditions of Warrant Agent's Obligations . . . . . . . . . . . . . 14
Section 6.3 Resignation, Removal and Assignment of Successor. . . . . . . . . . 16

ARTICLE VII

MISCELLANEOUS

Section 7.1 Consolidations and Mergers of the Company and
Sales, Leases and Conveyances Permitted Subject
to Certain Conditions . . . . . . . . . . . . . . . . . . . . . . 17
Section 7.2 Rights and Duties of Successor Corporation. . . . . . . . . . . . . 18

iii

<PAGE>

PAGE
----
Section 7.3 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 7.4 Notices and Demands to the Company and Warrant Agent. . . . . . . . 18
Section 7.5 Notices to Warrantholders . . . . . . . . . . . . . . . . . . . . . 18
Section 7.6 Addresses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 7.7 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 7.8 Delivery of Prospectus. . . . . . . . . . . . . . . . . . . . . . . 20
Section 7.9 Obtaining of Government Approvals . . . . . . . . . . . . . . . . . 20
Section 7.10 Persons Having Rights Under Warrant Agreement . . . . . . . . . . . 20
Section 7.11 Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 7.12 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 7.13 Inspection of Agreement . . . . . . . . . . . . . . . . . . . . . . 21

Testimonium. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Exhibit A - Form of Warrant Certificate. . . . . . . . . . . . . . . . . . . . . A-1
</TABLE>

<PAGE>

THIS WARRANT AGREEMENT, dated as of _______________, between The Walt
Disney Company, a corporation duly organized and existing under the laws of the
State of Delaware (the "Company") and ____________, a [corporation] [national
banking association] organized and existing under the laws of _____________, as
Warrant Agent (herein called the "Warrant Agent").

WHEREAS, the Company proposes to sell [IF OFFERED SECURITIES AND
WARRANTS - [title of Offered Securities being offered] (the "Offered
Securities") with] warrant certificates (such warrant certificates and other
warrant certificates issued pursuant to this Agreement herein called the
"Warrant Certificates") evidencing one or more warrants (the "Warrants" or,
individually, a "Warrant") representing the right to purchase shares of common
stock, par value $0.01 per share (the "Common Stock"), of the Company; and

WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing to so act, in connection with the
issuance, exchange, exercise and replacement of the Warrant Certificates, and in
this Agreement wishes to set forth, among other things, the form and provisions
of the Warrant Certificates and the terms and conditions on which they may be
issued, exchanged, exercised and replaced;

NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:

ARTICLE I

ISSUANCE, EXECUTION AND AUTHENTICATION
OF WARRANT CERTIFICATES

Section 1.1 ISSUANCE OF WARRANT CERTIFICATES. [IF WARRANTS ALONE --
Upon issuance, each Warrant Certificate shall evidence one or more Warrants.]
[IF OFFERED SECURITIES AND WARRANTS -- Warrant Certificates shall be [initially]
issued in units with the Offered Securities and shall [not] be separately
transferable [before __________, 19__ (the "Detachable Date")]. Each such unit
shall consist of a Warrant Certificate or Certificates evidencing an aggregate
of __________ Warrants.] Each Warrant evidenced thereby shall represent the
right, subject to the provisions contained herein and therein, to purchase one
share of Common Stock.

<PAGE>

Section 1.2 FORM OF WARRANT CERTIFICATE. The Warrant Certificates
(including the Form(s) of Exercise [and Assignment] to be set forth on the
reverse thereof) shall be in substantially the form set forth in Exhibit A
hereto, shall be printed, lithographed or engraved on steel engraved borders (or
in any other manner determined by the officers executing such Warrant
Certificates, with the execution thereof by such officers conclusively
evidencing such determination) and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any securities exchange on which the
Warrant Certificates may be listed or as may, consistently herewith, be
determined by the officers executing such Warrant Certificates, with the
execution thereof by such officers conclusively evidencing such determination.

Section 1.3 EXECUTION AND AUTHENTICATION OF WARRANT CERTIFICATES.
The Warrant Certificates shall be executed on behalf of the Company by its
Chairman, its Chief Executive Officer, its President or one of its Vice
Presidents (any reference to a Vice President of the Company herein shall be
deemed to include any Vice President of the Company whether or not designated by
a number or a word or words added before or after the title "Vice President"),
under its corporate seal reproduced thereon attested to by its Treasurer or
Secretary or one of its Assistant Treasurers or Assistant Secretaries. The
signature of any of these officers on the Warrant Certificates may be manual or
facsimile.

Warrant Certificates evidencing the right to purchase a number of
shares of Common Stock having an aggregate value (based on the then current
market price per share of Common Stock determined as set forth in Section 3(e)
hereof), not exceeding $ __________ (except as provided in Sections 1.4, 2.3(c),
4.1 and 4.2) may be executed by the Company and delivered to the Warrant Agent
upon the execution of this Warrant Agreement or from time to time thereafter.
The Warrant Agent shall, upon receipt of Warrant Certificates duly executed on
behalf of the Company, authenticate Warrant Certificates evidencing Warrants
representing the right to purchase a number of shares of Common Stock having an
aggregate liquidation value not exceeding $ _________ and shall deliver such
Warrant Certificates to or upon the order of the Company. Subsequent to such
original issuance of the Warrant Certificates, the Warrant Agent shall
authenticate a Warrant Certificate only if the Warrant Certificate is issued in
exchange or in substitution for one or more previously authenticated Warrant
Certificates or in connection with their transfer, as hereinafter provided.

2
<PAGE>

Each Warrant Certificate shall be dated the date of its authentication
by the Warrant Agent.

No Warrant Certificate shall be entitled to any benefit under this
Agreement or be valid or obligatory for any purpose, and no Warrant evidenced
thereby shall be exercisable, until such Warrant Certificate has been
authenticated by the manual signature of the Warrant Agent. Such signature by
the Warrant Agent upon any Warrant Certificate executed by the Company shall be
conclusive evidence, and the only evidence, that the Warrant Certificate so
authenticated has been duly issued hereunder.

Warrant Certificates bearing the manual or facsimile signatures of
individuals who were at the time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Warrant
Certificates or did not hold such offices at the date of such Warrant
Certificates.

Section 1.4 TEMPORARY WARRANT CERTIFICATES. Pending the preparation
of definitive Warrant Certificates, the Company may execute, and upon the order
of the Company the Warrant Agent shall authenticate and deliver, temporary
Warrant Certificates which are printed, lithographed, typewritten, mimeographed
or otherwise produced substantially of the tenor of the definitive Warrant
Certificates in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Warrant Certificates may determine, with the execution thereof by
such officers conclusively evidencing such determination.

If temporary Warrant Certificates are issued, the Company will cause
definitive Warrant Certificates to be prepared without unreasonable delay.
After the preparation of definitive Warrant Certificates, the temporary Warrant
Certificates shall be exchangeable for definitive Warrant Certificates upon
surrender of the temporary Warrant Certificates at the corporate trust office of
the Warrant Agent [or ____________], without charge to the Holder (as defined in
Section 1.6 below). Upon surrender for cancellation of any one or more
temporary Warrant Certificates, the Company shall execute and the Warrant Agent
shall authenticate and deliver in exchange therefor definitive Warrant
Certificates representing the same aggregate number of Warrants. Until so
exchanged, the temporary Warrant Certificates shall in all respects be entitled
to the same benefits under this Agreement as definitive Warrant Certificates.

3
<PAGE>

Section 1.6 DEFINITION OF HOLDER. The term "Holder" as used herein
shall mean [IF OFFERED SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE -- prior to the Detachable Date, the registered owner of the Offered
Security to which such Warrant Certificate was initially attached, and, after
such Detachable Date,] the person in whose name at the time such Warrant
Certificate shall be registered upon the books to be maintained by the Warrant
Agent for that purpose pursuant to Section 4.1. [IF OFFERED SECURITIES AND
WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE -- Prior to the Detachable Date,
the Company will, or will cause the registrar of the Offered Securities to, make
available to the Warrant Agent current information as to Holders of the Offered
Securities.]

ARTICLE II

WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

Section 2.1 WARRANT PRICE.(2) During the period set forth in Section
2.2, each Warrant shall entitle the Holder thereof, subject to the provisions of
this Agreement, to purchase from the Company one share of Common Stock at the
exercise price of $ _________. Such exercise price of each Warrant is referred
to in this Agreement as the "Exercise Price."

Section 2.2 DURATION OF WARRANTS. Any Warrant evidenced by a Warrant
Certificate may be exercised at any time, as specified herein, on or after [the
date thereof] [________, 19__] and at or before the close of business on
________, 19__ (the "Expiration Date"). Each Warrant not exercised at or before
the close of business on the Expiration Date shall become void, and all rights
of the Holder of the Warrant Certificate evidencing such Warrant under this
Agreement or otherwise shall cease.

- ---------------------
(2) Complete and modify the provisions of this Section as appropriate to
reflect the exact terms of the Warrants.

4
<PAGE>

Section 2.3 EXERCISE OF WARRANTS. (a) During the period specified
in Section 2.2, any whole number of Warrants may be exercised by surrendering
the Warrant Certificate evidencing such Warrants at the place or at the places
set forth in the Warrant Certificate, with the purchase form set forth in the
Warrant Certificate duly executed, accompanied by payment in full, in lawful
money of the United States of America, [in cash or by certified check or
official bank check in New York Clearing House funds] [by bank wire transfer in
immediately available funds,] of the Exercise Price for each Warrant exercised.
The date on which payment in full of the Exercise Price for a Warrant and the
duly executed and completed Warrant Certificate are received by the Warrant
Agent shall be deemed to be the date on which such Warrant is exercised. The
Warrant Agent shall deposit all funds received by it as payment for the exercise
of Warrants to the account of the Company maintained with it for such purpose
and shall advise the Company by telephone at the end of each day on which such a
payment is received of the amount so deposited to its account. The Warrant
Agent shall promptly confirm such telephonic advice to the Company in writing.

(b) The Warrant Agent shall from time to time, as promptly as
practicable after the exercise of any Warrants in accordance with the terms and
conditions of this Agreement and the Warrant Certificates, advise the Company of
(i) the number of Warrants so exercised, (ii) the instructions of each Holder of
the Warrant Certificates evidencing such Warrants with respect to delivery of
the certificate or certificates representing shares of Common Stock to which
such Holder is entitled upon such exercise, and instructions of such Holder as
to delivery of Warrant Certificates evidencing the balance, if any, of the
Warrants remaining after such exercise, and (iii) such other information as the
Company shall reasonably require.

(c) As soon as practicable after the exercise of any Warrants,
the Company shall issue to or upon the order of the Holder of the Warrant
Certificate evidencing such Warrants, a certificate or certificates representing
the number of shares of Common Stock to which such Holder is entitled in such
name or names as may be directed by such Holder; and, if fewer than all of the
Warrants evidenced by such Warrant Certificate were exercised, the Company shall
execute and an authorized officer of the Warrant Agent shall manually
authenticate and deliver a new Warrant Certificate evidencing the number of
Warrants remaining unexercised.

5
<PAGE>

(d) The Company shall not be required to pay any stamp or other
tax or other governmental charge required to be paid in connection with any
transfer involved in the issuance of the Common Stock; and in the event that any
such transfer is involved, the Company shall not be required to issue or deliver
any shares of Common Stock until such tax or other charge shall have been paid
or it has been established to the Company's satisfaction that no such tax or
other charge is due.

Section 2.4 RESERVATION OF SHARES. For the purpose of enabling it to
satisfy any obligation to issue shares of Common Stock upon exercise of
Warrants, the Company will, at all times through the close of business on the
Expiration Date, reserve and keep available, free from preemptive rights and out
of its aggregate authorized but unissued shares or treasury shares, or both, of
Common Stock, the number of shares of Common Stock deliverable upon the exercise
of all outstanding Warrants.

The Company covenants that all shares of Common Stock issued upon
exercise of the Warrants will, upon issuance in accordance with the terms of
this Agreement, be fully paid and nonassessable and free from all taxes, liens,
charges and security interests created by or imposed upon the Company with
respect to the issuance and holding thereof.

ARTICLE III

OTHER TERMS OF WARRANTS

Section 3.1 INTENTIONALLY OMITTED.

Section 3.2 ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES
PURCHASABLE OR NUMBER OF WARRANTS. The Exercise Price, the number of shares of
Common Stock purchasable upon the exercise of each Warrant and the number of
Warrants outstanding are subject to adjustment from time to time upon the
occurrence of the events enumerated in this Section 3.2.

(a) If the Company shall (i) pay a dividend on or make a
distribution of shares of its capital stock, whether shares of Common Stock or
shares of its capital stock of any other class, (ii) subdivide its outstanding
shares of Common Stock, (iii) combine its outstanding shares of Common Stock
into a smaller number of shares of Common Stock or (iv) issue any shares of its
capital

6
<PAGE>

stock in a reclassification of the Common Stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing corporation), the number of shares of Common Stock
purchasable upon exercise of each Warrant immediately prior thereto shall be
adjusted so that the holder of each Warrant shall be entitled to receive the
kind and number of shares of Common Stock or other securities of the Company
which such holder would have owned or have been entitled to receive after the
happening of any of the events described above, had such Warrant been exercised
immediately prior to the happening of such event or any record date with respect
thereto. An adjustment made pursuant to this paragraph (a) shall become
effective immediately after the effective date of such event, retroactive to
immediately after the record date, if any, for such event.

(b) If the Company shall issue rights, options or warrants to
all holders of its outstanding Common Stock, without any charge to such holders,
entitling them to subscribe for or purchase shares of Common Stock at a price
per share that is lower than the market price per share of Common Stock (as
defined in paragraph (e) below) at the record date mentioned below, the number
of shares of Common Stock thereafter purchasable upon the exercise of each
Warrant shall be determined by multiplying the number of shares of Common Stock
theretofore purchasable upon exercise of each Warrant by a fraction, of which
the numerator shall be (i) the number of shares of Common Stock outstanding on
the date of issuance of such rights, options or warrants plus the number of
additional shares of Common Stock offered for subscription or purchase, and of
which the denominator shall be (ii) the number of shares of Common Stock
outstanding on the date of issuance of such rights, options or warrants plus the
number of shares which the aggregate offering price of the total number of
shares of Common Stock so offered would purchase at the market price per share
of Common Stock at such record date. Such adjustment shall be made whenever
such rights, options or warrants are issued, and shall become effective
retroactive to immediately after the record date for the determination of
stockholders entitled to receive such rights, options or warrants.

(c) If the Company shall distribute to all holders of its shares
of Common Stock evidences of its indebtedness or assets (excluding cash
dividends or distributions payable out of capital surplus and dividends or
distributions referred to in paragraph (a) above) or rights, options or warrants
or convertible or exchangeable securities containing the right to subscribe for
or purchase shares of Common Stock (excluding those referred to in paragraph (b)
above), then

7
<PAGE>

in each case the number of shares of Common Stock thereafter purchasable upon
the exercise of each Warrant shall be determined by multiplying the number of
shares of Common Stock theretofore purchasable upon the exercise of each
Warrant, by a fraction, of which the numerator shall be (i) the then current
market price per share of Common Stock (as defined in paragraph (e) below) on
the date of such distribution, and of which the denominator shall be (ii) the
then current market price per share of Common Stock less the then fair value (as
determined by the Board of Directors of the Company, whose determination shall
be conclusive) of the portion of the assets or evidences of indebtedness so
distributed or of such subscription rights, options or warrants or convertible
or exchangeable securities applicable to one share of Common Stock. Such
adjustment shall be made whenever any such distribution is made, and shall
become effective on the date of distribution retroactive to immediately after
the record date for the determination of stockholders entitled to receive such
distribution.

(d) In the event of any capital reorganization or any
reclassification of the Common Stock (except as provided in paragraphs (a)
through (c) above), any holder of Warrants upon exercise thereof shall be
entitled to receive, in lieu of the Common Stock to which he or she would have
become entitled upon exercise immediately prior to such reorganization or
reclassification, the shares (of any class or classes) or other securities or
property of the Company that he or she would have been entitled to receive at
the same aggregate Exercise Price upon such reorganization or reclassification
if his or her Warrants had been exercised immediately prior thereto.

(e) For the purpose of any computation under paragraphs (b)
and (c) of this Section 3.2, the current or closing market price per share of
Common Stock at any date shall be deemed to be the average of the daily
closing prices for _________ consecutive trading days commencing __________
trading days before the date of such computation. The closing price for each
day shall be [the last sale price] for such day, in either case as reported
in the principal consolidated transaction reporting system with respect to
securities listed or admitted to trading on the New York Stock Exchange (the
"NYSE") or if the Common Stock is not listed on the NYSE, then on the
principal United States national securities exchange on which the Common
Stock is listed or quoted. If the Common Stock is not listed or quoted on
any United States national securities exchange, then the current or closing
market price per share of Common Stock shall be determined by the Board of
Directors of the Company in good faith.

8
<PAGE>

(f) Whenever the number of shares of Common Stock purchasable
upon the exercise of each Warrant is adjusted as herein provided, the Exercise
Price payable upon the exercise of each Warrant shall be adjusted by multiplying
such Exercise Price immediately prior to such adjustment by a fraction, of which
the numerator shall be the number of shares purchasable upon the exercise of
each Warrant immediately prior to such adjustment, and of which the denominator
shall be the number of shares so purchasable immediately thereafter.

(g) The Company may elect, on or after the date of any
adjustment required by paragraphs (a) through (d) of this Section 3.2, to adjust
the number of Warrants in substitution for an adjustment in the number of shares
of Common Stock purchasable upon the exercise of a Warrant. Each of the
Warrants outstanding after such adjustment of the number of Warrants shall be
exercisable for the same number of shares of Common Stock as immediately prior
to such adjustment. Each Warrant held of record prior to such adjustment of the
number of Warrants shall become that number of Warrants (calculated to the
nearest hundredth) obtained by dividing the Exercise Price in effect prior to
adjustment of the Exercise Price by the Exercise Price in effect after
adjustment of the Exercise Price. The Company shall notify the holders of
Warrants, in the same manner as provided in the first paragraph of Section 7.5,
of its election to adjust the number of Warrants, indicating the record date for
the adjustment, and, if known at the time, the amount of the adjustment to be
made. This record date may be the date on which the Exercise Price is adjusted
or any day thereafter. Upon each adjustment of the number of Warrants pursuant
to this paragraph (g) the Company shall, as promptly as practicable, cause to be
distributed to holders of record of Warrants on such record date Warrant
Certificates evidencing, subject to paragraph (h), the additional Warrants to
which such holders shall be entitled as a result of such adjustment, or, at the
option of the Company, shall cause to be distributed to such holders of record
in substitution and replacement for the Warrant Certificates held by such
holders prior to the date of adjustment, and upon surrender thereof, if required
by the Company, new Warrant Certificates evidencing all the Warrants to be
issued, executed and registered in the manner specified in Section 1 (and which
may bear, at the option of the Company, the adjusted Exercise Price) and shall
be registered in the names of the holders of record of Warrant Certificates on
the record date specified in the notice.

