Walt Disney Company (DIS)

“J.J. Kenny Rate” means, with respect to any Interest Determination Date specified below (a “J.J. Kenny Rate Interest Determination Date”), the per annum rate on the date equal to the index

“J.J. Kenny Rate” means, with respect to any Interest Determination Date specified below (a “J.J. Kenny Rate Interest Determination Date”), the per annum rate on the date equal to the index made available and subsequently published by Kenny Information Systems or its successor. The rate will be based upon 30-day yield evaluations at par of bonds of not less than five “high grade” component issuers. The bonds evaluated will be bonds on which the interest is excludable from gross income for federal income tax purposes under the Internal Revenue Code of 1986. Kenny Information Systems will select such issuers from time to time, including issuers of general obligation bonds. However, the bonds on which the index is based will not include any bonds the interest on which may trigger an “alternative minimum tax” or similar tax under the Code, unless such tax may be imposed on all tax-exempt bonds. If such rate is not made available by 3:00 P.M., New York City time, on the Calculation Date pertaining to that J.J. Kenny Interest Determination Date, the J.J. Kenny Rate will be the rate quoted by a successor indexing agent selected by the Calculation Agent (after consultation with Disney). This rate will be equal to the prevailing rate for bonds included in the highest short-term rating category by Moody’s Investors Service, Inc. and Standard & Poor’s Corporation for issuers selected by such successor indexing agent most closely resembling the “high grade” component issuers selected by Kenny Information Systems. The bonds for which rates are quoted will be bonds that may be tendered by their holders for purchase on not more than seven days’ notice and the interest on which: is variable on a weekly basis; is excludable from gross income for federal income tax purposes under the Code; and does not give rise to an “alternate minimum tax” or similar tax under the Code, unless all tax-exempt bonds give rise to such a tax. If a successor indexing agent is not available, the J.J. Kenny Rate on the J.J. Kenny Interest Determination Date will be the J.J. Kenny Rate for the immediately preceding Interest Reset Period. If there was no such Interest Reset Period, the J.J. Kenny Rate will be the Initial Interest Rate.

“J.J. Kenny Rate” means, with respect to any Interest Determination Date specified below (a “J.J. Kenny Rate Interest Determination Date”), the per annum rate on the date equal to the index made available and subsequently published by Kenny Information Systems or its successor. The rate will be based upon 30-day yield evaluations at par of bonds of not less than five “high grade” component issuers. The bonds evaluated will be bonds on which the interest is excludable from gross income for federal income tax purposes under the Internal Revenue Code of 1986. Kenny Information Systems will select such issuers from time to time, including issuers of general obligation bonds. However, the bonds on which the index is based will not include any bonds the interest on which may trigger an “alternative minimum tax” or similar tax under the Code, unless such tax may be imposed on all tax-exempt bonds. If such rate is not made available by 3:00 P.M., New York City time, on the Calculation Date pertaining to that J.J. Kenny Interest Determination Date, the J.J. Kenny Rate will be the rate quoted by a successor indexing agent selected by the Calculation Agent (after consultation with Disney). This rate will be equal to the prevailing rate for bonds included in the highest short-term rating category by Moody’s Investors Service, Inc. and Standard & Poor’s Corporation for issuers selected by such successor indexing agent most closely resembling the “high grade” component issuers selected by Kenny Information Systems. The bonds for which rates are quoted will be bonds that may be tendered by their holders for purchase on not more than seven days’ notice and the interest on which: is variable on a weekly basis; is excludable from gross income for federal income tax purposes under the Code; and does not give rise to an “alternate minimum tax” or similar tax under the Code, unless all tax-exempt bonds give rise to such a tax. If a successor indexing agent is not available, the J.J. Kenny Rate on the J.J. Kenny Interest Determination Date will be the J.J. Kenny Rate for the immediately preceding Interest Reset Period. If there was no such Interest Reset Period, the J.J. Kenny Rate will be the Initial Interest Rate.

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