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Exhibit 1.1
CONNECTICUT WATER SERVICE, INC.
AMENDED AND RESTATED
DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
1. The purpose of the Plan is to provide holders of record of the
Company's Common Stock ("Common Stock") and customers and employees of CWC who
reside in Connecticut with a simple and convenient method of purchasing shares
of Common Stock and either investing cash dividends, or investing cash dividends
and optional cash payments, in additional shares of Common Stock without payment
of any brokerage commission. Participants may also deposit stock certificates
with the Plan's Agent for safekeeping.
2. A stockholder, customer or employee who participates in the Plan (a
"Participant") will obtain the following advantages:
(a) Participants may have all or a percentage (50% or any
higher even multiple of 10%) of their cash dividends on shares of
Common Stock registered in their name and all cash dividends on shares
credited to their Plan account automatically reinvested in Common Stock
at 100% of the market price.
(b) Participants may, in addition, invest monthly in
additional shares of Common Stock by making optional cash payments of
at least $25 and not exceeding $1,000 per month. The purchase price of
the shares purchased with optional cash payments pursuant to the Plan
will be 100% of such market price. Optional cash payments may be made
by check, money order, wire transfer or automatic account withdrawal.
(c) Residential customers of CWC, including all members of
households served by CWC, and full-time employees of CWC residing in
Connecticut who do not presently own shares of Common Stock may become
Participants by making an initial cash investment of at least $25 to
purchase shares under the Plan.
(d) A Participant will pay no brokerage commissions or service
charges in connection with purchases under the Plan.
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(e) A Participant's funds will be fully invested because the
Plan permits fractions of shares to be credited to a Participant's
account. Dividends on such fractions will be reinvested in additional
shares or fractions thereof and such shares credited to a Participant's
account.
(f) Since the Agent that administers the Plan holds and acts
as custodian of shares purchased under the Plan, a Participant may also
elect to deposit certificates for shares of Common Stock held in his or
her name with the Agent. This relieves a Participant of the
responsibility for the safekeeping of certificates and protects such
Participant against loss, theft or destruction of such certificates.
(g) Regular statements of account will provide Participants
with a record of each transaction to simplify recordkeeping.
(h) A Participant may choose to establish an Individual
Retirement Account ("IRA") through a custodian and to contribute or
roll over amounts to the IRA through a Plan account.
3. The Agent has been designated by the Company as the agent to
administer the Plan as Agent for Participants, to purchase and hold shares of
Common Stock acquired through the Plan, to maintain records, to send statements
of account to Participants and to perform other duties relating to the Plan.
Shares purchased for a Participant will be held by or through the Agent
until termination of participation in the Plan or until a written request is
received from the Participant for withdrawal of all or part of such
Participant's shares. Shares purchased under the Plan and held by the Agent will
be registered in its name or the name of one of its nominees. The Company may
replace the Agent at any time. In the event that the Agent should cease to
administer the Plan, the Company will make such other arrangements as it deems
appropriate for the administration of the Plan.
4. The following entities are eligible to participate in the Plan:
(a) Stockholders. All holders of record of shares of Common
Stock are entitled to participate in the Plan. In order to be eligible
to participate, beneficial owners of Common Stock whose shares are
registered in names other than their own (e.g., broker or bank
nominees) must become stockholders of record by having their shares
transferred into their names.
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(b) Customers. All residential customers of CWC are eligible
to participate in the Plan, as well as all members of households served
by CWC. Water consumers in the franchise territory served by CWC who
are not customers, such as renters and condominium owners, may
participate in the Plan, except that groups of individuals such as
tenant associations are not eligible to participate. All customer
Participants must reside in Connecticut. Business customers of CWC are
not eligible to participate. Customers who are eligible to participate
in the Plan are herein referred to as "Customers".
(c) Employees. All full-time employees of CWC (referred to
herein as "Employees") are eligible to participate in the Plan.
A Customer or Employee may enroll under the Plan in his or her own
name, in the joint name of the Customer or Employee and another person, or in
his or her name as custodian or trustee for another person, by marking the
Dividend Reinvestment and Common Stock Purchase Plan Authorization Form (the
"Authorization Form") in the appropriate manner. In certain cases, Customers and
Employees may also enroll under the Plan in the name of the trustee of an IRA
for the benefit of the Customer or Employee.
5. A stockholder of record or Customer or Employee may join the Plan at
any time by completing and signing an Authorization Form and returning it to the
Agent. Authorization Forms will be provided from time to time to all
non-participating stockholders and Customers and Employees and may also be
obtained at any time by telephone or written request to the Agent or to the
Secretary of the Company.
