X0203 3 2009-10-02 0 0001001039 WALT DISNEY CO/ DIS 0001473846 Parker Mary Jayne 500 SOUTH BUENA VISTA STREET BURBANK CA 91521 1 EVP and Chief HR Officer Disney Common Stock 11520.5285 I By 401(k) Phantom Stock Unit Award 2010-01-09 Disney Common Stock 3648 D Phantom Stock Unit Award 2011-01-10 Disney Common Stock 2700 D Phantom Stock Unit Award 2012-01-09 Disney Common Stock 1719 D Phantom Stock Unit Award 2013-01-14 Disney Common Stock 3510 D Stock Option (Right to Buy) 20.81 2016-01-14 Disney Common Stock 17143 D Stock Option (Right to Buy) 22.2 2012-01-28 Disney Common Stock 8000 D Stock Option (Right to Buy) 24.635 2014-01-22 Disney Common Stock 7200 D Stock Option (Right to Buy) 24.865 2013-01-09 Disney Common Stock 6400 D Stock Option (Right to Buy) 28.035 2012-01-03 Disney Common Stock 4800 D Stock Option (Right to Buy) 29.895 2015-01-09 Disney Common Stock 7579 D Stock Option (Right to Buy) 30.225 2011-02-05 Disney Common Stock 14000 D Stock Option (Right to Buy) 32.875 2010-01-24 Disney Common Stock 10000 D Stock Option (Right to Buy) 34.265 2014-01-10 Disney Common Stock 6000 D Shares held in The Walt Disney Stock Fund as of October 2, 2009. The Fund is one investment option in the 401(k) Plan and contains Company matching contributions. This Stock Unit Award was granted under The Walt Disney Company's Amended and Restated 1995 Stock Incentive Plan, in a transaction exempt under Rule 16b-3. The award is scheduled to vest as to its remaining 1,824 stock units on January 9, 2010, subject to certain vesting conditions and subject to acceleration in certain instances. Converts at 1-for-1. This Stock Unit Award was granted under The Walt Disney Company's Amended and Restated 1995 Stock Incentive Plan, in a transaction exempt under Rule 16b-3. The award is scheduled to vest as to its remaining 1,350 stock units on January 10, 2011, subject to certain vesting conditions and subject to acceleration in certain instances. This Stock Unit Award was granted under The Walt Disney Company's Amended and Restated 1995 Stock Incentive Plan, in a transaction exempt under Rule 16b-3. The award is scheduled to vest as to 859 stock units on January 9, 2010 and as to 860 stock units on January 9, 2012, subject to certain vesting conditions and subject to acceleration in certain instances. In connection with this stock unit award, the reporting person also was awarded 1,719 restricted stock units whose vesting is subject to performance criteria. This Stock Unit Award was granted under The Walt Disney Company's Amended and Restated 1995 Stock Incentive Plan, in a transaction exempt under Rule 16b-3. The award is scheduled to vest as to 877 stock units on each January 14 of 2010 and 2012, and as to 878 stock units on each January 14 of 2011 and 2013, subject to certain vesting conditions and subject to acceleration in certain instances. In connection with this stock unit award, the reporting person also was awarded 3,510 restricted stock units whose vesting is subject to performance criteria. Option was granted under The Walt Disney Company's Amended and Restated 1995 Stock Incentive Plan, in a transaction exempt under Rule 16b-3. The option vests as to 4,285 shares on January 14, 2010, and as to 4,286 shares on each January 14 of 2011, 2012, and 2013. Option was granted under The Walt Disney Company's Amended and Restated 1995 Stock Incentive Plan, in a transaction exempt under Rule 16b-3. The option is fully vested. Option was granted under The Walt Disney Company's Amended and Restated 1995 Stock Incentive Plan, in a transaction exempt under Rule 16b-3. The remaining unvested portion of the option vests in a single installment of 1,600 shares on January 9, 2010. Option was granted under The Walt Disney Company's Amended and Restated 1995 Stock Incentive Plan, in a transaction exempt under Rule 16b-3. The remaining unvested portion of the option vests in three installments of 1,895 shares on each January 9 of 2010, 2011, and 2012. Option was granted under The Walt Disney Company's Amended and Restated 1995 Stock Incentive Plan, in a transaction exempt under Rule 16b-3. The remaining unvested portion of the option vests in two installments of 1,500 shares on each January 10 of 2010 and 2011. parkerpoa.TXT Joseph M. Santaniello (POA on file) 2009-10-08