Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 15

Week Ending April 14, 2007

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions April 8, 2007 to April 14, 2007

Bank Holding Companies

Assabet Valley Bancorp, Hudson, Massachusetts -- commenter's request for 

reconsideration of the Federal Reserve Bank of Boston's approval of the 

applications to acquire Westborough Bancorp, MHC, Westborough, Westborough 

Financial Services, Inc., and The Westborough Bank.

- Denied, April 12, 2007 

Regulations And Policies

Basel II Capital Rule -- response to the Government Accountability Office's report, 

"Risk-Based Capital: Bank Regulators Need to Improve Transparency and 

Overcome Impediments to Finalizing the Proposed Basel II Framework."

- Approved, April 13, 2007 

Check 21 -- report to Congress on the implementation of the Check Clearing for the 

21st Century Act.

- Approved, April 12, 2007 

(AC) = Addition or Correction Board - Page 1 of 1
April 8, 2007 to April 14, 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

1st United Bank, Boca Raton, Florida -- to establish a branch at 2855 North 

University Drive, Coral Springs.

- Approved, April 9, 2007 

Atlanta

Anchor Commercial Bank, Juno Beach, Florida -- to establish a branch at 11025 

RCA Center Drive, Palm Beach Gardens.

- Approved, April 11, 2007 

Atlanta

Comerica Bank, Detroit, Michigan -- to establish branches at 110 East John 

Carpenter Freeway, Irving, Texas; Bay Area Boulevard and I-45, Webster; 4581 

Frankford Road, Dallas; Woodridge and I-610, Houston; and Buffalo Speedway and 

U.S. 59.

- Approved, April 12, 2007 

Secretary

Commerce Union Bank, Springfield, Tennessee -- to establish a branch at 714 

Nashville Pike, Gallatin.

- Approved, April 12, 2007 

Atlanta

Fifth Third Bank, Grand Rapids, Michigan -- to establish a branch at 3244 East 

Colonial Drive, Orlando, Florida.

- Approved, April 12, 2007 

Cleveland

LegacyTexas Bank, Plano, Texas -- to establish a branch at 1300 South University 

Drive, Fort Worth.

- Approved, April 10, 2007 

Dallas

(AC) = Addition or Correction Delegated - Page 1 of 7
H.2 Actions under delegated authority April 8, 2007 to April 14, 2007

Bank Branches, Domestic

Lindell Bank & Trust Company, St. Louis, Missouri -- to establish a branch at 3059 

Clarkson Road, Ellisville.

- Approved, April 12, 2007 

St. Louis

Manufacturers and Traders Trust Company, Buffalo, New York -- to establish a 

seasonal-use, limited-service branch at M&T Bank Stadium, 1101 Russell Street, 

Baltimore, Maryland.

- Approved, April 10, 2007 

Secretary

Placer Sierra Bank, Auburn, California -- to establish a branch at 781 Pleasant 

Grove Boulevard, Roseville.

- Approved, April 9, 2007 

San Francisco

Regions Bank, Birmingham, Alabama -- to establish branches at 607 Dunlawton 

Avenue, Port Orange, Florida, and 2410 South Ridgewood Avenue, Daytona.

- Approved, April 11, 2007 

Atlanta

SunTrust Bank, Atlanta, Georgia -- to establish a branch at 276 East Bay Street, 

Charleston, South Carolina.

- Approved, April 12, 2007 

Secretary

United Bank of El Paso del Norte, El Paso, Texas -- to establish a branch at 1726 

Zaragoza Road.

- Approved, April 11, 2007 

Dallas

Bank Holding Companies

Banco de Sabadell, S.A., Sabadell, Spain -- to become a bank holding company and 

to acquire TransAtlantic Holding Corp., Miami, Florida, and TransAtlantic Bank.

- Approved, April 10, 2007 

Atlanta

(AC) = Addition or Correction Delegated - Page 2 of 7
H.2 Actions under delegated authority April 8, 2007 to April 14, 2007

Bank Holding Companies

Bank of Florida Corporation, Naples, Florida -- waiver of application in connection 

with the acquisition of Old Florida Bancshares, Fort Myers, and Old Florida Bank.

