Employment Agreement - The Walt Disney Co. and Robert A. Iger


               EMPLOYMENT AGREEMENT DATED AS OF JANUARY 24, 2000
                        BETWEEN THE WALT DISNEY COMPANY
                              AND ROBERT A. IGER


     AGREEMENT (the 'Agreement') made as of January 24, 2000 by and between THE
WALT DISNEY COMPANY ('Disney') and ROBERT A. IGER ('Executive').

     In consideration of the mutual covenants contained herein, Executive and
Disney hereby agree as follows:

1.   Term
     ----

     The initial term of Executive's employment hereunder shall commence on and
as of January 24, 2000, and shall expire on the fourth anniversary thereof
(i.e., January 24, 2004) unless earlier terminated as hereinafter provided.
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2.   Salary
     ------

     In full consideration for all rights and services provided by Executive
hereunder, Executive shall receive an annual salary of $1,500,000, of which
$1,000,000 shall be payable in accordance with Employer's then prevailing
payroll policy, and $500,000 of which shall be deferred and shall be paid,
together with interest thereon (which interest shall accrue at the rate of the
applicable federal rate for mid-term treasuries (currently 6.8% compounded
annually), which rate shall be reset annually on the basis of the rate in effect
for March for each year during which the deferral shall be in effect), by Disney
to Executive upon a date which shall be not less than thirty days after the date
Executive shall no longer be subject to the provisions of Section 162(m) of the
Internal Revenue Code.  Executive's salary shall be subject to annual review by
Disney for increase.

3.   Bonus
     -----

     Bonus compensation for Executive shall be subject to the discretion of the
Executive Performance Subcommittee of the Board of Directors of Disney in
accordance with Disney's Annual Bonus Performance Plan for Executive Officers
(or any successor plan thereto).

4.   Special Payment
     ---------------

 
     As an inducement for Executive to enter into this Agreement and in
discharge of all obligations of Disney and/or any of its affiliated entities to
provide compensation (other than previously granted stock options) to Executive
pursuant to any prior arrangements between Executive and Disney and/or any
affiliated entity thereof, Disney shall pay to Executive, within ten business
days of the execution hereof by both parties, the amount of $2,200,000.

5.   Stock Options
     -------------

     All stock options heretofore granted to Executive shall be subject to the
following:  All shares issuable upon exercise of any such options shall be
registered on Form S-8 or any successor form or other applicable form under the
Securities Act of 1933 and Disney shall, subject to the provisions of the plan,
seek to keep such registration effective at all required times.  For the purpose
of such options, a termination of Executive's employment shall not be deemed to
be for 'cause' unless such termination constitutes termination for 'good cause'
as defined in Paragraph 10(a)(iii) below.

6.   Title
     -----

     Executive shall be employed hereunder in the position of President and
Chief Operating Officer of Disney and shall report to the Chief Executive
Officer of Disney.  In addition, Disney agrees to nominate Executive for
election to its board of directors as a member of the management slate at each
annual meeting of stockholders during the term of his employment hereunder or,
if there shall at any time be director classes, at each such meeting at which
Executive's director class comes up for election.  Executive agrees to serve on
the board if elected.

7.   Duties
     ------

     Executive shall devote substantially all of his business time to personally
and diligently performing on an exclusive basis such duties, which services
shall not be inconsistent with his position as President and Chief Operating
Officer of Disney, as are assigned to him from time to time by the Chief
Executive Officer of Disney, and any other duties accepted or undertaken by
Executive.

8.   Expenses
     --------

     Executive shall be expected to incur various business expenses customarily
incurred by persons holding like positions, including but not limited to
traveling, entertainment and similar expenses, all of which are to be incurred
by Executive for the benefit of Disney.  Subject to Disney's policy regarding
the reimbursement and non-reimbursement of all such expenses, Employer shall
reimburse Executive for such expenses from time to time, at Executive's request,
and Executive shall account to Employer for such expenses.

