Federal Reserve Release

H.2

Actions of the Board, Its Staff,

and the Federal Reserve Banks; 

Applications and Reports Received

No. 23 

Week Ending June 7, 2008

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

State of the Banking Industry -- statement by Vice Chairman Kohn before the U.S. 

Senate Committee on Banking, Housing, and Urban Affairs on June 5, 2008.

- Reviewed, June 2, 2008

Bank Holding Companies

Bank of America Corporation, Charlotte, North Carolina -- to acquire Countrywide 

Financial Corporation, Calabasas, California, and thereby indirectly acquire 

Countrywide Bank, FSB, Alexandria, Virginia, and certain other nonbanking 

subsidiaries of Countrywide.

- Approved, June 5, 2008

Enforcement

Banco de Chile and Banco de Chile Miami Branch, Miami, Florida -- cease and 

desist order dated February 1, 2005, terminated June 2, 2008.

- Announced, June 4, 2008

Millennium Bankshares Corporation, Reston, Virginia -- written agreement with the 

Federal Reserve Bank of Richmond.

- Announced, June 3, 2008

H.2 Board Actions June 1, 2008 to June 7, 2008

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

June 1, 2008 to June 7, 2008

Bank Branches, Domestic

Arvest Bank, Fayetteville, Arkansas -- to establish a branch at Highway 64 and Rudy 

Road, Alma.

St. Louis

- Approved, June 4, 2008

Arvest Bank, Fayetteville, Arkansas -- to establish a branch at 1404-A Highway 

62/65 North, Harrison.

St. Louis

- Approved, June 5, 2008

Canadian State Bank,Yukon, Oklahoma -- to establish a branch at 620 East State 

Highway 152, Mustang.

Kansas City

- Approved, June 6, 2008

Fifth Third Bank, Cincinnati, Ohio -- to establish a branch at 1095 East Dayton 

Yellow Springs Road, Dayton.

Cleveland

- Approved, June 4, 2008

Fifth Third Bank, Cincinnati, Ohio -- to establish a temporary branch at Highland 

Meadows Golf Club, 7455 Erie Street, Sylvania.

Cleveland

- Approved, June 4, 2008

(A/C) = Addition or Correction Delegated - 1 of 8
Bank Branches, Domestic

Fifth Third Bank, Grand Rapids, Michigan -- to establish a branch at 2710 Gulf to 

Bay Boulevard, Clearwater, Florida.

Cleveland

- Approved, June 4, 2008

Fifth Third Bank, Grand Rapids, Michigan -- to establish a branch at Woodward and 

Forrest, Detroit.

Cleveland

- Approved, June 4, 2008

Fifth Third Bank, Grand Rapids, Michigan -- to establish a branch at 680 North Lake 

Shore Drive, Chicago, Illinois.

Cleveland

- Approved, June 4, 2008

Fifth Third Bank, Grand Rapids, Michigan -- to establish a branch at 2660 U.S. 

Highway 34, Oswego, Illinois.

Cleveland

- Approved, June 4, 2008

Fifth Third Bank, Grand Rapids, Michigan -- to establish a branch at 7200 West 87th 

Street, Bridgeview, Illinois.

Cleveland

- Approved, June 4, 2008

H.2 Actions under delegated authority June 1, 2008 to June 7, 2008

(A/C) = Addition or Correction Delegated - 2 of 8
Bank Branches, Domestic

Fifth Third Bank, Grand Rapids, Michigan -- to establish a branch at 1420 East 53rd 

Street, Chicago, Illinois.

Cleveland

- Approved, June 4, 2008

Fifth Third Bank, Grand Rapids, Michigan -- to establish a branch at 2353 63rd 

Street, Woodridge, Illinois.

Cleveland

- Approved, June 4, 2008

Fifth Third Bank, Grand Rapids, Michigan -- to establish a branch at 8001 Golf 

Road, Niles, Illinois.

Cleveland

- Approved, June 4, 2008

Fifth Third Bank, Grand Rapids, Michigan -- to establish a branch at Conroy and 

Turkey Lake, Orlando, Florida.

