Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 17

Week Ending April 28, 2007

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions April 22, 2007 to April 28, 2007

Testimony And Statements

Industrial Loan Companies -- statement by Vice Chairman Kohn before the House 

Committee on Financial Services.

- Published, April 25, 2007 

(AC) = Addition or Correction Board - Page 1 of 1
April 22, 2007 to April 28, 2007

BS&R

C&CA

FOMC

RBOPS

IF

OSDM

Banking Supervision and Regulation

Consumer and Community Affairs

Federal Open Market Committee

Reserve Bank Operations and Payment Systems

International Finance

Office of Staff Director for Management

H.2 Actions under delegated authority

Bank Branches, Domestic

Bank of Lenawee, Adrian, Michigan -- to establish a branch at 1447 West Chicago 

Boulevard, Tecumseh.

- Approved, April 26, 2007 

Chicago

Cumberland Bank, Franklin, Tennessee -- to establish branches at 9200 Carothers 

Parkway, Franklin, and 1470 South Church Street, Murfreesboro.

- Approved, April 24, 2007 

Atlanta

Fifth Third Bank, Cincinnati, Ohio -- to establish a branch at 4724 Liberty Avenue, 

Bloomfield, Pennsylvania.

- Approved, April 27, 2007 

Cleveland

Fifth Third Bank, Cincinnati, Ohio -- to establish a branch at 2620 Washington 

Road, Canonsburg, Pennsylvania.

- Approved, April 27, 2007 

Cleveland

Fifth Third Bank, Grand Rapids, Michigan -- to establish a branch at 4630 State 

Route 64 East, Bradenton, Florida.

- Approved, April 27, 2007 

Cleveland

Fifth Third Bank, Grand Rapids, Michigan -- to establish a branch at 17751 Gunn 

Highway, Odessa, Florida.

- Approved, April 27, 2007 

Cleveland

Fifth Third Bank, Grand Rapids, Michigan -- to establish a branch at 114 Hancock 

Bridge Parkway West, Cape Coral, Florida.

- Approved, April 27, 2007 

Cleveland

(AC) = Addition or Correction Delegated - Page 1 of 7
H.2 Actions under delegated authority April 22, 2007 to April 28, 2007

Bank Branches, Domestic

Fifth Third Bank, Grand Rapids, Michigan -- to establish a branch at 13001 North 

Dale Mabry Highway, Tampa, Florida.

- Approved, April 27, 2007 

Cleveland

Fifth Third Bank, Grand Rapids, Michigan -- to establish a branch at 96 Yorktown 

Shopping Center, Lombard, Illinois.

- Approved, April 27, 2007 

Cleveland

First American Bank, Purcell, Oklahoma -- to establish a branch at 10731 South 

Western Avenue, Oklahoma City.

- Approved, April 25, 2007 

Kansas City

Sun American Bank, Boca Raton, Florida -- to establish a branch at 9293 Glades 

Road.

- Approved, April 25, 2007 

Atlanta

Susquehanna Bank Pennsylvania, Lititz, Pennsylvania -- to establish a branch at 

100 Sterling Parkway, Mechanicsburg.

- Approved, April 23, 2007 

Philadelphia

Bank Holding Companies

Atlantic Capital Bancshares, Inc., Atlanta, Georgia -- to become a bank holding 

company and to acquire Atlantic Capital Bank, a de novo bank.

- Approved, April 27, 2007 

Atlanta

Bank of America Corporation, Charlotte, North Carolina -- to engage on a limited 

basis in physical commodity trading activities as an activity that is complementary 

to a financial activity.

- Approved, April 24, 2007 

Director, BS&R

(AC) = Addition or Correction Delegated - Page 2 of 7
H.2 Actions under delegated authority April 22, 2007 to April 28, 2007

Bank Holding Companies

BankCap Partners Fund I, L.P., Dallas, Texas; BCP Fund I Southeast Holdings, 

LLC; BankCap Equity Fund, LLC; and BankCap Partners GP, L.P. -- to become a 

bank holding company and to acquire 49.9 percent of the shares of Atlantic Capital 

Bancshares, Inc., Atlanta, Georgia, and thereby acquire Atlantic Capital Bank, a de 

novo bank.

