Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 21

Week Ending May 27, 2006

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions May 21, 2006 to May 27, 2006

Bank Holding Companies

Banco Santander Central Hispano, S.A., Madrid, Spain -- to acquire up to 24.99 

percent of the shares of Sovereign Bancorp, Inc., Wyomissing, Pennsylvania, and 

its subsidiary, Sovereign Bank; and Independence Community Bank Corp., 

Brooklyn, New York, and its subsidiary, Independence Community Bank.

- Approved, May 25, 2006 

M&P Community Bancshares, Inc. 401(k) Employee Stock Ownership Plan, 

Newport, Arkansas -- to become a bank holding company and to acquire additional 

shares of M&P Community Bancshares, Inc.

- Approved, May 22, 2006 

Forms

Forms -- final Board review to implement the Studies to Develop and Test 

Consumer Regulatory Disclosures (FR 1380).

- Approved, May 25, 2006 

(AC) = Addition or Correction Board - Page 1 of 1
May 21, 2006 to May 27, 2006

BS&R

C&CA

FOMC

RBOPS

IF

OSDM

Banking Supervision and Regulation

Consumer and Community Affairs

Federal Open Market Committee

Reserve Bank Operations and Payment Systems

International Finance

Office of Staff Director for Management

H.2 Actions under delegated authority

Bank Branches, Domestic

Bank of Saint Petersburg, Tampa, Florida -- to establish a branch at 135 West Bay 

Street, Jacksonville.

- Approved, May 24, 2006 

Atlanta

The Callaway Bank, Fulton, Missouri -- to establish a branch at 5600 Bull Run 

Drive, Columbia.

- Approved, May 24, 2006 

St. Louis

Comerica Bank, Detroit, Michigan -- to establish a branch at 329 North Park 

Avenue, Suite 150, Winter Park, Florida.

- Withdrawn, May 22, 2006 

Chicago

Compass Bank, Birmingham, Alabama -- to establish a branch at 3003 North 

Central Avenue, Phoenix, Arizona.

- Approved, May 25, 2006 

Atlanta

Fifth Third Bank, Grand Rapids, Michigan -- to establish a branch at the corner of 

Old McColloch and North Tanner Roads, Orlando, Florida.

- Approved, May 26, 2006 

Cleveland

Fifth Third Bank, Grand Rapids, Michigan -- to establish a branch at 5930 West 

86th Street, Indianapolis, Indiana.

- Approved, May 26, 2006 

Cleveland

Fifth Third Bank, Grand Rapids, Michigan -- to establish a branch at 8600 Lee 

Vista Boulevard, Orlando, Florida.

- Approved, May 26, 2006 

Cleveland

(AC) = Addition or Correction Delegated - Page 1 of 6
H.2 Actions under delegated authority May 21, 2006 to May 27, 2006

Bank Branches, Domestic

First Charter Bank, Charlotte, North Carolina -- to establish a branch at the corner 

of N.C. Highway 73 and Shiloh Church Road, Kannapolis.

- Approved, May 24, 2006 

Richmond

Johnson Bank, Racine, Wisconsin -- to establish a branch at 5600 North Lake Shore 

Drive, Whitefish Bay.

- Approved, May 26, 2006 

Chicago

Plaza Park State Bank, Waite Park, Minnesota -- to establish a branch at Northwest 

Professional Center, 2351 Connecticut Avenue, Sartell.

- Approved, May 22, 2006 

Minneapolis

Bank Holding Companies

Alpha Bancorp, Inc., Chicago, Illinois -- to acquire Community Bank of DuPage, 

Westmont, a de novo bank.

- Approved, May 24, 2006 

Chicago

BancorpSouth, Inc., Tupelo, Mississippi -- waiver of application to acquire First 

Kensington Bank, Spring Hill, Florida.

- Granted, May 25, 2006 

St. Louis

Citizens National Corporation, Paintsville, Kentucky -- to acquire Heritage Bank of 

Ashland, Inc., Ashland.

- Approved, May 22, 2006 

Cleveland

G.N. Bankshares, Inc., Girard, Kansas -- waiver of application to acquire Valley 

State Investments, Inc., Lamar, Colorado, and Valley State Bank in connection with 

the merger of Valley State Bank and The Girard National Bank, Girard, Kansas.

- Granted, May 24, 2006 

Secretary

(AC) = Addition or Correction Delegated - Page 2 of 6
H.2 Actions under delegated authority May 21, 2006 to May 27, 2006

Bank Holding Companies

Nara Bancorp, Inc., Los Angeles, California, and Nara Bank -- request for an 

exemption under the Depository Institutions Management Interlocks Act and 

Regulation L.

- Granted, May 22, 2006 

General Counsel

Pedcor Capital, LLC, Carmel, Indiana -- to become a bank holding company and to 

acquire Pedcor Bancorp and International City Bank, National Association, Long 

Beach, California.

- Returned, May 23, 2006 

Chicago

Quay Bank Corp., Albuquerque, New Mexico -- to become a bank holding 

company and to acquire High Desert State Bank.