9
<PAGE>

fractional Warrants. In lieu of such fractional Warrants, there shall be paid
to the registered holders of the Warrant Certificates with regard to which such
fractional Warrants would otherwise be issuable, an amount in cash equal to the
same fraction of the current market value of a full Warrant on the trading day
immediately prior to the date on which such fractional Warrant would have been
otherwise issuable (the "Valuation Date"). For purposes of this paragraph (h),
the current market value of a Warrant shall be the aggregate closing market
price on the Valuation Date (determined as set forth in paragraph (e)) of all
shares of Common Stock issuable upon exercise of one Warrant plus the fair value
(as determined by the Board of Directors of the Company, whose determination
shall be conclusive) of any other assets or securities purchasable upon exercise
of one Warrant less the Exercise Price of one Warrant.

(i) Notwithstanding any adjustment pursuant to Section 3.2 in
the number of shares of Common Stock purchasable upon the exercise of a Warrant,
the Company shall not be required to issue fractions of shares of Common Stock
upon exercise of the Warrants or to distribute certificates which evidence
fractional shares. In lieu of fractional shares, there shall be paid to the
registered holders of Warrant Certificates at the time such Warrant Certificates
are exercised as herein provided an amount in cash equal to the same fraction of
the current market value of a share of Common Stock. For purposes of this
paragraph (i), the current market value of a share of Common Stock shall be the
closing market price (determined as set forth in paragraph (e)) of a share of
Common Stock for the trading day immediately prior to the date of such exercise.

ARTICLE IV

[REGISTRATION,] EXCHANGE, TRANSFER AND
SUBSTITUTION OF WARRANT CERTIFICATES

10
<PAGE>

cate was initially attached, and only for the purpose of effecting, or in
conjunction with, an exchange or transfer of such Offered Security.
Additionally, on or prior to the Detachable Date, each transfer or exchange of
an Offered Security [on the register of the Offered Securities] shall operate
also to transfer or exchange the Warrant Certificate or Certificates to which
such Offered Security was initially attached. After the Detachable Date, upon]
[IF OFFERED SECURITIES AND WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR IF
WARRANTS ALONE -- Upon] surrender at the corporate trust office of the Warrant
Agent [or _________] of Warrant Certificates properly endorsed [or accompanied
by appropriate instruments of transfer] and accompanied by written instructions
for [transfer or] exchange, all in form satisfactory to the Company and the
Warrant Agent, such Warrant Certificates may be exchanged for other Warrant
Certificates or may be transferred in whole or in part; provided that Warrant
Certificates issued in exchange for [or upon transfer of] surrendered Warrant
Certificates shall evidence the same aggregate number of Warrants as the Warrant
Certificates so surrendered. No service charge shall be made for any exchange
[or transfer] of Warrant Certificates, but the Company may require payment of a
sum sufficient to cover any stamp or other tax or governmental charge that may
be imposed in connection with any such exchange [or transfer]. Whenever any
Warrant Certificates are so surrendered for exchange [or transfer], the Company
shall execute and an authorized officer of the Warrant Agent shall manually
authenticate and deliver to the person or persons entitled thereto a Warrant
Certificate or Warrant Certificates as so requested. The Warrant Agent shall
not be required to effect any exchange [or transfer] which would result in the
issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number
of full Warrants and a fraction of a Warrant. All Warrant Certificates issued
upon any exchange [or transfer] of Warrant Certificates shall evidence the same
obligations, and be entitled to the same benefits under this Agreement, as the
Warrant Certificates surrendered for such exchange [or transfer].

11
<PAGE>

by a bona fide purchaser, the Company shall execute and upon its request an
officer of the Warrant Agent shall manually authenticate and deliver, in lieu of
any such destroyed, lost or stolen Warrant Certificate, a new Warrant
Certificate of like tenor and bearing a number not contemporaneously
outstanding. Upon the issuance of any new Warrant Certificate under this
Section, the Company may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Warrant Agent) connected
therewith. Every new Warrant Certificate issued pursuant to this Section in
lieu of any destroyed, lost or stolen Warrant Certificate shall evidence an
original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Warrant Certificate shall be at any time enforceable
by anyone, and shall be entitled to all the benefits of this Agreement equally
and proportionately with any and all other Warrant Certificates duly issued
hereunder. The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Warrant Certificates.

Section 4.4 CANCELLATION OF WARRANT CERTIFICATES. Any Warrant
Certificate surrendered for exchange[, transfer] or exercise of the Warrants
evidenced thereby shall, if surrendered to the Company, be delivered to the
Warrant Agent, and all Warrant Certificates surrendered or so delivered to the
Warrant Agent shall be promptly cancelled by it and shall not be reissued and,
except as expressly permitted by this Agreement, no Warrant Certificate shall be
issued hereunder in lieu or in exchange thereof. The Company may at any time
deliver to the Warrant Agent for cancellation any Warrant Certificates
previously issued hereunder which the Company may have acquired in any manner
whatso-

12
<PAGE>

ever, and all Warrant Certificates so delivered shall be promptly cancelled by
the Warrant Agent. All cancelled Warrant Certificates held by the Warrant Agent
shall be destroyed by it unless by written order the Company requests their
return to it.

ARTICLE V

OTHER PROVISIONS RELATING TO RIGHTS
OF HOLDERS OF WARRANT CERTIFICATES

Section 5.1 NO RIGHTS AS STOCKHOLDERS CONFERRED BY WARRANTS OR
WARRANT CERTIFICATES. No Warrant Certificate or Warrant evidenced thereby shall
entitle the Holder thereof to any of the rights of a stockholder, including,
without limitation, the right to receive dividends.

Section 5.2 HOLDER OF WARRANT CERTIFICATE MAY ENFORCE RIGHTS.
Notwithstanding any of the provisions of this Agreement, any Holder of any
Warrant Certificate, without the consent of the Warrant Agent, any stockholder
or the Holder of any other Warrant Certificate, may, on its own behalf and for
its own benefit, enforce, and may institute and maintain any suit, action or
proceeding against the Company suitable to enforce or otherwise in respect of
its right to exercise the Warrant or Warrants evidenced by his or her Warrant
Certificate in the manner provided in the Warrant Certificates and in this
Agreement.

ARTICLE VI

CONCERNING THE WARRANT AGENT

Section 6.1 WARRANT AGENT. The Company hereby appoints ____________
as Warrant Agent of the Company in respect of the Warrants and the Warrant
Certificates upon the terms and subject to the conditions herein set forth, and
___________ hereby accepts such appointment. The Warrant Agent shall have the
power and authority granted to and conferred upon it in the Warrant Certificates
and hereby and such further power and authority to act on behalf of the Company
as the Company may hereafter grant to or confer upon it. All of the terms and
provisions with respect to such power and authority contained in the Warrant
Certificates are subject to and governed by the terms and provisions hereof.

13
<PAGE>

Section 6.2 CONDITIONS OF WARRANT AGENT'S OBLIGATIONS. The Warrant
Agent accepts its obligations herein set forth, upon the terms and conditions
hereof, including the following, to all of which the Company agrees and to all
of which the rights hereunder of the Holders from time to time of the Warrant
Certificates shall be subject:

(a) COMPENSATION AND INDEMNIFICATION. The Company agrees
promptly to pay the Warrant Agent the compensation to be agreed upon with the
Company for all services rendered by the Warrant Agent and to reimburse the
Warrant Agent for reasonable out-of-pocket expenses (including reasonable
counsel fees) incurred by the Warrant Agent in connection with the services
rendered hereunder by the Warrant Agent. The Company also agrees to indemnify
the Warrant Agent for, and hold it harmless against, any loss, liability or
expense incurred without negligence or bad faith on the part of the Warrant
Agent, arising out of or in connection with its acting as such Warrant Agent
hereunder, including the reasonable costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance at
any time of its powers or duties hereunder. The obligations of the Company
under this subsection (a) shall survive the exercise of the Warrant Certificates
and the resignation or removal of the Warrant Agent.

(b) AGENT FOR THE COMPANY. In acting under this Warrant
Agreement and in connection with the Warrant Certificates, the Warrant Agent is
acting solely as agent of the Company and does not assume any obligation or
relationship of agency or trust for or with any of the owners or holders of the
Warrant Certificates.

(c) COUNSEL. The Warrant Agent may consult with counsel, which
may include counsel for the Company, and the written advice of such counsel
shall be full and complete authorization and protection in respect of any action
taken, suffered, or omitted by it hereunder in good faith and in reliance
thereon.

(d) DOCUMENTS. The Warrant Agent shall be protected and shall
incur no liability for or in respect of any action taken or omitted by it in
reliance upon any notice, direction, consent, certificate, affidavit, statement
or other paper or document reasonably believed by it to be genuine and to have
been presented or signed by the proper parties.

14
<PAGE>

(e) CERTAIN TRANSACTIONS. The Warrant Agent, any of its
officers, directors and employees, or any other agent of the Company, in its
individual or any other capacity, may become the owner of, or acquire any
interest in, any Warrant Certificates, with the same rights that it would have
if it were not such Warrant Agent, officer, director, employee or other agent,
and, to the extent permitted by applicable law, it may engage or be interested
in any financial or other transaction with the Company and may act on, or as
depositary, trustee or agent for, any committee or body of holders of securities
or other obligations of the Company as freely as if it were not such Warrant
Agent, officer, director, employee or other agent.

(g) NO LIABILITY FOR INVALIDITY. The Warrant Agent shall not
incur any liability with respect to the validity of this Agreement or any of the
Warrant Certificates.

15
<PAGE>

covenants or agreements contained herein or in the Warrant Certificates or in
the case of the receipt of any written demand from a Holder of a Warrant
Certificate with respect to such default, including, without limiting the
generality of the foregoing, any duty or responsibility to initiate or attempt
to initiate any proceedings at law or otherwise or, except as provided in
Section 7.4 hereof, to make any demand upon the Company.

Section 6.3 RESIGNATION, REMOVAL AND ASSIGNMENT OF SUCCESSOR. (a)
The Company agrees, for the benefit of the Holders from time to time of the
Warrant Certificates, that there shall at all times be a Warrant Agent hereunder
until all of the Warrant Certificates are no longer exercisable.

(b) The Warrant Agent may at any time resign as such agent by
giving written notice to the Company of such intention on its part, specifying
the date on which it desires its resignation to become effective; provided that,
without the consent of the Company, such date shall not be less than three
months after the date on which such notice is given. The Warrant Agent
hereunder may be removed at any time by the filing with it of an instrument in
writing signed by or on behalf of the Company and specifying such removal and
the date on which the Company expects such removal to become effective. Such
resignation or removal shall take effect upon the appointment by the Company of
a successor Warrant Agent (which shall be a bank or trust company organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia and authorized under such laws to exercise corporate
trust powers) by an instrument in writing filed with such successor Warrant
Agent and the acceptance of such appointment by such successor Warrant Agent
pursuant to Section 6.3(d).

(c) In case at any time the Warrant Agent shall resign, or be
removed, or shall become incapable of acting, or shall be adjudged a bankrupt or
insolvent, or shall file a voluntary petition in bankruptcy or make an
assignment for the benefit of its creditors or consent to the appointment of a
receiver or custodian of all or any substantial part of its property, or shall
admit in writing its inability to pay or meet its debts as they mature, or if a
receiver or custodian of it or of all or any substantial part of its property
shall be appointed, or if an order of any court shall be entered approving any
petition filed by or against it under the provisions of any applicable
bankruptcy or similar law, or if any public officer shall have taken charge or
control of the Warrant Agent or of its property or affairs, a successor Warrant
Agent, qualified as aforesaid, shall be appointed by the Company by an
instrument in writing filed with the successor Warrant Agent.

16
<PAGE>

Upon the appointment as aforesaid of a successor Warrant Agent and acceptance by
the latter of such appointment, the Warrant Agent so superseded shall cease to
be the Warrant Agent hereunder.

(d) Any successor Warrant Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment hereunder, and thereupon such successor
Warrant Agent, without any further act, deed or conveyance, shall become vested
with all the authority, rights, powers, trusts, immunities, duties and
obligations of such predecessor with like effect as if originally named as
Warrant Agent hereunder, and such predecessor, upon payment of its charges and
disbursements then unpaid, shall thereupon become obligated to transfer, deliver
and pay over, and such successor Warrant Agent shall be entitled to receive, all
monies, securities and other property on deposit with or held by such
predecessor, as Warrant Agent hereunder.

(e) Any corporation into which the Warrant Agent hereunder may
be merged or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Warrant Agent, provided that it shall be qualified as aforesaid, shall be the
successor Warrant Agent under this Agreement without the execution or filing of
any paper or any further act on the part of any of the parties hereto.

ARTICLE VII

MISCELLANEOUS

Section 7.1 CONSOLIDATIONS AND MERGERS OF THE COMPANY AND SALES,
LEASES AND CONVEYANCES PERMITTED SUBJECT TO CERTAIN CONDITIONS. The Company may
consolidate with, or sell or convey all or substantially all of its assets to,
or merge with or into any other corporation, provided that in any such case,
either the Company shall be the continuing corporation, or the corporation (if
other than the Company) formed by such consolidation or into which the Company
is merged or the corporation which acquired by purchase or conveyance all or
substantially all of the assets of the Company shall expressly assume the
obligations of the Company hereunder.

17
<PAGE>

Section 7.2 RIGHTS AND DUTIES OF SUCCESSOR CORPORATION. In case of
any such consolidation, merger, sale, lease or conveyance and upon any such
assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it had
been named herein, and the predecessor corporation, except in the event of a
lease, shall be relieved of any further obligation under this Agreement and the
Warrants. Such successor corporation thereupon may cause to be signed, and may
issue either in its own name or in the name of the Company, any or all of the
shares of Common Stock issuable pursuant to the terms hereof.

Section 7.3 AMENDMENT. This Agreement may be amended by the parties
hereto, without the consent of the Holder of any Warrant Certificate, for the
purpose of curing any ambiguity, or curing, correcting or supplementing any
defective provision contained herein, or making such provisions in regard to
matters or questions arising under this Agreement as the Company may deem
necessary or desirable; provided that such action shall not adversely affect the
interests of the Holders of the Warrant Certificates in any material respect.
Any amendment or supplement to this Agreement or the Warrants that has a
material adverse effect on the interests of Holders of any series of Warrants
shall require the written consent of the Holders of a majority of the then
outstanding Warrants of such series. The consent of each Holder of a Warrant
affected shall be required for any amendment pursuant to which the Warrant Price
would be increased or the number of shares of Common Stock purchasable upon
exercise of Warrants would be decreased. The Warrant Agent may, but shall not
be obligated to, enter into any amendment to this Agreement which affects the
Warrant Agent's own rights, duties or immunities under this Agreement or
otherwise.

Section 7.4 NOTICES AND DEMANDS TO THE COMPANY AND WARRANT AGENT. If
the Warrant Agent shall receive any notice or demand addressed to the Company by
the Holder of a Warrant Certificate pursuant to the provisions of the Warrant
Certificates, the Warrant Agent shall promptly forward such notice or demand to
the Company.

18
<PAGE>

setting forth the Exercise Price and either the number of shares of Common Stock
and other securities or assets purchasable upon exercise of each Warrant or the
additional number of Warrants to be issued for each previously outstanding
Warrant, as the case may be, after such adjustment and setting forth in
reasonable detail the method of calculation and the facts upon which such
adjustment are made, which certificate shall be conclusive evidence of the
correctness of the matters set forth therein, and (ii) cause to be given to each
of the registered holders of the Warrant Certificates at such holder's address
appearing on the Warrant Register written notice of such adjustments by
first-class mail, postage prepaid. Where appropriate, such notice may be given
in advance and included as part of the notice required to be mailed under the
provisions of this Section 7.5.

If:

(a) the Company shall declare any dividend payable in any
securities upon its shares of Common Stock or make any distribution (other than
a cash dividend) to the holders of its shares of Common Stock; or

(b) the Company shall offer to the holders of its shares of
Common Stock any additional shares of Common Stock or securities convertible
into shares of Common Stock or any right to subscribe thereto; or

(c) there shall be a dissolution, liquidation or winding up of
the Company (other than in connection with a consolidation, merger, or sale of
all substantially all of its property, assets, and business as an entirety);

then the Company shall (i) cause written notice of such event to be filed with
the Warrant Agent and shall cause written notice of such event to be given to
each of the registered holders of the Warrant Certificates at such holder's
address appearing on the Warrant Register, by first-class mail, postage prepaid,
and (ii) make a public announcement in a daily newspaper of general circulation
in ___________________ of such event, such giving of notice and publication to
be completed at least ________ calendar days prior to the date fixed as a record
date or the date of closing the transfer books for the determination of the
stockholders entitled to such dividend, distribution, or subscription rights, or
for the determination of stockholders entitled to vote on such proposed
dissolution, liquidation or winding up. Such notice shall specify such record
date or the date of closing the transfer books, as the case may be. The failure
to give the notice required by this Section 7.5 or any defect therein shall not
affect the legality or validity of any

19
<PAGE>

distribution, right, warrant, dissolution, liquidation or winding up or the vote
upon or any other action taken in connection therewith.

Section 7.6 ADDRESSES. Any communications from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to
_______________, Attention: ________________, and any communications from the
Warrant Agent to the Company with respect to this Agreement shall be addressed
to The Walt Disney Company, 500 South Buena Vista Street, Burbank, California
91521, Attention: Corporate Secretary (or such other address as shall be
specified in writing by the Warrant Agent or by the Company).

Section 7.7 GOVERNING LAW. THIS AGREEMENT AND EACH WARRANT
CERTIFICATE ISSUED HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING WITHOUT LIMITATION Section
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

Section 7.8 [DELIVERY OF PROSPECTUS. The Company will furnish to the
Warrant Agent sufficient copies of a prospectus, appropriately supplemented,
relating to the Common Stock (the "Prospectus"), and the Warrant Agent agrees
that upon the exercise of any Warrant Certificate, the Warrant Agent will
deliver to the person designated to receive a certificate representing shares of
Common Stock, prior to or concurrently with the delivery of such Securities, a
Prospectus.]

