EXHIBIT 4.3
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SLADE'S FERRY BANCORP
SOMERSET, MASSACHUSETTS
DIVIDEND REINVESTMENT PLAN
(Amended as of October 2003)
SUMMARY OF PLAN
The Dividend Reinvestment Plan ("the Plan") of Slade's Ferry Bancorp
("the Company") provides the holders of the Company's Common Stock ($.01
par value) ("Common Stock") a convenient method of acquiring additional
shares of Common Stock of the Company without paying any brokerage
commission or service charge. All Company stockholders are eligible to
participate.
Under the Plan, participating stockholders may elect to have all
dividends on Common Stock currently owned by the participant reinvested in
newly issued shares of the Company's Common Stock and in addition, may
elect to make optional cash payments of a minimum of $100 each and an
aggregate maximum of $5,000 per year for the purchase of additional shares
of the Company's Common Stock. Shares purchased with dividends will be
purchased from the Company as of the dividend payment date at a price equal
to the closing price for the Company's Common Stock on the NASDAQ Small Cap
Market on the investment date. Shares acquired with optional cash payments
will be purchased from the Company on the 15th of each month at a price
equal to the closing price for the Company's Common Stock on the NASDAQ
Small Cap Market on the investment date.
Any participant may withdraw from the Plan at any time. The Plan will
be administered by Registrar and Transfer Company, Cranford, New Jersey.
DESCRIPTION OF THE PLAN
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1) PURPOSE
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The purpose of the Slade's Ferry Bancorp Dividend Reinvestment Plan
is to provide the Company's stockholders the opportunity to reinvest
their cash dividends into additional shares of the Company's Common
Stock, and in addition, the opportunity to elect to make optional
cash payments to purchase additional shares of the Company's Common
Stock.
2) ADVANTAGES
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A participant in the Plan may acquire additional shares of Common
Stock by authorizing automatic reinvestment of cash dividends and by
making optional cash payments without incurring any brokerage fees,
service fees, or commissions. Participants will receive a quarterly
or monthly statement setting forth the amount of dividends, the
optional cash payments received, the number of shares (full and
fractional) purchased, the price per share and the amount of shares
held for the participant by the Company.
3) ADMINISTRATION
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Registrar and Transfer Company of Cranford, New Jersey will
administer the Plan, keep a continuous record of each participant's
activities, and issue a periodic statement of account to each
participant.
4) CORRESPONDENCE
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Any correspondence concerning the Plan should be sent to:
Registrar and Transfer Company
Dividend Reinvestment Plan Department
PO Box 664
Cranford, New Jersey 07016
Telephone inquires may be directed to:
Shareholder Services:
(800) 368-5948
5) ELIGIBILITY TO PARTICIPATE
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Any company stockholder is eligible to participate in the Plan.
6) BECOMING A PARTICIPANT
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A stockholder may become a participant by filling out and signing the
authorization card and returning it to Registrar and Transfer
Company, Dividend Reinvestment Plan Department directed to
Shareholder Services. A stockholder may become a participant at any
time; however, the authorization card must be received by Shareholder
Services at least one (1) week prior to the dividend record date on
which the participant wants to begin reinvesting. Participants will
have all dividends on shares of Company Common Stock held of record
by them reinvested in additional shares of the Company's Common
Stock.
7) ACQUISITION OF SHARES
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Reinvested dividends will be used to acquire authorized but unissued
shares of Common Stock from the Company at a price equal to the
closing price for the Company's Common Stock on the NASDAQ Small Cap
Market on the investment date.
8) INVESTMENT DATE
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The investment date for the acquisition of shares by dividend
reinvestment will be the same date established by the Company as the
dividend payment date; normally January 15, April 15, July15, and
October 15. The investment date for the acquisition of shares by
optional cash payments will be on the 15th of each month or the next
business day if the 15th falls on a Saturday, Sunday, or holiday.
9) MAKING OPTIONAL CASH PAYMENTS
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Any participant may at any time elect to make optional cash payments
for the purchase of additional shares of the Company's Common Stock
by completing an Optional Cash Payment remittance form and submitting
it to Shareholder Services at Registrar and Transfer Company together
with a check payable to Registrar and Transfer Company. Such optional
cash payments must be in an amount of not less than $100 and may not
exceed a total of $5,000 in any calendar year. Any optional cash
payments received in an amount less than $100 or in excess of $5,000
for the calendar year will be returned to the participant.
Stockholders who are not participants in the Dividend Reinvestment
Plan may not acquire additional shares through optional cash
payments.