- Granted, April 12, 2007 

Atlanta

Banner Corporation, Walla Walla, Washington -- to merge with San Juan Financial 

Holding Company, Friday Harbor, and thereby acquire its subsidiary, Islanders Bank.

- Approved, April 9, 2007 

San Francisco

Chittenden Corporation, Burlington, Vermont -- to acquire Merrill Merchants 

Bancshares, Inc., Bangor, Maine, Merrill Merchants Bank, and more than 5 percent 

of the shares of M&M Consulting LLC, and Profit Protection, LLC, Fort 

Lauderdale, Florida.

- Approved, April 12, 2007 

Boston

Citizens National Corporation, Wisner, Nebraska -- to acquire Spalding City 

Corporation, Omaha, Spalding City Bank, Spalding, and Spalding City Agency, 

Inc., and thereby engage in insurance activities.

- Approved, April 12, 2007 

Kansas City

Coastal Community Investments, Inc., Panama City Beach, Florida -- relief from a 

commitment.

- Granted, April 9, 2007 

Atlanta

First Bancorp. of Durango, Inc., Inverness, Illinois -- to acquire Grants State Bank, 

Grants, New Mexico.

- Approved, April 11, 2007 

Kansas City

First IC Financial Corp., Doraville, Georgia -- to become a bank holding company 

and to acquire First Intercontinental Bank.

- Withdrawn, April 12, 2007 

Atlanta

(AC) = Addition or Correction Delegated - Page 3 of 7
H.2 Actions under delegated authority April 8, 2007 to April 14, 2007

Bank Holding Companies

Franklin Resources, Inc., San Mateo, California -- to retain 8.11 percent of the 

shares of Coast Financial Holdings, Inc., Bradenton, Florida, and thereby retain 

Coast Bank of Florida.

- Approved, April 9, 2007 

San Francisco

Greene County Bancshares, Inc., Greeneville, Tennessee -- to merge with Civitas 

BankGroup, Inc., Franklin, and thereby acquire its subsidiary, Cumberland Bank.

- Approved, April 9, 2007 

Atlanta

Huntington Bancshares Incorporated, Columbus, Ohio -- commenter's request to 

extend the comment period on the application to merge with Sky Financial Group, 

Inc., Bowling Green, and thereby acquire Sky Bank, Salineville.

- Denied, April 10, 2007 

Secretary

Lauritzen Corporation, Omaha, Nebraska; First National of Nebraska, Inc; and First 

National of Illinois, Inc. -- to acquire First Marengo Financial Corporation, 

Marengo, Illinois, and its subsidiary, The First National Bank of Marengo.

- Approved, April 13, 2007 

Secretary

Madison Financial Corporation, Madison, Mississippi -- relief from a commitment.

- Granted, April 12, 2007 

Atlanta

Merrimack Bancorp MHC, Concord, New Hampshire -- to acquire Bow Mills Bank, 

Bow.

- Approved, April 10, 2007 

Boston

(AC) = Addition or Correction Delegated - Page 4 of 7
H.2 Actions under delegated authority April 8, 2007 to April 14, 2007

Bank Holding Companies

Minier Financial, Inc. Employee Stock Ownership Plan w/401(K) Provisions, 

Minier, Illinois -- to increase its ownership from 26.12 percent to no more than 51 

percent of the shares of Minier Financial, Inc. and thereby increase its ownership of 

First Farmers State Bank.

- Approved, April 11, 2007 

Chicago

Omega Capital Corp., Centennial, Colorado -- to become a bank holding company 

and to acquire Front Range Bancshares, Inc., Lakewood, and Front Range Bank.

- Approved, April 11, 2007 

Kansas City

Paramount Bancorp, Inc., Farmington Hills, Michigan -- to acquire Paramount Bank 

Nevada, Las Vegas, Nevada, a de novo bank, and for the bank to become a member 

of the Federal Reserve System.

- Approved, April 13, 2007 

Chicago

PSB Holding Corp., Preston, Maryland -- to retain Community Bank Mortgage 

Corporation, Easton, and thereby engage in the origination and sale of residential 

mortgage loans.

- Approved, April 9, 2007 

Richmond

Tri-County Holdings, Inc., Dongola, Illinois -- to become a bank holding company 

and to acquire The First State Bank of Dongola.

