[reapersaurus]

second half

GEORGE MITCHELL (poor governance): We believe Ex-Senator Mitchell is not capable of providing effective leadership as the Company’s “Presiding Director.” He has opposed our repeated efforts to separate the functions of CEO and Chairman of the Board. Instead, he supported the Company’s new governance rules, which are more form than substance — and which have left him as a Presiding Director with no authority or real responsibility.

Equally troubling, in addition to his full-time career as a practicing lawyer, ex-Senator Mitchell serves on far too many other boards to permit him adequate time for his Disney commitments. (It is worth noting that many of the other companies on whose boards he has sat have experienced significant financial, legal, and governance problems — among them Xerox, U.S. Technologies, Oily Rock Group Ltd. and Staples Inc.).

Moreover, within the last several years ex-Senator Mitchell has served as a paid consultant to the Company and his law firm has received more than $1 million in fees from The Walt Disney Company.

JUDITH ESTRIN (poor compensation practices): As Chair of the Board’s Compensation Committee for the past two years, Ms. Estrin engineered what we believe were excessive total compensation packages for the Company’s top five executives. For example, in fiscal 2002, when the Disney stock price was down approximately 16%, total compensation for those executives alone was approximately $40 million.

Good governance requires — and shareholders deserve — a real connection between performance and pay. Under Ms. Estrin's leadership of the Compensation Committee, we believe that connection has been severed.

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JOIN US IN VOTING NO ON YOUR PROXY

WITHHOLD YOUR VOTE FROM EISNER, MITCHELL, ESTRIN AND BRYSON

We believe it is important for you to understand that our actions today are not motivated by any personal ambitions. Neither of us has any desire to be Chairman or CEO of The Walt Disney Company. Rather, we are launching our “Vote No” campaign in an effort to improve the long-term financial health of the Company, to restore shareholder value, and to return the quality of its products and services to a level that will yield sustainable growth.

Make sure your voice is heard. The damage The Walt Disney Company has suffered at the hands of Michael Eisner and the current Board must be repaired before it is too late. VOTE NO TODAY AND BRING BACK THE MAGIC! Thanks for your support.

Sincerely,

Roy E. Disney Stanley P. Gold

I like that Roy is following thru with his efforts to improve the company he so obviously cares for.