Federal Reserve Release

H.2

Actions of the Board, Its Staff,

and the Federal Reserve Banks; 

Applications and Reports Received

No. 16 

Week Ending April 21, 2012

Board of Governors of the Federal Reserve System, Washington, DC 20551
Forms

Forms -- final Board review to extend with revision the Senior Loan Officer Opinion 

Survey on Bank Lending Practices (FR 2018) and the Senior Financial Officer 

Survey (FR 2023).

- Approved, April 16, 2012

Forms -- initial Board review to extend without revision the Suspicious Activity 

Report (FR 2230).

- Proposed, April 16, 2012

Regulations and Policies

Volcker Rule Conformance Period -- issuance of a policy statement clarifying the 

conformance period for an entity covered under the so-called Volcker Rule of the 

Dodd-Frank Act.

- Approved, April 16, 2012

Enforcement

Bank of New York Mellon, New York, New York -- issuance of a consent cease and 

desist order and assessment of a civil money penalty against the bank regarding 

allegations that it breached certain representations and warranties made in connection 

with its participation in the Asset-Backed Commercial Paper Money Market Mutual 

Fund Liquidity Facility.

- Announced, April 16, 2012

Citizens Republic Bancorp, Inc., Flint, Michigan, and Citizens Bank -- written 

agreement dated July 28, 2010, terminated April 17, 2012.

- Announced, April 19, 2012

H.2 Board Actions April 15, 2012 to April 21, 2012

(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 Community Affairs

Federal Open Market Committee

RBOPS Reserve Bank Operations and Payment Systems

IF International Finance

April 15, 2012 to April 21, 2012

MA Monetary Affairs

Bank Branches, Domestic

Central Bank, Storm Lake, Iowa -- to establish a branch at 6601 Westown Parkway, 

Suite 140, West Des Moines.

Chicago

- Approved, April 20, 2012

Fifth Third Bank, Cincinnati, Ohio -- to establish a branch at 7753 Lem Turner Road, 

Jacksonville, Florida.

Cleveland

- Approved, April 19, 2012

MainStreet Bank, Herndon, Virginia -- to establish a branch at 727 Elden Street, 

Herndon.

Richmond

- Approved, April 20, 2012

Bank Holding Companies

Berkshire Hills Bancorp, Inc., Pittsfield, Massachusetts -- waiver of application to 

acquire The Connecticut Bank & Trust Company, Hartford, Connecticut, in 

connection with its merger with and into Berkshire Hills' subsidiary bank, Berkshire 

Bank, Pittsfield, Massachusetts.

Boston

- Granted, April 17, 2012

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

CapGen Capital Group VI LP, New York, New York, and CapGen Capital 

Group VI LLC -- to increase their investment in Hampton Roads Bankshares, Inc., 

Norfolk, Virginia, and thereby indirectly increase their investment in Bank of 

Hampton Roads, Norfolk, and Shore Bank, Onley.

Richmond

- Approved, April 16, 2012

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

Illinois -- to increase its ownership of Minier Financial, Inc., Minier, and thereby 

increase its indirect ownership of First Farmers State Bank.

Chicago

- Approved, April 20, 2012

Bank Mergers

Ackley State Bank, Ackley, Iowa -- to purchase certain assets and assume certain 

deposits of the Iowa Falls branch of Liberty Bank, F.S.B., West Des Moines, and 

thereby establish a branch.

Chicago

- Approved, April 18, 2012

Banks, State Member

Tennessee State Bank, Pigeon Forge, Tennessee -- to make certain public welfare 

investments.

Director, BS&R

- Approved, April 16, 2012

H.2 Actions under delegated authority April 15, 2012 to April 21, 2012

(A/C) = Addition or Correction Delegated - 2 of 4
Change in Bank Control

First Liberty National Bancshares, Inc., Liberty, Texas -- change in bank control of 

First Liberty and its subsidiary bank, First Liberty National Bank, Liberty.