- Approved, April 11, 2007 

St. Louis

Bank Mergers

1st Bank, Evanston, Wyoming -- to merge with North Side State Bank of Rock 

Springs, Rock Springs, and thereby establish a branch.

- Approved, April 11, 2007 

Minneapolis

(AC) = Addition or Correction Delegated - Page 5 of 7
H.2 Actions under delegated authority April 8, 2007 to April 14, 2007

Bank Mergers

M&I Marshall & Ilsley Bank, Milwaukee, Wisconsin -- to engage in a series of 

transactions after United Heritage Bank, Longwood, Florida, becomes its affiliate 

that would facilitate the merger of United Heritage Bank into M&I Marshall & 

Ilsley Bank, the sale of the shares of United Heritage Bank to Fidelity Southern 

Corporation, Atlanta, Georgia, and the operation of branches at United Heritage 

Bank's existing locations, or, in the alternative, to merge with United Heritage Bank 

and operate branches at the bank's existing locations.

- Approved, April 3, 2007 (AC)

Secretary

Banks, Foreign

Banco Santander International, Miami, Florida -- to amend its articles of association.

- Approved, April 13, 2007 

New York

Change In Bank Control

Farmers Bancshares, Inc., Hardinsburg, Kentucky -- change in bank control.

- Permitted, April 9, 2007 

St. Louis

NBOG Bancorporation, Inc., Gainesville, Georgia -- change in bank control.

- Permitted, April 10, 2007 

Atlanta

United Americas Bankshares, Inc., Atlanta, Georgia -- to retain control of United 

Americas Bankshares, Inc.

- Permitted, April 10, 2007 

Atlanta

Extensions Of Time

Farmers and Merchants Bank of Long Beach, Long Beach, California -- extension to 

May 11, 2008, to establish a branch at 2891 Park Avenue, Tustin.

- Granted, April 11, 2007 

San Francisco

(AC) = Addition or Correction Delegated - Page 6 of 7
H.2 Actions under delegated authority April 8, 2007 to April 14, 2007

Extensions Of Time

Home Valley Bank, Grants Pass, Oregon -- extension to May 17, 2008, to establish 

a branch at 5080 Monument Drive.

- Granted, April 11, 2007 

San Francisco

PointBank, Pilot Point, Texas -- extension to June 1, 2008, to establish a branch at 

4920 Long Prairie Road, Flower Mound.

- Granted, April 13, 2007 

Dallas

Susquehanna Bank, Hagerstown, Maryland -- extension to December 21, 2007, to 

establish a branch at the intersection of Route 140 and Englar Road, Westminster.

- Granted, April 11, 2007 

Richmond

Financial Holding Companies

BB&T Corporation, Winston-Salem, North Carolina -- relief from certain 

commitments.

- Granted, April 9, 2007 

Director, BS&R

National Australia Bank Limited, Melbourne, Australia -- election to be treated as a 

financial holding company.

- Effective, April 13, 2007 

Director, BS&R

Regulations And Policies

Federal Open Market Committee -- minutes of the meeting on March 20-21, 2007.

- Published, April 11, 2007 

FOMC

(AC) = Addition or Correction Delegated - Page 7 of 7
District: 1

Federal Reserve Bank of Boston

Filings received during the week ending April 14, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A5 Not available

* 3A3 Not available

BankFive, MHC, and BankFive Corporation,

both of Fall River, Massachusetts to acquire

New Bedford Community Bancorp and its

subsidiary bank, Luzo Community Bank, both

of New Bedford, Massachusetts, pursuant to

sections 3(a)(3) and 

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

1956, as amended.

BANKFIVE, 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 applicable

Application by State Street Bank and Trust 04/20/2007

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

* 3A5

04/20/2007

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 April 14, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3 Not available

* 3A1 05/04/2007

Banco Bilbao Vizcaya Argentaria, S.A.

("BBVA"), Bilbao, Spain, to acquire Compass

Bancshares, Inc., Birmingham, Alabama, and

thereby indirectly acquire its U.S. bank

subsidiaries, Compass Bank, Birmingham,

Alabama, and Central Bank of the South,

Anniston, Alabama.