- Approved, April 27, 2007 

Atlanta

BOK Financial Corporation, Tulsa, Oklahoma -- to acquire, through its subsidiary 

BOKF Merger Corporation Number Twelve, Worth Bancorporation, Inc., Lake 

Worth, Texas, and Worth National Bank; and for BOKF Merger Corporation to 

merge with Worth Bancorporation, Inc.

- Approved, April 25, 2007 

Kansas City

Boymelgreen Financial Holdings Inc., New York, New York -- to become a bank 

holding company and to acquire LibertyPointe Bank.

- Approved, April 23, 2007 

New York

Community Bank System, Inc., Dewitt, New York -- to acquire Hand Benefits & 

Trust, Inc. and thereby engage in employee benefit plan administration, trust 

services, and securities brokerage.

- Approved, April 25, 2007 

New York

Fidelity Southern Corporation, Atlanta, Georgia -- waiver of application in 

connection with the acquisition of United Heritage Bank, Orlando, Florida.

- Granted, April 26, 2007 

Atlanta

First Bank Lubbock Bancshares, Inc., Lubbock, Texas, and Outsource Delaware 

Capital Group, Inc., Dover, Delaware -- to acquire Wilson Bancshares, Inc., 

Wilson, Texas, and Wilson State Bank.

- Approved, April 26, 2007 

Dallas

(AC) = Addition or Correction Delegated - Page 3 of 7
H.2 Actions under delegated authority April 22, 2007 to April 28, 2007

Bank Holding Companies

First Priority Financial Corp., Malvern, Pennsylvania -- to become a bank holding 

company and to acquire First Priority Bank.

- Approved, April 26, 2007 

Philadelphia

Firstbank Corporation, Alma, Michigan -- to merge with ICNB Financial 

Corporation, Ionia, and thereby acquire Ionia County National Bank of Ionia.

- Approved, April 27, 2007 

Chicago

Gateway Financial Holdings of Florida, Inc., Ormond Beach, Florida -- to acquire 

Gateway Bank of Central Florida, Ocala, a de novo bank.

- Approved, April 26, 2007 

Atlanta

Marshall & Ilsley Corporation, Milwaukee, Wisconsin, and EBC Acquisition 

Corporation -- to acquire Excel Bank Corporation, Minneapolis, Minnesota, and 

Excel Bank Minnesota.

- Approved, April 23, 2007 

Secretary

MetLife, Inc., New York, New York -- request for an exemption under the 

Depository Institutions Management Interlocks Act and Regulation L.

- Granted, April 23, 2007 

General Counsel

New Hampshire Thrift Bancshares, Inc., Newport, New Hampshire -- waiver of 

application to acquire First Brandon Financial Corporation, Brandon, Vermont, and 

First Brandon National Bank.

- Granted, April 27, 2007 

Boston

(AC) = Addition or Correction Delegated - Page 4 of 7
H.2 Actions under delegated authority April 22, 2007 to April 28, 2007

Bank Holding Companies

Rabobank Nederland B*B, Utrecht, Netherlands; Cooperatieve Centrale RaiffeisenBoerenleenbank B.A.; Rabobank Nederland; Rabobank International Holding B.V.; 

Utrecht-America Holdings, Inc., New York, New York; and VIB Corp, El Centro, 

California -- waiver of application to acquire Mid-State Bancshares, Arroyo 

Grande, California, in connection with the merger of Mid-State Bank & Trust with 

Rabobank, N.A., El Centro.

- Granted, April 26, 2007 

New York

SWNB Bancorp, Inc., Houston, Texas -- to acquire Nevada National Bank, Las 

Vegas, Nevada, a de novo bank.

