THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Walt Disney Company (The) (DIS)

5/8/2006 8K Information

Mr. Jobs beneficially owned approximately 49.65% of the total outstanding shares of Pixar and was the Chief Executive Officer and Chairman of the board of Pixar immediately prior to the Merger.

1/11/2006 Proxy Information

Director John Bryson’s wife, Louise Bryson, serves as President—Distribution and Affiliate Business Development for Lifetime Entertainment Television, a cable television programming service in which the Company has an indirect 50% equity interest. Ms. Bryson received an aggregate salary (including car allowance and payments of deferred compensation) of $595,853 for her services with Lifetime during fiscal 2005 and received a bonus of $548,173 in fiscal 2005 with respect to her services in fiscal 2004. She is also eligible for an annual bonus for fiscal 2005, although as of December 31, 2005, no bonus determination for 2005 had been made by Lifetime with respect to Ms. Bryson. By agreement among the Company, Lifetime and Lifetime’s other equity owner, The Hearst Corporation, neither the Company nor any of its employees or affiliates participates in any decision making at Lifetime with respect to Ms. Bryson’s performance or compensation. In addition, as noted above, Lifetime acquired programming and purchased advertising time from, and sold advertising time to, Company subsidiaries, but the Company believes that neither Mr. Bryson nor Ms. Bryson had a material direct or indirect interest in those transactions.

Company President and Chief Executive Officer and Director Robert Iger’s father-in-law, Eugene Bay, is a principal of Eugene Bay Associates, Inc., a marketing company that has been retained by the Company’s subsidiary ESPN, Inc. since 1990 (prior to Mr. Iger’s marriage to Mr. Bay’s daughter) to provide sports marketing services. Mr. Bay’s company received a total of $145,820 for services provided during fiscal 2005.

Director George Mitchell is Chairman and a partner of DLA Piper Rudnick Gray Cary LLP (DLA Piper Rudnick), an international law firm. Attorneys who joined that firm during the last fiscal year represented the Company on a minor matter prior to the merger of their firm with DLA Piper Rudnick and are concluding that representation following the merger. The total amount paid to DLA Piper Rudnick by the Company with respect to this matter during fiscal 2005 was less than $2,000.

Pursuant to the provisions of the Company’s bylaws and indemnification agreements, fees and other expenses incurred in connection with derivative litigation against current and former Directors relating to the employment agreement with the Company’s former president, Michael S. Ovitz, as described in the Company’s 2005 Annual Report on Form 10-K, are being advanced on behalf of those Directors by the Company or the Company’s insurer. Accordingly, from the beginning of fiscal 2005 through December 31, 2005, the Company advanced (or provided services at the Company’s cost in an amount equal to) $4,324,037 for such fees and expenses, including legal fees, relating to the foregoing matters on behalf of such current and former Directors including Michael D. Eisner, George J. Mitchell, Leo J. O’Donovan and Gary L. Wilson. Of this amount, $4,181,681 was paid to a law firm representing current and former Directors including Messrs. Mitchell and Wilson and Fr. O’Donovan and the remainder was advanced for other related expenses. The Company has been reimbursed by the Company’s insurers for a majority of such advances and has submitted or will submit to the insurers demands for reimbursement for the remaining amounts that have been advanced. Additional amounts (not included above) were paid directly by the Company’s insurers.

From 1985 through 1989, Gary L. Wilson was Executive Vice President and Chief Financial Officer of The Walt Disney Company.

1/6/2005 Proxy Information

Director John Bryson’s wife, Louise Bryson, serves as Executive Vice President—Distribution and Business Development for Lifetime Entertainment Television, a cable television programming service in which the Company has an indirect 50% equity interest. Ms. Bryson received an aggregate salary (including car allowance and payments of deferred compensation) of $480,191 for her services with Lifetime during fiscal 2004 and received a bonus of $483,195 in fiscal 2004 with respect to her services in fiscal 2003. She is also eligible for an annual bonus for fiscal 2004, although as of December 31, 2004, no bonus determination for 2004 had yet been made by Lifetime with respect to Ms. Bryson. By agreement among the Company, Lifetime and Lifetime’s other equity owner, The Hearst Corporation, neither the Company nor any of its employees or affiliates participates in any decision making at Lifetime with respect to Ms. Bryson’s performance or compensation. In addition, as noted above, Lifetime acquired programming and purchased advertising time from, and sold advertising time to, Company subsidiaries, but the Company believes that neither Mr. Bryson nor Ms. Bryson had a material direct or indirect interest in those transactions.

The Company paid $39,200 to Air Shamrock, Inc. as reimbursement for use of an Air Shamrock aircraft for business travel in fiscal 2004 by Roy Disney, who was Vice Chairman of the Company and a Director until November 30, 2003. This payment was in addition to previously disclosed amounts paid in fiscal 2004 for travel in fiscal 2003. Payment was based on an independent evaluation obtained by the Company of the average incremental cost of operating the type of aircraft typically used by the Company including an allowance for incidental expenses, which together formed the basis for an agreed maximum reimbursement rate. Air Shamrock is owned by Shamrock Holdings, Inc., of which Mr. Disney is a director and which is wholly owned by Mr. Disney and his children and trusts for their and his grandchildren’s benefit. Stanley Gold, a former Director, is also a director of Air Shamrock, Inc. and President and Chief Executive Officer of Shamrock Holdings, Inc.

