exv10w1






Exhibit 10.1









Dividend Reinvestment

and Stock Purchase Plan

for shareholders of

Forest City Enterprises, Inc.




Class A CUSIP # 345550 10 7




Class B CUSIP # 345550 30 5




Administered by:

Wells Fargo Shareowner Services




 









 





Dear Shareholder:



We cordially invite you to participate in the Forest City Enterprises, Inc. Dividend Reinvestment
and Stock Purchase Plan. You only need to be a shareholder of record to join the Plan. You may
have all or a portion of your dividends automatically reinvested in shares of Common Stock of
Forest City. You may elect to be in the Plan but still have the dividends on your Common Stock
paid to you. For any of the reinvestment options, all Plan shares will be reinvested. Whenever
you wish, you may make optional cash investments which will be used to buy additional shares of
Common Stock for you. All costs and service charges incurred in purchasing Common Stock through
the Plan are paid by the Company. However, you will incur service and brokerage commission fees on
shares sold under the Plan.



This Plan provides you with an economical and convenient method for investing in additional shares
of Forest City Enterprises, Inc. Common Stock. Your participation in the Plan is, of course,
completely voluntary, and may be discontinued at any time.



Details of the Plan are contained in this brochure. We recommend that you read it carefully and
retain if for future reference.



All questions, inquiries, remittances, and other correspondence in connection with the Plan should
be addressed to the Plan Administrator, Wells Fargo Shareowner Services.




Sincerely,




Samuel H. Miller

Co-Chairman of the Board

and Treasurer




Albert B. Ratner

Co-Chairman of the Board




Charles A. Ratner

President and

Chief Executive Officer




 









 




The Company has appointed Wells Fargo Shareowner Services, a division of Wells Fargo Bank, N.A., as
processing agent and administrator for the Plan. The Plan is not sponsored or administered by the
Company. Neither Wells Fargo Shareowner Services nor the Company provides any advice or
recommendations with respect to the purchasing or selling of the Common Stock of Forest City
Enterprises, Inc. Any decision to purchase or sell shall be made by each individual based on their
own research and judgment.



Securities in the Plan are not subject to protection under the Securities Investor Protection Act
of 1970.




What is the purpose of the Plan



The Dividend Reinvestment and Stock Purchase Plan (the “Plan”) offers you an opportunity to
reinvest and purchase shares of Common Stock of Forest City Enterprises, Inc. (the “Company”) with
all or a portion of your dividends. You may make optional cash investments ranging from a minimum
of $10 to a maximum of $5,000 per month. The Plan provides you with a 3% discount to market price
at the time of purchase through Wells Fargo Shareowner Services, a division of Wells Fargo Bank,
N.A. (the “Plan Administrator”). Details of the Plan, reinvestment options, and their benefits to
you as a shareholder of the Company are contained in this brochure.




Benefits of the Plan





	•	 	You do not pay a commission as you would if you invested through a broker. Your dividend or
cash is invested in full and fractional shares at a 3% discount to market price, and the
Company pays the Plan Administrator’s service fees and brokerage commissions for purchases.
However, you will incur service fees and brokerage commissions on shares sold under the Plan.
	 
	•	 	You will receive an acknowledgement from the Plan Administrator each time you send cash to
invest. You also will receive a statement from the Plan Administrator after each transaction.
	 
	•	 	Even small dividend payments may be fully utilized. You may reinvest all or a portion of
your dividends. Your dollars are invested in full and fractional shares to three decimal
places.
	 
	•	 	All Common Shares purchased through the Plan are held by the Plan Administrator for you as
beneficial owner, in the name of the Plan Administrator or the Plan Administrator’s nominee.
This convenience provides protection against certificates being lost, misplaced or stolen.
	 
	•	 	You may send your other Forest City stock certificate(s) to the Plan Administrator for
safekeeping, free of charge.
	 
	•	 	The Plan is entirely voluntary, and you may terminate your participation at any time.
	 
	•	 	You maintain the voting rights on full and fractional shares in the Plan.





