Cream of the Crop 26/Cream of the Crop 26.iso/faq/waltwill.zip/DISNEY.TXT

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From [e-mail] Tue Jun  3 21:34:31 1997
Date: Tue, 3 Jun 1997 21:17:02 -0400
From: Rey Barry <[e-mail]>
To: [e-mail]
Subject: will.txt


                  LAST WILL AND TESTAMENT
                            OF
                     WALTER E. DISNEY


     I, WALTER E. DISNEY, a resident of Los Angeles
County, California, declare this to be my Last Will and
revoke all former Wills and Codicils.

     FIRST:  I declare that I am married to LILLIAN
B. DISNEY and that I have only two children, namely, DIANE
DISNEY MILLER and SHARON DISNEY BROWN.

     SECOND:  It is my intention to dispose by this
Will of my one-half (1/2) of the community property of
my wife and myself and of all my separate property, if any.
I do not undertake to dispose of my wife's one-half (1/2)
of our community property.

     THIRD:  In the event that there shall be included
in my estate any interest in any residential real properties
(i.e., properties occupied by my wife and myself as our
residence at the date of my death or as one of several of
our residences) I hereby grant to my wife, LILLIAN B. DISNEY,
if she survives me, an option to purchase any one or more
of such residential real properties.  The purchase price
for the residential real property purchased shall be its
appraised value as shown in the Inventory and Appraisement
for my estate, less the amount of any encumbrance on such
residential real property.  If my wife exercises this option
to purchase she shall take such residential real property
subject to any encumbrance existing against it at the date
of my death and my estate shall not pay any such encumbrance.
The purchase price for the residential real property pur-
chased by my wife pursuant to the exercise of this option
may be payable by her either in cash or in stock of Walt
Disney Productions (or any successor corporation) at her
option.  In the event that my wife elects to pay for such
residential real property in stock, the value of such stock
for such purpose shall be the closing price for the stock
on the New York Stock Exchange on the day preceding the day
on which my wife obtains title to my interest in such resi-
dence pursuant to the provisions of this Article.  The option
granted hereunder must be exercised by my wife within six
months of the date of my death.  Any residential real property
which is not purchased by my wife pursuant to the provisions
of this Article shall augment the residue of my estate pro-
vided for under the terms of Article SIXTH below.  In the
event that any such residential real property is so purchased,
the proceeds from the sale shall also augment the residue of
my estate and be disposed of as provided in Article SIXTH
below.

     FOURTH:  I give and bequeath to my wife, LILLIAN
B. DISNEY, if she survives me by sixty (60) days, all of my
tangible personal property and personal effects, including
without limitation, all my household furniture, furnishings,
silverware, books, paintings, works of art, automobiles,
clothing, jewelry, miniatures, awards and all other similar
items including all policies of insurance on such property.
In the event that my wife does not so survive me I give and
bequeath all of the property disposed of by this Article
FOURTH in equal shares to my children if they both so survive
me, or all to the survivor if only one of my children survive
me.  In the event that my wife and my children do not so sur-
vive me, the gift provided for in this Article FOURTH shall
lapse and the properties disposed of under this Article FOURTH
shall augment the residue of my estate.

     FIFTH:  I give, devise and bequeath the rest and
residue of my property, real and personal, wherever located,
including all failed an lapsed gifts, as follows:

     1.  Forty-five percent (45%) of such residue shall
be distributed to LILLIAN B. DISNEY, HERBERT F. STURDY
and UNITED CALIFORNIA BANK as Trustees, IN TRUST.  Such
Trust shall be known as the Disney Family Trust and
shall be held and distributed as provided for in Article
SIXTH below.

     2.  Forty-five percent (45%) of such residue shall
be distributed to Disney Foundation as Trustee, IN
TRUST.  Such Trust shall be known as the Charitable
Trust and shall be held and distributed as provided for
in Article SEVENTH below.  If all or any portion of the
gift provided for in this Paragraph 2 shall be invalid
by reason of Probate Code Section 41, or any other pro-
vision of law limiting, restricting or invalidating
gifts to charity, such bequest shall be carried out to
the extent permitted by law, and to the extent not so
permitted shall go instead to the University of
California.

