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


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                       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




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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




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     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.




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     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.



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     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




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     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.



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     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




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     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:



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          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.



<PAGE>

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.




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                         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.