WILLIAM DONALD SCHAEFER, Governor                            Ch. 595

(j) "Interested stockholder" means any person (other than the corporation or any
subsidiary) that:

(1) (i) Is the beneficial owner, directly or indirectly, of 10 percent or more
of the voting power of the outstanding voting stock of the corporation AFTER THE DATE
ON WHICH THE CORPORATION HAD 100 OR MORE BENEFICIAL OWNERS OF ITS
STOCK; or

(ii) Is an affiliate or associate of the corporation and WAS THE
BENEFICIAL OWNER, DIRECTLY OR INDIRECTLY, OF 10 PERCENT OR MORE OF THE
VOTING POWER OF THE THEN OUTSTANDING STOCK OF THE CORPORATION:

1.         [at] AT any time within the 2-year period immediately prior
to the date in question [was the beneficial owner, directly or indirectly, of 10 percent or
more of the voting power of the then outstanding voting stock of the corporation]; AND

2.        AFTER THE DATE OF ON WHICH THE CORPORATION HAD
100 OR MORE BENEFICIAL OWNERS OF ITS STOCK.

(N) "ORIGINAL ARTICLES OF INCORPORATION" MEANS:

(1)      ARTICLES OF INCORPORATION AS ORIGINALLY FILED OR AS
AMENDED IN ACCORDANCE WITH § 2-603 OF THIS ARTICLE; AND

(2)      ARTICLES OF INCORPORATION AS AMENDED OR RESTATED BY A
CORPORATION MEETING THE REQUIREMENTS OF § 3-603(E)(I), (II), OR (IV) OF THIS
SUBTITLE, WITHOUT REGARD TO THE VOTING REQUIREMENTS OF § 3-603(E)(1)(III)
OF THIS SUBTITLE.

3-603.

(e) (1) Unless the charter of the corporation provides otherwise, the provisions
of § 3-602 of this subtitle do not apply to any business combination of:

(iii) A corporation whose original articles of incorporation have a
provision, or whose stockholders adopt a charter amendment after June 30, 1983 by a vote
of at least 80 percent of the votes entitled to be cast by outstanding shares of voting stock
of the corporation, voting together as a single voting group, and two-thirds of the votes
entitled to be cast by persons (if any) who are not interested stockholders of the
corporation or affiliates or associates of interested stockholders, voting together as a
single voting group, expressly electing not to be governed by the provisions of § 3-602 of
this subtitle in whole or in part, or in either case as to business combinations, specifically,
generally, or generally by types, or as to identified or unidentified existing or future
interested stockholders or their affiliates, provided that [the], OTHER THAN IN THE
CASE OF THE ORIGINAL ARTICLES OF INCORPORATION, AN amendment may not be
effective until 18 months after the vote of stockholders and may not apply to any business
combination of the corporation with an interested stockholder (or any affiliate of the
interested stockholder) who became an interested stockholder on or before the date of
the vote;

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

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