     3.  Two and one-half percent (2-1/2%) thereof shall
be distributed to LILLIAN B. DISNEY, HERBERT F. STURDY
and UNITED CALIFORNIA BANK as Trustees, IN TRUST, for
the benefit of MARJORIE DAVIS (hereby designated a life
income beneficiary) and NANETTE DAVIS, GEOFFREY DAVIS
and MELINDA DAVIS (hereby designated as remaindermen) to
be held and distributed as a Residuary Trust as provided
for in Article EIGHTH below.

     4.  Two and one-half percent (2-1/2%) thereof shall
be distributed to LILLIAN B. DISNEY, HERBERT F. STURDY
and UNITED CALIFORNIA BANK as Trustees, IN TRUST, for
the benefit of DOROTHY DISNEY PUDER (hereby designated
a life income beneficiary) and LINDA PUDER, DAVID PUDER
and PAUL PUDER (hereby designated as remaindermen), to
be held and distributed as a Residuary Trust as provided
for in Article EIGHTH below.

     5. Two and one-half percent (2-1/2%) thereof shall
be distributed to LILLIAN B. DISNEY, HERBERT F. STURDY
and UNITED CALIFORNIA BANK as Trustees, IN TRUST, for
the benefit of RUTH FLORA BEECHER (hereby designated a
life income beneficiary) and THEODORE BEECHER (hereby
designated a remainderman) to be held and distributed as
a Residuary Trust as provided for in Article EIGHTH
below.

     6.  Two and one-half percent (2-1/2%) thereof
shall be distributed to LILLIAN B. DISNEY, HERBERT
F. STURDY and UNITED CALIFORNIA BANK, as Trustees,
IN TRUST, for the benefit of PHYLLIS BOUNDS (hereby
designated a life income beneficiary) and ALEXANDRA
DETIEGE, VICTORIA DETIEGE and CLANCY DETIEGE (hereby
designated as remaindermen) to be held and distributed
as a Residuary Trust as provided for in Article EIGHTH
below.

     SIXTH:     DISNEY FAMILY TRUST:

     1.  In the event that my wife, LILLIAN B. DISNEY,
shall survive me, the Trustees may pay to her or apply for
her benefit so much of the net income and principal of the
trust estate as the Trustees (other than LILLIAN B. DISNEY
who shall not participate in the exercise of this discretion)
deem necessary or proper for her health, support and main-
tenance.  In the exercise of such discretion the Trustees
shall take into consideration other income available to her
for such purposes and held free of this trust.  Any income
which is not so applied or paid to LILLIAN B. DISNEY may be
paid to or applied for the benefit of a group of persons
consisting solely of my daughters, my grandchildren and any
other issue of mine who are living at the time of my death, or
who may be born afterwards, in such proportions and amounts as
the Trustees, in their sole discretion, deem to be necessary
or appropriate.  The balance of the income which is not paid to
or applied for the benefit of LILLIAN B. DISNEY or such group
of persons shall be accumulated by the Trustees and added to the
principal of the trust estate.

     2.  Upon the death of LILLIAN B. DISNEY (or upon
my death in the event that she shall fail to survive me),
the Trustees shall divide the trust estate into two equal
shares.  One-half (1/2) of the income from each share of
the trust shall be paid to or applied for the benefit of each
daughter of mine, in monthly or other convenient instalments [sic],
but no less often than quarterly, throughout their lifetimes.
The other one-half (1/2) of the income from such share of the
trust estate may be paid or applied for the benefit of a
group of persons consisting solely of the daughter receiving
the one-half (1/2) of the income of such share, my grand-
children and any other such issue of mine who are living at the
date of my death, or who may be born afterwards, in such proportions
and amounts as the Trustees, in their sole discretion, determine
to be necessary or appropriate.  In making the payments from
such other one-half (1/2) of this income the Trustees may pay
more to or apply more for the benefit of one or more persons
included in such group than the others, and distributions may
be made to one or more persons included in such group and not
to the others, if the Trustees deem such to be necessary or
appropriate.  The balance of such other one-half (1/2) of
the income from a share which is not paid to or applied
for the benefit of such group of persons shall be
accumulated by the Trustees and added to the principal
of such share of the trust estate.  Upon the death of
a daughter of mine the one-half (1/2) of the income
of a share required to be distributed to such daughter dur-
ing her lifetime under the provisions of this Paragraph 2
shall augment the other one-half (1/2) of the income
with respect to such share distributable among such group
of persons under the provisions of this Paragraph 2.

