Exhibit 4.38
IOWA-ILLINOIS GAS AND ELECTRIC COMPANY
DIVIDEND REINVESTMENT AND
SHARE PURCHASE PLAN
April 1, 1994
1. ADMINISTRATION
Iowa-Illinois Gas and Electric Company, an Illinois corporation (the
"Company"), will administer the Dividend Reinvestment and Share Purchase Plan
(the "Plan") and apply all dividends to be invested thereunder, as well as any
optional cash investments made thereunder, to the purchase of Common Shares, $1
par value (the "Common Shares"), of the Company for the respective accounts of
the participants (each a "Plan Participant"). The Company or its nominee will
act as custodian of the Common Shares purchased or held under the Plan.
2. ELIGIBILITY AND ENROLLMENT
Any holder of record of Common Shares is eligible to participate in the
Plan. A shareholder may enroll in the Plan by completing an Authorization Card
and returning it to the Company. An executed Authorization Card will direct the
Company to credit to the Plan Participant's account the cash dividends paid on
all or a designated portion of the Common Shares registered in his or her name
and on all Common Shares held in his or her Plan account. An Authorization Card
will also direct that all such cash dividends, together with any optional cash
investments made by such participant, be used to purchase Common Shares.
Participation in the Plan will begin with the first quarterly Common Share
dividend payment date occurring at least 20 days after receipt by the Company of
an Authorization Card.
3. MAXIMUM NUMBER OF COMMON SHARES TO BE SOLD
The Company shall not sell more than 2,000,000 newly issued Common Shares
under the Plan. After such number of shares has been sold, the Company may seek
the necessary regulatory approvals to sell additional newly issued Common Shares
hereunder or may reinstitute a plan comparable to the Shareholder Dividend
Reinvestment Plan (the "Old Plan") administered by The First National Bank of
Chicago in effect immediately prior to the date hereof. If the Company shall
change its issued Common Shares into an increased number of shares, with or
without par value, through a stock dividend or a split-up of shares, or into a
decreased number of shares, with or without par value, through a combination of
shares, then, effective with the record date for such change, the maximum number
of Common Shares which thereafter may be purchased under the Plan shall be the
maximum number of shares which, immediately prior to such record date, remained
available for purchase under the Plan proportionately increased, in the case of
such a stock dividend or split-up, or proportionately decreased, in the case of
such a combination.
4. FUNDS TO BE INVESTED
The funds to be applied to the purchase of Common Shares under the
Plan on behalf of each Plan Participant shall be such dividends paid on the
Common Shares registered in the name of such participant as are designated for
investment on such participant's Authorization Card, all dividends on Common
Shares
held in such participant's account, including fractional Common Shares,
and any optional cash investments made by such participant.
Optional cash investments of $25 to $10,000 per quarterly Common Share
dividend payment date may be made by each Plan Participant for the purchase of
Common Shares under the Plan. Funds awaiting investment on the applicable
quarterly Common Share dividend payment date shall not bear interest.
A Plan Participant shall elect one of the participation options
described below. A Plan Participant may change his or her election by notifying
the Company in writing, and such change shall become effective on the first
quarterly Common Share dividend payment date occurring at least 20 days after
receipt of such notice.
"Full Dividend Investment": The dividends on all Common Shares
registered in the name of a Plan Participant, plus the dividends on
Common Shares held in his or her Plan account, plus any optional cash
investments, will be applied to the purchase of Common Shares under
the Plan.
"Partial Dividend Investment": The dividends on a specified number of
the Common Shares registered in the name of a Plan Participant, plus
the dividends on Common Shares held in his or her Plan account, plus
any optional cash investments, will be applied to the purchase of
Common Shares under the Plan.
"Optional Cash Investments": Optional cash investments, plus the
dividends on Common Shares held in a Plan Participant's account, will
be applied to the purchase of Common Shares under the Plan.
5. ACQUISITION OF SHARES
The Company shall apply the funds to be invested under the Plan on
each quarterly Common Share dividend payment date to the purchase of newly
issued Common Shares.