Who is Eligible



If you are a holder of Class A Common Stock or Class B Common Stock and your shares are registered
in your name, you are eligible to participate in the Plan. If your shares are registered in a name
other than your own and you would like to participate, you must make arrangements with your broker,
bank or other entity acting in a representative capacity to have all or a portion of your shares
transferred into your name.



Regulations in certain countries may limit or prohibit participation in this type of Plan.
Accordingly, persons residing outside the United States who wish to participate in the Plan should
first determine whether they are subject to any governmental regulation prohibiting their
participation.




Internet Privileges



You may access your account information and perform transactions on the internet.



To activate your account and establish a Username and Password, you will need your 10-digit Wells
Fargo Shareowner Services account number (which is listed on your account statement), your Social
Security number, your email address, and the company name you own shares in, Forest City
Enterprises, Inc.




 









 







Instructions to access your account online are as follows:




Go to www.shareowneronline.com and click “First Time Visitor Sign On,” then click “Continue.”
Next, simply follow the instructions found on the “First Time Visitor New Member Registration”
page.



Once you have successfully signed up, you will be able to access your account information
immediately. You will receive written confirmation by mail that your account has been activated
for online access.



Once you have activated your account online, you can also:





	 	•	 	Authorize, change or stop your Automatic Cash Withdrawal and Investment Service
	 
	 	•	 	Sell some or all of your Plan shares if the current market value of the shares to be
sold is $25,000 or less
	 
	 	•	 	Change your reinvestment option. (example: from full to partial)




Certain restrictions may apply.




Telephone Transactions



If you already participate in the Plan and want to establish telephone privileges for your account,
please call Wells Fargo Shareowner Services (see “Questions About the Plan”).



You may establish telephone privileges for your Plan account, enabling you to execute certain Plan
orders by telephone as follows:





	 	•	 	Sell a portion or all of your Plan shares if the current market value of the shares to
be sold is $25,000 or less
	 
	 	•	 	Change your reinvestment option. (example: from full to partial)
	 
	 	•	 	Request a certificate for a portion or all of your full Plan shares if the current
market value of shares to be issued is $50,000 or less




Certain restrictions may apply.




How does the Plan Work



The Plan Administrator purchases shares on the open market. The price of shares acquired for your
account is at a 3% discount to the market price for all shares purchased by the Plan Administrator
for all participants with participants’ dividends and/or optional cash investments.




Investment Options



Full Reinvestment. All cash dividends on shares held in physical certificate form registered in
your name including book-entry (DRS) on the records of the Company and all cash dividends on all
Plan shares credited to your account under the Plan will be used to purchase additional shares. You
will not receive cash dividends from the Company; instead, the dividends will be reinvested. Upon
enrollment, you also have the option of sending the Plan Administrator additional contributions
(see “Optional Cash Investments”).



Partial Reinvestment. Dividends will be reinvested on the full number of shares that you
designate. The remaining shares held in physical certificate form registered in your name
including book-entry (DRS) on the records of the Company will be paid by check or direct deposit.
All Plan shares credited to your account under the Plan will be reinvested. Upon enrollment, you
also have the option of sending the Plan Administrator additional contributions (see “Optional Cash
Investments”).



Optional Cash Investments Only. All cash dividends on shares held in physical certificate form
registered in your name including book-entry (DRS) on the records of the Company will be paid by
check or direct deposit. All Plan shares credited to your account under the Plan will be
reinvested.



You may change your reinvestment option at any time by going online (see “Internet Privileges”),
calling (see “Telephone Transactions”) or sending written notice to the Plan Administrator.
Notices received on or before a dividend record date will be effective for that dividend. Notices
received after a dividend record date will not be effective until the next dividend record date.




 









 








Direct Deposit of Dividends



You can have your cash dividends not being reinvested transferred directly to your bank for
deposit. For electronic direct deposit of dividend funds, contact the Plan Administrator to request
a Direct Deposit of Dividends Authorization Form, complete the form, and return the form to the
Plan Administrator. Be sure to include a voided check for checking account or savings deposit slip
for savings account. If your shares are jointly owned, all owners must sign the form.




