Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 12

Week Ending March 24, 2007

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions March 18, 2007 to March 24, 2007

Testimony And Statements

Mortgage Markets -- statement by Roger T. Cole, Director, Division of Banking 

Supervision and Regulation, before the Senate Committee on Banking, Housing, 

and Urban Affairs.

- Published, March 22, 2007 

Forms

Information Collection -- final Board review to revise without extension the 

Consolidated Financial Statements for Bank Holding Companies (FR Y-9C), 

Financial Statements of U.S. Nonbank Subsidiaries of U.S. Bank Holding 

Companies (FR Y-11), and Financial Statements of Foreign Subsidiaries of U.S. 

Banking Organizations (FR 2314).

- Approved, March 19, 2007 

Enforcement

Cache Valley Banking Company, Logan, Utah, and Cache Valley Bank -- issuance 

of a cease and desist order, and termination of the written agreement issued April 

19, 2004, with the Federal Reserve Bank of San Francisco and the Utah State 

Department of Financial Institutions. 

- Announced, March 23, 2007 

North Valley Bank, Zanesville, Ohio -- written agreement with the Ohio Division of 

Financial Institutions and the Federal Reserve Bank of Cleveland.

- Announced, March 22, 2007 

(AC) = Addition or Correction Board - Page 1 of 1
March 18, 2007 to March 24, 2007

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

Citizens Bank, Slaton, Texas -- to establish a branch at 7125 82nd Street, Lubbock.

- Approved, March 21, 2007 

Dallas

Community Banks of Northern California, Tracy, California -- to establish a branch 

at 800 J Street, Suite 100, Sacramento.

- Approved, March 19, 2007 

Kansas City

Community Banks of Northern California, Tracy, California -- to establish a branch 

at 210 Towne Center Drive, Lathrop.

- Approved, March 19, 2007 

Kansas City

Exchange Bank and Trust Company, Perry, Oklahoma -- to establish a branch at 

4301 West 6th Street, Stillwater.

- Approved, March 22, 2007 

Kansas City

Fifth Third Bank, Grand Rapids, Michigan -- to establish a branch at 15321 

Latitude Drive, Bonita Springs, Florida.

- Approved, March 22, 2007 

Cleveland

Fifth Third Bank, Grand Rapids, Michigan -- to establish a branch at 956 Wolfrum 

Road, Weldon Springs, Missouri.

- Approved, March 22, 2007 

Cleveland

Fifth Third Bank, Grand Rapids, Michigan -- to establish a branch at 8101 Sorrento 

Lane, Naples, Florida.

- Approved, March 22, 2007 

Cleveland

(AC) = Addition or Correction Delegated - Page 1 of 6
H.2 Actions under delegated authority March 18, 2007 to March 24, 2007

Bank Branches, Domestic

Nara Bank, Los Angeles, California -- to establish a branch at 10055 Garden Grove 

Boulevard, Garden Grove.

- Approved, March 21, 2007 

San Francisco

Virginia Business Bank, Richmond, Virginia -- to provide a courier service to pick 

up deposits from customers.

- Approved, March 21, 2007 

Richmond

Bank Holding Companies

Appalachian Bancshares, Inc., Ellijay, Georgia -- to acquire Appalachian 

Community Bank, F.S.B., McCaysville, and thereby engage de novo in operating a 

savings association.

- Approved, March 21, 2007 

Atlanta

BB&T Corporation, Winston-Salem, North Carolina -- to acquire Coastal Financial 

Corporation, Myrtle Beach, South Carolina, and thereby acquire Coastal Federal 

Bank and engage in operating a savings association; to acquire Coastal Planners 

Holding Corporation, parent of Coastal Retirement Estate & Tax Planners, Inc., and 

engage in the activities of financial planning and tax preparation services; and to 

acquire Coastal Federal Holding Corporation, Wilmington, Delaware, parent of 

Coastal Real Estate Investment Corporation, Sunset Beach, North Carolina, and 

engage in the activities of acquiring and servicing loans.