Section 7.9 OBTAINING OF GOVERNMENTAL APPROVALS. The Company will
from time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental agencies
and authorities and securities acts filings under United States Federal and
State laws (including, without limitation, to the extent required, the
maintenance of the effectiveness of a registration statement in respect of the
Common Stock under the Securities Act of 1933, as amended), which may be or
become required in connection with exercise of the Warrant Certificates and the
original issuance and delivery of the Common Stock.

20
<PAGE>

under or by reason of this Agreement or of any covenant, condition, stipulation,
promise or agreement hereof; and all covenants, conditions, stipulations,
promises and agreements contained in this Agreement shall be for the sole and
exclusive benefit of the Company and the Warrant Agent and their successors and
of the Holders of the Warrant Certificates.

Section 7.11 HEADINGS. The Article and Section headings herein and
the Table of Contents are for convenience of reference only and shall not affect
the construction hereof.

Section 7.12 COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original; but such counterparts shall together constitute but one and the same
instrument.

Section 7.13 INSPECTION OF AGREEMENT. A copy of this Agreement shall
be available at all reasonable times at the principal corporate trust office of
the Warrant Agent [and at ___________] for inspection by the Holder of any
Warrant Certificate. The Warrant Agent may require such Holder to submit its
Warrant Certificate for inspection by it.

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<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, and their respective corporate seal to be hereunto affixed and
attested, all as of the day and year first above written.

THE WALT DISNEY COMPANY

By:
-----------------------------

[SEAL]

Attest

- -----------------------------------
[Assistant] Secretary

[SEAL] Attest:

[Assistant] Secretary

[NAME OF WARRANT AGENT]

By:
-----------------------------

[SEAL]

Attest:

- -----------------------------
[Assistant] Secretary

22
<PAGE>

EXHIBIT A

[FORM OF WARRANT CERTIFICATE]
[Face]

FORM OF LEGEND IF WARRANTS [Prior to
ARE NOT IMMEDIATELY _________________, Warrants
EXERCISABLE evidenced by this Warrant
Certificate cannot be
exercised.]

EXERCISABLE ONLY IF AUTHENTICATED BY THE WARRANT
AGENT AS PROVIDED HEREIN

VOID AFTER THE CLOSE OF BUSINESS ON ____________, 199__

THE WALT DISNEY COMPANY

Warrant Certificate representing
Warrants to purchase
Common Stock
as described herein.

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

No. __________ Warrants

This certifies that __________ or registered assigns is the registered
owner of the above indicated number of Warrants, each Warrant entitling such
registered owner to purchase, at any time [after the close of business on
_________, 19__, and] on or before the close of business on ________, 19__, one
share of common stock, par value $0.01 per share (the "Common Stock"), of The

A-1

<PAGE>

Walt Disney Company (the "Company"), on the following basis.* During such
period, each Warrant shall entitle the Holder thereof, subject to the
provisions of the Warrant Agreement (as defined below), to purchase from the
Company one share of Common Stock at the exercise price of $ ________ (the
"Exercise Price"). The Holder of this Warrant Certificate may exercise the
Warrants evidenced hereby, in whole or in part, by surrendering this Warrant
Certificate, with the purchase form set forth hereon duly completed,
accompanied by payment in full, in lawful money of the United States of
America, [in cash or by certified check or official bank check in New York
Clearing House funds or by bank wire transfer in immediately available funds],
the Exercise Price for each Warrant exercised, to the Warrant Agent (as
hereinafter defined), at the corporate trust office of [name of Warrant Agent],
or its successor, as warrant agent (the "Warrant Agent") [or at ________],
the addresses specified on the reverse hereof and upon compliance with and
subject to the conditions set forth herein and in the Warrant Agreement.

Any whole number of Warrants evidenced by this Warrant Certificate may
be exercised to purchase shares of Common Stock. Upon any exercise of fewer
than all of the Warrants evidenced by this Warrant Certificate, there shall be
issued to the registered owner hereof a new Warrant Certificate evidencing the
number of Warrants remaining unexercised.

- ----------------------
(*) Complete and modify the following provisions as appropriate to reflect the
terms of the Warrants.

A-2

<PAGE>

of the Warrant Agreement are on file at the above-mentioned office of the
Warrant Agent [and at ________].

This Warrant Certificate shall not entitle the registered owner hereof
to any of the rights of a stockholder, including, without limitation, the right
to receive dividends.

This Warrant Certificate shall not be valid obligatory for any purpose
until authenticated by the Warrant Agent.

A-3

<PAGE>

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed under its corporate seal.

Dated:
---------------

THE WALT DISNEY COMPANY

By:
---------------------------------

Attest:

- --------------------------------------
Certificate of Authentication

This is one of the Warrant Certificates referred to in the
within-mentioned Warrant Agreement.

- --------------------------------------
As Warrant Agent

By:
-----------------------------------
Authorized Signature

A-4

<PAGE>

[FORM OF WARRANT CERTIFICATE]
[REVERSE]
(Instructions for Exercise of Warrants)

To exercise any Warrants evidenced hereby, the Holder of this Warrant
Certificate must pay [in cash or by certified check or official bank check in
New York Clearing House funds or by bank wire transfer in immediately available
funds], the Exercise Price in full for each of the Warrants exercised, to
_________, Corporate Trust Department, ____________, Attn: [or ____________],
which payment should specify the name of the Holder of this Warrant Certificate
and the number of Warrants exercised by such Holder. In addition, the Holder of
this Warrant Certificate should complete the information required below and
present in person or mail by registered mail this Warrant Certificate to the
Warrant Agent at the addresses set forth below.

[FORM OF EXERCISE]

(To be executed upon exercise of Warrants.)

The undersigned hereby irrevocably elects to exercise Warrants,
represented by this Warrant Certificate, to purchase ________ shares of common
stock, par value $0.01 per share (the "Common Stock"), of The Walt Disney
Company and represents that he or she has tendered payment for such shares of
Common Stock [in cash or by certified check or official bank check in New York
Clearing House funds or by bank wire transfer in immediately available funds] to
the order of The Walt Disney Company, c/o Treasurer, in the amount of $________
in accordance with the terms hereof. The undersigned requests that said shares
of Common Stock be registered in such names and delivered, all as specified in
accordance with the instructions set forth below.

If said number of shares of Common Stock is less than all of the
shares of Common Stock purchasable hereunder, the undersigned requests that a
new Warrant Certificate representing the remaining balance of the Warrants
evidenced hereby be issued and delivered to the undersigned unless otherwise
specified in the instructions below.

A-5

<PAGE>

Dated:

Name
-------------------------------
(Please Print)

- ------------------------
(Insert Social Security
or Other Identifying
Number of Holder)

Address
---------------------------

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

Signature (Signature must conform in all respects to
name of holder as specified on the face of this Warrant
Certificate and must bear a signature guarantee by a
bank, trust company or member broker of the New York,
Chicago or Pacific Stock Exchange.)

This Warrant may be exercised at the following addresses:

By hand at
-----------------------------

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

By mail at
-----------------------------

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

A-6

<PAGE>

(Instructions as to form and delivery of
certificates representing shares of Common Stock
and/or Warrant Certificates):

A-7

<PAGE>

[FORM OF ASSIGNMENT]

(TO BE EXECUTED TO TRANSFER
THE WARRANT CERTIFICATE)

FOR VALUE RECEIVED ____________________________ hereby sells, assigns
and transfers unto

--------------------------------
Please print name and address
(including zip code)

Please insert social security or
other identifying number

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

_________________________________________________________
the right represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint __________, Attorney, to transfer said
Warrant Certificate on the books of the Warrant Agent with full power of
substitution.

Dated:

-------------------------------
Signature

Signature Guaranteed:

A-8

<PAGE>

EXHIBIT 4.9

FORM OF DEPOSIT AGREEMENT
- -------------------------------------------------------------------------------

THE WALT DISNEY COMPANY

----------------------------,
AS DEPOSITARY

AND

THE HOLDERS FROM TIME TO TIME OF
THE DEPOSITARY RECEIPTS DESCRIBED HEREIN

-----------------
DEPOSIT AGREEMENT
-----------------

DATED AS OF
-------

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

<PAGE>

TABLE OF CONTENTS

PAGE
ARTICLE I

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II

FORM OF RECEIPTS, DEPOSIT OF STOCK, EXECUTION AND DELIVERY, TRANSFER,
SURRENDER AND REDEMPTION OF RECEIPTS. . . . . . . . . . . . . . . . . . . . 2

Section 2.1 FORM AND TRANSFER OF RECEIPTS. . . . . . . . . . . . . . 2
Section 2.2 DEPOSIT OF STOCK; EXECUTION AND DELIVERY OF RECEIPTS
IN RESPECT THEREOF. . . . . . . . . . . . . . . . . . . 4
Section 2.3 REGISTRATION OF TRANSFER OF RECEIPTS . . . . . . . . . . 4
Section 2.4 SPLIT-UPS AND COMBINATIONS OF RECEIPTS; SURRENDER OF
RECEIPTS AND WITHDRAWAL OF STOCK. . . . . . . . . . . . 5
Section 2.5 LIMITATIONS ON EXECUTION AND DELIVERY, TRANSFER,
SURRENDER AND EXCHANGE OF RECEIPTS . . . . . . . . . . . 6
Section 2.6 LOST RECEIPTS, ETC. . . . . . . . . . . . . . . . . . . . 6
Section 2.7 CANCELLATION AND DESTRUCTION OF SURRENDERED RECEIPTS. . . 6
Section 2.8 REDEMPTION OF STOCK . . . . . . . . . . . . . . . . . . . 7

ARTICLE III

CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY . . . . . . . . . . 8

Section 3.1 FILING PROOFS, CERTIFICATES AND OTHER INFORMATION. . . . . 8
Section 3.2 PAYMENT OF TAXES OR OTHER GOVERNMENTAL CHARGES . . . . . . 8
Section 3.3 WARRANTY AS TO STOCK . . . . . . . . . . . . . . . . . . . 9

ARTICLE IV

THE DEPOSITED SECURITIES; NOTICES. . . . . . . . . . . . . . . . . . . . . . . 9

Section 4.1 CASH DISTRIBUTIONS. . . . . . . . . . . . . . . . . . . . 9
Section 4.2 DISTRIBUTIONS OTHER THAN CASH, RIGHTS, PREFERENCES
OR PRIVILEGES. . . . . . . . . . . . . . . . . . . . . . 9

<PAGE>

Section 4.3 SUBSCRIPTION RIGHTS, PREFERENCES OR PRIVILEGES. . . . . . 10
Section 4.4 NOTICE OF DIVIDENDS, ETC.; FIXING RECORD DATE FOR
HOLDERS OF RECEIPTS. . . . . . . . . . . . . . . . . . . 11
Section 4.5 VOTING RIGHTS . . . . . . . . . . . . . . . . . . . . . . 11
Section 4.6 CHANGES AFFECTING DEPOSITED SECURITIES AND
RECLASSIFICATIONS, RECAPITALIZATIONS, ETC. . . . . . . . 12
Section 4.7 DELIVERY OF REPORTS . . . . . . . . . . . . . . . . . . . 12
Section 4.8 LIST OF RECEIPT HOLDERS . . . . . . . . . . . . . . . . . 12

ARTICLE V

THE DEPOSITARY, THE DEPOSITARY'S AGENTS, THE REGISTRAR AND THE COMPANY. . . . 13

Section 5.1 MAINTENANCE OF OFFICES, AGENCIES AND TRANSFER BOOKS
BY THE DEPOSITARY; REGISTRAR . . . . . . . . . . . . . . 13
Section 5.2 PREVENTION OF OR DELAY IN PERFORMANCE BY THE
DEPOSITARY, THE DEPOSITARY'S AGENTS, THE REGISTRAR
OR THE COMPANY . . . . . . . . . . . . . . . . . . . . . 14
Section 5.3 OBLIGATION OF THE DEPOSITARY, THE DEPOSITARY'S AGENTS,
THE REGISTRAR AND THE COMPANY. . . . . . . . . . . . . . 14
Section 5.4 RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT
OF SUCCESSOR DEPOSITARY. . . . . . . . . . . . . . . . . 16
Section 5.5 CORPORATE NOTICES AND REPORTS . . . . . . . . . . . . . . 17
Section 5.6 INDEMNIFICATION BY THE COMPANY. . . . . . . . . . . . . . 17
Section 5.7 CHARGES AND EXPENSES. . . . . . . . . . . . . . . . . . . 17
Section 5.8 TAX COMPLIANCE. . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE VI

AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Section 6.1 AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 6.2 TERMINATION . . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE VII

MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

Section 7.1 COUNTERPARTS. . . . . . . . . . . . . . . . . . . . . . . 19

<PAGE>

Section 7.2 EXCLUSIVE BENEFIT OF PARTIES. . . . . . . . . . . . . . . 19
Section 7.3 INVALIDITY OF PROVISIONS. . . . . . . . . . . . . . . . . 19
Section 7.4 NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 7.5 APPOINTMENT OF REGISTRAR. . . . . . . . . . . . . . . . . 21
Section 7.6 HOLDERS OF RECEIPTS ARE PARTIES . . . . . . . . . . . . . 21
Section 7.7 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . 21
Section 7.8 INSPECTION OF DEPOSIT AGREEMENT . . . . . . . . . . . . . 21
Section 7.9 HEADINGS. . . . . . . . . . . . . . . . . . . . . . . . . 21

Form of Depositary Shares

FORM OF FACE RECEIPT . . . . . . . . . . . . . . . . . . . . . . . . . .A-1
FORM OF REVERSE OF RECEIPT . . . . . . . . . . . . . . . . . . . . . . .A-3

iii

<PAGE>

DEPOSIT AGREEMENT, dated as of _________, among The Walt Disney
Company, a Delaware corporation, (the "Company"), __________, a ___________
trust company (the "Depositary"), and the holders from time to time of the
Receipts described herein.

WHEREAS, it is desired to provide, as hereinafter set forth in this
Deposit Agreement, for the deposit of shares of Series _________ Preferred Stock
of the Company with the Depositary for the purposes set forth in this Deposit
Agreement and for the issuance hereunder of Receipts evidencing Depositary
Shares in respect of the Stock so deposited; and

WHEREAS, the Receipts are to be substantially in the form of Exhibit A
annexed hereto, with appropriate insertions, modifications and omissions, as
hereinafter provided in this Deposit Agreement;

NOW, THEREFORE, in consideration of the promises contained herein, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:

ARTICLE I

DEFINITIONS

The following definitions shall, for all purposes, unless otherwise
indicated, apply to the respective terms used in this Deposit Agreement:

"Certificate" shall mean the Certificate of Designation filed with the
Secretary of State of the State of Delaware establishing the Stock as a series
of preferred stock of the Company.

"Deposit Agreement" shall mean this Deposit Agreement, as amended or
supplemented from time to time.

"Depositary" shall mean ______________, and any successor as
Depositary hereunder.

"Depositary Shares" shall mean Depositary Shares, each representing
_________ of a share of Stock and evidenced by a Receipt.

"Depositary's Agent" shall mean an agent appointed by the Depositary
pursuant to Section 5.1 and shall include the Registrar if such Registrar is not
the Depositary.

<PAGE>

"Depositary's Office" shall mean the principal office of the
Depositary at which at any particular time its depositary receipt business shall
be administered.

"Receipt" shall mean one of the Depositary Receipts, substantially in
the form set forth as Exhibit A hereto, issued hereunder, whether in definitive
or temporary form and evidencing the number of Depositary Shares held of record
by the record holder of such Depositary Shares.

"record holder" or "holder" as applied to a Receipt shall mean the
person in whose name a Receipt is registered on the books of the Depositary
maintained for such purpose.

"Registrar" shall mean the Depositary or such other bank or trust
company which shall be appointed to register ownership and transfers of Receipts
as herein provided.

"Securities Act" shall mean the Securities Act of 1933, as amended.

"Stock" shall bean shares of the Company's Series __________ Preferred
Stock, $ _________ par value per share, with a liquidation preference of
$_________ per share.

ARTICLE II

FORM OF RECEIPTS, DEPOSIT OF STOCK,
EXECUTION AND DELIVERY, TRANSFER,
SURRENDER AND REDEMPTION OF RECEIPTS

Section 2.1 FORM AND TRANSFER OF RECEIPTS. Definitive Receipts shall
be engraved or printed or lithographed on steel-engraved borders, with
appropriate insertions, modifications and omissions, as hereinafter provided,
if and to the extent required by any securities exchange on which the
Receipts are listed. Pending the preparation of definitive Receipts or if
definitive Receipts are not required by any securities exchange on which the
Receipts are listed, the Depositary, upon the written order of the Company or
any holder of Stock, as the case may be, delivered in compliance with Section
2.2, shall execute and deliver temporary Receipts which are printed,
lithographed, typewritten, mimeographed or otherwise substantially of the
tenor of the definitive Receipts in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the persons executing such Receipts may determine, as evidenced by their
execution of such Receipts. If temporary Receipts are issued, the Company
and the Depositary will cause definitive Receipts to be prepared without
unreasonable delay. After the preparation of definitive Receipts, the
temporary Receipts shall be

<PAGE>

exchangeable for definitive Receipts upon surrender of the temporary Receipts
at the Depositary's Office or at such other place or places as the Depositary
shall determine, without charge to the holder. Upon surrender for
cancellation of any one or more temporary Receipts, the Depositary shall
execute and deliver in exchange therefor definitive Receipts representing the
same number of Depositary Shares as represented by the surrendered temporary
Receipt or Receipts. Such exchange shall be made at the Company's expense
and without any charge to the holder therefor. Until so exchanged, the
temporary Receipts shall in all respects be entitled to the same benefits
under this Agreement, and with respect to the Stock, as definitive Receipts.

Receipts shall be executed by the Depositary by the manual signature
of a duly authorized officer of the Depositary; PROVIDED, that such signature
may be a facsimile if a Registrar for the Receipts (other than the Depositary)
shall have been appointed and such Receipts are countersigned by a manual
signature of a duly authorized officer of the Registrar. No Receipt shall be
entitled to any benefits under this Deposit Agreement or be valid or obligatory
for any purpose unless it shall have been executed in accordance with the
foregoing sentence. The Depositary shall record on its books each Receipt so
signed and delivered as hereinafter provided.

Receipts shall be in denominations of any number of whole
Depositary Shares. The Company shall deliver to the Depositary from time to
time such quantities of Receipts as the Depositary may request to enable the
Depositary to perform its obligations under this Deposit Agreement.

