Federal Reserve Release

H.2

Actions of the Board, Its Staff,

and the Federal Reserve Banks; 

Applications and Reports Received

No. 46 

Week Ending November 15, 2008

Board of Governors of the Federal Reserve System, Washington, DC 20551
Bank Holding Companies

American Express Company, New York, New York, and American Express Travel 

Related Services Company, Inc. -- to become bank holding companies on conversion 

of their industrial loan company, American Express Centurion Bank, Salt Lake City, 

Utah, to a bank; to retain certain nonbanking subsidiaries, including American 

Express Bank, FSB; and elections to become financial holding companies.

- Approved, November 10, 2008

Monetary and Financial Policy

American International Group, Inc., New York, New York -- authorization for the 

Federal Reserve Bank of New York to modify the credit facility established on 

September 16, 2008, for AIG and to establish two new lending facilities under 

section 13(3) of the Federal Reserve Act, and purchase by the Department of the 

Treasury of newly issued AIG preferred shares under the Troubled Asset Relief 

Program.

- Announced, November 10, 2008

Term Auction Facility -- forward TAF auction on November 10, 2008, in the amount 

of $150 billion in 17-day credit to provide term funding over year-end.

- Announced, November 10, 2008

Regulations And Policies

Interagency Real Estate Appraisal and Evaluation Guidelines -- publication for 

comment of guidelines to address supervisory matters related to real estate appraisals 

and evaluations that support real estate-related financial transactions.

- Announced, November 13, 2008

H.2 Board Actions November 9, 2008 to November 15, 2008

(A/C) = Addition or Correction Board - Page 1 of 2
Regulations And Policies

Interagency Statement on Meeting the Needs of Creditworthy Borrowers -- statement 

encouraging banking organizations to lend to creditworthy borrowers, engage in 

capital planning, work with borrowers to avoid preventable foreclosures, and 

structure compensation incentives to support prudent lending and discourage 

excessive risk-taking.

- Announced, November 12, 2008

Regulation GG (Prohibition on Funding of Unlawful Internet Gambling) -- 

interagency final rule to implement the Unlawful Internet Gambling Enforcement Act 

of 2006.

- Announced, November 12, 2008

Enforcement

Dresdner Bank AG, Frankfurt, Germany, and its New York, New York, branch -- 

issuance of a consent cease and desist order.

- Announced, November 13, 2008

H.2 Board Actions November 9, 2008 to November 15, 2008

(A/C) = Addition or Correction Board - Page 2 of 2
H.2 Actions under delegated authority

BS&R

C&CA

FOMC

Banking Supervision and Regulation

Consumer and Comminity Affairs

Federal Open Market Committee

RBOPS Reserve Bank Operations and Payment Systems

IF International Finance

OSDM Office of Staff Director for Management

November 9, 2008 to November 15, 2008

Bank Branches, Domestic

Arvest Bank, Fayetteville, Arkansas -- to establish a branch at 5215 West 6th 

Avenue, Stillwater, Oklahoma.

St. Louis

- Approved, November 13, 2008

Arvest Bank, Fayetteville, Arkansas -- to establish a branch at the corner of 91st 

Street and Delaware Avenue, Tulsa, Oklahoma.

St. Louis

- Approved, November 14, 2008

Comerica Bank, Dallas, Texas -- to establish branches at 10115 West McDowell 

Road, Avondale, Arizona, and 14211 West Bell Road, Surprise.

Dallas

- Approved, November 13, 2008

Old Southern Bank, Orlando, Florida -- to establish a branch at 970 Rinehart Road, 

Lake Mary.

Atlanta

- Approved, November 14, 2008

Peoples Community Bank, Montross, Virginia -- to establish a branch at 5082 James 

Madison Parkway, King George.

Richmond

- Approved, November 10, 2008

(A/C) = Addition or Correction Delegated - 1 of 4
Bank Holding Companies

Bancorp of Lexington, Inc., Lexington, Kentucky -- to become a bank holding 

company and to acquire Bank of Lexington, Inc., Lexington.