- Approved, March 19, 2007 

Richmond

Cabool State Bank Employee Stock Ownership Plan, Cabool, Missouri -- to acquire 

an additional 2 percent, for total ownership of 30.36 percent, of the shares of 

Cabool Bancshares, Inc. and thereby acquire Cabool State Bank.

- Approved, March 19, 2007 

St. Louis

(AC) = Addition or Correction Delegated - Page 2 of 6
H.2 Actions under delegated authority March 18, 2007 to March 24, 2007

Bank Holding Companies

Cathay General Bancorp, Los Angeles, California -- waiver of application to 

acquire United Heritage Bank, Edison, New Jersey, in connection with its merger 

with Cathay Bank, Los Angeles, California.

- Granted, March 22, 2007 

San Francisco

Fairfield Financial Holdings Corp., Fairfield, Washington -- to become a bank 

holding company and to acquire Bank of Fairfield.

- Approved, March 22, 2007 

San Francisco

FBG Holding Corporation, Tampa, Florida -- to become a bank holding company 

and to acquire Florida Bank Group, Inc., Bank of St. Petersburg, Tampa; Bank of 

North Florida, Jacksonville; and The Bank of Tallahassee, Tallahassee.

- Approved, March 23, 2007 

Atlanta

First Southwest Corporation, McComb, Mississippi -- request for relief from a 

commitment in connection with First Southwest Corporation ESOP.

- Granted, March 23, 2007 

Atlanta

FMCB Holdings, Inc., Senoia, Georgia -- to acquire First Choice Community Bank, 

Dallas, a de novo bank.

- Approved, March 20, 2007 

Atlanta

Franklin Financial Services Corporation, Chambersburg, Pennsylvania -- relief from 

a commitment.

- Granted, March 23, 2007 

Director, BS&R

Great Western Bancorporation, Inc., Omaha, Nebraska -- waiver of application to 

acquire Sunstate Bank, Casa Grande, Arizona, in connection with the merger of 

Sunstate Bank with Great Western Bank, Watertown, South Dakota.

- Granted, March 22, 2007 

Chicago

(AC) = Addition or Correction Delegated - Page 3 of 6
H.2 Actions under delegated authority March 18, 2007 to March 24, 2007

Bank Holding Companies

Kansas Pacific Investments, LLC, Hays, Kansas -- to become a bank holding 

company and to acquire First National Bank.

- Withdrawn, March 21, 2007 

Kansas City

Montana Business Capital Corporation, Missoula, Montana -- to become a bank 

holding company and to acquire Bank of Montana, a de novo bank, and to engage 

in commercial and residential loan origination activities.

- Withdrawn, March 22, 2007 

Minneapolis

NHB Holdings, Inc., Jacksonville, Florida, and Proficio Mortgage Ventures, LLC -- 

to engage de novo in mortgage banking activities through a joint venture with Plus 

Relocation Mortgage Solutions, Minneapolis, Minnesota

- Approved, March 22, 2007 

San Francisco

State Street Corporation, Boston, Massachusetts -- waiver of application to acquire 

Investors Financial Services Corp. in connection with the merger of Investors Bank 

& Trust Company with State Street Bank and Trust Company.

- Withdrawn, March 19, 2007 

Boston

Bank Premises

Peoples Community Bank, Montross, Virginia -- to increase its investment in bank 

premises.

- Approved, March 21, 2007 

Richmond

Banks, State Member

State Street Bank and Trust Company, Boston, Massachusetts -- to acquire shares of 

Investors International Corporation.

- Withdrawn, March 19, 2007 

Boston

(AC) = Addition or Correction Delegated - Page 4 of 6
H.2 Actions under delegated authority March 18, 2007 to March 24, 2007

Change In Bank Control

First Federal Bancorp, Columbia, Mississippi -- change in bank control.

- Permitted, March 23, 2007 

Atlanta

L & M Bancshares, Inc., Shakopee, Minnesota -- change in bank control.

- Permitted, March 21, 2007 

Minneapolis

Premier Bancshares, Inc., Garland, Texas -- change in bank control.

- Permitted, March 20, 2007 

Dallas

Skagit State Bancorp, Burlington, Washington -- change in bank control.

