0000950129-04-009716 Sample Contracts

THE WALT DISNEY COMPANY Performance-Based Stock Unit Award
Stock Unit Award • December 13th, 2004 • Walt Disney Co/ • Services-miscellaneous amusement & recreation • Delaware

AWARD AGREEMENT, dated as of , between The Walt Disney Company, a Delaware corporation (“Disney”), and (the “Participant”). This Award is granted by the Compensation Committee of the Disney Board of Directors (the “Committee”) pursuant to the terms of the 2002 Executive Performance Plan (the “Plan”), and pursuant to the terms of the Amended and Restated 1995 Stock Incentive Plan (the “Stock Plan”). The applicable terms of the Plan and the Stock Plan are incorporated herein by reference, including the definitions of terms contained therein.

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THE WALT DISNEY COMPANY Restricted Stock Unit Award Agreement (Time-Based Vesting)
Restricted Stock Unit Award Agreement • December 13th, 2004 • Walt Disney Co/ • Services-miscellaneous amusement & recreation • Delaware

This AWARD AGREEMENT (the “Agreement”) is between (“Participant”) and The Walt Disney Company (“Disney”), in connection with the Restricted Stock Unit award granted to Participant on , by the Compensation Committee of the Board of Directors (the “Committee”) of Disney pursuant to the terms of the Amended and Restated 1995 Stock Incentive Plan (the “Plan”). The applicable terms of the Plan are incorporated herein by reference, including the definitions of terms contained in the Plan.

THE WALT DISNEY COMPANY Restricted Stock Unit Award Agreement (Bonus-Related)
Restricted Stock Unit Award Agreement • December 13th, 2004 • Walt Disney Co/ • Services-miscellaneous amusement & recreation • Delaware

This AWARD AGREEMENT (the “Agreement”) is between (“Participant”) and The Walt Disney Company (“Disney”), in connection with the Restricted Stock Unit award granted to Participant on , by the Compensation Committee of the Board of Directors (the “Committee”) of Disney pursuant to the terms of the 2002 Executive Performance Plan (the “Plan”) and the Amended and Restated 1995 Stock Incentive Plan (the “Stock Plan”). (The Plan and the Stock Plan are collectively referred to herein as the “Plans.”) The applicable terms of the Plans are incorporated herein by reference, including the definitions of terms contained in the Plans.

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