Dallas

- Permitted, April 16, 2012

Overbrook Bankshares, Inc., Overbrook, Kansas -- to retain control of Overbrook 

and its subsidiary bank, The First Security Bank, Overbrook.

Kansas City

- Permitted, April 20, 2012

Extensions of Time

East West Bank, Pasadena, California -- extension to April 28, 2013, to establish a 

branch in Taipei, Taiwan.

San Francisco

- Granted, April 17, 2012

International Operations

Lake Forest Bank & Trust Company, Lake Forest, Illinois -- to establish FIFC Edge 

International Corporation, Lake Forest, as an Edge corporation and thereby invest in 

First Insurance Funding of Canada, Toronto, Ontario, Canada; and to acquire 

Macquarie Premium Funding, Inc. and thereby engage in insurance premium finance 

lending.

Chicago

- Withdrawn, April 20, 2012

H.2 Actions under delegated authority April 15, 2012 to April 21, 2012

(A/C) = Addition or Correction Delegated - 3 of 4
Membership

Coastal Bank & Trust, Jacksonville, North Carolina -- to become a member of the 

Federal Reserve System.

Richmond

- Approved, April 19, 2012

H.2 Actions under delegated authority April 15, 2012 to April 21, 2012

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

Federal Reserve Bank of Boston

Filings received during the week ending April 21, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1

* 3A3

05/03/2012

05/07/2012

Coastway Bancorp, MHC and Coastway 

Bancorp, LLC, both of Cranston, Rhode Island, 

to become a mutual bank holding company and 

a stock bank holding company, respectively, by 

acquiring Coastway Community Bank, 

Cranston, Rhode Island, pursuant to sections 

3(a)(1) and 3(a)(3) of the Bank Holding 

Company Act of 1956, as amended.

COASTWAY BANCORP MHC

Newspaper:

Federal Register:

* MHC 

Conversion

* SLHC 

Formation

04/16/2012

04/09/2012

Georgetown Bancorp, MHC, Georgetown, 

Massachusetts proposes to convert to stock 

form and merge with Georgetown Bancorp, Inc., 

Georgetown, Massachusetts, which proposes 

to become a savings and loan holding company 

by acquiring 100 percent of Georgetown 

Savings Bank, Georgetown, Massachusetts.

GEORGETOWN BANCORP, MHC

Newspaper:

Federal Register:

CIC Not available

05/01/2012

Notification by Kevin P. Meehan to acquire up 

to 53.18% of the outstanding shares of the 

common stock of MNB Bancorp, Milford, 

Massachusetts pursuant to the Change in Bank 

Control Act of 1978.

MNB BANCORP

* 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 21, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

FBSEA Not available

Not applicable

Banco Pine S.A., Sao Paulo, Brazil, to establish a 

representative office in New York, New York, 

pursuant to Section 10(a) of the International 

Banking Act of 1978, as amended, and Section 

211.24(a)(1) of Regulation K.

BANCO PINE S.A.

Newspaper:

Federal Register:

FBSEA

Not applicable

Canara Bank, Bangalore, India to establish a 04/29/2012

branch in New York, New York, pursuant to 

Section 211.24 of Regulation K.

CANARA BANK

Newspaper:

Federal Register:

FBSEA

Not applicable

Doha Bank, Doha, Qatar, to establish a 05/02/2012

representative office in New York, New York, 

pursuant to Section 10(a) of the International 

Banking Act of 1978, as amended, and Section 

211.24(a)(1) of Regulation K.

DOHA BANK

Newspaper:

Federal Register:

* 18C

Not applicable

Five Star Bank, Warsaw, New York, to purchase 04/13/2012

certain assets and assume certain liabilities of 

eight branches of First Niagara Bank N.A., 

Buffalo, New York and HSBC Bank USA N.A., 

McLean, Virginia.

FIVE STAR BANK

Newspaper:

Federal Register:

CIC 04/18/2012

04/18/2012

Notice by the Giannoulias 2011 Checkspring 

Trust, Chicago, Illinois and Endy D. Zemenides, 

as trustee, to acquire control of CheckSpring 

Community Corporation, and thereby indirectly 

acquire control of CheckSpring Bank, both of 

Bronx, New York.