- Permitted, March 23, 2007 

San Francisco

Extensions Of Time

East Penn Bank, Emmaus, Pennsylvania -- extension to March 21, 2008, to 

establish a branch at 2985 Macarthur Road, Whitehall Township.

- Granted, March 19, 2007 

Philadelphia

Oswego Community Bank Employee Stock Ownership Plan, Oswego, Illinois -- 

extension to June 21, 2007, to increase its ownership from 37.71 percent to 51 

percent of the shares of Oswego Bancshares, Inc. and thereby increase its 

ownership of Oswego Community Bank.

- Granted, March 21, 2007 

Chicago

SV Bancorp, Inc., Wyoming, Ohio -- extension to June 25, 2007, to become a bank 

holding company and to acquire Spring Valley Bank.

- Granted, March 23, 2007 

Cleveland

(AC) = Addition or Correction Delegated - Page 5 of 6
H.2 Actions under delegated authority March 18, 2007 to March 24, 2007

Financial Holding Companies

Emclaire Financial Corp, Emlenton, Pennsylvania -- election to become a financial 

holding company.

- Effective, March 22, 2007 

Cleveland

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

Federal Reserve Bank of Boston

Filings received during the week ending March 24, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3

* 3A5

4c8

04/04/2007

04/05/2007

Chittenden Corporation, Burlington, Vermont

to acquire: i) Merrill Merchants Bancshares,

Inc. and Merrill Merchants Bank, both of

Bangor, Maine, pursuant to sections 3(a)(3)

and 3(a)(5) of the BHC Act; and ii) greater

than 5% of M&M Consulting Limited Liability

Company, Bangor, Maine and Profit

Protection, L.L.C., Fort Lauderdale, Florida

pursuant to section 4(c)(8) of the BHC Act.

CHITTENDEN CORPORATION

Newspaper:

Federal Register:

* 3A3 03/14/2007

03/14/2007

Merrimack Bancorp, MHC, Concord, New

Hampshire to acquire 100% of the voting

shares of Bow Mills Bank, Bow, New

Hampshire pursuant to section 3(a)(3) of the

BHC Act.

MERRIMACK BANCORP MHC

Newspaper:

Federal Register:

* 3A3 Not available

* 3A5 04/12/2007

MountainOne Financial Partners, MHC and

MountainOne Financial Partners, Inc., both of

North Adams, Massachusetts, to acquire South

Coastal Holdings, MHC and its subsidiary

bank, South Coastal Bank, both of Rockland,

Massachusetts, pursuant to sections 3(a)(3) and

3(a)(5) of the Bank Holding Company Act of

1956, as amended.

MOUNTAINONE FINANCIAL

PARTNERS, MHC

Newspaper:

Federal Register:

* 18C Not available

Not applicable

State Street Bank and Trust Company, Boston,

Massachusetts (SSBT) to merge with Investors

Bank & Trust Company, Boston,

Massachusetts, with SSBT as the surviving

entity.

STATE STREET BANK AND

TRUST COMPANY

Newspaper:

Federal Register:

* Branch Not available

Not applicable

Application by State Street Bank and Trust

Company, Boston, Massachusetts (SSBT) to

retain the main office of Investors Bank &

Trust Company, Boston, Massachusetts (IBT),

located at 200 Clarendon Street, Boston,

Massachusetts, and to operate that office as a

branch pursuant to section 9 of the Federal

Reserve Act and section 208.6 of Regulation H,

subsequent to the merger of SSBT and IBT.

STATE STREET BANK AND

TRUST COMPANY

Newspaper:

Federal Register:

* 3A3 Not available

* 3A5 04/19/2007

Application by State Street Corporation,

Boston, Massachusetts to acquire Investors

Financial Services Corporation, and its

subsidiary bank, Investors Bank & Trust

Company, both of Boston, Massachusetts,

pursuant to sections 3(a)(3) and 3(a)(5) of the

Bank Holding Company Act of 1956, as

amended.