- Approved, April 25, 2007 

Dallas

TIB The Independent BankersBank, Irving, Texas; Independent Bankers Financial 

Corporation; and IBFC Nevada Corporation, Reno, Nevada -- waiver of application 

to acquire South Bay Bank, National Association, Torrance, California.

- Granted, April 25, 2007 

Dallas

Waterford Bancorp, Sylvania Township, Ohio -- to become a bank holding 

company and to acquire Waterford Bank, N.A.

- Approved, April 23, 2007 

Cleveland

Banks, Foreign

The Royal Bank of Scotland plc, Edinburgh, Scotland -- to establish a branch in 

Greenwich, Connecticut.

- Approved, April 26, 2007 

Director, BS&R

(AC) = Addition or Correction Delegated - Page 5 of 7
H.2 Actions under delegated authority April 22, 2007 to April 28, 2007

Extensions Of Time

The Bank of New York Mellon Corporation, New York, New York -- commenter's 

request to extend the comment period on the application to acquire The Bank of 

New York Company, Inc. and Mellon Financial Corporation, Pittsburgh, 

Pennsylvania.

- Denied, April 25, 2007 

Secretary

Southwest Bank of St. Louis, St. Louis, Missouri -- extension to July 31, 2007, to 

establish a branch at 101 Laura K Drive, O'Fallon.

- Granted, April 24, 2007 

Chicago

Susquehanna Bank, Hagerstown, Maryland -- extension to November 10, 2007, to 

establish a branch at 1525 Rock Spring Road, Forest Hill.

- Granted, April 25, 2007 

Richmond

Susquehanna Bank, Hagerstown, Maryland -- extension to December 2, 2007, to 

establish a branch at 12875 Washington Township Boulevard, Rouzerville, 

Pennsylvania.

- Granted, April 26, 2007 

Richmond

Financial Holding Companies

The Tampa Banking Company, Tampa, Florida -- election to become a financial 

holding company.

- Effective, April 27, 2007 

Atlanta

International Operations

Citibank, N.A., New York, New York -- waiver of remainder of notification period 

for Citibank, N.A., Las Vegas, Nevada, and Citibank Overseas Investment 

Corporation, New Castle, Delaware, to acquire Egg Banking plc, London, United 

Kingdom, and modification of the aggregate investment limit of Regulation K.

- Granted, April 23, 2007 

Director, BS&R

(AC) = Addition or Correction Delegated - Page 6 of 7
H.2 Actions under delegated authority April 22, 2007 to April 28, 2007

Membership

First Citizens Bank, Elizabethtown, Kentucky -- to become a member of the Federal 

Reserve System.

- Approved, April 23, 2007 

St. Louis

Select Bank, Lynchburg, Virginia, a de novo bank -- to become a member of the 

Federal Reserve System.

- Approved, April 24, 2007 

Richmond

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

Federal Reserve Bank of Boston

Filings received during the week ending April 28, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A5

* 3A3

05/17/2007

05/11/2007

BankFive, MHC, and BankFive Corporation,

both of Fall River, Massachusetts to acquire

New Bedford Community Bancorp and its

subsidiary bank, Luzo Community Bank, both

of New Bedford, Massachusetts, pursuant to

sections 3(a)(3) and 

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

1956, as amended.

BANKFIVE, MHC

* 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 28, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3 Not available

* 3A1 05/04/2007

Banco Bilbao Vizcaya Argentaria, S.A.

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

Bancshares, Inc., Birmingham, Alabama, and

thereby indirectly acquire its U.S. bank

subsidiaries, Compass Bank, Birmingham,

Alabama, and Central Bank of the South,

Anniston, Alabama.

In addition, Circle Merger Corp., Birmingham,

Alabama, a wholly-owned subsidiary of

Compass Bancshares, Inc., to become a bank

holding company by acquiring Compass

Bancshares Inc., for a moment in time, to

facilitate the acquisition of Compass

Bancshares,Inc. by BBVA.

