X0202 4 2006-01-09 0 0001001039 WALT DISNEY CO/ DIS 0001205861 STAGGS THOMAS O 500 SOUTH BUENA VISTA STREET BURBANK CA 91521 0 1 0 0 Sr. EVP & Chief Finan. Officer Phantom Stock Unit Award (Bonus Related) 2006-01-09 4 A 0 20108 0 A Disney Common Stock 20108.00 20108.00 D Stock Option (Right to Buy) 24.87 2006-01-09 4 A 0 154000 0 A 2013-01-09 Disney Common Stock 154000.00 154000.00 D Converts at 1-for-1. This Stock Unit Award was granted under the 2002 Executive Performance Plan of The Walt Disney Company (the 'Company') and the Amended and Restated 1995 Stock Incentive Plan of the Company, in a transaction exempt under Rule 16b-3. The award constitutes a portion of the annual bonus granted by the Company to the reporting person for the Company's 2005 fiscal year. The award is scheduled to vest as to 10,054 stock units on January 9, 2008 and as to the remaining 10,054 stock units on January 9, 2010. Options were granted under the Company's 1995 Stock Option Plan in a transaction exempt under Rule 16(b)-3. The options vest in four equal installments on each January 9 of 2007 through 2010. In connection with this stock option award, the reporting person also was awarded 81,000 restricted stock units whose vesting is subject to performance vesting criteria. By: Joseph M. Santaniello (POA on file) 2006-01-11