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Roy Disney said he would go but argued Eisner should step down, a letter obtained by the Wall Street Journal showed.

The move Sunday may be the last act of a showdown between Eisner, who has led the company for nearly 20 years, and the man who recruited him and then became a chief critic.

Roy Disney retains control of a stake in the company and an ally of his remains on the board, but a rising Disney stock price, an outlook for improving earnings and some corporate governance reform helped calm shareholder criticism of Eisner that flared last year.

"It is my sincere belief that it is you who should be leaving and not me," Roy Disney told Eisner in the letter dated Nov. 30, announcing he was stepping down from the board and his job as head of animation at the company named after his uncle.

George Mitchell, presiding director of the board, said in a statement that Roy Disney and two other directors, Thomas Murphy and Raymond Watson, would have to leave because of the mandatory retirement age, which is 72.

Disney will be 74 by January, when the board is expected to pick a new slate of directors.

The board's nominating committee, which had waived the retirement age cap in the past, had decided to apply the rule, Mitchell said.

"It is unfortunate that the Committee's judgment to apply these unanimously adopted governance rules has become an occasion to raise again criticisms of the direction of the Company, and calls for change of management, that have been previously rejected by the Board," Mitchell added in his statement.

Neither Roy Disney nor Eisner is on the nominating committee, composed of independent directors, although Disney said Eisner had discussed the move with the committee.

"Whether Eisner did it or not does not matter, because he has basically eliminated the dissidents," said independent financial analyst Dennis McAlpine.

"Eisner won this fight before it even started," he added, saying Roy Disney probably lacked the shares or influence to launch a major revolt, if he wanted to.

Roy Disney helped lead a 1984 restructuring and brought Eisner to the company.

But in his letter he said Eisner was no longer the right person to lead Disney, accusing him of a list of failures including micro-management, failure to turn around ratings at Disney's ABC television networks and building new theme parks "on the cheap" during a recent worldwide expansion.

Other investors have echoed Roy Disney's complaints in recent years.

The company reported a doubling of net profit for its September-ending fiscal fourth quarter. Its shares traded within $1 of a 52-week high at $23.09 on Friday, having risen 42 percent this year.

Profits tumbled in recent years, but are set to rise 35 percent in the fiscal year just begun, Disney forecasts.

Roy Disney, the nephew of company founder Walt Disney, said in August he had struck a deal to sell more than 40 percent of his stake in the company, in which he was the largest individual shareholder.

Disney will be left with about 10 million shares, or 0.5 percent of the stock, less then the 14 million shares Eisner had in January. The deal in August allowed Disney to keep voting control of his stock for five years.

An associate of Roy Disney who sits on the board, Stanley Gold, was not affected by the age cap.