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Revised August, 2002 <br /> 9 . 13A The relevant and material facts as to such member of the <br /> Board 's or Officer' s interest in such contract or transaction <br /> and as to any common directorship , trusteeship , officership <br /> or financial or influential interest were disclosed in good faith , <br /> in advance , by such member of the Board or Officer to the <br /> Board , and such facts are reflected in the minutes of the <br /> Board Meeting ; and <br /> 9 . 13-2 The relevant and material facts known to such interested <br /> members of the Board or Officer with respect to such <br /> contract or transaction which might reasonably be <br /> constructed to be adverse to the Corporation's interest were <br /> disclosed in good faith in advance by such member of the <br /> Board or Officer to the Board , and in such facts are reflected <br /> in the minutes of the Board meeting ; and <br /> 9 . 13-3 Such interested member of the Board or Officers has, as <br /> determined by the judgement of the Board : (i) made the <br /> disclosures and fully responded to questions conceming the <br /> matter referred to in A and B above ; (ii) fully met the burden <br /> of proof that the contract or transaction is fair and <br /> reasonable to the Corporation at the time such contract or <br /> transaction is authorized ; and (iii ) not otherwise significantly <br /> influenced the action of the Board with respect to the <br /> contract or transaction ; and all such determinations by the <br /> Board are reflected in the minutes of the Board Meeting ; and <br /> 9 . 134 The Board authorized such contract or transaction by a vote <br /> of at least two thirds (2/3) of the members of the Board <br /> present at a meeting at which a quorum was present, and <br /> such interested member of the Board or Officer, who may be <br /> counted in determining the presence of a quorum, was not <br /> counted in determining the two-thirds (2/3). <br /> 9 . 13-5 Such interested member of the Board or Officer was not <br /> present during the Boards deliberation nor at such time as <br /> the vote was taken . <br /> 9 . 13=6 The Board may adopt conflict of interest policies for the <br /> Corporation including without limitation , requirements and <br /> procedures with respect to: ( 1 ) regular annual statements <br /> and periodic supplements thereto by members of the Board , <br /> Officers, professional advisors , key employees and other <br /> officials of the Corporation , disclosing any existing and <br /> potential dualities of interest; (2) limitations on permitted <br /> - 14 - <br />