     3.  Upon the death of the last to survive of
myself, LILLIAN B. DISNEY, DIANE DISNEY MILLER and
SHARON DISNEY BROWN, the entire principal and accrued
and undistributed income of the trust estate shall be
divided into equal shares, one (1) share for each grand-
child of mine who is then living and one (1) share for
the then living issue, taken collectively, of each grand-
child of mine who may then be deceased.  The share set
aside for each grandchild of mine who has then attained
age thirty (30) shall be distributed outright to such
grandchild.  The share set aside for each grandchild who
has not then attained age thirty (30) shall continue to
be held in trust, subject to the provisions of Paragraph
4 of this Article SIXTH.  The share set aside for the
issue of a deceased grandchild of mine shall be distri-
buted outright to such issue upon the principle of repre-
sentation, subject however, to the provisions of Paragraph
5 of this Article SIXTH.

     4.  In the event that under the provisions of
the preceding paragraph a share shall continue to be
held in trust for a grandchild of mine, the Trustees shall
pay to or apply for the benefit of such grandchild all of
the net income of such share in monthly or other conven-
ient instalments [sic], but not less often than quarterly, pro-
vided, however, that until such time as such grandchild
attains age twenty-one (21) the Trustees shall only pay
to or apply for the benefit of such grandchild so much of
the net income of such share as the Trustees deem necessary
or proper to provide for the grandchild's health, educa-
tion, support and maintenance, and the balance of such
income shall be accumulated and added to the principal of
such share.  At such time as a grandchild for whom a share
is held in trust under the provisions of this Paragraph 4
attains age thirty (30) the Trustees shall distribute out-
right to the grandchild the entire remaining balance of
such share.  Should any grandchild for whom a share is held
in trust under the provisions of this Paragraph 4 die prior
to obtaining full distribution of such share, the Trustees
shall distribute outright the then remaining balance of such
grandchild's share to the lawful issue of such grandchild
living at the date of the grandchild's death, upon the
principle of representation, subject however, to the pro-
visions of Paragraph 5 of this Article SIXTH, and should
no such issue be then living such remaining balance shall
go to augment equally the shares then held for the benefit
of, and those previously distributed to, my other grand-
children, excluding each grandchild theretofore deceased
leaving no issue living at the time of such augmentation,
but including, upon the principle of representation, the
then living lawful issue of any deceased grandchild of
mine.

     5.  In the event that under the foregoing pro-
visions a portion of the trust estate becomes distributable
to the issue of any deceased grandchild of mine and any
such issue has not then attained age twenty-one (21), the
Trustees shall hold, administer, invest and reinvest such
issue's part of the trust estate for his or her benefit
and shall apply so much of the net income and such por-
tion of the principal thereof as the Trustees, in their
discretion shall deem necessary for such issue's health,
education, support and maintenance, or in the discretion
of the Trustees, shall make such payments to the legal
guardian of such issue or to the person with whom such
issue may reside or directory to such issue, or otherwise,
as the Trustees may from time to time deem advisable,
and shall accumulate for the benefit of such issue any
income not so applied or paid.  When an issue for whom
a portion shall have been retained under this provision
attains age twenty-one (21), any of such portion then held
for the benefit of such issue shall be distributed out-
right to the issue, and in the case of such issue's death
prior thereto, shall forthwith be distributed to the
issue's estate.

     6.  If the payment of income from this trust to
which any child or grandchild of mine is entitled, should
be insufficient, in the discretion of the Trustees, to
provide for the health, education, support and mainten-
ance of such child or grandchild, the Trustees may pay
to or apply for the benefit of such child or grandchild
so much of the principal of the trust estate as the Trustees
may deem proper or necessary for such purposes; provided,
however, that from and after the time that the trust
estate is divided into separate shares for each grandchild
of mine, payments of such principal for the benefit of a
grandchild shall only be made from the principal of the
share set aside for the grandchild, shall not exceed the
principal of the share set aside for the grandchild and
shall be deducted from it.  In the exercise of discretion
hereunder the Trustees shall take into consideration other
income available to such child or grandchild for these
purposes and held free of this trust.

     7.  In the event that under the foregoing pro-
visions a portion of the trust estate shall be undisposed
of, such undisposed of portion shall be distributed out-
right to my heirs.  As used herein the word "heirs" shall
mean those persons, other than creditors, who would take
my separate personal property under the laws of the State
of California if I had died on the date stipulated for
distribution and domiciled in such state.