- Withdrawn, May 24, 2006 

Kansas City

Tonganoxie Bankshares, Inc., Tonganoxie, Kansas -- to engage in lending activities.

- Approved, May 26, 2006 

Kansas City

Bank Premises

Old Second Bank-Yorkville, Yorkville, Illinois -- to invest in bank premises.

- Withdrawn, May 25, 2006 

Chicago

Banks, State Member

First Farmers and Merchants Bank, Columbia, Tennessee -- transfer agent 

registration.

- Approved, May 26, 2006 

Director, BS&R

(AC) = Addition or Correction Delegated - Page 3 of 6
H.2 Actions under delegated authority May 21, 2006 to May 27, 2006

Change In Bank Control

First National Bancshares of Central Alabama, Inc., Aliceville, Alabama -- change 

in bank control.

- Permitted, May 23, 2006 

Atlanta

Southeastern Bank Financial Corporation, Augusta, Georgia -- to retain control of 

Southeastern Bank Financial Corporation.

- Permitted, May 24, 2006 

Atlanta

Competitive Factors Reports

ACB Bank, Cherokee, Oklahoma -- report on competitive factors of the proposed 

purchase of certain assets and assumption of certain liabilities of the Waukomis 

branch of First State Bank, Waukomis.

- Submitted, May 22, 2006 

Kansas City

American United Bank, Lawrenceville, Georgia -- report on competitive factors of 

the proposed merger with AUB Interim Corporation.

- Submitted, May 22, 2006 

Atlanta

The Bank of Beaver City, Beaver, Oklahoma -- report on competitive factors of the 

proposed merger with The State Bank, Winfield, Kansas.

- Submitted, May 24, 2006 

Kansas City

Citizens National Corporation, Paintsville, Kentucky -- report on competitive 

factors of the proposed acquisition of Heritage Bank of Ashland, Inc., Ashland.

- Submitted, May 23, 2006 

Cleveland

First National Bank, Goodland, Kansas -- report on competitive factors of the 

proposed merger with The First National Bank of Mount Vernon, Mount Vernon, 

Missouri.

- Submitted, May 22, 2006 

Kansas City

(AC) = Addition or Correction Delegated - Page 4 of 6
H.2 Actions under delegated authority May 21, 2006 to May 27, 2006

Competitive Factors Reports

Gorham Bancorp, MHC, Gorham, Maine -- report on competitive factors of the 

proposed merger of Gorham Savings Bank and Gorham Interim Two Savings Bank 

in connection with the reorganization as a mutual holding company.

- Submitted, May 22, 2006 

Boston

Heritage Bank, Hopkinsville, Kentucky -- report on competitive factors of the 

proposed purchase of certain assets and assumption of certain liabilities of four 

Tennessee branches of AmSouth Bank, Birmingham, Alabama.

- Submitted, May 25, 2006 

St. Louis

Lake Area National Bank, Trinity, Texas -- report on competitive factors of the 

proposed merger with LANB Interim National Bank, Sugar Land.

- Submitted, May 23, 2006 

Dallas

Northwest Federal Savings Bank, Spencer, Iowa -- report on competitive factors of 

the proposed merger with Gateway Savings Bank, Ankeny.

- Submitted, May 22, 2006 

Chicago

Security Bank of Kansas City, Kansas City, Kansas -- report on competitive factors 

of the proposed purchase of certain assets and assumption of certain liabilities of the 

branch of Bank Midwest, National Association, Kansas City, Missouri, located on 

Minnesota Avenue, Kansas City, Kansas.

- Submitted, May 22, 2006 

Kansas City

West Coast Bank, Lake Oswego, Oregon -- reports on competitive factors of the 

proposed merger with Mid-Valley Bank, Woodburn, and of the proposed 

acquisition by Bank of the Pacific, Aberdeen, Washington, of certain deposits of 

WCB Interim Bank, Lake Oswego, Oregon.

- Submitted, May 24, 2006 

Secretary

(AC) = Addition or Correction Delegated - Page 5 of 6
H.2 Actions under delegated authority May 21, 2006 to May 27, 2006

Extensions Of Time

Iowa State Bank, Wapello, Iowa -- extension to August 23, 2006, to establish a 

branch at 1403 South Roosevelt Avenue, Burlington.

- Granted, May 22, 2006 

Chicago

Peoples Bancshares of TN, Inc., Madisonville, Tennessee -- extension to September 

3, 2006, to become a bank holding company and to acquire Peoples Bank of East 

Tennessee.

- Granted, May 25, 2006 

Atlanta

Sky Bank, Salineville, Ohio -- extension to June 22, 2006, to establish a branch at 

Bexley Financial Center, 2631 East Main Street, Bexley.

- Granted, May 24, 2006 

Cleveland

Sky Financial Group, Inc, Bowling Green, Ohio -- extension to August 24, 2006, to 

acquire up to 9.99 percent of the shares of LNB Bancorp, Lorain.