A Customer or Employee need not be a registered holder of Common Stock
but, by executing the Authorization Form, agrees to have at least $25 of Common
Stock purchased on his or her behalf as of the Investment Date said Participant
is enrolled in the Plan, at a price equal to 100% of the applicable market
price, and must acknowledge that he or she is a Connecticut resident. Each
Authorization Form for a Customer or Employee who is not a registered
stockholder must be accompanied by a check for at least $25. A stockholder
account will be opened by the Agent for Customers and Employees who become new
stockholders as a result of their purchase of Common Stock under the Plan. The
account will be opened in accordance with the instruction of the Customer or
Employee on the Authorization Form.
A Participant must furnish his or her Federal tax identification number
to the Agent when opening a Plan Account. Where the Common Stock is registered
in more
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than one name (i.e., joint tenants, trustees, etc.), all registered holders must
sign the Authorization Form. All joint accounts will be "Joint Tenants" unless
otherwise instructed by the Customer or Employee. A person returning a signed
Authorization Form, and who wishes partial reinvestment, must check the "Partial
Automatic Dividend Reinvestment" box and indicate the percentage (50% or any
higher even multiple of 10%) of dividends on shares registered in the
Participant's name which the Participant wishes to reinvest; otherwise, all
dividends or shares registered in the Participant's name will be reinvested. A
Participant automatically continues in the Plan unless he or she notifies the
Agent in writing or by telephone that he or she wishes to withdraw. A
Participant who ceases to be a Customer or Employee of CWC may continue to
participate in the Plan as long as at least one whole share of Common Stock is
registered in the Participant's name or held through the Plan. Current
Participants do not need to complete and return a new Authorization Form unless
they wish to change their method of participation.
6. If the Authorization Form is received prior to the record date for
determining the holders of Common Stock entitled to the next dividend, the
Participant will be enrolled as of the next dividend payment date and
reinvestment of dividends will commence with the next dividend. The record dates
for dividends are normally on or around the 1st day of March, June, September
and December and the dividend payment dates are normally on the 15th day of said
months.
The "Investment Date" with respect to reinvestment of dividends will
normally be the dividend payment date. The "Investment Date" with respect to
purchases of additional shares of Common Stock with funds provided by optional
cash payments will be the "Optional Cash Investment Date" which will normally be
the second day of each month. If such a day falls on a Saturday, Sunday or other
day on which the New York Stock Exchange is closed, or on which trading is
suspended, the Investment Date (and when applicable the dividend payment date)
will normally be the next trading day.
If the Authorization Form is received by the Agent after the record
date for the next dividend, the Participant's enrollment will not start until
the second succeeding dividend payment date. For example, in order to invest the
quarterly dividend expected to be payable on March 15 to stockholders of record
on March 1, or to have optional cash payments received with an Authorization
Form invested on or around April 2, a Participant's Authorization Form must be
received by the Agent no later than March 1. If the Authorization Form is
received after March 1, the dividend payable on March 15 will be paid in cash
and the Participant's reinvestment of dividends will commence with the next
dividend payment date (expected to be June 15).
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Initial investments, for Customers or Employees who do not already own
Common Stock, must be at least $25, in the form of a personal check or money
order, and must be included with the completed Authorization Form returned to
the Agent.
7. The Authorization Form permits a Participant, by checking the "Full
Dividend Reinvestment" box, to direct the Agent to invest in additional shares
of Common Stock all of the cash dividends on the shares registered in his or her
own name, as well as all dividends on shares credited to his or her account
under the Plan, and to invest optional cash payments (from $25 to $1,000 per
month), if any, which the Participant chooses to make. Alternatively, if the
"Partial Dividend Reinvestment" box on the Authorization Form is checked, a
percentage of dividends, indicated by the Participant on the Authorization Form
(50%, 60%, 70%, 80% or 90%), on shares registered in the Participant's name will
be invested in additional shares of Common Stock, as well as all dividends on
shares credited to the Participant's account and optional cash payments (of at
least $25 and not exceeding $1,000 per month), if any. A Customer or Employee
must direct the Agent to purchase shares of Common Stock with the minimum
initial investment enclosed with the Authorization Form. Customers or Employees
may also select the full or partial reinvestment option. A stockholder, Customer
or Employee may not participate in the Plan solely with respect to optional cash
payments. At least 50% of dividends on shares registered in the Participant's
name and all dividends on shares credited to a Participant's account must be
reinvested under the Plan.
Once a Participant elects reinvestment, cash dividends paid on shares
of Common Stock registered in such Participant's name or held in such
Participant's account will be reinvested in additional shares of Common Stock.
If a Participant specifies partial reinvestment, that portion of such dividend
payment not being reinvested will be sent to such Participant by check in the
usual manner or, if the Participant elects the direct dividend deposit option, a
deposit will be transmitted electronically to the Participant's bank account on
the same day dividends are paid. Participants may elect the direct dividend
deposit option by completing and signing a Direct Dividend Deposit Form and
returning it to the Agent with the information requested by the Form. In order
for the direct dividend deposit to be effective as to any dividend payment date,
the Form must be received by the Agent at least 30 days prior to the dividend
payment date. Direct dividend deposits may be terminated at any time by the
Participant by written or telephone notice to the Agent. Any such request must
be made on or before the 5th day of the applicable month (March, June, September
or December) to be effective as to that dividend payment date.