     SEVENTH:     CHARITABLE TRUST:

     1.  The Trustee shall divide the trust estate into
two shares as follows:  One share equal to five percent (5%)
thereof shall be set aside for DISNEY FOUNDATION, and one
share equal to ninety-five percent (95%) thereof shall be
set aside for CALIFORNIA INSTITUTE OF THE ARTS.  Notwith-
standing such division into shares, each share shall not
constitute a separate trust, but rather, the entire trust
estate provided for under this Article SEVENTH shall
be held as one trust for the benefit of both organizations.

     2.  In the event the Trustee shall determine that
either of the above mentioned organizations shall be in
further need of funds in order to carry out the purposes
for which such organizations were formed, the Trustee may
distribute to such organization so much of the principal
of the share of the trust estate set aside for the benefit
of such organization, up to the whole thereof, as the
Trustee, in its sole and absolute discretion shall deem
necessary or proper for such purposes.  Distributions of
principal of the trust estate may be made to one organiza-
tion and not to the other, in the sole and absolute dis-
cretion of the Trustee.  Any payment of principal, however,
shall not exceed the principal of the share of the trust
estate set aside for such organization and, in order that
such organization will thereafter receive only that part
of income of the trust estate which is proportionate to
the undistributed share of such organization in such trust
estate, such principal distribution shall be deducted from
the share set aside for such organization.  For example,
if two percent (2%) of the principal of the entire trust
estate were distributed to Disney Foundation, thereafter
the share of the total income of the trust estate to be
distributed to Disney Foundation would be three percent (3%).
Likewise, if two percent (2%) of the principal of the entire
trust estate were thereafter distributed to California
Institute of the Arts, would be ninety-three percent
(93%).

     4.  In the event that the principal of the trust
estate consists of shares of stock of Walt Disney Productions,
or any other securities of such corporation or any other
corporation, and the Trustee has decided to make a distribu-
tion of principal in accordance with the provisions of the
preceding paragraph, the Trustee, in its sole and absolute
discretion, may accomplish such principal distribution in
any one or more of the following ways, either alone or in
combination:

          (a)     Distribute the securities

          (b)     Sell the securities (which would
     otherwise have been distributed) to one or
     more third parties and distribute the net
     proceeds, or

          (c)     Purchase such securities in its
     individual capacity (at the closing price
     for such securities on the New York Stock
     Exchange on the date of purchase) and distri-
     bute the proceeds.

     5.     If the entire principal of the share of the
trust estate set aside for California Institute of the Arts
is distributed to it under the provisions of the foregoing
paragraphs, the Trustee may terminate the trust and distri-
bute outright to Disney Foundation the entire remaining bal-
ance of the trust estate.  However, if the entire principal
of the share of the trust estate set aside for Disney Founda-
tion is distributed outright to it, the trust shall not ter-
minate, but rather, the entire remaining balance of the trust
estate shall then continue to be held in trust solely for the
benefit of California Institute for the Arts, subject to all
of the terms and conditions of this Article SEVENTH.

     EIGHTH:     RESIDUARY TRUST:

     1.  The entire net income of each of the four
Residuary Trusts created under the provisions of Paragraphs
3 through 6 of Article FIFTH above shall be paid to or
applied for the benefit of the person designated as a life
income beneficiary in monthly or other convenient instalments [sic],
but no less often than quarterly, during the entire lifetime
of such life income beneficiary.

     2.  Upon the death of such life income benefici-
ary (or upon my death in the event that such life income
beneficiary does not survive me) the Trustee shall divide
the particular Residuary Trust into equal shares as fol-
lows:  One share for each then living person designated as
a remainderman of such Residuary Trust and one share for
the then living issue of each such remainderman who may
then be deceased.  The share set aside for each remainder-
man who has then attained age thirty (30) shall be distri-
buted outright to him or her.  The share set aside for each
remainderman who has not then attained age thirty (30) shall
continue to be held in trust, subject to the provisions of
Paragraph 3 of this Article EIGHTH below.  The share set
aside for the issue of a deceased remainderman shall be
distributed outright to such issue upon the principle of
representation, subject however, to the provisions of
Paragraph 4 of this Article EIGHTH below.

