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 5, 2008

Board of Governors of the Federal Reserve System, Washington, DC 20551
Testimony And Statements

Developments in the Financial Markets -- statement by Chairman Bernanke before 

the Committee on Banking, Housing, and Urban Affairs of the U.S. Senate on April 

3, 2008.

- Published, April 3, 2008

The Economic Outlook -- statement by Chairman Bernanke before the Joint 

Economic Committee of the U.S. Congress on April 2, 2008.

- Published, April 2, 2008

Unlawful Internet Gambling -- statement by Louise L. Roseman, director of the 

Division of Reserve Bank Operations and Payment Systems, before a subcommittee 

of the House Committee on Financial Services on April 2, 2008, regarding the rule 

proposed by the Federal Reserve Board and the Secretary of the Treasury to 

implement the Unlawful Internet Gambling Enforcement Act of 2006.

- Reviewed, March 31, 2008

Bank Holding Companies

JPMorgan Chase & Co., New York, New York -- to acquire control of Bear Stearns 

Bank & Trust, Princeton, New Jersey; and to grant temporarily (1) an exemption 

from section 23A of the Federal Reserve Act and (2) relief from the Board's 

risk-based and leverage capital guidelines.

- Approved, April 1, 2008

Enforcement

First Pryority Bank, Pryor, Oklahoma -- written agreement with the Federal Reserve 

Bank of Kansas City and the Oklahoma State Banking Department.

- Announced, April 3, 2008

H.2 Board Actions March 30, 2008 to April 5, 2008

(A/C) = Addition or Correction Board - Page 1 of 2
Enforcement

Sella Holding Banca, S.p.A., Biella, Italy, and Sella Holding Banca, S.p.A. d/b/a 

Banca Sella, S.p.A., Miami Agency, Miami, Florida -- written agreement dated April 

12, 2006, terminated March 26, 2008.

- Announced, April 1, 2008

H.2 Board Actions March 30, 2008 to April 5, 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 Operational and Payment System

IF International Finance

OSDM Office of Staff Director for Management

March 30, 2008 to April 5, 2008

Bank Branches, Domestic

Arvest Bank, Fayetteville, Arkansas -- to establish a branch at 2403 West Republic 

Road, Springfield, Missouri.

St. Louis

- Approved, April 3, 2008

CSB Bank, Capac, Michigan -- to establish a branch at the southeast corner of Van 

Dyke and Hough Roads, Almont.

Chicago

- Approved, March 31, 2008

Bank Holding Companies

1st Financial Services Corporation, Hendersonville, North Carolina -- to become a 

bank holding company and to acquire Mountain 1st Bank & Trust Company, 

Hendersonville.

Richmond

- Approved, April 4, 2008

First Graham Bancorp, Inc., Graham, Texas, and First Graham Delaware 

Corporation, Dover, Delaware -- to acquire Surety Bank, Fort Worth, Texas.

Dallas

- Approved, March 31, 2008

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

First National Bank Group, Inc., Edinburg, Texas -- to indirectly acquire through 

Southside Bancshares, Inc., Tyler, and its subsidiary bank, Southside Bank, an 

interest in Southside Financial Group, LLC, Arlington, and thereby engage in lending 

activities.

Dallas

- Approved, April 2, 2008

I Bank Holding Company, Inc., Lakeway, Texas -- to become a bank holding 

company and to acquire Independent Bank of Austin, SSB, Austin.

Dallas

- Approved, April 2, 2008

Porter Mountain III, LLLP, Grand Junction, Colorado -- to become a bank holding 

company and to acquire an interest in Grand Valley Corporation, Grand Junction, and 

its subsidiary bank, Grand Valley National Bank, Heber City, Utah; and to engage de 

novo in extending credit and servicing loans. 

San Francisco

- Approved, April 4, 2008

West Suburban Bancorp, Inc., Lombard, Illinois -- to acquire G.R. Bancorp, Ltd., 

Grand Ridge, and thereby acquire The First National Bank of Grand Ridge.