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9.   Benefits
     --------

     (a)  Except as otherwise specifically provided hereunder, Executive shall
be entitled to receive and participate in all employee welfare benefit plans
generally made available to the highest level of senior executives of Disney,
including, without limitation, participation in Disney's medical, dental, life
insurance and disability benefit plans, in accordance with the normal policies
and practices of Disney.

     (b)  Executive shall be provided with an automobile in accordance with
Disney's standard automobile policy.

     (c)  In addition, Disney will provide Executive with such other perquisites
as may be made generally available to the highest level of senior executives of
Disney.

10.  Termination by Disney
     ---------------------

     (a)  Disney shall have the right to terminate this Agreement, including the
term of Executive's employment under this Agreement, under the following
circumstances:

               (i)    Upon the death of Executive.

               (ii)   Upon notice from Disney to Executive in the event of a
total and permanent disability which has incapacitated him from performing his
duties for six consecutive months as determined in good faith by the Board of
Directors of Disney.

               (iii)  For good cause upon written notice from the Disney.
Termination by Disney of Executive's employment for 'good cause' as used in this
Agreement shall be limited to willful gross neglect or malfeasance by Executive
in the performance of his duties or the unilateral resignation by Executive as
an employee of Disney without the prior written consent of Disney.

     (b)  If this Agreement is terminated pursuant to Paragraph 10(a) above,
Executive's rights and Disney's obligations hereunder shall forthwith terminate
except as expressly provided in this Agreement.

     (c)  If this Agreement is terminated pursuant to Paragraph 10(a)(i) or (ii)
hereof, Executive or his estate shall, in addition to the payments and benefits
referred to in Paragraph 9(d), be entitled to receive one hundred percent (100%)
of his annual salary (including deferred salary) for an additional 12 months,
seventy-five percent (75%) of such salary for 12 months thereafter, and fifty
percent (50%) of such salary for the next 12 months.  In addition, all of
Executive's stock options shall accelerate and become immediately exercisable
for the period specified in the relevant stock option agreements (which shall be
18 months from date of death or disability, but not beyond the originally
scheduled term of the option in the case of the option granted on

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February 9, 1996, and 18 months from date of death and 12 months from date of
disability with respect to all other options, but not beyond the originally
scheduled term of such options), and Executive or his estate shall be paid a pro
rata bonus for the year in which death or termination for disability occurred
which will be calculated on the basis of an assumed bonus for the full year
equal to the greater of $1,000,000 or the annual bonus received by Executive for
the prior fiscal year of Disney. Executive or his estate shall also be entitled
to other benefits in accordance with and subject to the terms of the relevant
plans and programs of Disney applicable to Executive at the time of his death or
disability.

     (d)  If this Agreement is terminated pursuant to Paragraph 10(a)(iii),
Disney shall have no obligation to Executive hereunder, except to (i) pay any
amounts unconditionally accrued under any pension or benefit plans of Disney or
any of its affiliates companies in accordance with the terms thereof, (ii) pay
amounts earned, unconditionally accrued or owing to Executive but not yet paid,
including, without limitation, any salary (including deferred salary plus
accrued interest thereon) earned through the date of termination, and (iii)
provide other benefits unconditionally accrued and vested on the date of
termination, if any, in accordance with applicable plans and programs of Disney
or any of its affiliated companies.

     (e)  Whenever compensation is payable to Executive hereunder during a time
when he is partially or totally disabled and such disability (except for the
provisions hereof) would entitle him to disability income or to base salary
continuation payments from Disney according to the terms of any plan now or
hereafter provided by Disney or any subsidiaries thereof or according to any
Disney policy in effect at the time of such disability, the compensation payable
to him hereunder shall be inclusive of any such disability income or base salary
continuation and shall not be in addition thereto.  If disability income is
payable directly to Executive by an insurance company under an insurance policy
paid for by Disney or any subsidiaries thereof, the amounts paid to him by said
insurance company shall be considered to be part of the payments to be made by
Disney to him pursuant to this Paragraph 10, and shall not be in addition
thereto.