In addition, Circle Merger Corp., Birmingham,

Alabama, a wholly-owned subsidiary of

Compass Bancshares, Inc., to become a bank

holding company by acquiring Compass

Bancshares Inc., for a moment in time, to

facilitate the acquisition of Compass

Bancshares,

BANCO BILBAO VIZCAYA

ARGENTARIA, S.A.

Newspaper:

Federal Register:

* 3A3

4c8 Not available

The Bank of Nova Scotia, Toronto, Canada, to 05/11/2007

acquire voting shares of First BanCorp, San

Juan, Puerto Rico, and thereby indirectly

acquire FirstBank Puerto Rico, San Juan,

Puerto Rico, and indirectly acquire FirstBank

Florida, Miami, Florida, and thereby operate a

savings association.

BANK OF NOVA SCOTIA, THE

Newspaper:

Federal Register:

4c8 Not applicable

Not applicable

Community Bank System, Inc. ("CBSI"), New

York, is providing prior notice to acquire Hand

Benefits & Trust, Inc. and thereby engage in

employee benefit plan administration and trust

services.

COMMUNITY BANK SYSTEM,

INC.

Newspaper:

Federal Register:

FBSEA Not available

Not applicable

The Industrial and Commercial Bank of China,

Limited, Beijing, Peoples Republic of China is

applying to establish a branch in New York.

INDUSTRIAL AND

COMMERCIAL BANK OF

CHINA, LIMITED, THE

Newspaper:

Federal Register:

FBSEA Not available

Not applicable

Intesa Sanpaolo S.p.A., Turin, Italy, to retain

the federally licensed branch of former

Sanpoalo IMI, S.p.A., in New York, New

York.

INTESA SANPAOLO S.P.A.

* 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

940311 BANCO POPULAR DE PR, SAN JUAN, PUERTO RICO 08/21/2006 04/05/2007 O Large Bank

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 April 14, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

Susquehanna Bank PA, Lancaster, PA, to 04/16/2007

establish a branch office at 100 Sterling

Parkway, Suite 100, Mechanicsburg,

Cumberland County, PA.

SUSQUEHANNA BANK PA

* 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 April 14, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

Fifth Third Bank, Grand Rapids, MI to 04/21/2007

establish a branch at 4630 State Route 64 East,

Bradenton, FL.

FIFTH THIRD BANK

Newspaper:

Federal Register:

* Branch

Not applicable

Fifth Third Bank, Grand Rapids, MI to 04/21/2007

establish a branch at 17751 Gunn Highway,

Odessa, FL.

FIFTH THIRD BANK

Newspaper:

Federal Register:

* Branch

Not applicable

Fifth Third Bank, Grand Rapids, MI to 04/21/2007

establish a branch at 114 Hancock Bridge

Parkway West, Cape Coral, FL.

FIFTH THIRD BANK

Newspaper:

Federal Register:

* Branch

Not applicable

Fifth Third Bank, Grand Rapids, MI to 04/21/2007

establish a branch at 13001 North Dale Mabry

Highway, Tampa, FL.

FIFTH THIRD BANK

Newspaper:

Federal Register:

* Branch

Not applicable

Fifth Third Bank, Grand Rapids, MI to 04/21/2007

establish a branch at 96 Yorktown Shopping

Center, Lombard, IL.

FIFTH THIRD BANK

Newspaper:

Federal Register:

* Branch

Not applicable

Fifth Third Bank, Cincinnati, OH to establish a 04/21/2007

branch at 4724 Liberty Avenue, Bloomfield,

PA.

FIFTH THIRD BANK

Newspaper:

Federal Register:

* Branch

Not applicable

Fifth Third Bank, Cincinnati, OH to establish a 04/21/2007

branch at 2620 Washington Road,

Canonsburg, PA.

FIFTH THIRD BANK

* 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 April 14, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3 04/25/2007

05/11/2007

Cooperative Bankshares, Inc., Wilmington,

North Carolina, to acquire 100% of Bank of

Jefferson, Jefferson, South Carolina.

COOPERATIVE

BANKSHARES, INC.

Newspaper:

Federal Register:

* 3A3

* 18C

* Branch

04/23/2007

04/27/2007

Gateway Financial Holdings, Inc., Virginia

Beach, Virginia, to acquire 100% of the voting

securities of The Bank of Richmond, N.A.,

Richmond, Virginia.

