DRAFT ATTORNEY-CLIENT PRIVILEGEDCONFIDENTIAL Spider-Man License Agreement Update March 3, 2010

ATTORNEY-CLIENT PRIVILEGED DRAFT page 1 Spider-Man Licensing Roles and Responsibilities FunctionMarvelSony Sales to Licensees Lead* -- Primary responsibility soliciting and negotiating deals with licensees Reviews all deal memos Drafting License Agreements Lead *-- Drafts and executes agreements Review material changes from memo Style GuideApproval Lead -- reflects film creative and marketing Retail Marketing and Promotions for Films N/A Lead -- sets direction, determines budget Collections, Audits, Anti-piracy, Outside Legal Lead* Consultation rights, input on any settlements Payment of Royalties to Talent N/ALead Sony receives a royalty equal to 25% of all Spider-Man merchandising revenues (both “Film” and “Classic”) For “Classic” merchandise, Marvel leads all functions and consults with Sony on deals Marvel also leads “Film” merchandise license sales activities; Sony’s Consumer Products team reviews all licensing deals (roughly 550 deals for Spider-Man 3) For “Film,” Sony leads retail marketing, promotional activities, and talent relations Responsibilities for “Film” Merchandise * Prior to March 2004, Sony led interactive games and apparel deals for film merchandising; Marvel led all other categories

ATTORNEY-CLIENT PRIVILEGED DRAFT page 2 SPE Share of Worldwide Spider-Man Merchandising Revenue: Historical Performance (FY02-FY10) Source:SPCP, SPE Legal and SPE CorpDev analysis. Note:1. Historical Classic merch represents what SPE believes SPE should have received per 2004 audit, which includes what Marvel paid + SPE asserted underpayments of $1.5 M in FY02, $5.1 M in FY03 and $8.6 M in FY04. FY05-FY06 figures include current claims from current audit totaling $27.1 M. 2. Film merch for S-M1 and 2 include toy biz merch. 3. FY02-FY10 avg excludes SPE claim for $9.5M in FY09 against advance Marvel received for Hasbro license renewal. S-M 1S-M 2S-M 3 HISTORICAL (Includes Estimated Audit Adjustments) FCST Average 3 $35.1 M Indicates Release Year $

ATTORNEY-CLIENT PRIVILEGED DRAFT page 3 SPE Share of Worldwide Spider-Man Merchandising Revenue: Projected Performance (FY11-FY17) Source:SPCP, SPE Legal and SPE CorpDev analysis. Note:Film merch revenue represents figures net of int’l commissions/taxes/bank. S-M 4 PROJECTED Average $39.7 M S-M 5 Indicates Release Year

ATTORNEY-CLIENT PRIVILEGED DRAFT page 4 Status Update on Spider-Man Audits SPE Audit of Marvel SPE auditing Classic merchandise Total claim currently estimated at approximately $42 mil - $47 mil* –$27.1 mil in underpayments –$15 mil - $20 mil in accrued interest Targeting completion of audit report by end of February, with the deadline set at May 2010 Marvel Audit of SPE Marvel focused on auditing film participation in Spider-Man 1 and 2 –Domestic audit nearing completion, although Marvel continues to make additional requests –6 foreign territories preparing for audit to commence in March –Deadline to submit audit report is May 2010 Marvel may submit significant claim despite capturing only 5 cents of every dollar recovered (film participation share at only 5% of gross) Marvel has also noticed film participation audit of Spider-Man 3 but not currently focused on it Marvel launched 6 other audits (3 soundtrack, 2 co-promotions, 1 animated TV) not actively pursuing but may upon completion of current film audits Source:SPE Legal. Note:* Estimates are approximations until the audit is finished.