GIANNOULIAS 2011 

CHECKSPRING TRUST

Newspaper:

Federal Register:

FBSEA Not available

Not applicable

NongHyup Bank, Seoul, South Korea, to 

establish a representative office in New York, 

New York, pursuant to Section 211.24 of 

Regulation K.

NONGHYUP BANK

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

Federal Reserve Bank of New York

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Philadelphia

Filings received during the week ending April 21, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

Bryn Mawr Trust Company, Bryn Mawr, PA, to 05/03/2012

establish a branch office located at 135 E. City 

Avenue, Bala Cynwyd Shopping Center, Bala 

Cynwyd, PA.

BRYN MAWR TRUST 

COMPANY, THE

Newspaper:

Federal Register:

CIC Not available

09/21/2011

Patriot Financial Partners, GP, L.P., Patriot 

Financial Partners, L.P., Patriot Financial 

Partners Parallel, L.P., Patriot Financial Partners, 

GP, LLC, Patriot Financial Managers, L.P., 

Patriot Financial Manager, LLC. and Messrs. Ira 

M. Lubert, W. Kirk Wycoff and James J. Lynch, 

all of Philadelphia, Pennsylvania, to purchase 

up to 24.9 percent of Porter Bancorp, Inc., 

Louisville, KY.

PATRIOT FINANCIAL 

PARTNERS LP

* 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 21, 2012

Filer Filing Type Filing Proposal End of Comment Period

NONE

* 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 21, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

EagleBank, Bethesda, Maryland, to establish a 05/03/2012

branch at 277 South Washington Street, 

Alexandria, Virginia

EAGLEBANK

Newspaper:

Federal Register:

CIC Not available

04/10/2012

U.S. Immigration Investment Center, LLC, 

Washington, D.C., and Ms. Mahnaz Khazen, as 

its managing director, to acquire up to 24.9% of 

the voting securities of HarVest Bancorp, Inc., 

Gaithersburg, Maryland.

HARVEST BANCORP, INC.

Newspaper:

Federal Register:

* Branch

Not applicable

StellarOne Bank, Christiansburg, Virginia, to 04/23/2012

establish a branch at 5711 Patterson Ave, 

Richmond, Virginia

STELLARONE 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 21, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A5 Not available

Not available

Capital Bank Financial Corp., Miami, Florida, to 

merge with Southern Community Financial 

Corporation, and thereby acquire its subsidiary, 

Southern Community Bank & Trust Company, 

both of Winston-Salem, North Carolina.

CAPITAL BANK FINANCIAL 

CORP.

Newspaper:

Federal Register:

CIC 05/04/2012

05/09/2012

Prior change in control filed by a group of 

investors led by William David Major, Jimmy M. 

Agee, Larry W. Keller, M. Dale McCulloch, and 

Joe Wayne Hardy, all of Lebanon, Tennessee; 

James S. Short of Mt. Juliet, Tennessee; John H. 

Jordan, of Clinton, Tennessee; David E. 

Davenport and Kenneth W. Victory, both of 

Smyrna, Tennessee; James A. Campbell, of 

Nashville, Tennessee; William Kent Coleman, of 

Murfreesboro, Tennessee; and Bruce G. Davis, 

of Franklin, Tennessee; collectively to acquire 

100 percent of the outstanding shares of The 

Community Bank of East Tennessee, Clinton, 

Tennessee.

COMMUNITY BANK OF EAST 

TENNESSEE, THE

Newspaper:

Federal Register:

* Branch

Not applicable

Franklin Synergy Bank, Franklin, Tennessee, to 04/27/2012

establish a branch located at 1015 Westhaven 

Boulevard, Suite 150, Franklin, Tennessee.

FRANKLIN SYNERGY BANK

Newspaper:

Federal Register:

* Branch

Not applicable

IBERIABANK, Lafayette, Louisiana, to 05/03/2012

establish a branch located at 1010 North 

Germantown Parkway, Cordova, Tennessee, to 

be known as the Cordova Branch.

