DIVIDEND REINVESTMENT AND
SHARE PURCHASE PLAN OF
SOUTHWEST GEORGIA FINANCIAL CORPORATION,
AS AMENDED AND RESTATED
The purpose of this Dividend Reinvestment and Share Purchase
Plan ("Plan"), of Southwest Georgia Financial Corporation (the
"Company"), as amended and restated, is to provide the holders of
record of the common stock, $1.00 par value (the "Common Stock")
of the Company, and its successors and assigns, with a simple and
convenient method of investing cash dividends and voluntary cash
contributions in shares of the Common Stock of the Company
without payment of any brokerage commission. The shares of
Common Stock purchased pursuant to the Plan (the "Participating
Stock") will be authorized but unissued shares obtained from the
Company, shares obtained in privately negotiated transactions, or
shares purchased on the open market by American Stock Transfer &
Trust Company in its capacity as Administrator of the Plan, or
any successor administrator (for purposes of the Plan, references
to "Administrator" will refer to the American Stock Transfer &
Trust Company or any successor Administrator). The terms and
conditions of the Plan are set forth as follows:
1. ELIGIBILITY. All holders of record of Common Stock are
eligible to participate in the Plan. Beneficial owners of Common
Stock whose shares are held for them in registered names other
than their own, such as in the names of brokers, bank nominees or
trustees, should, if they wish to participate in the Plan,
arrange for the holder of record to participate on their behalf.
2. ENROLLMENT. Any holder of record of Common Stock may
elect to become a participant in the Plan ("Participant") by
returning to the Administrator a properly completed authorization
card (the "Enrollment Card") in the form to be provided. The
completed Enrollment Card appoints the Administrator as agent for
the Participant and:
(i) authorizes the Company to pay to the Administrator for
the Participant's account all cash dividends payable on the
Common Stock which the Participant has enrolled in the Plan;
(ii) authorizes the Administrator, as agent, to retain for
credit to the Participant's account any cash dividends and
any Common Stock that are distributed as a non-cash dividend
or otherwise on the Participating Stock and credited to the
Participant's account, and to distribute to the Participant
any other non-cash dividend paid on such Participating
Stock;
(iii) authorizes the Administrator, as agent, to apply
such cash dividends to the purchase of shares of Common
Stock in accordance with the terms and conditions of the
Plan; and
(iv) authorizes the Administrator, as agent, to apply
voluntary cash contributions to the purchase of
Participating Stock.
The Enrollment Card provides for the purchase of
Participating Stock through the following investment options:
(i) FULL DIVIDEND REINVESTMENT directs the Agent to invest
in accordance with the Plan all cash dividends on all shares
of Common Stock then or subsequently registered in a
Participant's name; or
(ii) PARTIAL DIVIDEND REINVESTMENT directs the Agent to
invest in accordance with the Plan the cash dividends on all
of the shares held in the Participant's name that are
designated on the Enrollment Card; or
(iii) if participating in dividend reinvestment, voluntary
cash contributions, with a minimum contribution of $5 and a
maximum contribution of $5,000 per month, which directs the
Administrator to invest such contributions in Common Stock
in accordance with the Plan.
Participants may change their investment options under the
Plan at any time by completing a new Enrollment Card and
returning it to the Administrator.
3. ACCOUNT OF PARTICIPANT. After receipt of the properly
completed Enrollment Card, the Administrator will open an account
under the Plan as agent for the Participant and will credit to
such account:
(i) all cash dividends received by the Administrator from
the Company on shares of Common Stock registered in the
Participant's name and enrolled in the Plan by the
Participant and voluntary cash contributions received from
the Participant, commencing with the first such dividends
paid or contributions received by the Administrator after
receipt of the Enrollment Card, provided the Enrollment Card
is received by the Administrator at least one business day
prior to the record date of the dividend in the case of the
reinvestment of dividends and at least one business day
prior to the last business day of a month in the case of
voluntary cash contributions;
(ii) all full or fractional Participating Stock purchased
for the Participant's account;
(iii) all cash dividends received by the Administrator
on any full or fractional Participating Stock credited to
the Participant's account;
(iv) any shares of Common Stock distributed by the Company
as a dividend or otherwise on Participating Stock credited
to the Participant's account;
(v) any Participating Stock transferred by the Participant
pursuant to Paragraph 10 of the Plan; and
(vi) all voluntary cash contributions received by the
Administrator.