11.  Termination by Executive
     ------------------------

     Executive shall have the right to terminate this Agreement, including his
employment under this Agreement, upon at least 30 days' notice to Disney given
within 60 days following the occurrence of any of the following events without
his consent, provided that Disney shall have 30 days after the date such notice
has been given to Disney in which to cure the conduct specified in such notice:

               (i)  a reduction in Executive's compensation rights hereunder
(salary or stock options), other than as permitted hereunder or, in the case of
stock options, under the applicable stock option plan or related rules, or
material reduction of any employee benefit or perquisite provided by Disney
(other than as part of an across-

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the-board reduction in such employee benefit or perquisite generally applicable
to all senior executives of Disney;

          (ii)   the failure to continue Executive in his position as provided
in Paragraph 6 hereof, removal of him from such position or failure to nominate
him for election to Disney's board of directors as provided in Paragraph 6
hereof;

          (iii)  a material diminution in Executive's duties under Paragraph 7,
the assignment to Executive of duties which are materially inconsistent with
such duties, or a change in the reporting relationship of Executive so that he
no longer reports as provided in Paragraph 6 above;

          (iv)   the relocation of Executive's principal office to a location
more than 50 miles from Manhattan or more than 50 miles outside of the greater
Los Angeles area.

     With respect to subparagraph (iii) above, Executive's duties and
responsibilities shall not be deemed materially reduced for purposes hereof
solely by virtue of the fact that Disney is (or substantially all of its assets
are) sold to, or is combined with, another entity provided that (a) Executive
shall continue to have the same duties, responsibilities and authority with
respect to Disney's business (including but not limited to entertainment and
recreation, parks and resorts, broadcasting, cable, direct broadcast satellite,
filmed entertainment, consumer products, music and the internet) as he had
immediately prior to the time of such sale or combination and (b) Executive
shall continue to report directly to the chief executive officer and/or board of
directors of the entity that represents all or substantially all of the
continued businesses of Disney or any of its affiliated companies.

12.  Consequences of Breach by Disney
     --------------------------------

     If this Agreement is terminated pursuant to Paragraph 11 hereof, or if
Disney shall terminate Executive's employment under this Agreement in any other
way that is a breach of this Agreement by Disney, Executive shall be entitled to
the following, which he acknowledges to be fair and reasonable, as his sole and
exclusive remedy, in lieu of all other remedies at law or in equity, for any
such termination:

          (i)    salary (including deferred salary and interest accrued thereon)
through the date of termination;

          (ii)   salary (including deferred salary and accrued interest
thereon), at the annualized rate in effect immediately prior to the date of
termination of Executive's employment (or in the event a reduction in base
salary is the basis for a termination pursuant to Paragraph 11 above, then the
base salary in effect immediately prior to such reduction), for the balance of
the originally scheduled term of this Agreement;

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          (iii)  annual bonus for the year in which termination occurs based on
an assumed bonus equal to the greater of $1,000,000 or the annual bonus received
by Executive for the prior fiscal year of Disney, payable in a single
installment promptly after his termination;

          (iv)   the right to exercise all stock options in full for the period
provided in the relevant stock option agreement (which shall be twelve months in
the case of the stock option granted to Executive on February 9, 1996, and three
months for all other options granted to Executive, but in all cases not beyond
the originally scheduled term of the relevant option); provided, however, that
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notwithstanding the foregoing, no stock options which may at any time hereafter
be granted to Executive shall be included or taken into account in the
calculation of the payments provided for in Paragraph 18 hereof unless such
inclusion or taking into account is expressly provided for in the stock option
agreement(s) evidencing any such future grant(s);

          (v)    any amounts earned, unconditionally accrued or owing to
Executive but not yet paid; and

          (vi)   other benefits in accordance with applicable plans and programs
of Employer.