STATE STREET

CORPORATION

* 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 March 24, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3 Not available

Not available

Australia and New Zealand Banking Group

Limited, Melbourne, Australia to acquire

Citizens Bancorp and indirectly its wholly

owned subsidiary, Citizen's Security Bank,

both located in Hagatna, Guam.

AUSTRALIA AND NEW

ZEALAND BANKING GROUP

LIMITED

Newspaper:

Federal Register:

Other Foreign Not available

Not applicable

Banco Santander International, Miami,

Florida, an Edge Corporation held by Banco

Santander Central Hispano, Madrid, Spain, to

establish a domestic branch in Seattle,

Washington.

BANCO SANTANDER

INTERNATIONAL

Newspaper:

Federal Register:

* 3A1

* 3A3

* 3A5

04/14/2007

04/13/2007

The Bank of New York Mellon Corporation,

New York, New York ("BNY Mellon")

requests prior approval for the merger of

Mellon Financial Corporation, Pittsburgh,

Pennsylvania and The Bank of New York

Company, Inc., New York, New York, with

and into BNY Mellon, and the acquisition of

each of their subsidiary banks and bank

holding companies.

BANK OF NEW YORK

MELLON CORPORATION THE

Newspaper:

Federal Register:

* 3A1 04/15/2007

04/16/2007

Boymelgreen Financial Holdings Inc., to

become a one-bank holding company by

acquiring LibertyPointe Bank, both of New

York, New York.

BOYMELGREEN FINANCIAL

HOLDINGS INC.

Newspaper:

Federal Register:

Investment Not applicable

Not applicable

Citibank, N.A., Las Vegas, Nevada, on behalf

of itself and its Edge corporation subsidiary,

Citibank Overseas Investment Corporation,

New Castle, Delaware, to make an additional

investment in Citibank Investments Limited

and Citibank International plc, both of

London, United Kingdom.

CITIBANK, N.A.

Newspaper:

Federal Register:

Investment Not applicable

Not applicable

Request by Citibank, N.A. Las Vegas, Nevada,

on behalf of itself and its Edge corporation

subsidiary, Citibank Overseas Investment

Corporation ("COIC"), New Castle, Delaware,

for a waiver to exempt the amount of

investments in Citibank Investments Limited

and Citibank International plc, both of

London, United Kingdom, from the Regulation

K aggregate investment limit.

CITIBANK, N.A.

Newspaper:

Federal Register:

* Branch

Not applicable

Manufacturers and Traders Trust Company 03/31/2007

requests approval to open and occupy a

full-service branch to be located at 7604 Belair

Road, Fullerton, Baltimore County, Maryland

21236.

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 March 24, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 04/19/2007

04/19/2007

First Priority Financial Corp., Malvern, PA, to

form a bank holding company by acquiring

First Priority Bank, Malvern, PA

First Priority Financial Corp.

* 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

189419 SUSQUEHANNA PATRIOT BK, MARLTON, NEW JERSEY 10/02/2006 03/20/2007 O Large Bank

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 March 24, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

Fifth Third Bank, Grand Rapids, MI to 02/27/2007

establish a branch at 956 Wolfrum Road,

Weldon Springs, MO.

FIFTH THIRD BANK

Newspaper:

Federal Register:

* Branch

Not applicable

Fifth Third Bank, Grand Rapids, MI to 02/15/2007

establish a branch at 15321 Latitude Drive,

Bonita Springs, FL.

FIFTH THIRD BANK

Newspaper:

Federal Register:

* Branch

Not applicable

Fifth Third Bank, Grand Rapids, MI to 02/01/2007

establish a branch at 8101 Sorrento Lane,

Naples, FL.

FIFTH THIRD BANK

Newspaper:

Federal Register:

* Branch

Not applicable

Fifth Third Bank, Grand Rapids, MI to 03/20/2007

establish a branch at 16509 Fish Hawk

Boulevard, Tampa, FL.

FIFTH THIRD BANK

Newspaper:

Federal Register:

* Branch

Not applicable

Fifth Third Bank, Grand Rapids, MI to 03/20/2007

establish a branch at 1495 North Rock Springs

Road, Apopka, FL.