Roy E. Disney is a nephew of the late Walt Disney.

Company President and Director Robert Iger’s father-in-law, Eugene Bay, is a principal of Eugene Bay Associates, Inc., a marketing company that has been retained by the Company’s subsidiary ESPN, Inc. since 1990 (prior to Mr. Iger’s marriage to Mr. Bay’s daughter) to provide sports marketing services. Mr. Bay’s company received a total of $151,275 for services provided during fiscal 2004.

The Company’s subsidiary ABC, Inc. makes an office and secretarial services available to Thomas Murphy, who served as a Director of the Company until March 2004 and was Chairman of the Board of Capital Cities/ABC, Inc. prior to its acquisition by the Company in 1996. ABC, Inc. also provides Mr. Murphy with a leased car and a driver. The aggregate cost to the Company of the secretarial and transportation services in fiscal 2004 was approximately $253,057; Mr. Murphy’s office did not represent an incremental expense to the Company, but reflected an internal cost allocation of approximately $87,387. Ray Watson also served as a Director of the Company until March 2004 and his son, David Watson, worked as executive director for new media for a Company subsidiary during the year, receiving an aggregate salary and bonus of $153,596.

Pursuant to the provisions of the Company’s bylaws and indemnification agreements, fees and other expenses incurred in connection with derivative litigation against current and former Directors relating to the employment agreement with the Company’s former president, Michael S. Ovitz, as described in the Company’s 2004 Annual Report on Form 10-K, are being advanced on behalf of those Directors by the Company or the Company’s insurer. Accordingly, from the beginning of fiscal 2004 through December 31, 2004, the Company advanced (or provided services at the Company’s cost in an amount equal to) $4,198,489 for such fees and expenses, including legal fees, relating to the foregoing matters on behalf of such current and former Directors including Messrs. Gold, Disney, Eisner, Mitchell, Murphy, Watson and Wilson and Fr. O’Donovan. Of this amount, $3,952,481 was paid to a law firm representing current and former Directors including Messrs. Mitchell, Murphy, Watson and Wilson and Fr. O’Donovan; $10,373 was paid to a law firm representing Messrs. Disney and Gold; $9,657 was paid to a law firm representing Mr. Eisner; and the remainder was advanced for other related expenses. All amounts advanced by the Company and not yet reimbursed by the Company’s insurer are subject to a reservation of rights to such reimbursement. Additional amounts (not included above) were paid directly by the Company’s insurer. Some bills with respect to the foregoing matters submitted to the Company are either reviewed and processed for payment or sent to the Company’s insurer for payment, and other bills have been submitted directly to the Company’s insurer.

Chief Financial Officer of The Walt Disney Company from 1985 through 1989.

1/27/2004 Proxy Information

Jennifer Gold, a daughter of Stanley Gold, who was a director until December 1, 2003, was employed by a Company subsidiary as a senior marketing manager throughout fiscal 2003. Ms. Gold was paid an aggregate salary and bonus of $96,482 for her services during the year. Director Ray Watson’s son, David Watson, worked as executive director for new media for a Company subsidiary during the year, receiving an aggregate salary and bonus of $147,963.

Director John Bryson’s wife, Louise Bryson, serves as Executive Vice President – Distribution and Business Development for Lifetime Entertainment Television, a cable television programming service in which the Company has an indirect 50% equity interest. Ms. Bryson received an aggregate salary (including car allowance) of $414,366 for her services with Lifetime during fiscal 2003 and received a bonus of $635,134 in fiscal 2003 with respect to her services in fiscal 2002. She is also eligible for an annual bonus for fiscal 2003, although as of the date of this report no bonus determination for 2003 had yet been made by Lifetime with respect to Ms. Bryson. By agreement among the Company, Lifetime and Lifetime’s other equity owner, The Hearst Corporation, neither the Company nor any of its employees or affiliates participates in any decision making at Lifetime with respect to Ms. Bryson’s performance or compensation. In addition, as noted above, Lifetime acquired programming and purchased advertising time from, and sold advertising time to, Company subsidiaries, but the Company believes that neither Mr. Bryson nor Ms. Bryson had a material direct or indirect interest in those transactions.

The Company paid $162,000 to Air Shamrock, Inc. as reimbursement for use of an Air Shamrock aircraft for business travel during fiscal 2003 by Roy Disney, who was Vice Chairman of the Company and a director until November 30, 2003. Payment was based on an independent evaluation obtained by the Company of the average incremental cost of operating the type of aircraft typically used by the Company including an allowance for incidental expenses, which together formed the basis for an agreed maximum reimbursement rate. Air Shamrock is owned by Shamrock Holdings, Inc., of which Mr. Disney is a director and which is wholly owned by Mr. Disney and his children and trusts for their and his grandchildren’s benefit. Stanley Gold is also a director of Air Shamrock, Inc. and President and Chief Executive Officer of Shamrock Holdings, Inc.

