Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 39

Week Ending September 30, 2006

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions September 24, 2006 to September 30, 2006

Bank Holding Companies

Wachovia Corporation, Charlotte, North Carolina -- to acquire Golden West 

Financial Corporation, Oakland, California, its subsidiary savings associations, 

World Savings Bank, FSB, and World Savings Bank, FSB (Texas), Houston, Texas, 

and certain nonbanking subsidiaries, and thereby engage in credit extension, trust 

company, investment advisory, and securities brokerage activities.

- Approved, September 28, 2006 

Wachovia Corporation, Charlotte, North Carolina -- request for an exemption from 

section 23A of the Federal Reserve Act.

- Granted, September 29, 2006 

Enforcement

Credit Agricole, S.A., Paris, France -- written agreement dated December 16, 2003, 

terminated September 21, 2006.

- Announced, September 26, 2006 

Credit Agricole, S.A., Paris, France; Credit Agricole Indosuez; Credit Agricole 

Indosuez, New York, New York; Credit Lyonnais, S.A., Paris, France; and Credit 

Lyonnais, S.A., New York, New York -- cease and desist order dated March 9, 

2004, terminated September 21, 2006.

- Announced, September 26, 2006 

Credit Lyonnais, S.A., Paris, France -- cease and desist order dated December 18, 

2003, terminated September 21, 2006.

- Announced, September 26, 2006 

Regulations And Policies

Nontraditional Mortgage Products -- final interagency guidance on nontraditional 

mortgage products and publication for comment of proposed illustrations of 

consumer information for such products (Docket Nos. OP-1246 and OP-1267).

- Approved, September 27, 2006 

Testimony And Statements

Basel II Capital Accord -- statement by Governor Bies before the Senate Committee 

on Banking, Housing, and Urban Affairs.

- Published, September 26, 2006 

(AC) = Addition or Correction Board - Page 1 of 1
September 24, 2006 to September 30, 2006

BS&R

C&CA

FOMC

RBOPS

IF

OSDM

Banking Supervision and Regulation

Consumer and Community Affairs

Federal Open Market Committee

Reserve Bank Operations and Payment Systems

International Finance

Office of Staff Director for Management

H.2 Actions under delegated authority

Bank Branches, Domestic

Comerica Bank, Detroit, Michigan -- to establish branches at 2432 East Katella 

Avenue, Anaheim, California, and 401 Grand Avenue, South San Francisco.

- Approved, September 27, 2006 

Secretary

LegacyTexas Bank, Plano, Texas -- to establish a branch at 907 South Main Street, 

Grapevine.

- Approved, September 27, 2006 

Dallas

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

branch at 1861 Wiehle Avenue, Reston, Virginia.

- Approved, September 29, 2006 

New York

PlainsCapital Bank, Lubbock, Texas -- to establish a branch at 8200 Douglas 

Avenue, Suite 100, Dallas.

- Approved, September 29, 2006 

Dallas

Bank Holding Companies

Baldwin Bancshares, Inc., Baldwin, Wisconsin -- to acquire Gavic Services, Inc., 

Spring Valley, and thereby acquire The Bank of Spring Valley.

- Approved, September 29, 2006 

Minneapolis

BlackRidge Financial, Inc., Fargo, North Dakota -- to acquire Carlos Bancshares, 

Inc., Alexandria, Minnesota, and thereby acquire First State Bank of Alexandria.

- Approved, September 29, 2006 

Minneapolis

(AC) = Addition or Correction Delegated - Page 1 of 6
H.2 Actions under delegated authority September 24, 2006 to September 30, 2006

Bank Holding Companies

BOK Financial Corporation, Tulsa, Oklahoma -- to acquire The State Bank of 

Colony, Colony, Kansas.

- Approved, September 27, 2006 

Kansas City

Castle Creek Capital Partners III, L.P., Rancho Santa Fe, California -- for The 

BANKshares, Inc., Rancho Santa Fe, to become an intermediate bank holding 

company and to acquire The BANKshares, Inc., Melbourne, Florida, and The Bank 

Brevard; and for Castle Creek Capital Partners III, L.P., Rancho Santa Fe, 

California; Castle Creek Capital III, LLC; Eggemeyer Capital, LLC; Ruh Capital, 

LLC; and Legions IV Advisory Corp. to acquire The BANKshares, Inc., Melbourne, 

Florida, and The Bank Brevard.