Furthermore, Blue Transaction Corporation,

The Woodlands, Texas, a wholly-owned

subsidiary of BBVA, proposes to become a

bank holding company through the merger of

Circle Merger Corp., with and into Blue

Transaction Corporation.

BANCO BILBAO VIZCAYA

ARGENTARIA, S.A.

Newspaper:

Federal Register:

* Branch

Not applicable

Chemung Canal Trust Company, Elmira, New 05/05/2007

York, requests approval to establish a branch

office located at 127 Court Street, Binghamton,

New York.

CHEMUNG CANAL TRUST

COMPANY

Newspaper:

Federal Register:

FBSEA Not available

Not applicable

The Industrial and Commercial Bank of China,

Limited, Beijing, Peoples Republic of China is

applying to establish a branch in New York.

INDUSTRIAL AND

COMMERCIAL BANK OF

CHINA, LIMITED, THE

Newspaper:

Federal Register:

FBSEA Not available

Not applicable

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

the federally licensed branch of former

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

York.

INTESA SANPAOLO S.P.A.

Newspaper:

Federal Register:

Investment Not applicable

Not applicable

JP Morgan Structured Fund Management SAS

("JPMSFM") an indirect subsidiary of JP

International Finance Limited ("JPMIF"), an

Edge corporation and an indirect subsidiary of

JPMorgan Chase Bank, National Association,

Newark, Delaware, submits notice, pursuant to

Section 211.9(f) of Regulation K, to permit the

investment by a fund structure advised and

deemed controlled by JPMSFM to make

portfolio investments.

JPMORGAN CHASE & CO.

Newspaper:

Federal Register:

* Branch

Not applicable

Manufacturers and Traders Trust Company 05/05/2007

requests approval to open and occupy a

full-service branch to be located at BWI

Airport, Anne Arundel County, Maryland

21240.

MANUFACTURERS AND

TRADERS TRUST COMPANY

Newspaper:

Federal Register:

* 3A1 Not available

05/21/2007

Orange County Bancorp, Inc., to acquire 100

percent of the voting shares of Orange County

Trust Compnay, both of Middletown, New

York.

Orange County Bancorp

* 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 28, 2007

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 April 28, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

Community Trust Bank, Inc., Pikeville, KY to 04/25/2007

establish a branch at Pullman Square,

Huntington, WV.

COMMUNITY TRUST BANK,

INC.

Newspaper:

Federal Register:

* Branch

Not applicable

Minster Bank, Minster, OH to provide mobile 05/05/2007

branch services to particular customers in

Allen, Augulaize, Mercer, Shelby, Darke,

Miami, and Montgomery Counties, OH.

MINSTER BANK

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

Federal Reserve Bank of Cleveland

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Richmond

Filings received during the week ending April 28, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

Bank of Lancaster, Kilmarnock, Virginia, 05/18/2007

proposes to establish a branch at 15104

Northumberland Highway, Burgess, Virginia.

BANK OF LANCASTER

Newspaper:

Federal Register:

* Branch

Not applicable

Bank of McKenney, McKenney, Virginia, 05/07/2007

proposes to establish a branch at 4300 Owens

Way, Prince George, Virginia.

BANK OF MCKENNEY

Newspaper:

Federal Register:

* Branch

Not applicable

Virginia Commerce Bank, Arlington, Virginia, 05/07/2007

proposes to establish a branch at 14701 Lee

Highway Units A 107 and 108, Centreville,

Virginia.

VIRGINIA COMMERCE 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

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Atlanta

Filings received during the week ending April 28, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

Bank Independent, Sheffield, Alabama, to 04/28/2007

establish a branch located at The Crossings of

Decatur, 2606 Highway 31, Decatur, Alabama.

