RESOLUTION GRANTING CONTROL SHARE VOTING RIGHTS

A. All votes cast at the meeting for or against the resolution contained in the acquiring person statement must be identified as noninterested shares. To be approved, the resolution shall receive the affirmative votes of a majority of all voting power, excluding all interested shares. If the resolution is not approved, the acquiring person, not sooner than six (6) months after disapproval of the resolution, may present a new resolution for a vote of shareholders in accordance with this section at any subsequent shareholders meeting.

B. A proxy relating to a meeting of shareholders to be held pursuant to Section 1151 of this title shall be solicited separately from the offer to purchase or solicitation of an offer to sell shares of the issuing public corporation.

C. 1. For purposes of this subsection, "competing control share acquisition" means a control share acquisition or proposed control share acquisition that is the subject of an acquiring person statement delivered to the issuing public corporation pursuant to Section 1150 of this title not less than twenty-five (25) days prior to the scheduled annual or special meeting date which has been or is required to be established pursuant to Section 1151 of this title with respect to a pending control share acquisition.

2. In the event that a competing control share acquisition is made or proposed, the issuing public corporation shall, at the option of the acquiring person making the competing control share acquisition, call for a vote of shareholders to consider the resolution relating to the voting rights of the competing control share acquisition at the same meeting that has been or is to be called to consider the voting rights of the pending control share acquisition. In the event the acquiring person making the competing control share acquisition does not elect in writing to have the resolution relating to the voting rights of the competing control share acquisition considered at the same meeting, any vote shall be held as provided in Section 1153 of this title, except that in such case no vote shall be called on the competing control share acquisition prior to the earlier of the vote on the resolution relating to voting rights of the pending control share acquisition or fifty-one (51) days after receipt by the issuing public corporation of the request for a meeting by the acquiring person making the pending control share acquisition.

3. If more than one resolution relating to a control share acquisition is to be considered at any meeting or at meetings scheduled for or occurring on the same day, all such resolutions relating to the voting rights of acquiring persons shall be considered by shareholders in the order in which the initial acquiring person statements relating to such control share acquisitions were delivered to the issuing public corporation. However, no resolution approved by shareholders shall become effective until midnight of the date on which the respective shareholder approval occurs.

4. If resolutions relating to two (2) or more control share acquisitions are subject to shareholder vote pursuant to Section 1153 of this title, shares held by an acquiring person are considered interested shares only for purposes of a vote on a resolution relating to a control share acquisition by that same acquiring person.

Added by Laws 1987, c. 146, § 23, emerg. eff. June 24, 1987. Amended by Laws 1990, c. 328, § 11, eff. Sept. 1, 1990; Laws 1991, c. 53, § 10, eff. Sept. 1, 1991.