Fractional Shares



If your dividend, optional cash payment, or combinations of both are not sufficient to buy a full
share, the Plan Administrator will credit you with a fractional share computed to three decimals.




Optional Cash Investments



You have the option of sending the Plan Administrator additional contributions, ranging from $10 to
$5,000, which will be used to purchase additional shares for you. You may make these optional cash
investments at any time, either monthly or at random, by check or automatic withdrawal from your
checking or savings account. In no instance may a single month’s optional cash investment exceed
$5,000. You may request a refund for your entire optional cash investment, provided your written
notice is received by the Plan Administrator at least two business days before such amount is to be
invested.



To participate in the Optional Cash investments feature, you may either send a check payable to
Shareowner Services along with the authorization form or with the tear-off portion of the
Plan account statement you will receive after your initial dividend has been invested. Checks must
be in U.S. funds and drawn on a U.S. bank.




Automatic Cash Withdrawal and Investment Service



You may elect to make optional cash investments, paid by electronic funds transfer and withdrawn
automatically from your pre-designated bank account. To make optional cash investments by
automatic deduction, you may go online (see “Internet Privileges”) or complete and sign an
Automatic Cash Withdrawal and Investment form, available from the Plan Administrator, and return
the form to the Plan Administrator. Forms are processed and become effective as promptly as
practicable. Once the automatic monthly deduction option is initiated, funds will be drawn from
your designated bank account on or about the last business day of each month and will be invested
on the investment date. You do not receive any confirmation of the transfer of funds other than as
reflected in your Plan account statement and in your bank account statement.



You may change the designated account for automatic deduction by going online (see “Internet
Privileges”) or sending written instruction to the Plan Administrator. You can stop the Automatic
Cash Withdrawal and Investment Service by going online (see “Internet Privileges”), calling (see
“Telephone Transactions”) or writing the Plan Administrator at the address shown in this brochure.
To be effective with respect to a particular investment date, your request to enroll in, change, or
terminate the Automatic Cash Withdrawal and Investment Service must be received by the Plan
Administrator at least 15 business days prior to the investment date.



You are under no obligation to make optional cash investments. Funds awaiting investment do not
earn interest.




Investments Dates



Dividend Reinvestments. Dividends are reinvested on the dividend payment date. The payment of
dividends is at the discretion of Forest City’s Board of Directors and will depend upon future
earnings, the financial condition of Forest City, and other factors. The Board of Directors may
change the amount and timing of dividends at any time without notice.



Optional Cash Investments. Optional cash investments are invested either (i) on the 15th of each
month in which no dividend is payable, or (ii) on the dividend payment date in months in which a
dividend is paid (the “Cash Investment Date”). The Plan Administrator will apply any optional cash
investments received from you before a Cash Investment Date to the purchase of shares for your
account on the Cash Investment Date. The Plan Administrator will not pay interest on optional cash
investments held pending investment and therefore it is recommended that you submit these shortly
before, but no later than one business day before, the Cash Investment Date.




 









 








Deposit of Stock Certificates



If you are enrolled in the Plan, you may also send certificate(s) of Forest City Common Stock to
the Plan Administrator for safekeeping. Because you bear the risk of loss in sending stock
certificate(s) to the Plan Administrator, it is recommended that your certificate(s) be sent
registered insured mail for 2% of the current market value and request a return receipt.
Certificate(s) should NOT be endorsed. Whenever certificate(s) are issued to you either upon your
request or upon termination of your participation, new, differently numbered certificate(s) are
issued.




Issuance of Shares



The Plan Administrator will hold your additional shares until you choose to terminate your
participation in the Plan. This convenience provides added protection against loss, theft or
inadvertent destruction of stock certificates. However, upon your written request, the Plan
Administrator will issue certificates to you for all or part of your full shares. Fractional
shares will not be issued under any circumstance.




