Exhibit 4-4
LOGO
Dividend Reinvestment and Stock Purchase Plan
Holders of Exelon common shares may purchase additional common shares under our
Dividend Reinvestment and Stock Purchase Plan by reinvesting the dividends on
some or all of their shares and/or by making direct cash purchases of up to
$60,000 per calendar year.
The price of shares purchased is the weighted average price (including brokerage
commissions) at which the shares are purchased on the open market by EquiServe
as agent for Plan participants.
Our common shares are listed on the New York, Chicago and Philadelphia Stock
Exchanges.
EquiServe Trust Company, N.A. is the sponsor, processing agent and administrator
for the Plan. Any questions or requests with respect to the Plan or your
holdings of our common shares should be directed to EquiServe as shown at the
bottom of this page. This Plan replaces the prior dividend reinvestment and
stock purchase plans of Unicom Corporation and PECO Energy Company.
SUMMARY OF KEY PLAN DATES
Latest date for receipt of required items
For Each To
Dividend Enroll To Change To Withdraw
Payment Date In Plan Options From Plan
Listed Below
Mar 10 Feb 20 Feb 20 Feb 20
Jun 10 May 20 May 20 May 20
Sep 10 Aug 20 Aug 20 Aug 20
Dec 10 Nov 20 Nov 20 Nov 20
Questions about the Plan should be directed as follows:
By Telephone:
EquiServe Trust Company, N.A.
Shareholder Customer Service including sale of shares: 1-800-626-8729
(toll-free)
Outside the United States and Canada: 1-201-324-0498
By Internet: www.equiserve.com
By Mail:
Exelon
c/o EquiServe Trust Company, N.A.
Post Office Box 2598
Jersey City, New Jersey 07303-2598
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any reports, statements or other information that we file with the SEC at its
public reference rooms at the following locations:
Public Reference Room
450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549
New York Regional Office
7 World Trade Center
Suite 1300
New York, NY 10048
Chicago Regional Office
Citicorp Center
500 West Madison Street
Suite 1400
Chicago, IL 60661-2511
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. These SEC filings are also available to the public from
commercial document retrieval services and at the Internet worldwide web site
maintained by the SEC at "http://www.sec.gov". Reports, proxy statements and
other information concerning us may also be inspected at the offices of the New
York Stock Exchange, which is located at 20 Broad Street, New York, New York
10005.
We will provide without charge to each shareholder, including any beneficial
owner, upon their written or oral request, a copy of the information we have
filed with the SEC in its current form, other than certain exhibits to that
information. Those requests should be directed to Investor Relations, Exelon
Corporation, 10 South Dearborn Street, Post Office Box 805398, Chicago, IL
60680-5398.
EXELON CORPORATION
Exelon Corporation is a holding company for entities engaged in the production,
purchase, transmission, distribution and sale of electricity and gas to a
diverse base of residential, commercial, industrial and wholesale customers. Its
principal subsidiaries consist of Commonwealth Edison Company and PECO Energy
Company.
ComEd's electric service territory has an area of approximately 11,300 square
miles and an estimated population of approximately eight million as of December
31, 1999. It includes the city of Chicago, an area of about 225 square miles
with an estimated population of approximately three million from which it
derived approximately 30 percent of its ultimate consumer revenues in 1999.
ComEd had approximately 3.5 million electric customers at December 31, 1999.
PECO Energy Company is engaged principally in the production, purchase,
transmission, distribution and sale of electricity to residential, commercial,
industrial and wholesale customers in its franchised service territory in
southeastern Pennsylvania. Since 1999, the Commonwealth of Pennsylvania has
required the unbundling of retail electric services in Pennsylvania into
separate generation, transmission and distribution services with open retail
competition for generation services. With the commencement of deregulation, PECO
Energy serves as the local distribution company providing electric distribution
services in southeastern Pennsylvania and bundled electric service to customers
who cannot or do not choose an alternate electric generation supplier. Through
its Exelon Energy division, PECO Energy is a competitive generation supplier
offering competitive energy supply to customers throughout Pennsylvania. The
Company's Exelon Infrastructure Services subsidiary provides utility
infrastructure services to customers in several regions of the United States.