Chicago

- Withdrawn, April 4, 2008

H.2 Actions under delegated authority March 30, 2008 to April 5, 2008

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

Glacier Bank, Kalispell, Montana -- to merge with Glacier Bank of Whitefish, 

Whitefish, and thereby establish branches at 319 East Second Street, Whitefish; 222 

Dewey Avenue, Eureka; and 6195 Highway 93 South, Whitefish.

Minneapolis

- Approved, April 2, 2008

Kaw Valley State Bank and Trust Company, Wamego, Kansas -- to merge with The 

First National Bank of Clifton, Clifton, and thereby establish two branches to operate 

under the title of Kaw Valley Bank and Trust Company, Wamego.

Kansas City

- Withdrawn, April 3, 2008

Change In Bank Control

Lake Park Bancshares, Inc., Lake Park, Minnesota -- to retain control of Bancshares, 

and its subsidiary bank, State Bank of Lake Park.

Minneapolis

- Permitted, April 2, 2008

Panhandle Bancshares, Inc., Guymon, Oklahoma -- change in bank control of 

Bancshares, and its subsidiary bank, Bank of the Panhandle.

Kansas City

- Permitted, April 3, 2008

Currency

Federal Reserve Notes -- revised request for the printing of notes during the fiscal 

year ending September 30, 2008.

Director, RBOPS

- Approved, April 3, 2008

H.2 Actions under delegated authority March 30, 2008 to April 5, 2008

(A/C) = Addition or Correction Delegated - 3 of 4
Extensions Of Time

JPMorgan Chase & Co., New York, New York -- extension to July 18, 2008, to 

acquire JPMorgan Chase Bank, National Association, San Francisco, California.

New York

- Granted, April 3, 2008

H.2 Actions under delegated authority March 30, 2008 to April 5, 2008

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

Federal Reserve Bank of Boston

Filings received during the week ending April 5, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 Not available

* 3A3 Not available

Application by Green Valley Bancorp, MHC, 

and Green Valley Bancorp, Inc, both of 

Southbridge, Massachusetts, to become a 

mutual bank holding company and stock bank 

holding company, respectively, by acquiring 

Southbridge Savings Bank, Southbridge, 

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

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

of 1956, as amended.

Green Valley Bancorp, 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 April 5, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

* 18C Not available

The Bank of New York, New York, New York, to 

merge with BNY Mellon Interim Institutional 

National Bank, Pittsburgh, Pennsylvania and to 

acquire 100 percent of the shares of Mellon 

Overseas Investment Corporation, Greenville, 

Delaware.

BANK OF NEW YORK MELLON 

CORPORATION, THE

Newspaper:

Federal Register:

Investment Not applicable

Not applicable

30 days' prior notice by Citibank, N.A. 

("Citibank"), Las Vegas, Nevada and Citibank 

Overseas Investment Corporation ("COIC"), 

New Castle, Delaware, to make an investment in 

Citibank Leasing S.A. Arrendamento Mercantil, 

Sao Paulo, Brazil.

CITIBANK, N.A.

Newspaper:

Federal Register:

* 3A1 05/15/2008

04/28/2008

Modern Bank Management LLC, Modern Bank 

Partners LLC and Modern Financial Inc., all of 

New York, New York, to become bank holding 

companies, through the acquisition of 100 

percent of Modern Bank, N.A., New York, New 

York.

MODERN BANK 

MANAGEMENT LLC

Newspaper:

Federal Register:

* 3A1 04/16/2008

04/18/2008

National Australia Bank Limited, National 

Equities Limited A.B.N., both of Melbourne, 

Australia, National Americas Investment, Inc., 

National Americas Holdings LLC, both of New 

York, New York to become a one-bank holding 

company, pursuant to Section 3(a)(1) of the 

BHC Act and Section 225.17 of Regulation Y, by 

acquiring Great Western Bancorporation, Inc., 

Omaha, Nebraska and its subsidiary Great 

Western Bank, Watertown, South Dakota.

NATIONAL AUSTRALIA BANK 

LIMITED

* 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 April 5, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 Not available

05/20/2008

ENB Financial Corporation, Ephrata, PA to 

become a bank holding company in connection 

with the reorganization of Ephrata National 

Bank, Ephrata, PA, merging with and into The 

Ephrata Interim National Bank, Ephrata PA.

