Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 45

Week Ending November 11, 2006

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions November 5, 2006 to November 11, 2006

Bank Holding Companies

Capital One Financial Corporation, McLean, Virginia -- to acquire North Fork 

Bancorporation, Inc., Melville, New York; and its subsidiary banks, North Fork 

Bank, Mattituck; and Superior Savings of New England, National Association, 

Branford, Connecticut.

- Approved, November 7, 2006 

(AC) = Addition or Correction Board - Page 1 of 1
November 5, 2006 to November 11, 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

Alta Alliance Bank, Oakland, California -- to establish a mobile branch courier 

service in the counties of Contra Costa, Alameda, and San Francisco.

- Approved, November 9, 2006 

San Francisco

Bank of Smithtown, Smithtown, New York -- to establish a branch at 1830 Route 

112, Coram.

- Approved, November 9, 2006 

New York

County Bank, Merced, California -- to establish a branch at 1305 Main Street, 

Newman.

- Approved, November 8, 2006 

San Francisco

First Charter Bank, Charlotte, North Carolina -- to establish a branch at 5500 Six 

Forks Road, Raleigh.

- Approved, November 8, 2006 

Richmond

First Sentinel Bank, Richlands, Virginia -- to establish a branch at 801 South 

College Avenue, Bluefield.

- Approved, November 9, 2006 

Richmond

SolutionsBank, Overland Park, Kansas -- to establish a mobile branch to operate 

from its main office at 7401 West 135th Street.

- Approved, November 6, 2006 

Kansas City

The State Bank and Trust Company, Defiance, Ohio -- to establish a branch at 

12832 Coldwater Road, Fort Wayne, Indiana.

- Approved, November 10, 2006 

Cleveland

(AC) = Addition or Correction Delegated - Page 1 of 5
H.2 Actions under delegated authority November 5, 2006 to November 11, 2006

Bank Branches, Domestic

SunTrust Bank, Atlanta, Georgia -- to establish branches at 2952 Northeast 8th 

Street, Homestead, Florida; and 2400 West 60th Street, Hialeah.

- Approved, November 9, 2006 

Secretary

Tennessee State Bank, Pigeon Forge, Tennessee -- to establish a branch at 3177 

Wears Valley Road, Sevierville.

- Approved, November 7, 2006 

Atlanta

Tower Bank & Trust Company, Fort Wayne, Indiana -- to establish a branch at 103 

East Center Street, Warsaw.

- Approved, November 7, 2006 

Chicago

Bank Holding Companies

Adbanc, Inc., Ogallala, Nebraska -- to engage in making, acquiring, brokering, and 

servicing loans and other extensions of credit, particularly secondary market real 

estate loans through its subsidiary, Adams Mortgage, LLC, and through the 

acquisition of assets of Auer Mortgage Company, Inc., Colorado Springs, Colorado.

- Approved, November 7, 2006 

Kansas City

Castle Creek Capital Partners III, L.P., Rancho Santa Fe, California; Castle Creek 

Capital III LLC; Eggemeyer Capital LLC; Ruh Capital LLC; Western States 

Opportunity LLC; Eggemeyer Family Trust; William J. Ruh Trust; Legions IV 

Advisory Corp.; and LDF, Inc., Chicago, Illinois -- to acquire BB&T Bancshares 

Corp., Bloomingdale, and thereby acquire Bloomingdale Bank and Trust.

- Approved, November 9, 2006 

San Francisco

Dearborn Bancorp, Inc., Dearborn, Michigan -- to merge with Fidelity Financial 

Corporation of Michigan, Birmingham, and thereby acquire Fidelity Bank.

- Approved, November 10, 2006 

Chicago

(AC) = Addition or Correction Delegated - Page 2 of 5
H.2 Actions under delegated authority November 5, 2006 to November 11, 2006

Bank Holding Companies

First Miami Bancshares, Inc., Miami, Oklahoma -- to acquire up to 100 percent of 

the shares of Bank of Billings, Billings, Missouri.