FIFTH THIRD BANK

Newspaper:

Federal Register:

* 3A5 Not available

Not available

Gillmor Financial Services, Inc., Old Fort,

Ohio, to acquire 4.99 percent of Panther

Community Bank, NA, Lehigh Acres, Florida

GILLMOR FINANCIAL

SERVICES, INC.

Newspaper:

Federal Register:

* 3A5 04/11/2007

04/09/2007

LNB Bancorp, Inc., Lorain, OH to acquire

Morgan Bancorp, Inc., and its wholly-owned

bank subsidiary, Morgan Bank, N.A., both

located in Hudson, OH pursuant to Section

3(a)(5) of the Bank Holding Company Act.

LNB BANCORP INC.

Newspaper:

Federal Register:

* Branch

Not applicable

Sky Bank, Salineville, OH to establish a 03/31/2007

brnach at Irvington Financial Center, 5720

East Washington Street, Indianapolis, IN.

SKY BANK

Newspaper:

Federal Register:

* 3A1 04/08/2007

04/16/2007

Waterford Bancorp, Inc., Sylvania Township,

OH to become a bank holding company by

acquiring 100% of the voting shares of

Waterford Bank, N.A., Sylvania Township,

OH pursuant to Section 3(a)(1) of the Bank

Holding Company Act.

Waterford 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

615217 NORTH SIDE B&TC, CINCINNATI, OHIO 11/13/2006 03/19/2007 S Int Sm Bank

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 March 24, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 18C Not available

Not applicable

Capital One Bank, Glen Allen, Virginia, to

acquire certain assets and assume certain

liabilities of Capital One, F.S.B., McLean,

Virginia.

CAPITAL ONE BANK

Newspaper:

Federal Register:

4c8 Not applicable

04/03/2007

PSB Holding Corp., Preston, Maryland, to

engage in the origination and sale of

residential mortgage loans to the secondary

marketng through the retention of 100% of the

voting securities of Community Bank

Mortgage Corporation, Easton, Maryland.

PSB HOLDING CORP.

* 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 March 24, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

Anchor Commercial Bank, Juno Beach, 03/28/2007

Florida, to establish a branch located at 11025

RCA Center Drive, Palm Beach Gardens,

Florida.

ANCHOR COMMERCIAL

BANK

Newspaper:

Federal Register:

* 3A3

Not available

CNLBancshares, Inc., Orlando, Florida, to 04/16/2007

acquire 100 percent of the outstanding shares

of CNLBank, Southwest Florida, Bonita

Springs, Florida (in organization).

CNLBANCSHARES, INC.

Newspaper:

Federal Register:

* Branch

Not applicable

Cumberland Bank, Franklin, Tennessee, to 03/31/2007

establish branches at the following locations:

1470 South Church Street, Murfreesboro,

Tennessee, and 9200 Carothers Parkway,

Franklin, Tennessee.

CUMBERLAND BANK

Newspaper:

Federal Register:

* 3A1 Not available

Not available

First Guaranty Bancshares, Inc., Hammond,

Louisiana, to become a bank holding company

by acquiring 100 percent of the outstanding

shares of First Guaranty Bank, Hammond,

Louisiana.

FIRST GUARANTY

BANCSHARES, INC.

Newspaper:

Federal Register:

* 4c8 Not available

Not available

First Guaranty Bancshares, Inc., Hammond,

Louisiana, to acquire 100 percent of the

outstanding shares of Homestead Bancorp,

Inc., and its subsidiary, Homestead Bank, both

of Ponchatoula, Louisiana, and thereby engage

in operating a savings association.

FIRST GUARANTY

BANCSHARES, INC.

Newspaper:

Federal Register:

* 3A1 Not available

Not available

First IC Financial Corp., Doraville, Georgia, to

become a bank holding company by acquiring

100 percent of the outstanding shares of First

Intercontinental Bank, Doraville, Georgia.

FIRST IC FINANCIAL CORP.

Newspaper:

Federal Register:

* 3A3

Not available

Gateway Financial Holdings of Florida, Inc., 04/18/2007

Ormond Beach, Florida, to acquire 100 percent

of the outstanding shares of Gateway Bank of

Central Florida, Ocala, Florida (in

organization).

