EFTA01393154

date with respect to options series designated by OCC as "grandfathered- for purposes of this rule (i.a, series opened prior to publication of this Supplement that remain outstanding on February 1, 2009). In the case of all other options series. a cash dividend or distribution announced on or after February 1, 2009, will generally be considered "ordinary," regardless of size. if OCC believes that it was declared pursuant to a policy or prac- tice of paying such dividends or distributions on a quer. terty or other regular basis (and no adjustment will nor- mally be made for any cash dividend or distribution that amounts to less than $12.50 per contract). As an excep- tion to the general rule. options on fund shares will gener- ally be adjusted for capital gains distributions even if made on a regular basis, and adjustments may be made for certain other distributions in respect of fund shares in special circumstances described in OCC's rules, pro- vided in each case that the amount of the adjustment would be 3.125 or more per fund share. Determinations whether to adjust for cash dividends or distributions not covered by the preceding rules, or when other special circumstances apply, are made on a case-by-case basis. Part II. Adjustment of Exercise Prices. The first seven paragraphs on page 20 of the Booklet ere deleted in their entirety, and the following material is inserted in lieu thereof. Stock dividends. stock distributions and stock solits may result in an adjustment of the number of options held or written or the number of underlying shares, and in some cases may also result in an adjustment of the exer- cise price. Stock Options with Exercise prices Stated in Fractions As of the date of this Supplement, exercise prices for stock options are stated in points and fractions of a point (e.g.. 2014 or 301h). The smallest fraction is 14. The following adjustment rules apply to any series of stock options whose exercise price is stated in points and frac- tions of a point: As a general rule, a 2 for 1 or a 4 for 1 stock split, stock distribution or stock dividend will result In the num- ber of outstanding options being proportionately increased and the exercise price being proportionately decreased. EXAMPLE: Before a 2 for 1 stock split, an investor holds an option on 100 shares of XYZ stock with an exercise price of $60. Alter adjustment for the split, he will hold two XYZ options, each on 100 shares and each with an exercise price of $30. A stock dividend. stock distribution or stock split other than a 2 for 1 or a 4 for 1 distribution or split will normally result In an adjustment in the number of shares deliverable upon exercise, while the aggregate exercise price for the contract remains unchanged. 106 CONFIDENTIAL - PURSUANT TOCRESDRIVG3166591 P. 6(e) CONFIDENTIAL SDNY_GM_00244775 EFTA01393154