DRAFT ATTORNEY-CLIENT PRIVILEGEDCONFIDENTIAL SPE-Marvel Spider-Man Relationship: Restructuring and Monetization Opportunity February 2011

DRAFT ATTORNEY-CLIENT PRIVILEGED page 1 SPE’ s participation in Spider-Man merchandise has been lucrative but is largely passive, has come with friction with Marvel, and is at risk of potential future decline –Merchandise licensing activities (a key driver of merchandise revenues) are led by Marvel today –Partners continue to audit each other –Each partner has protections and controls over the other’s S-M-related activity –Future prospects for S-M merchandise are uncertain, with growth potential driven by Disney potentially offset by decline risk driven by film reboot and increasing competition Following Disney’s acquisition, Marvel has proven willing to “buy back” interests in key Marvel properties, creating an opportunity to address issues by restructuring the S-M relationship –Revise operating relationship to minimize disruptions to each business –Monetize a portion of SPE’s net participation upfront to eliminate SPE downside risk –Pay out remainder based on box office to fairly compensate SPE for successful film reboot –Simplify payment structure to reduce potential for future audit disputes Preliminary agreement on financial terms has been reached, with negotiations on the revised operating relationship in progress –$175MM upfront payment to SPE plus elimination of Marvel’s participation in S-M films would generate a gain of approximately $190MM (specific level subject to 3 rd party valuation, which is in progress) –Up to $35MM more per S-M film released, scaled by box office, with cumulative cap of $130MM per 10 year period –A 3 rd party valuation firm has been engaged; internal analysis implies deal value is at midpoint of the range if many more films are released and high end of the range if only a few more films are released –Specifics of revised operating relationship TBD, but believe that both parties will want agreement on decreasing Marvel’s oversight of SPE’s film production and decreasing SPE’s controls over Marvel’s merchandise efforts Executive Summary

DRAFT ATTORNEY-CLIENT PRIVILEGED page 2 Marvel pays SPE 25% of all S-M merchandise revenue for both Classic (1) and Film (2) SPE pays Marvel 5% of Gross Proceeds (“GP”)(3) from S-M films SPE film rights must be repeatedly renewed –SPE must give “Extension Notice” and pay ½ of $10MM production advance recoupable against Marvel film participation (increases incremental $0.5MM per release after current film) within 9 months after release of prior film –SPE must start next film and pay balance of license fee within 3 years after Extension Notice or production rights and merchandise participation expires (although SPE may continue to exploit existing films) –SPE must release next film within 5 years after Extension Notice or production rights and merchandise participation expires Merchandise Business Marvel performs all functions for Classic merchandise and carries out licensing sales for Film merchandise SPE leads retail marketing and promotion and talent relations for Film merchandise SPE has protections for marketing and promotions of S-M films and Film merchandise –“Black-out” requires Marvel to use reasonable commercial efforts to minimize inventory of Classic merchandise in retail stores at least 6 months prior to film release –Control of style guide for Film merchandise –Exclusive categories for film co-promotions (e.g., QSR’s, soft drinks and consumer electronics) Film Business Financial Terms Existing Relationship: Key Considerations (1)Merchandise not related to S-M films or television series (2)Merchandise related to S-M films (3)Gross film revenue (incl. only 30% of video revenue) less MPAA dues, theatrical checking/collection costs, foreign withholding, taxes and residuals

DRAFT ATTORNEY-CLIENT PRIVILEGED page 3 Challenge Cause(s) Within Existing Relationship Potential Resolution in Restructured Relationship (subject to further negotiations) Marvel claims “black-out” hampers ability to fully capitalize at retail Responsibilities for retail marketing and promotion and merchandise operations split amongst partners SPE has approvals and controls over film merchandise Lift “black-out” provisions Soften or eliminate SPE approvals or controls over Film merchandise Simplify distinction on promotional categories that are exclusive to SPE, exclusive to Marvel, or open to both Marvel alleges that SPE’s co-promotional efforts with other Sony products breach the agreement and “hi-jack” the brand resulting in repeated arguments that are costly and time consuming Sharing of merchandise revenue and controls create friction Eliminate sharing SPE has concerns that Marvel’s approvals could impede film production and/or creative decisions Marvel has approvals over costume, powers, and origin story within films Limit or eliminate Marvel approvals over film content Throughout the relationship, SPE and Marvel have engaged in mutual audits and litigation over audits and other issues that are costly and time consuming Participations require complex accounting from each party to other Audits/litigation can be used as leverage by Marvel to gain other objectives Simple payment scheme based on publicly available financial information (i.e., box office) The revised operating structure would address challenges in the existing relationship