Withdrawal from the Plan



You may terminate your participation in the Plan at any time by written notice to the Plan
Administrator. If your request to terminate from the Plan is received on or after a dividend
record date, but before the dividend payment date, your termination will be processed as soon as
practicable, and a separate dividend check will be mailed to you. Future dividends will be paid in
cash, unless you rejoin the Plan. The Plan Administrator will then convert all or a portion of
your full Plan shares to book-entry (DRS) or issue you a certificate. Alternatively, you may
instruct the Plan Administrator to sell all or a portion of your full Plan shares and to send you
the proceeds, less any brokerage commissions and service charges. In either case, fractional
shares will be converted to cash at the then current market price, less any brokerage commission
and service charges. If applicable, a check for the net proceeds will be sent to you. Sales of
shares by the Plan Administrator are made as soon as practicable after the receipt of your written
request.



If submitting a request to sell all or a portion of your Plan shares, and you are requesting net
proceeds to be automatically deposited to a U.S. bank checking or savings account, you must provide
a voided blank check for a checking account or blank savings deposit slip for a savings account.
If you are unable to provide a voided check or deposit slip, your written request must have your
signature(s) medallion guaranteed by an eligible financial institution for direct deposit.
Requests for automatic deposit of sale proceeds that do not provide the required documentation will
not be processed and a check for the net proceeds will be issued.




Regular Statements



You will receive a detailed statement of your account after each purchase of shares with your
dividends and/or optional cash investments, which helps you maintain your personal records. These
statements should be retained for calculating the cost basis of your shares.




To Join the Plan



Go online or complete and sign the enclosed authorization form and mail it to the Plan
Administrator in the enclosed envelope. Your participation will begin with the next dividend
payment, unless the Plan Administrator does not receive your completed authorization form until
after the dividend record date. In that case, your account will open with the following dividend.




Income Tax Information



Reinvested dividends are subject to income taxes, the same as if you had received them in cash. In
addition, the Internal Revenue Service has ruled that the brokerage commissions and 3% discount
Forest City pays for you under the Plan are also taxable as dividend income. The Plan
Administrator will send you a Form 1099 showing the dividends credited to your account, as well as
the applicable fees, commissions and discount paid for you. Keep this statement with your tax
records.



You should consult your personal tax advisor concerning proper tax treatment of these amounts, as
interpretation may differ, and laws, regulations and rulings may change over time.




Questions About the Plan



Questions about the Plan, Plan Requests and Optional Cash Investments should be mailed to:




 









 







Wells Fargo Shareowner Services

P.O. Box 64856

St. Paul, MN 55164-0856



Certified/Overnight Mail:

Wells Fargo Shareowner Services

161 North Concord Exchange

South St. Paul, MN 55075-1139



General Information:

Fax: 651-450-4085

Tel: 1-800-468-9716

Tel: 651-450-4064 (outside the United States)

An automated voice response system is available

24 hours a day, 7 days a week. Customer Service

Representatives are available from 7:00 a.m. to

7:00 p.m., Central Standard Time, Monday through

Friday



Internet:

For General Inquiries: www.wellsfargo.com/shareownerservices

For Account Information: www.shareowneronline.com




Terms and Conditions



The following pages contain additional Plan information. Please read them carefully and keep this
brochure with your stock materials.





 









 








TERMS AND CONDITIONS




Terms and Conditions of Authorization for Stock Purchase and Dividend Reinvestment Plan





	 	•	 	As the Plan Administrator, Wells Fargo Shareowner Services, a division of Wells Fargo
Bank, N.A. (the “Plan Administrator”) will apply all or any designated portion of
dividends on the shares of Forest City Enterprises, Inc. (the “Company”) Class A Common
Stock or Class B Common Stock held by the participant, all optional cash investments, or a
combination of both, and dividends on any full or fractional shares acquired under the
Dividend Reinvestment and Stock Purchase Plan (the “Plan”), to the purchase of additional
Common Stock for the participant’s account. Such purchases may be made on any securities
exchange where such shares are traded, in the over-the-counter market or in negotiated
transactions, and may be on such terms as to price, delivery and otherwise as the Plan
Administrator may determine.
	 
