WHEREAS, The Walt Disney Company ("Company") maintains the Disney
Salaried Retirement Plan, as amended and restated effective January 1, 1988
(the "Plan"); and

          WHEREAS, Article 11 of the Plan authorizes the Committee under the
Plan to make certain Plan amendments, and this First Amendment may be made by
the Committee in accordance with such authorization; and

          WHEREAS, the Committee adopted an amendment to the Plan at its
meeting held on September 7, 1995; and

          WHEREAS, the Committee authorized the officers of the Company, and
each of them, to take any and all actions deemed necessary to effectuate the
intent of said Plan amendment and one of said acts is the drafting and
execution of a formal plan amendment pursuant to said intent.

          NOW, THEREFORE, effective as of September 7, 1995 the Plan is
hereby amended as follows:

          1.  Section 11.01 is amended in its entirety to read as follows:

              11.01   Amendment of Plan

              The Company, acting through the Board of Directors reserves the
              right at any time and from time to time, and retroactively if
              deemed necessary or appropriate, to amend in whole or in part
              any or all of the provisions of the Plan. Effective as of
              November 21, 1994, the Committee may also amend the Plan
              provided that any amendment adopted by the Committee may not
              have an impact on the Company's annual expense of more than
              five million dollars, except that such five million dollar
              limitation shall not apply to amendments necessary to comply
              with laws or regulations.  However, no amendment shall make it
              possible for any part of the funds of the Plan to be used for,
              or diverted to, purposes other than for the exclusive benefit
              of persons entitled to benefits under the Plan before the
              satisfaction of all liabilities with respect to them.  No
              amendment shall be made which has the effect of decreasing the
              Accrued Pension of any Participant or of reducing the 
              nonforfeitable percentage of the Accrued Pension of a
              Participant below the nonforfeitable percentage computed under
              the Plan as in effect on the date on which the amendment is
              adopted or, if later, the date on which the amendment becomes
              effective.  In addition, if the Plan is amended to change
              the vesting requirements, any Participant with at least three
              Years of Vesting Service may elect to have his vested
              percentage computed under the Plan without regard to the
              amendment.  Any action required or permitted to be taken by the
              Board of Directors or the Committee at a meeting held either in
              person or by telephone or other electronic means, or by
              unanimous written consent, in lieu of a meeting. 

Basic Info X:

Type: Retirement Plan
Date: Feb. 14, 1996
State: Delaware

Other info:


  • January 1 , 1988
  • September 7 , 1995
  • November 21 , 1994


  • Disney Salaried Retirement Plan
  • Years of Vesting Service
  • Board of Directors


  • five million dollars