Cleveland

- Approved, November 14, 2008

CBFH, Inc., Orange, Texas -- to acquire by merger Crosby Bancshares, Inc., Crosby, 

and thereby acquire Crosby Bancshares of Delaware, Inc., Wilmington, Delaware, 

and Crosby State Bank, Crosby, Texas, and for Hillister Enterprises II, Inc., 

Beaumont, and Umphrey II Family Limited Partnership to acquire Crosby 

Bancshares, Inc., and thereby acquire Crosby Bancshares of Delaware, Inc., and 

Crosby State Bank.

Dallas

- Approved, November 13, 2008

First Merchants Corporation, Muncie, Indiana -- to acquire Lincoln Bancorp, 

Plainfield, and Lincoln Bank.

Chicago

- Approved, November 13, 2008

Hana Financial Group, Inc., Seoul, South Korea -- to become a bank holding 

company and to acquire shares of Commonwealth Business Bank, Los Angeles, 

California.

San Francisco

- Withdrawn, November 12, 2008

Mount Sterling Bancorp, Inc., Mt. Sterling, Illinois -- to acquire Timewell State 

Bank, Timewell.

St. Louis

- Returned, November 10, 2008

H.2 Actions under delegated authority November 9, 2008 to November 15, 2008

(A/C) = Addition or Correction Delegated - 2 of 4
Bank Holding Companies

Piedmont Bancorp, Inc., Norcross, Georgia -- to become a bank holding company 

and to acquire First Choice Community Bank 1874, Newnan.

Atlanta

- Approved, November 10, 2008

Rurban Financial Corp., Defiance, Ohio -- to acquire NBM Bancorp, Inc., 

Montepelier.

Cleveland

- Approved, November 14, 2008

Summit Banking Company, Burlington, Washington -- to become a bank holding 

company and to acquire Summit Bank, Burlington.

San Francisco

- Approved, November 10, 2008

Bank Mergers

Texas First Bank, Texas City, Texas -- to purchase the assets and assume the 

liabilities of Texas First Bank, Galveston, and to establish branches at 6501 Stewart 

Road; 2401 Broadway; 13701 FM 3005; and 2390 Highway 87, Crystal Beach.

Dallas

- Approved, November 14, 2008

Bank Premises

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

premises.

Richmond

- Approved, November 10, 2008

H.2 Actions under delegated authority November 9, 2008 to November 15, 2008

(A/C) = Addition or Correction Delegated - 3 of 4
Banks, State Member

Citizens Bank & Trust Company, Van Buren, Arkansas -- to make a public welfare 

investment.

Secretary

- Approved, November 12, 2008

Change In Bank Control

River Cities Bancshares, Inc., Wisconsin Rapids, Wisconsin -- change in bank 

control of River Cities and its subsidiary bank, River Cities Bank, Wisconsin Rapids.

Chicago

- Permitted, November 14, 2008

Extensions Of Time

C-B-G, Inc., West Liberty, Iowa -- extension to February 14, 2009, to acquire 

additional shares of Washington Bancorp, Washington, and thereby increase its 

interest in Washington's subsidiary bank, Federation Bank.

Chicago

- Granted, November 10, 2008

Compass Bank, Birmingham, Alabama -- extension to December 12, 2008, to 

establish a branch at 3490 Salida Street, Aurora, Colorado.

Atlanta

- Granted, November 13, 2008

First Bank & Trust, Evanston, Illinois -- extension to February 26, 2009, to establish 

a branch at 4001 Dempster Street, Skokie.

Chicago

- Granted, November 12, 2008

H.2 Actions under delegated authority November 9, 2008 to November 15, 2008

(A/C) = Addition or Correction Delegated - 4 of 4
District: 1

Federal Reserve Bank of Boston

Filings received during the week ending November 15, 2008

Filer Filing Type Filing Proposal End of Comment Period

NONE

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

Federal Reserve Bank of Boston

Availability of CRA Public Evaluations 

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

which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977 (12 U.S.C. 2901) and 

is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of New York

Filings received during the week ending November 15, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

Investment Not applicable

Not applicable

Citibank, N.A., Las Vegas, Nevada, pursuant to 

Section 211.9(f) of Regulation K, to make an 

additional investment in Citibank Maghreb, 

Casablanca, Morocco.

CITIBANK, N.A.

Newspaper:

Federal Register:

Investment Not applicable

Not applicable

Citibank, N.A., Las Vegas, Nevada, pursuant to 

Section 211.9(f) of Regulation K, to make an 

additional investment in Citibank Senegal, 

Dakar,Senegal.