GATEWAY FINANCIAL

HOLDINGS, INC.

Newspaper:

Federal Register:

* Branch

Not applicable

New Peoples Bank, Honaker, Virginia, 04/30/2007

proposes to establish a branch at 155 East Lee

Highway, Chilhowie, Virginia.

NEW PEOPLES BANK, INC.

* 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 April 14, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

Other Foreign

FBSEA Not applicable

Banco Davivienda S.A., Bogota, Columbia, (1) 05/04/2007

to acquire a majority of the shares of the

capital stock of Bancafe International, Miami,

Florida, and (2) to establish an international

branch.

BANCO DAVIVIENDA S.A.

Newspaper:

Federal Register:

* 3A1 05/03/2007

05/07/2007

Old Southern Bancorp, Inc., to become a bank

holding company by acquiring 100 percent of

the outstanding shares of Old Southern Bank,

both of Orlando, Florida.

OLD SOUTHERN BANCORP,

INC.

Newspaper:

Federal Register:

* 3A1 Not available

Not available

Palm Bancorp, Inc., Tampa, Florida, to

become a bank holding company by acquiring

100 percent of the outstanding shares of The

Palm Bank, Tampa, Florida.

PALM BANCORP, INC.

Newspaper:

Federal Register:

* Branch

Not applicable

Sun American Bank, Boca Raton, Florida, to 04/19/2007

establish a branch located at 9293 Glades

Road, Boca Raton, Florida, to be known as the

West Boca Branch of Sun American Bank.

SUN AMERICAN 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 April 14, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A5 04/14/2007

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:

* 3A3 Not available

05/04/2007

Capitol Bancorp, Ltd., Lansing, Michigan and

Capitol Development Bancorp Limited VI,

Lansing, Michigan, to acquire 51 percent of

the voting shares of USNY Bank (in

organization), Geneva, New York.

CAPITOL BANCORP LTD.

Newspaper:

Federal Register:

* 18C

* Branch Not applicable

Centrue Bank, Streator, Illinois, to merge with 05/01/2007

Bank 10, Belton, Missouri, and thereby to

establish 5 branches, and the related

application by Centrue Bank, Streator, Illinois,

to establish a branch at 7700 Bonhomme,

Clayton, Missouri.

CENTRUE BANK

Newspaper:

Federal Register:

CIC Not available

Not available

Notice by Randall R. Schwartz, Orland Park,

Illinois, Susan M. Schwartz, Orland Park,

Illinois, Richard H. Schwartz, Lemont, Illinois,

Esther V. Schwartz, Lemont, Illinois, Clarence

J. Ludwig, Sarasota, Florida, Mary Lou

Ludwig, Sarasota, Florida, William D. Ludwig,

Lincoln, Nebraska, Linda S. Macaskill,

Sarasota, Florida, and John D. Macaskill,

Sarasota, Florida, to retain 25 percent or more

of the voting shares of First Personal Financial

Corp., Orland Park, Illinois, and thereby

indirectly retain shares of First Personal Bank,

Orland Park, Illinois.

FIRST PERSONAL FINANCIAL

CORP.

Newspaper:

Federal Register:

* 3A1 Not available

05/03/2007

Fox River Financial Corporation, Burlington,

Wisconsin, to become a bank holding company

by acquiring 100 percent of the voting shares

of Fox River State Bank, Burlington,

Wisconsin.

FOX RIVER FINANCIAL

CORPORATION

Newspaper:

Federal Register:

* 3A1 Not available

4c8 05/11/2007

GC Bancorp, Inc., Chicago, Illinois, to become

a bank holding company by acquiring 100

percent of the voting shares of Gold Coast

Bank (in organization), Chicago, Illinois, and

to engage de novo in extending credit and

servicing loans.

GC BANCORP, INC.

Newspaper:

Federal Register:

* 3A3 05/04/2007

05/07/2007

LeRoy C. Darby, Inc. Employee Stock

Ownership Plan with 401(K) Provisions,

Elkader, Iowa, to acquire an additional 83

shares of LeRoy C. Darby, Inc., Elkader, Iowa,

to increase its ownership from 36.0 percent to

91.33 percent, and thereby indirectly increase

its ownership in Freedom Bank, Elkader, Iowa.

