EXHIBIT 4.1
Xxxxxxx First National Corporation
Dividend Reinvestment Plan
First Commercial Trust Company, N.A., Plan Administrator
WHEREAS, the Board of Directors of the Company deems it in the best
interest of the Company that shareholders of the Company be given an opportunity
to reinvest cash dividends paid on such stock in additional shares of common
stock of the Company;
This agreement made effective this 11th day of May, 1998, by and between:
Xxxxxxx First National Corporation, a corporation organized and existing
under the laws of the State of Arkansas (hereafter sometimes known and referred
to as "Company") and First Commercial Trust Company, N.A., a corporation
organized and existing under the laws of the State of Arkansas (hereafter
sometimes referred to as "Plan Administrator").
WHEREAS, Xxxxxxx First National Corporation desires to formally appoint
First Commercial Trust Company, N.A., as Plan Administrator.
1. Purpose. The purpose of the Plan is to provide current holders of shares of
common stock with a way of investing cash dividends in shares of common
stock, without payment of any brokerage commissions or service charges.
2. Administration of the Plan. First Commercial Trust Company, N.A. (the "Plan
Administrator"), a national banking organization, shall administer the Plan
for participants and shall perform only clerical and administerial
functions in connection with the Plan, such as arranging for the custody of
share certificates, keeping records, and sending statements of accounts to
participants. Purchases of common stock for issuance pursuant to the Plan
will be made by the Plan Administrator as an independent agent appointed by
the Company.
3. Eligible Participants. Any person of legal age is eligible to participate
in the Plan. Shareholders of common stock may elect to participate with
respect to all the shares of common stock registered in their name.
4. Source of Shares to be Purchased. Common stock purchased under the Plan
will be either shares purchased in the open market by the Agent or shares
newly issued by the Company. The source of the common stock (i.e., open
market or newly issued) will be designated by the company prior to any such
investment. The source from which common stock will be purchased shall not
be changed more than once in any three month period, and then only pursuant
to a determination by the Board of directors or Chief Executive Officer,
expressed in writing, that the Company's need to raise additional capital
has changed.
In the event that open market transactions are made, the Company shall not
have any authorization or power to direct the time or price at which common
stock may be so purchased, or to select a broker-dealer through or from
whom purchases are to be made.
5. Number of Shares to be Purchased. The number of shares of common stock to
be purchased for a participant will depend on the amount of dividends and
market prices of the common stock. Each participant's account will be
credited with that number of shares, including fractions computed to three
decimal places, equal to the total amount to be invested, divided by the
purchase price per share.
6. Price of Shares of Common Stock to be Purchased.
a. Originally Issued Shares. Originally issued shares of common stock
purchased with reinvestment dividends will be purchased at a price
equal to the average of the high and low price of the common stock as
quoted on the NASDAQ National Market on the dividend payment date as
subsequently reported in the Wall Street Journal.
If there is no trading in the common stock on the dividend payment
date, the purchase price shall be determined by the Company on the
next preceding date on which trading occurred.
b. Shares Purchased in the Open Market. If shares are purchased in the
open market for the account of participants, such purchases will be
made at prevailing marketing prices.
7. Timing of Purchases of Shares of Common Stock. Purchases of originally
issued shares of common stock with reinvested dividends shall be made on
the dividend payment date.
Common stock purchased in the open market normally will be purchased within
three (3) business days of the dividend payment date or Investment Date, as
the case may be, subject to applicable regulatory restrictions on such
purchases.
8. Dividends on Shares Held Pursuant to the Plan. The Plan Administrator will
receive dividends for all shares held pursuant to the Plan and will credit
such dividends to participant's accounts on the basis of full shares of
fractional shares already credited to those accounts. Such dividends will
be reinvested automatically in additional shares of common stock.
9. Certificates. The Plan Administrator will hold all shares purchased under
the Plan in the same of one of its nominees. A participant may add shares
to his account by depositing certificates for those shares with the Plan
Administrator with the request that those shares be added to the
participant's account.
10. Voting of Shares. The shares of common stock credited to the account of
participant under the Plan shall be included in the proxy delivered to such
participant for voting on any matters submitted to a meeting of the
shareholders of the Company. The proxy will include shares of stock
registered in the participant's name and shares of common stock credited to
the participant's account under the Plan.
11. Transfer or Assignment of Shares Held Pursuant to the Plan. A participant
shall not be entitled to sell, assign, transfer or pledge shares credited
to his account for any purpose unless the participant has first requested
certificates for such shares to be delivered to him.
