Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 14

Week Ending April 7, 2007

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions April 1, 2007 to April 7, 2007

Board Operations

Office of Board Members -- appointment of Laricke Blanchard as Assistant to the 

Board with responsibility for the Congressional Liaison Office, and Winthrop 

Hambley as Senior Advisor to the Board.

- Approved, April 2, 2007 

Enforcement

First Interstate Bank, Bozeman, Montana -- issuance of an order of prohibition 

against Tracy Schroeder, a former branch manager and institution-affiliated party.

- Announced, April 3, 2007 

Forms

Forms -- final Board review to extend with revision the Money Market Mutual 

Funds Assets Reports (FR 2051a and FR 2051b), and to extend without revision the 

Uniform Application for Municipal Securities Principal or Municipal Securities 

Representative Associated with a Bank Municipal Securities Dealer (FR MSD-4), 

Uniform Termination Notice for Municipal Securities Principal or Municipal 

Securities Representative Associated with a Bank Municipal Securities Dealer (FR 

MSD-5), Notice by Financial Institutions of Government Securities Broker or 

Government Securities Dealer Activities (FR G-FIN), and Notice by Financial 

Institutions of Termination of Activities as a Government Securities Broker or 

Government Securities Dealer (FR G-FINW).

- Approved, April 4, 2007 

Regulations And Policies

"Bankers' Bank" Exemption -- revised interpretation of Regulation D regarding 

criteria for the "bankers' bank" exemption from reserve requirements (Docket No. R1262).

- Approved, April 2, 2007 

Regulations H (Membership of State Banking Institutions in the Federal Reserve 

System) and K (International Banking Operations) -- publication for comment of 

interagency interim rules to allow an expanded examination cycle for qualifying 

state member banks and U.S. offices of foreign banks (Docket No. R-1279).

- Approved, March 16, 2007 (AC)

(AC) = Addition or Correction Board - Page 1 of 1
April 1, 2007 to April 7, 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

Chemical Bank, Midland, Michigan -- to establish branches at 821 South 

Cambridge Street and 300 Kennely Road, Saginaw.

- Approved, April 4, 2007 

Chicago

Commerce Union Bank, Springfield, Tennessee -- to establish a mobile branch to 

serve Davidson County.

- Approved, April 4, 2007 

Atlanta

Regions Bank, Birmingham, Alabama -- to establish branches at 3908 Veterans 

Boulevard, Metairie, Louisiana; 100 Morgan Keegan Drive, Little Rock, Arkansas; 

and Aegon Center, 400 West Market Street, Louisville, Kentucky.

- Approved, April 6, 2007 

Atlanta

Sky Bank, Salineville, Ohio -- to establish a branch at Irvington Financial Center, 

5720 East Washington Street, Indianapolis, Indiana.

- Approved, April 6, 2007 

Cleveland

Twin City Bank, North Little Rock, Arkansas -- to establish a branch at 2302 North 

Reynolds Road, Bryant.

- Approved, April 4, 2007 

St. Louis

Bank Holding Companies

BlackRidge Financial, Inc., Fargo, North Dakota -- to acquire BlackRidgeBANK, a 

de novo bank.

- Approved, April 6, 2007 

Minneapolis

(AC) = Addition or Correction Delegated - Page 1 of 4
H.2 Actions under delegated authority April 1, 2007 to April 7, 2007

Bank Holding Companies

Capital Pacific Bancorp, Portland, Oregon -- to become a bank holding company 

and to acquire Capital Pacific Bank.

- Approved, April 5, 2007 

San Francisco

Central Bancompany, Jefferson City, Missouri -- to acquire Gardner Bancorp, Inc., 

Gardner, Kansas, and thereby acquire First Kansas Bank and Trust Company.

- Approved, April 2, 2007 

St. Louis

Citizens Bancorp, Inc., Cadott, Wisconsin -- to become a bank holding company 

and to acquire Citizens State Bank.

- Approved, April 2, 2007 

Minneapolis

CNBS Financial Group, Inc., Lake Mary, Florida -- to acquire Community National 

Bank of the South, a de novo bank.

- Approved, April 6, 2007 

Atlanta

The Colonial BancGroup, Inc., Montgomery, Alabama -- to merge with Commercial 

Bankshares, Inc., Miami, Florida, and Commercial Bank of Florida.

- Approved, April 6, 2007 

Atlanta

Community Bancshares of Mississippi, Inc., Brandon, Mississippi -- relief from a 

commitment.

- Granted, April 3, 2007 

Atlanta

First Colorado Financial Corp., Paonia, Colorado -- to become a bank holding 

company and to acquire First National Bank of Paonia.

