PARRIS N. GLENDENING, Governor                             Ch. 717

(4)    The corporation amends its charter in a way which alters the contract
rights, as expressly set forth in the charter, of any outstanding stock and substantially
adversely affects the stockholder's rights, unless the right to do so is reserved by the
charter of the corporation; or

(5)     The transaction is governed by § 3-602 of this title or exempted by §
3-603(b) of this title.

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 DESIGNED TO PERMIT THE REAL ESTATE INVESTMENT TRUST TO
QUALIFY UNDER THE INTERNAL REVENUE CODE OR REGULATIONS ADOPTED
UNDER THE CODE OR FOR ANY OTHER PURPOSE, and qualifications not inconsistent
with law;

(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.

(G) ARTICLES OF SUPPLEMENTARY SHALL BE EXECUTED IN THE MANNER
REQUIRED BY TITLE 1 OF THIS ARTICLE.

8-501.1.

(c) A merger shall be approved in the manner provided by this section, except
that:

(1) A foreign business trust, a Maryland business trust,. other than a
Maryland real estate investment trust, a corporation, or a domestic or, foreign limited
partnership party to the merger shall have the merger advised, authorized, and approved

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