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A Participant may elect to deposit certificates with the Agent for
safekeeping and may elect to reinvest dividends on all or a portion of such
shares or to receive dividends in cash.
No matter which of the above options is chosen, all shares purchased
under the Plan and held in the Plan account will be subject to automatic
dividend reinvestment and the dividends on all such shares will automatically be
reinvested in Common Stock at a price equal to 100% of the applicable market
price.
8. If a Participant after enrollment wishes to change his or her method
of participation, either an additional Authorization Form must be executed and
returned to the Agent as specified in Section 5 or the Participant must give the
Agent telephone notice of such change as specified in Section 9. Participants
who wish to change the percentage of dividends reinvested with respect to shares
registered in their names must also either execute and return to the Agent an
additional Authorization Form or give the Agent telephone notice of such change.
If a Participant changes the percentage of his or her dividends that is to be
reinvested with respect to shares registered in his or her name by submitting a
later-dated Authorization Form or telephone notice to the Agent, the later-dated
Authorization Form or telephone notice must be received prior to the record date
for the next dividend in order for the later-dated Authorization Form or
telephone notice to take effect as of the next dividend payment date. If the
later-dated Authorization Form or telephone notice is received after the record
date for the next dividend, the percentage of such dividends reinvested on the
next dividend payment date will be the percentage indicated on the original
Authorization Form.
9. Telephone notice may be given by calling the Agent.
10. The risk to stockholders, Customers and Employees who participate
in the Plan is the same as with any other investment in shares of Common Stock
of the Company. It should be recognized that a Participant, Customer or Employee
who purchases Common Stock under the Plan loses any advantage otherwise
available from being able to select the timing of his or her investment. It
should also be recognized that, like any investment, the Company cannot assure
the Participant, Customer or Employee of a profit or protect the Participant,
Customer or Employee against a loss on the shares purchased under the Plan. The
Participant should recognize that the Company cannot assure him or her of a
profit or protect him or her against a loss on the shares purchased or sold
under the Plan. The Plan does not represent a change in the Company's dividend
policy or a guarantee of future dividends.
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11. The Company has the option to issue new Common Stock or direct the
Agent to purchase Common Stock on any securities exchange where the shares are
traded or in privately negotiated transactions on terms relating to price,
delivery, etc. as may be agreed to by the Agent. If Common Stock is purchased in
the open market, neither the Participants nor the Company will have the
authority or power to direct the time or price at which shares may be purchased
or the selection of the broker or dealer through or from whom such purchases
will be made. The Company may not change its determination that shares of Common
Stock will be purchased directly from the Company or on the open market more
than once in any three-month period, except that if the Company has determined
that shares of Common Stock are to be purchased in the open-market and if the
broker or dealer through or from whom such purchases are to be made determines
in its sole judgement that sufficient additional open-market purchases are not
practicable or could have a material impact on the market price of the Company's
Common Stock, said broker or dealer may request that the Company sell directly
to the Agent that number of newly-issued shares of Common Stock necessary to
meet the Plan's share purchase requirements for the applicable Investment Date.
The Company, in its sole discretion, shall decide whether or not to sell such
newly-issued shares to the Agent. If the Company determines not to issue new
shares of Common Stock under the Plan and applicable law or the closing of the
securities markets requires temporary curtailment or suspension of open-market
purchases of shares of Common Stock, the Agent is not accountable for its
inability to make purchases at such time. If a sufficient number of shares of
Common Stock is not available for purchase for a period of 30 days, the Agent
will promptly mail to Participants a check for the amount of any unapplied funds
in their Plan accounts.
12. The number of shares to be purchased depends on the amount of the
Participant's dividend or optional cash payments, or both, and the price of the
Common Stock. The Participant's account will be credited with a number of
shares, including fractions computed to three decimal places, equal to the total
amount invested divided by the purchase price. Thus, the shares purchased for a
Participant under the Plan will be held separately from the shares of Common
Stock which the Participant purchases (or has previously purchased) outside the
Plan and holds in his or her own name. A Participant may not specify the number
of shares to be purchased or the price at which shares are to be purchased, or
otherwise seek to restrict or control purchases made pursuant to the Plan.
13. The purchase price per share of Common Stock which the Agent
purchases in the open market or in privately negotiated transactions will be the
weighted average price of such Common Stock purchased by the Agent for the Plan
with respect to the relevant Investment Date.
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The purchase price per share of any newly-issued shares of Common Stock
purchased directly from the Company through the Plan on any Investment Date will
be 100% of the fair market value of the shares as of the Investment Date, which
for this purpose will be the average closing price of the Company's Common Stock
in the over-the-counter market as reported by the National Association of
Securities Dealers Automated Quotations (NASDAQ) National Market System on the
last five trading days ending with, and including, the Investment Date.
