Ch. 52

LAWS OF MARYLAND

1. Within the 2 year] WITHIN THE 5-YEAR
period immediately prior to the announcement date of the proposal
of the business combination, PLUS AN AMOUNT EQUAL TO INTEREST
COMPOUNDED ANNUALLY FROM THE EARLIEST DATE ON WHICH THE HIGHEST
PER SHARE ACQUISITION PRICE WAS PAID THROUGH THE VALUATION DATE
AT THE RATE FOR 1-YEAR UNITED STATES TREASURY OBLIGATIONS FROM
TIME TO TIME IN EFFECT, LESS THE AGGREGATE AMOUNT OF ANY CASH
DIVIDENDS PAID AND THE MARKET VALUE OF ANY DIVIDENDS PAID IN
OTHER THAN CASH, PER SHARE OF COMMON STOCK FROM THE EARLIEST DATE
THROUGH THE VALUATION DATE, UP TO THE AMOUNT OF THE INTEREST; or

[2.] (II) [In the transaction in which it
became an interested stockholder, whichever is higher] THE
HIGHEST PER SHARE PRICE (INCLUDING ANY BROKERAGE COMMISSIONS,
TRANSFER TAXES AND SOLICITING DEALERS' FEES) PAID BY THE
INTERESTED STOCKHOLDER FOR ANY SHARES OF COMMON STOCK OF THE SAME
CLASS OR SERIES ACQUIRED BY IT ON, OR WITHIN THE 5-YEAR PERIOD
IMMEDIATELY BEFORE, THE DETERMINATION DATE, PLUS AN AMOUNT EQUAL
TO INTEREST COMPOUNDED ANNUALLY FROM THE EARLIEST DATE ON WHICH
THE HIGHEST PER SHARE ACQUISITION PRICE WAS PAID THROUGH THE
VALUATION DATE AT THE RATE FOR 1-YEAR UNITED STATES TREASURY
OBLIGATIONS FROM TIME TO TIME IN EFFECT, LESS THE AGGREGATE
AMOUNT OF ANY CASH DIVIDENDS PAID AND THE MARKET VALUE OF ANY
DIVIDENDS PAID IN OTHER THAN CASH, PER SHARE OF COMMON STOCK FROM
THE EARLIEST DATE THROUGH THE VALUATION DATE, UP TO THE AMOUNT OF
THE INTEREST; or

[(ii)] (III) The market value per share of
common stock of the same class or series on the announcement
date, [or on the determination date, whichever is higher] PLUS AN
AMOUNT EQUAL TO INTEREST COMPOUNDED ANNUALLY FROM THAT DATE
THROUGH THE VALUATION DATE AT THE RATE FOR 1-YEAR UNITED STATES
TREASURY OBLIGATIONS FROM TIME TO TIME IN EFFECT, LESS THE
AGGREGATE AMOUNT OF ANY CASH DIVIDENDS PAID AND THE MARKET VALUE
OF ANY DIVIDENDS PAID IN OTHER THAN CASH, PER SHARE OF COMMON
STOCK FROM THAT DATE THROUGH THE VALUATION DATE, UP TO THE AMOUNT
OF THE INTEREST; or

(IV) THE MARKET VALUE PER SHARE OF COMMON STOCK
OF THE SAME CLASS OR SERIES ON THE DETERMINATION DATE, PLUS AN
AMOUNT EQUAL TO INTEREST COMPOUNDED ANNUALLY FROM THAT DATE
THROUGH THE VALUATION DATE AT THE RATE FOR 1-YEAR UNITED STATES
TREASURY OBLIGATIONS FROM TIME TO TIME IN EFFECT, LESS THE
AGGREGATE AMOUNT OF ANY CASH DIVIDENDS PAID AND THE MARKET VALUE
OF ANY DIVIDENDS PAID IN OTHER THAN CASH, PER SHARE OF COMMON
STOCK FROM THAT DATE THROUGH THE VALUATION DATE, UP TO THE AMOUNT
OF THE INTEREST; OR

[(iii)] (V) The price per share equal to the
market value per share of common stock of the same class or
series ON THE ANNOUNCEMENT DATE OR ON THE DETERMINATION DATE,
WHICHEVER IS HIGHER, [determined pursuant to subparagraph (ii) of
this paragraph,] multiplied by the fraction of:

- 1642 -