Walt Disney Company (DIS)

records for any such transactions. Transactions are presented to the Governance and Nominating Committee of the Board (or to the Chairman of the Committee if the Committee delegates this responsibility) for approval before they are entered into or, if this is not possible, for ratification after the transaction has been entered into. The Committee approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company, including whether the transaction impairs independence of a Director. The policy does not require review of the following transactions:

Director John Bryson’s wife, Louise Bryson, served during the fiscal year as a consultant to Lifetime Entertainment Television, a cable television programming service in which the Company had an indirect 50% equity interest during most of the fiscal year (and which was merged with A&E Television Networks, a joint venture that is 42% owned by the Company, in the fourth quarter of the fiscal year). Ms. Bryson received an aggregate salary (including car allowance and payments of deferred compensation) of $668,546 for her services with Lifetime during fiscal 2009 and received a bonus of $433,031 in fiscal 2009 with respect to her services in fiscal 2008. Under her employment agreement and her separation agreement entered into in connection with her retirement from Lifetime, Ms. Bryson was entitled to continue receiving her base compensation and benefits through April 30, 2009, but is not entitled to receive any incentive compensation thereafter. This ongoing relationship was reviewed and approved by the Governance and Nominating Committee under the Related Person Transaction Approval Policy at the beginning of fiscal 2009. Ms. Bryson also received a lump sum payment of pension benefits in the amount of $1,441,536 and monthly annuity payments totaling $12,884 in fiscal 2009. In addition, as noted above, Lifetime acquired programming and purchased advertising time from, and sold advertising time to, Company subsidiaries, but the Company believes that neither Mr. Bryson nor Ms. Bryson had a material direct or indirect interest in those transactions.

During fiscal year 2009, Fidelity Management Trust Company (FMTC) served as trustee of the Company’s 401(k) plan and the Company paid FMTC approximately $400,266 in fees for this and ancillary services. Additionally, entities affiliated with FMTC benefit from fees incurred by plan participants on balances invested in mutual funds through the plan. FMTC and its affiliated entities are subsidiaries of FMR LLC, which was the beneficial owner of more than 5% of the Company’s outstanding shares at the end of the fiscal year. This relationship has been in place since before FMR LLC was the beneficial

owner of more than 5% of the Company’s outstanding shares, and the ongoing relationship was reviewed and approved by the Governance and Nominating Committee under the Related Person Transaction Approval Policy in December 2009.

There was one transaction subject to review under this policy during fiscal 2008. Director John Bryson’s wife, Louise Bryson, served during the fiscal year as President—Distribution and Affiliate Business Development for (and continues to serve as a consultant to) Lifetime Entertainment Television, a cable television programming service in which the Company has an indirect 50% equity interest. Ms. Bryson received an aggregate salary (including car allowance and payments of deferred compensation) of $627,717 for her services with Lifetime during fiscal 2008 and received a bonus of $433,289 in fiscal 2008 with respect to her services in fiscal 2007. She is also eligible for an annual bonus for fiscal 2008, although as of December 31, 2008, no bonus determination for 2008 had been made by Lifetime with respect to

Ms. Bryson. Under her employment agreement and her separation agreement entered into in connection with her retirement from Lifetime, Ms. Bryson is entitled to continue receiving her base compensation and benefits through April 30, 2009, but is not entitled to receive any incentive compensation for 2009. In addition, as noted above, Lifetime acquired programming and purchased advertising time from, and sold advertising time to, Company subsidiaries, but the Company believes that neither Mr. Bryson nor Ms. Bryson had a material direct or indirect interest in those transactions.

