WILLIAM DONALD SCHAEFER, Governor                      Ch. 52

(4) (i) After the [interested stockholder has become
an interested stockholder] DETERMINATION DATE and prior to the
consummation of such business combination:

1.  There shall have been no failure to
declare and pay at the regular date therefor any full periodic
dividends (whether or not cumulative) on any outstanding
preferred stock of the corporation;

2.  There shall have been:

A.  No reduction in the annual rate of
dividends paid on any class or series of stock of the corporation
that is not preferred stock (except as necessary to reflect any
subdivision of the stock); and

B.  An increase in such annual rate of
dividends as necessary to reflect any reclassification (including
any reverse stock split), recapitalization, reorganization or any
similar transaction which has the effect of reducing the number
of outstanding shares of the stock; and

3.  The interested stockholder did not
become the beneficial owner of any additional shares of stock of
the corporation except as part of the transaction which resulted
in such interested stockholder becoming an interested stockholder
or by virtue of proportionate stock splits or stock dividends.

(ii) The provisions of sub-subparagraphs 1. and
2. of subparagraph (i) do not apply if no interested stockholder
or an affiliate or associate of the interested stockholder voted
as a director of the corporation in a manner inconsistent with
such sub-subparagraphs and the interested stockholder, within 10
days after any act or failure to act inconsistent with such
sub-subparagraphs, notifies the board of directors of the
corporation in writing that the interested stockholder
disapproves thereof and requests in good faith that the board of
directors rectify such act or failure to act.

[(5) After the interested stockholder has become an
interested stockholder, the interested stockholder may not have
received the benefit, directly or indirectly (except
proportionately as a stockholder), of any loans, advances,
guarantees, pledges or other financial assistance or any tax
credits or other tax advantages provided by the corporation or
any of its subsidiaries, whether in anticipation of or in
connection with such business combination or otherwise.]

(c) (1) Whether or not such business combinations are
authorized or consummated in whole or in part after July 1, 1983
or after the [interested stockholder became an interested
stockholder] DETERMINATION DATE, the [requirements] PROVISIONS of
§ 3-602 of this subtitle do not apply to business combinations

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