LEROY C. DARBY, INC.

EMPLOYEE STOCK

OWNERSHIP PLAN

Newspaper:

Federal Register:

Foreign Branch Not applicable

Not applicable

Reg. K - The Northern Trust Company,

Chicago, Illinois, to establish a branch in

Beijing, China.

NORTHERN TRUST

COMPANY, THE

* 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 April 14, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

Member Not applicable

Not applicable

First Citizens Bank, Elizabethtown, Kentucky,

to become a member of the Federal Reserve

System.

FIRST CITIZENS BANK

Newspaper:

Federal Register:

CIC 05/01/2007

04/27/2007

Notice by Darrell Richard Wells, Louisville,

Kentucky, to gain control of Magnolia

Bancshares, Inc., Hodgenville, Kentucky.

MAGNOLIA BANCSHARES,

INC.

Newspaper:

Federal Register:

CIC 05/01/2007

04/27/2007

Notice by Rebecca Mason Irvine, Louisville,

Kentucky; James Edward Mason,

Elizabethtown, Kentucky; and Deborah Mason

Garner, New Albany, Indiana, as a group

acting in concert, to gain control of Magnolia

Bancshares, Inc., Hodgenville, Kentucky.

MAGNOLIA BANCSHARES,

INC.

Newspaper:

Federal Register:

* Branch

Not applicable

The Missouri Bank, Warrenton, Missouri, to 05/03/2007

establish a branch facility to be located at 3194

South Service Road East, Foristell, Missouri.

MISSOURI BANK, THE

Newspaper:

Federal Register:

* 3A5 05/09/2007

05/07/2007

Renasant Corporation, Tupelo, Mississippi, to

merge with Capital Bancorp, Inc., Nashville,

Tennessee, and thereby indirectly acquire

Capital Bank & Trust Company, Nashville,

Tennessee.

RENASANT CORPORATION

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

Federal Reserve Bank of St. Louis

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

1397471 BANK OF LITTLE ROCK, LITTLE ROCK, ARKANSAS 11/06/2006 04/03/2007 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 April 14, 2007

Filer Filing Type Filing Proposal End of Comment Period

NONE

* 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 April 14, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

Not available

Richard W. Willhour, Jr., Inola, Oklahoma;

Tommy L. Woods, Thomas J. O'Brien,

Matthew Q. Klimisch, and John R. Woolman,

all of Tulsa, Oklahoma; Stephen M. Murphy

and Curtis L. Roberts, both of Jenks,

Oklahoma, all to acquire control of the voting

common stock of CNBO Bancorp, Inc., Pryor,

Oklahoma, parent of Century National Bank of

Oklahoma, Pryor, Oklahoma.

CNBO BANCORP, INC.

Newspaper:

Federal Register:

* 3A3

Not available

Country Bancshares, Inc., Jamesport, Missouri, 04/30/2007

to acquire up to 14 percent of the voting shares

of Liberty First Bancshares, Inc., Liberty,

Missouri, and thereby indirectly acquire Park

Bank, Parkville, Missouri. Liberty First

Bancshares, Inc., Liberty, Missouri, to acquire

100 percent of the voting shares of Park Bank,

Parkville, Missouri.

COUNTRY BANCSHARES,

INC.

Newspaper:

Federal Register:

CIC Not available

04/24/2007

Notification by Jane A. Dickinson and Burton

K. Dickinson, both of Kansas City, Missouri,

as trustees of the Dickinson Family Stock

Retention Trust Dated February 9, 1999; the

Dickinson Grandchildren's Education Trust

Dated February 9, 1999; the Chillicothe

Properties Trust Dated July 30, 1998; to retain

control of Dickinson Financial Corporation II,

Kansas City, Missouri, and its subsidiaries

including: Dickinson Financial Corporation

and Bank Midwest, National Association, both

in Kansas City, Missouri; Armed Forces Bank,

National Association, Fort Leavenworth,

Kansas; Armed Forces Bank of California,

National Association, San Diego, California;

Adademy Bank, National Association,

Colorado Springs, Colorado; Southern

Commerce Bank, National Association,

Tampa, Florida; and SunBank, National

Association, Phoenix, Arizona, (in

organization). Jane and Burton Dickinson are

also filing to become members of the

Dickinson Family Group, a group acting in

concert, to control the above listed

organizations.

