The Walt Disney Retirement Savings Plan (the Plan)

Announcement to members that are currently invested

in the Prudential M&G Cash Fund

This note has been sent to you as a member of the Plan to inform you that the Trustees have decided to

replace the Plan’s current Cash Fund option with an alternative Cash Fund. There is no action

required by you unless, as a result of the change detailed below, you wish to change how your Pension

Account is invested.

Introduction

The Plan’s records indicate that you currently have at least a part of your Pension Account invested in

the Prudential M&G Cash Fund, either as a result of choosing one of the Lifecycle options (and being

within 7 years of your expected retirement date) or by choosing this Fund from the Plan’s range of

self-select options.

As you may be aware, recent market turmoil has raised awareness around cash funds and the risks

associated with some of the assets held within cash funds. Many cash funds have made investments

that have subsequently been negatively impacted by the credit crunch. This has led to some funds

experiencing worse than expected performance. This includes the Prudential M&G Cash Fund which

is offered through the Plan.

One of the Trustees’ duties is to monitor the past performance and consider the expected future

performance of the Plan’s investment managers to ensure that members are offered an appropriate

range of investment choices. The Trustees wish to inform you of the following action that has been

taken regarding the Plan’s investments.

Replacement of the Prudential M&G Cash Fund

After considering advice from their investment adviser, Watson Wyatt, the Trustees have decided to

replace the Prudential M&G Cash Fund with a new cash fund, the BGI Sterling Government Liquidity

Fund (“the BGI Cash Fund”). The reasons for this are as follows:

• The main reason for the Trustees offering the cash fund option in the Plan is to provide capital

protection (i.e. minimal performance volatility).

• Current market conditions have highlighted the potential performance volatility (although still

relatively low compared to other investment classes) in the Prudential M&G Cash Fund.

• The BGI Cash Fund provides a greater level of capital protection than the Prudential M&G Cash

Fund.

Further information regarding cash funds in general, the Prudential M&G Cash Fund and the

replacement BGI Cash Fund is set out in the appendix.

Next steps

The change in your Pension Account investment from the M&G Cash Fund to the BGI Cash Fund will

take place by the end of April and will include any Prudential M&G Cash Fund assets that are held in

the Plan, including as a part of the Lifecycle options (if you are invested in Lifecycle and are within 7

years of your expected retirement date). Any future contributions currently being invested in the

Prudential M&G Cash Fund will also be automatically allocated to the replacement fund.

Actions required and your options

There is no action required by you unless, as a result of the change made by the Trustees or otherwise,

you wish to change how your Pension Account is invested.

You are able to change how your Pension Account is invested by changing your investment choice for

future contributions or by switching the accumulated value of your Pension Account between the

investment options available. These changes can be made at any time, by visiting the 'Your Pension'

section of the Plan’s website at www.disneypensions.co.uk or by contacting Capita Hartshead, the

Plan’s administrators, on 01227 773914 or emailing disney@capita.co.uk.

Please be aware that by law neither the Trustees nor their adviser, Watson Wyatt, are permitted to offer

you any investment or financial advice and this letter should not be construed as advice. If you are in

any doubt as to the action to take in relation to the investment of your Pension Account within the Plan,

you should seek your own financial advice from an independent financial adviser (IFA). If you do not

currently have an IFA you can find the name of a local IFA at www.unbiased.co.uk by completing a

simple form on-line. You can also contact your local Citizens Advice Bureau for details of local IFAs.

Please contact Ray O’Sullivan in HR, ext 8309 1650 / Ray.OSullivan@disney.com or the Plan’s

administrators (details above) if you have any queries.

The Trustees of Walt Disney Retirement Savings Plan

April 2009

Appendix

Cash fund overview

Cash funds, in which institutional investors such as pension schemes invest, differ from high street

bank accounts. Cash funds will invest in a wide variety of underlying money market instruments with

the aim of achieving, on aggregate, an “interest like” return. In certain market conditions, these money

market instruments can fall in value and this can lead to negative returns. The instruments typically

considered to be in a cash portfolio manager’s investment universe include:

• Commercial Paper (CP) • Certificate of Deposits (CDs)

• Floating Rate Notes (FRNs) • Asset-Backed Securities

• Time Deposits • Bankers Acceptances

• Eligible Bills • Treasury Bills

• Repurchase agreements • Short duration, investment grade

• Short duration gilts • corporate bonds

Prudential M&G Cash Fund

The Prudential M&G Cash Fund (“the M&G Cash Fund”) is the only cash fund available through the

Plan. It targets a return in excess of the 7 day London Interbank Bid Rate (LIBID), the rate at which a

bank is willing to borrow from other banks. While this return target is not overly aggressive, the

manner in which the M&G Fund is managed means it may exhibit some degree of performance

volatility. This is particularly the case in very tough credit market conditions. In particular, from time

to time, the value of the fund may fall in value.

The replacement fund: the BGI Cash Fund

The BGI Cash Fund invests in a wide range of Sterling denominated money market instruments issued

by sovereign governments, primarily the UK Government. It is important to note that given the lower

expected risk of the BGI Cash Fund relative to the M&G Cash Fund, there is a corresponding reduction

in expected return. Further, while the BGI Cash Fund invests primarily in government-backed

securities, there is still a possibility that in some circumstances, it may fall in value.

Further details regarding the BGI Cash Fund will be provided shortly on the Plan’s website at

www.disneypensions.co.uk and will be included in the Plan’s future quarterly funds factsheets.