WILLIAM DONALD SCHAEFER, Governor                            Ch. 594

(3) Unless otherwise agreed in writing, the holder of record of stock which
actually belongs to another shall issue a proxy to vote the stock to the actual owner on
[his] THE OWNER'S demand.

(C)      (1) A STOCKHOLDER MAY AUTHORIZE ANOTHER PERSON TO ACT AS
PROXY FOR THE STOCKHOLDER AS PROVIDED IN THIS SUBSECTION.

(2)      (I) A STOCKHOLDER MAY SIGN A WRITING AUTHORIZING
ANOTHER PERSON TO ACT AS PROXY.

(II) SIGNING MAY BE ACCOMPLISHED BY THE STOCKHOLDER OR
THE STOCKHOLDER'S AUTHORIZED AGENT SIGNING THE WRITING OR CAUSING THE
STOCKHOLDER'S SIGNATURE TO BE AFFIXED TO THE WRITING BY ANY
REASONABLE MEANS, INCLUDING FACSIMILE SIGNATURE.

(3)      A STOCKHOLDER MAY AUTHORIZE ANOTHER PERSON TO ACT AS
PROXY BY TRANSMITTING, OR AUTHORIZING THE TRANSMISSION OF, A TELEGRAM,
CABLEGRAM, DATAGRAM, OR OTHER MEANS OF ELECTRONIC TRANSMISSION TO
THE PERSON AUTHORIZED TO ACT AS PROXY OR TO A PROXY SOLICITATION FIRM,
PROXY SUPPORT SERVICE ORGANIZATION, OR OTHER PERSON AUTHORIZED BY
THE PERSON WHO WILL ACT AS PROXY TO RECEIVE THE TRANSMISSION.

(4)      A COPY, FACSIMILE TELECOMMUNICATION, OR OTHER RELIABLE
REPRODUCTION OF THE WRITING OR TRANSMISSION AUTHORIZED UNDER
PARAGRAPHS (2) AND (3) OF THIS SUBSECTION MAY BE SUBSTITUTED FOR THE
ORIGINAL WRITING OR TRANSMISSION FOR ANY PURPOSE FOR WHICH THE
ORIGINAL WRITING OR TRANSMISSION COULD BE USED.

(D)     (1) A PROXY IS REVOCABLE BY A STOCKHOLDER AT ANY TIME
WITHOUT CONDITION OR QUALIFICATION UNLESS:

(I)       THE PROXY STATES THAT IT IS IRREVOCABLE; AND

(II)     THE PROXY IS COUPLED WITH AN INTEREST.

(2)      A PROXY MAY BE MADE IRREVOCABLE FOR AS LONG AS IT IS
COUPLED WITH AN INTEREST.

(3)      THE INTEREST WITH WHICH A PROXY MAY BE COUPLED INCLUDES
AN INTEREST IN THE STOCK TO BE VOTED UNDER THE PROXY OR ANOTHER
GENERAL INTEREST IN THE CORPORATION OR ITS ASSETS OR LIABILITIES.

SECTION 2. AND BE IT FURTHER ENACTED, That this Act shall take effect
October 1, 1994.

Approved May 26, 1994.

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