BANK INDEPENDENT

Newspaper:

Federal Register:

* 3A5 Not available

05/29/2007

Buckhead Community Bancorp, Inc., Atlanta,

Georgia, to merge with Allied Bancshares,

Inc., and thereby acquire its subsidiary, First

National Bank of Forsyth County, both of

Cumming, Georgia.

BUCKHEAD COMMUNITY

BANCORP, INC.

Newspaper:

Federal Register:

* 18C

Not applicable

Covington County Bank, Andalusia, Alabama, 05/24/2007

to merge with People's Community Bank of the

West Coast, Sarasota, Florida.

COVINGTON COUNTY BANK

Newspaper:

Federal Register:

* Branch

Not applicable

Regions Bank, Birmingham, Alabama, to 05/09/2007

establish branches at the following locations:

4626 General Degaulle Drive, Algiers,

Louisiana, to be known as the Algiers Branch;

1300 Clayton Road, Ellisville, Missouri, to be

known as the Ellisville Branch; 16046

Highway 280, Chelsea, Alabama, to be known

as the Chelsea Branch; SW Quadrant of Three

Oaks and Corkscrew, Estero, Florida, to be

known as the Miromar Branch; 3080 Columbia

Ave, Franklin, Tennessee, to be known as the

Parkway Commons Branch; intersection of

Boy Scout and Summerlin Drive, Ft. Myers,

Florida, to be known as the

Boyscout/Summerlin Branch; Parkside Drive

at Turkey Cove Lane, Knoxville, Tennessee, to

be known as the Parkside Plaza Branch;

Parkstone Boulevard and SR 434, Winter

Springs, Florida, to be known as the Parkstone

- Winter Springs Branch; Highway 14 East and

McQuee, Prattville, Alabama, to be known as

the North Pratville Branch; and 8407 Little

Road, New Port Richey, Florida, to be known

as the Little Road Branch.

REGIONS BANK

Newspaper:

Federal Register:

* 3A5 05/19/2007

05/25/2007

WGNB Corp., Carrollton, Georgia, to merge

with First Haralson Corporation, and thereby

acquire its subsidiary, First National Bank of

Georgia, both of Buchanan, Georgia.

WGNB CORP.

* 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 28, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 Not available

05/18/2007

Broadway Bancorp, Inc., Chicago, Illinois, to

become a bank holding company by acquiring

100 percent of the voting shares of Broadway

Bank, Chicago, Illinois.

BROADWAY BANCORP, INC.

Newspaper:

Federal Register:

* Branch Not available

Not applicable

Comerica Bank, Detroit, Michigan, to establish

two branch facilities to be located at 13000

Saratoga-Sunnyvale Road, Saratoga, California

and 955 J Street, San Diego, California.

COMERICA BANK

Newspaper:

Federal Register:

CIC 05/07/2007

05/07/2007

Notice by Randall R. Schwartz, the Susan M.

Schwartz Trust, Orland Park, Illinois, Susan

M. Schwartz as trustee of the Susan M.

Schwartz Trust, Richard H. Schwartz, Esther

V. Schwartz, both of Lemont, Illinois, the

Clarence J. Ludwig Trust, Sarasota, Florida,

Clarence J. Ludwig as trustee of the Clarence

J. Ludwig Trust, the Mary Lou Ludwig Trust,

Sarasota, Florida, Mary Lou Ludwig as trustee

of the Mary Lou Ludwig Trust, the William D.

Ludwig Trust, Lincoln, Nebraska, William D.

Ludwig as trustee of the William D. Ludwig

Trust, Linda S. Macaskill, the John D.

Macaskill Revocable Trust, Sarasota, Florida,

and John D. Macaskill as trustee of the John D.

Macaskill Revocable Trust (collectively,

"Notificants"), to retain over 25 percent of the

voting shares of First Personal Financial Corp.,

Orland Park, Illinois ("Corp"), and thereby

indirectly retain shares of First Personal Bank,

Orland Park, Illinois.

