This excerpt taken from the UNH DEF 14A filed Apr 30, 2007.
(a) A director of this corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability:
(i) for any breach of the directors duty of loyalty to the corporation or its shareholders;
(ii) for acts or omissions not in good faith or
(iii) under Sections 302A.559 or 80A.23 of the Minnesota Statutes;
(iv) for any transaction from which the director derived an improper personal benefit; or
(v) for any act or omission occurring prior to the date when this Article
(b) If the Minnesota Business Corporation Act is hereafter amended to authorize the further elimination or limitation of the liability of a director, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Minnesota Business Corporation Act, as so amended.
(c) Any repeal or modification of the foregoing provisions of this Article