Receipts may be endorsed with or have incorporated in the text thereof
such legends or recitals or changes not inconsistent with the provisions of this
Deposit Agreement as may be required by the Depositary or required to comply
with any applicable law or any regulation thereunder or with the rules and
regulations of any securities exchange upon which the Stock, the Depositary
Shares or the Receipts may be listed or to conform with any usage with respect
thereto, or to indicate any special limitations or restrictions to which any
particular Receipts are subject.

Title to Depositary Shares evidenced by a Receipt, which is properly
endorsed or accompanied by a properly executed instrument of transfer, shall be
transferable by delivery with the same effect as in the case of a negotiable
instrument; PROVIDED, HOWEVER, that until transfer of a Receipt shall be
registered on the books of the Depositary as provided in Section 2.3, the
Depositary may, notwithstanding any notice to the contrary, treat the record
holder thereof at such time as the absolute owner thereof for the purpose of
determining the person entitled to distributions of dividends or other
distributions or to any notice provided for in this Deposit Agreement and for
all other purposes.

<PAGE>

Section 2.2 DEPOSIT OF STOCK; EXECUTION AND DELIVERY OF RECEIPTS
IN RESPECT THEREOF. Subject to the terms and conditions of this Deposit
Agreement, the Company or any holder of Stock may from time to time deposit
shares of Stock under this Deposit Agreement by delivery to the Depositary of
a certificate or certificates for the Stock to be deposited, properly
endorsed or accompanied, if required by the Depositary, by a duly executed
instrument of transfer or endorsement, in form satisfactory to the
Depositary, together with all such certifications as may be required by the
Depositary in accordance with the provisions of this Deposit Agreement, and
together with a written order of the Company or such holder, as the case may
be, directing the Depositary to execute and deliver to, or upon the written
order of, the person or persons stated in such order a Receipt or Receipts
for the number of Depositary Shares representing such deposited Stock.

Deposited Stock shall be held by the Depositary at the Depositary's
Office or at such other place or places as the Depositary shall determine.

Upon receipt by the Depositary of a certificate or certificates for
Stock deposited in accordance with the provisions of this Section, together with
the other documents required as above specified, and upon recordation of the
Stock on the books of the Company in the name of the Depositary or its nominee,
the Depositary, subject to the terms and conditions of this Deposit Agreement,
shall execute and deliver, to or upon the order of the person or persons named
in the written order delivered to the Depositary referred to in the first
paragraph of this Section, a Receipt or Receipts for the whole number of
Depositary Shares representing, in the aggregate, the Stock so deposited and
registered in such name or names as may be requested by such person or persons.
The Depositary shall execute and deliver such Receipt or Receipts at the
Depositary's Office or such other offices, if any, as the Depositary may
designate. Delivery at other offices shall be at the risk and expense of the
person requesting such delivery.

Section 2.3 REGISTRATION OF TRANSFER OF RECEIPTS. Subject to the terms
and conditions of this Deposit Agreement, the Depositary shall register on
its books from time to time transfers of Receipts upon any surrender thereof
by the holder in person or by a duly authorized attorney, properly endorsed
or accompanied by a properly executed instrument of transfer. Thereupon, the
Depositary shall execute a new Receipt or Receipts evidencing the same
aggregate number of Depositary Shares as those evidenced by the Receipt or
Receipts surrendered and deliver such new Receipt or Receipts to or upon the
order of the person entitled thereto.

Section 2.4 SPLIT-UPS AND COMBINATIONS OF RECEIPTS; SURRENDER OF
RECEIPTS AND WITHDRAWAL OF STOCK. Upon surrender of a Receipt or Receipts at
the Depositary's Office or at such other offices as it may designate for the
purpose of effecting a split-up or combination of such Receipt or Receipts,
and subject to the terms and conditions of this Deposit Agreement, the

4
<PAGE>

Depositary shall execute and deliver a new Receipt or Receipts in the
authorized denomination or denominations requested, evidencing the aggregate
number of Depositary Shares evidenced by the Receipt or Receipts surrendered;
PROVIDED, HOWEVER, that the Depositary shall not issue any Receipt evidencing
a fractional Depositary Share.

Any holder of a Receipt or Receipts representing any number of whole
shares of Stock may (unless the related Depositary Shares have previously been
called for redemption) withdraw the Stock and all money and other property, if
any, represented thereby by surrendering such Receipt or Receipts, at the
Depositary's Office or at such other offices as the Depositary may designate for
such withdrawals. Thereafter, without unreasonable delay, the Depositary shall
deliver to such holder or to the person or persons designated by such holder as
hereinafter provided, the number of whole shares of Stock and all money and
other property, if any, represented by the Receipt or Receipts so surrendered
for withdrawal, but holders of such whole shares of Stock will not thereafter be
entitled to deposit such Stock hereunder or to receive Depositary Shares
therefor. If a Receipt delivered by the holder to the Depositary in connection
with such withdrawal shall evidence a number of Depositary Shares in excess of
the number of Depositary Shares representing the number of whole shares of Stock
to be so withdrawn, the Depositary shall at the same time, in addition to such
number of whole shares of Stock and such money and other property, if any, to be
so withdrawn, deliver to such holder, or upon his order, a new Receipt
evidencing such excess number of Depositary Shares, PROVIDED, HOWEVER, that the
Depositary shall not issue any Receipt evidencing a fractional Depositary Share.
Delivery of the Stock and money and other property being withdrawn may be made
by the delivery of such certificates, documents of title and other instruments
as the Depositary may deem appropriate which, if required by the Depositary,
shall be properly endorsed or accompanied by proper instruments of transfer.

If the Stock and the money and other property being withdrawn are to
be delivered to a person or persons other than the record holder of the Receipt
or Receipts being surrendered for withdrawal of Stock, such holders shall
execute and deliver to the Depositary a written order so directing the
Depositary and the Depositary may require that the Receipt or Receipts
surrendered by such holder for withdrawal of such shares of Stock be properly
endorsed in blank or accompanied by a properly executed instrument of transfer
in blank.

Delivery of the Stock and the money and other property, if any,
represented by Receipts surrendered for withdrawal shall be made by the
Depositary at the Depositary's Office, except that, at the request, risk and
expense of the holder surrendering such Receipt or Receipts and for the account
of the holder thereof, such delivery may be made at such other place as may be
designated by such holder.

<PAGE>

Section 2.5 LIMITATIONS ON EXECUTION AND DELIVERY, TRANSFER,
SURRENDER AND EXCHANGE OF RECEIPTS. As a condition precedent to the
execution and delivery, registration of transfer, split-up, combination,
surrender or exchange of any Receipt, the Depositary, any of the Depositary's
Agents or the Company may require payment to it of a sum sufficient for the
payment (or, in the event that the Depositary or the Company shall have made
such payment, the reimbursement to it) of any charges or expenses payable by
the holder of a Receipt pursuant to Sections 3.2 and 5.7, may require the
production of evidence satisfactory to it as to the identity and genuineness
of any signature and may also require compliance with such regulations, if
any, as the Depositary or the Company may establish consistent with the
provisions of this Deposit Agreement.

The deposit of Stock may be refused, the delivery of Receipts against
Stock may be suspended, the registration of transfer of Receipts may be refused
and the registration of transfer, surrender or exchange of outstanding Receipts
may be suspended (i) during any period when the register of stockholders of the
Company is closed, (ii) if any such action is deemed necessary or advisable by
the Depositary, any of the Depositary's Agents or the Company at any time or
from time to time because of any requirement of law or of any government or
governmental body or commission or under any provision of this Deposit Agreement
or (iii) with the approval of the Company, for any other reason.

Section 2.6 LOST RECEIPTS, ETC. In case any receipt shall be
mutilated, destroyed, lost or stolen, the Depositary in its discretion may
execute and deliver a Receipt of like form and tenor in exchange and
substitution for such mutilated Receipt, or in lieu of and in substitution
for such destroyed, lost or stolen Receipt, upon (i) the filing by the holder
thereof with the Depositary of evidence satisfactory to the Depositary of
such destruction or loss or theft of such Receipt, of the authenticity
thereof and of his or her ownership thereof, (ii) the furnishing of the
Depositary with reasonable indemnification satisfactory to it and (iii) the
payment of any expense (including fees, charges and expenses of the
Depositary) in connection with such execution and delivery.

Section 2.7 CANCELLATION AND DESTRUCTION OF SURRENDERED RECEIPTS.
All Receipts surrendered to the Depositary or any Depositary's Agent shall be
cancelled by the Depositary. Except as prohibited by applicable law or
regulation, the Company is authorized to destroy all Receipts so cancelled.

Section 2.8 REDEMPTION OF STOCK. Whenever the Company shall be
permitted and shall elect to redeem shares of Stock in accordance with the
provisions of the Certificate, it shall (unless otherwise agreed to in
writing with the Depositary) give or cause to be given to the Depositary not
less than 60 days' notice of the date of such proposed redemption or exchange
of Stock and of the number of such shares held by the Depositary to be so
redeemed and the

<PAGE>

applicable redemption price, as set forth in the Certificate, which notice
shall be accompanied by a certificate from the Company stating that such
redemption of Stock is in accordance with the provisions of the Certificate.
On the date of such redemption, provided that the Company shall then have
paid or caused to be paid in full to the Depositary the redemption price of
the Stock to be redeemed, plus an amount equal to any accrued and unpaid
dividends thereon to the date fixed for redemption, in accordance with the
provisions of the Certificate, the Depositary shall redeem the number of
Depositary Shares representing such Stock. The Depositary shall mail notice
of the Company's redemption of Stock and the proposed simultaneous redemption
of the number of Depositary Shares representing the Stock to be redeemed by
first-class mail, postage prepaid, not less than 30 and not more than 60 days
prior to the date fixed for redemption of such Stock and Depositary Shares
(the "Redemption Date") to the record holders of the Receipts evidencing the
Depositary Shares to be so redeemed, at the address of such holders as they
appear on the records of the Depositary; but neither failure to mail any such
notice of redemption of Depositary Shares to one or more such holders nor any
defect in any notice of redemption of Depositary Shares to one or more such
holders shall affect the sufficiency of the proceedings for redemption as to
the other holders. The Company will provide the Depositary with the
information necessary for the Depositary to prepare such notice and each such
notice shall state: (i) the Redemption Date; (ii) the number of Depositary
Shares to be redeemed and, if less than all the Depositary Shares held by any
such holder are to be redeemed, the number of such Depositary Shares held by
such holder to be so redeemed; (iii) the redemption price; (iv) the place or
places where Receipts evidencing Depositary Shares are to be surrendered for
payment of the redemption price; and (v) that dividends in respect of the
Stock represented by the Depositary Shares to be redeemed will cease to
accrue on such Redemption Date. In case less than all the outstanding
Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed
shall be selected by the Depositary by lot or by any other substantially
equivalent method, in each case, as determined by the Depositary in its sole
discretion.

Notice having been mailed by the Depositary as aforesaid, from and
after the Redemption Date (unless the Company shall have failed to provide the
funds necessary to redeem the Stock evidenced by the Depositary Shares called
for redemption) (i) dividends on the shares of Stock so called for redemption
shall cease to accrue from and after such date, (ii) the Depositary Shares being
redeemed from such proceeds shall be deemed no longer to be outstanding, (iii)
all rights of the holders of Receipts evidencing such Depositary Shares (except
the right to receive the redemption price) shall, to the extent of such
Depositary Shares, cease and terminate, and (iv) upon surrender in accordance
with such redemption notice of the Receipts evidencing any such Depositary
Shares called for redemption (properly endorsed or assigned for transfer, if the
Depositary or applicable law shall so require), such Depositary Shares shall be
redeemed by the Depositary at a redemption price per Depositary Share equal to
the same fraction of the redemption price per share paid with respect to the
shares of Stock as the fraction each

<PAGE>

Depositary Share represents of a share of Stock plus the same fraction of all
money and other property, if any, represented by such Depositary Shares,
including all amounts paid by the Company in respect of dividends which on
the Redemption Date have accumulated on the shares of Stock to be so redeemed
and have not theretofore been paid. Any funds deposited by the Company with
the Depositary for any Depositary Shares that the holders thereof fail to
redeem will be returned to the Company after a period of two years from the
date such funds are so deposited.

If fewer than all of the Depositary Shares evidenced by a Receipt are
called for redemption, the Depositary will deliver to the holder of such Receipt
upon its surrender to the Depositary, together with the redemption payment, a
new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and
not called for redemption.

ARTICLE III

CERTAIN OBLIGATIONS OF
HOLDERS OF RECEIPTS AND THE COMPANY

Section 3.1 FILING PROOFS, CERTIFICATES AND OTHER INFORMATION. Any
holder of a Receipt may be required from time to time to file such proof of
residence, or other matters or other information, to execute such
certificates and to make such representations and warranties as the
Depositary or the Company may reasonably deem necessary or proper or
otherwise reasonably request. The Depositary or the Company may withhold the
delivery, or delay the registration of transfer, redemption or exchange, of
any Receipt or the withdrawal or conversion of the Stock represented by the
Depositary Shares evidenced by any Receipt or the distribution of any
dividend or other distribution or the sale of any rights or of the proceeds
thereof until such proof or other information is filed or such certificates
are executed or such representations and warranties are made.

Section 3.2 PAYMENT OF TAXES OR OTHER GOVERNMENTAL CHARGES.
Holders of Receipts shall be obligated to make payments to the Depositary of
certain charges and expenses, as provided in Section 5.7. Registration of
transfer of any Receipt or any withdrawal of Stock and all money or other
property, if any, represented by the Depositary Shares evidenced by such
Receipt may be refused until any such payment due is made, and any dividends,
interest payments or other distributions may be withheld or any part of or
all the Stock or other property represented by the Depositary Shares
evidenced by such Receipt and not theretofore sold may be sold for the
account of the holder thereof (after attempting by reasonable means to notify
such holder prior to such sale), and such dividends, interest payments or
other distributions or the proceeds of any such

<PAGE>

sale may be applied to any payment of such charges or expenses, the holder of
such Receipt remaining liable for any deficiency.

Section 3.3 WARRANTY AS TO STOCK. The Company hereby represents
and warrants that the Stock, when issued, will be duly authorized, validly
issued, fully paid and nonassessable. Such representation and warranty shall
survive the deposit of the Stock and the issuance of Receipts.

ARTICLE IV

THE DEPOSITED SECURITIES; NOTICES

Section 4.1 CASH DISTRIBUTIONS. Whenever the Depositary shall
receive any cash dividend or other cash distribution on Stock, the Depositary
shall, subject to Sections 3.1 and 3.2, distribute to record holders of
Receipts on the record date fixed pursuant to Section 4.4 such amounts of
such dividend or distribution as are, as nearly as practicable, in proportion
to the respective numbers of Depositary Shares evidenced by the Receipts held
by such holders; PROVIDED, HOWEVER, that in case the Company or the
Depositary shall be required to withhold and shall withhold from any cash
dividend or other cash distribution in respect of the Stock an amount on
account of taxes or as otherwise required by law, regulation or court
process, the amount made available for distribution or distributed in respect
of Depositary Shares shall be reduced accordingly. In the event that the
calculation of any such cash dividend or other cash distribution to be paid
to any record holder on the aggregate number of Depositary Receipts held by
such holder results in an amount which is a fraction of a cent, the amount
the Depositary shall distribute to such record holder shall be rounded to the
next highest whole cent; and upon request of the Depositary, the Company
shall pay the additional amount to the Depositary for distribution.

Section 4.2 DISTRIBUTIONS OTHER THAN CASH, RIGHTS, PREFERENCES OR
PRIVILEGES. Whenever the Depositary shall receive any distribution other
than cash, rights, preferences or privileges upon Stock, the Depositary
shall, subject to Sections 3.1 and 3.2, distribute to record holders of
Receipts on the record date fixed pursuant to Section 4.4 such amounts of the
securities or property received by it as are, as nearly as practicable, in
proportion to the respective numbers of Depositary Shares evidenced by the
Receipts held by such holders, in any manner that the Depositary may deem
equitable and practicable for accomplishing such distribution. If in the
opinion of the Depositary such distribution cannot be made proportionately
among such record holders, or if for any other reason (including any
requirement that the Company or the Depositary withhold an amount on account
of taxes) the Depositary deems such distribution not to be feasible, the
Depositary may, with the approval of the Company, adopt such method as it
deems equitable

<PAGE>

and practicable for the purpose of effecting such distribution, including the
sale (at public or private sale) of the securities or property thus received,
or any part thereof, at such place or places and upon such terms as it may
deem proper. The net proceeds of any such sale shall, subject to Sections
3.1 and 3.2, be distributed or made available for distribution, as the case
may be, by the Depositary to record holders of Receipts as provided by
Section 4.1 in the case of a distribution received in cash.

Section 4.3 SUBSCRIPTION RIGHTS, PREFERENCES OR PRIVILEGES. If e
Company shall at any time offer or cause to be offered to the persons in
whose names Stock is recorded on the books of the Company any rights,
preferences or privileges to subscribe for or to purchase any securities or
any rights, preferences or privileges of any other nature, such rights,
preferences or privileges shall in each such instance be made available by
the Depositary to the record holders of Receipts in such manner as the
Depositary may determine, either by the issue to such record holders of
warrants representing such rights, preferences or privileges or by such other
method as may be approved by the Depositary in its discretion with the
approval of the Company; PROVIDED, HOWEVER, that (i) if at the time of issue
or offer of any such rights, preferences or privileges the Depositary
determines that it is not lawful or (after consultation with the Company) not
feasible to make such rights, preferences or privileges available to holders
of Receipts by the issue of warrants or otherwise, or (ii) if and to the
extent so instructed by holders of Receipts who do not desire to execute such
rights, preferences or privileges, then the Depositary, in its discretion
(with approval of the Company, in any case where the Depositary has
determined that it is not feasible to make such rights, preferences or
privileges available), may, if applicable laws or the terms of such rights,
preferences or privileges permit such transfer, sell such rights, preferences
or privileges at public or private sale, at such place or places and upon
such terms as it may deem proper. The net proceeds of any such sale shall,
subject to Sections 3.1 and 3.2, be distributed by the Depositary to the
record holders of Receipts entitled thereto as provided by Section 4.1 in the
case of a distribution received in cash.

If registration under the Securities Act of the securities to which
any rights, preferences or privileges relate is required in order for holders of
Receipts to be offered or sold the securities to which such rights, preferences
or privileges relate, the Company will file promptly a registration statement
pursuant to the Securities Act with respect to such rights, preferences or
privileges and securities and use its best efforts and take all steps available
to it to cause such registration statement to become effective sufficiently in
advance of the expiration of such rights, preferences or privileges to enable
such holders to exercise such rights, preferences or privileges. In no event
shall the Depositary make available to the holders of Receipts any right,
preference or privilege to subscribe for or to purchase any securities unless
and until it has received written notice from the Company that such registration
statement shall have become effective, or that the offering and sale of such
securities to such holders are exempt from

<PAGE>

registration under the provisions of the Securities Act and the Company shall
have provided to the Depositary an opinion of counsel to such effect.

