Walt Disney Company (DIS)

With respect to a LIBOR Interest Determination Date, LIBOR will be the rate for deposits in the Index Currency having the Index Maturity designated in the applicable Pricing Supplement, commencing on the second London Business Day immediately following that LIBOR Interest Determination Date, that appears on the LIBOR Page (as defined below) as of 11:00 A.M., London time, on that LIBOR Interest Determination Date.  “LIBOR Page” means either, (a) the display on the page specified in the applicable Pricing Supplement for the purpose of displaying the London interbank rates of major banks for the Index Currency; or (b) if no such page is specified in the applicable Pricing Supplement as the method for calculating LIBOR, the display on Reuters (or any successor service) on the LIBOR 01 page (or any other page as may replace such page on such service) for the purpose of displaying the London interbank rates of major banks for the Index Currency.

With respect to any Interest Determination Date specified below (a “LIBOR Interest Determination Date”), LIBOR will be determined as follows: (a) if “LIBOR Reuters” is specified above, the arithmetic mean of the offered rates for deposits in the Index Currency having the Index Maturity specified above, commencing on the second London Business Day immediately following such LIBOR Interest Determination Date, that appears on the LIBOR Page (as defined below) as of 11:00 A.M., London time, on that LIBOR Interest Determination Date, if at least two such offered rates appear on the LIBOR Page, or (b) if “LIBOR Telerate” is specified above or if neither “LIBOR Reuters” nor “LIBOR Telerate” is specified above, the rate for deposits in the Index Currency having the Index Maturity specified above, commencing on the second London Business Day  immediately following such LIBOR Interest Determination Date, that appears on the LIBOR Page (as defined below) as of 11:00 A.M., London time, on such LlBOR Interest Determination Date. “LIBOR Page” means either:  (1) if “LIBOR Reuters” is specified above, the display on the Reuter Monitor Money Rates Service (or any successor service) on the page specified above (or any other page as may replace that page on that service) for the purpose of displaying the London interbank rates of major banks for the index currency; or (2) if “LIBOR Telerate” is specified above or neither “LIBOR Reuters” nor “LIBOR Telerate” is specified above as the method for calculating LIBOR, the display on Moneyline Telerate (or any successor service) on the page specified above (or any other page as may replace such page on such service) for the purpose of displaying the London interbank rates of major banks for the index currency.  If fewer than two offered rates appear on the LIBOR Page, or if no rate appears on the LIBOR Page, as applicable, LIBOR in respect of that LlBOR Interest Determination Date will be determined as if the parties had specified the rate described below.

If fewer than two offered rates appear on the LIBOR Page or if no rate appears on the LIBOR Page, as applicable, LIBOR will be determined as of approximately 11:00 A.M., London time, on such LIBOR Interest Determination Date on the basis of the rate at which deposits in the applicable Index Currency having the Index Maturity specified above are offered by four major reference banks (which may include affiliates of the Agents) in the London interbank market selected by the Calculation Agent (after consultation with the Company) commencing on the second London Business Day immediately following such LIBOR Interest Determination Date and in a principal amount equal to an amount that is representative for a single transaction in such market at such time. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, then LIBOR for such LIBOR Interest Determination Date will be the arithmetic mean of such quotations. If fewer than two quotations are provided, then LIBOR for such LIBOR Interest Determination Date will be the arithmetic mean of the rates quoted as of approximately 11:00 A.M. in the applicable Principal Financial Center (as defined above), on such LIBOR Interest Determination Date by

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three major banks (which may include affiliates of the Agents) in such Principal Financial Center selected by the Calculation Agent (after consultation with the Company) for loans in the applicable Index Currency to leading European banks having the specified Index Maturity, and in a principal amount equal to an amount of not less than $1,000,000 (or the equivalent in the Index Currency, if the Index Currency is not the U.S. dollar) and that is representative for a single transaction in such market at such time; provided, however, that if the banks selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the rate of interest in effect for the applicable period will be the same as the interest rate in effect on such LIBOR Interest Determination Date.

“Index Currency” means the index currency (including composite currencies) specified above as the currency for which LIBOR shall be calculated.  If no such index currency is specified above, the Index Currency shall be U.S. dollars.