     3.  In the event that under the provisions of
the preceding paragraph a share of a Residuary Trust shall
continue to be held in trust for a remainderman, the
Trustees shall pay to or apply for the benefit of such
remainderman all of the net income of such share in monthly
or other convenient instalments [sic] but no less often than
quarterly; provided, however, that until such time as a
remainderman attains age twenty-one (21) the Trustees shall
only pay to or apply for the benefit of such remainderman
so much of the net income of such share as the Trustees deem
necessary or proper to provide for the remainderman's health,
education, support and maintenance and the balance of such
income shall be accumulated and added to the principal of
such share.  At such time as a remainderman for whom a
share is held in trust under the provisions of this Para-
graph 3 attains age thirty (30), the Trustees shall distri-
bute outright to the remainderman the entire remaining
balance of such share.  Should any remainderman for whom
a share is held in trust under the provisions of this Para-
graph 3 die prior to obtaining full distribution of such
share, the Trustees shall distribute outright the then
remaining balance of such remainderman's share to the
lawful issue of such remainderman living at the date of the
remainderman's death, upon the principle of representation,
subject however, to the provisions of Paragraph 4 of this
Article EIGHTH below, and should no such issue be then
living such remaining balance shall go to augment equally
the shares then held for the benefit of, and those pre-
viously distributed to, the other remainderman of the
particular Residuary Trust, excluding each remainderman
theretofore deceased leaving no issue living at the time
of such augmentation, but including upon the principle of
representation the then living lawful issue of any deceased
remainderman of such particular Residuary Trust.

     4.  In the event that under the foregoing pro-
visions a portion of a Residuary Trust becomes distributable
to the issue of any deceased remainderman and any such issue
has not then attained age twenty-one (21) the Trustees shall
hold, administer, invest and reinvest such issue's part of
the Residuary Trust for his or her benefit, and shall apply
so much of the net income and such portion of the principal
thereof as the Trustees in their discretion shall deem
necessary for such issue's health, education, support and
maintenance, or in the discretion of the Trustees, shall make
such payments to the legal guardian of such issue or to the
person with whom such issue may reside or directly to such
issue, or otherwise, as the Trustees may from time to time
deem advisable, and shall accumulate for the benefit of such
issue any income not so applied or paid.  When an issue for
whom a portion shall have been retained in trust under this
provision attains age twenty-one (21), any of such portion
then held for the benefit of such issue shall be distributed
outright to the issue, and in the case of such issue's death
prior thereto, shall forthwith be distributed to the issue's
estate.

     5.  If the payments of income from a Residuary
Trust to which any life income beneficiary or remainderman
is entitled should be insufficient, in the discretion of
the Trustees to provide for the health, education, support
and maintenance of such life income beneficiary or remain-
derman, the Trustees may pay to or apply for the benefit
of such life income beneficiary or remainderman so much of
the principal of the Residuary Trust as the Trustees may
deem proper or necessary for such purposes; provided however,
that from and after the time that a Residuary Trust is
divided into separate shares for the remainderman, payments
of such principal for the benefit of a remainderman shall
only be made from the principal of the share set aside
for the remainderman, shall not exceed the principal of
the share set aside for the remainderman and shall be
deducted from it.  In the exercise of discretion hereunder
the Trustees shall take into consideration other income
available to a life income beneficiary or remainderman for
these purposes and held free of a Residuary Trust.

     6.  In the event that under the foregoing pro-
visions a portion of a Residuary Trust shall be undisposed
of, such undisposed of portion shall augment the principal
of the Disney Family Trust provided for under the terms of
Article SIXTH above and shall be held, administered and
distributed as provided therein.

     NINTH:     POWER OF TRUSTEES:

     To carry out the purposes of the trusts created
hereunder and subject to any limitations set forth else-
where in this instrument the Trustees are vested with the
following powers, in addition to any now or hereafter con-
ferred by law:

     1.  To continue to hold any property,
including stock of a Trustee corporation, and to
operate at the risk of the Trust Estate and not
at the risk of the Trustees, any property or busi-
ness received in this Trust, including specifically
any shares of stock of Walt Disney Productions, Inc.
and Retlaw Enterprises, Inc. (or any successor of such
corporations), as long as the Trustees may deem
advisable, the profits and losses therefrom to
inure to or be chargeable to the Trust Estate as
a whole and not to the Trustees.  The Trustees
shall not be required to sell any of such assets
merely for the sake of diversifying trust invest-
ments, or for the sake of obtaining funds to pur-
chase assets that produce more income.