FIRST PERSONAL FINANCIAL

CORP.

Newspaper:

Federal Register:

* 3A1 Not available

05/03/2007

Fox River Financial Corporation, Burlington,

Wisconsin, to become a bank holding company

by acquiring 100 percent of the voting shares

of Fox River State Bank, Burlington,

Wisconsin.

FOX RIVER FINANCIAL

CORPORATION

Newspaper:

Federal Register:

* Branch

Not applicable

Libertyville Bank & Trust Company, 05/02/2007

Libertyville, Illinois, to establish a branch

facility to be located at 1001 Lakeview

Parkway, Vernon Hills, Illinois.

LIBERTYVILLE BANK &

TRUST COMPANY

Newspaper:

Federal Register:

* 3A1 Not available

05/18/2007

St. Anne Bancorp, Inc., St. Anne, Illinois, to

become a bank holding company by acquiring

100 percent of the voting shares of National

Bank of Saint Anne, Saint Anne, Illinois.

ST ANNE 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

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of St. Louis

Filings received during the week ending April 28, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

Not available

Notice by the Wilson-Gardner Family Control

Group, Jackson, Mississippi, to retain control

of Commerce Bancorp, Inc., Greenwood,

Mississippi. The Control Group consists of

Alice King Harrison, Forrest City, Arkansas;

Fred Gillaspy Wilson, Jackson, Mississippi;

John Frederick Wilson, Jackson, Mississippi;

Margaret Gardner Wilson, Ridgeland,

Mississippi; Margaret Wilson Ethridge,

Madison, Mississippi; Ermis King Wilson,

Sterlington, Louisiana; Edna Earl Douglas,

Memphis, Tennessee; Alison Wilson Page,

Sterlington, Louisiana; and Ermis M. Wilson,

Sterlington, Louisiana.

COMMERCE BANCORP, INC

Newspaper:

Federal Register:

* 3A3 05/27/2007

05/29/2007

Community First Bancshares, Inc., Harrison,

Arkansas ("Community"), to acquire additional

shares of White River Bancshares Company,

Fayetteville, Arkansas ("Bancshares"), and

thereby indirectly acquire Signature Bank,

Fayetteville, Arkansas. The acquisition will

result in Community retaining ownership of up

to 23.13 percent of Bancshares stock.

COMMUNITY FIRST

BANCSHARES, INC.

Newspaper:

Federal Register:

* Branch

Not applicable

First Bank, St. Louis, Missouri, to establish a 05/05/2007

branch facility to be located at 7833 Highway

N, Dardenne Prairie, Missouri.

FIRST BANK

Newspaper:

Federal Register:

* Branch

Not applicable

First State Bank, Conway, Arkansas, to 05/10/2007

establish a branch facility to be located at 411

Hartsfield Drive, Searcy, Arkansas.

FIRST STATE BANK

Newspaper:

Federal Register:

* Branch

Not applicable

First State Bank, Conway, Arkansas, to 05/10/2007

establish a branch facility to be located at 815

North Maple Street, Searcy, Arkansas.

FIRST STATE BANK

Newspaper:

Federal Register:

* Branch

Not applicable

First State Bank, Conway, Arkansas, to 05/10/2007

establish a branch facility to be located at 6039

Heber Springs Road West, Quitman, Arkansas.

FIRST STATE BANK

Newspaper:

Federal Register:

* 3A3 05/27/2007

05/29/2007

Home Bancshares, Inc., Conway, Arkansas

("Home"), to acquire additional shares of

White River Bancshares Company,

Fayetteville, Arkansas ("Bancshares"), and

thereby indirectly acquire Signature Bank,

Fayetteville, Arkansas. The acquisition will

result in Home retaining ownership of at least

20.0 percent of Bancshares stock.

HOME BANCSHARES, INC.

