SpeciallyDefined Cause

SpeciallyDefined Cause. Shall mean the Director's deliberate dishonesty with respect to any of the Bank, the Holding Company, or any subsidiary or affiliate thereof, or conviction of a crime related to banking activity.

SpeciallyDefined Cause. Shall mean committing fraud, misappropriation of Company assets or embezzlement of any party's funds while serving as a Director of the Company, or willfully engaging in violation of banking laws or 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 Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors of the Company or based upon the advice of counsel for the Company 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 Company. 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 a certified communication of such discharge by a representative of the Company that the Board of Directors of the Company (exclusive of the subject Director), has determined that the Director was guilty of conduct which is deemed to be Specially-Defined Cause as defined in this Section 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 or her together with counsel to be heard before the Board of Directors of the Company. View More