COMMITTEE CHARTERS - COMPENSATION

 

The Compensation Committee (the "Committee") is a committee of, and reports to, the Board of Directors of The Walt Disney Company (the "Board"). Through this Charter, the Board delegates certain responsibilities to the Committee to assist the Board in the fulfillment of its duties to the Company and its shareholders.

Membership
The Committee shall consist of two or more directors, all of whom shall meet the independence standards set forth in The Walt Disney Company's Corporate Governance Guidelines, the listing requirements of the New York Stock Exchange, the requirements for non-employee directors in Rule 16b-3(b)(3)(i) of the rules and regulations promulgated under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the requirements for "outside directors" set forth in Treasury Regulation 1.162-27(e)(3). Each Committee member shall be appointed annually, subject to removal at any time by the Board. Each Committee member shall serve until his or her Committee service is terminated by the Board.

Procedures
The Committee shall hold at least four regular meetings each year, and such additional meetings as may be required. Meetings may be called by the Chair of the Committee, the Chairman of the Board or any two members of the Committee. Meetings may be held at any time, in any place and in any manner permitted by applicable law and the Bylaws of The Walt Disney Company. The presence in person or by telephone of the lesser of two members or a majority of the Committee shall constitute a quorum. The Committee may also act by unanimous written consent. Any member of the Board of Directors who is not a member of the Committee may attend any Committee meeting with the concurrence of the Committee Chair or a majority of the members of the Committee.

To the extent practicable, the meeting agenda, draft minutes from the prior meeting and supporting materials shall be provided to members of the Committee prior to each meeting to allow time for review. The Committee shall have authority to create and delegate specific tasks to such standing or ad hoc subcommittees as it may determine to be necessary or appropriate for the discharge of its responsibilities, as long as the subcommittee contains at least the minimum number of directors necessary to meet any regulatory requirements. The results of the meetings shall be reported to the full Board.

Purposes
The Committee shall have direct responsibility to:

Responsibilities
To carry out these purposes, the Committee shall have the responsibilities set forth below.

In addition, the Committee shall review any other special situation where, in the discretion of the Chief Executive Officer, the Chief Operating Officer and/or the President, the advice and/or approval of the Compensation Committee is requested.

Authority
The Committee shall be given the resources and assistance necessary to discharge its responsibilities, including unrestricted access to Company personnel and documents. The Committee shall also have the authority to engage outside advisers as it deems necessary or appropriate. The Committee shall have sole authority to retain and terminate any consultant or firm retained to advise the Committee on matters within its sphere of responsibility, including sole authority to approve the firm's fees and other retention terms.

Compensation Committee Charter
The Committee shall review this Charter periodically for adequacy and recommend to the Board any necessary changes.

Annual Performance Review
The Committee shall conduct an annual evaluation of its performance in carrying out its responsibilities hereunder.

1 As amended and restated by the Board of Directors on December 2, 2003.