13.  Services Unique
     ---------------

     Executive recognizes that Executive's services hereunder are of a special,
unique, unusual, extraordinary and intellectual character giving them a peculiar
value, the loss of which cannot be reasonably or adequately compensated for in
damages, and in the event of a breach of this Agreement by Executive
(particularly, but without limitation, with respect to the provisions hereof
relating to the exclusivity of Executive's services and the provisions of
Paragraph 14 hereof), Employer shall, in addition to all other remedies
available to it, be entitled to equitable relief by way of injunction and any
other legal or equitable remedies.

14.  Protection of Employer's Interests
     ----------------------------------

     (a)  During the term of Executive's employment by Disney, Executive will
not compete in any manner, directly or indirectly, whether as a principal,
employee, agent or owner, with Disney or any affiliate thereof, except that the
foregoing will not prevent Executive from holding at any time less than 2% of
the outstanding capital stock of any company whose stock is publicly traded.

     (b)  To the extent permitted by law, all rights worldwide with respect to
any and all intellectual or other property of any nature produced, created or
suggested by Executive during the term of Executive's employment with Disney or
any affiliated Company or resulting from Executive's services shall be deemed to
be a work made for

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hire and shall be the sole and exclusive property of Disney. Executive agrees to
execute, acknowledge and deliver to Disney at Disney's request, such further
documents as Disney finds appropriate to evidence Disney's and/or any affiliated
company's rights in such property. Any confidential and/or proprietary
information of Disney or any affiliate thereof shall not be used by Executive or
disclosed or made available by Executive to any person except (i) as required in
the course of Executive's employment or (ii) when required to do so by a court
of law, by any governmental agency having supervisory authority over the
business of Disney or by any administrative or legislative body (including a
committee thereof) with apparent jurisdiction to order him to divulge, disclose
or make accessible such information, it being understood that Executive will
promptly notify Disney of such requirement so that Disney may seek to obtain a
protective order. Upon expiration or earlier termination of the term of
Executive's employment, Executive shall return to Disney all such information
that exists in written or other physical form (and all copies thereof) under
Executive's control. Without limiting the generality of the foregoing, Executive
acknowledges signing and delivering to Disney, The Walt Disney Company and
Associated Companies Confidentiality Agreement and The Walt Disney Company and
Associated Companies Statement of Policy Regarding Conflicts of Interest and
Business Ethics and Questionnaire Regarding Compliance and Executive agrees that
all terms and conditions contained therein, and all of Executive's obligations
and commitments provided for therein, shall be deemed, and hereby are,
incorporated into this Agreement as if set forth in full herein. The provisions
of this paragraph shall survive the expiration or earlier termination of this
Agreement.

15.  Arbitration
     -----------

     (a) Any dispute regarding any of the terms and conditions of this Agreement
(a 'Dispute') between Executive and Disney shall be settled by arbitration in
the Los Angeles and, except as herein specifically stated, in accordance with
the Commercial Arbitration Rules of the American Arbitration Association (the
'AAA Rules') then in effect, subject to the provisions of this Agreement.  Any
judgment upon the determination reached by the arbitrators may be entered in any
court having jurisdiction of the subject matter thereof.  The parties hereby
submit to the in personam jurisdiction of the courts of the State of California
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for purposes of confirming any such determination and entering judgment in
respect thereof.

     (b) Any such arbitration shall be conducted before a panel of three
arbitrators, who shall be compensated for their services at a rate to be
determined by the parties or by the American Arbitration Association in the
event the parties are not able to agree upon their rate of compensation.

     (c) Within five calendar days of notice by a party seeking arbitration
under this provision, the party requesting arbitration shall appoint one person
as arbitrator, and within ten calendar days thereafter the other party shall
appoint the second arbitrator.  Within ten business days after the appointment
of the second arbitrator, the

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two arbitrators so chosen shall mutually agree upon the selection of the third
impartial and neutral arbitrator, who (i) shall possess demonstrable knowledge
and experience in the entertainment industry and (ii) shall have had no dealings
with either party during the preceding 5 years.