With respect to any Interest Determination Date specified below (a “LIBOR Interest Determination Date”), LIBOR will be determined as follows: (a) if “LIBOR Reuters” is specified above, the arithmetic mean of the offered rates for deposits in the Index Currency having the Index Maturity specified above, commencing on the second London Business Day immediately following such LIBOR Interest Determination Date, that appears on the LIBOR Page (as defined below) as of 11:00 A.M., London time, on that LIBOR Interest Determination Date, if at least two such offered rates appear on the LIBOR Page, or (b) if “LIBOR Telerate” is specified above or if neither “LIBOR Reuters” nor “LIBOR Telerate” is specified above, the rate for deposits in the Index Currency having the Index Maturity specified above, commencing on the second London Business Day  immediately following such LIBOR Interest Determination Date, that appears on the LIBOR Page (as defined below) as of 11:00 A.M., London time, on such LlBOR Interest Determination Date. “LIBOR Page” means either:  (1) if “LIBOR Reuters” is specified above, the display on the Reuter Monitor Money Rates Service (or any successor service) on the page specified above (or any other page as may replace that page on that service) for the purpose of displaying the London interbank rates of major banks for the index currency; or (2) if “LIBOR Telerate” is specified above or neither “LIBOR Reuters” nor “LIBOR Telerate” is specified above as the method for calculating LIBOR, the display on Moneyline Telerate (or any successor service) on the page specified above (or any other page as may replace such page on such service) for the purpose of displaying the London interbank rates of major banks for the index currency.  If fewer than two offered rates appear on the LIBOR Page, or if no rate appears on the LIBOR Page, as applicable, LIBOR in respect of that LlBOR Interest Determination Date will be determined as if the parties had specified the rate described below.

If fewer than two offered rates appear on the LIBOR Page or if no rate appears on the LIBOR Page, as applicable, LIBOR will be determined as of approximately 11:00 A.M., London time, on such LIBOR Interest Determination Date on the basis of the rate at which deposits in the applicable Index Currency having the Index Maturity specified above are offered by four major reference banks (which may include affiliates of the Agents) in the London interbank market selected by the Calculation Agent (after consultation with the Company) commencing on the second London Business Day immediately following such LIBOR Interest Determination Date and in a principal amount equal to an amount that is representative for a single transaction in such market at such time. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, then LIBOR for such LIBOR Interest Determination Date will be the arithmetic mean of such quotations. If fewer than two quotations are provided, then LIBOR for such LIBOR Interest Determination Date will be the arithmetic mean of the rates quoted as of approximately 11:00 A.M. in the applicable Principal Financial Center (as defined above), on such LIBOR Interest Determination Date by

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With respect to any Interest Determination Date specified below (a “LIBOR Interest Determination Date”), LIBOR will be determined as follows: (a) if “LIBOR Reuters” is specified above, the arithmetic mean of the offered rates for deposits in the Index Currency having the Index Maturity specified above, commencing on the second London Business Day immediately following such LIBOR Interest Determination Date, that appears on the LIBOR Page (as defined below) as of 11:00 A.M., London time, on that LIBOR Interest Determination Date, if at least two such offered rates appear on the LIBOR Page, or (b) if “LIBOR Telerate” is specified above or if neither “LIBOR Reuters” nor “LIBOR Telerate” is specified above, the rate for deposits in the Index Currency having the Index Maturity specified above, commencing on the second London Business Day  immediately following such LIBOR Interest Determination Date, that appears on the LIBOR Page (as defined below) as of 11:00 A.M., London time, on such LlBOR Interest Determination Date. “LIBOR Page” means either:  (1) if “LIBOR Reuters” is specified above, the display on the Reuter Monitor Money Rates Service (or any successor service) on the page specified above (or any other page as may replace that page on that service) for the purpose of displaying the London interbank rates of major banks for the index currency; or (2) if “LIBOR Telerate” is specified above or neither “LIBOR Reuters” nor “LIBOR Telerate” is specified above as the method for calculating LIBOR, the display on Moneyline Telerate (or any successor service) on the page specified above (or any other page as may replace such page on such service) for the purpose of displaying the London interbank rates of major banks for the index currency.  If fewer than two offered rates appear on the LIBOR Page, or if no rate appears on the LIBOR Page, as applicable, LIBOR in respect of that LlBOR Interest Determination Date will be determined as if the parties had specified the rate described below.

If fewer than two offered rates appear on the LIBOR Page or if no rate appears on the LIBOR Page, as applicable, LIBOR will be determined as of approximately 11:00 A.M., London time, on such LIBOR Interest Determination Date on the basis of the rate at which deposits in the applicable Index Currency having the Index Maturity specified above are offered by four major reference banks (which may include affiliates of the Agents) in the London interbank market selected by the Calculation Agent (after consultation with the Company) commencing on the second London Business Day immediately following such LIBOR Interest Determination Date and in a principal amount equal to an amount that is representative for a single transaction in such market at such time. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, then LIBOR for such LIBOR Interest Determination Date will be the arithmetic mean of such quotations. If fewer than two quotations are provided, then LIBOR for such LIBOR Interest Determination Date will be the arithmetic mean of the rates quoted as of approximately 11:00 A.M. in the applicable Principal Financial Center (as defined above), on such LIBOR Interest Determination Date by three major banks (which may include affiliates of the Agents) in such Principal Financial Center selected

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