6. INVESTMENT PROCEDURES
a. Investment of Plan Participants' Funds; Certain Responsibilities of
the Company
In performing its obligations under the Plan, the Company will act on
behalf of the Plan Participants collectively. Each Plan Participant's funds may
be commingled with those of other Plan Participants. The Company shall not have
any responsibility for the purchase price at which Common Shares are acquired
for the Plan Participants' accounts or for future fluctuations in the market
value of such shares. The Company or
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its nominee will hold all Common Shares purchased or held under the Plan in its
name as custodian for the Plan Participants.
The purchase price of Common Shares acquired under the Plan on each
quarterly Common Share dividend payment date shall be the closing price for the
Common Shares on such date, as reported by The Wall Street Journal as New York
Stock Exchange -- Composite Transactions. If no trading occurs in the Common
Shares on such date, the purchase price will be such closing price for the
Common Shares on the next preceding business day on which such trading occurs.
Plan Participants shall pay no brokerage commissions on such purchases.
b. Investment Period
Common Shares purchased under the Plan shall be credited to Plan
Participants' accounts as of the close of business on each quarterly Common
Share dividend payment date, at which time dividend and voting rights will
commence with respect to the Common Shares then purchased under the Plan.
c. Number of Common Shares Purchased
The number of Common Shares purchased by each Plan Participant on each
quarterly Common Share dividend payment date will depend upon the amount of the
cash dividends (including dividends on Common Shares credited to such
participant's account), plus the amount of any optional cash investments to be
applied on such date to the purchase of, and the then applicable purchase price
for, Common Shares under the Plan. Whole and fractional shares (to three
decimal places) shall be credited to each Plan Participant's account.
7. ISSUANCE OF STOCK CERTIFICATES
The Company shall confirm the number of Common Shares purchased on
behalf of each Plan Participant as soon as practicable after each quarterly
Common Share dividend payment date by mailing a Plan account statement.
Certificate(s) for Common Shares held in a Plan Participant's account will be
issued to such participant only if requested in writing after the purchase of
such shares. A separate written request must be made for each withdrawal of
stock certificates. No certificates for a fractional Common Share shall be
issued.
8. VOTING RIGHTS
Each Plan Participant shall be entitled to vote all Common Shares
allocated to his or her Plan account. The proxy solicitation material sent to
the shareholders of the Company for any annual or special meeting of
shareholders will enable each Plan Participant to vote all Common Shares
allocated to his or her Plan account, as well as all other shares of the Company
registered in his or her name. The Company shall not vote any
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Common Shares allocated to a Plan Participant's account for which voting
instructions have not been received.
9. RETURN OF OPTIONAL CASH INVESTMENTS; TERMINATION OF PLAN PARTICIPATION;
CHANGES IN PLAN PARTICIPATION OPTION
A Plan Participant may stop any proposed optional cash investment or
terminate his or her participation in the Plan by written notice to the Company
as follows:
In the case of an optional cash investment, such notice must be
received by the Company at least three business days prior to the quarterly
Common Share dividend payment date on which such investment was to have been
applied to the purchase of Common Shares under the Plan. The Company shall
return the amount of such investment, without interest, as soon as practicable
to the forwarding Plan Participant.
In the case of termination of participation in the Plan, such notice
must be received by the Company at least 20 days prior to the next quarterly
Common Share dividend payment date. As soon as practicable following receipt of
such notice, the Company shall send one or more certificates for the number of
whole Common Shares allocated to the terminating Plan Participant's account.
Alternatively, at the written request of any terminating Plan Participant, the
Company will direct The First National Bank of Chicago, acting as agent for such
participant (the "Agent"), to sell such number of whole Common Shares credited
to such participant's account as he or she shall designate in writing, as more
particularly described in Section 10 below. In either case, the Company will
mail a check for the cash value of any fractional Common Share allocated to a
terminating Plan Participant's account based on the average sale price for the
Common Shares obtained by the Agent in selling Common Shares on behalf of Plan
Participants on the first date on which the Agent sells Common Shares after
receipt of such participant's notice, as set forth in Section 10 below.
Any Plan Participant can change his or her participation option by
completing and submitting a new Authorization Card or submitting another writing
specifying the change. Changes shall become effective on the first quarterly
Common Share dividend payment date occurring at least 20 days after receipt
thereof by the Company.