- Approved, April 6, 2007 

Kansas City

(AC) = Addition or Correction Delegated - Page 2 of 4
H.2 Actions under delegated authority April 1, 2007 to April 7, 2007

Bank Holding Companies

Freedom Bancorp, Huntingburg, Indiana -- to become a bank holding company and 

to acquire Freedom Bank.

- Approved, April 4, 2007 

St. Louis

Oak Ridge Financial Services, Inc., Oak Ridge, North Carolina -- to become a bank 

holding company and to acquire Bank of Oak Ridge.

- Approved, April 2, 2007 

Richmond

Umpqua Holdings Corporation, Portland, Oregon -- waiver of application to merge 

with North Bay Bancorp, Napa, California, in connection with the merger of The 

Vintage Bank and Umpqua Bank, Roseburg, Oregon.

- Granted, April 3, 2007 

San Francisco

United Community Banks, Inc., Blairsville, Georgia -- to merge with Gwinnett 

Commercial Group, Inc., Lawrenceville, and thereby acquire its subsidiary, First 

Bank of the South.

- Approved, April 5, 2007 

Atlanta

Wells Fargo & Company, San Francisco, California -- to acquire Placer Sierra 

Bancshares, Sacramento, and thereby acquire Placer Sierra Bank, Auburn.

- Approved, April 5, 2007 

Secretary

Woodforest Financial Group, Inc., The Woodlands, Texas -- to acquire Olympic 

Savings, SSB, Refugio, to be known as Woodforest Bank, FSB, upon conversion 

from a state savings bank to a federal savings bank.

- Approved, April 5, 2007 

Dallas

Change In Bank Control

Andrews Holding Company, Andrews, Texas -- change in bank control.

- Permitted, April 4, 2007 

Dallas

(AC) = Addition or Correction Delegated - Page 3 of 4
H.2 Actions under delegated authority April 1, 2007 to April 7, 2007

Change In Bank Control

Centennial Bankshares, Inc., Ogden, Utah -- to retain control of Centennial 

Bankshares, Inc.

- Permitted, April 4, 2007 

San Francisco

First Financial Bancshares, Inc., Lawrence, Kansas -- change in bank control.

- Permitted, April 6, 2007 

Kansas City

Greenwood County Financial Services, Inc., Eureka, Kansas -- change in bank 

control.

- Permitted, April 3, 2007 

Kansas City

Extensions Of Time

IBERIABANK, Lafayette, Louisiana -- extension to February 12, 2007, to establish 

a branch at the intersection of Highland Road and Kenilworth Parkway, Baton 

Rouge.

- Granted, April 3, 2007 

Atlanta

Lake City Bank, Warsaw, Indiana -- extension to August 18, 2007, to establish a 

branch at 6851 West Jefferson Boulevard, Fort Wayne.

- Granted, April 2, 2007 

Chicago

(AC) = Addition or Correction Delegated - Page 4 of 4
District: 1

Federal Reserve Bank of Boston

Filings received during the week ending April 7, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3

* 3A5

4c8

04/29/2007

04/26/2007

Notification by Boston Private Financial

Holdings, Inc., Boston, MA to acquire Charter

Financial Corporation, Bellevue, WA and its

subsidiaries, Charter Bank, Bellevue, WA and

Banc Support, Inc., Kent, WA, pursuant to

sections 3(a)(3), 3(a)(5) and 4(c)(8) of the

Bank Holding Company Act of 1956, as

amended.

BOSTON PRIVATE

FINANCIAL HOLDINGS, INC.

Newspaper:

Federal Register:

* 3A3

* 3A5

04/04/2007

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 applicable

Application by State Street Bank and Trust 03/21/2007

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

03/21/2007

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 7, 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:

* Branch

Not applicable

Banco Popular North America, New York, 04/10/2007

New York, to open a branch office located at

2317 Ponce De Leon Boulevard, Coral Gables,

(Miami-Dade County), Florida.

BANCO POPULAR NORTH

AMERICA

Newspaper:

Federal Register:

Other Foreign

Not applicable

Banco Santander International, Miami, 04/07/2007

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:

* 3A3 Not available

4c8 Not available

The Bank of Nova Scotia, Toronto, Canada, to

acquire voting shares of First BanCorp, San

Juan, Puerto Rico, and thereby indirectly

acquire FirstBank Florida, Miami, Florida, and

thereby operate a savings association.

