Work in Progress ATTORNEY/CLIENT PRIVILEGED AND CONFIDENTIAL Spider-Man Merchandise Rights Sale Update Negotiating Considerations September 2010

Work in Progress Negotiating Framework page 1 Negotiate Now Buy-out SPE’s InterestBuy-out ControlsDeferOff-limits Avg. of Actual Receipts + Adjustment for Under-reporting (Informed by Audit) + Hasbro True-up + Disney Upside Ease and/or lift Classic black-out Leadership of retail promotion discussions for film merch. Food category constraints Settlement of audit claims Litigation Restrictions on ability for SPE to promote film beyond merchandise at retail Increased SPE commitment to release new films beyond current requirements to retain rights

Work in Progress page 2 SPE’s Interest in an Average Year Avg. of Actual Receipts$35 MAssumes future in-line with history Adjustment for Under-reporting (Informed by Audit) & Hasbro True-up $10 M Disney Upside Growth from International$12 M Expand from 52/48 Domestic/Int’l to 40/60 (27% uplift in total WW revenues) Eliminate Int’l Commissions$4 M 9% improvement (25% commissions eliminated on 34% of revenues) Growth from Disney Retail$1 M Disney starts selling in Disney-owned retail and theme parks Food + Other CategoriesMinimal Limited value in freeing up food categories given current regulatory environment Source:MPG and CorpDev analysis. Approx. Avg. Annual Revenues Comments

Work in Progress SPE Internal View of Valuation Source:SPCP and CorpDev analysis. Note:(1) DCF based on perpetuity growth rate of 2.0%, discount rate of 8.0% and Disney’s effective tax rate of 36.2%. Terminal year revenue = 5-year average of Spider-Man Film and Classic merch (CY15-CY19) (2) Retail synergies include Disney selling S-M merch in Disney parks & resorts, in Disney stores, and online sales. page 3 Scenarios Future In-line w/ History (B/f Audit Adjustments & Hasbro True-up) + Audit Adjustments & Hasbro True-up + Disney Int’l and Retail Synergies (2) + Eliminate Int’l Commissions Discounted Cash Flow Methodology (1) +$92 +$130 +$44 Public Media Comps Public Comps + 30% Control Prem. Multiple Marvel Paid for Disney Implied Multiple of $35-$45MM Trailing Avg. 7.0x – 9.0x9.0x – 11.6x11.9x – 15.3x12.9x – 16.6x

Work in Progress Negotiating Approach: Two Alternatives for Valuing “Buy-out Interest” and “Buy Controls” page 4 Controls are a Premium to Base ValueValue of “Just Controls” to Disney SPE Value Before Controls $45MM avg. annual 40% tax rate, 8% discount rate, 3% growth rate = $540MM= 12x ($45MM Trailing CF Multiple) Control Premium Short of what DIS Paid MVL Base Value of $540MM + (17% / $90MM Control Premium) = $630MM= 14x ($45MM Trailing CF Multiple) Control Premium Equal to what DIS Paid MVL Base Value of $540MM + (33% / $180MM Control Premium) = $720MM= 16x ($45MM Trailing CF Multiple) If SPE’s average annual CF is $45MM, then Disney’s is 3x that or $135MM DIS Share with Controls in Place % Increase without Controls $ IncreaseValue at 10x $1355%$6.8$68 $13510%$13.5$135 15%$20.3$203 $13520%$27.0$270 In addition, there is value to Disney if owning retail discussions provides benefits to other Disney (non-S-M) merch.

Work in Progress page 5 Negotiating Approach: Spider-Man was the majority of what Disney paid 16x for; SPE deserves a portion of this premium valuation Note:* S-M merchandise numbers based on SPE internal data. (1) MVL Total EBITDA defined as EBITDA less SPE’s share of film merchandise. MVL recognizes SPE share as minority interest, whereas other studios' shares of license royalty income is recorded within SG&A expense. (2) Assumes S-M publishing is 50% of Total Publishing or $23.2MM. MVL CY Avg. EBITDA (1,2) $260.7 MVL CY Avg. Licensing EBITDA Mix MVL CY Avg. Total EBITDA Mix (2) S-M Merch. & Film Participations Other Licensing Total S-M Business Other S-M - MVL Share of S-M Merch. EBITDA Post Audit & Hasbro True-up, $138.2 S-M Publishing, $23.2 Other, ($26.8) S-M Film Participations, $8.0 Total S-M Licensing, $146.2 Total S-M, $169.4 Other Licensing, $55.6 Other Publishing, $23.2 Film Production, $39.2

Work in Progress Internal View: Potential Areas of Debate with Marvel Value of SPE's stake, independent of controls Marvel may argue that the value should incorporate –Risk in the Spider-man reboot –Last 3 year average of $35MM (ignore $10MM in audit and Hasbro true-up) –Current year run-rate of $22MM –Market multiples of 10x or lower implies value of $220MM to $350MM SPE will counter –Adjusted historical earnings of $45MM –Multiple should reflect growth and Spider-Man's brand power (top boys brand, top film franchise) Disney’s retail infrastructure will drive growth beyond Marvel’s, particularly internationally and in new media (video games, internet, and mobile content) S-M has grown with every new film release Next Hasbro contract is already signed and greater than last contract Commissions will be eliminated Value of lifting controls SPE will argue that we lose exposure for the Film if retail focus shifts to non-film product; and Disney benefits both on its Spider-Man merchandise and ability to drag-through other Disney merchandise Marvel may argue –If controls are lifted without a sale: SPE does not need to be compensated; SPE still financially participates in the growth that will be driven by lifting these controls –If controls are lifted in conjunction with a sale: SPE does not need to be compensated; SPE benefits from the increased exposure Marvel will drive for Film page 6