If any other action under the laws of any jurisdiction or any
governmental or administrative authorization, consent or permit is required in
order for such rights, preferences or privileges to be made available to holders
of Receipts, the Company will use its reasonable best efforts to take such
action or obtain such authorization, consent or permit sufficiently in advance
of the expiration of such rights, preferences or privileges to enable such
holders to exercise such rights, preferences or privileges.

Section 4.4 NOTICE OF DIVIDENDS, ETC.; FIXING RECORD DATE FOR
HOLDERS OF RECEIPTS. Whenever any cash dividend or other cash distribution
shall become payable or any distribution other than cash shall be made, or if
rights, preferences or privileges shall at any time be offered, with respect
to Stock, or whenever the Depositary shall receive notice of any meeting at
which holders of Stock are entitled to vote or of which holders of Stock are
entitled to notice, or whenever the Depositary and the Company shall decide
it is appropriate, the Depositary shall in each such instance fix a record
date (which shall be the same date as the record date fixed by the Company
with respect to or otherwise in accordance with the terms of the Stock) for
the determination of the holders of Receipts who shall be entitled to receive
such dividend, distribution, rights, preferences or privileges or the net
proceeds of the sale thereof, or to give instructions for the exercise of
voting rights at any such meeting, or who shall be entitled to notice of such
meeting or for any other appropriate reasons.

Section 4.5 VOTING RIGHTS. Upon receipt of notice of any meeting
at which the holders of Stock are entitled to vote, the Depositary shall, as
soon as practicable thereafter, mail to the record holders of Receipts a
notice which shall contain (i) such information as is contained in such
notice of meeting and (ii) a statement that the holders may, subject to any
applicable restrictions, instruct the Depositary as to the exercise of the
voting rights pertaining to the amount of Stock represented by their
respective Depositary Shares (including an express indication that
instructions may be given to the Depositary to give a discretionary proxy to
a person designated by the Company) and a brief statement as to the manner in
which such instructions may be given. Upon the written request of the
holders of Receipts on the relevant record date, the Depositary shall use its
best efforts to vote or cause to be voted, in accordance with the
instructions set forth in such requests, the maximum number of whole shares
of Stock represented by the Depositary Shares evidenced by all Receipts as to
which any particular voting instructions are received. The Company hereby
agrees to take all reasonable action which may be deemed necessary by the
Depositary in order to enable the Depositary to vote such Stock or cause such
Stock to be voted. In the absence of specific instructions from the holder
of a Receipt, the Depositary will not vote (but, at its discretion, may
appear at any meeting with respect to such Stock unless directed to the

<PAGE>

contrary by the holders of all the Receipts) to the extent of the Stock
represented by the Depositary Shares evidenced by such Receipt.

Section 4.6 CHANGES AFFECTING DEPOSITED SECURITIES AND
RECLASSIFICATIONS, RECAPITALIZATIONS, ETC. Upon any change in par value or
liquidation preference, split-up, combination or any other reclassification
of the Stock, or upon any recapitalization, reorganization, merger or
consolidation affecting the Company or to which it is a party, the Depositary
may in its discretion with the approval of, and shall upon the instructions
of, the Company, and (in either case) in such manner as the Depositary may
deem equitable, (i) make such adjustments in the fraction of an interest in
one share of Stock represented by one Depositary Share as may be necessary (
as certified by the Company) fully to reflect the effects of such change in
par value or liquidation preference, split-up, combination or other
reclassification of Stock, or of such recapitalization, reorganization,
merger or consolidation and (ii) treat any securities which shall be received
by the Depositary in exchange for or upon conversion of or in respect of the
Stock as new deposited securities so received in exchange for or upon
conversion or in respect of such Stock. In any such case, the Depositary may
in its discretion, with the approval of the Company, execute and deliver
additional Receipts or may call for the surrender of all outstanding Receipts
to be exchanged for new Receipts specifically describing such new deposited
securities. Anything to the contrary herein notwithstanding, holders of
Receipts shall have the right from and after the effective date of any such
change in par value or liquidation preference, split-up, combination or other
reclassification of the Stock or any such recapitalization, reorganization,
merger or consolidation to surrender such Receipts to the Depositary with
instructions to convert, exchange or surrender the Stock represented thereby
only into or for, as the case may be, the kind and amount of shares of stock
and other securities and property and cash into which the Stock represented
by such Receipts would have been converted or for which such Stock would have
been exchanged or surrendered had such Receipt been surrendered immediately
prior to the effective date of such transaction.

Section 4.7 DELIVERY OF REPORTS. The Depositary shall furnish to
holders of Receipts any reports and communications received from the Company
which are received by the Depositary as the holder of Stock.

Section 4.8 LIST OF RECEIPT HOLDERS. Promptly upon request from
time to time by the Company, the Depositary shall furnish to it a list, as of
the most recent practicable date, of the names, addresses and holdings of
Depositary Shares of all record holders of Receipts. The Company shall be
entitled to receive such list twice annually without charge.

<PAGE>

ARTICLE V

THE DEPOSITARY, THE DEPOSITARY'S
AGENTS, THE REGISTRAR AND THE COMPANY

Section 5.1 MAINTENANCE OF OFFICES, AGENCIES AND TRANSFER BOOKS
BY THE DEPOSITARY; REGISTRAR. Upon execution of this Deposit Agreement, the
Depositary shall maintain at the Depositary's office, facilities for the
execution and delivery, registration and registration of transfer, surrender
and exchange of Receipts, and at the offices of the Depositary's Agents, if
any, facilities for the delivery, registration of transfer, surrender and
exchange of Receipts, all in accordance with the provisions of this Deposit
Agreement.

The Depositary shall keep books at the Depositary's Office for the
registration and registration of transfer of Receipts, which books during normal
business hours shall be open for inspection by the record holders of Receipts;
provided that any such holder requesting to exercise such right shall certify to
the Depositary that such inspection shall be for a proper purpose reasonably
related to such person's interest as an owner of Depositary Shares evidenced by
the Receipts.

The Depositary may close such books, at any time or from time to time,
when deemed expedient by it in connection with the performance of its duties
hereunder.

The Depositary may, with the approval of the Company, appoint a
Registrar for registration of the Receipts or the Depositary Shares evidenced
thereby. If the Receipts or the Depositary Shares evidenced thereby or the
Stock represented by such Depositary Shares shall be listed on one or more
national securities exchanges, the Depositary will appoint a Registrar
(acceptable to the Company) for registration of such Receipts or Depositary
Shares in accordance with any requirements of such exchange. Such Registrar
(which may be the Depositary if so permitted by the requirements of any such
exchange) may be removed and a substitute registrar appointed by the Depositary
upon the request or with the approval of the Company. If the Receipts, such
Depositary Shares or such Stock are listed on one or more other stock exchanges,
the Depositary will, at the request and at the expense of the Company, arrange
such facilities for the delivery, registration, registration of transfer,
surrender and exchange of such Receipts, such Depositary Shares or such Stock as
may be required by law or applicable securities exchange regulation.

The Depositary may from time to time appoint Depositary's Agents to
act in any respect for the Depositary for the purposes of this Deposit Agreement
and may at any time appoint

<PAGE>

additional Depositary's Agents and vary or terminate the appointment of such
Depositary's Agents. The Depositary will notify the Company of any such
action.

Section 5.2 PREVENTION OF OR DELAY IN PERFORMANCE BY THE
DEPOSITARY, THE DEPOSITARY'S AGENTS, THE REGISTRAR OR THE COMPANY. Neither
the Depositary nor any Depositary's Agent nor the Registrar nor the Company
shall incur any liability to any holder of any Receipt if by reason of any
provision of any present or future law, or regulation thereunder, of the
United States of America or of any other governmental authority or, in the
case of the Depositary, the Depositary's Agent or the Registrar, by reason of
any provision, present or future, of the Company's Certificate of
Incorporation or by reason of any act of God or war or other circumstance
beyond the reasonable control of the relevant party, the Depositary, the
Depositary's Agent, the Registrar or the Company shall be prevented, delayed
or forbidden from, or subjected to any penalty on account of, doing or
performing any act or thing which the terms of this Deposit Agreement provide
shall be done or performed; nor shall the Depositary, any Depositary's Agent,
the Registrar or the Company incur liability to any holder of a Receipt (i)
by reason of any nonperformance or delay, caused as aforesaid, in the
performance of any act or thing which the terms of this Deposit Agreement
shall provide shall or may be done or performed, or (ii) by reason of any
exercise of, or failure to exercise, any discretion provided for in this
Deposit Agreement except, in the case of any such exercise or failure to
exercise discretion not caused as aforesaid, if caused by the gross
negligence or willful misconduct of the party charged with such exercise or
failure to exercise.

Section 5.3 OBLIGATION OF THE DEPOSITARY, THE DEPOSITARY'S AGENTS,
THE REGISTRAR AND THE COMPANY. Neither the Depositary nor any Depositary's
Agent nor the Registrar nor the Company assumes any obligation or shall be
subject to any liability under this Deposit Agreement or any Receipt to
holders of Receipts other than for its gross negligence, willful misconduct
or bad faith.

Neither the Depositary nor any Depositary's Agent nor the Registrar
nor the Company shall be under any obligation to appear in, prosecute or
defend any action, suit or other proceeding in respect of the Stock, the
Depositary Shares or the Receipts which in its opinion may involve it in
expense or liability unless indemnity satisfactory to it against all expense
and liability be furnished as often as may be required.

Neither the Depositary nor any Depositary's Agent nor the Registrar
nor the Company shall be liable for any action or any failure to act by it in
reliance upon the written advice of legal counsel or accountants, or information
from any person presenting Stock for deposit, any holder of a Receipt or any
other person believed by it in good faith to be competent to give such
information. The Depositary, any Depositary's Agent, the Registrar and the

<PAGE>

Company may each rely and shall each be protected in acting upon any written
notice, request, direction or other document believed by it to be genuine and
to have been signed or presented by the proper party or parties.

The Depositary shall not be responsible for any failure to carry
out any instruction to vote any of the shares of Stock or for the manner or
effect of any such vote made, as long as any such action or non-action is in
good faith. The Depositary undertakes, and any Registrar shall be required
to undertake, to perform such duties and only such duties as are specifically
set forth in this Agreement, and no implied covenants or obligations shall be
read into this Agreement against the Depositary or any Registrar. The
Depositary will indemnify the Company and hold it harmless from any loss,
liability or expense (including the reasonable costs and expenses of
defending itself) which may arise out of acts performed or omitted by the
Depositary, including when such Depositary acts as Registrar, or the
Depositary's Agents in connection with this Agreement due to its or their
negligence, willful misconduct or bad faith. The indemnification obligations
of the Depositary set forth in this Section 5.3 shall survive any termination
of this Agreement and any succession of any Depositary.

The Depositary, its parent, affiliates or subsidiaries, the
Depositary's Agents, and the Registrar may own, buy, sell and deal in any
class of securities of the Company and its affiliates and in Receipts or
Depositary Shares or become pecuniarily interested in any transaction in
which the Company or its affiliates may be interested or contract with or
lend money to or otherwise act as fully or as freely as if it were not the
Depositary, parent, affiliate or subsidiary or Depositary's Agent or
Registrar hereunder. The Depositary may also act as trustee, transfer agent
or registrar of any of the securities of the Company and its affiliates.

It is intended that neither the Depositary nor any Depositary's
Agent nor the Registrar, acting as the Depositary's Agent or Registrar, as
the case may be, shall be deemed to be an "issuer" of the securities under
the federal securities laws or applicable state securities laws, it being
expressly understood and agreed that the Depositary, any Depositary's Agent
and the Registrar are acting only in a ministerial capacity as Depositary or
Registrar for the Stock.

Neither the Depositary (or its officers, directors, employees or
agents) nor any Depositary's Agent nor the Registrar makes any representation
or has any responsibility as to the validity of the registration statement
pursuant to which the Depositary Shares are registered under the Securities
Act, the Stock, the Depositary Shares or the Receipts (except for its
counter-signatures thereon) or any instruments referred to therein or herein,
or as to the correctness of any statement made therein or herein.

<PAGE>

The Depositary assumes no responsibility for the correctness of the
description that appears in the Receipts, which can be taken as a statement
of the Company summarizing certain provisions of this Deposit Agreement.
Notwithstanding any other provision herein or in the Receipts, the Depositary
makes no warranties or representations as to the validity or genuineness of
any Stock at any time deposited with the Depositary hereunder or of the
Depositary Shares, as to the validity or sufficiency of this Deposit
Agreement, as to the value of the Depositary Shares or as to any right, title
or interest of the record holders of Receipts in and to the Depositary
Shares. The Depositary shall not be accountable for the use or application
by the Company of the Depositary Shares or the Receipts or the proceeds
thereof.

Section 5.4 RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT
OF SUCCESSOR DEPOSITARY. The Depositary may at any time resign as Depositary
hereunder by delivering notice of its election to do so to the Company, such
resignation to take effect upon the appointment of a successor Depositary and
its acceptance of such appointment as hereinafter provided.

The Depositary may at any time be removed by the Company by notice
of such removal delivered to the Depositary, such removal to take effect upon
the appointment of a successor Depositary and its acceptance of such
appointment as hereinafter provided.

In case at any time the Depositary acting hereunder shall resign or
be removed, the Company shall, within 60 days after the delivery of the
notice of resignation or removal, as the case may be, appoint a successor
Depositary, which shall be a bank or trust company having its principal
office in the United States of America and having a combined capital and
surplus of at least $50,000,000. If no successor Depositary shall have been
so appointed and have accepted appointment within 60 days after delivery of
such notice, the resigning or removed Depositary may petition any court of
competent jurisdiction for the appointment of a successor Depositary. Every
successor Depositary shall execute and deliver to its predecessor and to the
Company an instrument in writing accepting its appointment hereunder, and
thereupon such successor Depositary, without any further act or deed, shall
become fully vested with all the rights, powers, duties and obligations of
its predecessor and for all purposes shall be the Depositary under this
Deposit Agreement, and such predecessor, upon payment of all sums due it and
on the written request of the Company, shall execute and deliver an
instrument transferring to such successor all rights and powers of such
predecessor hereunder, shall duly assign, transfer and deliver all right,
title and interest in the Stock and any moneys or property held hereunder to
such successor, and shall deliver to such successor a list of the record
holders of all outstanding Receipts and such records, books and other
information in its possession relating thereto. Any successor Depositary
shall promptly mail notice of its appointment to the record holders of
Receipts.

<PAGE>

Any corporation into or with which the Depositary may be
merged, consolidated or converted shall be the successor of such Depositary
without the execution or filing of any document or any further act, and
notice thereof shall not be required hereunder. Such successor Depositary
may authenticate the Receipts in the name of the predecessor Depositary or in
the name of the successor Depositary.

Section 5.5 CORPORATE NOTICES AND REPORTS. The Company agrees that
it will deliver to the Depositary, and the Depositary will, promptly after
receipt thereof transmit to the record holders of Receipts, in each case at
the addresses recorded in the Depositary's books, copies of all notices and
reports (including without limitation financial statements) required by law
or by the rules of any national securities exchange upon which the Stock, the
Depositary Shares or the Receipts are listed, to be furnished to the record
holders of Receipts. Such transmission will be at the Company's expense and
the Company will provide the Depositary with such number of copies of such
documents as the Depositary may reasonably request.

Section 5.6 INDEMNIFICATION BY THE COMPANY. The Company shall
indemnify the Depositary, any Depositary's Agent and the Registrar against,
and hold each of them harmless from, any loss, liability or expense
(including the reasonable costs and expenses of defending itself) which may
arise out of acts performed or omitted in connection with this Deposit
Agreement and the Receipts by the Depositary, any Registrar or any of their
respective agents (including any Depositary's Agent), except for any
liability arising out of negligence, willful misconduct or bad faith on the
respective parts of any such person or persons. The obligations of the
Company set forth in this Section 5.6 shall survive any succession of any
Depositary or Depositary's Agent.

Section 5.7 CHARGES AND EXPENSES. The Company shall pay all
transfer and other taxes and governmental charges arising solely from the
existence of the depositary arrangements. The Company shall pay all
reasonable charges of the Depositary in connection with the initial deposit
of the Stock and the initial issuance of the Depositary Shares, all
withdrawals of shares of the Stock by owners of Depositary Shares, and any
redemption or exchange of the Stock at the option of the Company. All other
transfer and other taxes and governmental charges shall be at the expense of
holders of Depositary Shares. If, at the request of a holder of Receipts, the
Depositary incurs charges or expenses for which it is not otherwise liable
hereunder, such holder will be liable for such charges and expenses. All
other charges and expenses of the Depositary and any Depositary's Agent
hereunder (including, in each case, reasonable fees and expenses of counsel)
incident to the performance of their respective obligations hereunder will be
paid upon consultation and agreement between the Depositary and the Company
as to the amount and nature of such charges and expenses. The Depositary
shall present its statement for charges and expenses to the Company at such
intervals as the Company and the Depositary may agree.

<PAGE>

Section 5.8 TAX COMPLIANCE. The Depositary, on its own behalf and
on behalf of the Company, will comply with all applicable certification,
information reporting and withholding (including "backup" withholding)
requirements imposed by applicable tax laws, regulations or administrative
practice with respect to (i) any payments made with respect to the Depositary
Shares or (ii) the issuance, delivery, holding, transfer, redemption or
exercise of rights under the Depositary Receipts or the Depositary Shares.
Such compliance shall include, without limitation, the preparation and timely
filing of required returns and the timely payment of all amounts required to
be withheld to the appropriate taxing authority or its designated agent.

The Depositary shall comply with any direction received from the
Company with respect to the application of such requirements to particular
payments or holders or in other particular circumstances, and may for
purposes of this Agreement rely on any such direction in accordance with the
provisions of Section 5.3 hereof.

The Depositary shall maintain all appropriate records documenting
compliance with such requirements, and shall make such records available on
request to the Company or to its authorized representatives.

