Ch. 516                                    2004 LAWS OF MARYLAND

(2)     If authorized by its board of directors and unless the charter provides
otherwise, shares may be issued by a corporation, without consideration to the
holders of 1 or more classes or series of stock, as a stock split or a stock dividend.

(3)     If a stock dividend is payable in a corporation's own stock with par
value, the shares shall be issued at par value and, at the time the stock dividend is
paid, the corporation shall transfer from surplus to stated capital an amount at least
equal to the aggregate par value of the shares to be issued.

(4)     If a stock dividend is payable in a corporation's own stock without par
value, the board of directors shall adopt at the time the stock dividend is declared a
resolution which sets the aggregate amount to be attributed to stated capital with
respect to the shares that constitute the stock dividend and, at the time the stock
dividend is paid, the corporation shall transfer at least that amount from surplus to
stated capital.

(5)     A dividend payable in shares of one class of a corporation's stock may
not be declared or paid to the holders of shares of another class of stock unless the
payment has been:

(i) Approved by the board of directors in accordance with specific
authority in the charter; or

(ii) Approved at a meeting of stockholders by the affirmative vote of
a majority of all the votes entitled to be cast on the matter of each class entitled to
vote on it.

[(c)] (D) If the board of directors of a corporation has given general
authorization for a distribution and provides for or establishes a method or procedure
for determining the maximum amount of the distribution, the board may delegate to
a committee of the board or an officer of the corporation the power, in accordance with
the general authorization, to fix the amount and other terms of the distribution.

(E) (1) THIS SUBSECTION APPLIES TO A CORPORATION:

(I)      WITH A CLASS OF EQUITY SECURITIES REGISTERED UNDER
THE SECURITIES EXCHANGE ACT OF 1934; OR

(II)     REGISTERED AS AN OPEN-END INVESTMENT COMPANY UNDER
THE INVESTMENT COMPANY ACT OF 1940.

(2)      UNLESS THE CHARTER OF A CORPORATION PROVIDES OTHERWISE,
THE BOARD OF DIRECTORS OF THE CORPORATION MAY AMEND THE CHARTER WITH
THE APPROVAL OF A MAJORITY OF THE BOARD OF DIRECTORS AND WITHOUT
STOCKHOLDER ACTION, TO EFFECT A REVERSE STOCK SPLIT THAT RESULTS IN A
COMBINATION OF SHARES OF STOCK AT A RATIO OF NOT MORE THAN 10 SHARES OF
STOCK INTO 1 SHARE OF STOCK IN ANY 12-MONTH PERIOD.

(3)      WITHIN 20 DAYS AFTER THE EFFECTIVE DATE OF THE REVERSE
STOCK SPLIT, THE CORPORATION SHALL GIVE WRITTEN NOTICE OF THE REVERSE
STOCK SPLIT TO EACH HOLDER OF RECORD OF THE COMBINED SHARES OF STOCK AS
OF THE EFFECTIVE DATE.

- 2436 -