Specially Defined Cause

Specially Defined Cause. Means committing fraud, misappropriation or embezzlement in the performance of duties as a Director of the Bank, or willfully engaging in violations of material banking regulations. For purposes of this provision, no act, or failure to act, on the part of the Director shall be considered "willful" unless it is done, or omitted to be done, by the Director in bad faith or without reasonable belief that the Director's action or omission was in the best interests of the Bank. Any act, or failure to... act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors of the Bank or based upon the advice of counsel for the Bank shall be conclusively presumed to be done, or omitted to be done, by the Director in good faith and in the best interests of the Bank. Notwithstanding the foregoing, the Director shall not be deemed to have been discharged for Specially Defined Cause unless and until there shall have been delivered to him or her a copy of a certification by the Corporate Secretary of the Bank that the Board of Directors of the Bank (exclusive of the subject Director) pursuant to the Director removal provisions contained in the Bank's by-laws found that the Director was guilty of conduct which is deemed to be Specially Defined Cause as defined herein and specifying the particulars thereof, after reasonable notice to the Director setting forth in reasonable detail the nature of such Specially Defined Cause and an opportunity for him, together with his counsel, to be heard before the Board of Directors of the Bank View More