- Approved, November 6, 2006 

Kansas City

Fort Orange Financial Corporation, Albany, New York -- to become a bank holding 

company and to acquire Capital Bank & Trust Company.

- Approved, November 9, 2006 

New York

HSBC Holdings plc, London, United Kingdom; HSBC Overseas Holdings (UK) 

Limited; HSBC North America Holdings Inc., Wilmington, Delaware; HSBC 

Investments (North America) Inc.; HSBC North America Inc.; and HSBC USA 

Inc., Baltimore, Maryland -- to acquire HSBC Trust Company (Delaware), N.A., 

Wilmington, Delaware, on its conversion from a limited purpose non-depository 

trust bank to a full service bank.

- Approved, November 8, 2006 

New York

The Northern Trust Corporation, Chicago, Illinois -- request for an exemption under 

the Depository Institutions Management Interlocks Act and Regulation L.

- Granted, November 9, 2006 

General Counsel

TriCentury Corporation, Overland Park, Kansas -- to become a bank holding 

company and to acquire Nine Tribes Bancshares, Inc., Quapaw, Oklahoma, and The 

Bank of Quapaw.

- Withdrawn, November 10, 2006 

Kansas City

Bank Mergers

Labe Bank, Chicago, Illinois -- to merge with Bloomingdale Bank and Trust, 

Bloomingdale, and thereby establish six branches.

- Approved, November 9, 2006 

Chicago

(AC) = Addition or Correction Delegated - Page 3 of 5
H.2 Actions under delegated authority November 5, 2006 to November 11, 2006

Change In Bank Control

Midwest Community Financial Corporation, Midwest City, Oklahoma -- change in 

bank control.

- Permitted, November 7, 2006 

Kansas City

Competitive Factors Reports

Enterprise Trust Company, Clayton, Missouri, in organization -- report on 

competitive factors of the proposed receipt of the trust relationships of Enterprise 

Bank and Trust.

- Submitted, November 8, 2006 

St. Louis

The First State Bank, Norton, Kansas -- report on competitive factors of the 

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

Plainville branch of The Stockton National Bank, Stockton.

- Submitted, November 7, 2006 

Kansas City

The Park National Bank, Newark, Ohio -- report on competitive factors of the 

proposed merger with Anderson Bank Company, Cincinnati.

- Submitted, November 6, 2006 

Cleveland

Extensions Of Time

Community Bancshares of Mississippi, Inc. Employee Stock Ownership Plan, 

Brandon, Mississippi -- extension to February 21, 2007, to acquire additional 

shares, to a maximum ownership of 20.96 percent, of Community Bancshares of 

Mississippi, Inc. and thereby acquire its subsidiaries, Community Bank of Amory, 

Amory; Community Bank of Mississippi, Forest; Community Bank, Meridian, 

Meridian; Community Bank, Ellisville, Mississippi, Ellisville; Community Bank, 

Coast, Biloxi; Community Bank, National Association, Memphis, Tennessee; First 

Lucedale Bancorp, Inc., Lucedale, Mississippi; and Community Bank, National 

Association.

- Granted, November 10, 2006 

Atlanta

(AC) = Addition or Correction Delegated - Page 4 of 5
H.2 Actions under delegated authority November 5, 2006 to November 11, 2006

Extensions Of Time

Republic Corporation, Omaha, Nebraska -- extension to March 4, 2007, to become 

a bank holding company and to acquire United Republic Bank, a de novo bank.

- Granted, November 8, 2006 

Kansas City

(AC) = Addition or Correction Delegated - Page 5 of 5
District: 1

Federal Reserve Bank of Boston

Filings received during the week ending November 11, 2006

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

3A1 Not applicable

Not applicable

Mayflower Bancorp, Inc., Middleboro,

Massachusetts - section 3(a)(1) expedited

notice to become a bank holding company by

acquiring 100% of Mayflower Co-operative

Bank, Middleboro, Massachusetts

MAYFLOWER BANCORP, INC

Newspaper:

Federal Register:

FBSEA Not available

Not applicable

The Royal Bank of Scotland plc, Edinburgh,

Scotland to establish a branch at 600

Steamboat Road, Greenwich, Connecticut

pursuant to section 211.24(a)(1) of Regulation

K.

