PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT CONFIDENTIAL Spider-Man Merchandise Business Update June 2010

PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT page 1 We recommend initiating contact for a sale process Audit Status and Timing –Preliminary review of Marvel’s $15.3MM claim (before interest) completed –SPE and Marvel owe each other responses on claims by July 13 but we should not wait for this to discuss a sale process Marvel requests more time to review claims Marvel seeks to initiate audit of Spider-Man 3 and the animated series; seeks to bring their Spider-Man 1 and Spider-Man 2 claim current SPE could seek to bring our audit current (now runs through 3/31/09) –SPE can ask for an audit claim hearing in October 2010 Other legal matters –Infringement claim hearing would not be until October 2011 Performance of Iron Man merchandise and rumored status of Captain America imply Spider-Man will remain a key value driver for Disney –Retailers have told us that Iron Man merchandise sell-through is dropping off and is generally viewed as being “good not great” –Spider-Man 3 remains the benchmark for strong performance –Initial rumors that Captain America may not have broad merchandise appeal outside of the U.S. Status Update

PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT page 2 Tone of initial conversation –Driven by current animosity and implication that Marvel appears to want SPE out –Start with the premise that we seek to better monetize for both Topics to address –Buy-out value and structure should not slow or halt audit process –Valuation should reflect multiple paid in Disney / Marvel acquisition (16x) –While audit review process will continue; if a sale price and structure can be agreed, there may be potential to resolve audits and avoid an audit “arms race” Topics to defer –Adjustment to our protections (black-out window and management of retail promotions Initiating Discussions

PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT page 3 Initial Contact –Interplay between Ike Perlmutter and Bob Iger Ongoing Negotiations –Is Disney willing to pay a premium for our protections –Ike will clearly be involved, need to monitor his motivations Personal desire to “fix” the last deal vs. opportunity to utilize “Disney’s money” to secure what he wants Should be less sensitive to price than when he was Marvel’s owner or than if he had an earn-out –Disney corporate used as a counter-point for SPE Corporate Development to ensure “rational” negotiations –What role does Andy Mooney play in negotiations Negotiating Considerations

PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT page 4 Valuation: Positioning for Initial Discussions Source:SPCP, SPE Legal and SPE CorpDev analysis. Note:1.Excludes Hasbro-related claim of $9.5 M as of 3/31/09. 2.Audit is through 3/31/09; payment has since been made against a subset of claims and additional underpayments are believed to have occurred between 3/31/09 and present. SPE Share of Worldwide Spider-Man Merchandise Revenue

PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT page 5 Hasbro “Steady State” Source:SPCP, SPE Legal and SPE CorpDev analysis. “Steady State” Hasbro Deal ($M)

PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT page 6 Disney / Marvel Multiple Source:SEC filings and SPE CorpDev analysis. Note:(1) Adjusted EBITDA defined as Total EBITDA less SPE share of film merchandise Deal Multiples

PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT page 7 SPE Audit Claims Source:SPE Legal.