During fiscal 2003, a Company subsidiary sold programming content to PRN Corporation, an entity in which Shamrock Capital, a subsidiary of Shamrock Holdings, Inc. has a greater than 10% equity investment and on whose board of directors an officer of Shamrock Capital sits. The Company subsidiary received $173,340 in fiscal 2003 for the programming content sold to PRN Corporation.

Company President and director Robert Iger’s father-in-law, Eugene Bay, is a principal of Eugene Bay Associates, Inc., a marketing company that has been retained by the Company’s subsidiary ESPN, Inc. since 1990 (prior to Mr. Iger’s marriage to Mr. Bay’s daughter) to provide sports marketing services. Mr. Bay’s company received a total of $115,917 for services provided during fiscal 2003.

The Company’s subsidiary ABC, Inc. makes an office and secretarial services available to director Thomas Murphy, who served as Chairman of the Board of Capital Cities/ABC, Inc. prior to its acquisition by the Company in 1996. ABC, Inc. also provides Mr. Murphy with a leased car and a driver. The aggregate cost to the Company of the secretarial and transportation services in fiscal 2003 was approximately $255,464; Mr. Murphy’s office did not represent an incremental expense to the Company, but reflected an internal cost allocation of approximately $62,457.

During fiscal 2003, the Company made a contribution of $5,000,000 through the Performing Arts Center of Los Angeles County to Walt Disney Concert Hall I, a California not-for-profit corporation. The contribution was the fifth equal installment of a $25,000,000 pledge under a pledge agreement, dated November 26, 1997, for the development of The Walt Disney Concert Hall and The Roy O. Disney and Edna F. Disney CalArts Theater in downtown Los Angeles, California. Andrea Van de Kamp, who was a director of the Company until March 2003, is Chairman Emeritus, and was until July 1, 2003, Chairman and Chief Executive Officer, of The Performing Arts Center, and was a director of Walt Disney Concert Hall I until November 2002. Ms. Van de Kamp was not a member of the Company’s Board at the time of the Company’s pledge.

Pursuant to the provisions of the Company’s bylaws and indemnification agreements, legal expenses incurred by certain Directors in connection with derivative litigation against the Directors relating to the employment agreement with the Company’s former president, Michael S. Ovitz, as described in the Company’s 2003 Annual Report on Form 10-K, are being advanced on behalf of those Directors by the Company or the Company’s insurer. Accordingly, from the beginning of fiscal 2003 through January 13, 2004, the Company paid $633,885 to law firms that represented, for all or a portion of the period, Ms. Bowers, Messrs. Disney, Eisner, Gold, Mitchell, Murphy, Poitier, Stern, Watson and Wilson and Fr. O’Donovan and $9,657 to a law firm that represented Mr. Eisner for a portion of the period. In addition, from the beginning of fiscal 2003 through January 13, 2004, the Company paid a law firm representing Messrs. Disney and Gold $444,752 in connection with the Ovitz matter and the SEC proceeding described in the Company’s 2003 Annual Report on Form 10-K. The Company also is advancing legal expenses incurred by Directors in connection with derivative litigation relating to the disclosure of ongoing commercial litigation regarding intellectual property rights to Winnie the Pooh and accordingly, from the beginning of fiscal 2003 through January 13, 2004, paid $22,296 to a law firm that represented each of the persons who served as a Director during fiscal 2003. Additional bills with respect to the foregoing matters have been submitted to the Company and are either being reviewed and processed for payment or sent to the Company’s insurer for payment, and other bills have been submitted directly to the Company’s insurer.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee as of the date of this proxy statement is or has been an officer or employee of the Company. In early fiscal 2003, director Raymond Watson, who served as Chairman of the Board of the Company from May 1983 to September 1984, was a member of the Committee. In addition, Ray Watson’s son, David Watson, worked as an executive director for new media for a Company subsidiary during fiscal 2003, receiving an aggregate salary and bonus of $147,963. Director Thomas Murphy, who also served on the Committee in fiscal 2003, was Chairman of the Board and Chief Executive Officer of Capital Cities/ABC, Inc. prior to its acquisition by the Company in 1996, but did not hold any office with the Company or its subsidiaries after the acquisition. In addition, the Company’s subsidiary ABC, Inc. makes an office and secretarial services available to Mr. Murphy and provides Mr. Murphy with a leased car and a driver. The aggregate cost of the Company for the secretarial and transportation services in fiscal 2003 was approximately $255,464; Mr. Murphy’s office did not represent an incremental expense to the Company, but reflected an internal cost allocation of approximately $62,457. Mr. Watson’s and Mr. Murphy’s service on the Compensation Committee ended in December 2002.