PECO Energy has also formed AmerGen Energy Company, a joint venture with British
Energy plc, to acquire and operate nuclear generating facilities. PECO Energy
also engages in the wholesale marketing of electricity on a national basis. PECO
Energy also participates in joint ventures which provide telecommunication
services in the Philadelphia metropolitan region.
EXELON CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Our Plan is described in the following questions and answers.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to give holders of our common shares a
convenient method of purchasing additional common shares through the
reinvestment of dividends and to offer a variety of flexible services to
aid owners in the managing of their common share holdings.
Features
2. What options are available to participants in the Plan?
As a participant in the Plan, you may:
o automatically reinvest cash dividends on some or all common
shares registered in your name and continue to receive cash
dividends on any remaining shares,
o receive cash dividends on all shares, including those held in the
Plan,
o purchase additional common shares by making voluntary cash
payments of at least $25 per payment up to a total of $60,000 per
calendar year,
o make automatic monthly purchases of common shares by electronic
funds transfer from your bank account or
o deposit shares for safekeeping purposes with EquiServe.
Eligibility
3. Who is eligible to participate in the Plan?
Any holder of record of our common shares, who has certificates or
book-entry shares registered in their name, is eligible to enroll in the
Plan. If you own shares which are registered in the name of a broker, bank
or other nominee and you wish to enroll in the Plan, you should re-register
those shares in your own name. Alternatively, you may ask the person in
whose name your shares are registered to participate in the Plan on your
behalf (such as through a program offered by a broker or bank). In those
cases, your participation through that person may be on terms and
conditions which differ from the terms and conditions set forth in the
Plan, and the terms and conditions set by that person will govern and
EquiServe will not have any record of your transactions or account. The
agreements with brokers and other financial institutions with respect to
participation of custody accounts may be terminated at any time.
ADMINISTRATION
4. Who administers the Plan and acts as agent for participants?
EquiServe is the sponsor, processing agent and administrator for the Plan.
If you decide to participate in the Plan, EquiServe will keep a continuous
record of your participation and will send you a transaction statement of
your account under the Plan after each purchase of shares on your behalf.
The number of shares credited in book entry form to your account will be
shown on your transaction statement. The deposit of shares for safekeeping
purposes, purchases of Plan shares and sales of Plan shares will be
performed by EquiServe as agent for participants in the Plan. These actions
will relieve you of the responsibility for safekeeping shares purchased
under the Plan and protect you against loss, theft or destruction of stock
certificates.
Plan shares purchased under the Plan will be credited in book-entry form to
your account. However, if requested by you, certificates for any number of
whole shares credited to your account will be issued to you promptly. Those
requests can be made by calling or writing EquiServe, or through the
Internet Account Access Facility at www.equiserve.com. Each transaction
statement also contains a form which may be used to request certificates
for whole shares. Any remaining whole and fractional shares will continue
to be held, in book entry form, in your account. Certificates for
fractional shares will not be issued.
EquiServe may be contacted as follows:
Correspondence:
All correspondence and inquiries concerning the plan should be directed to:
EquiServe
P.O. Box 2598
Jersey City, NJ 07303-2598
Be sure to include a reference to Exelon Corporation in your
correspondence.
Telephone:
Shareholder customer service, including sale of shares: 1-800-626-8729.
TDD: 1-201-222-4955. A telecommunications device for the hearing impaired
is available.
Outside the United States and Canada: 1-201-324-0498
An automated voice response system is available 24 hours a day, 7 days a
week. Customer service representatives are available from 8:30 a.m. to 7:00
p.m. Eastern time each business day.
Internet:
You can obtain information about your account over the Internet. To gain
access, you will require a password which is sent to you by mail. You may
request your password by calling the agent at 1-877-THEWEB7
(1-877-843-9327).
Messages forwarded on the Internet will be responded to promptly.
EquiServe's Internet address is www.equiserve.com.
5. Who interprets the Plan?
We have reserved the right to interpret the Plan as necessary or desirable
in connection with its operation.
Please note that neither we, EquiServe nor any agent of either of us will
be liable for any act done in good faith, or for any good faith omission to
act in connection with the administration or operation of the Plan. This
limitation of liability applies to, among other things, claims arising out
of failure to cease reinvesting dividends on your account upon your death,
the prices at which shares are purchased or sold for your account, the
times when purchases or sales are made or fluctuations in the market value
of common stock.