ENB FINANCIAL CORP

Newspaper:

Federal Register:

* 3A3 Not available

Not available

The Hibshman Trust for Ephrata National Bank 

Stock, Ephrata, PA, to acquire 31.2% ENB 

Financial Corp., Ephrata, PA, and thereby 

indirectly acquire Ephrata National Bank, 

Ephrata, PA.

HIBSHMAN TRUST FOR 

EPHRATA NATIONAL BANK 

STOCK, THE

* 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 5, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch Not available

Not applicable

Fifth Thid Bank, Grand Rapids, MI to establish a 

branch at the southeast corner of State Route 54 

and Grand Boulevard, New Port Richey, FL.

FIFTH THIRD BANK

Newspaper:

Federal Register:

CIC Not available

Not available

Interagency Notices of Change in Bank Control 

filed by:

(1.) Jay L. Dunlap, Lincoln, NB to retain voting 

authority granted by proxy from Mark Dunlap 

over 58.25 shares or 55.48% of the outstanding 

voting shares of New Richmond 

Bancorporation, New Richmond, OH;

(2.) Samad Yaltaghian, Rusden, Northants, 

England, to acquire 46.75 shares or 45.52 

percent of the outstanding voting shares of 

New Richmond Bancorporation, New Richmond, 

OH;

(3.) Jay L. Dunlap, Lincoln, NB and Samad 

Yaltaghian, Rusden, Northants, England, in 

concert resulting from a proxy to vote 46.75 

shares or 45.52 percent of the outstanding 

voting shares of New Richmond 

Bancorporation, New Richmond, OH granted to 

Jay L. Dunlap by Samad Yaltaghian.

NEW RICHMOND 

BANCORPORATION

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

Federal Reserve Bank of Cleveland

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Richmond

Filings received during the week ending April 5, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 04/19/2008

04/18/2008

Alliance Financial Corporation, Gastonia, North 

Carolina, to become a bank holding company by 

acquiring 100 percent of Alliance Bank & Trust 

Company, Gastonia, North Carolina.

ALLIANCE FINANCIAL 

CORPORATION

Newspaper:

Federal Register:

* Branch

Not applicable

BankAnnapolis, Annapolis, Maryland, 04/14/2008

proposes to establish a branch at Annapolis 

Towne Center at Parole, Annapolis, Maryland.

BANKANNAPOLIS

Newspaper:

Federal Register:

* 3A5 Not available

Not available

Hampton Roads Bankshares, Inc., Norfolk, 

Virginia, to acquire 100% of the voting 

securities of Shore Financial Corporation, 

Onley, Virginia, and thereby indirectly acquire 

Shore Bank, Onley, Virginia.

HAMPTON ROADS 

BANKSHARES, INC.

Newspaper:

Federal Register:

* 18C

Not applicable

Second Bank and Trust, Fredericksburg, 04/24/2008

Virginia, to merge with First National Bank, 

Christiansburg, Virginia, and Planters Bank & 

Trust Company of Virginia, Staunton, Virginia.

SECOND BANK & TRUST

Newspaper:

Federal Register:

Member

* Branch Not applicable

Virginia Partners Bank, Fredericksburg, Virginia 04/10/2008

(in organization), to become a member of the 

Federal Reserve System and to establish two 

branches.

VIRGINIA PARTNERS 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

 1356535 CAPITALBANK, GREENWOOD, SOUTH CAROLINA 10/15/2007 01/31/2008 S Int Sm Bank

 3125315 HIGHLANDS CMNTY BK, COVINGTON, VIRGINIA 10/29/2007 01/28/2008 S Small Bank

 1190074 VIRGINIA CMRC BK, ARLINGTON, VIRGINIA 10/01/2007 01/30/2008 S Large 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 5, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

FBSEA Not available

Not applicable

Caixa de Aforros de Vigo, Ourense e 

Pontevedra, Vigo, Spain, to establish 

international bank branches in New York, New 

York, Chicago, Illinois, Los Angeles, California, 

and Houston, Texas.

