LIABILITY OF TRUST COMPANY DIRECTORS AND PERSONNEL

(a) The provisions of the Business Organizations Code regarding liability, defenses, and indemnification of a director, officer, agent, or employee apply to a director, officer, agent, or employee of a state trust company in this state. Except as limited by those provisions, a disinterested director, manager, managing participant, officer, or employee of a state trust company may not be held personally liable in an action seeking monetary damages arising from the conduct of the state trust company's affairs unless the damages resulted from the gross negligence or wilful or intentional misconduct of the person during the person's term of office or service with the state trust company. (b) A director, manager, managing participant, officer, or employee of a state trust company is disinterested with respect to a decision or transaction if: (1) the person fully discloses any interest in the decision or transaction and does not participate in the decision or transaction; or (2) the decision or transaction does not involve any of the following: (A) personal profit for the person through dealing with the state trust company or usurping an opportunity of the trust company; (B) buying or selling assets of the state trust company in a transaction in which the person has a direct or indirect pecuniary interest; (C) dealing with another state trust company or other person in which the person is a director, manager, managing participant, officer, or employee or otherwise has a significant direct or indirect financial interest; or (D) dealing with a family member of the person. (c) A director, manager, managing participant, or officer who, in performing the person's duties and functions, acts in good faith and reasonably believes that reliance is warranted is entitled to rely on information, including an opinion, report, financial statement or other type of statement or financial data, decision, judgment, or performance, that is prepared, presented, made, or rendered by: (1) one or more directors, managers, managing participants, officers, or employees of the state trust company, or of an entity under joint or common control with the state trust company, whom the director, manager, managing participant, or officer reasonably believes merits confidence; (2) legal counsel, a public accountant, or another person whom the director, manager, managing participant, or officer reasonably believes merits confidence; or (3) a committee of the board of the state trust company of which the director, manager, or managing participant is not a member. (d) In this section, "family member" means a person's: (1) spouse; (2) minor child; or (3) adult child who resides in the person's home.