You should recognize that neither we nor EquiServe can assure you of a
profit or protect you against a loss on shares purchased under the Plan.
AUTOMATIC DIVIDEND REINVESTMENT
6. How does an eligible shareholder participate?
You may enroll in the Plan at any time by completing and signing an
Enrollment Authorization Form and returning it to Exelon, c/o EquiServe,
Post Office Box 2598, Jersey City, New Jersey 07303-2598. A postage prepaid
envelope is provided with the Enrollment Authorization Form for this
purpose. An Enrollment Authorization Form may be obtained by written
request to EquiServe, by telephone or through the Internet.
7. When does an enrollment become effective?
If your Enrollment Authorization Form for the reinvestment of dividends is
received by EquiServe on or before the 20th of the month preceding a
dividend payment date, the dividend amount will be reinvested under the
Plan as of that dividend payment date. If your Enrollment Authorization
Form is received after the 20th of the month preceding a dividend payment
date, your participation in the Plan may begin with the subsequent dividend
payment. For example, your Enrollment Authorization Form must be received
on or before February 20th in order for your March 10th dividend to be
reinvested under the Plan.
8. What options does the Enrollment Authorization Form provide?
Four options are shown on the Enrollment Authorization Form:
o full reinvestment of dividends,
o partial reinvestment of dividends (whereby you indicate the
number of your shares to receive cash dividends, and the
dividends on all your remaining shares are reinvested),
o cash payments only (no reinvested dividends) and
o automatic monthly deductions.
Under each of these options, you may make voluntary cash payments at any
time. You must place an "X" in the appropriate box(es) on the form to
indicate your authorization intent.
If your form has not been filled out clearly (either because it has not
been fully completed or because contradictory instructions have been
given), it will not be effective and will be returned to you for completion
or correction.
You may change options at any time by completing a new Enrollment
Authorization Form and returning it to EquiServe. To assure that the change
is effective as of the next dividend payment date, your new form must be
received by EquiServe on or before the 20th of the month preceding that
dividend payment date.
9. What is the source of shares purchased under the plan?
Shares purchased under the Plan are purchased in open-market transactions
by EquiServe. Open-market purchases may be made on any securities exchange
where our common shares are traded, or by negotiated transactions and may
be subject to such terms with respect to price, delivery, and other terms
as EquiServe may agree to. Neither we nor you shall have any 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 purchases are made.
10. When will shares be purchased?
Shares will be purchased by EquiServe beginning on the dividend payment
dates (usually the 10th of March, June, September and December,
respectively), or the next business day if the dividend date is not a
business day. Purchases will be completed as soon as practicable, but in no
event later than 30 days after dividend payment dates, except where
completion at a later date is necessary or advisable under any applicable
securities laws.
11. What is the price of purchased shares?
The price will be the weighted average price (including brokerage
commissions) at which the shares are purchased by EquiServe for the
relevant Investment Date.
12. How many shares will be purchased?
Your Plan account will be credited with a number of shares, including
fractions computed to three decimal places, equal to the total amount
(dividend and/or voluntary cash payment) to be invested divided by the
purchase price per share, as described in Question 11, except that any
required withholding of dividends for income taxes will be deducted from
the amount to be reinvested.
DIRECT CASH INVESTMENT
13. What is direct cash investment?
You have the option to purchase additional common shares, by investing not
less than $25 up to a maximum of $60,000 per calendar year, whether or not
you elect to have dividends reinvested under the Plan. A Participant who
elects to take advantage of direct cash investment only and does not wish
to have dividends on those shares reinvested must so specify by checking
the box marked "Voluntary Cash Payments Only" (No Dividend Reinvestment) on
the Enrollment Authorization Form. Direct cash investments are composed of
either voluntary cash payments or automatic monthly investments. You need
to specify on your Enrollment Authorization Form whether dividends are to
be reinvested on any shares purchased by direct cash investment.
14. How may a participant make voluntary cash payments?
You may make a voluntary cash payment when joining the Plan by enclosing
the payment with your Enrollment Authorization Form. Thereafter, voluntary
cash payments should be accompanied by the detachable form attached to each
transaction statement you receive.
