3066                                 LAWS OF MARYLAND                               Ch. 856

(A)  "CONTROLLING PERSON" DEFINED.

IN THIS SECTION "CONTROLLING PERSON" MEANS AN
INDIVIDUAL OR LEGAL ENTITY, ACTING DIRECTLY OR INDIRECTLY,
INDIVIDUALLY OR IN CONCERT WITH ONE OR MORE OTHER
INDIVIDUALS OR LEGAL ENTITIES, OR THROUGH ONE OR MORE
SUBSIDIARIES, WHO OWNS, CONTROLS, OR HOLDS WITH POWER TO
VOTE, OR HOLDS PROXIES TO VOTE MORE THAN 20 PERCENT OF THE
VOTING SHARES OF THE CAPITAL STOCK ASSOCIATION, OR CONTROLS
IN ANY MANNER THE ELECTION OF A MAJORITY OF THE DIRECTORS OF
THE CAPITAL STOCK ASSOCIATION.

(B)  CONTROL BY NONCITIZEN.

A PERSON WHO IS NOT A CITIZEN OF THE UNITED STATES MAY
NOT DIRECTLY OR INDIRECTLY ACQUIRE CONTROL OF A CAPITAL
STOCK ASSOCIATION.

(C)  CONTROL OF MORE THAN ONE ASSOCIATION.

(1)  A PERSON MAY NOT DIRECTLY OR INDIRECTLY
ACQUIRE CONTROL OF MORE THAN ONE CAPITAL STOCK ASSOCIATION.

(2)  THIS SUBSECTION DOES NOT APPLY TO A HOLDING
COMPANY OF A SAVINGS AND LOAN ASSOCIATION, THE MARYLAND
SAVINGS-SHARE INSURANCE CORPORATION, OR THE FEDERAL SAVINGS
AND LOAN INSURANCE CORPORATION.

(D)  CONFLICT OF INTEREST.

(1)  A CONTROLLING PERSON MAY ENGAGE IN A
BUSINESS OR TRANSACTION WITH A CAPITAL STOCK ASSOCIATION
ONLY IF:

(I)  A FULL DISCLOSURE OF THE BUSINESS OR
TRANSACTION AND THE NATURE OF THE CONTROLLING PERSON'S
INTEREST IS MADE TO THE BOARD OF DIRECTORS OF THE CAPITAL
STOCK ASSOCIATION;

(II)  THE TRANSACTION IS APPROVED IN GOOD
FAITH BY THE RECORDED VOTE OF THE PRESENT AND VOTING
DISINTERESTED DIRECTORS OF THE ASSOCIATION; AND

(III)  ANY PROFITS OF THE CONTROLLING
PERSON ARE NOT AT THE EXPENSE OF THE CAPITAL STOCK
ASSOCIATION AND DO NOT PREJUDICE ITS BEST INTERESTS.

(2)  THIS SECTION DOES NOT APPLY TO COMPENSATION
PAID TO A CONTROLLING PERSON FOR SERVICES.

(E)  LOAN TO CONTROLLING PERSON.

A CAPITAL STOCK ASSOCIATION MAY MAKE A LOAN TO ANY
CONTROLLING PERSON IF:

(1) THE LOAN IS APPROVED IN GOOD FAITH BY THE
RECORDED VOTE OF THE PRESENT AND VOTING DISINTERESTED
DIRECTORS OF THE ASSOCIATION;