- Granted, May 23, 2006 

Cleveland

(AC) = Addition or Correction Delegated - Page 6 of 6
District: 1

Federal Reserve Bank of Boston

Filings received during the week ending May 27, 2006

Filing Type Filer Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 Not available

06/05/2006

Coastal Affiliates, MHC, Yarmouth Port,

Massachusetts to become a bank holding

company pursuant to section 3(a)(1) of the BHC

Act in connection with the reorganization of

Cape Cod Cooperative Bank, Yarmouth Port,

Massachusetts, into the mutual bank holding

company structure.

Coastal Affiliates, MHC

Newspaper:

Federal Register:

* 3A1 Not available

06/15/2006

Application by Gorham Bancorp, MHC and

Gorham Bancorp Inc., both of Gorham, Maine,

to become a mutual bank holding company and

a stock bank holding company, respectively

(collectively, the Applicants), by acquiring

Gorham Savings Bank, Gorham, Maine,

pursuant to sections 3(a)(1)and 3(a)(3)of the

Bank Holding Company Act of 1956, as

amended.

Gorham Bancorp, MHC

* Subject to the provisions of the Community Reinvestment Act
District: 1

Federal Reserve Bank of Boston

Availability of CRA Public Evaluations 

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs of the

communities in which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977

(12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire community be evaluated

periodically. That record is taken into account in considering an institution's application for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

Federal bank regulators use the following performance levels to rate an institution's performance under CRA:

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

The following state member banks have been examined and their CRA public evaluations are now available.

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Third Quarter of 2006 (July 1, 2006 - September 30, 2006)

Institution Location

* Subject to the provisions of the Community Reinvestment Act
District: 2

Federal Reserve Bank of New York

Filings received during the week ending May 27, 2006

Filing Type Filer Filing Proposal End of Comment Period

Newspaper:

Federal Register:

4c8 Not applicable

06/09/2006

Allied Irish Banks, p.l.c., Dublin, Ireland,

provides notice to engage de novo through its

subsidiary Goodbody Securities, Inc., New

York, New York, in securities brokerage and

private placement services, pursuant to Section

4(c)(8) of the BHC Act and Section

225.24(a)(1) of Regulation Y.

ALLIED IRISH BANKS, P.L.C.

Newspaper:

Federal Register:

3A1 Not applicable

Not applicable

Apple Financial Holdings, Inc., New York,

New York, to acquire Apple Bank for Savings,

New York, New York.

Apple Financial Holdings, Inc.

Newspaper:

Federal Register:

FBSEA

Not applicable

Banco Santander Totta, S.A., Lisbon, Portugal 05/19/2006

to establish a representative office in Mineola,

New York.

BANCO SANTANDER TOTTA,

S.A.

Newspaper:

Federal Register:

* 3A1 Not available

06/09/2006

Catskill Hudson Bancorp, Inc., Rockhill, New

York to acquire 100 percent of the voting shares

of Community Bank of Sullivan County, Rock

Hill, NY, pursuant to Section 3(a)(1) of the

BHC Act and Section 225.15 of Regulation Y.

CATSKILL HUDSON

BANCORP, INC

Newspaper:

Federal Register:

CIC Not available

06/09/2006

Notice of Change in Bank Control pursuant to

the Change in Bank Control Act of 1978, as

amended, by Mario and Dawn Martinez, both

of Sundown, New York, to acquire 59,035 of

the common shares of Catskill Hudson

Bancorp, Inc., Rock Hill, New York, pursuant

to a reorganization of Community Bank of

Sullivan County, Rock Hill, New York, into a

wholly-owned subsidiary of Catskill Hudson

Bancorp, Inc. As a result of this transaction,

Mario and Dawn Martinez will own 9.93% of

the outstanding shares of Catskill Hudson

Bancorp, and together with Mrs. Martinez''s

brother, Mr. G. Vurckio, who will own 2,000

shares, will control 10.27% of Catskill Hudson

Bancorp, Inc.''s outstanding shares.

CATSKILL HUDSON

BANCORP, INC

Newspaper:

Federal Register:

Foreign Branch Not applicable

Not applicable

Citibank, N.A. New York, New York, prior

notice to establish a foreign branch in Qatar,

located in Doha, pursuant to Section

211.3(b)(3) of Regulation K.

CITIBANK, N.A.

Newspaper:

Federal Register:

Investment Not applicable

Not applicable

30 Day Prior Notice by Citigroup Inc., New

York, New York through two wholly owned,

direct subsidiaries, Citigroup Holdings

Mauritius Ltd., and Citigroup Strategic

Holdings Mauritius Ltd., both of the Republic

of Mauritius, to acquire additional interest in

Housing Development Finance Corporation

Limitd, Mumbai, India.

CITIGROUP INC.

* Subject to the provisions of the Community Reinvestment Act
District: 2

Federal Reserve Bank of New York

Filings received during the week ending May 27, 2006

Filing Type Filer Filing Proposal End of Comment Period

Newspaper:

Federal Register:

FBSEA Not available

Not applicable

The International Commercial Bank of China

Co., Ltd. ("ICBC"), Taipei, Taiwan,Republic of

China is applying to establish a branch, under

Section 211.24(a)(1)of Regulation K, in San

Jose, California and upgrade its two existing

offices in New York City and Los Angeles,

California to full service branches.