Voluntary cash payments must be at least $25 per payment and may not exceed
$60,000 per calendar year. These payments should be made by check or money
order payable to "EquiServe-Exelon."
The same amount of money need not be sent each month, and there is no
obligation to make a voluntary cash payment each month.
EquiServe will apply any voluntary cash payment received before an
Investment Date to the purchase of common shares for that Investment Date.
The "Investment Date" for voluntary cash purchases is generally the 10th
business day of each month. Any voluntary cash payment received on or after
an Investment Date will be applied to the purchase of shares on the next
succeeding Investment Date, unless you request that your voluntary cash
payment be returned.
15. How may a participant make automatic monthly investments?
You may make automatic monthly investments of a specified amount (not less
than $25 per transaction or more than $60,000 per calendar year). To
initiate automatic monthly deductions, you must complete and sign an
Automatic Monthly Deduction Form ("Authorization Form") and return it to
EquiServe together with a voided blank check or savings account deposit
slip, from a United States bank or financial institution, for the account
from which funds are to be drawn. Forms will be processed and will become
effective as promptly as practicable. Once automatic monthly deductions are
initiated, funds will be drawn from your specified account three business
days preceding the designated voluntary cash Investment Date.
Automatic monthly deductions will continue until you notify EquiServe in
writing to stop. You may change or discontinue automatic monthly deductions
by completing and submitting to EquiServe a new Authorization Form. When
you transfer shares or otherwise establish a new account, an Authorization
Form must be completed unique to that account. If you close or change a
bank account number, a new Authorization Form must be completed. To be
effective with respect to a particular voluntary cash Investment Date,
however, the new Authorization Form must be received by EquiServe at least
7 business days preceding the voluntary cash Investment Date.
16. When will direct cash investments be made?
Share purchases will be completed as soon as practical after the Investment
Date (see question 14 above), but in no event later than 30 days after such
date, except where completion at a later date is necessary or advisable
under any applicable securities laws.
Brokers or nominees participating in automatic dividend reinvestment on
behalf of beneficial owners cannot utilize the direct cash investment
provision of the Plan. Therefore, if your common shares are held by a
broker or nominee and you wish to make direct cash investments, you must
re-register your shares in your name.
17. At what price will direct cash investments be made?
The price will be the weighted average price (including brokerage
commissions) paid by EquiServe to obtain all such shares.
18. How many common shares will be purchased?
Your account will be credited, as of the Investment Date, with the number
of whole and fractional shares, computed to three decimal places, which
equal the amount of the direct cash investment divided by the applicable
purchase price.
19. Will interest be paid on voluntary cash payments received prior to the
purchase date?
No. For that reason, the Company urges you to mail your investment so that
it is received by EquiServe prior to, but as close as possible to, a
purchase date. Of course, sufficient time should be allowed for the payment
to reach EquiServe. Voluntary cash payments received by EquiServe will be
returned to you upon written request, provided such request is received by
EquiServe at least two business days prior to the purchase date.
20. Who holds shares purchased through direct cash investment?
Shares purchased through direct cash investment will be credited to your
account in book-entry form and may be withdrawn by you at any time.
DEPOSIT OF STOCK CERTIFICATES
21. How may stock certificates be deposited to a participant's account in
book-entry form for safekeeping purposes?
For safekeeping purposes, you may convert into book-entry form any Exelon
common stock certificates in your possession. Thereafter, those shares,
credited to your account in book-entry form, will be treated in the same
manner as shares purchased through the Plan. There is no charge for this
service and, by making the deposit, you will be relieved of the
responsibility for loss, theft or destruction of the certificates.
If you wish to deposit your common stock certificates, you must mail them
along with a request to EquiServe. The certificates should not be endorsed.
You will promptly receive a statement confirming each certificate
conversion and credit. To insure against loss resulting from mailing
certificates, EquiServe will provide mail insurance free of charge. To be
eligible for certificate mailing insurance, the following guidelines must
be observed. Certificates must be mailed in brown, pre-addressed return
envelopes supplied by EquiServe, which can be obtained by contacting them
as noted on the front page of this document. Certificates mailed will be
insured for up to $25,000 of current market value provided they are mailed
first class. Certificates having a current market value between $25,000 and
$500,000 must be mailed registered mail with a return receipt requested.