Newspaper:

Federal Register:

CIC

Not available

Notice by Peter Mahurin, Bowling Green, 05/03/2007

Kentucky, and Ben Lovell Cundiff, Cadiz,

Kentucky, individually and as members of a

group acting in concert, to gain control of

Jackson Financial Corporation, Mayfield,

Kentucky. The group consists of Messrs.

Mahurin and Cundiff, Damon Salvatore Vitale,

Bowling Green, Kentucky, and Charles Lester

Key, Franklin, Kentucky.

JACKSON FINANCIAL

CORPORATION

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

Federal Reserve Bank of St. Louis

Filings received during the week ending April 28, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

Legacy Bank and Trust Company, Plato, 05/10/2007

Missouri, to establish a branch facility to be

located at 175 Johnstown Drive, Rogersville,

Missouri.

LEGACY BANK & TRUST

COMPANY

Newspaper:

Federal Register:

* Branch

Not applicable

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

establish a branch facility to be located at 3194

South Service Road East, Foristell, Missouri.

MISSOURI BANK, THE

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

Federal Reserve Bank of St. Louis

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Minneapolis

Filings received during the week ending April 28, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

1st Bank, Sidney, Montana, to purchase certain

assets and assume certain liabilities of the

Broadus, Montana branch of Rocky Mountain

Bank, Billings, Montana, and incident thereto

proposes to establish a branch at 201 North

Wilber, Broadus, Montana.

1ST BANK

Newspaper:

Federal Register:

CIC Not available

05/17/2007

Notice by Archie Pecha, and Ardella Pecha,

both of Arcadia, Flordia, to gain control of

Bloomer Bancshares, Inc., Bloomer,

Wisconsin, and thereby indirectly gain control

of Peoples State Bank of Bloomer, Bloomer,

Wisconsin.

BLOOMER BANCSHARES,

INC.

Newspaper:

Federal Register:

* Branch

Not applicable

Farmers State Bank, Victor, Montana, to 05/01/2007

establish a branch facility at 3130 North

Reserve, Missoula, Montana.

FARMERS STATE BANK

Newspaper:

Federal Register:

* 3A1 Not available

05/17/2007

First American Investment, Inc., Lake Elmo,

Minnesota to become a bank holding company

by acquiring 100 percent of First American

Bank, National Association, Hudson,

Wisconsin, a de novo bank.

FIRST AMERICAN

INVESTMENT, INC.

Newspaper:

Federal Register:

Member Not available

* 18C

* Branch

Not applicable

First National Bank of Lewistown, Lewistown,

Montana, to be known as First Bank of

Montana, Lewistown, Montana, proposes to

become a member of the Federal Reserve

System. In addition, First Bank of Montana,

Lewistown, Montana, to merge with Western

Bank of Chinook, N.A., Chinook, Montana,

and incident thereto proposes to establish a

branch at 327 Indiana Street, Chinook,

Montana.

FIRST NATIONAL BANK OF

LEWISTOWN

Newspaper:

Federal Register:

* 3A1 Not available

05/24/2007

Reliance Bancorporation, Inc., Faribault,

Minnesota to become a bank holding company

by acquiring 100 percent of Reliance Bank,

Faribault, a de novo bank.

Reliance Bancorporation, 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 April 28, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

Premises Not applicable

Not applicable

The Bank at Broadmoor, Colorado Springs,

Colorado, to increase its investment in bank

premises in the amount of $844,603.

BANK AT BROADMOOR, THE

Newspaper:

Federal Register:

CIC Not available

05/07/2007

Notifications filed by Richard W. Willhour, Jr.,

Inola, Oklahoma and Tommy L. Woods,

Tulsa, Oklahoma, to individually control and

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

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

Matthew Q. Klimisch, and John R. Woolman,

all of Tulsa, Oklahoma; Stephen M. Murphy

and Curtis L. Roberts, both of Jenks,

Oklahoma, all acting as a group in concert to

acquire control of the voting common stock of

CNBO Bancorp, Inc., Pryor, Oklahoma, parent

of Century National Bank of Oklahoma, Pryor,

Oklahoma.