In the event that both open market purchases and original issue
purchases from the Company are made from dividends and/or optional cash
payments, such combination of shares will be allocated to each individual
Participant's account on a pro rata basis or otherwise in the discretion of the
Company.
The Agent will make every effort to invest funds in Common Stock as
soon as practicable on or after each Investment Date. Shares acquired in the
open market or from private sources will be purchased as soon as practicable by
the Agent beginning on the relevant Investment Date and in no event later than
30 days after the relevant Investment Date, except where and to the extent
necessary under any applicable federal securities laws or other government or
stock exchange regulations, and except that the Agent may institute purchase
transactions for the investment of dividends prior to the actual payment of
dividends in order to minimize, to the extent possible, the delay between the
payment of dividends and the settlement of purchase transactions.
The Company reserves the right in its sole discretion to refuse to make
any shares available for purchase under the Plan if such average market price is
less than the Company's equity per Common Stock (book value) as determined by
the Company from time to time. Shares acquired from the Company will be
purchased for Participants' accounts as of the close of business on the relevant
Investment Date. Dividend and voting rights will normally commence on
settlement, which is normally 3 business days after purchase, whether from the
Company or any other source.
14. On each Optional Cash Investment Date (or as soon as practicable
thereafter), the Agent will apply all optional cash payments received at least 5
business days prior to said Investment Date to the purchase of additional shares
of Common Stock, provided the Agent has not received a written or telephone
request from the Participant at least 48 hours prior to such Investment Date to
return all or any portion of such optional cash payment. Each optional cash
payment must be at least $25 and optional cash payments may not exceed $1,000 in
any month. Provisions applicable to foreign Participants are set forth under
Section 37.
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The Company reserves the right to limit the number of shares of Common
Stock to be purchased through optional cash purchases and initial investments to
50,000 shares per year. All payments accompanying requests to purchase Common
Stock received through the close of business on the date the 50,000 annual share
limit is reached will be honored. All payments received after that time will be
returned. The Company reserves the right, in its sole discretion, to waive the
annual share limit and/or to reduce or increase such annual share limit. There
is no limit to the number of shares of Common Stock to be purchased with
reinvested dividends.
The Agent will also invest in additional shares of Common Stock, as of
each dividend payment date, all cash dividends on shares credited to a
Participant's account and all (or, if partial reinvestment is specified, a
percentage equal to 50% or any higher even multiple of 10%) of the cash
dividends on shares of Common Stock held by such Participant.
15. More than one optional cash payment may be made in each month, but
the aggregate of such payments may not be more than $1,000 in any period between
Optional Cash Investment Dates. Any amount in excess of $1,000 will be returned
to the Participant. For purposes of this limitation, all Plan accounts under
common control or management will be aggregated and deemed to be one account.
The Agent will purchase as many whole shares and fractional shares (computed to
three decimal places) of Common Stock as can be purchased with the amount
submitted.
An optional cash payment may be made by a Participant and an initial
investment may be made by a Customer or Employee when enrolling by enclosing a
check or money order payable to the Agent with the Authorization Form.
Thereafter, check or money order investments may be made only through the use of
cash payment forms which are attached to those statements of account sent to
Participants periodically by the Agent. The same amount of money need not be
invested each time and there is no obligation to make any optional cash
payments. However, each optional cash payment must be at least $25.
16. (a) Optional cash payments by Participants will be invested as of
the Optional Cash Investment Date which is normally the second day of the month.
If the second day of the month falls on a Saturday, Sunday or other day on which
the New York Stock Exchange is closed, or on which trading is suspended, the
Optional Cash Investment Date will normally be the next trading day. Optional
cash payments will be invested as of the next Optional Cash Investment Date (or
as soon as practicable thereafter) if the payment is received by the Agent AT
LEAST 5 BUSINESS DAYS PRIOR TO SAID OPTIONAL CASH INVESTMENT DATE. Optional cash
payments
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received after that date will be held by the Agent until the next Optional Cash
Investment Date; provided, however, that the Agent will return any such optional
cash payments, in whole or in part if the amount remaining with the Agent is at
least $25, to the Participant if written or telephone request therefor is
received by the Agent no later than 48 hours prior to the next succeeding
Optional Cash Investment Date. A Participant desiring to make optional cash
purchases on an Optional Cash Investment Date may do so by wire transfer of
funds or automatic account withdrawal, or by check or money order made payable
to the Agent, for the amount he or she wishes to invest, in an amount not less
than $25 for any single investment or more than $1,000 during any period between
Optional Cash Investment Dates. NO INTEREST WILL BE CREDITED OR PAID ON PAYMENTS
RECEIVED OR HELD BY THE AGENT UNDER THE PLAN.