	 	•	 	The participant may make optional cash investments ($10 minimum, $5,000 maximum per
month in U.S. funds) to the Plan Administrator, accompanied by either the signed
authorization form or optional cash election form attached to the Plan statement. In
making purchases for the participant’s account, the Plan Administrator may commingle the
participant’s funds with those of other participants participating in the Plan. In the
case of each purchase, the price at which the Plan Administrator shall be deemed to have
acquired shares for the participant’s account shall be a 3% discount to market price of
all shares purchased by it, with their aggregate funds used for such purchase. The Plan
Administrator may hold the shares of all participants together in its name or in the name
of the nominee. The Plan Administrator shall have no responsibility as to the value of
the Common Stock acquired for the participant’s account. Dividends will be invested by
the Plan Administrator no later than 30 days after receipt, and optional cash investments
will be invested on or about the 15th of each month, if the 15th is
not a business day then the next business day, or where deferment is necessary to comply
with Regulation M under the Securities Exchange Act of 1934 or other applicable provisions
of law. It is understood that, in any event, neither the Plan Administrator nor the
Company shall have liability in connection with any inability to purchase shares or the
timing of any purchases. Participants’ funds held by the Plan Administrator will not bear
interest. Participants may request a refund of their entire optional cash investment by
written notice received by the Plan Administrator not less than two business days before
such amount is to be invested. Checks must be in U.S. funds and drawn on a U.S. bank.
Money orders or third party checks are not accepted.
	 
	 	•	 	If any optional cash investment, including payments by check or automatic withdrawal,
is returned for any reason, the Plan Administrator will remove from the participant’s
account any shares purchased upon prior credit of such funds, and will sell these shares.
The Plan Administrator may sell other shares in the account to recover a returned funds
fee for each optional cash investment returned unpaid for any reason and may sell
additional shares as necessary to cover any market loss incurred by the Plan
Administrator. Following each purchase, the Plan Administrator will send to each
participant whose funds have been applied to such purchase a statement of year to date
transactions in the account since the last purchase, including the current shares in the
account.
	 
	 	•	 	During the period that an optional cash investment is pending, the collected funds in
the possession of the Plan Administrator may be invested in certain Permitted Investments.
For purposes of this Plan, “Permitted Investments” shall mean any money market mutual
funds registered under the Investment Company Act (including those of an affiliate of the
Plan Administrator or for which the Plan Administrator or any of its affiliates provides
management advisory or other services) consisting entirely of (i) direct obligations of
the United States of America; or (ii) obligations fully guaranteed by the United States of
America. The risk of any loss from such Permitted Investments shall be the responsibility
of the Plan Administrator. Investment income from such Permitted Investments shall be
retained by the Plan Administrator.
	 
	 	•	 	Participants may elect to deposit their original certificate(s) into the Plan account
for safekeeping by sending the certificate(s) to the Plan Administrator together with
instructions to deposit the




 









 






	 	 	 	certificate(s) into the Plan. The transaction will appear on the statement for that
period, and shares will be held by the Plan Administrator in its name or nominee name.
These shares will be held in the Plan account until such time as the participant requests a
certificate, sale or termination from the Plan. Because participants bear the risk of loss
in sending stock certificate(s), it is recommended that the participant sends them
registered, insured for at least 2% of the current market value and request a return
receipt. Certificate(s) should NOT be endorsed. Participants should note that a cost
basis record for deposited shares can not be provided by the Plan Administrator. A record
of purchase prices should be retained by the participant.
	 
	 	•	 	No certificates will be issued to a participant for shares in the participant’s account
unless requested of the Plan Administrator in writing. No certificate for a fractional
share will be issued, but dividends on a fractional interest in a share will be credited
to the participant’s account.
	 
	 	•	 	It is understood that the reinvestment of dividends does not relieve the participant of
any income tax that may be payable on such dividends. The Plan Administrator will report
to all participants the amount of dividends credited to their accounts.
	 
	 	•	 	The Plan Administrator will vote all shares held in the participant’s account in the
same way in which the participant votes shares of the Company standing of record in the
participant’s name by regular proxy returned by participants to the Company, or, if the
Plan Administrator sends to the participant a separate proxy covering the shares credited
to the participant’s Plan account, then such shares will be voted as designated in such
separate proxy. In the event the participant does not direct the voting of shares by
either such regular or separate proxy, the shares credited to participant’s Plan account
will not be voted.
	 
