X0303 4 2010-01-09 0001001039 WALT DISNEY CO/ DIS 0001341249 Mayer Kevin A 500 SOUTH BUENA VISTA STREET BURBANK CA 91521 1 EVP-Corp Strat, Bus Dev & Tech Disney Common Stock 2010-01-09 4 A 0 12582.8696 31.735 A 24417.8696 D Disney Common Stock 2010-01-09 4 M 0 6362.972 31.735 A 30780.8416 D Disney Common Stock 2010-01-09 4 F 0 2660.972 31.735 D 28119.8696 D Disney Common Stock 2010-01-09 4 F 0 5874.8696 31.735 D 22245 D Disney Common Stock 65 I By Mayer Family Trust Restricted Stock Unit 0 2010-01-09 4 M 0 6362.972 0 D 2010-01-09 Disney Common Stock 6362.972 0 D Awarded upon achievment of performance criteria for long-term incentive awards made during the Company's 2006 fiscal year previously referred to in a footnote on a Form 4 dated January 11, 2006. Includes dividend equivalents credited with respect to the award, pursuant to the terms thereof. Vesting of shares connected with grant under The Walt Disney Company's 2002 Executive Performance Plan and Amended and Restated Stock Incentive Plan, previously reported on a Form 4 dated December 3, 2009. Includes dividend equivalents credited with respect to the award, pursuant to the terms thereof. The 2,660.9720 shares reported as a disposition represent an automatic reduction of shares issued to the reporting person to discharge withholding tax obligations of reporting person and do not constitute an actual sale or other open-market transaction. The total also reflects a deduction for cash paid in lieu of fractional shares upon conversion of previously-granted units to shares. The 5,874.8696 shares reported as a disposition represent an automatic reduction of shares issued to the reporting person to discharge withholding tax obligations of reporting person and do not constitute an actual sale or other open-market transaction. The total also reflects a deduction for cash paid in lieu of fractional shares upon conversion of previously-granted units to shares. Converts at 1-for-1. The stock unit award is fully vested. Joseph M. Santaniello (POA on file) 2010-01-12