ROYAL BANK OF SCOTLAND

PLC, THE

* 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 Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of New York

Filings received during the week ending November 11, 2006

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch Not available

Not applicable

Banco Popular North America, New York,

New York to open two new domestic branches,

located at 2 South Orange Avenue, Orlando

(Orange County), Florida (RSSD# 3489633)

and 8885 S. Dadeland Boulevard, Miami

(Miami-Dade County), Florida. (RSSD#

3489624)

BANCO POPULAR NORTH

AMERICA

Newspaper:

Federal Register:

Investment Not applicable

Not applicable

Prior Notice by Citibank, N.A. New York, New

York for an investment in Akbank T.A.S.,

Istanbullll, Republic of Turkey, through a joint

venture under 12 CFR 211.9(f) of Regulation

K, for investments made by COIC in excess of

the general consent limit of 12 CFR

211.9(b)(3).

CITIBANK, N.A.

Newspaper:

Federal Register:

* Branch

Not applicable

Manufacturers and Traders Trust Company, 11/19/2006

Buffalo, New York request approval to open

and occupy a full-service branch to be located

at 7918 Jones Branch Drive, McLean, Fairfax

County, Virginia.

MANUFACTURERS AND

TRADERS TRUST COMPANY

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

Manufacturers and Traders Trust Company,

Buffalo, New York, to merge M&T New Jersey

Interim Bank, Palisades Park, New Jersey, with

and into M&T Bank, Buffalo, New York,

under Section 18(c) of the Federal Deposit

Insurance Act and, incident thereto, under

Section 9 of the Federal Reserve Act, to

establish a branch in Palisades Park, New

Jersey.

MANUFACTURERS AND

TRADERS TRUST COMPANY

* 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 Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Philadelphia

Filings received during the week ending November 11, 2006

Filer Filing Type Filing Proposal End of Comment Period

NONE

* 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 Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Cleveland

Filings received during the week ending November 11, 2006

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

11/22/2006

Notice of Change in Bank Control filed by the

Reckman Group of their intent to acquire up to

96.50 percent of the outstanding voting shares

of Columbia Bancorp, Inc., Cincinnati, Ohio.

COLUMBIA BANCORP, INC

Newspaper:

Federal Register:

* Branch

Not applicable

Fifth Third Bank, Grand Rapids, MI to 11/11/2006

establish a branch at 6173 Telegraph Road,

Oakville, MO.

FIFTH THIRD BANK

Newspaper:

Federal Register:

* Branch

Not applicable

Fifth Third Bank, Grand Rapids, MI to 11/11/2006

establish a branch at 704 East Roosevelt Road,

Glen Ellyn, IL.

FIFTH THIRD BANK

Newspaper:

Federal Register:

* 3A3 Not available

Not available

First Corbin Bancorp, Inc., Corbin, Kentucky,

proposes to acquire Boone National Bank,

Burlington, KY and the following bank

holding companies and their subsidiary banks:

Tri-County Bancorp, Inc., Corbin, KY

(Tri-County National Bank, Corbin, KY);

Laurel Bancorp, Inc., Corbin, KY (Laurel

National Bank, London, KY); Williamsburg

Bancorp, Inc., Corbin, KY (Williamsburg

National Bank, Williamsburg, KY);

Campbellsville Bancorp, Inc., Corbin, KY

(Campbellsville National Bank,

Campbellsville, KY); PRP Bancorp, Inc.,

Corbin, KY (PRP National Bank, Pleasure

Ridge Park, KY); Somerset Bancorp, Inc.,

Corbin, KY (Somerset National Bank,

Somerset, KY); and Green County Bancshares,

Inc., Corbin, KY, (Deposit Bank & Trust,

Greensburg, KY)

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 Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Richmond

Filings received during the week ending November 11, 2006

Filer Filing Type Filing Proposal End of Comment Period

NONE

* 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 Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Atlanta

Filings received during the week ending November 11, 2006

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 Not available

Not available

ATB Holdings, LLC, Birmingham, Alabama,

to become a bank holding company by

acquiring 25 percent of the outstanding shares

of Guardian Bancshares, Inc., and its

subsidiary Alabama Trust Bank, N.A., both of

Sylacauga, Alabama.