ARTICLE VI

AMENDMENT AND TERMINATION

Section 6.1 AMENDMENT. The form of the Receipts and any provisions
of this Deposit Agreement may at any time and from time to time be amended by
agreement between the Company and the Depositary in any respect which they
may deem necessary or desirable; PROVIDED, HOWEVER, that no such amendment
(other than any change in the fees of any Depositary or Registrar, which
shall go into effect not sooner than three months after notice thereof to the
holders of the Receipts) which shall materially adversely alter the rights of
the holders of Receipts shall be effective unless such amendment shall have
been approved by the holders of at least a majority of the Depositary Shares
then outstanding. Every holder of an outstanding Receipt at the time any
such amendment becomes effective shall be deemed, by continuing to hold such
Receipt, to be bound by the Deposit Agreement as amended thereby.
Notwithstanding the foregoing, in no event may any amendment impair the right
of any holder of any Depositary Shares, upon surrender of the Receipts
evidencing such Depositary Shares and subject to any conditions specified in
this Deposit Agreement, to receive shares of Stock and any money or other
property represented thereby, except in order to comply with mandatory
provisions of applicable law.

<PAGE>

Section 6.2 TERMINATION. This Deposit Agreement may be terminated
by the Company at any time upon not less than 60 days prior written notice to
the Depositary, in which case, on a date that is not later than 30 days after
the date of such notice, the Depositary shall deliver or make available for
delivery to holders of Depositary Shares, upon surrender of the Receipts
evidencing such Depositary Shares, such number of whole or fractional shares
of Stock as are represented by such Depositary Shares. This Deposit
Agreement will automatically terminate after (i) all outstanding Depositary
Shares have been redeemed pursuant to Section 2.8 or (ii) there shall have
been made a final distribution in respect of the Stock in connection with any
liquidation, dissolution or winding up of the Company and such distribution
shall have been distributed to the holders of Depositary Receipts pursuant to
Sections 4.1 or 4.2, as applicable.

Upon the termination of this Deposit Agreement, the Company shall
be discharged from all obligations under this Deposit Agreement except for
its obligations to the Depositary, the Registrar and any Depositary's Agent
under Sections 5.6 and 5.7.

ARTICLE VII

MISCELLANEOUS

Section 7.1 COUNTERPARTS. This Deposit Agreement may be executed
in any number of counterparts, and by each of the parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered,
shall be deemed an original, but all such counterparts taken together shall
constitute one and the same instrument.

Section 7.2 EXCLUSIVE BENEFIT OF PARTIES. This Deposit Agreement
is for the exclusive benefit of the parties hereto, and their respective
successors hereunder, and shall not be deemed to give any legal or equitable
right, remedy or claim to any other person whatsoever.

Section 7.3 INVALIDITY OF PROVISIONS. In case any one or more of the
provisions contained in this Deposit Agreement or in the Receipts should be
or become invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein or
therein shall in no way be affected, prejudiced or disturbed thereby.

Section 7.4 NOTICES. Any and all notices to be given to the Company
hereunder or under the Receipts shall be in writing and shall be deemed to
have been duly given if personally delivered or sent by mail, or by telegram
or facsimile transmission confirmed by letter, addressed to the Company at:

<PAGE>

The Walt Disney Company
500 South Buena Vista Street
Burbank, California 91521
Attention: Legal Department
Facsimile No.: (818) 562-1813

or at any other address of which the Company shall have notified the Depositary
in writing.

Any and all notices to be given to the Depositary hereunder or under
the Receipts shall be in writing and shall be deemed to have been duly given if
personally delivered or sent by mail or by telegram or facsimile transmission
confirmed by letter, addressed to the Depositary at the Depositary's Office, at:

______________________________
Attention: ___________________
Facsimile No.: _______________

or at any other address of which the Depositary shall have notified the Company
in writing.

Any and all notices to be given to any record holder of a Receipt
hereunder or under the Receipts shall be in writing and shall be deemed to
have been duly given if personally delivered or sent by mail, or by telegram
or facsimile transmission confirmed by letter, addressed to much record
holder at the address of such record holder as it appears on the books of the
Depositary, or if such holder shall have filed with the Depositary a written
request that notices intended for such holder be mailed to some other
address, at the address designated in such request.

Delivery of a notice sent by mail or by telegram or facsimile
transmission shall be deemed to be effected at the time when a duly addressed
letter containing the same (or a confirmation thereof in the case of a telegram
or facsimile transmission) is deposited for mailing by first class mail, postage
prepaid. The Depositary or the Company may, however, act upon any telegram or
facsimile transmission received by it from the other or from any holder of a
Receipt, notwithstanding that such telegram or facsimile transmission shall not
subsequently be confirmed by letter or as aforesaid.

Section 7.1 APPOINTMENT OF REGISTRAR. The Company hereby also
appoints the Depositary as Registrar in respect of the Receipts and the
Depositary hereby accepts such appointments.

<PAGE>

Section 7.6 HOLDERS OF RECEIPTS ARE PARTIES. The holders of
Receipts from time to time shall be parties to this Deposit Agreement and
shall be bound by all of the terms and conditions hereof and of the Receipts
by acceptance of delivery thereof.

Section 7.7 GOVERNING LAW. THIS DEPOSIT AGREEMENT AND THE RECEIPTS
AND ALL RIGHTS HEREUNDER AND THEREUNDER AND PROVISIONS HEREOF AND THEREOF
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK, INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW.

Section 7.9 INSPECTION OF DEPOSIT AGREEMENT. Copies of this
Deposit Agreement shall be filed with the Depositary and the Depositary's
Agent and shall be open to inspection during business hours at the
Depositary's Office or respective offices of the Depositary's Agent, if any,
by any holder of a Receipt.

Section 7.9 HEADINGS. The headings of articles and sections in
this Deposit Agreement and in the form of the Receipt set forth in Exhibit A
hereto have been inserted for convenience only and are not to be regarded as
a part of this Deposit Agreement or the Receipts or to have any bearing upon
the meaning or interpretation of any provision contained herein or in the
Receipts.

<PAGE>

IN WITNESS WHEREOF, the Company and the Depositary have duly executed
this Agreement as of the day and year first above set forth, and all holders of
Receipts shall become parties hereto by and upon acceptance by them of delivery
of Receipts issued in accordance with the terms hereof.

THE WALT DISNEY COMPANY

Attested by

_______________________________ By ___________________________

Attested by

_______________________________ By ___________________________

<PAGE>

ANNEX A

TEMPORARY RECEIPT EXCHANGEABLE FOR DEFINITIVE CERTIFICATE FOR ENGRAVED RECEIPT
WHEN READY FOR DELIVERY DEPOSITARY SHARES TRANSFERABLE DEPOSITARY RECEIPT. This
Certificate is transferable in New York, New York

CUSIP
SEE REVERSE FOR CERTAIN DEFINITIONS DEPOSITARY RECEIPT FOR DEPOSITARY SHARES,
EACH DEPOSITARY SHARE REPRESENTING AN INTEREST IN ONE SHARE OF ____% PREFERRED
STOCK THE WALT DISNEY COMPANY, INC.

A CORPORATION INCORPORATED UNDER THE
LAWS OF THE STATE OF DELAWARE

_________ , as Depositary (the "Depositary"),
hereby certifies that

is the registered owner of _____________________________ DEPOSITARY SHARES

("Depositary Shares"), each Depositary Share representing a _________ interest
in one share of Series Preferred Stock, par value $ per share (the "Stock"), of
The Walt Disney Company, Inc., a Delaware corporation (the "Corporation"), on
deposit with the Depositary, subject to the terms and entitled to the benefits
of the Deposit Agreement dated as of _________ (the "Deposit Agreement"),
between the Corporation and the Depositary. By accepting this Depositary
Receipt, the holder hereof becomes a party to and agrees to be bound by all the
terms and conditions of the Deposit Agreement. This Depositary receipt shall
not be valid or obligatory for any purpose or be entitled to any benefits under
the Deposit Agreement unless it shall have been executed by the Depositary by
the manual signature of a duly authorized officer or, if executed in facsimile
by the Depositary, countersigned by a Registrar in respect of the Depositary
Receipts by a duly authorized officer thereof.

A-1

<PAGE>

Dated: _________

Countersigned

Depositary and Registrar

By: _________________

Authorized Officer

A-2

<PAGE>

THE WALT DISNEY COMPANY

The Walt Disney Company WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO
REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A STATEMENT OR SUMMARY OF THE
CERTIFICATE OF INCORPORATION, AS AMENDED, INCLUDING THE CERTIFICATE OF
DESIGNATION ESTABLISHING THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIFIED RIGHTS OF THE SERIES ________
PREFERRED STOCK AND THE CERTIFICATE OF DESIGNATION OF EACH OTHER CLASS OF
PREFERRED STOCK OR SERIES THEREOF WHICH THE CORPORATION IS AUTHORIZED TO ISSUE
AND OF THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCE AND/OR
RIGHTS. ANY SUCH REQUEST SHOULD BE ADDRESSED TO THE WALT DISNEY COMPANY, 500
SOUTH BUENA VISTA STREET, BURBANK, CALIFORNIA 91521, ATTENTION: INVESTOR
RELATIONS.

_________________________

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of
this Depositary Receipt, shall be construed as though they were written out in
full according to applicable laws or regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right
of survivorship and not as
tenants in common

UNIF GIFT MIN ACT - ______ Custodian ______
(Cust) (Minor)

under Uniform Gifts to
Minors Act ____________
(State)

UNIF TRAN MIN ACT - ________ Custodian (until age ___)

A-3

<PAGE>

(Cust)
________ under Uniform Transfers
(Minor)
to Minors Act__________________
(State)

Additional abbreviations may also be
used though not in the above list.

A-4

<PAGE>

For value received, ____________________ hereby sell(s), assign(s) and
transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

______________________________________
______________________________________
______________________________________
______________________________________________________________________________
______________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

________________________ Depositary Shares represented by the within
Depositary Receipt, and do(es) hereby irrevocably constitute and appoint
________________________ Attorney to transfer the said Depositary Shares
on the books of the within named Depositary with full power of substitution in
the premises.

Dated _______________________________ Signature:

_________________________________
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of this
Depositary Receipt in every
particular, without alteration or
enlargement or any change whatever.

SIGNATURE GUARANTEED

____________________________________

A-5

<PAGE>

EXHIBIT 4.10

SPECIMEN COMMON STOCK CERTIFICATE

- ---NUMBER--- [PICTURE] ---SHARES---

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

COMMON
PAR VALUE $.01

SEE REVERSE FOR CERTAIN DEFINITIONS
----------------
CUSIP 254687 10 6
----------------

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

THE WALT DISNEY COMPANY

THIS CERTIFICATE IS TRANSFERABLE IN THE CITY OF BURBANK OR NEW YORK

THIS CERTIFIES THAT

IS THE RECORD HOLDER OF

FULL-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF

THE WALT DISNEY COMPANY, TRANSFERABLE ON THE SHARE REGISTER OF THE
CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY DULY AUTHORIZED
ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED. THIS
CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER AGENT
AND REGISTERED BY THE REGISTRAR.
[SEAL] WITNESS THE SEAL OF THE CORPORATION AND THE SIGNATURES OF ITS
DULY AUTHORIZED OFFICERS.
- ---------
Countersigned and Registered: Dated:
THE WALT DISNEY COMPANY
- --------- (Burbank, CA)
Transfer Agent and Registrar

/s/ Jennifer E LaGrow /s/ Marsha L. Reed /s/ Michael D. Eisner
Authorized Signature Secretary Chairman of the Board

<PAGE>

THE WALT DISNEY COMPANY

ANY SHAREHOLDER MAY OBTAIN, WITHOUT CHARGE, BY REQUEST TO THE OFFICE OF THE
SECRETARY OF THE CORPORATION, A COPY OF A STATEMENT OF THE RIGHTS, PREFERENCES,
PRIVILEGES AND RESTRICTIONS GRANTED TO OR IMPOSED UPON EACH CLASS OR SERIES OF
SHARES AUTHORIZED TO BE ISSUED BY THE CORPORATION AND UPON THE HOLDERS THEREOF.

THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN
RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN THE WALT DISNEY COMPANY AND
THE BANK OF NEW YORK, AS RIGHTS AGENT, DATED AS OF NOVEMBER 8, 1995 (THE "RIGHTS
AGREEMENT"), THE TERMS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE AND A COPY
OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE WALT DISNEY
COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH
RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE
EVIDENCED BY THIS CERTIFICATE. THE WALT DISNEY COMPANY WILL MAIL TO THE HOLDER
OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE WITHIN FIVE
DAYS AFTER RECEIPT BY IT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN
CIRCUMSTANCES AS PROVIDED IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO OR
BENEFICIALLY OWNED BY ACQUIRING PERSONS OR THEIR ASSOCIATES OR AFFILIATES (AS
SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR ANY SUBSEQUENT HOLDER OF SUCH
RIGHTS MAY BECOME NULL AND VOID AS PROVIDED IN SECTION 11(a) (ii) OF THE RIGHTS
AGREEMENT.

The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>
<S><C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- .................Custodian..................
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act.........................................
in common (State)
UNIF TRF MIN ACT -- .............Custodian (until age..........)
(Cust)
.....................under Uniform Transfers
(Minor)
to Minors Act...............................
(State)

</TABLE>

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED,__________________hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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

- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

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

- --------------------------------------------------------------------------Shares
of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint

- ------------------------------------------------------------------------Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.

Dated
------------------------------

X
----------------------------------------

X
----------------------------------------
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.

SIGNATURE(S) GUARANTEED

By
------------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.

<PAGE>

EXHIBIT 5.1

May 14, 1998

The Walt Disney Company
500 South Buena Vista Street
Burbank, California 91521

Re: The Walt Disney Company
Registration Statement on Form S-3
----------------------------------

Dear Ladies and Gentlemen:

We have acted as special counsel to The Walt Disney Company, a
Delaware corporation ("Disney"), in connection with the preparation of the
Registration Statement on Form S-3 (the "Registration Statement") filed with
the Securities and Exchange Commission (the "Commission") on May 14, 1998
under the Securities Act of 1933, as amended (the "Securities Act"). The
Registration Statement relates to the issuance and sale from time to time,
pursuant to Rule 415 of the General Rules and Regulations of the Commission
promulgated under the Securities Act, of the following securities of Disney
with an aggregate initial public offering price of up to $5,000,000,000 or
the equivalent thereof in one or more foreign currencies or composite
currencies: (i) senior, senior subordinated or subordinated debt securities,
in one or more series (the "Debt Securities"), which may be issued under
Indentures (the "Indentures") entered into or proposed to be entered into
among Disney and trustees (the "Trustees") that have been or will be
appointed prior to the issuance of Debt Securities; (ii) shares of Disney
preferred stock, par value $.01 per share (the "Preferred Stock"), in one or
more series, which may also be issued in the form of depositary shares (the
"Depositary Shares") evidenced by depositary receipts (the "Receipts"); (iii)
shares of Disney common stock, par value $.01 per share (the "Common Stock");
(iv) warrants to purchase Debt Securities (the "Debt Warrants") to be issued
pursuant to a warrant agreement (the "Debt Warrant Agreement") between Disney
and a warrant agent to be appointed prior to the issuance of Debt Warrants;
(v) warrants to purchase Preferred Stock (the "Preferred

<PAGE>

Stock Warrants") to be issued pursuant to a warrant agreement (the "Preferred
Stock Warrant Agreement") between Disney and a warrant agent to be appointed
prior to the issuance of Preferred Stock Warrants; and (vi) warrants to
purchase Common Stock (the "Common Stock Warrants" and, together with the
Debt Warrants and the Preferred Stock Warrants, the "Warrants") to be issued
pursuant to a warrant agreement (the "Common Stock Warrant Agreement" and,
together with the Debt Warrant Agreement and the Preferred Stock Warrant
Agreement, the "Warrant Agreements") between Disney and a warrant agent to be
appointed prior to the issuance of Common Stock Warrants. The Debt
Securities, the Preferred Stock, the Depositary Shares and the Warrants are
collectively referred to herein as the "Offered Securities."

This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.

In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of:

(i) the Registration Statement;

(ii) the form of underwriting agreement filed as an exhibit to the
Registration Statement that may be entered into between or among Disney and
one or more underwriters to be named therein in connection with any offering
of Debt Securities;

(iii) the form of distribution agreement filed as an exhibit to
the Registration Statement that may be entered into between or among Disney
and one or more agents to be named therein in connection with the sale of
certain Debt Securities (the "Distribution Agreement");

(iv) the Indentures or forms thereof filed, or incorporated by
reference, as exhibits to the Registration Statement;

(v) the form of deposit agreement (the "Deposit Agreement") filed
as an exhibit to the Registration Statement that may be entered into among
Disney, a depositary to be appointed by Disney (the "Depositary") and the
holders from time to time of Receipts issued thereunder in connection with
any offering of Depositary Shares, including the form of Receipt evidencing
the Depositary Shares included as Annex A to the Deposit Agreement;

<PAGE>

(vi) the forms of the Warrant Agreements filed as exhibits to the
Registration Statement;

(vii) a specimen certificate representing the Common Stock;

(viii) the Restated Certificate of Incorporation of Disney, as
presently in effect;

(ix) the Amended By-laws of Disney, as presently in effect; and

(x) certain resolutions of the Board of Directors of Disney
adopted at a meeting duly held on April 21, 1998 (the "Board Resolutions")
relating to the issuance and sale of the Offered Securities and related
matters, including a delegation of authority to Disney's Executive Committee
to fix and determine the terms of certain of the Offered Securities.

We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of Disney and such
agreements, certificates of public officials, certificates of officers or
other representatives of Disney and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a
basis for the opinions set forth herein.

In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified, conformed or photostatic
copies and the authenticity of the originals of such latter documents. In
making our examination of documents executed or to be executed by parties
other than Disney, we have assumed that such parties had or will have the
power, corporate or other, to enter into and perform all obligations
thereunder and have also assumed the due authorization by all requisite
action, corporate or other, and execution and delivery by such parties of
such documents and the validity and binding effect thereof. As to any facts
material to the opinions expressed herein which were not independently
established or verified, we have relied upon oral or written statements and
representations of officers and other representatives of Disney and others.

We do not express any opinion as to the laws of any jurisdiction
other than those of the States of New York and Delaware.

