Walt Disney Company (DIS)

(11) such other Base Rate or interest rate formula as may be set forth in the applicable Pricing Supplement.  In addition, a Floating Rate Note may bear interest calculated by reference to the lowest of two or more Base Rates determined in the same manner as the Base Rates are determined for the types of Notes described above.  Each Floating Rate Note will specify the Base Rate or Rates applicable thereto.

(ii)  Calculation of Rate by Reference to Base Rate and, as Applicable, Spread, Spread Multiplier and Index Maturity.  The interest rate on each Floating Rate Note will be calculated by reference to the specified Base Rate or the lowest of two or more specified Base Rates, in either case plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any. The “Spread” is the number of basis points to be added to or subtracted from the related Base Rate or Rates applicable to such Floating Rate Note.  The “Spread Multiplier” is the percentage of the related Base Rate or Rates to be multiplied to determine the applicable interest rate on such Floating Rate Note.  The “Index Maturity” is the period to maturity of the instrument or obligation with respect to which the related Base Rate or Rates are calculated.  Each Floating Rate Note and the applicable Pricing Supplement will specify the Index Maturity and the Spread or Spread Multiplier, if any, applicable thereto.

(iii) Interest Reset Periods; Interest Reset Date.  Each Floating Rate Note and the applicable Pricing Supplement will specify whether the rate of interest on such Floating Rate Note will be reset daily, weekly, monthly, quarterly, semiannually or annually (each, an “Interest Reset Date”) and the period between Interest Reset Dates (each, an “Interest Reset Period”).  Unless otherwise specified in a Floating Rate Note and the applicable Pricing Supplement, the Interest Reset Date will be, in the case of a Floating Rate Note which resets (l) daily, each Business Day; (2) weekly, the Wednesday of each week (with the exception of weekly reset Treasury Rate Notes, which reset the Tuesday of each week, except as specified in paragraph (iv) below); (3) monthly, the third Wednesday of each month, other than Eleventh District Cost

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of Funds Rate Notes, which will reset the first calendar day of each month; (4) quarterly, the third Wednesday of March, June, September and December of each year; (5) semiannually, the third Wednesday of each of the two months specified in such Pricing Supplement; and (6) annually, the third Wednesday of the month specified in such Pricing Supplement.  If any Interest Reset Date for any Floating Rate Note would otherwise be a day that is not a Business Day, such Interest Reset Date will be postponed to the next succeeding day that is a Business Day, except that in the case of a LIBOR Note or a EURIBOR Note (or a Note for which LIBOR or EURIBOR is the applicable Base Rate), if such Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the last Business Day in the preceding month.

(iv)  Interest Determination Date.  The interest rate applicable to each Interest Reset Period commencing on the Interest Reset Date or Dates with respect to such Interest Reset Period will be the rate determined on the applicable “Interest Determination Date.” Unless otherwise specified in an applicable Pricing Supplement, (a) the Interest Determination Date with respect to a Commercial Paper Rate Note (the “Commercial Paper Interest Determination Date”), a Federal Funds Rate Note (the “Federal Funds Interest Determination Date”) and a Prime Rate Note (the “Prime Rate Interest Determination Date”), will be the Business Day preceding each Interest Reset Date, (b) the Interest Determination Date with respect to a CD Rate Note (the “CD Interest Determination Date”), and a J.J. Kenny Rate Note (the “J.J. Kenny Interest Determination Date”), will be the second Business Day preceding each Interest Reset Date, (c) the Interest Determination Date with respect to a LIBOR Note (the “LIBOR Interest Determination Date”) will be the second London Business Day preceding each Interest Reset Date, (d) the Interest Determination Date with respect to a EURIBOR Note (the “EURIBOR Interest Determination Date”) will be the second TARGET Business Day preceding each Interest Reset Date, (e) the Interest Determination Date with respect to an Eleventh District Cost of Funds Rate Note (the “Eleventh District Cost

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of Funds Interest Determination Date”) will be the last working day of the month immediately preceding each Interest Reset Date on which the Federal Home Loan Bank of San Francisco publishes the Eleventh District Cost of Funds Index and (f) the Interest Determination Date with respect to a CMT Rate Note (the “CMT Interest Determination Date”) will be the second U.S. Government Securities Business Day preceding each Interest Reset Date.  Unless otherwise specified in an applicable Pricing Supplement, the Interest Determination Date with respect to a Treasury Rate Note (the “Treasury Rate Interest Determination Date”), will be the day in the week in which the Interest Reset Date falls on which day Treasury Bills (as defined below) normally would be auctioned or, if no such auction is held for a particular week, the first Business Day of that week; provided, however, that if, as a result of a legal holiday, an auction is held on the Friday of the week preceding the Interest Reset Date, the related Interest Determination Date shall be such preceding Friday; and provided, further, that if an auction shall fall on any Interest Reset Date, then the Interest Reset Date shall instead be the first Business Day immediately following such auction.  Unless otherwise specified in the applicable Pricing Supplement, the Interest Determination Date pertaining to a Note the interest rate of which is determined with reference to two or more Base Rates will be the latest Business Day which is at least two Business Days prior to such Interest Reset Date for such Note on which each Base Rate shall be determinable.  Each Base Rate shall be determined and compared on such date, and the applicable interest rate shall take effect on the related Interest Reset Date.

(v)          

(11) such other Base Rate or interest rate formula as may be set forth in the applicable Pricing Supplement.  In addition, a Floating Rate Note may bear interest calculated by reference to the lowest of two or more Base Rates determined in the same manner as the Base Rates are determined for the types of Notes described above.  Each Floating Rate Note will specify the Base Rate or Rates applicable thereto.

(ii)