IBERIABANK

Newspaper:

Federal Register:

* 3A5 Not available

05/14/2012

IBERIABANK Corporation, Lafayette, 

Louisiana, to merge with Florida Gulf Bancorp, 

and its subsidiary, Florida Gulf Bank, both of 

Fort Myers, Florida.

IBERIABANK CORPORATION

Newspaper:

Federal Register:

* 3A1 Not available

Not available

Winston 23 Corporation, Miami, Florida, to 

become a bank holding company by acquiring 

100 percent of the outstanding shares of 

Southern Community Financial Corporation, and 

its subsidiary, Southern Community Bank & 

Trust Company, both of Winston-Salem, North 

Carolina.

Winston 23 Corporation

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

Federal Reserve Bank of Atlanta

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Chicago

Filings received during the week ending April 21, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

04/27/2012

The Gus J. Lukas and Lorraine J. Lukas 2006 

Trust for Lori J. Foy ("Trust"), and Lori J. Foy, 

Grafton, Wisconsin, individually and as trustee 

of Trust, and Lori J. Foy, together as a group 

acting in concert with Trust, Lori J. Foy as 

trustee, Paul Foy, Grafton, Wisconsin, John 

Lukas, Manitowoc, Wisconsin, Mark Lukas, 

Manitowoc, Wisconsin, and the Foy minor 

children, to retain control of 25 percent or more 

of the outstanding shares of Community 

Bancshares of Wisconsin, Inc., Grafton, 

Wisconsin, and thereby indirectly retain control 

of Cornerstone Community Bank, Grafton, 

Wisconsin.

COMMUNITY BANCSHARES OF 

WISCONSIN, INC.

Newspaper:

Federal Register:

CIC Not available

05/02/2012

The Lumpkin Family Foundation, Pinon Tree 

Holding Company, LLC, SKL Investment Group, 

LLC, Benjamin I. Lumpkin GRIT (Trustees: 

Steven L. Grissom and David R. Hodgman) and 

Elizabeth L. Celio GRIT (Trustees: Steven L. 

Grissom and David R. Hodgman), all of 

Mattoon, Illinois, Richard A. Lumpkin 1970 

Trust, of New York, New York, Anne R. Sparks, 

John W. Sparks and Zachary Whitten, all of 

Albuquerque, New Mexico, Benjamin I. 

Lumpkin, of Chicago, Illinois, Elizabeth L. Celio, 

of Oak Park, Illinois, Barbara S. Federico, of 

Lantana, Florida, Christina S. Duncan and Ila 

Duncan, both of Wilton, Connecticut, Pamela R. 

Keon, Elizabeth Vitale and William Vitale, all of 

Mill Valley, California, Margaret DeWyngaert, 

Isabelle DeWyngaert and Susan K. 

DeWyngaert, all of Philadelphia, Pennsylvania, 

Joseph J. Keon III, of Greenbrae, California, 

Katherine S. Keon, of San Francisco, California, 

and Margaret K. Partridge-Hicks and Richard A. 

Lumpkin, both of Mattoon, Illinois, who are 

individual members of the Lumpkin family and 

entities controlled by and trusts created for the 

benefit of individuals who are members of the 

Lumpkin family, and as trustees for other 

Lumpkin family trusts, as a group acting in 

concert, intend to apply to the Federal Reserve 

Board for permission to acquire 25 percent or 

more of the shares and thereby control of First 

Mid-Illinois Bancshares, Inc. of Mattoon, 

Illinois. First Mid-Illinois Bancshares, Inc., 

controls First Mid-Illinois Bank & Trust, N.A., 

1515 Charleston Avenue, Mattoon, Illinois 

61938.

FIRST MID-ILLINOIS 

BANCSHARES, INC.

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

GNB Bank, Grundy Center, Iowa, to merge with 

First State Bank, Manchester, Iowa. As a result 

of the merger, GNB Bank will establish a branch 

at 300 East Main, Manchester, Iowa.

