EXHIBIT 4.6
AMENDMENT ONE TO THE
DISNEY SALARIED SAVINGS AND INVESTMENT PLAN
TRUST AGREEMENT DATED JUNE 30, 1992
WHEREAS, The Xxxx Disney Company ("Disney") and Fidelity Management Trust
Company ("Fidelity"), as Trustee for the Disney Salaried Savings and
Investment Plan (the "Plan"), heretofore entered into a Trust Agreement
dated June 30, 1992 with respect to the Plan;
NOW THEREFORE, on this 30th day of September, 1994, the undersigned, Disney
and Fidelity, hereby agree to amend the Trust Agreement for the Plan dated
as of June 30, 1992, as set forth in Article IX, Section 9.01 of said Trust
Agreement, as follows:
1) Section 4.13: Replace Section 4.13 with the following language:
Guaranteed Investment Contracts. In order to provide the necessary monies
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for exchanges or redemptions from the GIC investment option, if any, under
the Plan, Disney agrees that the Plan shall maintain a liquidity reserve
allocated to the Plan GIC investment option in a Mutual Fund ("Fidelity
Institutional Cash Portfolios: Money Market Portfolio: Class A") maintained
by the Trustee. Disney shall have the right to direct the Trustee as to
the manner in which the Trustee is to vote the Mutual Fund shares held in
any short-term investment fund or liquidity reserve.
2) Schedule D: Replace the original Schedule D with the revised Schedule
D which is attached to this Amendment.
3) Schedule E: Replace the original Schedule E with the revised Schedule
E which is attached to this Amendment.
4) Schedule H: Replace Section II of the Telephone Exchange Procedures
for Existing GICs with the following language:
Exchanges from GIC Fund to Mutual Funds
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Participants who wish to exchange out of a GIC Fund into a mutual fund may
call on any business day. Shares of the mutual fund will be purchased on
the same day provided sufficient cash is held in liquidity reserve
allocated to the Plan GIC investment option in a Mutual Fund ("Fidelity
Institutional Cash Portfolios: Money Market Portfolio: Class A") maintained
by the Trustee. If there is not enough cash in the GIC fund, there may be
a short hold until cash is received from the insurance carrier.
5) Schedule H: Replace Section III of the Telephone Exchange Procedures
for Existing GICs with the following language:
Exchanges from GIC Fund to Sponsor Stock
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Participants who wish to exchange out of GIC Fund into Sponsor Stock may
call: 1) between the 2nd and the 9th of the month. No calls will be
accepted after 4:00 p.m. (ET) on the 9th (or previous business day if the
9th is not a business day). GIC Fund Shares are redeemed on the 10th of
the month (or the previous business day if the 10th is not a business day)
provided sufficient cash is held in a liquidity reserve allocated to the
Plan GIC investment option in a Mutual Fund ("Fidelity Institutional Cash
Portfolios: Money Market Portfolio: Class A") maintained by the Trustee (or
previous business day if the 10th is not a business day), 2) between the
10th and the 19th of the month. No calls will be accepted after 4:00 p.m.
(ET) on the 19th (or previous business day if the 19th is not a business
day). GIC Fund shares are redeemed on the 20th of the month (or the
previous business day if the 20th is not a business day) provided
sufficient liquidity exists as above, or 3) between the 20th and the 1st of
the month. No calls will be accepted after
4:00 p.m. (ET) on the 1st (or previous business day if the 1st is not a
business day). GIC Fund shares are redeemed on the 2nd of the month (or
the previous business day if the 2nd is not a business day) provided
sufficient liquidity exists as above. Sponsor Stock is purchased within
two (2) business days after the date on which the GIC Fund shares are
redeemed.
6) Schedule I: Add the prospectus for the Fidelity Institutional Cash
Portfolios: Money Market Portfolio: Class A which is attached to this
Amendment.
7) Except as expressly amended herein, all other sections of the Trust
Agreement shall remain unchanged.
8) Disney and Fidelity hereby consent to and authorize the modifications
being made as outlined herein, and do hereby agree that this Amendment
shall only be executed by an authorized representative of each party.
IN WITNESS WHEREOF, Disney and Fidelity have caused this Amendment One 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. Xxxxxx 9/14/94 By: /s/ Xxxxxxxxx Xxxxxxx 9/30/94
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