CITIBANK, N.A.

Newspaper:

Federal Register:

* Branch

Not applicable

Manufacturers and Traders Trust Company, 11/17/2008

Buffalo, New York to establish a branch to be 

located at 6707 Governor Ritchie Highway, Glen 

Burnie, Anne Arundel County, Maryland.

(RSSD ID 3832903)

MANUFACTURERS AND 

TRADERS TRUST COMPANY

Newspaper:

Federal Register:

FBSEA Not available

Not applicable

Mizuho Corporate Bank, Ltd, Tokyo, Japan, to 

upgrade its Los Angeles agency to a branch 

pursuant to Section 5(a)(7)(B) of the 

International Banking Act and Section 211.24(a)

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

MIZUHO CORPORATE BANK, 

LTD.

Newspaper:

Federal Register:

* 3A3 Not available

12/04/2008

Morgan Stanley, New York, New York to 

acquire up to 9.9 percent of the common stock 

of Heritage Bank, N.A. (in organization), New 

York, New York.

MORGAN STANLEY

Newspaper:

Federal Register:

4c8 Not applicable

Not available

Standard Chartered Bank, London, England, to 

acquire Standard Chartered Securities (North 

America) Inc., New York, New York, thereby 

engaging in certain de novo activities pursuant 

to Sections 225.28(b)(6)(i); (b)(6)(ii); (b)(6)(iv); 

(b)(7)(i); (b)(7)(ii); (b)(7)(v) and (b)(8)(i) of 

Regulation Y.

STANDARD CHARTERED BANK

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

Federal Reserve Bank of New York

Availability of CRA Public Evaluations 

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

which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977 (12 U.S.C. 2901) and 

is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Philadelphia

Filings received during the week ending November 15, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 Not available

12/12/2008

Cornerstone Financial Corporation, Mount 

Laurel, NJ, to form a bank holding company by 

acquiring Cornerstone Bank, Mount Laurel, NJ.

CORNERSTONE FINANCIAL 

CORPORATION

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

Federal Reserve Bank of Philadelphia

Availability of CRA Public Evaluations 

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

which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977 (12 U.S.C. 2901) and 

is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Cleveland

Filings received during the week ending November 15, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3

Other Foreign

* 3A5

12/01/2008

12/02/2008

Application by The PNC Financial Services 

Group, Inc., Pittsburgh, Pennsylvania, to 

acquire National City Corporation, Cleveland, 

Ohio

PNC FINANCIAL SERVICES 

GROUP, INC., THE

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

Federal Reserve Bank of Cleveland

Availability of CRA Public Evaluations 

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

which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977 (12 U.S.C. 2901) and 

is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Richmond

Filings received during the week ending November 15, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A5 12/13/2008

12/12/2008

Hampton Roads Bankshares, Inc., Norfolk, 

Virginia, to acquire 100% of the voting 

securities of Gateway Financial Holdings, Inc., 

Virginia Beach, Virginia, and thereby indirectly 

acquire Gateway Bank and Trust Co., Elizabeth 

City, North Carolina.

HAMPTON ROADS 

BANKSHARES, INC.

Newspaper:

Federal Register:

3A1 Not applicable

Not applicable

VBB Financial Corporation, Richmond, Virginia, 

to become a bank holding company through the 

acquisition of 100% of Virginia Business Bank, 

Richmond, Virginia.

VBB Finacial Corporation

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

Federal Reserve Bank of Richmond

Availability of CRA Public Evaluations 

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

which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977 (12 U.S.C. 2901) and 

is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Atlanta

Filings received during the week ending November 15, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

FBSEA

Not applicable

Banco de Desarrollo Rural, S.A., (BANRURAL), 11/30/2008

Guatemala City, Guatemala, to establish a 

representative office located in Miami, Florida.

BANCO DE DESARROLLO 

RURAL, S.A.

Newspaper:

Federal Register:

Other Foreign Not applicable

Not applicable

Banco Itau S.A., Sao Paulo, Brazil, prior change 

in control notice to indirectly acquire an 

additional 80 percent of the outstanding shares 

of Banco Itau Europa International, Miami, 

Florida. Total pro forma will equal 100 percent.

BANCO ITAU S.A.