10. SALES OF COMMON SHARES
At the written request of a Plan Participant, the Company will direct
the Agent to sell such number of whole Common Shares held for such participant
under the Plan as he or she shall designate. Shares to be sold by the Agent
shall be accumulated and sold once during each week, except that requests
received by the Company from a Plan Participant in connection with the
termination of his or her participation in the Plan between a Common Share
dividend record date and the related dividend payment date shall be held and
processed after such dividend
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payment date. Promptly after such sale, the Company shall mail to each selling
Plan Participant a check for the net proceeds (after deducting all expenses of
sale, including brokerage commissions) derived from such sale by the Agent.
11. STOCK DIVIDENDS, STOCK SPLITS AND DISTRIBUTIONS
Any Common Shares distributed by the Company as a stock dividend on,
or in connection with a stock split of, the Common Shares held under the Plan
will be credited to each Plan Participant's account. If the Company makes
available to its common shareholders rights to purchase additional Common
Shares, debentures or other securities, the Company will direct the Agent to
sell all rights accruing to the Common Shares held under the Plan and invest the
net proceeds in Common Shares on the next quarterly Common Share dividend
payment date. Any Plan Participant who wishes to exercise such rights with
respect to the Common Shares credited to his or her Plan account must request in
writing that the Company issue a stock certificate for such shares, as described
in Section 7 above, prior to the record date for the receipt of such rights.
12. DEPOSIT OF CERTIFICATES FOR COMMON SHARES
A Plan Participant may deposit with the Company any Common Share
certificate now or hereafter registered in his or her name for credit under the
Plan. All cash dividends on Common Shares represented by certificates so
deposited with the Company shall be invested in Common Shares in accordance with
the Plan. There shall be no fees charged to a Plan Participant for this
custodial service.
13. LIABILITY OF THE COMPANY AND THE AGENT
Neither the Company nor the Agent shall be liable hereunder for any
act done in good faith or for any good faith omission to act, including, without
limitation: (1) any claims of liability arising out of the failure to terminate
a Plan Participant's account upon his or her death prior to receipt of written
notice thereof and (2) with respect to the prices at which Common Shares are
purchased or sold for the account of any Plan Participant or the time when such
purchases or sales are made.
14. GOVERNING LAW
The terms and conditions of the Plan shall be governed by the laws of
the State of Illinois.
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15. TERMINATION OR AMENDMENT OF THE PLAN
The Company, by action of its Board of Directors, may suspend, modify
or terminate the Plan at any time. Notice of such suspension, modification or
termination shall be given to all Plan Participants.
Without any action being required of the Company, the Plan shall
terminate when the 2,000,000 newly issued Common Shares available under the Plan
(as provided in Section 3 above) have been sold, unless the Company shall have
obtained the necessary regulatory approvals to sell additional newly issued
Common Shares hereunder. If at any time the number of newly issued Common
Shares remaining available for purchase under the Plan is less than the number
of Common Shares to be purchased on any quarterly Common Share dividend payment
date, the Company shall determine an equitable basis of apportioning available
Common Shares among all Plan Participants.
Upon termination of the Plan, at the option of the Company, either (a)
any optional cash investment credited to a Plan Participant's account, one or
more certificates for the number of whole Common Shares credited to such
participant's account and the cash equivalent of any fractional Common Share so
credited, determined as provided in Section 9 above, shall be delivered mailed
to such participant or (b) subject to the contrary written direction of any Plan
Participant, his or her Plan account shall remain in effect under any new
dividend reinvestment and share purchase plan applicable to the Common Shares of
the Company which may be adopted by the Company as a successor to the Plan.
16. MISCELLANEOUS
Subject to the general direction of the Company's Board of Directors,
the Plan shall be administered by the Company under the direction of its
Secretary.
The Secretary may approve the forms of any documents or writings
provided for in the Plan, may adopt, amend and rescind rules and regulations not
inconsistent with the Plan for carrying out the Plan and may construe the Plan.
The Secretary may delegate the responsibility for maintaining all or a portion
of the records pertaining to Plan Participants' accounts to persons not
affiliated with the Company. All expenses of administering the Plan shall be
paid by the Company.
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The term "business day" shall mean any day other than Saturday, Sunday
or a legal holiday in Illinois.
The Plan, and the Company's obligation to sell and deliver Common
Shares hereunder, shall be subject to all applicable federal, state and foreign
laws, rules and regulations, and to such approval, by any regulatory or
governmental agency as may, in the opinion of counsel for the Company, be
required.
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