INTERNATIONAL

COMMERCIAL BANK OF

CHINA CO., LTD., THE

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

Manufacturers and Traders Trust Company,

Buffalo, New York, requests prior approval of

the Board of Governors of the Federal Reserve

System, to purchase selected assets and assume

selected deposit liabilities associated with 21

branches in Buffalo and Rochester, New York,

of Citibank, N.A., New York, New York,

pursuant to Section 18(c) of the Federal Deposit

Insurance Act, and in connection therewith to

establish branches, pursuant to Section 9 of the

Federal Reserve Act.

MANUFACTURERS AND

TRADERS TRUST COMPANY

Newspaper:

Federal Register:

FBSEA Not available

Not applicable

Mizrahi Tefahot Bank Ltd. (the "Bank"),

Ramat-Gan, Israel, is applying to the Board,

under Section 211.24(a)(1) of Regulation K, to

establish a branch in New York, New York by

relocating the Bank's Los Angeles, California

FDIC-insured branch. 

In addition, the Bank is applying to the Board,

under Section 211.24(a)(1), to establish a

representative office in Los Angeles, California,

which will serve as a liaison office with the

Bank's remaining California-based customers.

MIZRAHI TEFAHOT BANK

LTD.

Newspaper:

Federal Register:

* 4c8 Not available

06/23/2006

New York Private Bank & Trust Corporation

and its wholly owned subsidiary, Emigrant

Bancorp, Inc., both of New York, New York,

pursuant to section 4(c)(8) of the Bank Holding

Company Act of 1956, as amended, to acquire

100 percent of the voting shares of New York

Private Bank & Trust, FSB, Wilmington,

Delaware, a de novo trust-only federal savings

bank, and thereby operate a savings association,

pursuant to section 225.28(b)(4) of Regulation

Y.

NEW YORK PRIVATE BANK &

TRUST CORPORATION

Newspaper:

Federal Register:

* 4c8 06/05/2006

06/09/2006

Societe General, Paris, France, provided a

notice, pursuant to Section 4(c)(8) of the Bank

Holding Company Act of 1956, as amended,

and Section 225.24 of Regulation Y, to the

Board of Governors of the Federal Reserve

System for prior approval to engage in certain

nonbanking activities, de novo, through the

acquisition of 100% of the voting shares of

Societe General, FSB, a de novo federal savings

bank headquartered in New York, New York.

SOCIETE GENERALE

* Subject to the provisions of the Community Reinvestment Act
District: 2

Federal Reserve Bank of New York

Availability of CRA Public Evaluations 

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs of the

communities in which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977

(12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire community be evaluated

periodically. That record is taken into account in considering an institution's application for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

Federal bank regulators use the following performance levels to rate an institution's performance under CRA:

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

The following state member banks have been examined and their CRA public evaluations are now available.

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Third Quarter of 2006 (July 1, 2006 - September 30, 2006)

Institution Location

* Subject to the provisions of the Community Reinvestment Act
District: 3

Federal Reserve Bank of Philadelphia

Filings received during the week ending May 27, 2006

Filing Type Filer Filing Proposal End of Comment Period

Newspaper:

Federal Register:

Member Not applicable

Not applicable

Omega Bank, N.A., State College, PA, to

become a member of the Federal Reserve

System.

OMEGA BANK, NATIONAL

ASSOCIATION

* Subject to the provisions of the Community Reinvestment Act
District: 3

Federal Reserve Bank of Philadelphia

Availability of CRA Public Evaluations 

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs of the

communities in which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977

(12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire community be evaluated

periodically. That record is taken into account in considering an institution's application for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

Federal bank regulators use the following performance levels to rate an institution's performance under CRA:

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

The following state member banks have been examined and their CRA public evaluations are now available.

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Third Quarter of 2006 (July 1, 2006 - September 30, 2006)

Institution Location

* Subject to the provisions of the Community Reinvestment Act
District: 4

Federal Reserve Bank of Cleveland

Filings received during the week ending May 27, 2006

Filing Type Filer Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

Application by Farmers Citizens Bank, 06/09/2006

Bucyrus, OH to establish a branch at 5858

North High Street, Worthington, OH.

FARMERS CITIZENS BANK,

THE

Newspaper:

Federal Register:

* 3A1 Not available

06/19/2006

Application by Sir Barton Bancorp, Inc.,

Lexington, KY to form a bank holding

company by acquiring 100 percent of the voting

shares of First National Bank of Lexington,

Lexington, KY pursuant to Section 3(a)(1) of

the Bank Holding Company Act.

Sir Barton Bancorp, Inc.

* Subject to the provisions of the Community Reinvestment Act
District: 4

Federal Reserve Bank of Cleveland

Availability of CRA Public Evaluations 

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs of the

communities in which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977

(12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire community be evaluated

periodically. That record is taken into account in considering an institution's application for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

Federal bank regulators use the following performance levels to rate an institution's performance under CRA:

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

The following state member banks have been examined and their CRA public evaluations are now available.

