MARVIN MANDEL, Governor                                1513

(B) THE LOAN, GUARANTEE, OR OTHER ASSISTANCE MAY

BE:

(1)   WITH OR WITHOUT INTEREST;

(2)   UNSECURED; OR

(3)       SECURED IN ANY MANNER THAT THE BOARD OF
DIRECTORS APPROVES, INCLUDING A PLEDGE OF THE STOCK OF
THE CORPORATION.

2-419.

(A)   IF SUBSECTION (B) OF THIS SECTION IS COMPLIED
WITH, A CONTRACT OR OTHER TRANSACTION BETWEEN A
CORPORATION AND ANY OF ITS DIRECTORS OR BETWEEN A
CORPORATION AND ANY OTHER CORPORATION, FIRM, OR OTHER
ENTITY IN WHICH ANY OF ITS DIRECTORS IS A DIRECTOR OR HAS
A MATERIAL FINANCIAL INTEREST IS NOT VOID OR VOIDABLE
SOLELY BECAUSE OF ANY ONE OR MORE OF THE FOLLOWING:

(1) THE COMMON DIRECTORSHIP OR INTEREST;

(2) THE PRESENCE OF THE DIRECTOR AT THE
MEETING OF THE BOARD OR A COMMITTEE OF THE BOARD WHICH
AUTHORIZES, APPROVES, OR RATIFIES THE CONTRACT OR
TRANSACTION; OR

(3) THE COUNTING OF THE VOTE OF THE DIRECTOR
FOR THE AUTHORIZATION, APPROVAL, OR RATIFICATION OF THE
CONTRACT OR TRANSACTION.

(B)   SUBSECTION (A) OF THIS SECTION APPLIES IF:

(1) THE FACT OF THE COMMON DIRECTORSHIP OR
INTEREST IS DISCLOSED OF KNOWN TO:

(I)    THE BOARD OF DIRECTORS OR THE COMMITTEE,
AND THE BOARD OR COMMITTEE AUTHORIZES, APPROVES, OR
RATIFIES THE CONTRACT OR TRANSACTION BY THE AFFIRMATIVE
VOTE OF A MAJORITY OF DISINTERESTED DIRECTORS, EVEN IF
THE DISINTERESTED DIRECTORS CONSTITUTE LESS THAN A
QUORUM; OR

(II) THE STOCKHOLDERS ENTITLED TO VOTE, AND
THE CONTRACT OR TRANSACTION IS AUTHORIZED, APPROVED, OR
RATIFIED BY A MAJORITY OF THE VOTES CAST BY THE
STOCKHOLDERS ENTITLED TO VOTE OTHER THAN THE VOTES OF
SHARES OWNED OF RECORD OR BENEFICIALLY BY THE INTERESTED
DIRECTOR OR CORPORATION, FIRM, OR OTHER ENTITY; OR

(2)    THE CONTRACT OR TRANSACTION IS FAIR AND
REASONABLE TO THE CORPORATION.

(C)   COMMON OR INTERESTED DIRECTORS OR THE STOCK
OWNED BY THEM OR BY AN INTERESTED CORPORATION, FIRM, OR
OTHER ENTITY MAY BE COUNTED IN DETERMINING THE PRESENCE
OF A QUORUM AT A MEETING OF THE BOARD OF DIRECTORS OR A