CAIXA DE AFORROS DE VIGO, 

OURENSE E PONTEVEDRA

Newspaper:

Federal Register:

4c8 Not applicable

04/21/2008

Franklin Financial Network, Inc., Franklin, 

Tennessee, to acquire the assets and assume 

the liabilities of Banc Compliance Group, LLC., 

Franklin, Tennessee, and thereby engage, 

through its wholly-owned subsidiary, Banc 

Compliance Group, Inc., Franklin, Tennessee, in 

providing management consulting and 

counseling activities.

FRANKLIN FINANCIAL 

NETWORK, 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 April 5, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

Member Not available

* 18C

* Branch

Not applicable

Alpine Bank of Illinois, Rockford, Illinois, to 

become a member of the Federal Reserve 

System, and by Alpine Bank of Illinois, 

Rockford, Illinois, to merge with Belvidere 

National Bank & Trust Company, Belvidere, 

Illinois, and thereby to establish 7 branches.

ALPINE BANK OF ILLINOIS

Newspaper:

Federal Register:

* Branch

Not applicable

Citizens Bank, Flint, Michigan, to establish a 04/04/2008

branch to be located at 32507 Northwestern 

Highway, Farmington Hills, Michigan.

CITIZENS BANK

Newspaper:

Federal Register:

* 3A5 Not available

05/02/2008

MainSource Financial Group, Inc., Greensburg, 

Indiana, to acquire 100 percent of the voting 

shares of 1st Independence Financial Group, 

Inc., Louisville, Kentucky, and thereby 

indirectly acquire 1st Independence Bank, 

Louisville, Kentucky.

MAINSOURCE FINANCIAL 

GROUP, INC.

Newspaper:

Federal Register:

CIC Not available

Not available

Notice by Fred W. McKee, Brownsburg, 

Indiana, Grace M. Norris, Indianapolis, Indiana, 

George D. McKee, Binghamton, New York, and 

David H. McKee, Indianapolis, Indiana, to retain 

their ownership of greater than 25 percent of the 

outstanding stock of Midstate Financial 

Corporation, Brownsburg, Indiana, and thereby 

indirectly retain Hendricks County Bank & 

Trust Company, Brownsburg, Indiana.

MIDSTATE FINANCIAL 

CORPORATION

Newspaper:

Federal Register:

* 3A3 Not available

05/02/2008

Northstar Financial Group, Inc., Bad Axe, 

Michigan, to acquire 100 percent of the voting 

shares of Grand Haven Bank, Grand Haven, 

Michigan, Kent Commerce Bank, Kentwood, 

Michigan, Muskegon Commerce Bank, 

Muskegon, Michigan, and Paragon Bank & 

Trust, Holland, Michigan.

NORTHSTAR FINANCIAL 

GROUP, INC.

Newspaper:

Federal Register:

* 3A1 02/22/2008

02/25/2008

NRBC Holding Corporation, Chicago, Illinois, to 

become a bank holding company by acquiring 

100 percent of the voting shares of The National 

Republic Bank of Chicago, Chicago, Illinois.

NRBC HOLDING CORPORATION

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

Federal Reserve Bank of Chicago

Filings received during the week ending April 5, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3

* 4c8 Not available

Black River BancVenture, Inc., Memphis, 04/25/2008

Tennessee, Spence Limited, L.P., Nashville, 

Tennessee and Financial Junk, L.L.C., Nashville, 

Tennessee, to each acquire 22% of Alliant Bank, 

Sedgwick, Kansas; 9% of Farmers Savings 

Bank, Keota, Iowa; 20% of Gorham State Bank, 

Gorham, Kansas; 10% of Greensburg State 

Bank, Greensburg, Kansas; 8% of Kansas State 

Bank, Overbrook, Kansas; 15% of Leonardville 

State Bank, Leonardville, Kansas; 8% of 

Marquette Farmers State Bank, Marquette, 

Kansas; 19% of Community Shores Bank 

Corporation, Muskegon, Michigan, and thereby 

indirectly acquire Community Shores Bank, 

Muskegon, Michigan; 15% of Allegiance Bank 

of North America, Bala Cynwyd, Pennsylvania; 

15% of Bay Commercial Bank, Walnut Creek, 

California; 9.90% of Cornerstone Bank, 

Moorestown, New Jersey; 6% of SFB Bancorp, 

Inc., Elizabethon, Tennessee, and indirectly 

acquire Security Federal Bank, Elizabethon, 

Tennessee, and thereby to operate a savings 

association, and 9.9% of Quaint Oak Bancorp, 

Southampton, Pennsylvania, and indirectly 

acquire Quaint Oak Savings Bank, 

Southampton, Pennsylvania, and thereby 

operate a savings association.