(b) Initial investments received from Customers or Employees prior to
the record date for the next dividend will be invested on the next dividend
payment date. Initial Investments received after such record date will be held
by the Agent and not invested until the dividend payment date following the next
record date.
(c) Optional cash payments received prior to the record date for the
next dividend payment date from holders of Common Stock who are not then
Participants will be invested as of the Optional Cash Investment Date following
the dividend payment date. Any said optional cash payments received after said
record date will similarly be held by the Agent and not invested until the
Investment Date following the second dividend payment date after such record
date.
NO INTEREST WILL BE PAID BY THE COMPANY OR THE AGENT ON OPTIONAL CASH
PAYMENTS OR INITIAL INVESTMENT.
If a Participant, Customer or Employee submits funds to purchase stock
and then wishes to have it returned rather than invested, the Agent will not be
obligated to return such funds unless a written or telephone request that they
be returned is received at least 48 hours prior to the next applicable
Investment Date.
17. All dividends paid on shares acquired through optional cash
payments and initial investments, so long as the shares are held in the
Participant's Plan account, will be automatically reinvested in shares of Common
Stock. If certificates for shares acquired through optional cash payments or
initial investments by Customers and Employees are issued to the Participant,
the dividends paid on such shares will continue to be reinvested unless the
Participant elects to have them paid in cash by submitting a new Authorization
Form to the Agent.
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18. Optional cash payments can be made as follows:
(a) Check or Money Order. Optional cash payments and initial
investments may be made by personal check or money order payable in
U.S. dollars to the Agent. Checks must be drawn against U.S. banks.
Optional cash payments must be mailed to the Agent together with the
cash payment form attached to a Participant's statement of account.
Cash payments forwarded to any address other than that of the Agent as
specified in the Prospectus relating to this Plan do not constitute
valid delivery. Additional cash payment forms are available upon
request from the Agent.
In the event that any check is returned unpaid for any reason,
the Agent will consider the request for investment of such funds void
and without effect and will immediately remove from the Participant's
account any shares purchased upon the prior credit of such funds. The
Agent may then sell such shares to satisfy any uncollected amounts. If
the net proceeds of the sale of such shares are insufficient to satisfy
the balance of the uncollected amounts, the Agent will be entitled to
sell additional shares from the Participant's account to satisfy the
uncollected balance.
(b) Wire Transfers. Optional cash purchases may also be made
by wire transfer to the Agent. Wire transfers must include the name of
the Plan, the name in which the Plan account is registered and the
Participant's Plan account number. Participants making wire transfer
purchases may be charged fees by the commercial bank initiating the
transfer. Participants must contact the Agent to obtain proper wire
transfer instructions.
(c) Automatic Deductions from a Bank Account. Optional monthly
cash purchases of a specified amount (not less than $25 nor more than
$1,000 per month) can be made automatically by electric funds transfer
from a predesignated U.S. bank account. The predesignated bank must be
a member of the Automated Clearing House (ACH) system in order to
participate.
To initiate automatic monthly deductions, a Participant must complete
and sign an Automatic Deduction Form and return it to the Agent with the
requested information. Forms will be processed and will become effective as
promptly as practicable. To be effective with respect to a particular Optional
Cash Investment Date, completed forms must be received by the Agent at least 25
days prior to that Optional Cash Investment Date. The Agent will make the
necessary arrangements with the
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Participant's bank to deduct the authorized amount on or about 10 days prior to
the Optional Cash Investment Date.
Once automatic monthly deductions commence, funds in the amount elected
by the Participant will be drawn from the Participant's designated bank account
on or about the tenth business day preceding the Optional Cash Investment Date
and will be invested in Common Stock beginning on that Optional Cash Investment
Date. A Participant will not be required to write any additional checks or mail
any additional forms.
Participants may change automatic monthly deductions by completing and
submitting to the Agent a new Automatic Deduction Form. Automatic monthly
deductions may be terminated at any time by telephone or written notice to the
Agent. To be effective with respect to a particular Investment Date, the
Automatic Deduction Form or termination notice must be received by the Agent no
later than 10 days prior to said Optional Cash Investment Date.
Participants may contact the Agent to obtain an Automatic Deduction
Form.
19. There are no brokerage fees when shares are purchased under the
Plan. Additionally, all general costs of administration of the Plan are to be
paid by the Company. However, if a Participant requests that the Agent sell any
of the shares credited to such Participant's account under the Plan, the
Participant will pay a brokerage commission and any transfer tax or other fees
or charges. See Sections 28 and 29 regarding fees assessed for sales of Common
Stock; Section 29 regarding charges for withdrawal from the Plan; Section 18(b)
regarding fees assessed if the Participant makes optional cash purchases by wire
transfer; and Section 25 regarding fees for maintaining an IRA account under the
Plan.