CNBO BANCORP, INC.

Newspaper:

Federal Register:

CIC 04/30/2007

04/24/2007

Notification by Jane A. Dickinson and Burton

K. Dickinson, both of Kansas City, Missouri,

as trustees of the Dickinson Family Stock

Retention Trust Dated February 9, 1999; the

Dickinson Grandchildren's Education Trust

Dated February 9, 1999; the Chillicothe

Properties Trust Dated July 30, 1998; to retain

control of Dickinson Financial Corporation II,

Kansas City, Missouri, and its subsidiaries

including: Dickinson Financial Corporation

and Bank Midwest, National Association, both

in Kansas City, Missouri; Armed Forces Bank,

National Association, Fort Leavenworth,

Kansas; Armed Forces Bank of California,

National Association, San Diego, California;

Academy Bank, National Association,

Colorado Springs, Colorado; Southern

Commerce Bank, National Association,

Tampa, Florida; and SunBank, National

Association, Phoenix, Arizona, (in

organization). Jane and Burton Dickinson are

also filing to become members of the

Dickinson Family Group, a group acting in

concert, to control the above listed

organizations.

DICKINSON FINANCIAL

CORPORATION II

Newspaper:

Federal Register:

CIC Not available

04/10/2007

Notification by William Scott Martin Trust,

and William S. Martin, Miami Beach, Florida,

as trustee, to acquire control of Green Country

Bancorporation, Inc., parent of The First State

Bank, both in Ketchum, Oklahoma.

GREEN COUNTRY

BANCORPORATION, INC.

Newspaper:

Federal Register:

* 3A1 Not available

05/14/2007

Midwest Regional Bancorp, Inc., Festus,

Missouri, to become a bank holding company

through the acquisition of 100 percent of the

voting shares of Federated Bancshares, Inc.,

Stilwell, Kansas, parent of The Bank of

Otterville, Otterville, Missouri.

MIDWEST REGIONAL

BANCORP, INC.

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

Federal Reserve Bank of Kansas City

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Dallas

Filings received during the week ending April 28, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

PlainsCapital Bank, Lubbock, Texas, to 05/08/2007

establish a branch to be located at 3100 South

Hulen Street, Fort Worth, Texas 76109-1925.

PLAINSCAPITAL BANK

Newspaper:

Federal Register:

* 3A3 05/19/2007

05/18/2007

Professional Capital, Inc., Dallas, Texas, and

Professional Capital of Delaware, Inc.,

Wilmington, Delaware, to acquire up to 20

percent of Pioneer Bank, SSB, Dripping

Springs, Texas. (in organization)

PROFESSIONAL CAPITAL,

INC.

Newspaper:

Federal Register:

4c8 Not applicable

Not available

Professional Capital, Inc., Dallas, Texas, to

engage in Management Consulting Activities

thru the BHC pursuant to Section

225.28(b)(i)(9)(A) of Regulation Y.

PROFESSIONAL CAPITAL,

INC.

Newspaper:

Federal Register:

* 3A1 Not available

05/25/2007

Southwest Bancshares, Inc., San Antonio,

Texas, to become a bank holding company by

acquiring 100 percent of The Bank of San

Antonio, San Antonio, Texas (de novo).

SOUTHWEST BANCSHARES,

INC.

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

TIB The Independent BankersBank, Irving,

Texas, to merge with South Bay Bank,

National Association, Torrance, California,

and to establish a branch to be located at 17011

Beach Boulevard, Suite 1260, Huntington

Beach, California.

TIB THE INDEPENDENT

BANKERSBANK

* 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 28, 2007

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 Not available

05/21/2007

Manhattan Bancorp to become a bank holding

company by acquiring 100 percent of Bank of

Manhattan, N.A. (In Organization), both of El

Segundo, California.

MANHATTAN 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