Cleveland

- Approved, June 4, 2008

Fifth Third Bank, Grand Rapids, Michigan -- to establish a branch at 3801 Pleasant 

Hill Road, Kissimmee, Florida.

Cleveland

- Approved, June 4, 2008

H.2 Actions under delegated authority June 1, 2008 to June 7, 2008

(A/C) = Addition or Correction Delegated - 3 of 8
Bank Branches, Domestic

Fifth Third Bank, Grand Rapids, Michigan -- to establish a branch at 15 Mile and 

Gratiot, Clinton Township, Michigan.

Cleveland

- Approved, June 4, 2008

Mission Community Bank, San Luis Obispo, California -- to establish a branch at 

1670 South Broadway, Santa Maria.

San Francisco

- Approved, June 4, 2008

Peoples Bank, Lawrence, Kansas -- to establish a branch at 3045 Iowa Street, 

Lawrence.

Kansas City

- Approved, June 2, 2008

Regions Bank, Birmingham, Alabama -- to establish branches at Highway 94 and 

Florence Drive, St. Charles, Missouri; Campbell Drive and Kingman Road, 

Homestead, Florida; Main Street and U.S. Highway 41, Cartersville, Georgia; 1400 

Augusta Road, Greenville, South Carolina; Pelham Road and Old Boiling Springs 

Road, Greenville; and 1614 Hendricks Avenue, Jacksonville, Florida.

Atlanta

- Approved, June 5, 2008

H.2 Actions under delegated authority June 1, 2008 to June 7, 2008

(A/C) = Addition or Correction Delegated - 4 of 8
Bank Branches, Domestic

Regions Bank, Birmingham, Alabama -- to establish branches at Wentzville Parkway 

and Interstate 70, Wentzville, Missouri; Ben Hill Parkway and Gulf Coast Town 

Center, Ft. Myers, Florida; Richardson Road and Richard Crossing, Arnold, 

Missouri; Highway K and Waterbury Falls Road, O'Fallon; 100 Congress Avenue, 

Austin, Texas; Hardin Valley Road and Pellissippi Highway, Knoxville, Tennessee; 

8115 Camp Creek Boulevard, Olive Branch, Mississippi; Pine Island Road and 

Southwest 14th Avenue, Cape Coral, Florida; Highway 280 and Airport Road, 

Alexander City, Alabama; Highway 31 and Alabama Highway Department Road/CR 

304, Calera; 3000 South Sixth Street, Springfield, Illinois; Highway 143 and Lincoln 

Lane, Highland; and 730 North Tyndall Parkway, Panama City, Florida.

Atlanta

- Approved, June 5, 2008

Regions Bank, Birmingham, Alabama -- to establish branches at 3226 Dauphin 

Street, Mobile, Alabama; 3950 Airport Boulevard, Mobile; 7885 Moffett Road, 

Semmes; 1097 Industrial Parkway, Saraland; Highway 18 and Chadwick Drive, 

Jackson, Mississippi; South Mt. Juliet Road and Providence Boulevard, Mt. Juliet, 

Tennessee; Commerce Palms Drive and Bruce B. Downs Boulevard, Tampa, Florida; 

28526 Highway 23, Port Sulphur, Louisiana; and Cottage Hill Road and Dawes 

Road.

Atlanta

- Approved, June 5, 2008

Rocky Mountain Bank, Wilson, Wyoming -- to establish a branch at 890 West 

Broadway, Jackson.

Kansas City

- Withdrawn, June 5, 2008

Susquehanna Bank PA, Lititz, Pennsylvania -- to establish a branch at Koser Road 

and Fruitville Pike, Lancaster.

Philadelphia

- Approved, June 6, 2008

H.2 Actions under delegated authority June 1, 2008 to June 7, 2008

(A/C) = Addition or Correction Delegated - 5 of 8
Bank Holding Companies

Allegiance Bancshares, Inc., Houston, Texas -- to become a bank holding company 

and to acquire Allegiance Bank Texas, Houston.