EquiServe must be notified of any claim within thirty calendar days of the
date the certificates were mailed. The maximum insurance protection
provided is $25,000 and the coverage is available only when the
certificate(s) are sent in accordance with these guidelines.
Insurance covers the replacement of shares of stock, but in no way protects
against any loss resulting from fluctuations in the value of those shares
from the time the certificates are mailed until the time that they are
replaced.
If you do not use the brown pre-addressed envelope provided by EquiServe,
certificates mailed should be insured for possible mail loss for 2% of the
market value (minimum of $20.00). This amount represents the replacement
cost to you.
COSTS
22. What are the costs to a participant in the Plan?
Plan participants will bear the cost of brokerage commissions paid by
EquiServe in connection with the purchase or sale of shares. Your
proportionate share of brokerage commissions will be reflected in the price
charged to you for shares purchased under the Plan. For sales, your
proportionate share of brokerage commissions will be deducted from the sale
proceeds.
Except as described above, we will bear the direct costs of administering
the Plan. We will hold dividend funds pending the settlement date of Plan
purchases. Any interest income realized by us will be applied to cover the
Plan's administrative costs.
CERTIFICATES; TRANSFERS; SALE OF SHARES
23. When will a certificate be issued for shares purchased or deposited under
the Plan?
Certificates for shares credited to your account will be issued to you only
upon request to EquiServe. Shares purchased through automatic dividend
reinvestment or shares deposited for safekeeping will be credited to your
account until you give EquiServe written instructions to deliver
certificates for whole shares held under the Plan. You may obtain a
certificate for any number of whole shares held by EquiServe. Certificates
will be issued as soon as practicable after your withdrawal request has
been made. Requests can be made by calling or writing EquiServe or through
the Internet Account Access Facility at www.equiserve.com. An instruction
to issue a certificate for all shares credited to your account will result
in the issuance of a certificate for full shares and a check for any
fractional share at the then current price, less any service fee and
brokerage commissions.
24. In whose name will certificates be registered when issued?
Unless you otherwise direct, certificates will be issued in the name in
which the account is maintained. A certificate may be issued in a name
other than that in which the account is maintained, if EquiServe receives a
signed written request to that effect and a stock power with all signatures
medallion guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions) with
membership in an approved medallion signature guarantee program.
25. Can shares held under the Plan be sold?
You may at any time, including upon withdrawal, request the sale of all or
any shares held in your account by:
o providing properly documented written instructions including the
signatures of all persons in whose name the account is
maintained,
o calling EquiServe at 1-800-626-8729 using a touch-tone phone or
o using the Internet Account Access Facility at www.equiserve.com.
EquiServe will make every effort to process all sale orders (written,
telephone and Internet) on the day it receives them, provided that
instructions are received before 1 p.m. Eastern Time on a business day when
the relevant securities market is open. The proceeds from such sale, less
any brokerage commissions, required withholding for income taxes, service
fees and other costs of sale, will be sent to you. Each sale request will
be processed and a check for the net proceeds will be mailed as promptly as
possible after EquiServe receives the sale request.
26. What happens when a participant who is reinvesting dividends on less than
all of the shares registered in the participant's name sells or transfers a
portion of those shares?
If you are reinvesting dividends on less than all of your shares and sell
or transfer a portion of those shares, EquiServe will pay cash dividends on
the same number of shares you had previously designated prior to your sale
or transfer of shares. In the event that the number of your remaining
shares is less than the number of shares on which EquiServe is authorized
to pay cash dividends, EquiServe will pay cash dividends on all of your
remaining shares.
DISCONTINUING DIVIDEND REINVESTMENT AND CERTIFICATE WITHDRAWAL
27. How does a participant discontinue reinvesting dividends?
You may discontinue reinvesting dividends at any time by giving notice to
EquiServe in writing, by telephone or through the Internet. Even if you
discontinue reinvestment, your shares will continue to be credited in book
entry form to your account unless you request a stock certificate. You may
request a certificate for all or part of your shares.
If you request a certificate for all of your shares, you will receive a
stock certificate for any whole share(s) and a check for the fractional
share at the then-current market value less any service fee and brokerage
commission.