Newspaper:

Federal Register:

* 3A3 12/11/2008

12/12/2008

BancTenn Corp., Kingsport Tennessee, to 

acquire up to 20 percent of the voting shares of 

Paragon Commercial Corporation, and its 

subsidiary, Paragon Commercial Bank, both of 

Raleigh, North Carolina.

BANCTENN CORP.

Newspaper:

Federal Register:

* 3A1 Not available

12/12/2008

Protective Life Corporation, Birmingham, 

Alabama, to become a bank holding company 

by acquiring 100 percent of the outstanding 

shares of Bonifay Holding Company, Inc., and 

its subsidiary, The Bank of Bonifay, both of 

Bonifay, Florida.

PROTECTIVE LIFE 

CORPORATION

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

Federal Reserve Bank of Atlanta

Availability of CRA Public Evaluations 

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

which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977 (12 U.S.C. 2901) and 

is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Chicago

Filings received during the week ending November 15, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

City State Bank, Odgen, Iowa, to merge with 

Ames Community Bank, Ames, Iowa, and 

Community Bank of Boone, Boone, Iowa. As a 

result of these mergers, all offices of Ames 

Community Bank and Community Bank of 

Boone will become offices of City State Bank.

CITY STATE BANK

Newspaper:

Federal Register:

* 3A3 Not available

12/04/2008

First Community Financial Partners, Inc., Joliet, 

Illinois, to acquire at least 50.1 percent of the 

voting shares of Burr Ridge Bank and Trust (in 

organization), Burr Ridge, Illinois.

FIRST COMMUNITY 

FINANCIAL PARTNERS, INC.

Newspaper:

Federal Register:

* 3A1 Not available

4c8 12/04/2008

Golden Eagle Bancorp, Inc., Woodstock, 

Illinois, to become a bank holding company by 

acquiring 100 percent of the voting shares of 

Golden Eagle Community Bank, Woodstock, 

Illinois, and thereby to engage in extending 

credit and servicing loans.

GOLDEN EAGLE BANCORP, INC.

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

Paramount Bank, Farmington Hills, Michigan, to 

merge with Paramount Bank, Las Vegas, 

Nevada, and thereby to establish a branch at 

7795 West Sahara Avenue, Las Vegas, Nevada.

PARAMOUNT BANK

Newspaper:

Federal Register:

* 3A3 Not available

11/28/2008

Peoples Bancorp, Inc., Prairie du Chien, 

Wisconsin, to acquire 100 percent of the voting 

shares of Security State Bank, Guttenberg, Iowa.

PEOPLES BANCORP, INC.

Newspaper:

Federal Register:

* 3A1 Not available

11/28/2008

White River Capital, Inc., Indianapolis, Indiana, 

to become a bank holding company by 

acquiring 100 percent of the voting shares of 

First Chicago Bancorp, Itasca, Illinois, and 

thereby indirectly acquire First Chicago Bank & 

Trust, Itasca, Illinois.

WHITE RIVER CAPITAL, INC.

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

Federal Reserve Bank of Chicago

Availability of CRA Public Evaluations 

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

which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977 (12 U.S.C. 2901) and 

is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of St. Louis

Filings received during the week ending November 15, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

Arvest Bank, Fayetteville, Arkansas, to 11/18/2008

establish a branch facility to be located at the 

Southwest corner of Highway 412 East and 

Butterfield Coach Trail, Springdale, Arkansas.

ARVEST BANK

Newspaper:

Federal Register:

CIC 11/26/2008

11/24/2008

Notice by First National Bank of Sparta Profit 

Sharing Plan (the "Plan"), David Hauskins, 

Roger Deterding, and Mary Lou Bauer, each as 

Trustees of the Plan, together with David 

Hauskins, Sparta, Illinois, Mary Hauskins, 

Sparta, Illinois, The Roger L. Deterding 

Declaration of Trust, Roger L. Deterding as 

Trustee, Sparta, Illinois, The Nancy K. 

Deterding Declaration of Trust, Nancy K. 

Deterding as Trustee, Sparta, Illinois, and Mary 

Lou Bauer, Red Bud, Illinois, to gain control of 

First Bancorp of Sparta, Ltd., Sparta, Illinois.

FIRST BANCORP OF SPARTA, 

LTD.