- Approved, September 29, 2006 

San Francisco

Congaree Bancshares, Inc., West Columbia, South Carolina -- to become a bank 

holding company and to acquire Congaree State Bank, a de novo bank.

- Approved, September 25, 2006 

Richmond

Fortis S.A./N.V., Brussels, Belgium; Fortis N.V.; Fortis Brussels S.A./N.V.; and 

Fortis Bank S.A./N.V. -- to engage on a limited basis in physical commodity trading 

activities.

- Approved, September 29, 2006 

Director, BS&R

JPMorgan Chase & Co., New York, New York -- request for an exemption under 

the Depository Institution Management Interlocks Act and Regulation L.

- Granted, September 28, 2006 

New York

Lincoln Bancorp, Plainfield, Indiana -- to become a bank holding company on 

conversion of Lincoln Bank from a federal savings bank to a state-chartered 

commercial bank, and to engage de novo in lending activities.

- Approved, September 28, 2006 

Chicago

(AC) = Addition or Correction Delegated - Page 2 of 6
H.2 Actions under delegated authority September 24, 2006 to September 30, 2006

Bank Holding Companies

SV Bancorp, Inc., Wyoming, Ohio -- to become a bank holding company and to 

acquire Spring Valley Bank.

- Approved, September 25, 2006 

Cleveland

United Citizens Bancorp, Inc., Columbia, Kentucky -- to become a bank holding 

company and to acquire United Citizens Bank of Southern Kentucky, Inc.

- Approved, September 29, 2006 

St. Louis

Bank Mergers

CapitalSouth Bank, Birmingham, Alabama -- to merge with Capital Bank, 

Montgomery, and thereby establish a branch.

- Approved, September 29, 2006 

Atlanta

Hinsdale Bank & Trust Company, Hinsdale, Illinois -- to purchase the assets and 

assume the liabilities of the Willowbrook, Darien, and Downers Grove branches of 

Hinsbrook Bank and Trust, Willowbrook, and thereby establish branches.

- Approved, September 28, 2006 

Chicago

Orrstown Bank, Shippensburg, Pennsylvania -- to purchase the assets and assume 

the liabilities of the Mechanicsburg branch of Omega Bank, State College, and 

thereby establish a branch.

- Approved, September 26, 2006 

Philadelphia

Wheaton Bank & Trust, Wheaton, Illinois -- to purchase the assets and assume the 

liabilities of the Glen Ellyn and Lombard branches of Hinsbrook Bank and Trust, 

Willowbrook, and thereby establish branches.

- Approved, September 28, 2006 

Chicago

(AC) = Addition or Correction Delegated - Page 3 of 6
H.2 Actions under delegated authority September 24, 2006 to September 30, 2006

Change In Bank Control

Big Coal River Bancorp, Inc., Whitesville, West Virginia -- to retain control of Big 

Coal River Bancorp, Inc.

- Permitted, September 28, 2006 

Richmond

Freedom Holdings Company, West Des Moines, Iowa -- to retain control of 

Freedom Holdings Company.

- Permitted, September 28, 2006 

Chicago

Midland Bancshares, Inc., Kincaid, Illinois -- change in bank control.

- Permitted, September 28, 2006 

Chicago

Competitive Factors Reports

American Banking Company, Moultrie, Georgia -- report on competitive factors of 

the proposed purchase of assets and assumption of liabilities of Tri-County Bank, 

Trenton, Florida, and Merchants and Farmers Bank, Kosciusko, Mississippi.

- Submitted, September 29, 2006 

Atlanta

Bank of Choice Colorado, Arvada, Colorado -- report on competitive factors of the 

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

Bank, Aurora, and its Englewood, Denver, Kiowa, Elizabeth, and Parker branches.

- Submitted, September 25, 2006 

Kansas City

Branch Banking and Trust Company, Winston-Salem, North Carolina -- report on 

competitive factors of the proposed merger with Branch Banking and Trust 

Company of South Carolina, Greenville, South Carolina.