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Third Quarter of 2006 (July 1, 2006 - September 30, 2006)

Institution Location

* Subject to the provisions of the Community Reinvestment Act
District: 5

Federal Reserve Bank of Richmond

Filings received during the week ending May 27, 2006

Filing Type Filer Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

The Bank of Floyd, Floyd, Virginia, proposes to 06/10/2006

establish a branch at 7349 Peppers Ferry

Boulevard, Radford, Virginia.

BANK OF FLOYD, THE

Newspaper:

Federal Register:

Investment Not applicable

Not applicable

Capital One Bank, Glen Allen, Virginia, to

increase its investment in Capital One Bank

(Europe)plc, London, England.

CAPITAL ONE BANK

Newspaper:

Federal Register:

* 3A5 Not available

* 3A3 06/16/2006

Capital One Financial Corporation, McLean,

Virginia, to acquire 100% of the voting

securities of North Fork Bancorporation, Inc.,

Melville, New York, and thereby indirectly

acquire North Fork Bank, Mattituck, New

York, and Superior Savings Of New England,

National Association, Branford, Connecticut.

CAPITAL ONE FINANCIAL

CORPORATION

Newspaper:

Federal Register:

3A1 Not applicable

Not applicable

Potomac Virginia Bancorp, Fairfax, Virginia, to

become a bank holding company by acquiring

100% of Potomac Bank of Virginia, Fairfax,

Virginia.

Potomac Virginia Bancorp

Newspaper:

Federal Register:

* Branch

Not applicable

Resource Bank, Virginia Beach, Virginia, 06/08/2006

proposes to establish a branch at 4180

Dominion Boulevard, Glen Allen, Virginia.

RESOURCE BANK

Newspaper:

Federal Register:

3A1 Not applicable

Not applicable

TSB Financial Corporation, Charlotte, North

Carolina, to become a bank holding company

by acquiring 100% of The Scottish Bank,

Charlotte, North Carolina.

TSB Financial Corporation

* Subject to the provisions of the Community Reinvestment Act
District: 5

Federal Reserve Bank of Richmond

Availability of CRA Public Evaluations 

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs of the

communities in which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977

(12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire community be evaluated

periodically. That record is taken into account in considering an institution's application for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

Federal bank regulators use the following performance levels to rate an institution's performance under CRA:

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

The following state member banks have been examined and their CRA public evaluations are now available.

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Third Quarter of 2006 (July 1, 2006 - September 30, 2006)

Institution Location

* Subject to the provisions of the Community Reinvestment Act
District: 6

Federal Reserve Bank of Atlanta

Filings received during the week ending May 27, 2006

Filing Type Filer Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 06/18/2006

06/19/2006

Mid-America Bancshares, Inc., Nashville,

Tennessee, to become a bank holding company

by acquiring 100 percent of the voting shares of

Bank of the South, Mt. Juliet, Tennessee, and

PrimeTrust Bank, Nashville, Tennessee.

MID-AMERICA BANCSHARES,

INC.

Newspaper:

Federal Register:

* Branch

Not applicable

Regions Bank, Birmingham, Alabama, to 06/01/2006

establish a branch located at 3451 Long Prairie

Road, Flower Mound, Texas.

REGIONS BANK

Newspaper:

Federal Register:

* Branch

Not applicable

SunTrust Bank, Atlanta, Georgia, to establish a 06/06/2006

branch located at 463751 State Road 200,

Yulee, Florida, to be known as the Amelia

Concourse Office.

SUNTRUST BANK

Newspaper:

Federal Register:

* Branch

Not applicable

SunTrust Bank, Atlanta, Georgia, to establish a 05/29/2006

branch located at 100 Town Center Parkway,

Jacksonville, Florida, to be known as the St.

Johns Town Center Office.

SUNTRUST BANK

Newspaper:

Federal Register:

* 3A5 06/19/2006

06/23/2006

Trustmark Corporation, Jackson, Mississippi, to

merge with Republic Bancshares of Texas, Inc.,

and thereby acquire Republic National Bank,

both of Houston, Texas.

TRUSTMARK CORPORATION

* Subject to the provisions of the Community Reinvestment Act
District: 6

Federal Reserve Bank of Atlanta

Availability of CRA Public Evaluations 

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs of the

communities in which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977

(12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire community be evaluated

periodically. That record is taken into account in considering an institution's application for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

Federal bank regulators use the following performance levels to rate an institution's performance under CRA:

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

The following state member banks have been examined and their CRA public evaluations are now available.

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Third Quarter of 2006 (July 1, 2006 - September 30, 2006)

Institution Location

* Subject to the provisions of the Community Reinvestment Act
District: 7

Federal Reserve Bank of Chicago

Filings received during the week ending May 27, 2006

Filing Type Filer Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC 05/26/2006

05/30/2006

Notice by John A. Barker, Springfield, Illinois,

to retain more than 25 percent of the voting

shares of Barker Brothers Inc., Springfield,

Illinois, and thereby indirectly retain control of

Middletown State Bank, Middletown, Illinois.