     2.  To manage, control, sell, convey, exchange,
partition, divide, subdivide, improve, repair; to
grant options and to sell upon deferred payments;
to lease for terms within or extending beyond the
duration of the Trust for any purpose, including
exploration for and removal of gas, oil and other
minerals; to compromise, arbitrate or otherwise
adjust claims in favor of or against the Trust;
to create restrictions, easements and other servi-
tudes; to carry such insurance as the Trustees may
deem advisable.

     3.  To invest and reinvest the principal,
and income if accumulated, and to purchase or
acquire therewith every kind of property, real,
personal or mixed, and every kind of investment
specifically including, but not by way of limita-
tion, corporate obligations of every kind and stocks,
preferred or common; to invest in any common trust
fund now or hereafter established by a corporate
Trustee.

     4.  To advance funds to said Trust for any
trust purpose, such advances with interest at cur-
rent rates to be a first lien on and to be repaid
out of principal or income; to reimburse Trustees
from principal or income for any loss or expense
incurred by reason of Trustees' ownership or hold-
ing of any property in this Trust.

     5.  To borrow money for any trust purpose upon
such terms and conditions as the Trustees may deem
proper, and to obligate the Trust Estate for repay-
ment; to encumber the Trust Estate or any of its
property by mortgage, deed of trust, pledge or other-
wise, using such procedure to consummate the trans-
action as the Trustees may deem advisable.

     6.  To have respecting securities all the rights,
powers and privileges of an owner, including, without
limiting the foregoing, the power to give proxies, pay
calls, assessments and other sums deemed by the Trustees
necessary for the protection of the Trust Estate; to
participate in voting trusts, pooling arrangements, fore-
closures, reorganizations, consolidations, mergers and
liquidations, and in connection therewith to deposit
securities with and transfer title to any protective
or other committee under such terms as the Trustees may deem
advisable; to exercise or sell stock subscription or
conversion rights; to accept and retain as an invest-
ment hereunder any securities received through the
exercise of any of the foregoing powers.

     7.  Upon any division or partial or final distri-
bution of the Trust Estate, to partition, allot and
distribute the Trust Estate in undivided interests
or in kind or partly in money and partly in kind, at
such valuation and according to such method or pro-
cedure as the Trustees may deem necessary to make
such division or distribution.

     8.  To budget the estimated annual income and
expenses of the Trust in such manner as to equalize,
as far as practicable, periodical income payments to
beneficiaries.

     9.  In the determination of what is income or
principal of the Trust Estate the Trustees shall be
governed by the provisions of the California Principal
and Income Act from time to time existing; provided
however, that nay stock dividends of five percent (5%)
or less paid by Walt Disney Productions (or any successor
corporation) shall be considered income rather than
principal.

     10.  The enumeration of certain powers of the
Trustees shall not limit their general or implied
powers, and the Trustees, subject always to the dis-
charge of their fiduciary obligations, are vested with
and shall have all the rights, powers and privileges
which an absolute owner of the same property would have;
provided however, that none of the foregoing powers shall
be construed to allow the Trustees to transfer trust pro-
perty to any person other than the designated Trust bene-
ficiaries without receiving fair and adequate considera-
tion.

     11.  In the event that there shall be included as
an asset of the trust estate one or more parcels of
residential real property (or a fractional interest
therein) the Trustees are authorized to hold such pro-
perties as an asset of the trust estate so long as my
wife, Lillian B. Disney, is living and shall desire to
occupy such residential real property.  If my wife does
occupy such residence or residences she shall be able to
do so without payment of rent and shall generally manage,
care for and protect it, but the Trustees may pay a pro-
portionate amount of any taxes, assessments, liens and
insurance on such properties and a similar proportion of
the expenses and repair and replacements to any
buildings thereon.  The Trustees shall have no
other responsibilities as to such properties while
they are being occupied by my wife but the Trustees
may carry insurance for the protection of the trust
estate at the expense of the trust estate.  At such
residence, or upon her death, the Trustees shall sell
the residences and the proceeds shall become part
of the trust estate.

     TENTH:     GENERAL PROVISIONS.