- Submitted, September 26, 2006 

Richmond

(AC) = Addition or Correction Delegated - Page 4 of 6
H.2 Actions under delegated authority September 24, 2006 to September 30, 2006

Competitive Factors Reports

Branch Banking and Trust Company, Winston-Salem, North Carolina -- report on 

competitive factors of the proposed merger with Branch Banking and Trust 

Company of Virginia, Richmond, Virginia.

- Submitted, September 26, 2006 

Richmond

Fairfield County Bank Corp., Ridgefield, Connecticut -- report on competitive 

factors of the proposed reorganization as a capital stock bank.

- Submitted, September 28, 2006 

New York

GMAC Automotive Bank, Midvale, Utah -- report on competitive factors of the 

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

Bank, FSB, Horsham, Pennsylvania.

- Submitted, September 26, 2006 

San Francisco

Kitsap Bank, Port Orchard, Washington -- report on competitive factors of the 

proposed merger with MarinerBank, Port Townsend.

- Submitted, September 25, 2006 

San Francisco

Marine Bank & Trust, Carthage, Illinois -- report on competitive factors of the 

proposed merger with Security State Bank of Hamilton, Hamilton, and State Bank 

of Augusta, Augusta.

- Submitted, September 27, 2006 

St. Louis

Osage Bancshares, Inc., Pawhuska, Oklahoma -- report on competitive factors of the 

proposed acquisition of Osage Federal Bank.

- Submitted, September 28, 2006 

Kansas City

Pacific Western Bank, Santa Monica, California -- report on competitive factors of 

the proposed merger with First National Bank, Rancho Santa Fe.

- Submitted, September 29, 2006 

San Francisco

(AC) = Addition or Correction Delegated - Page 5 of 6
H.2 Actions under delegated authority September 24, 2006 to September 30, 2006

Extensions Of Time

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

Minier, Illinois -- extension to December 30, 2006, to become a bank holding 

company and to acquire between 25 percent and 51 percent of the shares of Minier 

Financial, Inc. and thereby acquire First Farmers State Bank.

- Granted, September 27, 2006 

Chicago

The Northern Trust Corporation, Chicago, Illinois; The Northern Trust Company, 

and The Northern Trust International Banking Corporation, New York, New York -- 

extension to September 30, 2007, to comply with a commitment.

- Granted, September 28, 2006 

Director, BS&R

RockBridge Financial Holdings, Inc., Atlanta, Georgia -- extension to December 27, 

2006, to become a bank holding company and to acquire RockBridge Commercial 

Bank, a de novo bank.

- Granted, September 26, 2006 

Atlanta

Financial Holding Companies

ChoiceOne Financial Services, Inc., Sparta, Michigan -- election to become a 

financial holding company.

- Effective, September 29, 2006 

Chicago

Membership

Community Resource Bank, Northfield, Minnesota -- to become a member of the 

Federal Reserve System.

- Approved, September 26, 2006 

Minneapolis

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

Federal Reserve Bank of Boston

Filings received during the week ending September 30, 2006

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 Not available

* 3A3 10/12/2006

Application by Marlborough Bancshares, MHC

and Marlborough Bancshares, Inc., both of

Marlborough, Massachusetts, to become a

mutual bank holding company and stock bank

holding company, respectively, by acquiring

Marlborough Savings Bank, Marlborough,

Massachusetts, pursuant to sections 3(a)(1)and

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

1956, as amended.

Application by Marlborough Bancshares, MHC

and Marlborough Bancshares, Inc., both of

Marlborough, Massachusetts, to become a

mutual bank holding company and stock bank

holding company, respectively, by acquiring

Marlborough Savings Bank, Marlborough,

Massachusetts, pursuant to sections 3(a)(1)and

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

1956, as amended.

MARLBOROUGH

BANCSHARES MHC

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

Federal Reserve Bank of Boston

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for 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 September 30, 2006

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 10/21/2006

10/23/2006

Glenville Bank Holding Company, Inc., to

acquire 100 percent of the voting shares of

First National Bank of Scotia, both of Scotia,

New York, pursuant to Section 3(a)(1) of the

BHC Act and Section 225.15 of Regulation Y.

GLENVILLE BANK HOLDING

COMPANY, INC.

Newspaper:

Federal Register:

Investment Not applicable

Not applicable

J.P. Morgan International Finance Limited

("JPMIF") submits notice, pursuant to Section

211.9(f) of Regulation K, of its intention to

make a subsidiary investment in a newly

formed special purpose vehicle.