Dallas

- Approved, June 6, 2008

BancMidwest Corporation, Saint Paul, Minnesota -- to acquire Hiawatha Bancshares, 

Inc., Hager City, Wisconsin, and thereby acquire Hiawatha National Bank.

Minneapolis

- Withdrawn, June 2, 2008

Central Bancompany, Jefferson City, Missouri -- to acquire Guaranty Bancshares, 

Inc., Strafford, and indirectly acquire The Greene County Bank; and for Guaranty 

Acquisition Corporation, Jefferson City, to become a bank holding company and to 

acquire Guaranty Bancshares, Inc., and The Greene County Bank.

St. Louis

- Approved, June 5, 2008

ENB Acquisition Corporation, Oklahoma City, Oklahoma -- to become a bank 

holding company and to acquire Exchange Bancshares of Moore, Inc., and Exchange 

National Bank of Moore.

Kansas City

- Withdrawn, June 3, 2008

First Artesia Bancshares, Inc., Artesia, New Mexico -- to acquire First Financial 

Services, Inc., Chaparral, and engage in certain lending activities.

Dallas

- Approved, June 6, 2008

H.2 Actions under delegated authority June 1, 2008 to June 7, 2008

(A/C) = Addition or Correction Delegated - 6 of 8
Bank Holding Companies

First State Bancorporation, Inc., Milan, Illinois -- to become a bank holding company 

and to acquire Lamoine Bancorp, Inc., La Harpe, and thereby acquire First State 

Bank of Western Illinois.

Chicago

- Approved, June 6, 2008

First State Bancorporation, Inc., Milan, Illinois -- to acquire State Bank of Colusa, 

Colusa.

Chicago

- Approved, June 6, 2008

Integrity Bancshares, Inc., Camp Hill, Pennsylvania -- to become a bank holding 

company and to acquire Integrity Bank, Camp Hill.

Philadelphia

- Approved, June 2, 2008

Verity Capital Group Inc., Dahlonega, Georgia -- to become a bank holding company 

and to acquire Verity Bank, Winder, (in organization).

Atlanta

- Approved, June 3, 2008

Change In Bank Control

Haskell Bancshares, Inc., Haskell, Texas -- to retain control of Bancshares, Inc., and 

its subsidiary, Haskell National Bank, Haskell.

Dallas

- Permitted, June 2, 2008

H.2 Actions under delegated authority June 1, 2008 to June 7, 2008

(A/C) = Addition or Correction Delegated - 7 of 8
Extensions Of Time

Cabool State Bank Employee Stock Ownership Plan, Cabool, Missouri -- extension 

to September 6, 2008, to increase its ownership of Cabool Bancshares, Inc., Cabool, 

and thereby increase its indirect control of Cabool State Bank.

St. Louis

- Granted, June 6, 2008

HOTC Investment Company, Wray, Colorado -- extension to September 3, 2008, to 

become a bank holding company and to acquire Wray State Bank.

Kansas City

- Granted, June 3, 2008

Financial Holding Companies 

First Live Oak Bancshares, Inc., Three Rivers, Texas -- election to become a 

financial holding company.

Dallas

- Effective, June 4, 2008

King Bancshares, Inc., Kingman, Kansas -- election to become a financial holding 

company.

Kansas City

- Effective, June 6, 2008

H.2 Actions under delegated authority June 1, 2008 to June 7, 2008

(A/C) = Addition or Correction Delegated - 8 of 8
District: 1

Federal Reserve Bank of Boston

Filings received during the week ending June 7, 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

 228000 FRANKLIN SVG BK, FARMINGTON, MAINE 10/29/2007 02/17/2008 S Int Sm Bank

 35301 STATE STREET B&TC, BOSTON, MASSACHUSETTS 04/09/2007 07/29/2007 O Whole/Ltd Purp

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 June 7, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

FBSEA Not available

Not applicable

National Agricultural Cooperative Federation, 

Seoul, Korea, to establish a branch in New York, 

New York.

