The Board of Directors
The Walt Disney Company
500 S. Buena Vista Street
Burbank, CA 91521


February 24, 2004


Dear Directors:


On January 27, 2004, we delivered to The Walt Disney Company a books and records request asking the Company to make available to us all documents and records which were used or relied upon by the Compensation Committee, chaired by Ms. Judith Estrin, in connection with compensation decisions made for FY2002 and FY2003 for the Company's top five executive officers. Specifically, we requested information regarding the involvement of Mr. Irwin Russell, Mr. Michael Eisner's personal attorney, with respect to Mr. Eisner's compensation and bonuses over the last two fiscal years. This request is a matter of public record and is attached.

On February 10, 2004, because the Company had not provided the requested documents, we filed suit in the Delaware Court of Chancery to enforce our books and records request. Only then did the Company agree to produce the requested documents, which were delivered to us on Monday, February 16, 2004. Unfortunately, the Company has designated as "Confidential" virtually all of the materials which reflect the substance of the "deliberative process" of Ms. Estrin's Compensation Committee. Since February 17, 2004, we have been seeking through the Delaware Court to have these documents "unsealed".

On February 11, 2004, Stanley Gold stated on the Glass Lewis proxy talk forum that it was his belief that Ms. Estrin consulted with Mr. Russell regarding Mr. Eisner's compensation and that he did not believe that this is "the kind of governance and compensation practices that a company like [Disney] ought to have." Yesterday, February 23, 2004, Ms. Estrin stated on the Glass Lewis proxy talk forum that her committee had worked with an independent consultant in making its compensation determinations. While we now know that this consultant was only utilized for fiscal 2003, BUT NOT fiscal 2002, we are only seeking to inform your shareholders as to the actual advice given by the consultant and the extent to which the Compensation Committee followed such advice.

Members of the Disney Board, including Presiding Director Mr. Mitchell, have over the last thirty days, both in writing and speeches, indicated that this Board is committed to transparency and best governance practices. Despite those pronouncements, we believe you have mischaracterized what actually transpired with respect to the Company's executive compensation decisions regarding Messrs. Eisner and Iger. If your announced commitment to transparency and good governance is truly a reality, why does the Company continue to oppose in the Delaware Court of Chancery our efforts to make public the facts regarding the deliberations and outside advice utilized by Ms. Estrin (and the Compensation Committee that she chairs) that resulted in bonuses to Mr. Eisner in fiscal 2002 and 2003 worth multi-millions of dollars?

We see no harm to the Company in releasing this historical information regarding the actual workings of Ms. Estrin and her Committee with respect to the very important issue of executive compensation and will continue to pursue these efforts in the Delaware Court. Is the Board afraid that Disney shareholders will see that the Board's public statements are inconsistent with actual boardroom conduct? Ms. Estrin has repeatedly claimed that "perception does not match reality" regarding governance at The Walt Disney Company. We agree.

One simple question for Ms. Estrin -- Did you at any time consult with Mr. Russell, Mr. Eisner's personal attorney, regarding Mr. Eisner's fiscal 2002 and/or 2003 bonuses? Yes or No?

If Yes, in order to promote transparency and good governance, we call upon Ms. Estrin to release to shareholders all correspondence related to Mr. Russell's involvement with her and her Committee's deliberations regarding Mr. Eisner's bonuses.

Moreover, we call on the Board to demonstrate affirmatively, in deed, its public statements relating to good governance and transparency. Stop wasting corporate funds by trying to deny and delay shareholder access to information regarding how executive compensation decisions have actually been made by Ms. Estrin and the Compensation Committee. Release these materials now so shareholders can decide for themselves whether Ms. Estrin and her Committee in fact acted independently and in the best interests of Disney shareholders in reaching the bonus decisions for Mr. Eisner. Act now, so Disney shareholders can have the facts before they vote on the election of Disney Directors on March 3, 2004.



Sincerely,

Roy E. Disney Stanley P. Gold