The bylaw will provide that in uncontested elections director nominees must be elected by the majority of votes cast at the annual meeting of shareholders. Incumbent directors who fail to receive a majority of votes -- and who would otherwise remain in office until a successor is elected under Delaware law -- would be required to offer a letter of resignation for consideration by the Board which shall be required to act promptly. Plurality voting will continue to apply if the number of nominees exceeds the number of open director positions. The Company will adopt the bylaw in time to apply to the Company's 2008 annual meeting,

In 2005, the company was among the first to adopt a policy calling for directors who receive more "withhold" than "for" votes in an uncontested election to submit their resignation. That policy was adopted in the Company's Corporate Governance Guidelines. This year, the Company received a shareholder proposal from the Sheet Metal Workers National Pension Fund requesting that the Board initiate a process to amend the bylaws to require majority voting. The Board determined that the step was an appropriate one and agreed to amend the bylaws.

In pursuit of its commitment to corporate governance, the Disney Board has taken several actions in the last several years. These include the adoption of an "anti-greenmail" provision; updating its executive compensation plans to stress pay for performance; setting annual terms for all Board members; eliminating the "poison pill;" requiring directors to each own a minimum of $100,000 in Disney stock; establishing regular executive sessions of non-management directors; limiting the number of other public company boards on which a director may serve; and both reducing the size of the board from 16 members in 2002 to 13 and increasing the number of independent directors.