	 	•	 	Except as otherwise expressly provided herein, participants may not sell, pledge,
hypothecate or otherwise assign or transfer the participant’s account, any interest
therein or any cash or shares credited to the participant’s account. No attempt at any
such sale, pledge, hypothecation or other assignment or transfer shall be effective.
Nothing herein shall affect a shareholder’s rights in respect to shares for which
certificates have been received.
	 
	 	•	 	A participant may terminate the account at any time by writing to the Plan
Administrator. If the participant’s request to terminate from the Plan is received on or
after a dividend record date, but before the dividend payment date, the participant’s
termination will be processed as soon as practicable, and a separate dividend check will
be mailed to the participant. Future dividends will be paid in cash, unless the
participant rejoins the Plan. In addition, if a participant sends notice of termination
or a request to sell to the Plan Administrator between the record date and payment date of
a stock distribution, the request will be held until the stock distribution is credited to
the participant’s account. The Plan Administrator may terminate the account at any time
by notice in writing mailed to the participant. A participant requesting termination may
elect to receive either stock or cash for all full shares in the account. If cash is
elected, the Plan Administrator will sell such shares at the current market value and the
Plan Administrator will send the net proceeds to the participant, after deducting
brokerage commissions and service charges. If no election is made in the request for
termination, full Plan shares will be converted to book-entry (DRS). In either case, the
participant will receive a check, less brokerage commissions and service charges, at the
current market value in lieu of any fractional interest in a share.
	 
	 	•	 	If a participant submits a request to sell all or part of their Plan shares, and the
participant requests net proceeds to be automatically deposited to a U.S. bank checking or
savings account, the participant must provide a voided blank check for a checking account
or blank savings deposit slip for a savings account. If the participant is unable to
provide a voided check or deposit slip, the participant’s written request must have the
participant’s signature(s) medallion guaranteed by an eligible financial institution for
direct deposit. Requests for automatic deposit of sale proceeds that do not provide the
required documentation will not be processed and a check for the net proceeds will be
issued.




 









 






	 	•	 	The Plan Administrator will make every effort to process a participant’s sale order on
the next business day following receipt of the properly completed request (sale requests
involving multiple transactions may experience a delay). The Plan Administrator shall not
be liable for any claim arising out of failure to sell stock on a certain date or at a
specific price. This risk should be evaluated by the participant and is a risk that is
borne solely by the participant.
	 
	 	•	 	If a participant requests to transfer all shares in their Plan account between a
dividend record date and payable date, the participant’s transfer request will be
processed; however, the participant’s Plan account will not be terminated. The
participant may receive additional dividend reinvestment shares which will require the
participant to submit a written request to transfer the additional shares.
	 
	 	•	 	It is understood that any stock dividends or stock splits distributed by the Company on
shares held by the Plan Administrator for the participant will be credited to the
participant’s account. If a participant sends notice of termination or a request to sell
to the Plan Administrator between the record date and the payable date for a stock
distribution, the request will not be processed until the stock distribution is credited
to the participant’s account.
	 
	 	•	 	In the event that the Company makes available to its shareholders rights to purchase
additional shares or other securities, the Plan Administrator will sell such rights
accruing to shares held by the Plan Administrator for the participant and will combine the
resultant funds with the next regular dividend or optional cash investment for
reinvestment at that time. If a participant desires to exercise such rights, the
participant should request that certificates be issued for full shares.
	 
	 	•	 	The Plan Administrator, its nominee and the Company shall have no responsibility beyond
the exercise of ordinary care for any action taken or omitted pursuant to the Plan, nor
shall they have any duties, responsibilities or liabilities except such as are expressly
set forth herein.
	 