     (d) In the event the chosen arbitrators cannot agree upon the selection of
the third arbitrator, the AAA Rules for the selection of such an arbitrator
shall be followed, except the selection shall be from such persons as are
described in the immediately preceding subparagraph (c).  If the other party
shall fail to designate the second arbitrator, the sole arbitrator appointed
shall have the power to appoint, in his sole discretion, both the second and
third arbitrators.  If a party fails to appoint a successor to its appointed
arbitrator within ten business days of the death, resignation or other
incapacity of such arbitrator, the remaining two arbitrators shall appoint such
successor.  The majority decision of the arbitrators will be final and
conclusive upon the parties hereto.

     (e) Each party hereby agrees to pay one-half of the compensation to be paid
to the arbitrators in any such arbitration and one-half of the costs of
transcripts and other expenses of the arbitration proceedings and all of his or
its own attorney's fees and other expenses; provided, however, that if Executive
is the prevailing party in any arbitration, he shall be entitled to apply to the
arbitrators for an award to be paid by Disney of his reasonable attorneys' fees
and costs, arbitrators' fees and costs and all other costs of arbitration and if
the arbitrators shall conclude that Disney's position in such arbitration was
unreasonable, the arbitrators may, in their discretion, make an award to
Executive of any part or all of such fees and costs, provided further that
Disney shall have the right to contest any such application and the amount of
any such award.

     (f) All testimony of witnesses at any arbitration proceeding held pursuant
to these provisions shall be taken under oath, and the rules of evidence of the
State of New York and judicial interpretations thereunder shall be strictly
followed.  The actual arbitration hearing or hearings shall be transcribed by a
reporter.

     (g) The parties shall be entitled to conduct discovery proceedings in
accordance with the California Code of Civil Procedure, and the rules of
evidence of the California Evidence Code shall apply.

     (h) The arbitrators chosen in accordance with these provisions shall not
have the power to alter, amend or otherwise affect the terms of these
arbitration provisions or the other provisions of this Agreement.

     (i) Except as herein specifically provided, arbitration shall be the sole
and exclusive remedy of the parties for a Dispute.

16.  FCC Provision
     -------------

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     Executive acknowledges that Executive has been provided by Disney with a
copy of Section 508 of the Federal Communications Act of 1934, as amended,
relating in part to receiving or paying consideration for product identification
in television programs, that Executive is familiar with the provisions thereof
and that Executive will fully comply therewith during the term of this
Agreement.  Without limiting the foregoing, however, and whether or not Section
508 is applicable to his activities, Executive agrees that Executive will not,
without Employer's prior written consent, accept any compensation or gift, from
any person, firm or corporation (other than Employer or its affiliates) where
such compensation or gift is, or may appear to be, in consideration of
Executive's acting in a particular manner in relation to the business of such
person, firm or corporation with Employer or any affiliate thereof.

17.  No Conflict with Prior Agreements; Due Authorization
     ----------------------------------------------------

     Executive represents to Disney that neither Executive's commencement of
employment hereunder nor the performance of Executive's duties hereunder
conflicts with any contractual commitment on Executive's part to any third party
or violates or interferes with any rights of any third party.  Disney represents
to Executive that it is fully authorized and empowered by action of the its
Board of Directors to enter into this Agreement and that performance of its
obligations under this Agreement will not violate any agreement between it and
any other person, firm or other entity.

18.  Certain Payments
     ----------------

     The parties believe that the payments to Executive hereunder do not
constitute 'Excess Parachute Payments' under Section 280G of the Internal
Revenue Code of 1986, as amended (the 'Code').  Notwithstanding such belief, if
any payment or benefit under this Agreement is determined to be an 'Excess
Parachute Payment' the Employer shall pay Executive an additional amount ('Tax
Payment') such that (x) the excess of all Excess Parachute Payments (including
payments under this sentence) over the sum of excise tax thereon under Section
4999 of the Code and income tax thereon under Subtitle A of the Code and under
applicable state law is equal to (y) the excess of all Excess Parachute Payments
(excluding payments under this sentence) over income tax thereon under Subtitle
A of the Code and under applicable state law.