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

Federal Reserve Bank of St. Louis

Availability of CRA Public Evaluations 

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

which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977 (12 U.S.C. 2901) and 

is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Minneapolis

Filings received during the week ending November 15, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC 11/19/2008

11/14/2008

Change in control notice by Norlin G. Boyum, 

Minneapolis, Minnesota, John B. Boyum, 

Arlington, Virginia, and Stephanie J. Boyum, 

New York, New York, as part of a group acting 

in concert, to acquire 25 percent or more of the 

shares of Citizens Bancshares of Woodville, 

Inc., Hudson, Wisconsin, and thereby indirectly 

acquire control of Citizens State Bank, Hudson, 

Wisconsin.

CITIZENS BANCSHARES OF 

WOODVILLE, INC.

Newspaper:

Federal Register:

CIC 11/27/2008

11/28/2008

Change in Control Notice by the Claire L. 

Erickson Irrevocable Trust For The Benefit Of 

Kristi Erickson Kampmeyer and Descendants, 

the Claire L. Erickson Irrevocable Trust For The 

Benefit Of David B. Erickson and Descendants, 

and Gary Vander Vorst, as an individual and as 

co-trustee of the trusts, all of Hudson, 

Wisconsin, and Kristi Erickson Kampmeyer, 

Sunfish Lake, Minnesota, as an individual and 

as co-trustee and beneficiary of the Claire L. 

Erickson Irrevocable Trust For The Benefit Of 

Kristi Erickson Kampmeyer and Descendants, 

which collectively are part of a group acting in 

concert with David Erickson, Hudson, 

Wisconsin, to gain and/or retain control of 

Freedom Bancorporation, Inc., Lindstrom, 

Minnesota, and thereby indirectly gain and/or 

retain control of Lake Area Bank, Lindstrom, 

Minnesota.

FREEDOM BANCORPORATION, 

INC.

Newspaper:

Federal Register:

CIC 11/27/2008

11/28/2008

Change in Control Notice by the Claire L. 

Erickson Irrevocable Trust II For The Benefit Of 

Kristi Erickson Kampmeyer and Descendants, 

the Claire L. Erickson Irrevocable Trust For The 

Benefit Of Marilyn J. Kron and Descendants, 

and Gary Vander Vorst as an individual and as 

co-trustee of the trusts, all of Hudson, 

Wisconsin, which collectively are part of a 

group acting in concert with Kristi Erickson 

Kampmeyer, Sunfish Lake, Minnesota, and 

Marilyn J. Kron, Hudson, Wisconsin, to gain 

control of Waseca Bancshares, Inc., Waseca, 

Minnesota, and thereby indirectly gain control 

of Roundbank, Waseca, Minnesota.

WASECA BANCSHARES, INC.

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

Federal Reserve Bank of Minneapolis

Availability of CRA Public Evaluations 

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

which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977 (12 U.S.C. 2901) and 

is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Kansas City

Filings received during the week ending November 15, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

First State Bank of Hotchkiss, Hotchkiss, 

Colorado, to merge with Colorado Mountain 

Bank, Westcliffe, Colorado, Paonia State Bank, 

Paonia, Colorado, Paonia Financial Services, 

Inc., Denver, Colorado, and Orchard Valley 

Financial Corporation, Denver, Colorado, and 

incident thereto to establish two branches in 

Delta and Westcliffe, Colorado, and to operate 

under the title of First State Bank of Hotchkiss, 

Hotchkiss, Colorado.

FIRST STATE BANK OF 

HOTCHKISS

Newspaper:

Federal Register:

* 3A1 Not available

12/12/2008

Union State Banc Holding Company, Clay 

Center, Kansas, to become a bank holding 

company through the acquisition of 100 percent 

of the voting shares of Union State Bank, Clay 

Center, Kansas.

UNION STATE BANC HOLDING 

COMPANY

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

Federal Reserve Bank of Kansas City

Availability of CRA Public Evaluations 

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

which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977 (12 U.S.C. 2901) and 

is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Dallas

Filings received during the week ending November 15, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A5 Not available

12/04/2008

Independent Bank Group, Inc., McKinney, 

Texas, to acquire by merger 100 percent of 

Independent Bank Group Central Texas, Inc., 

McKinney, Texas, and indirectly acquire 

Independent Bank, Waco, Texas.

INDEPENDENT BANK GROUP, 

INC.