GNB BANK

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

Federal Reserve Bank of Chicago

Filings received during the week ending April 21, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

05/09/2012

Sheldon B. Lubar, River Hills, Wisconsin, 

individually, and as part of a group acting in 

concert, with Marianne S. Lubar, River Hills, 

Wisconsin, David J. Lubar, Fox Point, 

Wisconsin, Susan Lubar Solvang, Mequon, 

Wisconsin, and Joan P. Lubar, Fox Point, 

Wisconsin, to acquire control of Ixonia 

Bancshares, Inc., Ixonia, Wisconsin, and 

thereby to indirectly acquire control of ISB 

Community Bank, Ixonia, Wisconsin.

IXONIA BANCSHARES, INC.

Newspaper:

Federal Register:

CIC Not available

04/23/2012

The Duncan, Hrvol, and Molzen Families 

consisting of E. Ray Duncan, individually and 

as beneficiary of the Hardware State Bank 401K 

Plan and as beneficiary of the Sullivan 

Bancshares, Inc. Employee Savings and 

Retirement Plan, together as a group acting in 

concert with Sally Foley Duncan and Sally 

Foley Duncan, as Trustee of the John K. Foley 

Revocable Living Trust and as beneficiary of 

the Hardware State Bank 401K Plan, the John K. 

Foley Revocable Living Trust, and Gloria Foley, 

all of Lovington, Illinois, and Paul Michael 

Hrvol, Jr. and Paul Michael Hrvol, Jr,. as 

beneficiary of the Sullivan Bancshares, Inc. 

Employee Savings and Retirement Plan, 

Michelle Beth Hrvol and Michelle Beth Hrvol, 

as beneficiary of the Sullivan Bancshares, Inc. 

Employee Savings and Retirement Plan, all of 

Sullivan, Illinois, and Roger Reid Molzen and 

Roger Reid Molzen, as beneficiary of the 

Sullivan Bancshares, Inc. Employee Savings 

and Retirement Plan and Christina DeAnne 

Molzen, all of Sullivan, Illinois, collectively as a 

group acting in concert, to retain shares of 

Moultrie Bancorp, Inc., Lovington, Illinois and 

thereby indirectly control Hardware State Bank, 

Lovington, Illinois.

MOULTRIE BANCORP, INC.

Newspaper:

Federal Register:

* 3A1 Not available

05/18/2012

Northeast Indiana Bancorp, Inc., Huntington, 

Indiana, to become a bank holding company by 

acquiring 100 percent of the voting shares of 

First Federal Savings Bank, Huntington, 

Indiana.

NORTHEAST INDIANA 

BANCORP, INC

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

Federal Reserve Bank of Chicago

Filings received during the week ending April 21, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

04/16/2012

Frank A. Peplinski, David Peplinski, Jerry 

Peplinski, Jerry Peplinski, as trustee of the 

Peplinski Family 2012 Trust, and the Peplinksi 

Family 2012 Trust, Terry Peplinski, Lynda 

Watchowski, Lauren Peplinski, Crystal Stomack, 

Nicole Peplinski, Brandon Watchowski (all of 

Ubly, Michigan) and certain of their minor 

children as a group acting in concert, to acquire 

25 percent or more of the shares and thereby 

control of Northstar Financial Group, Inc and 

indirectly, Northstar Bank, Bad Axe, Michigan 

and Seaway Community Bank, St, Clair, 

Michigan.

NORTHSTAR FINANCIAL 

GROUP, INC.

Newspaper:

Federal Register:

CIC Not available

04/16/2012

Lynette Drake, as an individual, Lynette Drake 

as trustee of the Roberts Family, 2012 Trust, and 

the Roberts Family 2012 Trust, Maria Roberts, 

Maria Roberts, as trustee of the Ryan J. Roberts 

Trust, the Ryan J. Roberts Trust, Jeffrey 

Roberts, and Austin Drake (all of Bad Axe, 

Michigan) and certain of their minor children as 

a group acting in concert, to acquire 25 percent 

or more of the shares and thereby control of 

Northstar Financial Group, Inc., and indirectly, 

Northstar Bank, Bad Axe, Michigan, and 

Seaway Community Bank, St, Clair, Michigan.