ATB HOLDINGS, LLC

Newspaper:

Federal Register:

* 3A1 Not available

12/07/2006

Business First Bancshares, Inc., Baton Rouge,

Louisiana, to become a bank holding company

by acquiring 100 percent of the outstanding

shares of Business First Bank, Baton Rouge,

Louisiana.

BUSINESS FIRST

BANCSHARES, INC.

Newspaper:

Federal Register:

FBSEA Not available

Not applicable

Caja de Ahorros de Valencia, Castellon y

Alicante (Bancaja), Valencia, Spain, to convert

an international agency to a branch office in

Miami, Florida.

CAJA DE AHORROS DE

VALENCIA, CASTELLON Y

ALICANTE, BANCAJA

Newspaper:

Federal Register:

* 3A1

Not available

Century Bancshares of Florida, Inc., to become 12/04/2006

a bank holding company by acquiring 100

percent of the outstanding shares of Century

Bank of Florida, both of Tampa, Florida.

Century Bancshares of Florida,

Inc.

Newspaper:

Federal Register:

3A1 Not applicable

Not applicable

First America Holdings Corporation, notice to

become a bank holding company by acquiring

100 percent of the outstanding shares of First

America Bank, both of Osprey, Florida.

FIRST AMERICA HOLDINGS

CORPORATION

Newspaper:

Federal Register:

* 3A1 Not available

11/24/2006

First NBC Bank Holding Company, to become

a bank holding company by acquiring 100

percent of the outstanding shares of First NBC

Bank, both of New Orleans, Louisiana.

FIRST NBC BANK HOLDING

COMPANY

Newspaper:

Federal Register:

* 3A1 12/04/2006

12/07/2006

FNBC Financial Corporation, Crestview,

Florida, to become a bank holding company by

acquiring 100 percent of the outstanding shares

of First National Bank of Crestview, Crestview,

Florida.

FNBC FINANCIAL

CORPORATION

Newspaper:

Federal Register:

* 3A1 12/10/2006

12/08/2006

Guardian Bancshares, Inc. (BHC), to become a

bank holding company by acquiring 100

percent of the outstanding shares of Alabama

Trust Bank, National Association, both of

Sylacauga, Alabama (Bank). Bank will be

merged with and into a wholly-owned interim

banking subsidiary, Alabama Trust Interim

National Bank, Sylacauga, Alabama, organized

by BHC to facilitate the acquisition.

GUARDIAN BANCSHARES,

INC.

Newspaper:

Federal Register:

* 3A1 12/06/2006

12/04/2006

Reserve Financial Associates, LLC, Columbus,

Ohio, along with Sofia Financial Associates,

LLC and Skilken Financial, LLC, all of

Columbus, Ohio, and RFA Acquisition

Company, Inc., Naples, Florida, to become a

multi-tiered bank holding company structure

by acquiring 100 percent of the outstanding

shares of Business Bank of Florida Corp., and

its subsidiary, Florida Business Bank, both of

Melbourne, Florida.

RESERVE FINANCIAL

ASSOCIATES, LLC

* 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 Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Chicago

Filings received during the week ending November 11, 2006

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

Bank Iowa, Altoona, Iowa, to establish a 11/10/2006

branch facility to be located at 5525 Merle Hay

Road, Suite 195, Johnston, Iowa.

BANK IOWA

Newspaper:

Federal Register:

* 3A3 11/22/2006

11/27/2006

Bank of Montreal, Montreal, Canada, Harris

Financial Corp., Chicago, Illinois, and Harris

Bankcorp, Inc., Chicago, Illinois, to acquire

100 percent of the voting shares of First

National Bank & Trust, Kokomo, Indiana.

