MARVIN MANDEL, Governor                             1489

(a)  The liabilities imposed by this section are in
addition to any other [liabilities] LIABILITY imposed by
law on the directors of a corporation.

(b)  [All directors of a corporation who knowingly
or without making reasonable inquiry vote for or assent
to the declaration of any dividend contrary to the
provisions of this article are jointly and severally
liable to the corporation to the extent that the dividend
paid exceeded the amount which could properly have been
paid] A DIRECTOR WHO VOTES FOR OR ASSENTS TO THE
DECLARATION OF ANY DIVIDEND OR ANY OTHER DISTRIBUTION OF
ASSETS OF A CORPORATION TO ITS STOCKHOLDERS CONTRARY TO
THE PROVISIONS OF THIS ARTICLE IS LIABLE TO THE
CORPORATION, JOINTLY AND SEVERALLY WITH ALL OTHER
DIRECTORS SO VOTING OR ASSENTING, FOR THE AMOUNT BY WHICH
THE DIVIDEND PAID OR THE VALUE OF THE ASSETS DISTRIBUTED
EXCEEDS THE AMOUNT WHICH COULD HAVE BEEN PAID OR
DISTRIBUTED WITHOUT A VIOLATION OF THE PROVISIONS OF THIS
ARTICLE.

(c) [All directors of a corporation who
knowingly or without making reasonable inquiry vote for
or assent to any distribution of assets of a corporation
to its stockholders on the liquidation of the corporation
without adequate provision for the debts, obligations,
and liabilities of the corporation are jointly and
severally liable to the corporation for the amount of the
distribution to the extent that the debts, obligations,
and liabilities of the corporation are not otherwise paid
or discharged after the distribution] A DIRECTOR WHO
VOTES FOR OR ASSENTS TO ANY DISTRIBUTION OF ASSETS OF A
CORPORATION TO ITS STOCKHOLDERS DURING THE LIQUIDATION
OF THE CORPORATION WITHOUT THE PAYMENT AND DISCHARGE OF
OR MAKING ADEQUATE PROVISION FOR ALL KNOWN DEBTS,
OBLIGATIONS, AND LIABILITIES OF THE CORPORATION IS LIABLE
TO THE CORPORATION, JOINTLY AND SEVERALLY WITH ALL OTHER
DIRECTORS SO VOTING OR ASSENTING, FOR THE AMOUNT BY WHICH
THE VALUE OF THE ASSETS DISTRIBUTED EXCEEDS THE AMOUNT OF
THOSE DEBTS, OBLIGATIONS, AND LIABILITIES OF THE
CORPORATION WHICH ARE NOT SUBSEQUENTLY PAID OR
DISCHARGED.

(d) [All directors of a corporation who knowingly
or without making reasonable inquiry vote for or assent
to any purchase or redemption by the corporation of its
own shares contrary to the provisions of this article are
jointly and severally liable to the corporation to the
extent that the consideration paid for the shares was in
violation of the provisions of this article] A DIRECTOR
WHO VOTES FOR OR ASSENTS TO THE PURCHASE OR REDEMPTION OF
THE CORPORATION'S OWN STOCK CONTRARY TO THE PROVISIONS OF
THIS ARTICLE IS LIABLE TO THE CORPORATION, JOINTLY AND
SEVERALLY WITH ALL OTHER DIRECTORS SO VOTING OR
ASSENTING, FOR THE AMOUNT BY WHICH THE CONSIDERATION PAID
FOR THE SHARES EXCEEDS THE AMOUNT WHICH COULD HAVE BEEN
PAID WITHOUT A VIOLATION OF THE PROVISIONS OF THIS
ARTICLE.