DRAFT ATTORNEY-CLIENT PRIVILEGED page 4 Historical Net Participations to SPE Source:SPCP, SPE Legal and SPE CorpDev analysis. S-M 1S-M 2S-M 3 SPE and Marvel Historical S-M Participations ($MM, excl. Audit Adjustments) FCST $3.1$6.3$25.0$7.2$20.2$27.1$29.0$30.4$16.3 Net to SPE

DRAFT ATTORNEY-CLIENT PRIVILEGED page 5 Uplift driven by Disney consumer products infrastructure –International growth –Sales in Disney-owned retail channels –Elimination of international commissions Total S-M Merchandise Revenue SPE Net Participations: Future Outlook Risk that future films are less popular than prior films, which included 3 of the 4 biggest superhero movies of all time Competition in marketplace from other superhero (e.g., Captain America, Thor, Iron-Man, The Avengers, X- Men, Green Lantern, Batman, Superman) In light of uncertain future participations, deal is structured to insulate against downside risk –Upfront payment SPE provides a floor and mitigates risk of future decline –Additional future payments that pay SPE at S-M3 peak levels if film performance is sustained Potential Growth Drivers Potential Decline Risks

DRAFT ATTORNEY-CLIENT PRIVILEGED page 6 Deal Structure Note: Cash flows are pre-tax. NPV assumes discount rate of 11.5% and a valuation date of 3/31/11. (1)Assumes films released in 2012, 2014, and 2017 with frequency continuing thereafter in perpetuity (i.e., 3 films per decade). (2)NPV assumes 3 releases per decade; higher/ lower release frequency increases/decreases value. Contingent payment NPV range equates to $600MM to $900MM in worldwide box office performance. Terms Payment to SPE at Close Contingent Payments to SPE Expected NPV $175MM Payment of up to $35MM to SPE per film release –Pro-rated from $0 to SPE at $0 of WWBO to $35MM to SPE at $1B of WWBO –Equates to $3.5MM to SPE for every $100MM of WWBO Cap of $130MM in cumulative per film payments per decade $175MM$62MM to $94MM (2) $237MM to $269MM Simplifying assumption that films released into perpetuity; detailed analysis will probability weight future releases which will decrease NPV of contingent payments

DRAFT ATTORNEY-CLIENT PRIVILEGED Below is SPE's preliminary internal analysis. The scenarios represent the extreme cases of (a) unlimited number of films being released into perpetuity or (b) only 3 films being released A third-party (Houlihan Lokey, "HL") has been engaged to conduct a more formal valuation. SPE is working with HL to create a mid-case, that probability weights the likelihood of future releases page 7 Preliminary Internal Valuation Analysis: Low to High Case NPVs at Various Box Office Levels Films In Perpetuity 3 More Films Only At Deal: $237M $248M $258M $269M $216M At Deal: $209M $223M Note: Cash flows are pre-tax. NPV assumes discount rate of 11.5% and a valuation date of 3/31/11. Assumes films released in 2012, 2014 and 2017 with frequency continuing thereafter in perpetuity case (i.e., 3 films per decade) and ending in 2017 for 3 More Films Only case. Net NPV to SPE with No Deal Net NPV to SPE with Deal

DRAFT ATTORNEY-CLIENT PRIVILEGED page 8 Status and Next Steps High-level payment structure agreed upon High-level revised operating relationship discussed preliminarily SPE to preview the transaction with senior executives at SCA and Sony Corporate SPE and Marvel to meet to formalize go-forward operating relationship