BARKER BROTHERS, INC.

Newspaper:

Federal Register:

* 3A3

* 3A1

06/11/2006

06/12/2006

Capitol Bancorp, Ltd., Lansing, Michigan, to

acquire 51 percent of the voting shares of Bank

of Everett (in organization), Everett,

Washington, and by Capitol Development

Bancorp Limited V, Lansing, Michigan, to

become a bank holding company by acquiring

51 percent of the voting shares of Bank of

Everett (in organization), Everett, Washington.

CAPITOL BANCORP LTD.

Newspaper:

Federal Register:

* 3A1 05/17/2006

05/19/2006

Gateway Banc Corp., Roscoe, Illinois, to

become a bank holding company by acquiring

100 percent of the voting shares of Gateway

Community Bank, Roscoe, Illinois.

GATEWAY BANC CORP.

Newspaper:

Federal Register:

* 3A1 06/11/2006

06/12/2006

Kujawa Family Holdings, Inc., Berlin,

Wisconsin, to become a bank holding company

by acquiring 100 percent of the voting shares of

The Farmers & Merchants Bank, Berlin,

Wisconsin.

KUJAWA FAMILY HOLDINGS,

INC.

Newspaper:

Federal Register:

CIC Not available

06/13/2006

Notice by Richard N. Glendening of Pella,

Iowa, individually and as trustee of the Richard

Glendening Trust and the Linda Glendening

Subchapter S Trust to retain control of 35.34

percent and acting in concert with the

Glendening Family (Richard & Mary Glending,

Pella, Iowa; Linda Glendening, Pella, IA; Kara

& Nathan Busker, Oakland, NJ; Eric & Sanae

Glendening, Terre Hante, IN; Erin Glendening,

Pittsburgh, PA; Brent & Mary Jaco, Galveston,

TX) to retain control of 39.53 percent of

Leighton Investment Company, Pella, Iowa.

LEIGHTON INVESTMENT

COMPANY

Newspaper:

Federal Register:

Other Foreign Not applicable

Not applicable

Northern Trust International Banking

Corporation, New York, New York, requesting

approval to extend the period of its corporate

existence for an additional twenty years, in

accordance with Section 25A of the Federal

Reserve Act, and to change the articles of

association.

NORTHERN TRUST

INTERNATIONAL BANKING

CORPORATION, THE

Newspaper:

Federal Register:

CIC Not available

Not available

Notice by Harvey N. Gainey, Sr., Ada,

Michigan, to acquire 166,667 shares (11.11

percent) of Northpointe Bancshares, Inc.,

Grand Rapids, Michigan, and thereby indirectly

acquire Northpointe Bank, Grand Rapids,

Michigan.

NORTHPOINTE BANCSHARES,

INC.

Newspaper:

Federal Register:

CIC 05/30/2006

05/24/2006

Notice by Harold Dean Westra, individually and

acting in concert with Greg Todd Westra, both

of Rock Valley, Iowa, to gain control of Premier

Holdings, Ltd., Rock Valley, Iowa, and thereby

indirectly Premier Bank, Rock Valley, Iowa.

PREMIER HOLDINGS, LTD

* Subject to the provisions of the Community Reinvestment Act
District: 7

Federal Reserve Bank of Chicago

Filings received during the week ending May 27, 2006

Filing Type Filer Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 Not available

06/12/2006

RAC Inc. Wisconsin, Kohler, Wisconsin, to

become a bank holding company through the

acquisition of 100 percent of the outstanding

shares of Ridgestone Financial Services, Inc.,

Brookfield, Wisconsin, and thereby indirectly

acquire Ridgestone Bank, Brookfield,

Wisconsin.

RAC, INC. WISCOSIN

Newspaper:

Federal Register:

CIC 05/31/2006

05/17/2006

Notice by Larry C. Henson, Barbara K. Henson,

Trustee of the Barbara K. Henson Living Trust,

Michael R. Henson and the Barbara K. Henson

Living Trust, all of Davenport, Iowa and acting

as a group to become the largest shareholder of

River Valley Bancorp, Inc., Davenport, Iowa.

RIVER VALLEY BANCORP,

INC.

* Subject to the provisions of the Community Reinvestment Act
District: 7

Federal Reserve Bank of Chicago

Availability of CRA Public Evaluations 

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs of the

communities in which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977

(12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire community be evaluated

periodically. That record is taken into account in considering an institution's application for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

Federal bank regulators use the following performance levels to rate an institution's performance under CRA:

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

The following state member banks have been examined and their CRA public evaluations are now available.

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Third Quarter of 2006 (July 1, 2006 - September 30, 2006)

Institution Location

* Subject to the provisions of the Community Reinvestment Act
District: 8

Federal Reserve Bank of St. Louis

Filings received during the week ending May 27, 2006

Filing Type Filer Filing Proposal End of Comment Period

Newspaper:

Federal Register:

Premises Not applicable

Not applicable

Cross County Bank, Wynne, Arkansas to

increase its investment in bank premises up to

the amount of $5,700,000.00.