Spence Limited L.P.

Newspaper:

Federal Register:

* 3A1

Not available

Spence Limited, L.P., Nashville, Tennessee and 04/25/2008

Financial Junk, L.L.C., Nashville, Tennessee, to 

each become a bank holding company by 

acquiring 48 percent of the voting shares of 

Michigan Community Bancorp, Ltd., Sterling 

Heights, Michigan, and thereby indirectly 

acquire Lakeside Community Bank, Sterling 

Heights, Michigan.

Spence Limited L.P.

Newspaper:

Federal Register:

* 18C

* Branch Not applicable

State Bank of the Lakes, Antioch, Illinois, to 03/31/2008

purchase the assets and assume the liabilities of 

the Lake Villa, Illinois branch of Libertyville 

Bank and Trust Company, Libertyville, Illinois, 

and thereby to establish a branch located at 345 

South Milwaukee Avenue, Lake Villa, Illinois.

STATE BANK OF THE LAKES

Newspaper:

Federal Register:

* 3A1 Not available

04/07/2008

Wisconsin Bancorp, Inc., Milwaukee, 

Wisconsin, to become a bank holding company 

by acquiring 100 percent of the voting shares of 

Mid America Bank, Janesville, Wisconsin.

WISCONSIN BANCORP, 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

 910042 BANK OF IL, NORMAL, ILLINOIS 09/04/2007 03/27/2008 S Small Bank

 653648 FIRST AMER BK, FORT DODGE, IOWA 11/05/2007 03/17/2008 S Large Bank

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of St. Louis

Filings received during the week ending April 5, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

Arvest Bank, Fayetteville, Arkansas, to 04/17/2008

establish a branch facility to be located at 1133 

N. Bryant Avenue, Edmond, Oklahoma.

ARVEST BANK

Newspaper:

Federal Register:

* 3A3 04/17/2008

04/14/2008

Cross County Bancshares, Inc., Wynne, 

Arkansas, to acquire additional shares of First 

Southern Bank, Batesville, Arkansas. The 

acquisition will result in Cross County 

Bancshares, Inc., owning up to 13.13 percent of 

First Southern Bank.

CROSS COUNTY BANCSHARES, 

INC.

Newspaper:

Federal Register:

* Branch

Not applicable

First Bank, St. Louis, Missouri, to establish a 04/16/2008

branch facility to be located at 858 Arnold 

Commons Drive, Arnold, Missouri.

FIRST BANK

Newspaper:

Federal Register:

* 3A5 05/02/2008

05/02/2008

First Financial Service Corporation, 

Elizabethtown, Kentucky, to merge with FSB 

Bancshares, Inc., Lanesville, Indiana, and 

thereby indirectly acquire The Farmers State 

Bank, Lanesville, Indiana.

FIRST FINANCIAL SERVICE 

CORPORATION

Newspaper:

Federal Register:

* 3A3 04/25/2008

04/28/2008

Lonoke Bancshares, Inc., Lonoke, Arkansas, to 

acquire additional shares of First Southern 

Bank, Batesville, Arkansas. The acquisition will 

result in Lonoke Bancshares, Inc., owning up to 

13.91 percent of First Southern Bank.

LONOKE BANCSHARES, INC.

Newspaper:

Federal Register:

* 3A3

Not available

Reliable Community Bancshares, Inc., Perryville, 05/02/2008

Missouri, to acquire 100 percent of Countryside 

Bancshares, Inc., Republic, Missouri, and 

thereby indirectly acquire Countryside Bank, 

Republic, Missouri.

RELIABLE COMMUNITY 

BANCSHARES, INC.