During fiscal year 2008, Fidelity Management Trust Company (FMTC) served as trustee of the Company’s 401(k) plan and the Company paid FMTC approximately $201,000 in fees for this and ancillary services. Additionally, entities affiliated with FMTC benefit from fees incurred by plan participants on balances invested in mutual funds through the plan. FMTC and its affiliated entities are subsidiaries of FMR LLC, which was the beneficial owner of more than 5% of the Company’s outstanding shares during the year, but was not the owner of more than 5% of the Company’s outstanding shares at the end of the fiscal year. The relationship with FMTC was not reviewed by the Governance and Nominating Committee under the review policy described above because the relationship was entered into when FMR LLC was not the beneficial owner of 5% of the Company’s shares.

possible, for ratification after the transaction has been entered into. The Committee approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company, including whether the transaction impairs independence of a Director. The policy does not require review of the following transactions:

There were two transactions subject to review under this policy during fiscal 2007. Director John Bryson’s wife, Louise Bryson, serves as President—Distribution and Affiliate Business Development for Lifetime Entertainment Television, a cable television programming service in which the Company has an indirect 50% equity interest. Ms. Bryson received an aggregate salary (including car allowance and payments of deferred compensation) of $602,023 for her services with Lifetime during fiscal 2007 and received a bonus of $431,091 in fiscal 2007 with respect to her services in fiscal 2006. She is also eligible for an annual bonus for fiscal 2007, although as of December 31, 2007, no bonus determination for 2007 had been made by Lifetime with respect to Ms. Bryson. In addition, as noted above, Lifetime acquired programming and purchased advertising time from, and sold advertising time to, Company subsidiaries, but the Company believes that neither Mr. Bryson nor Ms. Bryson had a material direct or indirect interest in those transactions.

Company president and chief executive officer and Director Robert Iger’s father-in-law, Eugene Bay, is a principal of Eugene Bay Associates, Inc., a marketing company that has been retained by the Company’s subsidiary ESPN, Inc. since 1990 (prior to Mr. Iger’s marriage to Mr. Bay’s daughter) to provide sports marketing services. Mr. Bay’s company received a total of $126,997 in fiscal 2007, including $45,106 for services provided in the prior fiscal year.

During fiscal year 2007, Fidelity Management Trust Company (FMTC) served as trustee of the Company’s 401(k) plan and the Company paid FMTC approximately $87,000 in fees for this and ancillary services. Additionally, entities affiliated with FMTC benefit from fees incurred by plan participants on balances invested in mutual funds through the plan. FMTC and its affiliated entities are subsidiaries of FMR LLC, which became the beneficial owner of more than 5% of the Company’s outstanding shares during the year. The relationship with FMTC has not been reviewed by the Governance and Nominating Committee under the review policy

described above because the relationship was entered into before FMR LLC became the beneficial owner of 5% of the Company’s shares.

On May 5, 2006, the Company completed the acquisition of Pixar, of which Mr. Jobs was Chairman, Chief Executive Officer and a holder of 50.6% of the outstanding shares, in exchange for the issuance of approximately 279 million shares of Company common stock and the conversion of previously issued equity awards into approximately 45 million Disney equity awards. As a shareholder of Pixar, Mr. Jobs received 138,000,004 shares of Company common stock, which was his pro rata portion of the shares issued in the transaction.

Prior to the acquisition of Pixar, the Company and Pixar were parties to a Co-Production Agreement entered into on February 24, 1997. Under the Co- Production Agreement, the Company and Pixar agreed to co-finance the production costs of the animated films covered by the Co-Production Agreement, co-own the films (with the Company having exclusive distribution and exploitation rights), co-brand the films and share equally in the profits of the films and any related merchandise and other ancillary products, after recovery of all marketing and distribution costs (which were financed by the Company), a distribution fee paid to the Company and any other fees or costs, including any third-party participations. The Co-Production Agreement generally provided that Pixar was responsible for the production of such films and that the Company was responsible for the marketing, promotion, publicity, advertising and distribution of such films. The Co-Production Agreement was due to terminate in 2006 but the Company and Pixar entered into a Distribution Letter Agreement on January 27, 2006 to extend the Co-Production Agreement to cover an additional film. The Co-Production Agreement and the Distribution Agreement have now been superseded as a result of

the Company’s acquisition of Pixar. Ancillary to the Co-Production Agreement, the Company also made payments to Pixar for licensing Pixar’s intellectual property and for creative assistance in connection with consumer product designs. As disclosed in Pixar’s annual report on Form 10-K for the fiscal year ended December 31, 2005, for Pixar’s fiscal years 2003, 2004, and

2005, the Company accounted for approximately 94%, 90%, and 93% respectively

of Pixar’s total revenue of approximately $262.5 million, $273.5 million and $289.1 million, respectively.