4. REINVESTMENT OF DIVIDENDS AND INVESTMENT OF VOLUNTARY
CASH CONTRIBUTIONS.
(a) Cash dividends and voluntary cash contributions
credited to a Participant's account will be commingled with the
cash dividends and voluntary cash contributions credited to all
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accounts under the Plan. Such dividends and cash contributions
will be applied to the purchase of Participating Stock, if
pursuant to open market purchases, at a price equal to the
average price of all shares of Common Stock purchased in the open
market for Plan Participants with respect to a particular
dividend payment date or the date the purchases are made with
voluntary cash contributions, as the case may be, with the
aggregate funds used for such purchases and, if pursuant to
authorized but unissued shares or treasury stock obtained from
the Company, or in negotiated transactions, at the average of the
high and low sales price of the Common Stock on the American
Stock Exchange, or any exchange, or The Nasdaq Stock Market, on
which the Common Stock is then traded, on the date when such
shares are acquired from the Company (or, if no trade occurred
on an exchange or The Nasdaq Stock Market on that date, on the
next preceding day when a trade of the Common Stock occurred).
(b) Purchases with reinvested dividends will be made once
per quarter, commencing on the next dividend payment date or the
following business day if the dividend payment date is not a
business day, and being completed as soon thereafter as
practicable.
(c) Purchases with voluntary cash contributions received by
the Administrator within one business day of the last business
day of the month will be made on the first business day of the
following month (the "Cash Contribution Investment Date").
(d) A Participant's account will be credited with
fractional shares computed to three decimal places. The
Administrator will make every reasonable effort to reinvest all
dividends and invest cash contributions promptly on or after each
dividend payment date or Cash Contribution Investment Date except
where, in the opinion of the Administrator or the Company's legal
counsel, such investments are restricted by any applicable state
or federal securities law. In any event, all cash dividends paid
to the Administrator for the benefit of Participants will be
invested within 30 days of each dividend payment date by the
Administrator. Voluntary cash contributions received more than
45 days before a Cash Contribution Investment Date will be
returned to the Participant. All dividends and cash
contributions will be held pending investment in a non-interest
bearing account maintained by the Administrator. Any amount
received as a voluntary cash contribution will be returned by
mail to the Participant if the Administrator receives a written
notice requesting such return at least 48 hours prior to the next
Cash Contribution Investment Date following the Administrator's
receipt of the voluntary cash contribution.
5. REPORTS. The Administrator will promptly mail to each
Participant a statement confirming each purchase of Participating
Stock made for his or her account, which will be based on the
amount of dividends reinvested, the amount of voluntary cash
contributions made, and the purchase price for the Common Stock.
Participants will incur no brokerage commissions or service
charges for purchases made under the Plan. All brokerage
commissions or service charges for purchases made under the Plan
and all other costs of administration of the Plan will be paid by
the Company.
6. NO CERTIFICATES. The Administrator may hold the
Participating Stock of all Participants together in its name or
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in the name of its nominee. No certificates will be delivered to
a Participant for Participating Stock except upon written request
or upon termination of the account. A Participant may request
certificates for any full shares credited to his or her account
at any time. No certificates will be delivered for fractional
shares. If a Participant requests certificates but does not
terminate the shares participating in the Plan, dividends on such
shares will continue to be reinvested in accordance with the
Plan.
7. REGISTRATION ACCOUNT. Accounts under the Plan will be
maintained in the name in which the Participant's certificates
are registered when the Participant enrolls in the Plan, and
certificates for full shares will be similarly registered when
issued to the Participant. Certificates will be registered and
issued in names other than the account name, subject to
compliance with any applicable laws and payment by the
Participant of any applicable fees and taxes, provided that the
Participant makes a written request therefor in accordance with
the usual requirements of the Company for the registration of a
transfer of the Participating Stock.
8. TAXES. The Administrator will comply with all
applicable Internal Revenue Service requirements concerning the
filing of information returns for dividends credited to each
account under the Plan and such information will be provided to
the Participant by a duplicate of that form or in a final
statement of the account for each calendar year. With respect to
foreign Participants whose dividends are subject to United States
income tax withholding and with respect to Participants subject
to the backup withholding requirements, the Administrator will
comply with all applicable Internal Revenue Service requirements
concerning the amount of tax to be withheld from the dividends
prior to reinvestment.
