Purchases of shares with Optional Cash Payments will be made on the 1^st day of each month, other than a month in which dividends are paid.

In the months when a dividend is paid, purchases of shares will be made on the dividend payment date.

Participants who wish to do may deposit certificates for shares of Common Stock now or hereafter registered in their name(s) with the Plan Administrator for safekeeping. There is no charge for this service.

Certificates should be mailed by registered or certified mail to the address listed under "Plan Administrator". Certificates should not be endorsed. A letter must be included with the certificate(s) requesting the Plan Administrator to hold the certificate(s) for the Participants and/or add the shares to the Participants’ account.

The Company has designated and appointed Firstar Bank N.A. as the Plan Administrator of the Plan.

All enquiries, notices, requests and other communications by Participants concerning the Plan should be sent to the Plan Administrator at:

Participants will received from the Plan Administrator a detailed statement of account following each dividend payment and account transaction. The statement will show cash dividend received; optional cash payments received; shares purchased (including fractional shares); price paid per share; and total shares held in the Plan.

Statements of account issued by the Plan Administrator are a continuing and permanent record of account activity and the cost of purchases, and should be retained for income tax purposes.

Certificates for shares of Common Stock purchased under the Plan will not be issued to a Participant unless requested by the Participant or until his/her account is terminated.

Shares of Common Stock purchased under the Plan will be registered in the name of the Plan Custodian or its nominee.

However, stock certificates will be issued to any Participant upon specific written request.

A Participant may terminate his or her participation in the Plan at any time by notice in writing to the Plan Administrator.

When a Participant terminates, or upon termination of the Plan by the Company, certificates for whole shares credited to the Participant under the Plan will be issued, and a cash payment will be made for any fraction of a share less any costs of sale.

A Participant cannot request sale of shares held in the Plan.  When a Participant withdraws from the Plan, certificates will be issued for whole shares credited to a Participant's account under the Plan, and a cash payment will be made for any fractional share.