JPMIF also requests a waiver of the provisions

of Section 211.9(a)(3) and (b)(6) of Regulation

K to permit JPMIF to exclude the investment

for purposes of complying with the 12 month

investment limit.

JPMORGAN CHASE & CO.

Newspaper:

Federal Register:

* 3A3 Not available

10/23/2006

New York Private Bank & Trust Corporation,

Emigrant Bancorp, Inc. and Emigrant Bank

(for a moment in time), all of New York, New

York, to acquire all of the outstanding capital

stock of EmigrantDirect Bank, Ossining, New

York (In formation).

NEW YORK PRIVATE BANK

& TRUST CORPORATION

Newspaper:

Federal Register:

FBSEA Not available

Not applicable

Export-Import Bank of Ukraine ("EXIM

Bank")Kiev, Ukraine, to establish a

representative office in New York, New York,

pursuant to Section 10(a) of the International

Banking Act of 1978, as amended, and Section

211.24(a)(1) of Regulation K.

STATE EXPORT-IMPORT

BANK OF UKRAINE, INC.

Newspaper:

Federal Register:

FBSEA Not available

Not applicable

UBS AG, Zurich, Switzerland to establish an

additional federal limited branch to be located

in Tampa, Florida pursuant to Section

211.24(a)(2)(i)(A) of Regulation K.

UBS AG

* 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 September 30, 2006

Filer Filing Type Filing Proposal End of Comment Period

NONE

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

Federal Reserve Bank of Philadelphia

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Cleveland

Filings received during the week ending September 30, 2006

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

Fifth Third Bank, Grand Rapids, MI to 10/10/2006

establish a branch at 225 West State Street,

Geneva, IL.

FIFTH THIRD BANK

Newspaper:

Federal Register:

* Branch

Not applicable

Fifth Third Bank, Grand Rapids, MI to 10/10/2006

establish a branch at 24653 West Higgins

Road, Hoffman Estates, IL.

FIFTH THIRD BANK

Newspaper:

Federal Register:

* Branch

Not applicable

Fifth Third Bank, Grand Rapids, MI to 10/10/2006

establish a branch at 400 East South Water

Street, Chicago, IL.

FIFTH THIRD BANK

Newspaper:

Federal Register:

* 3A3 Not available

10/26/2006

Application by Park National Corporation,

Newark, OH to acquire Anderson Bank

Company, Cincinnati, OH pursuant to Section

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

PARK NATIONAL

CORPORATION

Newspaper:

Federal Register:

* 3A1 Not available

Not available

TriState Capital Holdings, Inc., Pittsburgh,

Pennsylvania to become a bank holding

company by acquiring 100 percent of TriState

Capital Bank, Pittsburgh, Pennsylvania

TriState Capital Holdings, 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

746513 PEOPLES B&TC OF MADISON CTY, BEREA, KENTUCKY 07/10/2006 09/21/2006 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 September 30, 2006

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

Premises Not applicable

Not applicable

The Bank of Monroe, Union, West Virginia, to

increase its investment in bank premises in the

amount of $2 million.

BANK OF MONROE, THE

Newspaper:

Federal Register:

* Branch

Not applicable

Bank of the James, Lynchburg, Virginia, 10/16/2006

proposes to establish a branch at 164 South

Main Street, Amherst, Virginia.

BANK OF THE JAMES

Newspaper:

Federal Register:

* Branch

Not applicable

Fidelity Bank, Hagerstown, Maryland, a 10/11/2006

division of Farmers & Mechanics, Frederick,

Maryland, proposes to establish a branch at

12916 Conamar Drive, Hagerstown, Maryland.

FARMERS & MECHANICS

BANK

Newspaper:

Federal Register:

* Branch

Not applicable

HomeTown Bank, Roanoke, Virginia, proposes 10/16/2006

to establish a branch at 3521 Franklin Road

S.W., Roanoke, Virginia.

HOMETOWN BANK

Newspaper:

Federal Register:

* Branch

Not applicable

Sandy Spring Bank, Olney, Maryland, 10/17/2006

proposes to establish a branch at 8677 Georgia

Avenue, Silver Spring, Maryland.

