§ 717. Duty of directors.

(a) A director shall perform his duties as a director, including his
duties as a member of any committee of the board upon which he may
serve, in good faith and with that degree of care which an ordinarily
prudent person in a like position would use under similar circumstances.
In performing his duties, a director shall be entitled to rely on
information, opinions, reports or statements including financial
statements and other financial data, in each case prepared or presented
by:

(1) one or more officers or employees of the corporation or of any
other corporation of which at least fifty percentum of the outstanding
shares of stock entitling the holders thereof to vote for the election
of directors is owned directly or indirectly by the corporation, whom
the director believes to be reliable and competent in the matters
presented,

(2) counsel, public accountants or other persons as to matters which
the director believes to be within such person's professional or expert
competence, or

(3) a committee of the board upon which he does not serve, duly
designated in accordance with a provision of the certificate of
incorporation or the by-laws, as to matters within its designated
authority, which committee the director believes to merit confidence,
so long as in so relying he shall be acting in good faith and with such
degree of care, but he shall not be considered to be acting in good
faith if he has knowledge concerning the matter in question that would
cause such reliance to be unwarranted. A person who so performs his
duties shall have no liability by reason of being or having been a
director of the corporation.

(b) In taking action, including, without limitation, action which may
involve or relate to a change or potential change in the control of the
corporation, a director shall be entitled to consider, without
limitation, (1) both the long-term and the short-term interests of the
corporation and its shareholders and (2) the effects that the
corporation's actions may have in the short-term or in the long-term
upon any of the following:

(i) the prospects for potential growth, development, productivity and
profitability of the corporation;

(ii) the corporation's current employees;

(iii) the corporation's retired employees and other beneficiaries
receiving or entitled to receive retirement, welfare or similar benefits
from or pursuant to any plan sponsored, or agreement entered into, by
the corporation;

(iv) the corporation's customers and creditors; and

(v) the ability of the corporation to provide, as a going concern,
goods, services, employment opportunities and employment benefits and
otherwise to contribute to the communities in which it does business.

Nothing in this paragraph shall create any duties owed by any director
to any person or entity to consider or afford any particular weight to
any of the foregoing or abrogate any duty of the directors, either
statutory or recognized by common law or court decisions.

For purposes of this paragraph, "control" shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of
the management and policies of the corporation, whether through the
ownership of voting stock, by contract, or otherwise.