exv4w2



 





EXHIBIT 4.2




AMENDMENT TO GOVERNANCE AGREEMENT




     THIS AMENDMENT TO GOVERNANCE AGREEMENT (this “Amendment”) is dated as of
January 26, 2004 and effective as of June 26, 2003 (the “Effective Date”), by
and among Nestlé Holdings, Inc., a Delaware corporation (“Nestlé”), Dreyer’s
Grand Ice Cream Holdings, Inc., a Delaware corporation (the “Company”), and
solely with respect to Articles I, II and VIII of the Agreement (as defined
below), Nestlé S.A., a corporation organized under the laws of Switzerland
(“NSA”).



RECITALS




     A. Nestlé, NSA and the Company are parties to that certain Governance
Agreement dated as of June 26, 2003 (the “Agreement”).



     B. Each of the parties hereto desires to amend the Agreement as set forth
herein, and desires that the Agreement shall remain in full force and effect,
except as expressly set forth in this Amendment.



     NOW THEREFORE, in consideration of the premises and the respective
representations, warranties, covenants, agreements and conditions hereinafter
set forth, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:



     1. Definitions. Capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to them in the Agreement.



     2. Amendments. Section 3.02(c) of the Agreement is hereby amended in its
entirety as follows:




“(c) The audit committee shall consist of the
Independent Directors; provided that any independent
director meeting the Independence Standards nominated by
Nestlé pursuant to Section 3.03(a) may be added to the
audit committee if such director is appointed by the
affirmative vote of a majority of the then-authorized
number of directors. Any committee except the audit
committee maintained after the Effective Time shall contain
at least one Continuing Investor Director. Notwithstanding
the foregoing, the compensation committee shall consist of
four directors, including two Continuing Investor Directors
and two Independent Directors.”



     3. References. All references in the Agreement to “Agreement,” “herein,”
“hereof,” or terms of like import referring to the Agreement or any portion
thereof are hereby amended to refer to the Agreement as amended by this
Amendment.



     4. No Implied Amendments. Except as expressly provided herein, the
Agreement is not being amended, supplemented, or otherwise modified, and the
Agreement shall continue in full force and effect in accordance with its terms.



     5. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but all such
counterparts together shall constitute but one and the same agreement.



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[Signature Page Follows]




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     IN WITNESS WHEREOF, each of the parties hereto has executed this
Amendment, or caused this Amendment to be executed on its behalf by a
representative duly authorized, as of the date first set forth above.


	 	 	 	 	 
	 	Nestlé Holdings, Inc.

 	 
	 	By:  	/s/ Kristin Adrian
 	 
	 	 	Name:  	Kristin Adrian 	 
	 	 	Title:  	Senior Vice President	 
	 
	 	
Nestlé S.A. 
(solely with respect to Articles I, II and

VIII of the Agreement)

 	 
	 	By:  	/s/ Hans Peter Frick
 	 
	 	 	Name:  	Hans Peter Frick 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	Dreyer’s Grand Ice Cream Holdings, Inc.

 	 
	 	By:  	/s/ Mark J. LeHocky
 	 
	 	 	Name:  	Mark J. Le Hocky 	 
	 	 	Title:  	Vice President & General Counsel 	 
	 





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