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

2. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT page 1 Key Questions and Working Hypotheses QuestionsHypotheses What impact will Disney ownership have on Spider-Man merchandise? Disney can and will drive further growth in Spider-Man Disney’s incentives do not encourage success of other Marvel characters to come at expense of Spider-Man What is the value of SPE’s interest independent of a deal? Roughly $300MM before Disney grows revenues Roughly $400MM with growth from Disney Will Disney/Marvel insist we ease protections and sell our full interest? If so, what are the risks of easing protections and can we secure a premium for doing so? Disney is likely to insist on adjustments to black- out and retail promotions Revising some protections can be done with limited risk and may be justified by a potential premium

3. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT Disney has significant incentives to continue to support the Spider-Man merchandise business With Marvel leading sales, Spider-Man has become an evergreen retail property, similar to Mickey Mouse –Spider-Man is a consistent Top 5 overall merchandise brand and Top 3 boys merchandise brand –Maintains relevancy and provides retail leverage for the entire portfolio Spider-Man is critical to Disney’s boys strategy –Growth in boys demo is primary corporate objective for Disney CP –Library of boys properties was primary strategic rationale for Marvel acquisition –S-M is considered premier property in boys category Disney needs to support the Spider-Man business to justify the Marvel acquisition price –Substantial piece of Marvel’s current business (62% of overall EBITDA, 69% of total licensing EBITDA) –Marvel acquisition premium suggests aggressive growth targets Disney has the opportunity to extract substantial incremental value from the Spider-Man merchandise business through its CP engine, particularly in international regions –52/48 domestic/international split vs. 40/60 for Disney CP –Eliminate 25% commissions through shift from international agents to Disney sales force page 2

4. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT page 3 The Spider-Man merchandise business accounts for a majority of both Marvel’s licensing and overall profits 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. 2007-09 MVL Avg. EBITDA (1,2) $260.9 MVL 2007-09 Avg. Licensing EBITDA Mix MVL 2007-09 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, $131.1 S-M Publishing, $23.2 Other, ($26.8) S-M Film Participations, $8.0 Total S-M Licensing, $139.1 Total S-M, $162.3 Other Licensing, $62.9 Other Publishing, $23.2 Film Production, $39.2

5. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT page 4 Disney is likely to drive upside in Spider-Man merchandise revenues Base Case$40 M Historical average, some increase for audit claims, S-M4 in FY13, S-M5 in FY15, S-M6 in FY18 Downside($4 M) 10% decrease in overall merchandise if S-M4 underperforms Upside Potential - Disney Growth from International$11 M Expand from 52/48 international to 60/40 (in-line with Disney overall) Growth from Disney Retail$1 M Disney starts selling in Disney-owned retail and theme parks Eliminate Int’l Commissions$4 M25% commissions eliminated Food + Other CategoriesMinimal Limited value in freeing up food categories given current regulatory environment Source:MPG and CorpDev analysis. Approximate Annual Revenue Forecast to SPE Assumptions

6. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT We need to determine whether a deal would include a premium A deal at $300-$400 M is inline with what we would receive without a deal and avoids downside risk SPE Share of Spider-Man Merchandise Rights Valuation Source:SPCP and CorpDev analysis. Note:DCF based on perpetuity growth rate of 2.0%, discount rate of 9.0% and Disney’s effective tax rate of 36.2%. * Other increases include Disney selling S-M merch in Disney parks & resorts, in Disney stores, and online sales. page 5 Scenarios DownsideBase Case Disney Int’l and Retail Eliminate Int’l Commissions Premium -$32 +$102 +$34 ? Upside Potential

7. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT Premium Included in Disney’s Acquisition of Marvel Source:SEC filings and CorpDev analysis. Note:* Multiples based off LTM EBITDA for entertainment, CP, licensing, and publishing comparables ** Multiples based off trailing 3-yr. avg. Marvel EBITDA ($273.1MM) less trailing 3-yr. avg. SPE share of film merchandise ($12.2MM) or $260.9MM page 6 Comparable Company Multiples* Marvel Pre-Deal Trading Multiple** Disney/Marvel Bid Multiple** Disney/Marvel Acquisition Multiple** +31% +30% +8.1% Driver of Premium Disney control + synergies Disney stock price run-up Superior growth prospects for all Marvel properties

8. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT SPE may only be able to argue for a portion of the control premium Disney paid for Marvel page 7 Disney Rationales for Marvel Acquisition SPE Should Participate in Premium? Comments Drive international growth, particularly for Marvel licensing business Yes Substantial international growth potential at 52%/48% domestic vs. international split vs. 40%/60% for Disney CP Spider-Man represents major share of Marvel international growth potential Produce content featuring other Marvel characters Possibly Argument requires SPE to provide increased retail flexibility that would allow other Marvel characters to draft off Spider-Man’s retail strength Extend and grow Marvel properties on new media (video games, Internet, mobile content) Possibly SPE only participates to the extent Disney’s new media extensions boost Spider-Man merchandise Take Marvel film distribution in-house upon expiration of distribution deal with Paramount in 2012 NoNot relevant for Spider-Man

9. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT Potential Sources of Premium Sale of 100% of our S-M merchandise participation Increase Marvel participation in retail promotion for Film merchandise Ease Classic “black-out” window Ease or lift certain food category constraints page 8 Disney is likely to insist on adjustments to SPE retail protections, which we would consider if they are exchanged for a premium and we are comfortable with the impact SPE AsksOff the Table Payment for audit Payment for value of growth drivers –International growth –Disney retail growth –Eliminate commissions Premium Restrictions on ability for SPE to promote film (independent of merchandise at retail) Increased SPE commitment to release new films (already committed to release to retain rights) Increase Marvel participation in Spider- Man films Negotiating Dynamics

10. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT page 9 Easing the “Black-out” will not work for either party if the outcome is a significant reduction of Film merchandise at retail Easing the “Black-out” may be workable for both parties if –Disney / Marvel is satisfied Provide administrative and financial benefit by allowing Classic characters to maintain shelf presence; (particularly helpful for small licensees that cannot afford cost of Film merchandise) Allow introduction of non-Film merchandise with new looks to further expand the franchise and seed product; increase continuity during non-Film years Allow Disney/Marvel to allow new Spider-Man merchandise types drag along on Film promotion –SPE is protected A minimum percentage of retail presences that is dedicated to Film merchandise On a practical basis, SPE has made exceptions allowing Classic merchandise in the past and Disney/Marvel have strong incentives to satisfy retailer and customer demand for Film merchandise Potential Path Forward on the Classic Merchandise “Black-out”

11. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT page 10 Increasing Marvel’s role in retail promotion for Film merchandise will not work for either party if it divorces retail promotion from Film creative Increasing Marvel’s role may be workable for both parties if –Disney / Marvel is satisfied Move Disney/Marvel to a leadership position in discussions with retailers about retail merchandise promotional campaigns and elements Allow Disney/Marvel to better coordinate discussions with retails about Spider-Man promotion and other character promotion –SPE is protected Promotional elements relate specifically to Spider-Man films; no co-mingling of other characters and no co-mingling of Classic merchandise (effectively a creative “black-out) SPE retains control of creative direction (style guide) and creative execution SPE retains the right to be in the room for discussions with retailers Potential Path Forward on Promotion of Film Merchandise

12. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT Key DatesNegotiating Milestones May 7, 2010Iron Man 2 released May 14, 2010Both parties exchange audit reports Jul 13, 2010 Each side responds to the other side’s audit report Aug 24, 2010End of audit report negotiation period ~Sep 30, 2010 (1) Disney fiscal year end TBD 2010 Hearing date for audit claims (at least 30- days after Aug 24; could occur on Oct 2011 or later) Mar 31, 2011SPE fiscal year end Jun 20, 2011 Estimated date for hearing on non-audit claims Negotiating Milestones Commence discussion late May Agree on common base of financials in June Trade on key terms (Jul, Aug, Sep) Target completion prior to arbitration ruling (Sep/Oct+; may depend on whether Disney desires to complete in their fiscal year end) Source:SPE Legal. Note:(1) Disney’s fiscal year ended on October 3 in 2009, September 27 in 2008, and September 29 in 2007. page 11

13. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT page 12 Initial Contact –Interplay between Ike Perlmutter and Bob Iger 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 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

14. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT Next Steps page 13 Preview findings with key constituents Determine in more detail if key controls can be modified rather than eliminated (with G. Leon and R. Toll) Refine approach to negotiating strategy (based on today’s discussion) Broader meeting on April 27, 2010

15. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT CONFIDENTIAL APPENDIX A Summary of Marvel Deal page 14

16. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT Disney / Marvel Deal Summary Source:SEC filings and SPE CorpDev analysis. Note:(1) Adjusted EBITDA defined as Total EBITDA less SPE share of film merchandise page 15 Transaction AnalysisI. Perlmutter Considerations Based on public filings, it appears that Perlmutter has an employment contract with an estimated $19.4MM cash severance paid on early termination (within 12 months following the closing date) No reported earn-out structure from merger documents or news runs At Disney, Perlmutter will be the most senior executive running the licensing and publishing businesses but not the film production business Received approximately $1.6BN in stock and cash from the transaction

17. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT page 16 Deal Mechanics Fixed Exchange Ratio & Ownership Split with No Cap Note:(1) Disney share price x exchange ratio (2) If the stock consideration falls below 40% of the total consideration, the following adjustment will be made: for each 0.0001 increase to the exchange ratio that is made, the amount of cash paid per share of Marvel common stock will be reduced by the product of 0.0001 multiplied by the average of $26.84 and the closing date price (3) Marvel shares outstanding x exchange ratio Disney’s stock price rose between bid and close; thus the value delivered to Marvel shareholders rose as Disney’s stock price rose between bid and close Disney / Marvel Deal Mechanics

18. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT CONFIDENTIAL APPENDIX B Additional Detail page 17

19. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT Valuation of SPE Share of Merchandise Business: Comparable Company Analysis Comparable Company Analysis Source:SEC filings and Wall Street research. page 18

20. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT Gain If Sold at New Values page 19 Source:MPG. Sale Value ($ M)$150$175$200$250$275 $300$350$400$450$500 FY Gross Profit$127$150$173$220$244 $267$315$364$413$462 Amortization Rate 16%15%14%12%11% 10%9%8% Partial SaleFull Sale

21. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT General Assumptions  Revenues projections equal SPE current base case assuming: S-M 4 performs on par Disney does not get distracted even as Marvel has other properties Spider-Man Merch Rights Valuation: Key Assumptions Source:SPE Consumer Products and SPE CorpDev estimates. Revenue Projections excluding Disney Quantifiable Uplift General Assumptions  Revenues projections equal SPE current base case + Disney uplift assuming: Domestic vs. international mix shifts from 52/48 to 40/60 (implies 62.5% international growth) International commissions savings: 25% of international gross revenue Disney sells S-M merch in Disney parks & resorts: $186k / year Disney sells S-M merch in Disney stores: $160k / year Online sales: $153k / year Revenue Projections including Disney Quantifiable Uplift DCF Assumptions  Disney WACC of 9.0%  Disney effective tax rate of 36.2%  Perpetuity growth rate ranges from 2.0% - 3.0% (implied exit multiple of 14.3x - 16.7x)  Terminal year revenue = 5-year average of Spider-Man Film and Classic merch (FY16-FY20) plus other increases DCF Assumptions page 20

22. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT SPE Share of Worldwide Spider-Man Merchandise Revenue: Historical Performance (FY02-FY10) Source:SPCP, SPE Legal and SPE CorpDev analysis. Notes:1. Marvel paid on Nov. to Nov. qtr. calendar schedule; these calendar pmts. were shifted back by 1-mo. to estimate qtr. allocations to the traditional and fiscal calendars. 2. Current audit includes multi-character advance claim of $27 M + other claims of $550 K from FY05-FY09. 3. FY09 spike is due to Marvel having received a large advance for its renewal of the Hasbro license. page 21

23. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT SPE Share of Worldwide Spider-Man Merchandise Revenue: Projected Performance (FY11-FY20) Source:SPCP, SPE Legal and SPE CorpDev analysis. Notes:1. Marvel paid on Nov. to Nov. qtr. calendar schedule; these calendar pmts. were shifted back by 1-mo. to estimate qtr. allocations to the traditional and fiscal calendars. 2. Current audit includes multi-character advance claim of $27 M + other claims of $550 K from FY05-FY09. 3. FY09 spike is due to Marvel having received a large advance for its renewal of the Hasbro license. page 22

24. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT Valuation Expectations – Post-Audit Numbers Before Premium+PremiumAfter Premium ScenariosValueMultiple*Value RangeMultiple* Deal; No Control Premium, Uplift for Int’l Commissions $453.310.4x$566.6$589.3 13.0x - 13.5x Min. Acceptable RangeFocus of Negotiations No Deal; Disney Performs Internationally & Other Increases* $418.99.6x$523.6$544.6 12.0x - 12.5x No Deal; No Disney Uplift $317.17.3x$396.4$412.2 9.1x - 9.4x No Deal; S-M4 Underperforms $285.46.5x$356.8$371.0 8.2x - 8.5x 25% - 30% page 23 Note:* Trailing calendarized 3-yr avg. SPE share of merchandise revenues (post audit) = $43.7MM However, SPE’s initial negotiating position will be for the 15.9x DIS/MVL multiple at close

25. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT Valuation Expectations – Pre-Audit Numbers Before Premium+PremiumAfter Premium ScenariosValueMultipleValue RangeMultiple Deal; No Control Premium, Uplift for Int’l Commissions $453.312.3x$566.6$589.3 15.4x- 16.0x Min. Acceptable RangeFocus of Negotiations No Deal; Disney Performs Internationally & Other Increases* $418.911.4x$523.6$544.6 14.2x- 14.8x No Deal; No Disney Uplift $317.18.6x$396.4$412.2 10.7x- 11.2x No Deal; S-M4 Underperforms $285.47.7x$356.8$371.0 9.7x- 10.1x 25% - 30% page 24 Note:* Trailing calendarized 3-yr avg. SPE share of merchandise revenues (pre-audit) = $36.9MM However, SPE’s initial negotiating position will be for the 15.9x DIS/MVL multiple at close

26. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT Spider-Man 3 Lifetime Film Revenues by Category Source:SPCP and SPE CorpDev analysis. page 25

27. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT Spider-Man 3 Lifetime Implied Classic Revenues by Category Source:SPCP and SPE CorpDev analysis. Note:Assumed Classic merch has similar dynamic to Film merch. page 26

28. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT page 27 SPE Share of Worldwide Spider-Man Merchandise Revenue: Historical Performance (FY02-FY10) Source:SPCP, SPE Legal and SPE CorpDev analysis. Note:1. Historical Classic merch represents what SPE believes SPE should have received per 2004 audit, which includes what Marvel paid + SPE asserted underpayments of $1.5 M in FY02, $5.1 M in FY03 and $8.6 M in FY04. FY05-FY06 figures include current claims from current audit totaling $27.1 M. 2. Film merch for S-M1 and 2 include toy biz merch. 3. FY02-FY10 avg excludes SPE claim for $9.5M in FY09 against advance Marvel received for Hasbro license renewal. S-M 1S-M 2S-M 3 HISTORICAL (Includes Estimated Audit Adjustments) FCST Average 3 $35.4 M Indicates Release Year $9.5 3 122

29. PRIVILEGED/WORK PRODUCT; PREPARED AT THE REQUEST OF LEGAL COUNSEL DRAFT page 28 SPE Share of Worldwide Spider-Man Merchandise Revenue: Projected Performance (FY11-FY17) Source:SPCP, SPE Legal and SPE CorpDev analysis. Note:Film merch revenue represents figures net of int’l commissions/taxes/bank. S-M 4 PROJECTED S-M 5 Indicates Release Year Average $40.9 M