BANK OF MONTREAL

Newspaper:

Federal Register:

* 3A3 Not available

* 3A1 11/27/2006

Capitol Bancorp Ltd., Lansing, Michigan, to

indirectly acquire 51 percent of the voting

shares of Bank of Tacoma (in organization),

Tacoma, Washington, and Capitol

Development Bancorp Limited VI, Lansing,

Michigan, to become a bank holding company

by directly acquiring 51 percent of the voting

shares of Bank of Tacoma (in organization),

Tacoma, Washington.

CAPITOL BANCORP LTD.

Newspaper:

Federal Register:

* 3A3 Not available

* 3A1 12/07/2006

Capitol Bancorp, Ltd., Lansing, Michigan and

Capitol Development Bancorp Limited VI,

Lansing, Michigan, to indirectly acquire 51

percent of the voting shares of Larimer

Commerce Bank (in organization), Fort

Collins, Colorado, and Capitol Bancorp

Colorado Ltd. II, Lansing, Michigan, to

become a bank holding company by directly

acquiring 51 percent of the voting shares of

Larimer Commerce Bank (in organization),

Fort Collins, Colorado.

CAPITOL BANCORP LTD.

Newspaper:

Federal Register:

* Branch

Not applicable

Libertyville Bank & Trust Company, 11/13/2006

Libertyville, Illinois, to establish a branch

facility to be located at 229 East State Road,

Island Lake, Illinois.

LIBERTYVILLE BANK &

TRUST COMPANY

Newspaper:

Federal Register:

* 3A5 Not available

Not available

Orion Bancorporation, Inc., Orion, Illinois, to

acquire 100 percent of the voting shares of

First Mid-America Bancorp, Inc., Annawan,

Illinois, and thereby indirectly acquire State

Bank of Annawan, Annawan, Illinois.

ORION BANCORPORATION,

INC.

Newspaper:

Federal Register:

* 3A3 Not available

11/17/2006

Petefish, Skiles Bancshares, Inc., Virginia,

Illinois, to acquire 100 percent of the voting

shares of Chandlerville Bancshares, Inc.,

Chandlerville, Illinois, and thereby indirectly

acquire Peoples State Bank of Chandlerville,

Chandlerville, Illinois.

PETEFISH, SKILES

BANCSHARES, INC.

Newspaper:

Federal Register:

* 3A3 11/25/2006

11/30/2006

PrivateBancorp, Inc., Chicago, Illinois, to

acquire 100 percent of the voting shares of The

PrivateBank, N.A. (in organization),

Milwaukee, Wisconsin.

PRIVATEBANCORP, INC.

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

Federal Reserve Bank of Chicago

Filings received during the week ending November 11, 2006

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3 Not available

Member

* 18C

* Branch

11/27/2006

QCR Holdings, Inc., Moline, Illinois, to

acquire 100 percent of the voting shares of

Ridgeland Bancorp, Inc., Tony, Wisconsin,

and thereby indirectly acquire Farmers State

Bank, Ridgeland, Wisconsin, and the related

applications by Farmers State Bank,

Ridgeland, Wisconsin, to become a member of

the Federal Reserve System, and Farmers State

Bank, Ridgeland, Wisconsin, to merge with

Rockford Bank and Trust Company, Rockford,

Illinois, and thereby to establish a branch at

1133 Quail Court, Suite 100, Pewaukee,

Wisconsin.

QCR HOLDINGS, INC.

Newspaper:

Federal Register:

CIC Not available

11/21/2006

Notice by David R. Barnes, Racine, Wisconsin,

Francesca DeRose, Racine, Wisconsin, Nicolet

DeRose, Kenosha, Wisconsin, and Kari

Barnes, Tigard, Oregon, to collectively gain

control of Wisconsin Bancshares, Inc.,

Kenosha, Wisconsin, and thereby indirectly

acquire Banks of Wisconsin, Kenosha,

Wisconsin. The Barnes Family will increase

their percentage ownership from 9.5 percent to

11.4 percent as a result of Wisconsin

Bancshares, Inc.'s conversion to Subchapter S

status.