NORTHSTAR FINANCIAL 

GROUP, INC.

Newspaper:

Federal Register:

* 3A3 04/19/2012

04/20/2012

PSB Holdings, Inc., Wausau, Wisconsin, to 

acquire 100 percent of the outstanding capital 

stock of Marathon State Bank, Marathon, 

Wisconsin.

PSB HOLDINGS, INC.

Newspaper:

Federal Register:

CIC Not available

04/09/2012

Notice by Steven D. Spector of Glenview, 

Illinois, as an individual and as trustee of the 

Alan L. Spector GST Family Trust, the Walter 

W. Spector, Steven D. Spector, Andrew M. 

Spector, and Nancy S. Spector Dynasty Trusts, 

and two Phillip J. Spector GST Trusts and as a 

group working in concert with Steven D. 

Spector, Walter W. Spector of Saratoga, 

California, Andrew M. Spector of Bexley, Ohio, 

Nancy S. Spector of Chicago, Illinois, the Phillip 

J. Spector GST Trust - FBO Michael Spector, 

Michael Spector, of Bettendorf, Iowa, and 

Steven Spector trustees, the Phillip J. Spector 

GST Trust - FBO Shelley Caesar, Shelley Caesar 

of Fox River Grove, Illinois, and Steven D. 

Spector trustees, and the Alan L. Spector GST 

Family Trust, the Walter W. Spector Dynasty 

Trust, the Steven D. Spector Dynasty Trust, the 

Andrew M. Spector Dynasty Trust, the Nancy 

S. Spector Dynasty Trust (Steven D. Spector 

trustee) to acquire and/or retain 25 percent or 

more of the shares of Spector Properties, Inc., 

Chicago, Illinois and thereby indirectly 

acquire/retain control of Andalusia Community 

Bank, Andalusia, Illinois.

SPECTOR PROPERTIES, 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 21, 2012

Filer Filing Type Filing Proposal End of Comment Period

NONE

* 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 21, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

Not available

Change in Control Notice by MVC Private 

Equity Fund, L.P., Purchase, New York, to gain 

control of BNCCORP, Inc., Bismarck, North 

Dakota, and thereby indirectly gain control of 

BNC National Bank, Glendale, Arizona.

BNCCORP, INC.

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

Community Bank, Inc., Ronan, Montana, to 

merge with Community Bank-Missoula, Inc., 

Missoula, Montana, and incident thereto, 

establish three branches in Missoula.

COMMUNITY BANK, INC.

Newspaper:

Federal Register:

CIC Not available

Not available

Retroactive change in control notice by William 

Victor Eckles, Blue Earth, Minnesota, to retain 

control of FNB Bancshares, Inc. and thereby 

indirectly retain control of First Bank Blue Earth, 

both of Blue Earth, Minnesota.

FNB BANCSHARES INC.

Newspaper:

Federal Register:

* 3A3 Not available

* 18C 04/30/2012

Leackco Banking Holding Company, Inc., 

Wolsey, South Dakota, to acquire 100% of ASB 

Bank Holding Company, Pierre, South Dakota, 

and thereby indirectly acquire American State 

Bank of Pierre, Pierre, South Dakota. In addition, 

American State Bank of Pierre to merge with 

ASB Interim Bank, Wessington Springs, South 

Dakota, and to remain the resultant bank.

LEACKCO BANK HOLDING 

COMPANY, INC.

Newspaper:

Federal Register:

CIC 05/02/2012

05/09/2012

Change in Control Notice by Steinhardt Capital 

Investors, LLLP, along with its general partner 

Steinhardt Capital Management, LLC, both of 

New York, New York, and David R. Steinhardt 

and Michael H. Steinhardt, both of New York, 

New York, to gain control of Mackinac Financial 

Corporation, Manistique, Michigan, and 

thereby indirectly gain control of mBank, 

Manistique, Michigan.

