WILLIAM DONALD SCHAEFER, Governor                      Ch. 52

1.  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 within the [2
year] 5-YEAR period immediately prior to the announcement date,
over

2.  The market value per share of common
stock of the same class or series on the first day in such [2
year] 5-YEAR period on which the interested stockholder acquired
any shares of common stock.

(2) The aggregate amount of the cash and the market
value as of the valuation date of consideration other than cash
to be received per share by holders of shares of any class or
series of outstanding stock other than common stock IN THE
BUSINESS COMBINATION is at least equal to the highest of the
following (whether or not the interested stockholder has
previously acquired any shares of [a] THE particular class or
series of stock):

(i) The highest per share price (including any
brokerage commissions, transfer taxes and soliciting dealers'
fees) paid by the interested stockholder for any shares of such
class OR SERIES of stock acquired by it[:

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 THE CLASS OR SERIES OF 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 SUCH CLASS OR SERIES OF
STOCK ACQUIRED BY IT ON, OR WITHIN THE 5-YEAR PERIOD IMMEDIATELY
PRIOR TO, 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 THE CLASS OR
SERIES OF STOCK FROM THE EARLIEST DATE THROUGH THE VALUATION
DATE, UP TO THE AMOUNT OF THE INTEREST; or

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