Newspaper:

Federal Register:

3A1 Not applicable

Not applicable

Triad Bancorp, Inc., Frontenac, Missouri, to 

become a bank holding company by acquiring 

100 percent of Triad Bank, Frontenac, Missouri.

TRIAD BANCORP, 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

 48374 FIRST FINANCIAL BK, EL DORADO, ARKANSAS 10/29/2007 02/28/2008 S Int Sm Bank

 618740 OHIO VALLEY BK, HENDERSON, KENTUCKY 12/03/2007 03/20/2008 S Small Bank

 909055 PEOPLES B&TC, TROY, MISSOURI 11/26/2007 03/14/2008 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 April 5, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

04/07/2008

Change in Control notice by John M. Morrison 

Revocable Trust #4, dated January 18, 2000, 

John M. Morrison Trustee, Naples, Florida, to 

gain control of Central Bancshares Inc., Golden 

Valley, Minnesota and thereby indirectly gain 

control of Central Bank, Stillwater, Minnesota.

CENTRAL BANCSHARES, INC.

Newspaper:

Federal Register:

* 3A5 Not available

04/17/2008

Frandsen Financial Corporation, Arden Hills, 

Minnesota, to merge with Anderson Financial 

Group, Inc., Wayzata, Minnesota and thereby 

indirectly acquire Northern National Bank, 

Nisswa, Minnesota.

FRANDSEN FINANCIAL 

CORPORATION

Newspaper:

Federal Register:

* 3A5 Not available

04/17/2008

Frandsen Financial Corporation, Arden Hills, 

Minnesota, to merge with Tower Bancshares, 

Inc., Cloquet, Minnesota, and thereby indirectly 

acquire State Bank of Tower, Tower, Minnesota.

FRANDSEN FINANCIAL 

CORPORATION

Newspaper:

Federal Register:

* 3A3 Not available

04/28/2008

Kirkwood Bancorporation Co., Bismarck, North 

Dakota, to acquire 27.67% of Kirkwood 

Bancorporation of Nevada, Inc., Las Vegas, 

Nevada, and thereby indirectly acquire 

Kirkwood Bank of Nevada, Las Vegas, Nevada, 

a de novo bank.

KIRKWOOD 

BANCORPORATION CO.

Newspaper:

Federal Register:

* 3A1 Not available

04/28/2008

Kirkwood Bancorporation of Nevada, Inc., Las 

Vegas, Nevada, to become a bank holding 

company by acquiring 100 percent of Kirkwood 

Bank of Nevada, a de novo bank.

KIRKWOOD 

BANCORPORATION OF 

NEVADA, INC.

Newspaper:

Federal Register:

CIC Not available

04/09/2008

Notice by Louis B. Olsen, Eagan, Minnesota, to 

acquire 23% of the shares of Northern Star 

Financial, Inc., Mankato, Minnesota, and 

thereby indirectly gain control of Northern Star 

Bank, Mankato, Minnesota.

NORTHERN STAR FINANCIAL, 

INC.

Newspaper:

Federal Register:

CIC Not available

04/18/2008

Notice by Timothy A. Tierney, Madison, 

Wisconsin, as an individual, and as a group 

acting in concert with Mark R. Tierney, 

Superior, Wisconsin, David S. Tierney, Eden 

Prairie, Minnesota, the Robert V. Tierney Trust, 

Timothy Tierney as trustee, Madison, 

Wisconsin, and the Faith M. Tierney Trust, 

Timothy Tierney as trustee, Madison, 

Wisconsin, to acquire control of Superior 

Bancorporation LTD, Superior, Wisconsin, and 

thereby indirectly acquire control of Community 

Bank Superior, Superior, Wisconsin.

SUPERIOR BANCORPORATION, 

LTD.

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

Federal Reserve Bank of Minneapolis

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Kansas City

Filings received during the week ending April 5, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

04/16/2008

Notice by Ricky Kunze, Roca, Nebraska, 

individually and as a member of the Kunze 

family group; and Amy Hunzeker and John 

Kostecka, both of Table Rock, Nebraska; 

Michelle Phillips, Omaha, Nebraska, and 

Spencer Kunze, Roca, Nebraska; all as members 

of the Kunze family group, to acquire control of 

Duroc Investment Company, parent of State 

Bank of Table Rock, both in Table Rock, 

Nebraska, through the acquisition of voting 

shares.