ATTORNEY-CLIENT PRIVILEGED DRAFT page 5 SPE Could Sell All or a Portion of its Spider-Man CP Participation to Disney/Marvel Recent events may create a unique opportunity to monetize our participation –Marvel has primary responsibility for the sales effort today –Following its acquisition of Marvel, Disney has an incentive to own the entire revenue stream as they seek to drive upside –Both SPE and Disney/Marvel could benefit by quickly and favorably resolving open audit issues A transaction would generate significant financial benefits –A sale would provide funds for future film development –A deal would improve FY11 earnings Sale of entire stream could yield $300 to $350 M cash and an estimated gain of $230 to $275MM (1) Sale of 50% could yield $150 to $175 M cash and an estimated gain of $120 to $140MM (1) Key issues need to be considered in evaluating a potential sale –Depending on structure, decreases or eliminates our ability to participate in future upside –Disney has greater visibility to future revenue potential; SPE may need an outside advisor –Spider-Man 4 release timing may contribute to a lower valuation Delay in release puts near-term revenue forecast at below average levels Disney /Marvel will argue there is risk in a reboot strategy –Valuation may be lower if SPE is unwilling / unable to commit to release additional films –Decreased merchandising revenues will change economics for future Spider-Man films (1) Assumes a sale at the beginning of the year; sale at end of year would increase the gain recognized. Assume no deferral of gain associated with requirement to release additional films

ATTORNEY-CLIENT PRIVILEGED DRAFT page 6 Deal Structuring Considerations  A deal would be structured to monetize all or a portion of future merchandise revenue in FY11 –Sell as perpetuity given Disney’s likely resistance to building business that reverts to SPE –If selling a portion of our interest, structure as a reduction to our royalty percentage (e.g., sale of half our interest would reduce our royalty percentage from 25% to 12.5%) –Reduction in percentage should be equal across “Film” and “Classic” streams to avoid creating competing incentives for each product type  Deal could restructure other parts of the agreement to realize additional benefits –Settle all pending arbitrations and audits with Marvel –Amend relevant language to limit future disputes and litigation over issues that have been problems in the past –Remove blackout windows on Classic Merchandising around film release as a potential concession to Disney in negotiations

ATTORNEY-CLIENT PRIVILEGED DRAFT page 7 Next Steps Engage a consultant to help value merchandise rights –Projected view of marketplace –Projected view of Disney’s performance relative to Marvel’s performance –Industry expertise to reduce Disney/Marvel information advantage –Objective view as potential negotiation leverage against Disney Decide on financial objective and sale strategy –Target dollar value or percentage of business to be sold –If partial sale, confirm uniform reduction approach Assess impact on future Spider-Man films

DRAFT ATTORNEY-CLIENT PRIVILEGEDCONFIDENTIAL APPENDIX

ATTORNEY-CLIENT PRIVILEGED DRAFT page 9 Valuation of Total Worldwide Spider-Man Merch Revenues to SPE: Excluding Current Audit Adjustments Source:SPCP and SPE CorpDev analysis. Note:* Based on average of trailing 5-year (FY06-FY10) total merch revenue of $33.3 M before estimated current audit adjustments. Based on perpetuity of FY13-FY17 average merch revenues of $42.3 M for the base case Trailing multiples based on FY06-FY10 average of $33.3 M before estimated current audit adjustments

ATTORNEY-CLIENT PRIVILEGED DRAFT SPE Share of Worldwide Spider-Man Merchandising Revenue Source:SPCP, SPE Legal and SPE CorpDev analysis. Notes:1. Marvel paid on Nov. to Nov. qtr. calendar schedule; these calendar pmts. were shifted back by 1-mo. to estimate qtr. allocations to the traditional and fiscal calendars. 2. Current audit includes multi-character advance claim of $27 M + other claims of $550 K from FY05-FY FY09 spike is due to Marvel having received a large advance for its renewal of the Hasbro license.

ATTORNEY-CLIENT PRIVILEGED DRAFT Total Film merch typically grows significantly from the previous release, and cycle length varies by release timing Source:SPCP. SPE Share of Worldwide Spider-Man Film Merch Revenue