CROSS COUNTY BANK

Newspaper:

Federal Register:

CIC 06/13/2006

06/13/2006

Notice by J. Chester Porter, Mount Washington,

Kentucky, Spencer Access, LLC, Taylorsville,

Kentucky, and the William G. Porter Revocable

Trust, William G. Porter, Trustee, Sarasota,

Florida, to establish a control group that will

gain control of Porter Bancorp, Inc., Louisville,

Kentucky.

PORTER BANCORP, INC.

Newspaper:

Federal Register:

3A1 Not applicable

Not applicable

St. Louis Bancshares, Inc., Town and Country,

Missouri, to become a bank holding company

by acquiring 100 percent of St. Louis Bank,

Town and Country, Missouri.

St. Louis Bancshares, Inc.

Newspaper:

Federal Register:

* 3A1

Not available

Table Rock Bancshares Corporation, 06/26/2006

Kimberling City, Missouri, to become a bank

holding company by acquiring 100 percent of

Table Rock Community Bank, Kimberling City,

Missouri (in organization).

Table Rock Bancshares

Corporation

* Subject to the provisions of the Community Reinvestment Act
District: 8

Federal Reserve Bank of St. Louis

Availability of CRA Public Evaluations 

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs of the

communities in which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977

(12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire community be evaluated

periodically. That record is taken into account in considering an institution's application for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

Federal bank regulators use the following performance levels to rate an institution's performance under CRA:

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

The following state member banks have been examined and their CRA public evaluations are now available.

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Third Quarter of 2006 (July 1, 2006 - September 30, 2006)

Institution Location

* Subject to the provisions of the Community Reinvestment Act
District: 9

Federal Reserve Bank of Minneapolis

Filings received during the week ending May 27, 2006

Filing Type Filer Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC 06/06/2006

06/02/2006

John S. Braun Revocable Trust, John Stephen

Braun and Priscilla White Braun, Trustees,

Deephaven, Minnesota; Priscilla W. Braun

Revocable Trust, Priscilla White Braun and

John Stephen Braun, Trustees, Deephaven,

Minnesota; Stephen John Braun, Minnetonka,

Minnesota; Philip McAllister Braun,

Richardson, Texas; and Elizabeth Braun

Fransen, Wayzata, Minnesota, as a group acting

in concert; and Dean Alvin Holasek, Eden

Prairie, Minnesota, as an individual, to gain

control of Community Bank Group, Inc., Eden

Prairie, Minnesota, and thereby indirectly gain

control of Community Bank Minnesota Valley,

Wayzata, Minnesota; and Community Bank

Winsted, Winsted, Minnesota.

COMMUNITY BANK GROUP,

INC.

Newspaper:

Federal Register:

* 3A3 Not available

* 3A1 06/19/2006

Glacier Bancorp, Inc., Kalispell, Montana, to

indirectly acquire 100 percent of Citizens

Development Company, Billings, Montana.

GLACIER BANCORP, INC.

Newspaper:

Federal Register:

* 3A1 Not available

4c8 06/19/2006

Minnesota Bancshares, Inc., Maple Grove,

Minnesota, to become a bank holding company

by acquiring 100% of Heron Lake State Bank,

Heron Lake, Minnesota. Applicant also

proposes to acquire 100% of Heron Lake

Agency, Inc., Heron Lake, Minnesota, and

thereby engage in insurance agency activities in

a town with a population not exceeding 5000.

Minnesota Bancshares, Inc.

* Subject to the provisions of the Community Reinvestment Act
District: 9

Federal Reserve Bank of Minneapolis

Availability of CRA Public Evaluations 

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs of the

communities in which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977

(12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire community be evaluated

periodically. That record is taken into account in considering an institution's application for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

Federal bank regulators use the following performance levels to rate an institution's performance under CRA:

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

The following state member banks have been examined and their CRA public evaluations are now available.

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Third Quarter of 2006 (July 1, 2006 - September 30, 2006)

Institution Location

* Subject to the provisions of the Community Reinvestment Act
District: 10

Federal Reserve Bank of Kansas City

Filings received during the week ending May 27, 2006

Filing Type Filer Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

06/05/2006

Notice by Richard J. Watts, Ramona,

California, as an individual; and Richard J.

Watts, Ramona, California, Janice Roccoforte,

El Cajon, California, and Jack A. Roccoforte,

El Cajon, California; acting as a group in

concert; to acquire control of Ameribanc

Holdings, parent of Bank of Durango, both in

Durango, Colorado.

AMERIBANC HOLDINGS

Newspaper:

Federal Register:

CIC 06/14/2006

06/13/2006

Notice by Phillip Bray as trustee of the Phillip

Bray Trust, Cameron, Missouri, and Gladys

Bray as trustee of the Gladys Bray Trust,

Cameron, Missouri, as husband and wife acting

in concert; and Kenneth Bray and Margaret

Bray as co-trustees of the Kenneth Bray and

Margaret Bray Trust, Cameron, Missouri, also

acting in concert with Phillip and Gladys Bray,

to retain control of Farmers Bancshares, Inc,

parent of Independent Farmers Bank, both in

Maysville, Missouri.