DUROC INVESTMENT 

COMPANY

Newspaper:

Federal Register:

CIC Not available

04/16/2008

Notice by Gentner F. Drummond, Tulsa, 

Oklahoma, to acquire control of Healthcare 

Bancorp, Inc., parent of First Bankcentre, both 

of Broken Arrow, Oklahoma, through the 

acquisition of voting shares.

HEALTHCARE BANCORP, INC.

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

Kaw Valley State Bank and Trust Company, 

Wamego, Kansas, to merge with The First 

National Bank of Clifton, Clifton, Kansas, and 

incident thereto to establish two branches, and 

to operate under the title of Kaw Valley Bank 

and Trust Company, Wamego, Kansas.

KAW VALLEY STATE BANK 

AND TRUST COMPANY

Newspaper:

Federal Register:

* 3A3 05/05/2008

05/02/2008

Las Vegas Bancorporation, Inc., Las Vegas, 

New Mexico, to retain its 24.76 percent 

ownership and to increase its ownership up to 

53 percent of Bethlehem Financial Corporation, 

parent of My Bank, both in Belen, New Mexico.

LAS VEGAS 

BANCORPORATION, INC.

Newspaper:

Federal Register:

CIC Not available

04/22/2008

Notice by Robert I. Guenthner, Newton, Kansas, 

and Ivan D. Knudsen, Wichita, Kansas, as 

co-trustees of the V. Jerry Blue Master Trust, to 

acquire control of Republic Financial 

Corporation, parent of Southwest National 

Bank, both in Wichita, Kansas, as fiduciaries.

REPUBLIC FINANCIAL 

CORPORATION

* 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

 146056 ALLNATIONS BK, CALUMET, OKLAHOMA 12/17/2007 03/17/2008 S Small Bank

 285151 COLORADO B&TC OF LA JUNTA, LA JUNTA, COLORADO 12/03/2007 03/05/2008 S Small Bank

 405959 F&M B&TC, TULSA, OKLAHOMA 11/26/2007 03/19/2008 S Large 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 April 5, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

Comerica Bank, Dallas, Texas, to establish a 04/15/2008

branch to be located at 32022 Camino 

Capistrano, San Juan Capistrano, California 

92675.

COMERICA BANK

Newspaper:

Federal Register:

* 3A1 04/25/2008

04/28/2008

Plains Acquisition Corporation, Kingwood, 

Texas, to become a bank holding company by 

acquiring 100 percent of Plains State Financial 

Corporation, Plains, Texas, and indirectly 

acquire Plains Bancshares, Inc., Dover, 

Delaware, and Plains State Bank, Plains, Texas.

PLAINS ACQUISITION 

CORPORATION

Newspaper:

Federal Register:

CIC Not available

04/22/2008

Notices by Ms. Laura Lankford, West, Texas; 

Mr. George B. Graves, Jr., Waco, Texas; and 

Ms. Sarah Lou Bracken, Waco, Texas, to 

acquire 37.04 percent; 27.93 percent; and 26.33 

percent, respectively, of West Bancshares, Inc., 

West, Texas, and indirectly acquire Pointwest 

Bank, West, Texas.

WEST BANCSHARES, 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 April 5, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC

Not available

Notice by Toinette Rossi, Manteca, California, 04/16/2008

to retain in excess of 10 percent of Delta 

National Bancorp, and thereby indirectly 

control its subsidiary, Delta Bank NA, both of 

Manteca, California.

DELTA NATIONAL BANCORP

Newspaper:

Federal Register:

CIC 04/23/2008

04/24/2008

Notice by Kenneth R. Lehman and Joan A. 

Lehman, Arlington, Virginia, to retain their 

ownership of 11.1 percent of ICB Financial, and 

thereby indirectly control its subsidiary, Inland 

Community Bank, N.A., both of Ontario, 

California.

ICB FINANCIAL

* 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