GATEWAY FINANCIAL

HOLDINGS OF FLORIDA, INC.

Newspaper:

Federal Register:

* 3A1 Not available

Not available

Independent Bancshares, Inc. Employee Stock

Ownership Plan, Red Bay, Alabama, to become

a bank holding company by retaining 25.76

percent of the outstanding shares of

Independent Bancshares, Inc., and its

subsidiaries, Community Spirit Bank, both of

Red Bay, Alabama, Spirit Bancshares, Inc.,

and Spirit Bank, both of Belmont, Mississippi.

INDEPENDENT

BANCSHARES, INC.

EMPLOYEE STOCK

OWNERSHIP PLAN

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

Federal Reserve Bank of Atlanta

Filings received during the week ending March 24, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

Regions Bank, Birmingham, Alabama, to 03/30/2007

establish branches at the following locations:

3908 Veterans Boulevard, Metairie, Louisiana,

to be known as the Cleary Branch; 100 Morgan

Keegan Drive, 2nd floor, Little Rock,

Arkansas, to be known as the Little Rock

Morgan Keegan Private Banking Office; and

Aegon Center, 20th floor, 400 West Market

Street, Suite 2050, Louisville, Kentucky, to be

known as the Aegon Center Private Banking

Office.

REGIONS BANK

* 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 March 24, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3 Not available

04/13/2007

1st Source Corporation, South Bend, Indiana,

to acquire 100 percent of the voting shares of

FINA Bancorp, Inc., Valparaiso, Indiana, and

thereby indirectly acquire First National Bank

of Valparaiso, Valparaiso, Indiana.

1ST SOURCE CORPORATION

Newspaper:

Federal Register:

* 4c8 Not available

04/16/2007

Capitol Bancorp, Ltd., Lansing, Michigan, to

convert Ohio Commerce Bank, Beachwood,

Ohio, into thrift institutions and thereby

operate savings institutions.

CAPITOL BANCORP LTD.

Newspaper:

Federal Register:

* Branch Not available

Not applicable

Comerica Bank, Detroit, Michigan, to establish

five branches at the following locations:

Woodridge & I-610, Houston, Texas, Buffalo

Speedway & US Hwy 59, Houston, Texas, Bay

Area Blvd. & I-45, Webster, Texas, 110 E.

John Carpenter Fwy, Irving, Texas, and 4581

Frankford Road, Dallas, Texas.

COMERICA BANK

Newspaper:

Federal Register:

* 3A5 Not available

04/16/2007

Firstbank Corporation, Alma, Michigan, to

merge with ICNB Financial Corporation,

Ionia, Michigan, and thereby indirectly acquire

Ionia County National Bank of Ionia, Ionia,

Michigan.

FIRSTBANK CORPORATION

Newspaper:

Federal Register:

* 18C

* Branch Not applicable

Isabella Bank and Trust, Mt. Pleasant, 03/23/2007

Michigan, to merge with FSB Bank,

Breckenridge, Michigan, and thereby to

establish 5 branches.

ISABELLA BANK AND TRUST

Newspaper:

Federal Register:

* 3A1 Not available

4c8 Not available

Layton Park Financial Group, Inc., Milwaukee,

Wisconsin, to become a bank holding company

by acquiring 100 percent of the voting shares

of Layton State Bank, Milwaukee, Wisconsin,

and to engage de novo in lending activities.

Layton Park Financial Group, Inc.

Newspaper:

Federal Register:

* 18C

* Branch Not applicable

M&I Marshall & Ilsley Bank, Milwaukee, 03/29/2007

Wisconsin, to acquire certain of the assets and

assume certain of the liabilities of Fidelity

Bank, Norcross, Georgia, and thereby to

establish a branch at 640 East SR 434,

Longwood, Florida.

M&I MARSHALL & ILSLEY

BANK

Newspaper:

Federal Register:

* 18C

* Branch Not applicable

M&I Marshall & Ilsley Bank, Milwaukee, 03/29/2007

Wisconsin, to merge with United Heritage

Bank, Orlando, Florida, and thereby to

establish 13 branches.