FARMERS BANCSHARES, INC.

Newspaper:

Federal Register:

Member Not applicable

Not applicable

First BankCentre, Broken Arrow, Oklahoma, to

become a member of the Federal Reserve

system.

FIRST BANKCENTRE

Newspaper:

Federal Register:

CIC Not available

05/16/2006

Notification filed by the following, as a group

acting in concert: The Biegert Family

Irrevocable Trust, Laramie, Wyoming, its

trustees, Larry R. Cox, Henderson, Nebraska,

and Judith Ackland, Geneva, Nebraska, and

Larry R. Cox, individually; Charles Flaming,

individually, and as owner of Sadle Cattle

Company, Inc., both of Paxton, Nebraska; Alan

Janzen, Christopher Vanderneck, Matthew D.

Siebert, Fredrick Regier, Arvid Janzen, and

Brian Janzen, all of Henderson, Nebraska;

Ronald Preheim, Aurora, Nebraska; Jeff

Pribbeno, Imperial, Nebraska; and Wesley

Kroeker, Enid, Oklahoma; to acquire control of

Henderson State Company, Henderson,

Nebraska, parent of Henderson State Bank,

Henderson, Nebraska.

HENDERSON STATE

COMPANY

Newspaper:

Federal Register:

* 18C

* Branch Not applicable

Union State Bank, Arkansas City, Kansas, to 05/30/2006

purchase certain assets and assume certain

liabilities of four branches of State Bank,

Winfield, Kansas.

UNION STATE BANK, THE

Newspaper:

Federal Register:

CIC Not available

05/11/2006

Notification by Paul C. Bauman and Emily A.

Bauman, both of Tulsa, Oklahoma; and Henry

C. Bauman, III, Tyler, Texas, to acquire control

of United Capital Bancshares, Inc., Wyandotte,

Oklahoma, parent of Bank of Wyandotte,

Wyandotte, Oklahoma.

UNITED CAPITAL

BANCSHARES, INC.

* Subject to the provisions of the Community Reinvestment Act
District: 10

Federal Reserve Bank of Kansas City

Availability of CRA Public Evaluations 

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs of the

communities in which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977

(12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire community be evaluated

periodically. That record is taken into account in considering an institution's application for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

Federal bank regulators use the following performance levels to rate an institution's performance under CRA:

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

The following state member banks have been examined and their CRA public evaluations are now available.

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Third Quarter of 2006 (July 1, 2006 - September 30, 2006)

Institution Location

* Subject to the provisions of the Community Reinvestment Act
District: 11

Federal Reserve Bank of Dallas

Filings received during the week ending May 27, 2006

Filing Type Filer Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

First Bank, Burkburnett, Texas, to establish a 06/07/2006

branch to be located at 2801 Midwestern

Parkway, Wichita Falls, Texas 76308.

FIRST BANK

* Subject to the provisions of the Community Reinvestment Act
District: 11

Federal Reserve Bank of Dallas

Availability of CRA Public Evaluations 

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs of the

communities in which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977

(12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire community be evaluated

periodically. That record is taken into account in considering an institution's application for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

Federal bank regulators use the following performance levels to rate an institution's performance under CRA:

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

The following state member banks have been examined and their CRA public evaluations are now available.

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Third Quarter of 2006 (July 1, 2006 - September 30, 2006)

Institution Location

* Subject to the provisions of the Community Reinvestment Act
District: 12

Federal Reserve Bank of San Francisco

Filings received during the week ending May 27, 2006

Filing Type Filer Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3 Not available

06/09/2006

Frontier Financial Corporation, Everett,

Washington, to acquire 12.2 percent of Skagit

State Bancorp, Inc., and thereby indirectly

acquire shares in its subsidiary, Skagit State

Bank, both of Burlington, Washington.

FRONTIER FINANCIAL

CORPORATION

Newspaper:

Federal Register:

* 3A1 Not available

06/09/2006

San Joaquin Bancorp to become a bank holding

company by acquiring 100 percent of San

Joaquin Bank, both of Bakersfield, California.

SAN JOAQUIN BANCORP

Newspaper:

Federal Register:

* 3A3 06/08/2006

06/11/2006

Silver State Bancorp, Henderson, Nevada, to

acquire 100 percent of Choice Bank, Scottsdale,

Arizona.

SILVER STATE BANCORP

* Subject to the provisions of the Community Reinvestment Act
District: 12

Federal Reserve Bank of San Francisco

Availability of CRA Public Evaluations 

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs of the

communities in which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977

(12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire community be evaluated

periodically. That record is taken into account in considering an institution's application for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

Federal bank regulators use the following performance levels to rate an institution's performance under CRA:

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

The following state member banks have been examined and their CRA public evaluations are now available.

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Third Quarter of 2006 (July 1, 2006 - September 30, 2006)

Institution Location

* Subject to the provisions of the Community Reinvestment Act