WISCONSIN BANCSHARES,

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 Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of St. Louis

Filings received during the week ending November 11, 2006

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC 11/16/2006

11/06/2006

Notice by the Pitchford Stock, L.P., Nashville,

Illinois, and Sheila R. Burcham, Nashville,

Illinois, as general partner, to gain control of

Community Bancshares, Inc., Irvington,

Illinois.

COMMUNITY BANCSHARES,

INC.

Newspaper:

Federal Register:

* 3A3 12/06/2006

12/07/2006

First Banks, Inc., Hazelwood, Missouri, to

acquire an additional 4.09 percent, for total

direct and indirect control of 24.99 percent, of

Community West Bancshares, Goleta,

California, and thereby indirectly acquire

Community West Bank, National Association,

Goleta, California.

FIRST BANKS, INC.

Newspaper:

Federal Register:

* Branch

Not applicable

First Financial Bank, El Dorado, Arkansas, to 11/18/2006

establish a branch facility to be located at 2300

East Main Street, El Dorado, Arkansas.

FIRST FINANCIAL BANK

Newspaper:

Federal Register:

* 18C

* Branch Not applicable

Mainstreet Bank, Ashland, Missouri, to 12/10/2006

purchase the assets and assume the liabilities

of the Prairie Home, Missouri branch of

Citizens Bank & Trust Company, Chillicothe,

Missouri, and to retain the acquired facility as

a branch.

MAINSTREET BANK

Newspaper:

Federal Register:

CIC 11/29/2006

11/27/2006

Notice by Ed Teefey, Mount Sterling, Illinois,

to increase control of Mount Sterling Bancorp,

Inc., Mount Sterling, Illinois.

MOUNT STERLING BANCORP,

INC

Newspaper:

Federal Register:

CIC

Not available

Notice by Terry L. Bunnell, Glasgow, 12/11/2006

Kentucky; Gil R. Cowles, Rockfield, Kentucky;

Vernon D. Landers, Jr., Glasgow, Kentucky;

Brandon W. Morgan, Paducah, Kentucky;

Billy B. Morgan, Benton, Kentucky; Roy D.

Phillips, Marion, Kentucky; Patrick B. Ragan,

Dickson, Kentucky; and Ted H. Williams,

Dickson, Kentucky, as a group acting in

concert, to gain control of Peoples-Marion

Bancorp, Inc., Marion, Kentucky.

PEOPLES-MARION BANCORP,

INC.

* 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 Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Minneapolis

Filings received during the week ending November 11, 2006

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3 Not available

12/01/2006

Alerus Financial Corporation, Grand Forks,

North Dakota, to acquire 100 percent of Alerus

Interim, National Association, Minnetonka,

Minnesota, which will be merged with Stanton

Trust Company, National Association, and the

resulting institution will immediately thereafter

be merged into Alerus Financial, National

Association, Grand Forks, North Dakota.

ALERUS FINANCIAL

CORPORATION

Newspaper:

Federal Register:

* 3A3 Not available

12/07/2006

B & E Investments Inc., (State Bank of

Arcadia) Employee Stock Ownership Plan &

Trust, Arcadia, Wisconsin, and B & E

Investments, Inc., Bloomer, Wisconsin,

propose to acquire 100% of John O. Melby &

Co. Bank, Whitehall, Wisconsin.

B & E INVESTMENTS, INC.,

Newspaper:

Federal Register:

* 3A1 11/27/2006

11/27/2006

Charter Bankshares, Inc., Eau Claire,

Wisconsin, to become a bank holding company

by acquiring at least 90 percent of Charter

Bank Eau Claire, Eau Claire, Wisconsin.

CHARTER BANKSHARES,

INC.

Newspaper:

Federal Register:

CIC 11/01/2006

11/01/2006

Eric W. Hilgenberg Living Trust, Eric W.

Hilgenberg and Jennifer J. Hilgenberg, as

individuals and trustees, Rosemount,

Minnesota, Walter W. Hilgenberg, Prior Lake,

Minnesota, as a group acting in concert; and

Stuart A. Voigt, Apple Valley, Minnesota, as

an individual, to gain control of Commercial

Bancshares, Inc., Bloomington, Minnesota.

COMMERCIAL BANCSHARES,

INC.