10) PURCHASING SHARES WITH OPTIONAL CASH PAYMENTS
---------------------------------------------
Optional cash payments will be utilized to purchase additional shares
of the Company's Common Stock as of the investment date at a price
equal to the closing price for the Company's Common Stock on the
NASDAQ Small Cap Market on the investment date. In order to be so
invested, optional cash payments must be received by Registrar and
Transfer Company no later than the tenth day of the month. Optional
cash payments received after the deadline for the month will be held
and invested on the next investment date. No interest will be paid by
the Company on optional cash payments held pending investment.
11) FRACTIONAL SHARES
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Each participant's account will be credited with the number of shares
purchased by the dividend and/or the optional cash payment including
fractions computed to four (4) decimal places.
12) REPORTS TO PARTICIPANTS
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Participants will receive a detailed statement of their Plan account
from Registrar and Transfer Company as soon as possible following
each dividend payment and each optional cash investment transaction.
This detailed statement will show total cash dividends received,
optional cash payments received, total shares purchased, price paid
per share and total shares held by Company. These statements should
be retained by participants to determine the tax cost basis for share
purchased.
13) WITHDRAWAL
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A participant may withdraw from the Plan at any time by providing
written notice that he/she intends to withdraw to Registrar and
Transfer Company, Shareholder Services, P.O. Box 664, Cranford, New
Jersey 07016. If a participant withdraws or if the Company terminates
the Plan, certificates for whole shares of Common Stock credited to
the account of the participant under the Plan will be issued and cash
will be remitted to the participant for any fractional shares on the
basis of the then current market price of the Company's shares.
14) CERTIFICATES
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Certificates for shares of Common Stock acquired under the Plan will
not be issued to participants but will be registered in the name of
the Company as agent for the participants. This service protects
against loss, theft or destruction of stock certificates. The number
of shares of Common Stock
credited to an account under the Plan will be indicated on the
participant's statement of account.
Upon written request by a participant, certificates for any number of
whole shares credited to an account under the Plan will be issued to
the participant. Requests for the issuance of certificates should be
mailed to Registrar and Transfer Company to the attention of
Shareholder Services.
Certificates for fractions of shares of Common stock will not be
issued under any circumstances.
Certificates will be issued in the participant's name as set forth in
the Company's shareholder record.
15) FEDERAL TAX TREATMENT
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According to Shatswell, Macleod & Company P.C., independent certified
public accountants for the Company, the federal income tax
consequences to the Company and the plan participants are as follows:
1. No gain or loss will be recognized by the Company upon
reinvestment of cash dividends in common stock of the Company
nor from the issuance of new shares under the optional cash
payments provision of the plan (Section 1032, I.R.C.)
2. At the time of reinvestment of a cash dividend under the Plan,
a participant will realize taxable income equal to the fair
market value of shares acquired (Section 301(c), I.R.C.;
Section 305 (b), I.R.C. 316 (a), I.R.C.)
3. The basis of the common stock acquired through reinvestment of
cash dividends or under optional cash payments provision of the
Plan will be the fair market value at the date of acquisition
(Section 1012, I.R.C.).
4. The holding period of the common stock acquired under the Plan
will commence on the date the stock is acquired (Section 1223
(6), I.R.C.).
5. A participant will recognize gain or loss when shares and/or
fractional shares are sold or exchanged (Section1001, I.R.C.;
Section 302 I.R.C).
The above tax consequences may not reflect every possible situation
that could result from participation in the Plan and, therefore,
participants are advised to consult with their own tax advisors with
respect to the tax consequences (including federal, state and local
taxes) applicable to their particular situation.
16) VOTING AT STOCKHOLDERS MEETINGS
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Each participant will be furnished a proxy card and will be entitled
to vote all shares held under the Plan for his account in addition to
certificate shares held by the participant directly.
17) COMPANY'S RESPONSIBILITIES
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Neither the Company nor Registrar & Transfer Company in
administrating the plan will be liable for any act done in good faith
or for any good faith omission to act including, without limitation,
any claim of liability arising out of failure to terminate a
participant's account upon such participant's death before receipt of
notice in writing of such death or with respect to any fluctuation in
the market value after any acquisition or sale of stock.
Participants should recognize that the Company cannot assure a profit
or protect against a loss on the Common Stock purchased under the
Plan.
The Company cannot guarantee that dividends on shares of its Common
Stock might not be reduced or eliminated.
18) SUSPENSION, AMENDMENT OR TERMINATION OF THE PLAN
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The Company reserves the right to suspend, amend or terminate the
Plan at any time. All participants will receive prompt written notice
of any such action. Any material amendment to the Plan will require
that a written amendment to the Company's Registration Statement be
filed with the Securities and Exchange Commission.
If the Company terminates the Plan, certificates for whole shares of
Common Stock purchased for participants under the Plan will be issued
to the Participants, and the participants will receive back any
uninvested cash together with the cash value of any fractional shares
credited to their account based on the current market value of those
shares.