19.  Post-Termination Obligations
     ----------------------------

     After the expiration or earlier termination of Executive's employment
hereunder for any reason whatsoever, Executive shall not either alone or
jointly, with or on behalf of others, either directly or indirectly, whether as
principal, partner, agent, shareholder, director, employee, consultant or
otherwise, at any time during a period of two years following such expiration or
termination, offer employment to, or solicit the employment or engagement of, or
otherwise entice away from the employment of Disney or any affiliated entity,
either for Executive's own account or for any other person, firm or

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company, any person who is employed by Disney or any such affiliated entity,
whether or not such person would commit any breach of his contract of employment
by reason of his leaving the service of Disney or any affiliated entity.

20.  Entire Agreement; Amendments; Waiver, Etc.
     ----------------------------------------- 

     (a)  This Agreement supersedes all prior or contemporaneous agreements and
statements, whether written or oral, concerning the terms of Executive's
employment, and no amendment or modification of this Agreement shall be
effective unless set forth in a writing signed by Disney and Executive.  No
waiver by either party of any breach by the other party of any provision or
condition of this Agreement shall be deemed a waiver of any similar or
dissimilar provision or condition at the same or any prior or subsequent time.
Any waiver must be in writing and signed by Executive or Disney, as the case may
be.

     (b)  Nothing herein contained shall be construed so as to require the
commission of any act contrary to law, and wherever there is any conflict
between any provision of this Agreement and any present or future statute, law,
ordinance or regulation, the latter shall prevail, but in such event the
provision of this Agreement affected shall be curtailed and limited only to the
extent necessary to bring it within legal requirements.  Without limiting the
generality of the foregoing, in the event any compensation or other monies
payable hereunder shall be in excess of the amount permitted by any statute,
law, ordinance, regulation or wage guideline which may be in affect at any time
or from time to time, payment of the maximum amount then allowed thereby shall
constitute full compliance by Disney with the payment requirements of this
Agreement.

     (c)  This Agreement and all rights hereunder are personal to Executive and
shall not be assignable; provided, however, that all of Executive's rights
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accrued hereunder following his death shall inure to the benefit of his widow,
personal representatives or designees or other legal representatives, as the
case may be.  Disney may assign its rights under this Agreement to any successor
by merger, purchase, consolidation or otherwise, provided that such successor
assumes all of the liabilities, obligations and duties of Disney under this
Agreement, either contractually or as a matter of law.

     (d)  The respective rights and obligations of the parties hereunder shall
survive any termination of this Agreement or Executive's employment hereunder to
the extent necessary to the intended preservation of such rights and
obligations.

     (e)  This Agreement shall be governed by and construed in accordance with
the laws of the State of California without reference to principles of conflict
of laws.

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     (f)  All payments required to be made to Executive hereunder, whether
during the term of his employment hereunder or otherwise, shall be subject to
all applicable federal, state and local tax withholding laws.

21.  Indemnification
     ---------------

     Indemnification shall be provided to Executive pursuant to an agreement
substantially equivalent to Disney's standard form of indemnification for senior
officers, a copy of which has been previously provided to Executive.

22.  Notices
     -------

     All notices that either party is required or may desire to give the other
shall be in writing and given either personally or by depositing the same in the
United States mail addressed to the party to be given notice as follows:

     To Employer:        500 South Buena Vista Street
                         Burbank, California  91521
                         Attn:  Chairman and Chief Executive Officer

     To Executive:       500 South Buena Vista Street
                         Burbank, California  91521
                         Attn:  Robert A. Iger

Either party may by written notice designate a different address for giving of
notices.  The date of mailing of any such notices shall be deemed to be the date
on which such notice is given.

23.  Headings
     --------

     The headings set forth herein are included solely for the purpose of
identification and shall not be used for the purpose of construing the meaning
of the provisions of this Agreement.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

THE WALT DISNEY COMPANY

By: /s/ Michael D. Eisner              /s/ Robert A. Iger
  ---------------------------         ------------------
Title:                                 Robert A. Iger

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