Ch. 564                                   1995 LAWS OF MARYLAND

8-203.

(a)     A real estate investment trust may provide by its declaration of trust:

(1)     That any specified class of shares is preferred over another class as to its
distributive share of the assets on voluntary or involuntary liquidation of the real estate
investment trust and the amount of the preference;

(2)     That any specified class of shares may be redeemed at the option of the
real estate investment trust or of the holders of the shares and the terms and conditions
of redemption, including the time and price of redemption;

(3)     That any specified class of shares is convertible into shares of one or
more other classes and the terms and conditions of conversion;

(4)     That the holders of any specified securities issued or to be issued by the
real estate investment trust have any voting or other rights which, by law, are or may be
conferred on shareholders;

(5)     For any other preferences, rights, restrictions, including restrictions on
transferability, and qualifications not inconsistent with law; [and]

(6)     That the board of trustees may classify or reclassify any unissued shares
from time to time by setting or changing the preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends OR DISTRIBUTIONS, qualifications,
or terms or conditions of redemption of the shares; AND

(7)     THAT THE BOARD OF TRUSTEES MAY AMEND THE DECLARATION
OF TRUST TO INCREASE OR DECREASE THE AGGREGATE NUMBER OF SHARES OR
THE NUMBER OF SHARES OF ANY CLASS THAT THE TRUST HAS AUTHORITY TO
ISSUE.

(b)     If, under a power contained in the declaration of trust, the board of trustees
classifies or reclassifies any unissued shares by setting or changing the preferences,
conversion or other rights, voting powers, restrictions, limitations as to dividends OR
DISTRIBUTIONS, [qualifications] QUALIFICATIONS, or terms or conditions of
redemption, the board, before issuing any of the shares, shall file articles supplementary
for record with the Department which shall include:

(1)     A description of the shares, including the preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends OR DISTRIBUTIONS,
qualifications, and terms and conditions of redemption, as set or changed by the board of
trustees; and

(2)     A statement that the shares have been classified or reclassified by the
board of trustees under the authority contained in the declaration of trust.

(C) (1) IN THIS SUBSECTION, "FACTS" INCLUDES THE OCCURRENCE OF ANY
EVENT, INCLUDING A DETERMINATION OR ACTION BY ANY PERSON OR BODY,
INCLUDING THE REAL ESTATE INVESTMENT TRUST.

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