NATIONAL AGRICULTURAL 

COOPERATIVE FEDERATION, 

THE

Newspaper:

Federal Register:

FBSEA Not available

Not applicable

The National Australia Bank Limited, 

Melbourne, Australia, to establish a branch in 

Chicago, Illinois, under Section 211.24(a)(2) of 

Regulation K.

NATIONAL AUSTRALIA BANK 

LIMITED

Newspaper:

Federal Register:

3A1 Not applicable

Not applicable

North Jersey Community Bancorp Inc., to 

acquire 100 percent of the outstanding stock of 

North Jersey Community Bank, both of 

Englewood Cliffs, New Jersey, and thereby 

become a one-bank holding company.

NORTH JERSEY COMMUNITY 

BANCORP INC.

Newspaper:

Federal Register:

FBSEA

Not applicable

Standard Chartered Bank, London, England, to 06/29/2008

establish a representative office in Newark, New 

Jersey pursuant to Section 211.24(a)(2)(i)(B)(1) 

of Regulation K.

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

 541101 BANK OF NY, NEW YORK, NEW YORK 05/21/2007 05/12/2008 O Whole/Ltd Purp

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 June 7, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

Orrstown Bank, Shippensburg, PA, proposes to 06/14/2008

establish a branch office located at 1020 

Professional Court, Hagerstown, Washington 

County, MD, pursuant to Section 9 of the FRA.

ORRSTOWN BANK

Newspaper:

Federal Register:

Premises Not applicable

Not applicable

Orrstown Bank, Shippensburg, PA requesting 

approval to establish a branch office at 1020 

Professional Court, Washington Co, Maryland 

which will exceed the 150% threshold 

investment in their bank premises.

ORRSTOWN BANK

Newspaper:

Federal Register:

* 18C Not available

Not applicable

Susquehanna Bank DV, Bryn Mawr, PA, and 

Susquehanna Bank, Hagerstown, MD, to merge 

with and into Susquehanna Bank PA, Lancaster, 

PA.

SUSQUEHANNA BANK PA

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

Federal Reserve Bank of Philadelphia

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Cleveland

Filings received during the week ending June 7, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch Not available

Not applicable

Ohio Heritage Bank, Coshocton, OH to 

establish a branch at 1066 Hebron Road, Heath, 

OH.

OHIO HERITAGE 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 June 7, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A5

* 18C

* Branch

06/14/2008

06/16/2008

Eagle Bancorp, Inc., Bethesda, Maryland, to 

acquire 100% of the voting securities of Fidelity 

& Trust Financial Corporation, Bethesda, 

Maryland and thereby indirectly acquire Fidelity 

& Trust Bank, Bethesda, Maryland.

EAGLE BANCORP, INC.

Newspaper:

Federal Register:

* 3A1 07/07/2008

07/03/2008

Virginia BanCorp, Inc., Petersburg, Virginia, to 

become a bank holding company through the 

acqusition of 100% of the voting securities of 

Virginia Commonwealth Bank, Peterburg, 

Virginia (formerly First Federal Savings Bank of 

Virginia).

VIRGINIA BANCORP, INC.

* 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 June 7, 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:

CIC Not available

06/18/2008

Prior change in control notice filed by Charles R. 

Vawter and Janet J. Vawter, both of Sylacauga, 

Alabama, to acquire 13 percent of the 

outstanding shares of Guardian Bancshares, 

Inc., and its subsidiary, Alabama Trust Bank, 

N.A., both of Sylacauga, Alabama.

GUARDIAN BANCSHARES, INC.

Newspaper:

Federal Register:

CIC Not available

06/18/2008

Prior change in control notice filed by Oliver H. 

Allen, Debbie Allen Armstrong, Timothy W. 

Allen, Bill Hamilton, Mary-Harmon Armstrong, 

Olivia C. Armstrong, Katlyn B. Allen, Robert K. 

Allen, Sr., Peggy H. Allen, Robert K. Allen, Jr., 

and William Keith Allen, Sr., all of Sylacauga, 

Alabama, to collectively acquire 19 percent of 

the outstanding shares of Guardian Bancshares, 

Inc., and its subsidiary, Alabama Trust Bank, 

N.A., both of Sylacauga, Alabama.