	 	•	 	In administering the Plan, neither the Company, the Plan Administrator nor any broker
selected by the Plan Administrator shall be liable for any good faith act or omission to
act, including but not limited to any claim of liability (i) arising out of the failure to
terminate a participant’s account upon such participant’s death prior to receipt of a
notice in writing of such death, (ii) with respect to the prices or times at which shares
are purchased or sold, or (iii) as to the value of the shares acquired for participants.
Selling participants should be aware that the share price may fall or rise during the
period between a request for sale, its receipt by the Plan Administrator, and the ultimate
sale in the open market. Participants should evaluate these possibilities while deciding
whether and when to sell any shares through the Plan. The price risk will be borne solely
by the participant.
	 
	 	•	 	The Plan Administrator is acting solely as agent of the Company and owes no duties,
fiduciary or otherwise, to any other person by reason of this Plan, and no implied duties,
fiduciary or otherwise, shall be read into this Plan. The Plan Administrator undertakes
to perform such duties and only such duties as are expressly set forth herein, to be
performed by it, and no implied covenants or obligations shall be read into this Plan
against the Plan Administrator or the Company.
	 
	 	•	 	In the absence of negligence or willful misconduct on its part, neither the Plan
Administrator nor the Company, whether acting directly or through agents or attorneys,
shall be liable for any action taken, suffered, or omitted or for any error of judgment
made by the Plan Administrator in the performance of its duties hereunder. In no event
shall the Plan Administrator or the Company be liable for special, indirect or
consequential loss or damage of any kind whatsoever (including but not limited to lost
profit), even if the Plan Administrator has been advised of the likelihood of such loss or
damage and regardless of the form of action.




 









 






	 	•	 	The Plan Administrator shall: (i) not be required to and shall make no representations
and have no responsibilities as to the validity, accuracy, value or genuineness of any
signatures or endorsements, other than its own; and (ii) not be obligated to take any
legal action hereunder that might, in its judgment, involve any expense or liability,
unless it has been furnished with reasonable indemnity.
	 
	 	•	 	Neither the Plan Administrator or the Company shall be responsible or liable for any
failure or delay in the performance of its obligations under this Plan arising out of or
caused, directly or indirectly, by circumstances beyond its reasonable control, including,
without limitation, acts of God; earthquakes; fires; floods; wars; civil or military
disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of
utilities; computer (hardware or software) or communications services; accidents; labor
disputes; acts of civil or military authority or governmental actions; it being understood
that the Plan Administrator shall use reasonable efforts which are consistent with
accepted practices in the banking industry to resume performance as soon as practicable
under the circumstances.
	 
	 	•	 	The Plan Administrator is authorized to choose a broker, including an affiliated
broker, at its sole discretion to facilitate purchases and sales of Common Stock by Plan
participants. The Plan Administrator will furnish the name of the registered broker,
including any affiliated broker, utilized in share transactions within a reasonable time
upon written request from the participant.
	 
	 	•	 	The Company and the Plan Administrator may agree from time to time to amendments and
modifications of the Plan.
	 
	 	•	 	Any notice, instruction, request, election or direction that is required or permitted
under the Plan shall become effective when received by the Plan Administrator. Such
notice, instruction, request, election or direction shall be mailed to the address set
forth in this brochure.
	 
	 	•	 	Your participation in the Plan will be terminated if you do not have at least one full
share registered in your name or in your Plan account.
	 
	 	•	 	The terms and conditions of the Plan and the authorization form shall be governed by
the laws of the State of Ohio.





FEE DISCLOSURE TABLE




	 	 	 
	Transaction or Plan Service Fees
	 	 
	 
	Certificate Deposit

	 	Company paid
	Certificate Issuance

	 	Company paid
	 
	Investment Fees
	 	 
	Dividend Reinvestment Service Fee

	 	Company paid
	Optional Cash Investment Service Fee

	 	Company paid
	Automatic Withdrawal Service Fee

	 	Company paid
	Purchase Commission

	 	Company paid
	 
	Sale Fees
	 	 
	Service Fee

	 	$15.00 per transaction
	Sale Commission

	 	$0.10 per share
	Direct Deposit of Net Sale Proceeds

	 	$5.00 per transaction
	 
	Fee for Returned Checks or Rejected Automatic Bank 

Withdrawals

	 	$25.00 per item
	 
	Prior Year Duplicate Statements

	 	$15.00 per year