Newspaper:

Federal Register:

* 3A1 11/30/2008

11/28/2008

Marion Bancshares, Inc., Marion, Texas, to 

become a bank holding company by acquiring 

100 percent of Marion State Bank, Marion, 

Texas.

MARION BANCSHARES, INC.

Newspaper:

Federal Register:

CIC Not available

11/20/2008

Notice by David 0. Rogers, Jr. and Dora Rogers 

of Edinburg, Texas, Saul and Kellye Ortega of 

Edinburg, Texas, and Arturo and Sonja Ortega 

of Weslaco, Texas, to acquire shares of, and 

thereby control, MNB Ventures, Inc., Mercedes, 

Texas, which controls Texas National Bank, 

Mercedes, Texas.

MNB VENTURES, INC.

Newspaper:

Federal Register:

* 3A1 Not available

Not available

Ocwen Financial Corporation, West Palm Beach, 

Florida, to become a bank holding company by 

acquiring 100 percent of Kent County State 

Bank, Jayton, Texas.

OCWEN FINANCIAL 

CORPORATION

Newspaper:

Federal Register:

* Branch

Not applicable

Southwest Bank, Fort Worth, Texas, to 11/18/2008

establish a branch to be located at 2200 West 

7th Street, Fort Worth, Texas 76107.

SOUTHWEST BANK

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

Federal Reserve Bank of Dallas

Availability of CRA Public Evaluations 

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

which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in 1977 (12 U.S.C. 2901) and 

is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of San Francisco

Filings received during the week ending November 15, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3 12/06/2008

12/08/2008

Carpenter Fund Manager GP, LLC, Carpenter 

Fund Management, LLC, Carpenter Community 

Bancfund, L.P., Carpenter Community 

Bancfund-A,L.P., Carpenter Community 

Bancfund-CA, L.P., CCFW, Inc., and SCJ, Inc., 

all of Irvine, California, to acquire up to 37 

percent of Manhattan Bancorp, and thereby its 

subsidiary, Bank of Manhattan, N.A., both of El 

Segundo, California.

CARPENTER FUND MANAGER 

GP, LLC

Newspaper:

Federal Register:

* 3A3

* 3A1 Not available

Carpenter Fund Manager GP LLC, Carpenter 12/07/2008

Fund Management Company LLC, Carpenter 

Community Bancfund L.P., Carpenter 

Community Bancfund-A L.P., Carpenter 

Community Bancfund-CA L.P., CCFW, Inc., and 

SCJ, Inc., all of Irvine California, to acquire PB 

Holdings, Inc., Wilmington, Delaware, and 

indirectly acquire at least 54 percent of Plaza 

Bank, Irvine, California. Additionally, PB 

Holdings, Inc., Wilmington, Delaware, to 

become a bank holding company by acquiring 

at least 54 percent of Plaza Bank, Irvine, 

California.

CARPENTER FUND MANAGER 

GP, LLC

Newspaper:

Federal Register:

* 3A1 Not available

Member

4c8

12/12/2008

Marlin Business Services Corp., Mount Laurel, 

New Jersey, to: 1) become a bank holding 

company by acquiring 100 percent of Marlin 

Business Bank, Salt Lake City, Utah, pursuant 

to section 3(a)(1) of the Bank Holding Company 

Act; 2) Marlin Business Services Corp. to 

engage indirectly in equipment leasing services 

through Marlin Leasing Corporation, both of 

Mount Laurel, New Jersey, pursuant to section 

225.28(b)(3) of Regulation Y and 4(c)(8) of the 

Bank Holding Company Act; and 3) Marlin 

Business Bank, Salt Lake City, Utah, to become 

a member of the Federal Reserve System.

MARLIN BUSINESS SERVICES 

CORP.

Newspaper:

Federal Register:

* 3A1 Not available

4c8 Not available

Tamalpais Bancorp to: 1) become a bank 

holding company by acquiring 100 percent of 

Tamalpais Bank, both of San Rafael, California, 

pursuant to section 3(a)(1) of the Bank Holding 

Company 

Act; and 2)engage in financial and investment 

advisory activities through Tamalpais Wealth 

Advisors, San Rafael, California, pursuant to 

sections 4(c)(8) of the Bank Holding Copany 

Act, and 225.28(6)(i) of Regulation Y.

Tamalpais 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