9. PROXY SOLICITATION; VOTING OF COMMON STOCK. The
Administrator will promptly forward any proxy solicitation
materials to the Participant. The Administrator will vote any
Participating Stock that it holds for the Participant's account
in accordance with the Participant's directions. If a
Participant returns a signed proxy to the Administrator without
directing how such shares are to be voted, the Administrator will
vote such shares on any proposal in accordance with the Company
recommendations.
10. TRANSFERS OF PARTICIPATING STOCK TO ADMINISTRATOR. The
Participant may transfer any Participating Stock held of record
in his or her name to the Administrator or the Administrator's
nominee and such shares will be held by the Administrator for the
Participant's account as Participating Stock subject to the terms
and conditions of this Agreement.
11. SAFEKEEPING OF OTHER STOCK CERTIFICATES. Upon request
of a Participant, the Administrator, without charge, will hold
for safekeeping any other Company Common Stock certificates that
the Participant already owns by depositing them in the
Participant's Plan account. A Participant may obtain stock
certificates from the Participant's Plan account pursuant to
Section 6 hereof.
12. TERMINATION OF PLAN ACCOUNT OR WITHDRAWAL OF SHARES. A
Participant may terminate his or her account or withdraw some of
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the shares credited to the Plan account at any time by giving a
written notice of termination or withdrawal of shares to the
Administrator. Any such notice of termination or withdrawal of
shares received by the Administrator less than five business days
prior to a dividend record date will not become effective until
dividends paid in relation to such record date have been
invested. When a Participant terminates his or her participation
in the Plan or upon termination of the Plan by the Company,
certificates for full shares of Common Stock credited to a
Participant's account under the Plan will be issued and a cash
payment will be made for any fraction of a share. Upon request,
the Administrator will sell full shares of Common Stock of a
Participant and pay the proceeds of such sale to the Participant
after deducting a nominal service fee and brokerage fees, if any.
The sale will generally be made by the Administrator for the
Participant's account in the open market within five business
days after receipt of the request. Any fractional interests in
shares may be aggregated and sold with those of other terminating
Participants, less applicable service fees and brokerage
commissions, if any. The proceeds to each Participant will be
the average sales price of all shares so aggregated and sold.
If the request to terminate or withdraw shares is not
received at least five business days prior to the record date for
a dividend payment, any amount paid on the payment date will be
reinvested for the Participant's account. The termination or
withdrawal request will be processed as soon after the dividend
payment date as practicable.
So long as dividends on shares held in the Plan account are
reinvested, the Participant may also make voluntary cash
contributions.
13. NOTICES TO PARTICIPANTS. The Participant shall notify
the Administrator promptly in writing of any change of address.
Notices or statements from the Administrator to the Participant
may be given or made by letter addressed to the Participant at
his last address of record with the Administrator and any such
notice or statement shall be deemed given or made when received
by the Participant or two days after mailing, whichever occurs
earlier.
14. EXPENSES OF ADMINISTRATOR. In addition to any payments
made by the Company to the Administrator to administer the Plan,
the Company will either pay directly or reimburse the
Administrator for the reasonable costs of printing and
distributing Plan literature to record holders of Common Stock,
forwarding proxy solicitation materials to Participants, and
mailing confirmations of account transactions, account
statements, and other notices to Participants, and reasonable
clerical expenses associated therewith.
15. DUTIES AND RESPONSIBILITIES. Neither the Company, the
Administrator, nor its nominee(s) shall be liable hereunder for
any act or omission to act by the Company, the Administrator or
its nominee or for any action taken in good faith or for any good
faith omission to act, including, without limitation, any claims
of liability (i) arising out of failure to terminate the
Participant's account upon the Participant's death prior to
receipt of written notice of such death accompanied by
documentation satisfactory to the Administrator; (ii) with
respect to the prices at which Participating Stock are either
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purchased or sold for the Participant's account or the time of or
terms on which such purchases or sales are made; or (iii) the
market value or fluctuations in market value after purchase of
Participating Stock credited to the Participant's account. The
Company further agrees to indemnify and hold harmless the
Administrator, and its nominee(s) from all taxes, charges,
expenses, assessments, claims, and liabilities, and any costs
incident thereto, arising under federal or state law from the
Company acts or omissions to act in connection with this Plan;
provided that neither the Administrator nor its nominees may be
indemnified against any liability for claims arising out of the
Administrator's or its nominee's own willful misfeasance, bad
faith, gross negligence, or reckless disregard of its duties
under the Plan.
