X0201 4 2004-01-22 0 0001001039 WALT DISNEY CO/ DIS 0001207394 IGER ROBERT A 500 SOUTH BUENA VISTA STREET BURBANK CA 91521 1 1 0 0 President and COO Phantom Stock Unit Award 0.00 2004-01-22 4 A 0 40592 0 A Disney Common Stock 40592.00 40592.00 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. As will be set out in the proxy statement for the Company's 2004 annual meeting of shareholders, the award constitutes a portion of the annual bonus granted by the Company to the reporting person for the Company's 2003 fiscal year, and all units are scheduled to vest on September 30, 2005. By: Joseph M. Santaniello (POA on file) 2004-01-26