SANDY SPRING BANK

* 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

164331 LOGAN B&TC, LOGAN, WEST VIRGINIA 06/05/2006 08/30/2006 S Small 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 September 30, 2006

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

AmSouth Bank, Birmingham, Alabama, to 10/05/2006

establish branches at the following locations:

5252 Ehrlich Road, Tampa, Florida, to be

known as the Ehrlich Road Branch; 15351

Amberly Drive, Tampa, Florida, to be known

as the Tampa Palms Branch; Dale Mabry at

Van Dyke, Van Dyke Commons, Lutz,

Florida, to be known as the Van Dyke Branch;

intersection of Monument Road and Trednick

Road, Jacksonville, Florida, to be known as the

Regency Branch; Shoppes at Amelia

Concourse; SR200/A-1-a, Yulee, Florida, to be

known as the North Hampton Branch; 501/503

Manatee Avenue, Holmes Beach, Florida, to be

known as the Anna Maria Island Branch; Palm

Harbor Boulevard, (Alt. U.S. Highway 19) and

Alderman Road, Palm Harbor, Florida, to be

known as the Alternate 19 Branch; intersection

of Maguire Road and Moore Road, Ocoee,

Florida, to be known as the Maguire & Woods

Branch; Collier Boulevard (CR 951) at Lely

Cultural Parkway, Naples, Florida, to be

known as the Naples Lake Branch and US 441

near Wal-Mart Supercenter, Mount Dora,

Florida, to be known as the Mount Dora

Branch.

AMSOUTH BANK

Newspaper:

Federal Register:

* 3A3 10/06/2006

10/27/2006

InsCorp, Inc., Nashville, Tennessee, to acquire

50 percent of the outstanding shares of

Insurors Bank of Tennessee, Nashville,

Tennessee. Total ownership will be 100

percent.

INSCORP, INC.

Newspaper:

Federal Register:

CIC Not available

Not available

United Community Bancshares, Gonzales,

Louisiana, prior change in control notification

filed by Gloria Bienvenu Callais, Charles

Michael Callais, Corey Joseph Callais, Paul

Abdon Callais, and Peter Wade Callais to

acquire an additional 6.2 percent of the

outstanding shares of United Community

Bancshares, Inc. and its subsidiary, United

Community Bank, both of Gonzales,

Louisiana. Proforma total ownership will

equal 75.67 percent.

UNITED COMMUNITY

BANCSHARES, INC.

* 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 September 30, 2006

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

4c8 Not applicable

10/13/2006

Baytree Bancorp, Inc., Lake Forest, Illinois, to

continue to engage de novo in

riskless-principal transactions through its

subsidiary, Baytree Bancorp Investments, Inc.,

Lake Forest, Illinois.

BAYTREE BANCORP, INC.

Newspaper:

Federal Register:

* 3A3 Not available

Not available

Castle Creek Capital Partners III LP, Castle

Creek Capital III LLC, Eggemeyer Capital

LLC, Ruh Capital LLC, Legions IV Advisory

Corp., Western States Opportunity LLC,

Eggemeyer Family Trust, William J. Ruh

Trust, all located in Rancho Santa Fe,

California, and LDF, Inc., Chicago, Illinois, to

acquire 100 percent of the voting shares of

BB&T Bancshares Corp., Bloomingdale,

Illinois, and thereby indirectly acquire

Bloomingdale Bank and Trust, Bloomingdale,

Illinois.

CASTLE CREEK CAPITAL

PARTNERS III, L.P.

Newspaper:

Federal Register:

* 3A5 Not available

10/13/2006

Citizens Banking Corporation, Flint,

Michigan, to acquire 100 percent of the voting

shares of Republic Bancorp, Inc., Owosso,

Michigan, and thereby indirectly acquire

Republic Bank, Lansing, Michigan.

CITIZENS BANKING

CORPORATION

Newspaper:

Federal Register:

* Branch Not available

Not applicable

Comerica Bank, Detroit, Michigan, to establish

two branch facilities to be located at 49 El

Camino Real, Millbrae, California, and 4950

N. Garland Ave., Garland, Texas.

COMERICA BANK

Newspaper:

Federal Register:

* 3A5 Not available

Not available

Dearborn Bancorp, Inc., Dearborn, Michigan,

to merge with Fidelity Financial Corporation of

Michigan, Birmingham, Michigan, and

thereby indirectly acquire Fidelity Bank,

Birmingham, Michigan.