20. Participants who wish to avail themselves of the safekeeping
feature of the Plan should mail their certificates to the Agent. Certificates
should be sent by registered or certified mail, return receipt requested,
accompanied by a completed Authorization Form specifying that (i) the shares are
furnished for safekeeping, and (ii) dividends on all or a portion of such shares
are to be either reinvested pursuant to the Plan or paid in cash. The Agent will
confirm the receipt of any certificates which are delivered for safekeeping.
Shares deposited for safekeeping must remain in a Participant's account for 60
days before they can be sold.
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21. Each Participant will be sent a quarterly statement (monthly if any
optional cash payments were invested in such month) of his or her account
showing dollars invested, shares purchased, the purchase price, the number of
shares purchased, deposited for safekeeping, sold, transferred, or withdrawn and
total shares held for him or her in the Plan. All year-to-date transactions in
the account will be included. These statements are a Participant's continuing
record of the cost of his or her purchases and should be retained permanently
for Federal income tax purposes. The Agent will also send each Participant a
confirmation promptly after enrollment and the purchase of shares with an
accompanying initial investment or optional cash purchase. In addition, each
Participant will receive the most recent prospectus or supplement relating to
the Plan and copies of the same communications sent to every other holder of the
Company's Common Stock, including the Company's interim reports, annual report,
notice of annual meeting and proxy statement, and Federal income tax information
for reporting dividends paid and dividends reinvested.
22. Dividends are normally paid and/or invested on the 15th day of
March, June, September and December. If the 15th falls on a Saturday, Sunday or
other day on which the New York Stock Exchange is closed, or on which trading is
suspended, the dividend payment date will normally be the next trading day.
23. Dividends will be earned on full shares and any fraction of a share
credited to a Participant's account.
24. Normal dividend payment dates are the 15th day of March, June,
September and December. To receive the dividend, a person must be a stockholder
of record on the record date for a dividend as set by the Board of Directors
(normally the record date is on or around the 1st day of March, June, September
and December) so as to allow a sufficient time for the Company to process
dividend payments. Optional Cash Investment Dates are normally the second date
of each month. Thus, shares of Common Stock purchased with optional cash
payments in any month in which dividends are paid will not be entitled to such
dividend payment. Further, although the Investment Date with respect to
reinvestment of dividends will normally be on or around the dividend payment
date, if said Investment Date and dividend payment date were the same, the
Participant would not be entitled to any dividend payment with respect to the
Common Stock purchased on said Investment Date.
25. The Plan allows individual Participants to establish an IRA and to
make Plan purchases through the IRA. Participants may make their own
arrangements to establish an IRA or use First Trust Corporation, the trustee
identified by the Company which has implemented a simplified procedure for
establishing a Plan IRA. Participants
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may request the appropriate First Trust IRA forms by filling out the IRA Request
Form and returning it directly to First Trust Corporation ("First Trust").
Individuals may open an IRA by completing and signing an IRA Enrollment Form
(adoption agreement) provided by First Trust and returning it to First Trust
with an initial contribution and instructions to make a purchase under the Plan.
Purchases may be funded by regular IRA contributions or by rolling over an
existing IRA or other qualified plan distribution. There is a minimum initial
investment for an IRA Plan account of $250. If an existing IRA or a qualified
plan distribution is rolled over into the IRA, the Plan's maximum monthly
investment limitations do not apply. IRA Enrollment Forms are available upon
request from First Trust.
All IRA Participants will operate through an IRA trustee or custodian
rather than the Agent with respect to their IRA accounts. Thus, for purposes of
an IRA account, references in this Plan to the Participant mean the IRA trustee
or custodian. All payments and instructions and requests relating to Plan
transactions for the IRA must be forwarded to the IRA trustee or custodian and
not to the Agent. The IRA trustee or custodian will work directly with the Agent
in establishing, giving instructions, making payments and otherwise effecting
Plan transactions with respect to each IRA account.
An initial set up fee, an annual administrative fee and other fees may
be charged by a trustee or custodian for maintaining the IRA. First Trust's fees
are set forth in the IRA Disclosure Statement which each interested individual
will receive from First Trust with the IRA Enrollment Form. The First Trust IRA
Trust Agreement provides that such fees may be deducted from shares purchased by
the IRA under the Plan by cashing out any shares necessary to cover the amount
of such fees.
The Company has agreed to pay the set-up fee for all IRA accounts
established with First Trust on or before December 31, 1997. The Company
reserves the right to extend the period during which it will pay First Trust's
start-up fee for IRA accounts.
26. Normally, certificates for shares of Common Stock purchased under
the Plan will not be issued to Participants. The number of shares credited to an
account under the Plan and the number of shares deposited by a Participant with
the Agent for safekeeping will be shown on the Participant's statement of
account. This service protects against loss, theft or destruction of share
certificates.