16. RIGHTS OFFERING. If a Participant is entitled to
participate in a rights offering, his or her entitlement will be
based upon the Participant's total holdings, including the shares
of Common Stock credited to him or her under the Plan. Rights
certificates will, however, only be issued for whole shares.
17. AMENDMENT AND TERMINATION OF THE PLAN. Notwithstanding
any other provision of the Plan, the Company reserves the right
to amend, suspend, modify or terminate the Plan at any time. All
Participants will receive notice of any such amendments,
termination, suspensions or modifications, but any such
amendments, termination, suspensions or modifications shall be
effective upon adoption, even prior to the time a Participant is
deemed to have received notice.
18. INTERPRETATION. The Company has the authority to
interpret and regulate the Plan as may be necessary or desirable
in connection with the operation of the Plan. Any such
interpretation or regulation will be final.
19. ROLE OF ADMINISTRATOR. It is understood that all
purchases or sales of Participating Stock pursuant to the Plan
will be made by the Administrator as the independent agent of the
Participant, and the Administrator shall have the sole authority
or power to direct the time and price at which securities may be
purchased or sold pursuant to the Plan or the amount of
securities to be purchased or sold.
20. GOVERNING LAW. The Enrollment Card provided for herein
is made by this reference a part of this Plan, and the Plan and
the accounts of Participants maintained by the Administrator
under this Plan shall be governed by and construed in accordance
with the internal laws of the State of Georgia.
21. LIMITATION OF ACCOUNT REGISTRATIONS. The Company
reserves the right to limit or combine account registrations with
identical tax payer identifications. In addition, the Company
reserves the right to terminate or deny enrollment of any
shareholder who participates in a manner abusive of the purpose
and intent of the Plan as determined by the Company or in a
manner deemed by the Company not to be in the best interests of
shareholders generally.
As amended and restated and approved by the Board of
Directors of Southwest Georgia Financial Corporation on this 16th
day of September, 1998.
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SOUTHWEST GEORGIA FINANCIAL
CORPORATION
By: /s/ John H. Clark
John H. Clark, Vice Chairman
and Chief Executive Officer
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SOUTHWEST GEORGIA FINANCIAL CORPORATION
ENROLLMENT CARD FOR DIVIDEND REINVESTMENT AND SHARE
PURCHASE PLAN
I hereby elect to participate in the Dividend Reinvestment
and Share Purchase Plan of Southwest Georgia Financial
Corporation in accordance with the provisions as outlined in the
Plan prospectus. By checking the box below, I authorize the Plan
Administrator of Southwest Georgia Financial Corporation to
reinvest dividends earned on shares of Common Stock registered in
my name as follows (Please check one):
/ / FULL DIVIDEND REINVESTMENT / / PARTIAL DIVIDEND REINVESTMENT
I wish to reinvest dividends on I wish to have dividends
all shares reinvested on _______ (please
registered in my name. fill in number) shares registered
in my name.
/ / VOLUNTARY CASH CONTRIBUTION
I wish to invest $_____ (a minimum of $5 and
a maximum of $5,000 per month)
in Company Common Stock. I understand that I must
participate in dividend reinvestment to make
voluntary cash payments.
Under each of the options above, Participants may make voluntary
cash payments subject to a minimum of $5 and a maximum of $5,000 per
month.
Please return this card as soon as possible ONLY if you wish to
participate in the Dividend Reinvestment and Share Purchase Plan. If you
do not return this card you will continue to receive your dividend check
as you have in the past.
___________________________ ________________________________
Date Signature
_________________________________
Signature
Return this Enrollment Card to:
American Stock Transfer & Trust Company
Attention: Dividend Reinvestment Department
40 Wall Street, 46th Floor
New York, New York 10005
1-800-278-4353
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