MACKINAC FINANCIAL 

CORPORATION

* 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 21, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 05/11/2012

05/11/2012

FNB Bancshares, Inc., to become a bank 

holding company through the acquisition of 100 

percent of the voting shares of First National 

Bank, both in Independence, Kansas.

FNB BANCSHARES, INC.

Newspaper:

Federal Register:

CIC 04/27/2012

04/25/2012

Notice by Andrew H. Wells, Tahlequah, 

Oklahoma, as trustee of the Clair Squyres Trust 

FBO Clair Squyres Wells, and the Louise 

Squyres Trust FBO Earl E. Squyres, to acquire 

control of Maxlou Bancshares, Inc., parent of 

First State Bank, both in Tahlequah, Oklahoma.

MAXLOU BANCSHARES, INC.

Newspaper:

Federal Register:

* 3A3 Not available

Not available

Valliance Financial Corp., Oklahoma City, 

Oklahoma, to acquire 100 percent of the voting 

shares of Valliance Texas Financial Holdings, 

Inc., parent of Valliance Bank, McKinney, 

Texas.

VALLIANCE FINANCIAL CORP.

* 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 21, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 Not available

05/11/2012

B2B Holdings, Inc., Houston, Texas, to become 

a bank holding company by acquiring 100 

percent of Stockmens National Bank in Cotulla, 

Cotulla, Texas.

B2B HOLDINGS, INC.

Newspaper:

Federal Register:

* 3A3 05/01/2012

05/07/2012

Cadence Bancorp, LLC, Houston, Texas, to 

acquire 100 percent of Encore Bancshares, Inc., 

Houston, Texas and indirectly acquire Encore 

Bank, N. A., Houston, Texas.

CADENCE BANCORP LLC

Newspaper:

Federal Register:

CIC Not available

03/21/2012

Mission-Heights Capital, Ltd., Houston, Texas, 

and Mission-Heights, LLC, Houston, Texas, 

general partner; and Charles Robert Miller, Jr., 

Odem, Texas, individually, intend to apply to 

the Federal Reserve Board for permission to 

acquire 25 percent or more of the shares of 

Odem Bancshares, Inc., Odem, Texas, and 

thereby indirectly obtain control of First State 

Bank of Odem, Odem, Texas., in association 

with a request by Mission-Heights Capital, Ltd., 

to be treated as a Qualified Family Partnership 

(QFP).

ODEM BANCSHARES, INC.

Newspaper:

Federal Register:

* Branch

Not applicable

Peoples Bank, Lubbock, Texas, to establish a 04/28/2012

branch to be located at 1605 W. Division Street, 

Slaton, Texas 79364.

PEOPLES BANK

Newspaper:

Federal Register:

CIC Not available

Not available

Notice by Ray Mark Bain, Lubbock, Texas, 

individually, as co-trustee of the RMB 2012 

Family Trust, trustee of the Ray Mark Bain 2007 

Trust, and trustee of the Ray Mark Bain 

Children's Trusts; Michael Lewis Bain, Canyon, 

Texas, individually, as co-trustee of the RMB 

2012 Family Trust, trustee of the Michael L. Bain 

2007 Trust, and trustee of the Michael L. Bain 

Children's Trusts; Nancy Bain Seybert, 

Perryton, Texas, individually, as trustee of the 

Nancy Bain Seybert 2007 Trust, and trustee of 

the Nancy Bain Seybert Children's Trusts; Ray 

M. Bain, Dimmitt, Texas; and Barbara June Bain, 

Dimmitt, Texas; collectively a group acting in 

concert, to control, retain and acquire 47.71 

percent of Plains Bancorp, Inc., Dimmitt, Texas, 

and therefore, indirectly, First United Bank, 

Dimmitt, Texas.

PLAINS BANCORP, INC.

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

Texas First Bank, Texas City, Texas, to acquire 

by merger Texas Coastal Bank, Pasadena, Texas, 

and to establish branches at 6731 Spencer 

Highway, Pasadena, Texas 77505 and 102 W. 

