X0303 4 2010-01-30 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 2010-01-30 4 A 0 5398.9342 29.535 A 30947.9342 D Disney Common Stock 2010-01-30 4 M 0 5398.9342 29.535 A 36346.8684 D Disney Common Stock 2010-01-30 4 F 0 5043.8684 29.535 D 31303 D Disney Common Stock 65 I By Mayer Family Trust Restricted Stock Unit 0 2010-01-30 4 M 0 5398.9342 0 D 2010-01-30 Disney Common Stock 5398.9342 0 D Restricted stock units were awarded during the Company's 2008 fiscal year as set forth in the table entitled "Fiscal 2008 Grants of Plan Based Awards" in the Company's proxy statement for its 2009 annual meeting of shareholders and were subject to performance conditions, which were satisfied as to 5,250 shares on January 30, 2010. 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 5,043.8684 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. Joseph M. Santaniello (POA on file) 2010-02-01