BANK OF NOVA SCOTIA, 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

239015 GOTHAM BK OF NEW YORK, NEW YORK, NEW YORK 10/10/2006 04/02/2007 S Int Sm Bank

501105 MANUFACTURERS & TRADERS TC, BUFFALO, NEW YORK 05/08/2006 03/22/2007 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 7, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

Susquehanna Bank PA, Lancaster, PA, to 04/14/2007

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 7, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

Fifth Third Bank, Grand Rapids, MI to 04/10/2007

establish a branch at 3251 North Green River

Road, Evansville, IN.

FIFTH THIRD BANK

Newspaper:

Federal Register:

* Branch

Not applicable

Fifth Third Bank, Grand Rapids, MI to 04/12/2007

establish a branch at 5501 North Ashland

Avenue, Chicago, IL.

FIFTH THIRD BANK

Newspaper:

Federal Register:

* Branch

Not applicable

Fifth Third Bank, Grand Rapids, MI to 04/12/2007

establish a branch at 1950 West 33rd Street,

Chicago, IL.

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

230610 HOCKING VALLEY BK, ATHENS, OHIO 01/22/2007 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: 5

Federal Reserve Bank of Richmond

Filings received during the week ending April 7, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3 Not available

Not available

Cooperative Bankshares, Inc., Wilmington,

North Carolina, to acquire 100% of Bank of

Jefferson, Jefferson, South Carolina.

COOPERATIVE

BANKSHARES, INC.

Newspaper:

Federal Register:

* 3A3 Not available

* 18C

* Branch

Not available

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:

* 3A5

* 18C

* Branch

04/20/2007

04/30/2007

Sandy Spring Bancorp., Inc., Olney, Maryland,

to acquire 100% of the voting securities of CN

Bancorp, Inc., Glen Burnie, Maryland, and

thereby indirectly acquire County National

Bank, Glen Burnie, Maryland.

SANDY SPRING BANCORP,

INC.

Newspaper:

Federal Register:

Member Not applicable

Not applicable

Select Bank, Lynchburg, Virginia (in

organization), to become a member of the

Federal Reserve System.

SELECTBANK

* 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

94522 BENCHMARK CMNTY BK, KENBRIDGE, VIRGINIA 12/11/2006 03/15/2007 S Int Sm Bank

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 7, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

Other Foreign Not available

FBSEA Not applicable

Banco Davivienda S.A., Bogota, Columbia, (1)

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:

* Branch

Not applicable

Cumberland Bank, Franklin, Tennessee, to 04/18/2007

establish branches at the following locations:

9200 Carothers Parkway, Franklin, Tennessee;

and 1470 South Church Street, Murfreesboro,

Tennessee.

CUMBERLAND BANK

Newspaper:

Federal Register:

CIC 03/30/2007

03/30/2007

NBOG Bancorporation, Inc., Gainesville,

Georgia, prior change in control filed by

William R. Blanton, Alpharetta, Georgia, as an

individual, and a group acting in concert

consisting of William R. Blanton, Alpharetta

Georgia, Paula M. Allen, Shelley Palmour

Anderson, Kathy L. Cooper, Lanny W.

Dunagan, Gilbert T. Jones, Sr., Ann M.

Palmour, Wendell A. Turner, Howard

Harrison, Rebecca Harrison, Robert Allen,

James H. McBride, James E. Palmour, Kim

Hunter, Victoria Leigh Hunter, John Cooper,

Tyler Cooper, Donn H. Cooper, Paden

Dunagan, Danny Dunagan, Jr., Areatha J.

Keesey, David C. Harwell, LaVerne Harwell,

Douglas F. Harwell, Alice Lipscomb, Jane

Jones, Jewels Jones, Barbe Jones, Brandy Jones

and Franklin D. Harwell, all from Gainesville,

Georgia, to acquire 71.5 percent of NBOG

Bancorporation, Inc., the bank holding

company of The National Bank of Gainesville,

both of Gainesville, Georgia.

NBOG BANCORPORATION,

INC.

Newspaper:

Federal Register:

* 3A1

Not available

Old Southern Bancorp, Inc., to become a bank 05/03/2007

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:

CIC 05/01/2007

04/24/2007

RB Bancorporation, Athens, Alabama, prior

change in control notification by Alston Martin

Noah, Alston Martin Noah, Jr., John Chandler

Noah, Mary Payton Noah, and Sue Drinkard

Noah, all of Athens, Alabama, to collectively

acquire an additional 1.06 percent of the

outstanding shares of RB Bancorporation and

its subsidiary bank, Reliance Bank, both of

Athens, Alabama. Pro forma total ownership

will equal 15.08 percent.

