(205 ILCS 5/39) (from Ch. 17, par. 349)

Sec. 39.

Directors' and officers' liability.

(a) Every director or officer of a State bank, who  shall
violate,
or participate in, or assent to a violation of Section 32, 33,
34, 35.1, or
35.2 of this Act, or who shall permit any of the officers, agents, or
servants of the state bank to violate the provisions of Section 32, 33,
34, 35.1, or 35.2 of this Act shall be held liable in his or her
personal or
individual capacity for all damages which the State bank, its stockholders,
or any other person shall have sustained in consequence of the violation.
No director or officer of a State bank shall be held liable in his or her
personal or individual capacity under this
Section, however, for a loan, investment, lease, or other transaction
that complied in good faith with the
applicable provisions of Section 32, 33, 34, 35.1, or 35.2, when made or
acquired by the State bank, but later
violated the provisions of Section 32, 33, 34, 35.1, or 35.2 solely because of
a
subsequent reduction in the amount of the unimpaired capital or unimpaired
surplus of the State
bank.  Nothing contained
in this Section shall be construed to limit in any way the Commissioner's
powers
and authority including, but not limited to, the powers and authority vested in
the Commissioner by Section 48 of this Act.

(b) By the affirmative vote of the holders of at least two-thirds of the
outstanding shares of stock of a State bank, such vote occurring at any annual
or special meeting of shareholders held pursuant to this Act or occurring
pursuant to the waiver provisions of Section 43 of this Act, a State bank may establish
that a
director is not personally liable to the bank or its shareholders for monetary
damages for a breach of the director's fiduciary duty; provided, however, that
such provision may not eliminate or limit the liability of a director for any
of the following:

(1) An act or omission that is grossly negligent.

(2) A breach of the director's duty of loyalty to the bank or its
shareholders.

(3) Acts or omissions not in good faith or that involve intentional misconduct or a