DEARBORN BANCORP, INC.

Newspaper:

Federal Register:

* 3A5 Not available

Not available

FBOP Corporation, Oak Park, Illinois, to

acquire 100 percent of the voting shares of

United Financial Holdings, Inc., Lisle, Illinois,

and thereby indirectly acquire United

Community Bank of Lisle, Lisle, Illinois.

FBOP CORPORATION

Newspaper:

Federal Register:

* 3A3

* 3A1

10/02/2006

10/06/2006

Heartland Financial USA, Inc., Dubuque,

Iowa, to acquire up to 100 percent of the voting

shares of Summit Acquisition Corporation,

Broomfield, Colorado, and thereby indirectly

acquire Summit Bank & Trust (in

organization), Broomfield, Colorado, and the

related application by Summit Acquisition

Corporation, Broomfield, Colorado, to become

a bank holding company by acquiring 100

percent of the voting shares of Summit Bank &

Trust (in organization), Broomfield, Colorado.

HEARTLAND FINANCIAL

USA, INC.

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

Labe Bank, Chicago, Illinois, to merge with

Bloomingdale Bank and Trust, Bloomingdale,

Illinois, and thereby to establish 6 branches.

LABE BANK

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

Federal Reserve Bank of Chicago

Filings received during the week ending September 30, 2006

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A5 Not available

10/12/2006

PrivateBancorp, Inc., Chicago, Illinois, to

acquire 100 percent of the voting shares of

Piedmont Bancshares, Inc., Atlanta, Georgia,

and thereby indirectly acquire Piedmont Bank

of Georgia, Atlanta, Georgia.

PRIVATEBANCORP, INC.

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

Federal Reserve Bank of Chicago

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of St. Louis

Filings received during the week ending September 30, 2006

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC 10/10/2006

10/12/2006

Notice by Frederick D. Blume, Mayfield,

Kentucky, to increase control of Jackson

Financial Corporation, Mayfield, Kentucky.

JACKSON FINANCIAL

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

1146 PULASKI B&TC, LITTLE ROCK, ARKANSAS 09/12/2005 09/18/2006 S Int Sm 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 September 30, 2006

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

Dacotah Bank, Aberdeen, South Dakota,

proposes to purchase the assets and assume the

liabilities of the Brookings, South Dakota,

branch of BankFirst, Sioux Falls, South

Dakota, and incident thereto establish a branch

at 425 22nd Avenue South, Brookings, South

Dakota.

DACOTAH BANK

Newspaper:

Federal Register:

* Branch

Not applicable

First Interstate Bank, Billings, Montana, to 09/30/2006

establish a branch at 100 Hutton Ranch Road,

Kalispell, Montana, 59901.

FIRST INTERSTATE 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

256553 DACOTAH BK, ABERDEEN, SOUTH DAKOTA 05/08/2006 09/18/2006 S Large Bank

687951 FIRST WESTERN B&TC, MINOT, NORTH DAKOTA 06/05/2006 09/20/2006 S Int Sm Bank

1401891 VALLEY BK GLASGOW, GLASGOW, MONTANA 06/12/2006 09/21/2006 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 September 30, 2006

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

4c8 Not applicable

10/17/2006

BBOK Bancshares, Inc., Wichita, Kansas, to

engage in securities brokerage, private

placement services, underwriting and dealing

in government obligations, and money market

instruments, through the acquisition of 1st St.

Louis Securities, St. Louis, Missouri.

BBOK BANCSHARES, INC.

Newspaper:

Federal Register:

CIC Not available

10/10/2006

Notification by Sandra Freund, Littleton,

Colorado, and Duane M. Freund, Denver,

Colorado, as co-trustees of the Michael R.

Freund Irrevocable Trust #2; and Ali S.

Freund, and Lewis L. Johnson, both of Denver,

Colorado, as co-trustees of the Duane M.

Freund Irrevocable Trust #2; to retain control

of Commerce Bankshares, Inc., parent of

Commerce Bank, both in Aurora, Colorado.

COMMERCE BANKSHARES,

INC.

Newspaper:

Federal Register:

* 3A3

Not available

First Miami Bancshares, Miami, Oklahoma, to 10/20/2006

acquire up to 100 percent of the voting shares

of Bank of Billings, Billings, Missouri.