RB BANCORPORATION

* 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 7, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A5 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:

* 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 Not available

* Branch Not applicable

Centrue Bank, Streator, Illinois, to merge with

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:

* Branch

Not applicable

Comerica Bank, Detroit, Michigan, to establish 04/04/2007

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:

* 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 Not available

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 Not available

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

* 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

2360904 PACIFIC GLOBAL BK, CHICAGO, ILLINOIS 11/13/2006 03/29/2007 O Small Bank

2636083 PARAMOUNT BK, FARMINGTON HILLS, MICHIGAN 12/11/2006 03/29/2007 S Small 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 April 7, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

Not available

Notice by Darrell Richard Wells, Louisville,

Kentucky, to gain control of Magnolia

Bancshares, Inc., Hodgenville, Kentucky.

MAGNOLIA BANCSHARES,

INC.

Newspaper:

Federal Register:

CIC Not available

Not available

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:

* 3A5

Not available

Renasant Corporation, Tupelo, Mississippi, to 05/05/2007

merge with Capital Bancorp, Inc., Nashville,

Tennessee, and thereby indirectly acquire

Capital Bank & Trust Company, Nashville,

Tennessee.

RENASANT CORPORATION

Newspaper:

Federal Register:

* 3A1 04/06/2007

04/06/2007

Tri-County Holdings, Inc., Dongola, Illinois, to

become a bank holding company by acquiring

100 percent of The First State Bank of

Dongola, Dongola, Illinois.

TRI-COUNTY HOLDINGS, INC.

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

Federal Reserve Bank of St. Louis

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Minneapolis

Filings received during the week ending April 7, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 18C

* Branch Not applicable

1st Bank, Evanston, Wyoming, to merge with 04/08/2007

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

* 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

1003558 GRAND RAPIDS ST BK, GRAND RAPIDS, MINNESOTA 12/11/2006 03/30/2007 S Small Bank

309851 ROOT RIVER ST BK, CHATFIELD, MINNESOTA 12/18/2006 03/29/2007 S Small 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 April 7, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3 04/09/2007

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:

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:

* Branch

Not applicable

First American Bank, Purcell, Oklahoma, to 04/18/2007

establish a branch at 10731 South Western

Avenue, Oklahoma City, Oklahoma.

FIRST AMERICAN BANK

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

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 7, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC 04/19/2007

04/18/2007

Notice by Belote Family Partnership, LTD.,

Kingwood, Texas, and its general partner,

Belote Management Trust, Kingwood, Texas,

to retain ownership of 32.258 percent of

Country Holding Corp., Austin, Texas, and

indirectly Texas Country Bank, Lakeway,

Texas. Mr. Farrald Belote, Jr. and Mrs. Arlene

Belote, are co-trustees of the Belote

Management Trust, Kingwood, Texas.

COUNTRY HOLDING CORP.

Newspaper:

Federal Register:

* 3A1 04/27/2007

04/26/2007

Opportunity Bancshares, Inc., Richardson,

Texas, to become a bank holding company by

acquiring 100 percent of Opportunity Bank,

National Association, Richardson, Texas.

OPPORTUNITY

BANCSHARES, INC.

Newspaper:

Federal Register:

* 3A3

Not available

South Plains Financial, Inc. Employee Stock 05/02/2007

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 7, 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 available

Not applicable

Bank of the Orient, San Francisco, California,

to establish a branch facility at 9100 Alcosta

Boulevard, San Ramon, California.

BANK OF THE ORIENT

Newspaper:

Federal Register:

4c8 Not applicable

Not applicable

Beverly Hills Bancorp, Inc., to engage in

financial and investment advisory activities

through BH Assets Management Inc., both of

Calabasas, California.

BEVERLY HILLS BANCORP

INC.

Newspaper:

Federal Register:

4c8 Not applicable

Not applicable

Beverly Hills Bancorp, Inc., to engage in

financial and investment advisory activities

through BH Opportunity Fund LLC, both of

Calabasas, California.

BEVERLY HILLS BANCORP

INC.

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:

* Branch

Not applicable

Placer Sierra Bank, Auburn, California, to 04/03/2007

establish a branch facility at 781 Pleasant

Grove Boulevard, Roseville, California.

PLACER SIERRA BANK

Newspaper:

Federal Register:

* 3A1

4c8

04/30/2007

04/30/2007

1) Saddleback Bancorp to become a bank

holding company following the conversion of

its wholly-owned nonbank subsidiary, Tustin

Community Bank, both of Tustin, California,

to a commercial bank charter; and 2)

Saddleback Bancorp to engage in extending

credit and servicing loans through Saddleback

Loan Company, both of Tustin, California,

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

Company, and section 225.28(b)(1) of

Regulation Y.

SADDLEBACK BANCORP

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

Federal Reserve Bank of San Francisco

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act