Disney Response To March 22 Letter

March 24, 2004

Via Fax and Mail

David K. Robbins, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
350 South Grand Avenue, 32nd Floor
Los Angeles, California 90071

The Walt Disney Company 2004 Annual Meeting

Dear Mr. Robbins:

This will acknowledge receipt of your letter dated March 22, 2004. It is clear both from the letter itself and from your decision to issue it publicly as a press release that your sole objective at this point is to manufacture artificial controversy. In doing so, you are continuing your track record of subverting the very process that we agreed to, at your own request, to ensure an orderly and fair vote certification procedure. That procedure will ensure an unprecedented level of access to voting information by your clients.

Your letter continues to focus on your desire for a special pre-review of voting by employees and former employees who participate in the Company’s 401(k) plans. As you know, the total number of participants in the plans is about 35,000, of which only approximately 22,200 (out of our 112,000-person work force) are active employees. I am sure that your own solicitors have informed you, as ours have told us, that the typical “voter turnout” by 401(k) plan participants rarely exceeds 40% and is most frequently lower. In the end, your inquiry in all likelihood relates to fewer than 10,000 voters, only a portion of whom would be active employees. We see no reason why the vote certification process on which we have agreed should be diverted at this stage to focus on so small a number of voters, especially since we and your clients will soon have access to this information as certified by the inspector of elections in accordance with our agreement.

Pending the completion of IVS’s certification process, we must ask that you respect our agreement, in the interest of accurate reporting to all shareholders, and cease your ongoing efforts to interfere with IVS’s work. Your continuation of these efforts can only result in delay to IVS’s completion of its task.

With respect to the transcript of the annual meeting, I am having a copy separately delivered to you, together with an invoice for the cost.

Very truly yours,

Donald J. Wolfe, Jr.

cc: Alan N. Braverman
Morton A. Pierce
Martin Lipton
David K. Thompson
Roy E. Disney
Stanley P. Gold