GUARDIAN BANCSHARES, INC.

Newspaper:

Federal Register:

FBSEA Not available

Not applicable

Monte de Piedad y Caja de Ahorros San 

Fernando de Huelva, Sevilla, Spain (CAJASOL), 

to establish a representative office in Miami, 

Florida.

MONTE DE PIEDAD Y CAJA DE 

AHORROS SAN FERNANDO DE 

HUELVA

* 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 June 7, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3 Not available

06/27/2008

C-B-G, Inc., West Liberty, Iowa, to acquire an 

additional $5 million (only $500,000 from C-B-G, 

Inc. and the remaining from executive officers, 

directors, and shareholders of CBG all 

considered to be acting in concert) of common 

stock, or up to 50.01 percent, in Washington 

Bancorp, Washington, Iowa, and thereby 

increase it's indirect interest in Washington 

Bancorp's subsidiary, Federation Bank, 

Washington, Iowa.

C-B-G, INC.

Newspaper:

Federal Register:

* 3A3 Not available

06/20/2008

Capitol Bancorp, Ltd., Lansing, Michigan and 

Capitol Development Bancorp Limited VII, 

Lansing, Michigan, to acquire 51 percent of the 

voting shares of Central Arizona Bank (in 

organization), Casa Grande, Arizona.

CAPITOL BANCORP LTD.

Newspaper:

Federal Register:

* 3A3 Not available

06/20/2008

Capitol Bancorp, Ltd., Lansing, Michigan and 

Capitol Development Bancorp Limited VII, 

Lansing, Michigan, to acquire 51 percent of the 

voting shares of Sunrise Bank of Norman (in 

organization), Norman, Oklahoma.

CAPITOL BANCORP LTD.

Newspaper:

Federal Register:

* 4c8 Not available

06/27/2008

Capitol Bancorp, Ltd., Lansing, Michigan, to 

acquire 51 percent of the voting shares of FFSB 

Financial Corporation, Lansing, Michigan, and 

thereby indirectly acquire Forethought Federal 

Savings Bank, Batesville, Indiana, and thereby 

operate a savings association.

CAPITOL BANCORP LTD.

Newspaper:

Federal Register:

4c8 Not applicable

Not applicable

12-day Notice - Cedar Investment Company, 

Waverly, Iowa, proposes to engage de novo in 

extending credit and servicing loans.

CEDAR INVESTMENT 

COMPANY

Newspaper:

Federal Register:

* 3A3 Not available

06/02/2008

IBT Bancorp, Inc., Mt. Pleasant, Michigan, to 

retain 5.9 percent of the voting shares of Valley 

Financial Group, Ltd., Saginaw, Michigan, and 

thereby indirectly retain shares of 1st State 

Bank, Saginaw, Michigan.

IBT BANCORP, INC.

Newspaper:

Federal Register:

CIC Not available

Not available

Notice by James A. Button, Mequon, 

Wisconsin, Michael J. McGuire, Oak Lawn, 

Illinois, Robert C. Olson, Palos Hills, Illinois, 

Mark S. Poker, Brookfield, Wisconsin, and 

Thomas W. Tice, Key Largo, Florida, to acquire 

control of iTeam Companies, Inc., Brookfield, 

Wisconsin, and thereby indirectly acquire 

Kenney Bank and Trust, Kenney, Illinois.

ITEAM COMPANIES, INC.

Newspaper:

Federal Register:

* Branch

Not applicable

Johnson Bank, Racine, Wisconsin, to establish 06/16/2008

a branch facility to be located at 700 S. River 

Street, Spooner, Wisconsin.

JOHNSON BANK

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

Federal Reserve Bank of Chicago

Filings received during the week ending June 7, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

06/25/2008

Notices by John B. Scheumann, Lafayette, 

Indiana, individually and as trustee of the John 

B. Scheumann Grantor Retained Annuity Trust 

dated April 20, 2004, and the John B. 