12. Termination. A participant may discontinue the reinvestment of dividends
under the Plan by notifying the Plan Administrator in writing to that
effect. Within thirty (30) days of receipt of such notice, the Plan
Administrator will transmit to the terminating participant shares of common
stock held for that participant. The Plan Administrator will issue
certificates for whole shares credited to the participant's account under
the Plan, and a cash payment will be make to the participant for the value
of any fractional share.
13. Amendment to the Plan. The Plan may be amended, modified, suspended or
terminated at any time pursuant to action of the Board of Directors of the
Company or officers of the Company duly authorized to take such action by
the Board of Directors.
14. Miscellaneous.
a. Receipt of Funds by the Plan Administrator. All funds to be used to
purchase shares of common stock pursuant to the Plan shall be
transmitted by the Plan Administrator promptly to a segregated escrow
account at a bank or to the Agent.
b. Return of Funds. The Plan Administrator shall return funds to
participants if securities have not been purchased within 30 days of
the dividend payment date for dividend reinvestment.
c. Solicitation. The Company may inform the general public of the Plan
through announcements, newspaper advertisements, circulars, notices
and investment fairs. Additionally, the Company may inform prospective
participants with whom it has a pre-existing, continuing relationship
by delivering written communications, but only through the existing
means of communication currently utilized with such individuals. The
information contained in any such solicitation may include no more
than that allowed, nor less than that required, under Rule 134 of the
Securities Act of 1933, as amended (the "Act").
No application or enrollment form may be transmitted to prospective
participants unless accompanied by a prospectus prepared in compliance
with the Act and the rules promulgated thereunder.
d. Blackout Periods. If shares of common stock are to be purchased
directly from the Company, then the Company and its affiliates cannot
purchase common stock on any day on which the market price of the
common stock will be a factor in determining the purchase price of the
common stock to be delivered under the Plan.
Unless otherwise exempted by Regulation M under the Act, the Company and
its affiliates shall not purchase shares of common stock of the Company (i)
during the period commencing two (2) business days prior to the initial
dissemination of announcements regarding the Plan and ending thirty (30)
calendar days after such initial dissemination or (ii) during the period
commencing two (2) business days before any subsequent general dissemination of
announcements regarding the Plan and ending fifteen (15) calendar days after
such subsequent dissemination.
The Plan Administrator shall be entitled to a reasonable compensation by
the Company for all services rendered by it in the execution of its duties, as
well as all its expenses incurred or disbursed in the performance of such
duties, including those reasonable and necessary fees of its counsel, which have
been approved by the Company, if any, for advice rendered in connection with
this agreements. The fee schedule for the services provided is set forth in the
attached Exhibit A. Amendments may be made to the fee schedule at any time upon
agreement of the Company and the Plan Administrator.
The Plan Administrator may, but need not, relay conclusively and act
without further investigation upon any list, instruction, certification,
authorization, stock certificate or other instrument or paper believed by it in
good faith to be genuine and unaltered, and to have been signed, countersigned
or executed by any duly authorized person or persons, or upon the instruction of
any officer of the Company or upon the advice of counsel for the Company or of
counsel for the Plan Administrator and further that the Plan Administrator may
make any transfer of certificates for shares of said stock which is believed by
it in good father to have been duly authorized or may refuse to make any
transfer of certificates for shares of said stock if in good faith the Plan
Administrator deems such refusal necessary in order to avoid any liability
either to the Company or to itself; and further, that the Company agrees to
indemnify and hold harmless the Plan Administrator from and against any and all
losses, costs, claims and liability which it may suffer or incur (a) by reason
of so relying or acting or refusing to act (b) by reason of the failure of the
Company or any such person, firm or corporation to do the acts authorized by
this instrument contemplated to be done by the company or such person, fir or
corporation.
This agreement shall remain in full force and effect hereafter, however,
each party reserves the right to terminate the agreement but only upon giving
one hundred eighty (180) days notice of same to the remaining party. No such
termination shall effect or impair any rights or liability based on any action
or non-action taken prior to such notice.
IN WITNESS WHEREOF, Xxxxxxx First National Corporation has caused these
presents to be executed in its Corporate name and on its behalf by its
President, Chairman and CEO and its corporate seal to be hereto affixed and
attested by its Secretary and First Commercial Trust Company, N.A., has caused
these presents to be executed in its Corporate name and on its behalf by its Sr.
Vice President and its corporate seal to be impressed hereon and attested by its
Assistant secretary all as of the date and year first above written.
Xxxxxxx First National Corp. First Commercial Trust Company, N.A.
By: /s/ X. Xxxxxx May By: /s/ Xxxx XxXxx
Attest: /s/ Xxxx X. Xxxx Attest: /s/ Xxxxx Xxxxxxxx
