THIS TRUST AGREEMENT is made as of August 14, 2001 (this "Agreement"), by and between The Walt Disney Company, a Delaware corporation, as sponsor (the
"Sponsor"), and Wilmington Trust Company, as trustee (the "Trustee"). The Sponsor and the Trustee hereby agree as follows:
trust created hereby shall be known as "Disney Capital Trust III" (the "Trust"), in which name the Trustee or the Sponsor, to the extent provided herein, may
conduct the business of the Trust, make and execute contracts, and sue and be sued.
Sponsor hereby assigns, transfers, conveys and sets over to the Trust the sum of $10. Such amount shall constitute the initial trust estate. It is the intention
of the parties hereto that the Trust created hereby constitute a business trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.
§§ 3801, et seq. (the "Business Trust Act"), and that this document constitute the governing instrument of the Trust. The
Trustee is hereby authorized and directed to execute and file a certificate of trust with the Delaware Secretary of State in such form as the Trustee may approve.
Sponsor and the Trustee will enter into an amended and restated Trust Agreement satisfactory to each such party to provide for the contemplated operation of the
Trust created hereby and the issuance of the preferred securities and common securities referred to therein. Prior to the execution and delivery of such amended and restated Trust Agreement, the
Trustee shall not have any duty or obligation hereunder or with respect of the trust estate, except as otherwise required by applicable law or as may be necessary to obtain prior to such execution and
delivery any licenses, consents or approvals required by applicable law or otherwise. Notwithstanding the foregoing, the Trustee may take all actions deemed proper as are necessary to effect the
transactions contemplated herein.
Sponsor is hereby authorized, in its sole discretion, (i) to file with the Securities and Exchange Commission (the "Commission") and to execute, in the
case of the 1933 Act Registration Statement and 1934 Act Registration Statement (as herein defined), on behalf of the Trust, (a) a Registration Statement (the "1933 Act Registration
Statement"), including all pre-effective or post-effective amendments thereto, relating to the registration under the Securities Act of 1933, as amended (the
"1933 Act"), of the preferred securities of the Trust, (b) any preliminary prospectus or prospectus or supplement thereto relating to the preferred securities of the Trust required to be filed
under the 1933 Act, and (c) if required, a Registration Statement on Form 8-A or other appropriate form (the "1934 Act Registration Statement"), including all
pre-effective and post-effective amendments thereto, relating to the registration of the preferred securities of the Trust under the Securities Exchange Act of 1934, as
amended; (ii) to file with the New York Stock Exchange or any other exchange (collectively, the "Exchange") and execute on behalf of the Trust a listing application and all other applications,
statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the preferred securities of the Trust to be listed on the Exchange; (iii) to file and
execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be necessary or
desirable to register the preferred securities of the Trust under the securities or "Blue Sky" laws of such jurisdictions as the Sponsor, on behalf of the Trust, may deem necessary or desirable;
(iv) to execute, deliver and perform on behalf of the Trust, an underwriting agreement with the Sponsor and the underwriter or underwriters of the preferred securities of the Trust;
(v) to execute, deliver and perform a depository agreement with the initial clearing agency, relating to the preferred securities of the Trust; and (vi) to apply for and obtain a tax
identification number for the Trust.
the event that any filing referred to in this Section 4 is required by the rules and regulations of the Commission, PORTAL, the Exchange or state securities or Blue Sky laws
to be executed on behalf
of the Trust by the Trustee, the Trustee, in its capacity as trustee of the Trust, is hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the
foregoing, it being understood that Wilmington Trust Company, in its capacity as trustee of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such
document unless required by the rules and regulations of the Commission, PORTAL, the Exchange or state securities or Blue Sky laws. In connection with all of the foregoing, the Sponsor hereby
constitutes and appoints Thomas O. Staggs, Christine M. McCarthy and David K. Thompson, each of them as its true and lawful attorney-in-fact and agent, with full power of
substitution and resubsititution for the Sponsor or in the Sponsor's name, place and stead, in any and all capacities, to sign any and all amendments (including all pre-effective and
post-effective amendments) to the 1933 Act Registration Statement and any 1934 Act Registration Statement and to file the same, with all exhibits thereto, and any other documents in
connection therewith, with the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and purposes as the Sponsor might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his respective substitute or substitutes, shall do or cause to be done by virtue hereof.
Agreement may be executed in one or more counterparts.
number of trustees of the Trust initially shall be one and thereafter the number of trustees of the Trust shall be such number as shall be fixed from time to
time by a written instrument signed by the Sponsor which may increase or decrease the number of trustees of the Trust; provided, however, that to
the extent required by the Business Trust Act, one trustee of the Trust shall either be a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its
principal place of business in the State of Delaware. Subject to the foregoing, the Sponsor is entitled to appoint or remove without cause any trustee of the Trust at any time. Any trustee of the
Trust may resign upon thirty days' prior notice to the Sponsor.
Sponsor hereby agrees to (i) reimburse the Trustee for all reasonable expenses (including reasonable fees and expenses of counsel and other experts) and
(ii) indemnify, defend and hold harmless the Trustee and any of the officers, directors, employees and agents of the Trustee (the "Indemnified Persons") from and against and all losses,
damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel), taxes and penalties of any kind and nature whatsoever
(collectively, "Expenses"), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the performance of this
Agreement, the creation, operation or termination of the Trust or the transactions contemplated hereby; provided, however, that the Sponsor shall not be required to indemnify any Indemnified Person
for any Expenses which are a result of the willful misconduct, bad faith or gross negligence of such Indemnified Person.
Trust may be dissolved and terminated before the issuance of the preferred securities of the Trust at the election of the Sponsor.
Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware (with regard to conflict of laws principles).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
THE WALT DISNEY COMPANY, as Sponsor
/s/ SUET LAI Name: Suet Lai
Title: Vice President—Counsel
WILMINGTON TRUST COMPANY, as Trustee
/s/ NORMA P. CLOSS Name: Norma P. Closs
Title: Vice President