     Subject to any limitations stated elsewhere in this
instrument the following additional provisions shall apply to
all trusts and trust estates created hereunder:

     1.  Each and every beneficiary shall be without
right, power or authority to sell, assign, pledge,
mortgage or in any other manner to encumber, alienate,
or impair his or her beneficial or legal interest in
the Trust, or any part thereof, or in the principal
or income thereof, and the beneficial and legal interest
in and the principal and the income of the Trust and
every part thereof shall be free from the interference
or control of creditors of each and every beneficiary of
the Trust and shall not be subject to the claims of any
creditor of any beneficiary, nor liable to attachment,
execution, bankruptcy or any other process of law, and
the income and principal of the Trust shall be paid
over to the beneficiary in person, or in the event of
minority or incompetency of the beneficiary, or to
or for the benefit of the beneficiary in such manner as
in the Trustees' discretion seems most advisable, at the
time and in the manner herein provided and not upon any
written or verbal order nor upon any assignment of trans-
fer thereof by the beneficiary or by operation of law.

     2.  Whenever the Trust Estate hereunder is divided
into separate shares, each such share shall constitute
a separate and distinct trust, but the Trustees shall
not be required to make physical segregation of the
trust assets and may hold property in undivided interests
in each of such trusts.  The Trustees may, however, make
physical segregation if that seems necessary or advisable
in their discretion.

     3.  Income accrued or unpaid on trust property when
received into the Trust shall be treated as any other
income.

     4.  Upon the death of any beneficiary, any accrued
or undistributed income which would have been payable to
such beneficiary had such beneficiary continued to live,
shall be paid to the person or persons who may be
entitled to the payment of income on the day on which
income next is payable or who may be entitled to the trans-
fer of principal upon such beneficiary's death.

     5.  The Trustees may make payments to any beneficiary
under disability by making them to the guardian of the
person of the beneficiary, or directly to the beneficiary,
or may apply them for the beneficiary's benefit.  In the
case of a minor, payments may also be made to either parent,
or may be made directly to any minor who, in the
judgment of the Trustees, is sufficiently mature to
judiciously use the same.

     6.  The terms "child," "grandchildren," "issue,"
and "heirs" whenever used in this instrument shall
include legally adopted children.

     7.  Any Trustee shall have the right to resign
the trusteeship at any time.  Upon resignation or
inability to act of any Trustee, a successor Trustee
shall be appointed in the manner provided herein with
respect to successor Trustees.  No bond shall be
required of any Trustee named herein nor of any successor
Trustee who may be appointed hereunder.

     8.  Until the Trustees shall receive written notice
of any birth, marriage, death or other event upon which
the right to payments from this Trust may depend, the
Trustees shall incur no liability to persons whose
interests may have been affected by that event for dis-
bursements made in good faith.

     9.  The Trustees shall be fully protected in any
action or nonaction taken, permitted or suffered in
good faith and in accordance with the opinion of their
counsel, and in case of legal proceedings involving
the Trustees or the principal or income of the trust
estates, the Trustees may defend such proceedings, or
may, upon being advised by counsel that such action is
necessary or advisable for the protection of the interests
of the Trustees or of the beneficiaries, institute any
legal proceedings.

     10.  Anything to the contrary notwithstanding, no
trust created hereunder (except the Charitable Trust
provided for in Article SEVENTH above which shall con-
tinue indefinitely as provided for therein) shall continue
for a period longer than twenty-one (21) years after the
death of the last to die of all of the beneficiaries
thereof living at the date of my death, and any trust
which does not otherwise terminate prior to that date
shall terminate on that date and thereupon the Trustees
shall distribute and deliver free and clear of any
trust the then remaining balance of principal and undis-
tributed net income to the persons who are at that time
entitled to income from each trust or portion of a trust
on such termination date, and in the same proportions as
they are entitled to receive the income at such time.

     ELEVENTH:     SUCCESSOR TRUSTEES:

     In the event of the death, resignation or incapa-
city of LILLIAN B. DISNEY, she shall be succeeded as a Co-
Trustee by DIANE DISNEY MILLER, and in the event of the
death, resignation or incapacity of DIANE DISNEY MILLER, she
shall be succeeded as a Co-Trustee by SHARON DISNEY BROWN
and in the event of the death, resignation, or incapacity
of SHARON DISNEY BROWN, a successor Co-Trustee shall be
appointed by the remaining two Co-Trustees.  In the event
of the death, resignation or incapacity of HERBERT F.
STURDY, a successor Co-Trustee shall be appointed by the
remaining two Co-Trustees; provided however, that such
Co-Trustees shall give consideration to appointing another
partner in the law firm of Gibson, Dunn & Crutcher to serve
as each successor Co-Trustee.  All rights, powers, duties
and discretions herein conferred upon the original Trustees
shall vest in all successor Trustees.