M&I MARSHALL & ILSLEY

BANK

Newspaper:

Federal Register:

* 18C

* Branch Not applicable

M&I Marshall & Ilsley Bank, Milwaukee, 03/29/2007

Wisconsin, to acquire substantially all of the

assets and assume substantially all of the

liabilities of United Heritage Bank, Orlando,

Florida, and thereby to establish 12 branches.

M&I MARSHALL & ILSLEY

BANK

Newspaper:

Federal Register:

* Branch

Not applicable

M&I Marshall & Ilsley Bank, Milwaukee, 03/21/2007

Wisconsin, to establish a branch facility to be

located at 14850 N. Scottsdale Road,

Scottsdale, Arizona.

M&I MARSHALL & ILSLEY

BANK

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

Federal Reserve Bank of Chicago

Filings received during the week ending March 24, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A5 Not available

04/16/2007

Marshall & Ilsley Corporation, Milwaukee,

Wisconsin, to acquire 100 percent of the voting

shares of Excel Bank Corporation,

Minneapolis, Minnesota, and thereby indirectly

acquire Excel Bank Minnesota, Minneapolis,

Minnesota.

MARSHALL & ILSLEY

CORPORATION

Newspaper:

Federal Register:

* 3A3 04/07/2007

04/09/2007

Paramount Bancorp, Inc., Farmington Hills,

Michigan, to acquire 100 percent of the voting

shares of Paramount Bank Nevada (in

organization), Las Vegas, Nevada.

PARAMOUNT BANCORP, INC.

Newspaper:

Federal Register:

Member Not applicable

Not applicable

Paramount Bank Nevada, Las Vegas, Nevada,

to become a member of the Federal Reserve

System.

PARAMOUNT BANK NEVADA

* 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

542649 CHEMICAL BK, MIDLAND, MICHIGAN 08/07/2006 03/19/2007 S Large Bank

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 March 24, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3

* 3A5 Not available

Lea M. McMullan Trust, Shelbyville, 04/23/2007

Kentucky, to indirectly acquire 100 percent of

Fort Knox National Bancorp, Inc., Radcliff,

Kentucky, and thereby indirectly acquire Fort

Knox National Bank, Radcliff, Kentucky. Also

a companion filing for Citizens Union Bancorp

of Shelbyville, Inc., Shelbyville, Kentucky, to

acquire 100 percent of Fort Knox National

Bancorp, Inc., Radcliff, Kentucky, and thereby

indirectly acquire Fort Knox National Bank,

Radcliff, Kentucky.

LEA M. MCMULLAN TRUST

* 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

33147 FARMERS B&TC, BLYTHEVILLE, ARKANSAS 12/04/2006 03/19/2007 S Small Bank

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 March 24, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

1st Bank, Evanston, Wyoming, to merge with

North Side State Bank of Rock Springs, Rock

Springs, Wyoming, and incident thereto

proposes to establish a branch at 601 North

Front Street, Rock Springs, Wyoming.

1ST BANK

Newspaper:

Federal Register:

* 3A3 03/28/2007

04/02/2007

BlackRidge Financial, Inc., Fargo, North

Dakota, to acquire 100 percent of

BlackRidgeBANK, Fargo, North Dakota, a de

novo bank.

BLACKRIDGE FINANCIAL,

INC.

Newspaper:

Federal Register:

* 3A3

Member

04/13/2007

04/09/2007

Hayward Bancshares, Inc., Eau Claire,

Wisconsin, to acquire 100 percent of Summit

Community Bank, Maplewood, Minnesota, and

incident thereto, Summit Community Bank,

Maplewood, Minnesota, a de novo bank, to

become a member of the Federal Reserve

System.

HAYWARD 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

2631172 STATE BK FNCL, LA CROSSE, WISCONSIN 12/04/2006 03/16/2007 S Int Sm Bank

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 March 24, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 Not available

* 3A3 04/20/2007

BOK Financial Corporation, Tulsa, Oklahoma,

to acquire, through its subsidiary BOKF

Merger Corporation Number Twelve, Tulsa,

Oklahoma, 100 percent of the voting shares of

Worth Bancorporation, Inc., parent of Worth

National Bank, both in Lake Worth, Texas.