Newspaper:

Federal Register:

* 3A5 Not available

12/04/2006

Franklin Bancorp, Inc., Saint Paul, Minnesota,

to acquire 100 percent of University Financial

Corp., Saint Paul, Minnesota, and thereby

indirectly acquire University National Bank,

Saint Paul, Minnesota.

FRANKLIN BANCORP, INC.

DBA SUNRISE COMMUNITY

BANKS

Newspaper:

Federal Register:

CIC Not available

11/27/2006

Change in control notice by Dennis Duane

Haugen, Portland, North Dakota, to acquire 10

percent or more of the shares of Full Service

Insurance Agency, Inc., Buxton, North Dakota

and thereby indirectly acquire control of First

State Bank, Buxton, North Dakota.

FULL SERVICE INSURANCE

AGENCY, INC.

Newspaper:

Federal Register:

* 3A1 11/20/2006

11/27/2006

John T. Vucurevich Foundation, Rapid City,

South Dakota, to become a bank holding

company by acquiring 100% of the voting

shares of United Bancorporation, Osseo,

Wisconsin, and Midwest Bancorporation,

Billings, Montana.

JOHN T. VUCUREVICH

FOUNDATION

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

Federal Reserve Bank of Minneapolis

Filings received during the week ending November 11, 2006

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

11/13/2006

Change in control notice by Edward Kent

Christian, Kiester, Minnesota, Edward T.

Christian Revocable Trust, Edward Kent

Christian and Edna Christian Co-trustees, Fred

Friedrichsen, Glenville, Minnesota, Edna

Evelyn Christian, Albert Lea, Minnesota,

individually and as a group acting in concert to

acquire 25 percent or more of the shares of

Kiester Investments, Inc., Kiester, Minnesota

and thereby indirectly acquire control of First

State Bank of Kiester, Kiester, Minnesota.

KIESTER INVESTMENTS, INC.

Newspaper:

Federal Register:

CIC 11/22/2006

11/13/2006

Change in control notice by Jeffrey F.

Burzinski, Chaska, Minnesota, as an

individual, and as part of a group acting in

concert with Jeffrey J. Burzinski, Chaska,

Minnesota, Kathryn J. Burzinski, Chanhassen,

Minnesota, Elizabeth Burzinski, Chaska,

Minnesota, and Margene Burzinski, Chaska,

Minnesota to acquire control of Peregrine

Corporation, Chaska, Minnesota and thereby

indirectly acquire control of Community Bank

Corporation, Chaska, Minnesota.

PEREGRINE CORPORATION

Newspaper:

Federal Register:

* 3A5 11/11/2006

11/09/2006

United Bancorporation, Osseo, Wisconsin, to

merge with Midwest Bancorporation, Billings,

Montana.

UNITED BANCORPORATION

* 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 Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Kansas City

Filings received during the week ending November 11, 2006

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC

Not available

Notification by Byron Dirk Bagenstos, 11/30/2006

individually and as Trustee of the Byron Dirk

Bagenstos 2002 Trust, to acquire control of

Alfalfa County Bancshares, Inc., parent of

ACB Bank, all of Cherokee, Oklahoma.

ALFALFA COUNTY

BANCSHARES, INC.

Newspaper:

Federal Register:

CIC 11/23/2006

11/22/2006

Notification by Margaret Ann Farmer,

Sallisaw, Oklahoma, to acquire control of

Armstrong Bancshares, Inc., Muskogee,

Oklahoma, parent of Armstrong Bank,

Muskogee, Oklahoma. Notice by Armstrong

Bancshares, Inc., Muskogee, Oklahoma, to

redeem 42.30 percent of its outstanding

common stock.

ARMSTRONG BANCSHARES,

INC.

Newspaper:

Federal Register:

Premises Not applicable

Not applicable

The Bank of Commerce, Wetumka, Oklahoma,

to increase its investment in bank premises in

the amount of $300,000.

BANK OF COMMERCE,

WETUMKA, OKLAHOMA,

THE

Newspaper:

Federal Register:

* Branch Not available

Not applicable

Bank of Nichols Hills, to establish a branch at

7400 N. Western, both in Oklahoma City,

Oklahoma.

