EXHIBIT 4.7
SECOND AMENDMENT TO TRUST AGREEMENT BETWEEN
FIDELITY MANAGEMENT TRUST COMPANY AND
THE XXXX DISNEY COMPANY
THIS SECOND AMENDMENT, dated as of the first day of November, 1995, by and
between Fidelity Management Trust Company (the "Trustee") and The Xxxx Disney
Company ("Disney);
WITNESSETH;
WHEREAS, the Trustee and Disney heretofore entered into a Trust Agreement
dated July 1, 1992, with regard to the Disney Salaried Savings and Investment
Plan (the "Plan"); and
WHEREAS, the Trustee and Disney now desire to amend said trust agreement as
provided for in Section 10.12 thereof;
NOW THEREFORE, in consideration of the above premises the Trustee and
Disney hereby amend the trust agreement by:
(1) Deleting the last sentence in Section 4.08(a)(ii) and substituting
therefore the following:
With respect to the shares of Company Stock credited to a participant's accounts
for which it has received no directions from the participant, the Trustee shall
vote such shares in accordance with directions received from a fiduciary
independent of the Trustee and Disney. The Investment Committee shall appoint
such independent fiduciary to exercise such authority. The instructions of the
independent fiduciary shall be held in confidence by the Trustee and shall not
be divulged to Disney, or any officer or employee thereof, or any person.
(2) Deleting the last two sentences in Section 4.08(a)(iii) and
substituting therefore the following:
(iii) The Trustee shall vote the shares of Company Stock not credited
to participants' accounts, if any, in accordance with directions received from a
fiduciary independent of the Trustee and Disney. The Investment Committee shall
appoint such independent fiduciary to exercise such authority. The instructions
of the independent fiduciary shall be held in confidence by the Trustee and
shall not be divulged to Disney or any officer or employee thereof, or any other
person.
IN WITNESS WHEREOF, the Trustee and Disney have caused this Amendment to be
executed by their duly authorized officers effective as of the day and year
first above written.
THE XXXX DISNEY COMPANY FIDELITY MANAGEMENT TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx 1/2/96 By: /s/ Xxxx X. X'Xxxxxx, Xx. 1/2/96
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Vice President Date Vice President Date