Scheumann Grantor Retained Annuity Trust 

dated April 20, 2004, to acquire 20.76 percent of 

Lafayette 

Community Bancorp, Lafayette, Indiana, and 

thereby indirectly acquire Lafayette Community 

Bank, Lafayette, Indiana, and together with the 

John B. Scheumann Trust dated December 27, 

2002, and June M. Scheumann, Lafayette, 

Indiana, as trustee of the John B. Scheumann 

Trust dated December 27, 2002, as a group 

acting in concert to acquire 25.24 percent of 

Lafayette Community Bancorp, Lafayette, 

Indiana, and thereby indirectly acquire 

Lafayette Community Bank, Lafayette, Indiana.

LAFAYETTE COMMUNITY 

BANCORP

Newspaper:

Federal Register:

* 3A3 Not available

07/03/2008

Prairieland Bancorp Employee Stock Ownership 

Plan and Trust, Bushnell, Illinois, to increase its 

ownership to 47.13 percent of Prairieland 

Bancorp, Inc., Bushnell, Illinois, as a result of 

stock redemptions, and thereby indirectly 

increase its ownership of Farmers and 

Merchants State Bank of Bushnell, Bushnell, 

Illinois.

PRAIRIELAND BANCORP 

EMPLOYEE STOCK OWNERSHIP 

PLAN AND TRUST

Newspaper:

Federal Register:

* Branch

Not applicable

Town & Country Bank, Buffalo, Illinois, to 06/16/2008

establish a branch facility to be located at 445 

North Franklin Street, Decatur, Illinois.

TOWN & COUNTRY BANK

* 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

 517441 BANK OF BRODHEAD, BRODHEAD, WISCONSIN 01/14/2008 05/26/2008 S Small Bank

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of St. Louis

Filings received during the week ending June 7, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC 06/16/2008

06/24/2008

Notice by David F. Alderton, Jr., Gorin, 

Missouri, and Brian W. Alderton, Kahoka, 

Missouri, to individually and collectively gain 

control of Clark County Bancshares, Inc., 

Wyaconda, Missouri.

CLARK COUNTY BANCSHARES, 

INC.

Newspaper:

Federal Register:

CIC 06/18/2008

06/24/2008

Notice by Carol S. Alderton, Kahoka, Missouri, 

to gain control of Memphis Bancshares, Inc., 

Memphis, Missouri.

MEMPHIS BANCSHARES, INC.

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

Federal Reserve Bank of St. Louis

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Minneapolis

Filings received during the week ending June 7, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3 Not available

* 18C

* Branch

07/03/2008

CBT Corporation, Inc., which owns Citizens 

Bank & Trust Company, both of Big Timber, 

Montana, to acquire 100% of The Continental 

National Bank of Harlowton, Harlowton, 

Montana. Citizens Bank & Trust Company to 

merge with The Continental National Bank of 

Harlowton and incident thereto establish branch 

facilities to be located at 332 North Central 

Avenue, Harlowton, and 121 East 1st Avenue, 

Ryegate, Montana.

CBT CORPORATION, INC.

Newspaper:

Federal Register:

* 3A3 06/14/2008

06/13/2008

Charter Bankshares, Inc., Eau Claire, Wisconsin, 

to acquire 100% of Peregrine Corporation, 

Chaska, Minnesota, and thereby indirectly 

acquire Community Bank Corporation, Chaska, 

Minnesota.

CHARTER BANKSHARES, 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 June 7, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

06/26/2008

Notice submitted by Peter Joseph Fiene and 

Jane Frances Fiene, both of Overland Park, 

Kansas; and the Patrick Robert Fiene Family 

Irrevocable Trust No. 1, Peter Joseph Fiene, 

trustee, to acquire control of BOR Bancorp, 

parent of Bank of Rothville, both in Rothville, 

Missouri.

BOR BANCORP

Newspaper:

Federal Register:

* 3A3 06/24/2008

07/03/2008

Pinnacle Bancorp, Inc., Central City, Nebraska, 

to acquire 100 percent of the voting shares of 

First Azle Bancshares, Inc., parent of First Bank, 

both in Azle, Texas.