     TWELFTH:     Except as I may otherwise expressly
provide in writing in connection with any transfer made
prior to my death, I direct that all estate, inheritance
and succession taxes imposed by the Federal Government or
by any country, state, district or territory, and occasioned
or payable by reason of my death, whether or not attribu-
table to property subject to probate administration, shall
be chargeable to and paid out of the residue of my estate
provided for under the terms of Article FIFTH above with-
out apportionment, deduction or reimbursement therefor,
and without adjustment thereof among the residuary bene-
ficiaries.

     THIRTEENTH:  Except as otherwise provided in
this Will, I have intentionally and with full knowledge
omitted to provide for my heirs, including any persons who
may claim to be an issue of mine.

     FOURTEENTH:  If any devisee, legatee or bene-
ficiary under this Will or any legal heir of mine, or person
claiming under any of them, shall contest this Will or
attach or seek to impair or invalidate this Will, or any
part or provision hereof, or conspire with or voluntarily
assist anyone attempting to do any of those things, in
that event I specifically disinherit each such person and
all legacies, bequests, devises and interests given under
this Will to that person shall be forfeited and shall augment
proportionately the shares of my estate going under this
Will to or in trust for such of my devisees, legatees and
beneficiaries as hall not have participated in such acts
or proceedings.  If all my devisees, legatees and bene-
ficiaries shall participate in such proceedings, I give
devise and bequeath the whole of my estate to my heirs-at-
law excluding all of the aforesaid persons as if they had
predeceased me.

     FIFTEENTH:  I nominate and appoint my wife,
LILLIAN B. DISNEY, HERBERT F. STURDY and UNITED CALIFORNIA
BANK, as Co-Executors of this Will.  In the event that either
my wife or HERBERT F. STURDY shall be unable to act as such
or shall fail to complete the administration of my estate,
then the other shall serve as Co-Executor along with UNITED
CALIFORNIA BANK and in the event that both my wife and
HERBERT F. STURDY are unable to act as such or shall fail
to complete the administration of my estate then UNITED
CALIFORNIA BANK shall be the sole Executor.  No bond shall
be required of any individual while acting as a Co-Executor
hereunder.  Such Co-Executors shall have full power and
authority to lease, sell, exchange or encumber the whole
or any part of my estate, without notice, but subject to
such confirmation as may be required by law and may continue
to hold, manage and operate any property, and, subject to
court approval, any business belonging to my estate.  I
further authorize and empower my Co-Executors, upon any
division of my estate, or upon any partial or final distri-
bution of my estate, to partition, allot and distribute my
estate in undivided interests or in kind or partly in money
and partly in kind according touch method or procedure as
my Co-Executors shall determine; provided however, that in
making an allocation of assets to the various trust created
under the provision of Article FIFTH above, any shares of
stock of Retlaw Enterprises, Inc., or any successor corpora-
tion, or any interest in residential real properties which are
included in the residue of my estate shall only be allocated
to the Disney Family Trust provided for thereunder.


     IN WITNESS WHEREOF, I have hereunto set my hand
this 18th day of March 1966.

                             _________________________
                             WALTER E. DISNEY
                             [signed Walter E. Disney]


     The foregoing instrument consisting of fifteen
(15) pages, including the page upon which this attestation
is completed, was at the date thereof by the said WALTER E.
DISNEY signed and sealed and published as and declared by
him to be his Last Will and Testament in the presence of us,
who, at his request and in his presence and in the presence
of each other, have subscribed our names as witnesses thereto.


_____________________ Residing at ________________________
[signed Royal Clark]              [Yorba Linda]

_____________________ Residing at ________________________
[signed Ronald E. Gother]         [San Gabriel, Calif.]

_____________________ Residing at ________________________
[signed William H.D. Cottrell]    [North Hollywood Calif.]



FILED  DEC 21 1966  19
       -----------    --
WILLIAM G. SHARP, COUNTY CLERK

By _________________ Deputy
   [signed O. Vines]


ADMITTED TO PROBATE

Date  JAN 6- 1967
      -----------
Attest: WILLIAM G. SHARP, County Clerk

By ___________________ Deputy
   [signed T. Lockard]