FIRST MIAMI BANCSHARES,

INC.

Newspaper:

Federal Register:

* Branch

Not applicable

Peoples Bank, Lawrence, Kansas, to establish a 10/13/2006

branch at 3045 Iowa Street, Lawrence, Kansas.

PEOPLES BANK

Newspaper:

Federal Register:

* Branch

Not applicable

Peoples Bank, Lawrence, Kansas, to establish a 10/13/2006

branch at 7300 Jefferson Street NE,

Albuquerque, New Mexico.

PEOPLES BANK

* 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

522959 MONTROSEBANK, MONTROSE, COLORADO 06/05/2006 09/08/2006 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 September 30, 2006

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 10/25/2006

10/26/2006

AFNB Holdings, Inc., Houston, Texas, to

become a bank holding company by acquiring

100 percent of American First National Bank,

Houston, Texas.

AFNB HOLDINGS, INC.

Newspaper:

Federal Register:

* 3A1 Not available

10/26/2006

Highlands Bancshares, Inc., Dallas, Texas, to

become a bank holding company by acquiring

100 percent of First Jacksboro Bancshares,

Inc., Jacksboro, Texas, and indirectly acquire

First Jacksboro Bancshares of Delaware, Inc.,

Wilmington, Delaware, and The First National

Bank of Jacksboro, Jacksboro, Texas.

HIGHLANDS BANCSHARES,

INC.

Newspaper:

Federal Register:

* 3A5

4c8 Not available

Kleberg & Company Bankers, Inc., Kingsville, 10/20/2006

Texas, and Kleberg Delaware, Inc., Dover,

Delaware, to acquire by merger 100 percent of

Brazosport Corporation, Corpus Christi, Texas,

and indirectly acquire Brazosport Corporation

- Nevada, Inc., Carson City, Nevada, and First

Commerce Bank, Corpus Christi, Texas.

Also, Kleberg & Company Bankers, Inc.,

Kingsville, Texas, and Kleberg Delaware, Inc.,

Dover, Delaware, will engage in nonbanking

activities pursuant to Section 225.28(b)(1) of

Regulation Y though the acquisition of an

existing company, First Commerce Mortgage

Corporation, Corpus Christi, Texas.

KLEBERG AND COMPANY

BANKERS, INC.

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

Federal Reserve Bank of Dallas

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of San Francisco

Filings received during the week ending September 30, 2006

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 Not available

* 3A3 10/30/2006

1) Green Bancorp, Inc. to become a bank

holding company by acquiring 100 percent of

Redstone Bank, N.A., both of Houston, Texas;

2) Belvedere Texas Holdings L.P., San

Francisco, California to become a bank holding

company by acquiring 49 percent of Green

Bancorp, Inc., and thereby indirectly acquire

Redstone Bank, N.A., both of Houston, Texas;

and 3) Belvedere Capital Partners II, LLC,

Belvedere Capital Fund II L.P., and Belvedere

Texas Holdings L.P., all of San Francisco,

California, to acquire up to 49 percent of

Green Bancorp, Inc., and thereby indirectly

acquire Redstone Bank, N.A., Houston, Texas.

BELVEDERE CAPITAL

PARTNERS II LLC

Newspaper:

Federal Register:

* Branch

Not applicable

East West Bank, Pasadena, California, to 09/29/2006

establish a branch facility to be located at 6032

Stevenson Boulevard, Fremont, California.

EAST WEST BANK

Newspaper:

Federal Register:

* 3A1 Not available

09/22/2006

NHB Holdings, Inc., Jacksonville, Florida, to

become a bank holding company by acquiring

100 percent of Volvo Commercial Credit Corp.

of Utah, which will be renamed Globility

Bank, Salt Lake City, Utah.

NHB HOLDINGS, INC.

Newspaper:

Federal Register:

* 3A3 10/20/2006

10/23/2006

Premier Commercial Bancorp, Anaheim,

California, to acquire 85.4 percent of Premier

Commercial Bank Arizona, N.A., (proposed),

Mesa, Arizona.

PREMIER COMMERCIAL

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

1162017 UNITED SCTY BK, FRESNO, CALIFORNIA 05/30/2006 09/21/2006 O Int Sm Bank

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act