BANK OF NICHOLS HILLS

Newspaper:

Federal Register:

CIC 11/23/2006

11/24/2006

Notification by Tommy L. Daughtrey, Janice

Fowler and Jerry Vaughn, all of Duncan,

Oklahoma, as individuals and as trustees of the

Commerce Bancorp, Inc. Employee Stock

Ownership Plan (in formation), to acquire

control of Commerce Bancorp, Inc., parent of

Bank of Commerce, all of Duncan, Oklahoma.

COMMERCE BANCORP, INC.

Newspaper:

Federal Register:

* 3A1 Not available

12/04/2006

Community Bancshares of Kansas, Inc., Goff,

Kansas, to become a bank holding company

through the acquisition of 100 percent of the

voting shares of Nemaha Investment Company,

Inc., Merriam, Kansas, parent of First State

Bank of Goff, Goff, Kansas.

COMMUNITY BANCSHARES

OF KANSAS, INC.

Newspaper:

Federal Register:

* Branch

Not applicable

First Community Bank, to establish a branch at 11/30/2006

2160 W. Highway 50 and to relocate the head

office to 715 Merchant, all in Emporia,

Kansas.

FIRST COMMUNITY BANK

Newspaper:

Federal Register:

Member Not applicable

Not applicable

First National Bank and Trust Company of

Minden, Minden, Nebraska (to be known as

First Bank and Trust Company), to retain its

membership in the Federal Reserve System

following its conversion from a national to a

state charter.

FIRST NATIONAL BANK AND

TRUST COMPANY OF

MINDEN, THE

Newspaper:

Federal Register:

* 3A1

* 3A3

12/06/2006

12/04/2006

Ironhorse Financial Group, Inc., Norman,

Oklahoma, to become a bank holding company

through the acquisition of 100 percent of the

voting shares of Republic Bank & Trust,

Norman, Oklahoma. Ironhorse Financial

Group, Inc., to acquire 100 percent of the

voting shares of Armstrong Bancshares, Inc.,

parent of Armstrong Bank, both in Muskogee,

Oklahoma.

IRONHORSE FINANCIAL

GROUP, 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 Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Dallas

Filings received during the week ending November 11, 2006

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

Bank of the West, El Paso, Texas, to establish 11/24/2006

a branch to be located at 4717 Hondo Pass

Drive, El Paso, Texas 79904.

BANK OF THE WEST

Newspaper:

Federal Register:

* 3A1 12/01/2006

12/04/2006

BT Holdings, Inc., Quitman, Texas, to become

a bank holding company by acquiring 100

percent of Quitman Bancorporation, Inc.,

Quitman, Texas, and indirectly acquire

Quitman Bancorporation of Delaware, Inc.,

Wilmington, Delaware, and Bank Texas,

National Association, Quitman, Texas.

BT HOLDINGS, INC.

Newspaper:

Federal Register:

* 3A3 11/25/2006

11/27/2006

Olney Bancshares of Texas, Inc., Olney, Texas,

and Olney Bancorp of Delaware, Inc.,

Wilmington, Delaware, to acquire 100 percent

of InterBank, Inc., Sayre, Oklahoma, and

indirectly acquire InterBank, El City,

Oklahoma.

OLNEY BANCSHARES OF

TEXAS, INC.

* 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 Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of San Francisco

Filings received during the week ending November 11, 2006

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1

Member

11/04/2006

12/08/2006

Pacific Business Bancorp to become a bank

holding company by acquiring 100 percent of

Pacific Business Bank (in organization), both

of Irvine, California. Pacific Business Bank (in

organization), Irvine, California, to become a

member of the Federal Reserve System.

PACIFIC BUSINESS BANCORP

Newspaper:

Federal Register:

* 3A1 11/27/2006

12/07/2006

Pacific Premier Bancorp to become a bank

holding company by acquiring 100 percent of

Pacific Premier Bank, both of Costa Mesa,

California.

PACIFIC PREMIER 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 Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act