<PAGE>

Based upon and subject to the foregoing, we are of the opinion that:

1. With respect to any series of Debt Securities (the "Offered
Debt Securities"), when (i) the authorized officers of Disney have taken all
necessary corporate action to fix and determine the terms of the Offered Debt
Securities in accordance with the Board Resolutions; (ii) the terms of the
Offered Debt Securities and of their issuance and sale have been duly
established in conformity with the Indenture so as not to violate any
applicable law, the Restated Certificate of Incorporation or Amended By-laws
of Disney or result in a default under or breach of any agreement or
instrument binding upon Disney, and so as to comply with any requirement or
restriction imposed by any court or governmental body having jurisdiction
over Disney; (iii) the applicable Indenture has been duly executed and
delivered; and (iv) the Offered Debt Securities have been duly executed and
authenticated in accordance with the terms of the applicable Indenture and
duly delivered to the purchasers thereof upon payment of the agreed-upon
consideration therefor, the issuance and sale of the Offered Debt Securities
(including any Offered Debt Securities duly issued (A) upon exchange or
conversion of any shares of Preferred Stock that are exchangeable or
convertible into Debt Securities or (B) upon the exercise of any Warrants
exercisable for Debt Securities) will have been duly authorized, and the
Offered Debt Securities will be valid and binding obligations of Disney
entitled to the benefits of the applicable Indenture and enforceable against
Disney in accordance with their terms, except to the extent that (x)
enforcement thereof may be limited by (1) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws now
or hereafter in effect relating to creditors' rights generally, (2) general
principles of equity (regardless of whether enforceability is considered in a
proceeding at law or in equity), (3) requirements that a claim with respect
to any Offered Debt Securities denominated other than in United States
dollars (or a judgment denominated other than in United States dollars in
respect of such claim) be converted into United States dollars at a rate of
exchange prevailing on a date determined pursuant to applicable law and (4)
governmental authority to limit, delay or prohibit the making of payments
outside the United States or in foreign currency or composite currency and
(y) the waiver contained in Section 6.12 of the applicable Indenture may be
deemed unenforceable.

2. With respect to the shares of any series of Preferred Stock (the
"Offered Preferred Stock"), when (i) the Board of Directors or the Executive
Committee has taken all necessary corporate action to fix and determine the
terms of the Offered Preferred Stock in accordance with the Board
Resolutions, including the adoption of a Certificate of Designation for such
Preferred Stock in the form required by applicable law; (ii) such

<PAGE>

Certificate of Designation has been duly filed with the Secretary of State of
the State of Delaware; (iii) certificates representing the shares of the
Offered Preferred Stock have been manually signed by an authorized officer of
the transfer agent and registrar for the Preferred Stock and registered by
such transfer agent and registrar, and delivered to the purchasers thereof;
and (iv) Disney receives consideration per share of the Offered Preferred
Stock (A) in such amount (not less than the par value per share) as may be
determined by the Board of Directors or the Executive Committee in the form
of cash, services rendered, personal property, real property, leases of real
property, or a combination thereof or (B) in an amount not less than the
amount of consideration determined to be capital, in any of the above-stated
forms, and a binding obligation of the purchaser to pay the balance of such
purchase price, the issuance and sale of the shares of Offered Preferred
Stock will have been duly authorized, and such shares will be validly issued,
fully paid and nonassessable.

3. With respect to Depositary Shares representing fractional
interests in any series of Preferred Stock, when (i) the Executive Committee
has taken all necessary corporate action to fix and determine the terms of
the Depositary Shares and the related series of Preferred Stock in accordance
with the Board Resolutions, including the adoption of a Certificate of
Designation for such related series of Preferred Stock in the form required
by applicable law; (ii) such Certificate of Designation has been duly filed
with the Secretary of State of the State of Delaware; (iii) the terms of the
Depositary Shares and of their issuance and sale have been duly established
in conformity with the Deposit Agreement so as not to violate any applicable
law, the Restated Certificate of Incorporation or Amended By-laws of Disney
or result in a default under or breach of any agreement or instrument binding
upon Disney, and so as to comply with any requirement or restriction imposed
by any court or governmental body having jurisdiction over Disney; (iv) the
applicable Deposit Agreement has been duly executed and delivered; (v) the
related series of Preferred Stock has been duly authorized and validly issued
in accordance with the laws of the State of Delaware and delivered to the
Depositary for deposit in accordance with the Deposit Agreement; and (vi) the
Receipts evidencing the Depositary Shares have been duly issued against
deposit of the related series of Preferred Stock with the Depositary in
accordance with the Deposit Agreement, the issuance and sale of the
Depositary Shares will be validly issued and the Receipts will entitle the
holders thereof to the rights specified therein and in the Deposit Agreement.

4. With respect to the shares of Common Stock (the "Offered Common
Stock"), when (i) the Board of Directors or the Executive Committee has taken
all necessary corporate action to authorize the issuance and sale of the
Offered Common Stock in

<PAGE>

accordance with the Board Resolutions; (ii) certificates representing the
shares of the Offered Common Stock in the form of the specimen certificates
examined by us have been manually signed by an authorized officer of the
transfer agent and registrar for the Common Stock and registered by such
transfer agent and registrar, and delivered to the purchasers thereof; and
(iii) Disney receives consideration per share of the Offered Common Stock
(A) in such an amount (not less than the par value per share) as may be
determined by the Board of Directors or the Executive Committee in the form
of cash, services rendered, personal property, real property, leases of real
property, or a combination thereof or (B) in an amount not less than the
amount of consideration determined to be capital, in any of the above-stated
forms, and a binding obligation of the purchaser to pay the balance of such
purchase price, the issuance and sale of the shares of Offered Common Stock
(including any Offered Common Stock duly issued (1) upon exchange or
conversion of any Debt Securities or shares of Preferred Stock that are
exchangeable or convertible into Common Stock or (2) upon the exercise of any
Warrants exercisable for Common Stock) will have been duly authorized, and
such shares will be validly issued, fully paid and nonassessable.

5. With respect to any Warrants (the "Offered Warrants"), when (i)
the Board of Directors or the Executive Committee or the authorized officers
of Disney, as the case may be, have taken all necessary corporate action to
fix and determine the terms of the Offered Warrants in accordance with the
Board Resolutions; (ii) the terms of the Offered Warrants and of their
issuance and sale have been duly established in conformity with the
applicable Warrant Agreement so as not to violate any applicable law, the
Restated Certificate of Incorporation or Amended By-laws of Disney or result
in a default under or breach of any agreement or instrument binding upon
Disney, and so as to comply with any requirement or restriction imposed by any
court or governmental body having jurisdiction over Disney; (iii) the
applicable Warrant Agreement has been duly executed and delivered; and (iv)
the Offered Warrants have been duly executed and authenticated in accordance
with the terms of the applicable Warrant Agreement and duly delivered to the
purchasers thereof upon payment of the agreed-upon consideration therefor,
the issuance and sale of the Offered Warrants will have been duly authorized,
and the Offered Warrants will be valid and binding obligations of Disney
entitled to the benefits of the applicable Warrant Agreement and enforceable
against Disney in accordance with their terms, except to the extent that
enforcement thereof may be limited by (A) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws now
or hereafter in effect relating to creditors' rights generally, (B) general
principles of equity (regardless of whether enforceability is considered in a
proceeding at law or in equity), (C) requirements that a claim with respect
to any Offered Warrants denominated

<PAGE>

other than in United States dollars (or a judgment denominated other than in
United States dollars in respect of such claim) be converted into United
States dollars at a rate of exchange prevailing on a date determined pursuant
to applicable law and (D) governmental authority to limit, delay or prohibit
the making of payments outside the United States or in foreign currency or
composite currency.

We hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement. We also consent to the
reference to our firm under the caption "Legal Matters" in the Registration
Statement. In giving this consent, we do not thereby admit that we are
included in the category of persons whose consent is required under Section 7
of the Securities Act or the Rules and Regulations of the Commission.

Very truly yours,

Skadden, Arps, Slate, Meagher & Flom LLP

<PAGE>

EXHIBIT 12.1

THE WALT DISNEY COMPANY
RATIO OF EARNINGS TO FIXED CHARGES
SIX MONTHS ENDED MARCH 31, 1998 AND 1997
FIVE YEARS ENDED SEPTEMBER 30, 1997
(IN MILLIONS, EXCEPT RATIOS)

<TABLE>
<CAPTION>
Six Months Ended
March 31 Year Ended September 30
-------------------- -----------------------------------------------------
EARNINGS 1998 1997 1997 1996 1995 1994 1993
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Income from continuing operations
before income taxes and cumulative
effect of accounting changes $ 1,930.7 $ 1,873.6 $ 3,386.7 $ 2,060.0 $ 2,116.7 $ 1,703.1 $ 1,074.0

Plus
Equity in (earnings) loss of less
than 50% equity investments (16.8) 35.7 62.2 90.0 107.1 110.4 258.4
Dividends 65.6 45.4 103.1 65.6 - - 9.5
Interest expense and amortization of
debt discounts and premium on all
indebtedness 353.9 377.1 750.4 485.3 178.4 119.9 157.7
Imputed interest on operating leases 69.0 67.0 140.8 106.8 65.1 57.2 59.0
--------- --------- --------- --------- --------- --------- ---------

Total Earnings $ 2,402.4 $ 2,398.8 $ 4,443.2 $ 2,807.7 $ 2,467.3 $ 1,990.6 $ 1,558.6
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------

FIXED CHARGES
Interest expense and amortization of
debt discounts and premium on all
indebtedness $ 353.9 $ 377.1 $ 750.4 $ 485.3 $ 178.4 $ 119.9 $ 157.7
Capitalized interest 41.5 32.6 73.0 44.5 40.8 38.6 19.4
Imputed interest on operating leases 69.0 67.0 140.8 106.8 65.1 57.2 59.0
--------- --------- --------- --------- --------- --------- ---------

Total Fixed Charges $ 464.4 $ 476.7 $ 964.2 $ 636.6 $ 284.3 $ 215.7 $ 236.1
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------

RATIO OF EARNINGS TO
FIXED CHARGES 5 5 5 4 9 9 7
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------

</TABLE>

<PAGE>

EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated November 18, 1997 appearing on page 31 of The Walt Disney Company's
Annual Report on Form 10-K for the year ended September 30, 1997. We also
consent to the reference to us under the heading "Experts" in such Prospectus.

PRICE WATERHOUSE LLP
Century City, California
May 15, 1998

<PAGE>

EXHIBIT 23.3

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and the
incorporation by reference of our report dated March 8, 1996 with respect to the
consolidated financial statements of Capital Cities/ABC, Inc. as of December 31,
1995 and 1994 and for each of the three years in the period ended December 31,
1995 in the Registration Statement on Form S-3 to be filed with the Securities
and Exchange Commission by The Walt Disney Company on or about May 14, 1998.

Ernst & Young LLP
New York, New York
May 13, 1998

<PAGE>
EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an application to determine eligibility of a Trustee
pursuant to Section 305 (b)(2) ____

________________________

CITIBANK, N.A.
(Exact name of trustee as specified in its charter)

13-5266470
(I.R.S. employer
identification no.)

399 Park Avenue, New York, New York 10043
(Address of principal executive office) (Zip Code)
_______________________

THE WALT DISNEY COMPANY
(Exact name of obligor as specified in its charter)

Delaware 95-4545390
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)

500 South Buena Vista Street
Burbank, California 91521
(Address of principal executive offices) (Zip Code)

___________________________
Senior Debt Securities
(Title of the indenture securities)

<PAGE>

Item 1. General Information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which
it is subject.

Name Address
---- -------
Comptroller of the Currency Washington, D.C.

Federal Reserve Bank of New York New York, NY
33 Liberty Street
New York, NY

Federal Deposit Insurance Corporation Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None.

Item 16. List of Exhibits.

List below all exhibits filed as a part of this Statement of
Eligibility.

Exhibits identified in parentheses below, on file with the
Commission, are incorporated herein by reference as exhibits hereto.

Exhibit 1 - Copy of Articles of Association of the Trustee, as now
in effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983)

Exhibit 2 - Copy of certificate of authority of the Trustee to
commence business. (Exhibit 2 to T-1 to Registration Statement No.
2-29577).

Exhibit 3 - Copy of authorization of the Trustee to exercise
corporate trust powers. (Exhibit 3 to T-1 to Registration
Statement No. 2-55519)

<PAGE>

Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to
T-1 to Registration Statement No. 33-34988)

Exhibit 5 - Not applicable.

Exhibit 6 - The consent of the Trustee required by Section 321(b) of
the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration
Statement No. 33-19227.)

Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A.
(as of December 31, 1997 - attached)

Exhibit 8 - Not applicable.

Exhibit 9 - Not applicable.

__________________

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Citibank, N.A., a national banking association organized and existing
under the laws of the United States of America, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York and State of New York, on the 15th day
of April, 1998.

CITIBANK, N.A.

By /s/Carol Ng
---------------------------
Carol Ng
Vice President

<PAGE>
Charter No. 1461
Comptroller of the Currency
Northeastern District
REPORT OF CONDITION
CONSOLIDATING
DOMESTIC AND FOREIGN
SUBSIDIARIES OF
Citibank, N.A.
of New York in the State of New York, at the close of business on December 31,
1997, published in response to call made by Comptroller of the Currency, under
Title 12, United States Code, Section 161. Charter Number 1461 Comptroller of
the Currency Northeastern District.

ASSETS
Thousands
of dollars
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances
and currency and coin . . . . . . . . . . . . . . . . $ 7,788,000
Interest-bearing balances . . . . . . . . . . . . . . . 14,245,000
Held-to-maturity securities. . . . . . . . . . . . . . . . . 0
Available-for-sale securities. . . . . . . . . . . . . . . . 28,951,000
Federal funds sold and
securities purchased under
agreements to resell. . . . . . . . . . . . . . . . . . 9,776,000
Loans and lease financing receivables:
Loans and Leases, net of unearned income. . . . . . . . $153,670,000
LESS: Allowance for loan and lease losses. . . . . . . . 4,264,000
Loans and leases, net of unearned income, allowance,
and reserve . . . . . . . . . . . . . . . . . . . . . . 149,406,000
Trading assets . . . . . . . . . . . . . . . . . . . . . . . 36,106,000
Premises and fixed assets (including capitalized leases) . . 3,338,000
Other real estate owned. . . . . . . . . . . . . . . . . . . 609,000
Investments in unconsolidated
subsidiaries and associated companies. . . . . . . . . . 1,320,000
Customers liability to this bank
on acceptances outstanding. . . . . . . . . . . . . . . 1,726,000
Intangible assets. . . . . . . . . . . . . . . . . . . . . . 164,000
Other assets . . . . . . . . . . . . . . . . . . . . . . . . 9,071,000
------------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . $262,500,000
------------
------------
LIABILITIES
Deposits:
In domestic offices . . . . . . . . . . . . . . . . . . $ 37,569,000
Noninterest-bearing . . . . . . . . . . . . . . . . . . $ 13,472,000
Interest-bearing . . . . . . . . .. . . . . . . . . . . 24,097,000
In foreign offices, Edge and
Agreement subsidiaries, and IBFs. . . . . . . . . . . . 141,000,000
Noninterest-bearing . . . . . . . . . . . . . . . . . . 9,460,000
Interest-bearing . . . . . .. . . . . . . . . . . . . . 131,540,000
Federal funds purchased and securities sold under
agreements to repurchase . . . . . . .. . . . . . . . . 8,574,000
Trading liabilities. . . . . . . . . . . . . . . . . . . . . 27,811,000
Other borrowed money (includes
mortgage indebtedness and
obligations under capitalized leases):
With a remaining maturity of one
year or less. . . . . . . . . . . . . . . . . . . . . . 8,647,000
With a remaining maturity of more
than one year through three years . . . . . . . . . . . 2,530,000
With a remaining maturity of more
than three years. . . . . . . . . . . . . . . . . . . . 910,000
Bank's liability on acceptances executed and outstanding . . 1,826,000
Subordinated notes and debentures. . . . . . . . . . . . . . 5,600,000
Other liabilities. . . . . . . . . . . . . . . . . . . . . . 10,865,000
------------
TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . . . . $245,332,000
------------
------------
EQUITY CAPITAL
Perpetual preferred stock
and related surplus . . . . . . . . . . . . . . . . . . 0
Common stock . . . . . . . . . . . . . . . . . . . . . . . . $751,000
Surplus. . . . . . . . . . . . . . . . . . . . . . . . . . . 7,453,000
Undivided profits and capital re-
serves. . . . . . . . . . . . . . . . . . . . . . . . . 9,318,000
Net unrealized holding gains (losses)
on available-for-sale securities. . . . . . . . . . . . 345,000
Cumulative foreign currency
translation adjustments . . . . . . . . . . . . . . . . (699,000)
------------
TOTAL EQUITY CAPITAL . . . . . . . . . . . . . . . . . . . . $ 17,168,000
------------
TOTAL LIABILITIES, LIMITED LIFE PREFERRED STOCK, AND
EQUITY CAPITAL. . . . . . . . . . . . . . . . . . . . . $262,500,000
------------
------------
</TABLE>

I, Roger W. Trupin, Controller of the above-named bank do hereby declare that
this Report of Condition is true and correct to the best of my knowledge and
belief.

ROGER W. TRUPIN
CONTROLLER

We, the undersigned directors, attest to the correctness of this Report of
Condition. We declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
and is true and correct.

PAUL J. COLLINS
JOHN S. REED
WILLIAM R. RHODES
DIRECTORS

<PAGE>
EXHIBIT 25.2

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM T-1

Statement of Eligibility and Qualification Under the
Trust Indenture Act of 1939 of a Corporation
Designated to Act as Trustee
_______________________

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2)____
_________________________

CHASE MANHATTAN BANK AND TRUST COMPANY,
NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

95-4655078
(I.R.S. Employer Identification No.)

101 California Street, San Francisco, California
(Address of principal executive offices)

94111
(Zip Code)
__________________

THE WALT DISNEY COMPANY
(Exact name of Obligor as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

95-4545390
(I.R.S. Employer Identification No.)

500 South Buena Vista Street
Burbank, California
(Address of principal executive offices)

91521
(Zip Code)

________________________________

Senior Subordinated Debt Securities
(Title of Indenture securities)

<PAGE>

ITEM 1. GENERAL INFORMATION.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which
it is subject.

Comptroller of the Currency, Washington, D.C.
Board of Governors of the Federal Reserve System, Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

ITEM 2. AFFILIATIONS WITH OBLIGOR.

If the Obligor is an affiliate of the trustee, describe each such
affiliation.

None.

ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES

None

ITEM 16. LIST OF EXHIBITS.

List below all exhibits filed as part of this statement of eligibility.

Exhibit 1. Articles of Association of the Trustee as Now in Effect (see
Exhibit 1 to Form T-1 filed in connection with Registration
Statement No. 333-41329 which is incorporated by reference).

Exhibit 2. Certificate of Authority of the Trustee to Commence Business
(see Exhibit 2 to Form T-1 filed in connection with
Registration Statement No. 333-41329, which is incorporated
by reference).

Exhibit 3. Authorization of the Trustee to Exercise Corporate Trust
Powers (contained in Exhibit 2).

Exhibit 4. Existing By-Laws of the Trustee (see Exhibit 4 to Form T-1
filed in connection with Registration Statement No. 333-41329,
which is incorporated by reference).