Upon written or telephone request of a Participant to the Agent,
certificates representing any number of whole shares credited to his or her
account under the Plan will be issued to him or her, even though such
Participant wishes to remain in the Plan. Withdrawal of shares in certificate
form in no way affects dividend investment. A new
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certificate will be mailed to a Participant promptly after receipt of the
request by the Agent. In such event, any remaining full shares for which
certificates are not requested and any fractional shares will continue to be
credited to the Participant's account under the Plan.
Certificates for fractional shares will not be issued under any
circumstances.
27. Accounts under the Plan are maintained in the names in which
certificates for shares of Common Stock of Participants were registered at the
time they entered the Plan. Consequently, certificates for whole shares will be
similarly registered when issued.
28. Participants may request the Agent to sell any number of whole
shares held in their Plan accounts by giving written or telephone instructions
to the Agent. The Agent will make the sale as promptly as practicable, and in no
event later than 10 business days following receipt of the request. The
Participant will receive the proceeds, less applicable brokerage fees or
commissions (payable to the broker selected by the Agent, which may be an
affiliate of the Agent) and transfer tax, if any. Participants will also be
charged an administrative fee of $5.00 per transaction payable to the Agent when
selling shares. Net proceeds of shares sold through the Plan will be paid to the
Participant by check. No check will be mailed prior to settlement, which
typically occurs 3 business days after the sale of shares.
No Participant shall have the authority or power to direct the date or
price at which Common Stock may be sold. Requests must indicate the number of
shares to be sold and not the dollar amount to be attained. Any request that
does not clearly indicate the number of shares to be sold will be returned to
the Participant with no action taken. A request to sell all shares held in a
Participant's account will be treated as a withdrawal from the Plan.
29. In order to withdraw from the Plan, a Participant must notify the
Agent in writing or by telephone that he or she wishes to withdraw. Participants
will be charged an administrative fee of $5.00 per transaction when withdrawing
shares from the Plan. If the fee is not paid by the Participant concurrently
with the request for withdrawal, the Agent may sell shares to satisfy such
charges. When a Participant withdraws from the Plan, or upon termination of the
Plan by the Company, certificates for whole shares credited to the Participant's
account under the Plan will be issued and cash will be remitted for any
fractional share. If, upon withdrawal from the Plan, the Participant desires to
sell all shares credited to his or her account under the Plan, such desire must
be specified in his or her request to the Agent for withdrawal. If the
Participant requests such sale or a sale is necessary to pay the withdrawal
charge, the sale will be made by the Agent at the market price at the time of
sale, within 10 trading days after receipt of the request. The Participant
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will receive the proceeds of the sale less any related brokerage commission and
any transfer tax or other fees or charges.
30. A Participant may cancel and will be deemed to have canceled his or
her reinvestment of dividends as of an Investment Date if written or telephone
notice of withdrawal from the Plan is received by the Agent at least 15 days
prior to such Investment Date. Dividends payable on or around such Investment
Date with respect to reinvestment of dividends and all subsequent dividends will
be paid in cash to the stockholder unless he or she re-enrolls in the Plan
pursuant to the procedures outlined in Sections 5 and 6. If notice of said
withdrawal is received by the Agent less than 15 days prior to an Investment
Date with respect to investment of dividends, any dividends paid on said
Investment Date will be invested for the Participant's account. A Participant
who withdraws from the Plan may not join again for 12 months unless the Company
consents.
If notice of said withdrawal is received by the Agent less than 15 days
prior to an Optional Cash Investment Date but at least 48 hours prior to said
Optional Cash Investment Date, any optional cash payments received prior to
receipt of such request will be returned to the Participant. If such notice of
withdrawal is received by the Agent less than 15 days prior to an Optional
Payment Date and less than 48 hours prior to said Investment Date, any optional
cash payments received prior to receipt of such request will be invested for the
Participant's account on said Optional Cash Investment Date. The next dividend
and all subsequent dividends will be paid to such stockholder in cash unless he
or she re-enrolls in the Plan pursuant to the procedures outlined in Sections 5
and 6.
31. A Participant who wishes to discontinue the automatic reinvestment
of the dividends on the shares held outside the Plan may do so, without
withdrawing from the Plan, by filing a new Authorization Form or by changing his
or her method of participation by telephone. However, the dividends on the
shares held in the Plan account will continue to be reinvested.
32. If a Participant does not own at least one whole share registered
in the Participant's name or held through the Plan, the Participant's
participation in the Plan may be terminated. The Company may also terminate any
Participant's participation in the Plan after written notice in advance mailed
to such Participant at the address appearing on the Agent's records.
Participants whose participation in the Plan has been terminated will receive
certificates for whole shares held in their accounts and a check for the cash
value of any fractional shares held in their Plan accounts. The value of
fractional shares will be based upon the market price of the Common Stock at the
time payment is made.