PINNACLE BANCORP, INC.

Newspaper:

Federal Register:

* 3A3 07/02/2008

06/30/2008

Stockmens Financial Corporation, Rapid City, 

South Dakota, to acquire 100 percent of the 

voting shares of Homestead Financial 

Corporation, parent of The First National Bank 

and Trust, both in Beatrice, Nebraska.

STOCKMENS 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

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 June 7, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

4c8 Not applicable

Not applicable

Happy Bancshares, Inc., Canyon, Texas and 

Happy Bancshares of Delaware, Inc., Dover, 

Delaware, to acquire indirectly through its sole 

bank subsidiary, Happy State Bank, Happy, 

Texas, 50 percent interest in Happy Dub, LLC, 

Amarillo, Texas, and therefore engage in 

leasing personal or real property pursuant to 

section 4(c)(8) of the Bank Holding Company 

Act and Section 225.28(b)(3) of Regulation Y.

HAPPY BANCSHARES, INC.

Newspaper:

Federal Register:

* Branch

Not applicable

LegacyTexas Bank, Plano, Texas, to establish a 06/16/2008

branch to be located at 1111 Santa Fe Drive, 

Weatherford, Texas 76086.

LEGACYTEXAS BANK

Newspaper:

Federal Register:

CIC Not available

06/12/2008

Notice by Carolyn V. Kothmann, Menard, 

Texas, Carl G. Kothmann, Menard, Texas, Benny 

F. Kothmann, Menard, Texas, Dora L. Wright, 

Menard, Texas, Stanley C. Kothmann, 

Southlake, Texas, LaVerne C. Kothmann, 

Menard, Texas, and Kaddo F. Kothmann, 

Garden City, Texas, to acquire an interest in 

Menard Bancshares, Inc., Menard, Texas, and 

thereby indirectly acquire Menard National 

Bank, Menard, Texas.

MENARD 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 June 7, 2008

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3 Not available

06/09/2008

Bank of Whitman Employee Stock Ownership 

Plan, Colfax Washington, to acquire 56 percent 

of Whitman Bancorporation Incorporated, 

Colfax, Washington, and thereby indirectly 

acquire Whitman Bank, Colfax, Washington.

BANK OF WHITMAN 

EMPLOYEE STOCK OWNERSHIP 

PLAN

Newspaper:

Federal Register:

Member Not applicable

Not applicable

Coastal Community Bank, Everett, Washington, 

to become a member of the Federal Reserve 

System.

COASTAL COMMUNITY BANK

Newspaper:

Federal Register:

* 3A1 Not available

06/03/2008

Coeur d'Alene Bancorp, Coeur d'Alene, Idaho, 

to become a bank holding company by 

acquiring 100 percent of bankcda, Coeur 

d'Alene, Idaho.

COEUR D'ALENE BANCORP

Newspaper:

Federal Register:

* Branch

Not applicable

First Utah Bank, Salt Lake City, Utah, to 06/06/2008

retroactively establish a branch office at 4168 

West 12600 South, Riverton, Utah.

FIRST UTAH BANK

Newspaper:

Federal Register:

CIC 06/21/2008

06/24/2008

Notice by Craig Allen White and Julie White, 

Beaver, Utah, Brent R. White and Julie H. 

White, Elsinore, Utah, the Robert B. White Jr. 

Family Trust, and the Elinor B. White Family 

Trust, Susan Williams, Redlands, California, Eric 

White, Glendale, California, and Cheryl W. 

Newton and George F. Newton, Morgan, Utah, a 

family group, to retain up to 33.85 percent of 

Utah Independent Bank, Salina, Utah; and Craig 

Allen White individually to increase his 

ownership above 10 percent of Utah 

Independent Bank, Salina, Utah.

UTAH INDEPENDENT BANK

* 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

 777366 BANK OF THE ORIENT, SAN FRANCISCO, CALIFORNIA 01/28/2008 05/22/2008 S Large Bank

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act