DICKINSON FINANCIAL

CORPORATION II

Newspaper:

Federal Register:

* 3A3

Not available

The Farmers State Bank of Fort Morgan, 05/09/2007

Colorado Employee Stock Ownership Plan, to

acquire up to 38 percent of the voting shares of

F.S.B. Bancorporation of Fort Morgan,

Colorado, parent of Farmers State Bank of Fort

Morgan, all in Fort Morgan, Colorado.

FARMERS STATE BANK OF

FORT MORGAN COLORADO

EMPLOYEE STOCK

OWNERSHIP PLAN, THE

Newspaper:

Federal Register:

* 3A3 03/03/2007

03/02/2007

First Bancorp of Durango, Inc., Inverness,

Illinois, to acquire 100 percent of the voting

shares of Grants State Bank, Grants, New

Mexico.

FIRST BANCORP. OF

DURANGO, INC.

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

Federal Reserve Bank of Kansas City

Filings received during the week ending April 14, 2007

Filer Filing Type Filing Proposal End of Comment Period

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.

Newspaper:

Federal Register:

* 3A1 Not available

Not available

Midwest Regional Bancorp, Inc., Festus,

Missouri, to become a bank holding company

through the acquisition of 100 percent of the

voting shares of Federated Bancshares, Inc.,

Stilwell, Kansas, parent of The Bank of

Otterville, Otterville, Missouri.

MIDWEST REGIONAL

BANCORP, INC.

Newspaper:

Federal Register:

* Branch

Not applicable

SolutionsBank, Overland park, Kansas, to 05/04/2007

establish a branch at 214 S. Main, Pratt,

Kansas.

SOLUTIONSBANK

* 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 April 14, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 Not available

05/11/2007

Community Bancshares, Inc., Bridgeport,

Texas, to become a bank holding company by

acquiring 100 percent of The Community

Bank, Bridgeport, Texas (de novo).

COMMUNITY BANCSHARES,

INC.

Newspaper:

Federal Register:

* Branch

Not applicable

Peoples Bank, Lubbock, Texas, to establish a 04/25/2007

branch to be located at 8001 CR 1540 (the SW

corner of U.S. Highway 84 and County Road

1540), Shallowater, Texas 79424.

PEOPLES BANK

Newspaper:

Federal Register:

* 3A3 05/02/2007

05/07/2007

South Plains Financial, Inc. Employee Stock

Ownership Plan, Lubbock, Texas, to acquire

additional shares up to 30.7 percent of South

Plains Financial, Inc., Lubbock, Texas, and

indirectly acquire South Plains Delaware

Financial Corporation, Dover, Delaware, City

Bank, Lubbock, Texas, Zia Financial

Corporation, Ruidoso, New Mexico, and City

Bank New Mexico, Ruidoso, New Mexico.

SOUTH PLAINS FINANCIAL,

INC. EMPLOYEE STOCK

OWNERSHIP PLAN

* 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 April 14, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

1st Pacific Bank of California, San Diego,

California, to merge with Landmark National

Bank, Solana Beach, California, and thereby

acquire three branch offices.

1ST PACIFIC BANK OF

CALIFORNIA

Newspaper:

Federal Register:

* Branch

Not applicable

Bank of the Orient, San Francisco, California, 04/16/2007

to establish a branch facility at 9100 Alcosta

Boulevard, San Ramon, California.

BANK OF THE ORIENT

Newspaper:

Federal Register:

* 4c8 Not available

05/07/2007

Franklin Resources, Inc., San Mateo,

California, to retain 5.03 percent of Hudson

City Bancorp, Inc., and thereby indirectly

retain its subsidiary, Hudson City Savings

Bank, FSB, both of Paramus, New Jersey.

FRANKLIN RESOURCES, INC.

Newspaper:

Federal Register:

3A1 Not applicable

Not applicable

Pacific City Financial Corporation to become a

bank holding company by acquiring 100

percent of Pacific City Bank, both of Los

Angeles, California.

Pacific City Financial

Corporation

* 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