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33. If a Participant disposes of some or all shares of the Company's
Common Stock registered in his or her name, that transfer will not affect
participation in the Plan. The Agent will continue to reinvest the dividends on
the shares credited to the Participant's account under the Plan until notified
by such Participant that he or she wishes to withdraw from the Plan. However, if
less than one whole share is held in the Plan account, the Participant will
receive a cash payment for the fractional share, and the Plan account will be
closed.
34. A Participant's entitlement in a rights offering will be based upon
his or her total holdings -- just as his or her dividend is computed each
quarter. Rights on shares of stock registered in the name of a Participant, as
well as on whole shares credited to the Participant's account under the Plan,
will be mailed directly to the Participant in the same manner as to holders of
stock not participating in the Plan. Any rights based on a fraction of a share
held in a Participant's account will be sold by the Agent, if transferable, and
the net proceeds will be invested in the same manner as an optional cash payment
as of the next Investment Date.
35. Any stock dividends or split shares distributed by the Company on
shares credited to the account of a Participant under the Plan will be added to
the Participant's account. Stock dividends or split shares distributed on shares
registered in the name of the Participant will be mailed directly to such
Participant in the same manner as to stockholders who are not participating in
the Plan.
36. Proxy materials will be sent to Participants in connection with any
annual or special meeting of stockholders. Any shares held in a Participant's
account will be voted by the Agent in accordance with the Participant's
direction. In the event that the Participant does not direct the Agent, the
Agent will vote or not vote shares held in a Participant's account as it deems
proper. The total number of shares held in a Participant's account may also be
voted in person at the meeting.
37. In the case of those foreign holders of shares of the Company's
Common Stock whose dividends are subject to United States income tax
withholding, the Agent will invest in such Common Stock an amount equal to the
dividends to be reinvested less the amount of tax required to be withheld. The
statements confirming purchases made for such foreign Participants will indicate
the gross amount of dividends received and the net amount invested.
Optional cash payments received from foreign Participants must be in
United States dollars and will be invested in the same manner as payments from
the other Participants.
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38. The Company and the Agent in administering the Plan will not be
liable for any act done in good faith or for any good faith omission to act
including, without limitation, any claim or liability arising out of failure to
terminate a Participant's account upon such Participant's death, or with respect
to the prices at which shares are purchased or sold for the Participant's
account and/or the times when such purchases or sales are made, or with respect
to any fluctuation in the market value before or after purchase or sale of
shares, or with respect to the tax treatment of dividends reinvested under the
Plan. The Plan's limitations on liability would not preclude a Participant,
acting as a stockholder of the Company rather than as a Participant, from taking
appropriate action based upon alleged violations of federal securities laws. The
Agent reserves the right to resign at any time upon sixty days' notice to the
Company in writing.
The Participant should recognize that the Company cannot assure him or
her of a profit or protect him or her against a loss on the shares purchased or
sold under the Plan.
39. Notwithstanding any other provision of the Plan, the Board of
Directors of the Company may modify, amend, supersede, suspend or terminate the
Plan at any time, including the period between a dividend record date and a
dividend payment date or the period within 15 days of an Investment Date. The
Board of Directors may increase the number of shares which may be issued by the
Company under the Plan, but may not increase the number of authorized shares of
the Common Stock without stockholder approval. Notice of any material amendment
or modification, or any superseding, suspension or termination of the Plan, will
be mailed to all Participants. No such event will affect any shares then
credited to a Participant's account. Upon any whole or partial termination of
the Plan, certificates for whole shares credited to a Participant's account
under the Plan will be issued to the Participant and a cash payment will be made
for any fraction of a share.
40. The Company reserves the sole right, in its sole discretion, to
interpret and regulate the Plan. If it appears to the Company that any
Participant is using or contemplating the use of the Plan in a manner or with an
effect that, in the sole judgment and discretion of the Company, is not in the
best interests of the Company or its other stockholders, then the Company may
decline to issue all or any portion of the shares of Common Stock for which any
payment by or on behalf of such Participant is tendered. Such payment (or the
portion thereof not to be invested in shares of Common Stock) will be returned
by the Company as promptly as practicable, without interest. Under such
circumstances the Company may also act to terminate participation by such Plan
Participant.
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41. Shares credited to a Participant's Plan account may not be pledged
or assigned, and any such purported pledge or assignment will be void. If a
Participant wishes to pledge or assign such shares, a certificate for them must
first be issued in his or her name.
42. The officers of the Company are authorized to take such actions to
carry out the Plan as may be consistent with its terms and conditions.
43. The terms and conditions of the Plan and its operations shall be
governed by and construed in accordance with the laws of the State of
Connecticut.
44. The Company's obligation to issue Common Stock under the Plan is
subject to having in effect an effective registration statement under the
Securities Act of 1933 (the "1933 Act"), covering such shares, and any required
registrations under the state Securities or "Blue Sky" laws.
45. This Amended and Restated Plan shall be effective as of August 15,
1996.