Pasadena Blvd., Deer Park, Texas 77536. 

 AND

Texas First Bank, Texas City, Texas to merge 

with Texas Coastal Bank, Pasadena, Texas and 

to establish branches at 6731 Spencer Highway, 

Pasadena, Texas 77505, and 102 W. Pasadena 

Blvd., Deer Park, Texas 77536.

TEXAS FIRST BANK

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

Federal Reserve Bank of Dallas

Filings received during the week ending April 21, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

Texas First Bank, Texas City, Texas to acquire 

by merger Houston Business Bank, Houston, 

Texas, and to establish a branch 1535 West 

Loop South, Suite 120, Houston, Texas 77027. 

AND Texas First Bank, Texas City, Texas to 

merge with Houston Business Bank, Houston, 

Texas, and to establish a branch 1535 West 

Loop South, Suite 120, Houston, Texas 77027.

TEXAS FIRST BANK

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

Federal Reserve Bank of Dallas

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of San Francisco

Filings received during the week ending April 21, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3 Not available

05/11/2012

Carpenter Fund Manager GP, LLC, Carpenter 

Fund Management Company, LLC, Carpenter 

Community Bancfund, L.P., Carpenter 

Community BanFund -A, L.P., Carpenter 

Community BandFund - CA, L.P., CCFW, Inc., 

and Carpenter Bank Partners, Inc., all of Irvine, 

California, to acquire additional voting shares, 

for a total of approximately 78 percent of the 

voting shares of Manhattan Bancorp, and 

thereby indirectly acquire additional voting 

shares of Bank of Manhattan, National 

Association, both of El Segundo, California.

CARPENTER FUND MANAGER 

GP, LLC

Newspaper:

Federal Register:

* 3A1 Not available

* 4c8 02/21/2012

First PacTrust Bancorp, Inc., Chula Vista, 

California, to become a bank holding company 

by acquiring 100 percent of Beach Business 

Bank, Manhattan Beach, California, pursuant to 

section 3(a)(1) of the BHC Act, and 2)to retain 

100 percent control of Pacific Trust Bank, 

fsb,Chula Vista, California, and thereby engage 

in operating a nonbank thrift subsidiary, 

pursuant to section 225.28(b)(4) of Regulation 

Y.

FIRST PACTRUST BANCORP, 

INC.

Newspaper:

Federal Register:

* 3A3 Not available

* 3A5 05/13/2012

Mitsubishi UFJ Financial Group, Inc., The Bank 

of Tokyo-Mitsubishi UFJ, Ltd, both of Tokyo, 

Japan, and UnionBanCal Corporation, San 

Francisco, California, to acquire 100 percent of 

Pacific Capital Bancorp and indirectly Santa 

Barbara Bank & Trust, both of Santa Barbara, 

California, and 2) Pacific Capital Bancorp, Santa 

Barbara, California, to merge with and into 

UnionBanCal Corporation, San Francisco, 

California, and Santa Barbara Bank & Trust, 

Santa Barbara, California, will merge with and 

into Union Bank, National Association, San 

Francisco, California.

MITSUBISHI UFJ FINANCIAL 

GROUP, INC.

Newspaper:

Federal Register:

4c8 Not applicable

05/04/2012

Security California Bancorp, Riverside, 

California, to form a wholly-owned subsidiary, 

SCB Asset Management, Riverside, California, 

to engage in extending credit and servicing 

loans, pursuant to section 225.28(b)(1).

SECURITY CALIFORNIA 

BANCORP

Newspaper:

Federal Register:

* MHC Not available

Conversion

* SLHC 

Formation

05/05/2012

Sound Financial Bancorp,Inc., Seattle, 

Washington; to become a savings and loan 

holding company upon the second-step 

conversion of Sound Community MHC, and 

Sound Financial, Inc., both in Seattle, 

Washington. Sound Financial Bancorp, Inc. will 

control Sound Community Bank, Seattle, 

Washington.

SOUND COMMUNITY MHC

* 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