Walt Disney Company (DIS)

Benefits and Perquisites

In fiscal 2009, the Committee determined that it would phase out the Family Income Assurance Plan. As described on page 48 below, this plan provides a continuation of a declining portion of an executive’s salary for three years after his or her death while employed by the Company. Pursuant to their current employment agreements, Mr. Iger, Mr. Staggs and Mr. Braverman (as well as certain other executives) are entitled to this benefit. The Committee determined that it would not renew this benefit for executives when their current employment agreements expired or offer it to any other employee. The Company had been reducing the number of executives covered by the plan as employment discussions have focused on other elements of the overall package. In light of the declining focus, the Committee determined to discontinue this benefit for all executives as their current employment agreements expire.

The Committee also reviewed the practice of providing compensation for certain executives who are subject to excise taxes on compensation received on termination following a change in control. As

Benefits and Perquisites

Employment agreements with Mr. Iger, Mr. Staggs, Mr. Braverman and Mr. Mayer provide that each is entitled to participate in employee benefits and perquisites generally made available to senior executives of the Company (except, in the case of Mr. Mayer, the Family Income Assurance Plan). The Company provides benefits to its salaried employees including health care coverage, life and disability insurance protection, reimbursement of educational expenses and access to favorably priced group insurance coverage. The Company provides these benefits to help alleviate the financial costs and loss of income arising from illness, disability or death, to encourage ongoing education in job related areas and to allow employees to take advantage of reduced insurance rates available for group policies.

In addition to the benefits provided to salaried employees generally, executive officers receive benefits and perquisites that are substantially the same as those offered to other officers of the Company at or above the level of Vice President, including: the option of receiving an automobile supplied by the Company (including insurance, maintenance and fuel) or a monthly payment in lieu of the automobile benefit; relocation assistance;

Benefits and Perquisites

Employment agreements with Mr. Iger, Mr. Staggs, Mr. Braverman and Mr. Coleman provide that each is entitled to participate in employee benefits and perquisites generally made available to senior executives of the Company. The Company provides benefits to its salaried employees including health care coverage, life and disability insurance protection, reimbursement of educational expenses and access to favorably priced group insurance coverage. The Company provides these benefits to help alleviate the financial costs and loss of income arising from illness, disability or death, to encourage ongoing education in job related areas and to allow employees to take advantage of reduced insurance rates available for group policies.

In addition to the benefits provided to salaried employees generally, executive officers receive benefits and perquisites that are substantially the same as those offered to other officers of the Company at or above the level of Vice President, including: the option of receiving an automobile supplied by the Company (including insurance, maintenance and fuel) or a monthly payment in lieu of the automobile benefit; relocation assistance; eligibility for reimbursement of up to $450 for health club membership or exercise equipment and reimbursement of up to

$1,500 for an annual physical exam; complimentary access to the Company’s theme parks and some resort facilities and discounts on Company merchandise and resort facilities; and personal use of tickets acquired by the Company for business entertainment when they become available because no business use has been arranged. In addition to the benefits and perquisites provided to vice presidents, executive officers may be eligible to receive basic financial planning services,

Benefits and perquisites

With limited exceptions, the Committee supports providing benefits and perquisites to named executive officers that are substantially the same as those offered to other officers of the Company at or above the level of vice president. Exceptions include eligibility for the Family Income Assurance Plan described elsewhere in this proxy statement; eligibility to receive basic financial planning services; eligibility for enhanced excess liability coverage; and an increased automobile benefit. In addition, and in some instances in the interest of security, the Company may also make available to named executive officers personal use of corporate aircraft and, in the case of the President and Chief Executive Officer, security services and equipment. For additional information on the Family Income Assurance Plan and other benefits and/or perquisites available to named executive officers, see the text following the Summary Compensation Table and “Employment Agreements—Family Income Assurance Plan,” below.

Benefits and perquisites

With limited exceptions, the Committee’s policy is to provide benefits and perquisites to executive officers that are substantially the same as those offered to other officers of the Company at or above the level of vice president. The benefits and perquisites that may be available in addition to those available to other officers of the Company include eligibility for the Family Income Assurance Plan described elsewhere in this Proxy Statement, eligibility to receive basic financial planning services, eligibility for enhanced excess liability coverage and an increased automobile benefit. For additional information on the Family Income Assurance Plan and other benefits and perquisites available to executive officers, see “Employment Agreements—Family Income Assurance Plan” and “—Benefits and Perquisites,” below.