Fill and Sign the Stock as Determined by the Board of Directors in Accordance with the Provisions of Form

§4.209 PROXY STATEMENTS: STRATEGY & FORMS 4-512© 1992 Jefren Publishing Company, Inc. stock as determined by the Board of Directors in accordance with the provisions of applicable law. Payment of the purchase price shall be made in cash by the Corporat ion to such stockholder for any shares of capital stock so called for purchase. From and after the date fixed for purchase by the Board of Directors, the holder of any shares of capital stock so called for purchase shall cease to be entitled to distributions, voting rights and ot her benefits with respect to such shares, excepting only the right to payment of the purchase price fixed as aforesaid. "(d) Nothing contained in this Section 2 of this Article or in any other provision hereof shall limit the authority of the Board of Directors to take any and all other action as it, in its sole discretion, deems necessary or advisable to protect the Corporation or the interest of its stockholders by avoiding the imposition of a penalty tax on the Corporation. "(e) For purposes of this Section 2 of this Article only, the term "person" shall include, but not be limited to, individuals, corporations, limited partnerships, general partnerships, joint stock companies or associations, joint ventures, associations, consortia, companies, trusts, banks, mast companies, land trusts, common law masts, business trusts, or other entities and governments and agencies and political subdivisions thereof. "(f) If any provision of this Section 2 of this Article or any application of any such provision is determined to be invalid by any federal or state court having jurisdiction over the issue, the validity of the remaining provisions shall not be affected and other applications of such provision shall be affected only to the extent necessary to compl y with the determination of that court." Lomas Mortgage Corporation 3/24/89 § 4.209 To authorize a corporation to sell shares of its Common Stock which represent fractional interests of stock dividends and to pay stockholders in cash for their proportionate interests in the proceeds of such sale SALE OF FRACTIONAL SHARES At the regular meeting of the Board of Directors held January 21, 1982, it was resolved that a stock dividend at the rate of 5% on the outstanding Common Stock of the Company be distributed to stockholders of record on April 15, 1982, payable May 17. 1982. It was further resolved that no scrip will be issued for fractional interests in shares and that, in lieu thereof. shares representing such fractional interests will be sold by requesting sealed bids from the principal stock brokerage houses of Baltimore, and checks will be mailed to stockholders for their proportionate interests in the proceeds of such sale. Based upon the advice of Miles & Stockbridge, counsel for the Company, if the holders of a majority of the Common Stock of the Company present or represented and entitled to vote at the meeting approve the sale of these shares by brokerage houses on behalf of stockholders, the cash received by stockholders with respect to the fractional shares being sold will be treated as gain or loss from the sale of a capital a sset. If the holders of a majority of the Common Stock of the Company do not approve such a sale, the cash received by each stockholder from such sale may be taxed as ordinary income. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE SALE OF FRACTIONAL INTERESTS IN DIVIDEND SHARES.