28. When may a participant withdraw from the Plan?
You may withdraw your shares from the Plan at any time, subject to the
following conditions:
If your request to withdraw is received on or before the 20th of the month
preceding a dividend payment date, that dividend will be paid to you and
all subsequent dividends will be paid to you unless you re-enroll in the
Plan.
If your request to withdraw is received by EquiServe after the 20th of the
month preceding a dividend payment date, your request to withdraw may not
become effective until that dividend has been reinvested and the shares
purchased have been credited to your account under the Plan. EquiServe in
its sole discretion, may either pay that dividend in cash to you or
reinvest it in shares on your behalf. If the dividend is reinvested,
EquiServe may sell the shares purchased and remit the sale proceeds to you,
less any brokerage commissions, required withholding for income taxes,
service fees and other costs of sale.
29. Can a participant change his or her Plan options?
Yes. You may change your options at any time by giving notice to EquiServe
in writing, by telephone or through the Internet.
OTHER INFORMATION
30. What reports will be sent?
As soon as practicable after every purchase date on which there is activity
in your account, you will receive a transaction statement. You will also
receive copies of our annual reports, proxy statements and proxies as well
as other correspondence generally sent to our shareholders.
31. What is the effect of a rights offering, stock dividend or stock split?
Any common shares distributed as a stock dividend on shares credited to
your account, or held by you in stock certificate form, will be credited to
your account, provided they are the same type, class and series as the
shares currently held by you. In the event that rights are made available
to subscribe to additional shares, debentures or other securities, the full
shares held by you under the Plan may be combined with other shares of the
same stock class registered in your name for purposes of calculating rights
to be issued to you. Rights certificates will be issued with respect to
whole shares only, however, and rights based on a fraction of a share held
in your account will be sold for you and the net proceeds will be treated
as a voluntary cash payment.
32. What is the liability of the Company and EquiServe under the Plan?
Neither we nor EquiServe will be liable for any act done in good faith or
for any good faith omission to act. This limitation of liability applies
to, among other things, claims arising out of failure to terminate your
account upon death, the prices at which shares are purchased or sold, the
times when purchases or sales are made, or fluctuations in the market value
of our common stock.
Neither we nor EquiServe can provide any assurance of a profit or
protection against loss on any shares purchased under the Plan.
33. May the Plan be modified or discontinued?
We have reserved the right to suspend, modify or discontinue the Plan at
any time. Any suspension, modification or discontinuation of the Plan will
be announced by us to all holders of common stock, including participants
and non-participants in the Plan.
34. How will Plan shares be voted at the annual meeting of shareholders?
For each meeting of shareholders, you will receive proxy material that will
enable you to vote both the shares registered in your name directly and/or
whole shares credited to your account. That proxy will be voted as
indicated by you on the proxy. If the proxy card is not returned or if it
is returned unsigned by the registered owner, none of your shares will be
voted. If you elect, all shares, including shares held in your account
under the Plan, may be voted in person at the shareholders' meeting.
35. What happens to a participant's shares upon his or her death?
Upon your death, EquiServe will follow the instructions of your personal
representative.
FEDERAL INCOME TAX CONSEQUENCES
Participants in the Plan, in general, have the same federal income tax
obligations with respect to their dividends as do the holders of common stock
who are not participating in the Plan.
When dividends are reinvested in common shares under the Plan, a participant
will be treated for federal income tax purposes as having received, on the
dividend payment date, dividends equal to the full amount payable to the
participant on that date, even though the participant does not actually receive
the dividends in cash but, instead, uses them to purchase additional shares
under the Plan. The tax basis of shares acquired under the Plan is equal to the
cost of such shares, including any brokerage commissions. A participant will not
realize any taxable income when certificates for shares credited to the
participant's account under the Plan are issued to the participant, whether upon
request or upon withdrawal from or termination of the Plan.
A participant may realize gain or loss when shares (or a fraction of a share)
are sold, either by EquiServe pursuant to the participant's request or by the
participant after the shares have been withdrawn from his or her Plan account.
The amount of any such gain or loss will be the difference between the amount
which the participant receives for his or her shares (or fraction of share) and
their tax basis.
The information relating to federal income taxes contained herein does not
purport to be complete. We urge you to consult a tax advisor with respect to the
taxation of reinvested dividends and sales of common stock acquired under the
Plan.