Exhibit 4.4
AGREEMENT FOR APPOINTMENT AS DIVIDEND REINVESTMENT AGENT
This Agreement for Appointment of Dividend Reinvestment Agent dated this 6th
day of February, 1998, by and between FIRST UNION NATIONAL BANK OF NORTH
CAROLINA ("First Union") and CONSUMERS WATER COMPANY ("Corporation").
WITNESSETH:
WHEREAS, the parties wish to provide for First Union to function as Dividend
Reinvestment Agent on the terms and conditions as set forth herein:
1. The parties agree that First Union shall serve as the Dividend
Reinvestment Agent for the Corporation in accordance with the terms set
forth.
2. The duties of First Union as Dividend Reinvestment Agent are based upon
the Description of Services (Section I), as attached hereto.
3. The fee arrangement is based upon the Fee Schedule (Section II) as
attached hereto. The fees shall not be increased during the thirty-six
month period commencing with the first day of the initial term. Effective
at the beginning of the 13th month following such date, First Union may
increase such charges at any time and from time to time, but not more
often than once in any twelve month period, by an amount equal to the
greater of eight percent or the cumulative percentage increase of the
United States Consumers Price Index for Urban Households, published by
the Bureau of Labor Statistics, United States Department of Labor (or its
successor index) (the "CPI") during the period beginning on the date of
the prior increase (or, in the case of the initial increase, the first
day of the initial term) and ending on the latest day included in the
latest CPI calculation published at the time of such price increase.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Vice President
[SEAL]
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Attest: /s/ Xxxxxxx X. Xxxxx
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CONSUMERS WATER COMPANY
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------
Title: Vice President and Secretary
[SEAL]
Attest: /s/ Xxxxxxxxx X. Xxxxxx
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I. DIVIDEND REINVESTMENT SERVICES
This benefit enables employees to acquire company ownership often through the
convenience of payroll deduction. Our specialized unit will provide consulting
on plan design, and once implemented, will work closely with your in-house
resources to provide superior service and commitment.
As Dividend Reinvestment Agent our services include:
* Receive and post all optional cash contributions
* Purchase stock with funds from payroll deductions or optional cash
contributions
* Proactive involvement with your Human Resources and/or Payroll
Department to set up new employee accounts
* Allocate full and fractional shares to each employee's account
* Prepare and mail statements to employees after each investment
* Prepare and file federal tax information at the end of each taxable
period
* Correspond with Plan participants as directed by the Company
* Provide complete proxy services
* Process liquidation or termination requests
Upon request, the bank will:
* issue certificates for full shares,
* or sell full shares in the open market and deliver proceeds
to the shareholder
II. DIVIDEND REINVESTMENT AGENT FEES
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ADMINISTRATION
Annual Fee . . . . . . . . . . . . . . . . . . . . . . . . . . $3,000.00
Consumers Water Company's full-time primary and backup account officers
will consult with the Company regarding the administrative decisions
relating to the corporate security issue, for example, but not limited
to, securities regulations and requirements. Additionally, our Investor
Communications Group is available to assist your employees regarding
transfer requirements, research questions, balance information, et
cetera.
DIVIDEND REINVESTMENT AGENT
These services are detailed in the attached Section I.
ALL-INCLUSIVE QUARTERLY FEE . . . . . . . . . . . . . . . . $1.25 per account
(Minimum $2,500 Annual Fee)
(Based upon 4 investments per year; each additional
investment is $1.00 per transaction.)
OUT-OF-POCKET EXPENSES
All out-of-pocket expenses, including postage, insurance, telephone,
courier expenses, check stock and stationery, will be billed in addition
to the fees listed herein. We do not add on a service or handling charge.
SPECIAL SERVICES
Services not included in this fee schedule, but deemed necessary or
desirable by the corporate issuer, may be subject to additional charges
based upon an appraisal with the company before services are to be
performed.