Immediately thereafter, BOKF Merger

Corporation Number Twelve, Tulsa,

Oklahoma, will merge into Worth

Bancorporation, Inc., Lake Worth, Texas.

BOK FINANCIAL

CORPORATION

Newspaper:

Federal Register:

* 3A3 Not available

04/06/2007

Citizens National Corporation, Wisner,

Nebraska, to acquire 100 percent of the voting

shares of Spalding City Corporation, Omaha,

Nebraska, parent of Spalding City Bank,

Spalding, Nebraska.

CITIZENS NATIONAL

CORPORATION

Newspaper:

Federal Register:

* 3A3 Not available

04/12/2007

Dickinson Financial Corporation II and

Dickinson Financial Corporation, Kansas City,

Missouri, to acquire 100 percent of the voting

shares of SunBank, N.A., Phoenix, Arizona.

DICKINSON FINANCIAL

CORPORATION II

Newspaper:

Federal Register:

* 3A1 Not available

03/19/2007

Farmers and Drovers Financial Corp., Council

Grove, Kansas, to become a bank holding

company through the acquisition of 100

percent of the voting shares of Farmers and

Drovers Bank, Council Grove, Kansas.

FARMERS AND DROVERS

FINANCAL CORP

Newspaper:

Federal Register:

CIC Not available

03/30/2007

Notice by Douglas J. Compton, Lawrence,

Kansas, to acquire control of First Financial

Bancshares, Inc., parent of The Lawrence

Bank, both in Lawrence, Kansas, through the

acquisition of voting shares.

FIRST FINANCIAL

BANCSHARES, INC.

Newspaper:

Federal Register:

CIC Not available

04/10/2007

Notification by William Scott Martin Trust,

and William S. Martin, Miami Beach, Florida,

as trustee, to acquire control of Green Country

Bancorporation, Inc., parent of The First State

Bank, both in Ketchum, Oklahoma.

GREEN COUNTRY

BANCORPORATION, 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

12656 EMERALD BK, BURDEN, KANSAS 12/11/2006 03/14/2007 S Small Bank

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 March 24, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A5 Not available

Not available

First Bank Lubbock Bancshares, Inc., Lubbock,

Texas, and Outsource Delaware Capital Group,

Inc., Dover, Delaware, to acquire by merger

100 percent of Wilson Bancshares, Inc.,

Wilson, Texas, and indirectly acquire Wilson

State Bank, Wilson, Texas.

FIRST BANK LUBBOCK

BANCSHARES, INC.

Newspaper:

Federal Register:

* 3A3 Not available

04/20/2007

SWNB Bancorp, Inc., Houston, Texas, to

acquire 100 percent of Nevada National Bank,

Las Vegas, Nevada (de novo).

SWNB BANCORP, INC.

Newspaper:

Federal Register:

* Branch

Not applicable

United Bank of El Paso del Norte, El Paso, 03/26/2007

Texas, to establish a branch to be located at

1726 Zaragoza, Suite C-D, El Paso, Texas

79936.

UNITED BANK OF EL PASO

DEL NORTE

* 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 March 24, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

3A1 Not applicable

Not applicable

Bank of Marin Bancorp to become a bank

holding company by acquiring 100 percent of

Bank of Marin, both of Novato, California.

Bank of Marin Bancorp

Newspaper:

Federal Register:

3A1 Not applicable

Not applicable

Capital Pacific Bancorp to become a bank

holding company by aquiring 100 percent of

Capital Pacific Bank, both of Portland, Oregon.

CAPITAL PACIFIC BANCORP

Newspaper:

Federal Register:

* 3A3 04/02/2007

04/02/2007

Franklin Resources, Inc., San Mateo,

California, to retain 8.11 percent of Coast

Financial Holdings, Inc., and thereby indirectly

retain its subsidiary, Coast Bank of Florida,

both of Bradenton, Florida.

FRANKLIN RESOURCES, INC.

* 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