1) 19 The Walt Disney Company ("DIS") Common Shares
2) Cash in lieu of .353 fractional DIS Common Shares*

*The cash portion of the deliverable remains permanently fixed as part of the option deliverable, and does not vary with price changes of securities also included in the deliverable

DELAYED SETTLEMENT

OCC will delay settlement of DGD option exercise/assignment activity until the end of "when-issued" trading in DIS, if any, is determined by the New York Stock Exchange ("NYSE") and until the cash in lieu of fractional DIS Shares is determined.

PRICING

DGD = .19(DIS) + cash in lieu of .353 DIS

For example, if DIS closes at 27, and the cash in lieu amount is $9.53, the DGD price would be:

DGD = .19(27) + .0953 = 5.23

In this example, a DGD 5 Call would be $23.00 in-the-money (difference of deliverable of $523.00 and the strike price amount of 5 x 100 = $500.00).

BACKGROUND

The Walt Disney Company has announced a mandatory conversion of Disney Internet Group ("DIG") Common Shares into Walt Disney Company ("DIS") Common Shares. On March 20, 2001, Shareholders of Disney Internet Group ("DIG") will receive .19353 DIS shares for each DIG share. Cash will be paid in lieu of fractional DIS Shares.

***THE FOREGOING IS AN UNOFFICIAL SUMMARY OF THE TERMS OF THE DISTRIBUTION, PREPARED BY OCC FOR THE CONVENIENCE OF CLEARING MEMBERS. OCC ACCEPTS NO RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF THE SUMMARY. ***** CLEARING MEMBERS SHOULD REFER TO THE NYSE STOCK MARKET BULLETIN DATED FEBRUARY 27, 2001, FOR AN AUTHORITATIVE DESCRIPTION OF THE DISTRIBUTION.

Pursuant to Article VI, Section 11, of OCC's By-Laws, a panel of OCC's Securities Committee has determined to adjust all DIG options as indicated above (the panel consists of two representatives from the Exchanges on which the affected option is traded (in this case The American Stock Exchange ("AMEX"), The Philadelphia Exchange ("PHLX"), and the Chairman of OCC or his delegee, who only votes in case of a tie).