Ch. 52

LAWS OF MARYLAND

[(ii)] (III) The highest preferential amount
per share to which the holders of shares of such class OR SERIES
of stock are entitled in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the
corporation; or

[(iii)] (IV) The market value per share of such
class OR SERIES of stock 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 THE CLASS OR SERIES OF STOCK FROM
THAT DATE THROUGH THE VALUATION DATE, UP TO THE AMOUNT OF THE
INTEREST; or

(V) THE MARKET VALUE PER SHARE OF SUCH CLASS OR
SERIES OF STOCK 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 THE CLASS OR
SERIES OF STOCK FROM THAT DATE THROUGH THE VALUATION DATE, UP TO
THE AMOUNT OF THE INTEREST; OR

[(iv)] (VI) The price per share equal to the
market value per share of such class OR SERIES of stock ON THE
ANNOUNCEMENT DATE OR ON THE DETERMINATION DATE, WHICHEVER IS
HIGHER [determined pursuant to subparagraph (iii) of this
paragraph], multiplied by the fraction of:

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 any
class of voting stock acquired by it within the [2 year] 5-YEAR
period immediately prior to the announcement date, over

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

(3) The consideration to be received by holders of
any class or series of outstanding stock is to be in cash or in
the same form as the interested stockholder has previously paid
for shares of the same class or series of stock. If the
interested stockholder has paid for shares of any class OR SERIES
of stock with varying forms of consideration, the form of
consideration for such class OR SERIES of stock shall be either
cash or the form used to acquire the largest number of shares of
such class or series of stock previously acquired by it.

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