Exhibit 5. Not Applicable

Exhibit 6. The consent of the Trustee required by Section 321 (b) of
the Act (see Exhibit 6 to Form T-1 filed in connection with
Registration Statement No. 333-41329, which is incorporated
by reference).

Exhibit 7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its
supervising or examining authority.

Exhibit 8. Not Applicable

Exhibit 9. Not Applicable

<PAGE>

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Chase Manhattan Bank and Trust Company, National Association, has duly
caused this statement of eligibility and qualification to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of San
Francisco, and State of California, on the 15th day of April, 1998.

CHASE MANHATTAN BANK AND TRUST
COMPANY, NATIONAL ASSOCIATION

By /s/ Cecil D. Bobey
-----------------------------
Cecil D. Bobey
Assistant Vice President

<PAGE>

EXHIBIT 7. Report of Condition of the Trustee.
- --------------------------------------------------------------------------------

CONSOLIDATED REPORT OF CONDITION OF Chase Manhattan Bank and Trust Company, N.A.
--------------------------------------------
(Legal Title)

LOCATED AT 1800 Century Park East, Ste. 400, Los Angeles, CA 94111
------------------------------------------------------------------
(Street) (City) (State) (Zip)

AS OF CLOSE OF BUSINESS ON December 31, 1997
-----------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS DOLLAR AMOUNT's IN THOUSANDS
<S> <C>
1. Cash and balances due from
a. Noninterest-bearing balances and currency and coin (1,2) 550
b. Interest bearing balances (3) 0
2. Securities
a. Held-to-maturity securities (from Schedule RC-B, column A) 0
b. Available-for-sale securities (from Schedule RC-B, column D) 1,053
3. Federal Funds sold (4) and securities purchased agreements to resell 54,210
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RC-C) 23
b. LESS: Allowance for loan and lease losses 0
c. LESS: Allocated transfer risk reserve 0
d. Loans and leases, net of unearned income, allowance,
and reserve (item 4.a minus 4.b and 4.c) 23
5. Trading assets 0
6. Premises and fixed assets (including capitalized leases) 180
7. Other real estate owned (from Schedule RC-M) 0
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M) 0
9. Customers liability to this bank on acceptances outstanding 0
10. Intangible assets (from Schedule RC-M) 1,737
11. Other assets (from Schedule RC-F) 2,904
12a. TOTAL ASSETS 60,657
b. Losses deferred pursuant to 12 U.S.C. 1823 (j) 0
c. Total assets and losses deferred pursuant to 12 U.S.C. 1823
(j) (sum of items 12.a and 12.b) 60,657

</TABLE>

(1) includes cash items in process of collection and unposted debits.
(2) The amount reported in this item must be greater than or equal to
the sum of Schedule RC-M, items 3.a and 3.b
(3) includes time certificates of deposit not held for trading.
(4) Report "term federal funds sold" in Schedule RC, item 4.a "Loans
and leases, net of unearned income" and in Schedule RC-C, part 1.

LIABILITIES
<TABLE>
<S> <C>
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from
Schedule RC-E) 31,177
(1) Noninterest-bearing 6,718
(2) Interest-bearing 24,459
b. In foreign offices, Edge and Agreement subsidiaries, and IBF'

<PAGE>
(1) Noninterest-bearing
(2) Interest-bearing
14. Federal funds purchased (2) and securities sold under agreements to
repurchase 0
15. a. Demand notes issued to the U.S. Treasury 0
b. Trading liabilities 0
16. Other borrowed money (includes mortgage indebtedness and obligations
under capitalized leases):
a. With a remaining maturity of one year or less 0
b. With a remaining maturity of more than one year through three years 0
c. With a remaining maturity of more than three years 0
17. Not applicable
18. Bank's liability on acceptances executed and outstanding 0
19. Subordinated notes and Debentures (3) 0
20. Other liabilities (from Schedule RC-G) 4,975
21. Total liabilities (sum of items 13 through 20) 36,152
22. Not applicable

EQUITY CAPITAL

23. Perpetual preferred stock and related surplus -0-
24. Common stock-- 600
25. Surplus (exclude all surplus related to preferred stock) 12,590
26. a. Undivided profits and capital reserves 11,315
b. Net unrealized holding gains (losses) on available-for-sale
securities 0
27. Cumulative foreign currency translation adjustments
28. a. Total equity capital (sum of items 23 through 27) 24,505
b. Losses deferred pursuant to 12 U.S.C. 1823 (j) 0
c. Total equity capital and losses deferred pursuant to
12 U.S.C. 1823 (j)(sum of items 28.a and 28.b) 24,505
29. Total liabilities, equity capital, and losses deferred pursuant
to 12 U.S.C. 1823 (j) (sum of items 21 and 28.c) 60,657

</TABLE>

<PAGE>
EXHIBIT 25.3

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)_____

______________________

THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)

ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

THE FIRST NATIONAL BANK OF CHICAGO
ONE FIRST NATIONAL PLAZA, SUITE 0286
CHICAGO, ILLINOIS 60670-0286
ATTN: LYNN A. GOLDSTEIN, LAW DEPARTMENT (312) 732-6919
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

________________________

THE WALT DISNEY COMPANY
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

DELAWARE 95-4545390
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

500 SOUTH BUENA VISTA STREET
BURBANK, CALIFORNIA 91521
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

Subordinated Debt Securities
(Title of Indenture Securities)

ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING

<PAGE>

INFORMATION AS TO THE TRUSTEE:

(a) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.

Comptroller of the Currency, Washington, D.C.;
Federal Deposit Insurance Corporation,
Washington, D.C.; and The Board of Governors of
the Federal Reserve System, Washington D.C..

(b) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.

The trustee is authorized to exercise corporate
trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.

No such affiliation exists with the trustee.

ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
PART OF THIS STATEMENT OF ELIGIBILITY.

1. A copy of the articles of association of the
trustee now in effect.*

2. A copy of the certificates of authority of the
trustee to commence business.*

3. A copy of the authorization of the trustee to
exercise corporate trust powers.*

4. A copy of the existing by-laws of the trustee.*

5. Not Applicable.

6. The consent of the trustee required by
Section 321(b) of the Act.

2
<PAGE>

7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.

8. Not Applicable.

9. Not Applicable.

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national
banking association organized and existing under the laws of the
United States of America, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto
duly authorized, all in the City of Chicago and State of Illinois, on
the 17th day of April, 1998.

THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE

BY /S/ SANDRA CARUBA
-------------------------------
SANDRA L. CARUBA
VICE PRESIDENT

* EXHIBIT 1, 2, 3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS
BEARING IDENTICAL NUMBERS IN ITEM 16 OF THE FORM T-1 OF THE FIRST NATIONAL BANK
OF CHICAGO, FILED AS EXHIBIT 25.1 TO THE REGISTRATION STATEMENT ON FORM S-3 OF
SUNAMERICA INC., FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 2,
1996 (REGISTRATION NO. 333-14201).

<PAGE>

EXHIBIT 6

THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

April 17, 1998

Securities and Exchange Commission
Washington, D.C. 20549

Ladies and Gentlemen:

In connection with the qualification of the indenture between The Walt Disney
Company and The First National Bank of Chicago, as Trustee, the undersigned, in
accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended,
hereby consents that the reports of examinations of the undersigned, made by
Federal or State authorities authorized to make such examinations, may be
furnished by such authorities to the Securities and Exchange Commission upon its
request therefor.

Very truly yours,

THE FIRST NATIONAL BANK OF CHICAGO

BY: /S/ SANDRA CARUBA
------------------------------
SANDRA L. CARUBA
VICE PRESIDENT

<PAGE>

EXHIBIT 7
<TABLE>
<S> <C> <C>
LEGAL TITLE OF BANK: THE FIRST NATIONAL BANK OF CHICAGO CALL DATE: 12/31/97 ST-BK: 17-1630 FFIEC 031
ADDRESS: ONE FIRST NATIONAL PLAZA, STE 0303 PAGE RC-1
CITY, STATE ZIP: CHICAGO, IL 60670
FDIC CERTIFICATE NO.: 0/3/6/1/8

</TABLE>

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31,1997

ALL SCHEDULES ARE TO BE REPORTED IN THOUSANDS OF DOLLARS. UNLESS OTHERWISE
INDICATED, REPORT THE AMOUNT OUTSTANDING AS OF THE LAST BUSINESS DAY OF THE
QUARTER.

SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>

DOLLAR AMOUNTS IN C400
THOUSANDS RCFD BIL MIL THOU
----------------- ------ -------------

<S> <C> <C> <C>
ASSETS
1. CASH AND BALANCES DUE FROM DEPOSITORY INSTITUTIONS (FROM SCHEDULE
RC-A):
A. NONINTEREST-BEARING BALANCES AND CURRENCY AND COIN(1). . . . . . . . . . 0081 4,267,336 1.A.
B. INTEREST-BEARING BALANCES(2) . . . . . . . . . . . . . . . . . . . . . . 0071 6,893,837 1.B.
2. SECURITIES
A. HELD-TO-MATURITY SECURITIES(FROM SCHEDULE RC-B, COLUMN A). . . . . . . . 1754 0 2.A.
B. AVAILABLE-FOR-SALE SECURITIES (FROM SCHEDULE RC-B, COLUMN D) . . . . . . 1773 5,691,722 2.B.
3. FEDERAL FUNDS SOLD AND SECURITIES PURCHASED UNDER AGREEMENTS TO
RESELL 1350 6,339,940 3.
4. LOANS AND LEASE FINANCING RECEIVABLES:
A. LOANS AND LEASES, NET OF UNEARNED INCOME (FROM SCHEDULE
RC-C) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 2122 25,202,984 4.A.
B. LESS: ALLOWANCE FOR LOAN AND LEASE LOSSES. . . . . . . . . . . . . . . . RCFD 3123 419,121 4.B.
C. LESS: ALLOCATED TRANSFER RISK RESERVE. . . . . . . . . . . . . . . . . . RCFD 3128 0 4.C.
D. LOANS AND LEASES, NET OF UNEARNED INCOME, ALLOWANCE, AND
RESERVE (ITEM 4.A MINUS 4.B AND 4.C) . . . . . . . . . . . . . . . . . . 2125 24,783,863
4.D.
5. TRADING ASSETS (FROM SCHEDULE RD-D) . . . . . . . . . . . . . . . . . . . . 3545 6,703,332 5.
6. PREMISES AND FIXED ASSETS (INCLUDING CAPITALIZED LEASES). . . . . . . . . . 2145 743,426 6.
7. OTHER REAL ESTATE OWNED (FROM SCHEDULE RC-M). . . . . . . . . . . . . . . . 2150 7,727 7.
8. INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES AND ASSOCIATED
COMPANIES (FROM SCHEDULE RC-M). . . . . . . . . . . . . . . . . . . . . . . 2130 134,959 8.
9. CUSTOMERS' LIABILITY TO THIS BANK ON ACCEPTANCES OUTSTANDING. . . . . . . . 2155 644,340 9.
10. INTANGIBLE ASSETS (FROM SCHEDULE RC-M). . . . . . . . . . . . . . . . . . . 2143 268,501 10.
11. OTHER ASSETS (FROM SCHEDULE RC-F) . . . . . . . . . . . . . . . . . . . . . 2160 2,004,432 11.
12. TOTAL ASSETS (SUM OF ITEMS 1 THROUGH 11). . . . . . . . . . . . . . . . . . 2170 58,483,415 12.

</TABLE>

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(1) INCLUDES CASH ITEMS IN PROCESS OF COLLECTION AND UNPOSTED DEBITS.
(2) INCLUDES TIME CERTIFICATES OF DEPOSIT NOT HELD FOR TRADING.

<PAGE>

<TABLE>
<S> <C> <C>
LEGAL TITLE OF BANK: THE FIRST NATIONAL BANK OF CHICAGO CALL DATE: 09/30/97 ST-BK: 17-1630 FFIEC 031
ADDRESS: ONE FIRST NATIONAL PLAZA, STE 0303 PAGE RC-2
CITY, STATE ZIP: CHICAGO, IL 60670
FDIC CERTIFICATE NO.: 0/3/6/1/8

</TABLE>
SCHEDULE RC-CONTINUED

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN
THOUSANDS BIL MIL THOU
------------------ ------------
<S> <C> <C>

LIABILITIES
13. DEPOSITS:
A. IN DOMESTIC OFFICES (SUM OF TOTALS OF COLUMNS A AND C
FROM SCHEDULE RC-E, PART 1). . . . . . . . . . . . . . . . . . . . . . . RCON 2200 21,756,846 13.A
(1) NONINTEREST-BEARING(1) . . . . . . . . . . . . . . . . . . . . . . . RCON 6631 9,197,227 13.A.1
(2) INTEREST-BEARING . . . . . . . . . . . . . . . . . . . . . . . . . . RCON 6636 559,619 13.A.2
B. IN FOREIGN OFFICES, EDGE AND AGREEMENT SUBSIDIARIES, AND
IBFS (FROM SCHEDULE RC-E, PART II) . . . . . . . . . . . . . . . . . . . RCFN 2200 14,811,410 13.B.
(1) NONINTEREST BEARING. . . . . . . . . . . . . . . . . . . . . . . . . RCFN 6631 332,801 13.B.1
(2) INTEREST-BEARING . . . . . . . . . . . . . . . . . . . . . . . . . . RCFN 6636 14,478,609 13.B.2
14. FEDERAL FUNDS PURCHASED AND SECURITIES SOLD UNDER AGREEMENTS
TO REPURCHASE:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 2800 4,535,422 14
15. A. DEMAND NOTES ISSUED TO THE U.S. TREASURY . . . . . . . . . . . . . . . . RCON 2840 43,763 15.A
B. TRADING LIABILITIES(FROM SCHEDULE RC-D). . . . . . . . . . . . . . . . . RCFD 3548 6,523,239 15.B
16. OTHER BORROWED MONEY:
A. WITH A REMAINING MATURITY OF ONE YEAR OR LESS . . . . . . . . . . . . . RCFD 2332 1,360,165 16.A
B. WITH A REMAINING MATURITY OF THAN ONE YEAR THROUGH THREE YEARS. . . . . A547 576,492 16.B
. C. WITH A REMAINING MATURITY OF MORE THAN THREE YEARS . . . . . . . . . . A548 703,981 16.C
17. NOT APPLICABLE
18. BANK'S LIABILITY ON ACCEPTANCE EXECUTED AND OUTSTANDING . . . . . . . . . . RCFD 2920 644,341 18
19. SUBORDINATED NOTES AND DEBENTURES (2) . . . . . . . . . . . . . . . . . . . RCFD 3200 1,700,000 19
20. OTHER LIABILITIES (FROM SCHEDULE RC-G). . . . . . . . . . . . . . . . . . . RCFD 2930 1,322,077 20
21. TOTAL LIABILITIES (SUM OF ITEMS 13 THROUGH 20). . . . . . . . . . . . . . . RCFD 2948 53,987,736 21
22. NOT APPLICABLE
EQUITY CAPITAL
23. PERPETUAL PREFERRED STOCK AND RELATED SURPLUS . . . . . . . . . . . . . . . RCFD 3838 0 23
24. COMMON STOCK. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 3230 200,858 24
25. SURPLUS (EXCLUDE ALL SURPLUS RELATED TO PREFERRED STOCK). . . . . . . . . . RCFD 3839 2,999,001 25
26. A. UNDIVIDED PROFITS AND CAPITAL RESERVES. . . . . . . . . . . . . . . . . . RCFD 3632 1,273,239 26.A.
B. NET UNREALIZED HOLDING GAINS (LOSSES) ON AVAILABLE-FOR-SALE
SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 8434 24,096 26.B.
27. CUMULATIVE FOREIGN CURRENCY TRANSLATION ADJUSTMENTS . . . . . . . . . . . . RCFD 3284 (1,515) 27
28. TOTAL EQUITY CAPITAL (SUM OF ITEMS 23 THROUGH 27) . . . . . . . . . . . . . RCFD 3210 4,495,679 28
29. TOTAL LIABILITIES AND EQUITY CAPITAL (SUM OF ITEMS 21 AND 28) . . . . . . . RCFD 330 58,483,415 29

MEMORANDUM
TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.
1. INDICATE IN THE BOX AT THE RIGHT THE NUMBER OF THE STATEMENT BELOW THAT BEST DESCRIBES
THE MOST COMPREHENSIVE LEVEL OF AUDITING WORK PERFORMED FOR THE BANK BY INDEPENDENT EXTERNAL NUMBER
AUDITORS AS OF ANY DATE DURING 1996 . . . . . . . . . . . . . . . . . .. . . . ....RCFD 6724... N/A. M.1
</TABLE>

1 = INDEPENDENT AUDIT OF THE BANK CONDUCTED IN ACCORDANCE WITH GENERALLY
ACCEPTED AUDITING STANDARDS BY A CERTIFIED PUBLIC ACCOUNTING FIRM WHICH
SUBMITS A REPORT ON THE BANK
2 = INDEPENDENT AUDIT OF THE BANK'S PARENT HOLDING COMPANY CONDUCTED IN
ACCORDANCE WITH GENERALLY ACCEPTED AUDITING STANDARDS BY A CERTIFIED
PUBLIC ACCOUNTING FIRM WHICH SUBMITS A REPORT ON THE CONSOLIDATED
HOLDING COMPANY (BUT NOT ON THE BANK SEPARATELY)
3 = DIRECTORS' EXAMINATION OF THE BANK CONDUCTED IN ACCORDANCE WITH
GENERALLY ACCEPTED AUDITING STANDARDS BY A CERTIFIED PUBLIC ACCOUNTING
FIRM (MAY BE REQUIRED BY STATE CHARTERING AUTHORITY)
4 = DIRECTORS' EXAMINATION OF THE BANK PERFORMED BY OTHER EXTERNAL AUDITORS
(MAY BE REQUIRED BY STATE CHARTERING AUTHORITY)
5 = REVIEW OF THE BANK'S FINANCIAL STATEMENTS BY EXTERNAL AUDITORS
6 = COMPILATION OF THE BANK'S FINANCIAL STATEMENTS BY EXTERNAL AUDITORS
7 = OTHER AUDIT PROCEDURES (EXCLUDING TAX PREPARATION WORK)
8 = NO EXTERNAL AUDIT WORK

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

(1) INCLUDES TOTAL DEMAND DEPOSITS AND NONINTEREST-BEARING TIME AND SAVINGS
DEPOSITS.

(2) INCLUDES LIMITED-LIFE PREFERRED STOCK AND RELATED SURPLUS.