(1993 Replacement Volume and 1998 Supplement)

BY repealing and reenacting, with amendments,
Article - Corporations and Associations

Section 2-104(b), 2-402, 2-404(b)(2), 2-406, 2-502, 2-504, 8-202(b), and 8-205
Annotated Code of Maryland

(1993 Replacement Volume and 1998 Supplement)

SECTION 1. BE IT ENACTED BY THE GENERAL ASSEMBLY OF
MARYLAND, That the Laws of Maryland read as follows:

Article - Corporations and Associations

1- 101.

(T-1) "STOCKHOLDER RIGHTS PLAN" MEANS AN AGREEMENT OR OTHER
INSTRUMENT UNDER WHICH A CORPORATION ISSUES RIGHTS TO ITS
STOCKHOLDERS THAT:

(1) MAY BE EXERCISED TO PURCHASE STOCK OR OTHER SECURITIES IF
A PERSON ATTEMPTS TO:

(I) ACQUIRE A SPECIFIED PERCENTAGE OF THE OUTSTANDING
STOCK OR OTHER SECURITIES OF THE CORPORATION; OR

(II) OTHERWISE ACQUIRE CONTROL, AS DEFINED IN § 3-801 OF
THIS ARTICLE, OF THE CORPORATION UNDER SPECIFIED CIRCUMSTANCES TO
PURCHASE STOCK OR OTHER SECURITIES OF A CORPORATION OR ANY OTHER
PERSON; AND

(2) MAY BECOME VOID IF OWNED BY AN ACQUIRING PERSON, AS
DEFINED IN § 3-801 OF THIS ARTICLE A DESIGNATED PERSON OR CLASSES OF
PERSONS UNDER SPECIFIED CIRCUMSTANCES.

2- 104.

(b) The articles of incorporation may include:

(1) Any provision not inconsistent with law which defines, limits, or
regulates the powers of the corporation, its directors and stockholders, any class of its
stockholders, or the holders of any bonds, notes, or other securities which it may
issue;

(2) Any restriction not inconsistent with law on the transferability of
stock of any class;

(3) Any provision authorized by this article to be included in the bylaws;

(4) Any provision which requires for any purpose the concurrence of a
greater proportion of the votes of all classes or of any class of stock than the
proportion required by this article for that purpose;