Federal Reserve Release

H.2

Actions of the Board, Its Staff,

and the Federal Reserve Banks; 

Applications and Reports Received

No. 42 

Week Ending October 15, 2011

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

Forms -- initial Board review to implement the Quarterly Savings and Loan Holding 

Company Report (FR 2320), to extend without revision the Bank Holding Company 

Report of Insured Depository Institutions' Section 23A Transactions with Affiliates 

(FR Y-8), and to revise without extension the Consolidated Financial Statements for 

Bank Holding Companies (FR Y-9C).

- Proposed, October 13, 2011

Regulations and Policies

Flood Insurance -- interagency guidance updating the interagency questions and 

answers regarding flood insurance published in July 2009, and publication for 

comment of proposed additional revisions.

- Approved, September 29, 2011

(A/C)

Resolution Plans -- final interagency rule requiring bank holding companies with 

assets of $50 billion or more and nonbank financial firms designated by the Financial 

Stability Oversight Council to annually submit a plan for the company's rapid and 

orderly resolution ("living will") in the event of financial distress, in accordance with 

the Dodd-Frank Act.

- Approved, October 13, 2011

Enforcement

Anchor Commercial Bank, Juno Beach, Florida -- issuance of a prompt corrective 

action directive with the consent of the bank.

- Announced, October 13, 2011

H.2 Board Actions October 9, 2011 to October 15, 2011

(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

OSD Office of Staff Director

October 9, 2011 to October 15, 2011

Bank Branches, Domestic

Amboy Bank, Old Bridge, New Jersey -- to establish a branch at 460 Georges Road, 

Dayton.

New York

- Approved, October 11, 2011

Bank Holding Companies

ATBancorp, Dubuque, Iowa -- to acquire shares of United American Bank, San 

Mateo, California.

Chicago

- Approved, October 13, 2011

Community Bank Partners, Inc., Denver, Colorado -- to acquire First National 

Bancshares, Inc., Goodland, Kansas, and First National Bank.

Kansas City

- Withdrawn, October 14, 2011

Equity Bancshares, Inc., Wichita, Kansas -- to acquire University National Bank of 

Lawrence, Lawrence.

Kansas City

- Approved, October 14, 2011

First Security Bancorp, Searcy, Arkansas -- to acquire additional shares of CrossFirst 

Holdings, LLC, Overland Park, Kansas, and thereby acquire CrossFirst Bank, 

Overland Park, and CrossFirst Bank Leawood, Leawood.

Secretary

- Approved, October 11, 2011

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

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

to acquire Integrity Bank, SSB, Houston.

Dallas

- Approved, October 13, 2011

Santander Holdings USA, Inc., Boston, Massachusetts -- to become a bank holding 

company on conversion of its subsidiary federal savings bank, Sovereign Bank, 

Wilmington, Delaware, to a national bank; and for Banco Santander, S.A., Boadilla 

del Monte Madrid, Spain, to retain control of Santander Holdings USA and 

Sovereign upon this conversion.

New York

- Approved, October 14, 2011

Bank Mergers

Heber Springs State Bank, Heber Springs, Arkansas -- to purchase certain assets and 

assume deposit and certain other liabilities of the Concord branch of First Arkansas 

Bank & Trust, Jacksonville, and to retain the acquired facility as a branch.

St. Louis

- Approved, October 14, 2011

Change in Bank Control

First Bells Bankshares, Inc., Bells, Texas -- change in bank control of First Bells and 

its subsidiary bank, The First National Bank of Bells/Savoy, Bells.

Dallas

- Permitted, October 13, 2011

H.2 Actions under delegated authority October 9, 2011 to October 15, 2011

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

Intermountain Community Bancorp, Sandpoint, Idaho -- change in bank control of 

Intermountain and its subsidiary bank, Panhandle State Bank, Sandpoint.

San Francisco

- Withdrawn, October 14, 2011

Kidd Partners, Ltd., Tyler, Texas -- change in bank control of Kidd Partners, its 

subsidiary holding companies, and its subsidiary bank, Citizens State Bank, Tyler.

Dallas

- Permitted, October 12, 2011

Extensions of Time

Alliance Bank Shares Corporation, Andover, Minnesota -- extension to January 15, 

2012, for change in bank control of Alliance and its subsidiary bank, 1st Regents 

Bank, Andover.

Minneapolis

- Granted, October 12, 2011

Citigroup Inc., New York, New York, and Citibank Overseas Investment 

Corporation, New Castle, Delaware -- extension to October 14, 2012, to transfer 

Citibank Japan Limited, Tokyo, Japan, to Citigroup Japan Holdings Corporation.

New York

- Granted, October 14, 2011

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

Illinois -- extension to January 20, 2012, to increase its ownership of Minier 

Financial, Inc., Minier, and thereby increase its indirect ownership of First Farmers 

State Bank.

Chicago

- Granted, October 13, 2011

H.2 Actions under delegated authority October 9, 2011 to October 15, 2011

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

Sovereign Bank, Wilmington, Delaware -- to retain its initial branch in the Cayman 

Islands.

New York

- Approved, October 14, 2011

Membership

Treaty Oak Bank, Austin, Texas -- to become a member of the Federal Reserve 

System.

Dallas

- Approved, October 14, 2011

Regulations and Policies

Federal Open Market Committee -- minutes of the meeting on September 20-21, 

2011.

FOMC

- Published, October 12, 2011

H.2 Actions under delegated authority October 9, 2011 to October 15, 2011

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

Federal Reserve Bank of Boston

Filings received during the week ending October 15, 2011

Filer Filing Type Filing Proposal End of Comment Period

NONE

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

Federal Reserve Bank of Boston

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of New York

Filings received during the week ending October 15, 2011

Filer Filing Type Filing Proposal End of Comment Period

NONE

* 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 October 15, 2011

Filer Filing Type Filing Proposal End of Comment Period

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

Newspaper:

Federal Register:

* SLHC Not available

Formation

* MHC 

Conversion

10/17/2011

Polonia Bancorp, Inc., Baltimore, MD, to acquire 

100 percent of Polonia Bancorp, Inc., 

Huntingdon Valley, PA.

Polonia Bancorp, Inc.

* 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 October 15, 2011

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 October 15, 2011

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

Not available

S. Christopher Williford, Wilson, North 

Carolina, to control up to 24.69% of the voting 

shares of CB Financial Corporation, Wilson, 

North Carolina.

CB FINANCIAL CORPORATION

Newspaper:

Federal Register:

* 3A1 11/03/2011

11/04/2011

First Carolina Financial Services, Inc., Durham, 

North Carolina, to become a bank holding 

company through the acquisition of 95.26% of 

the voting securities of First Carolina State 

Bank, Rocky Mount, North Carolina, and 

95.65% of the voting securities of Pisgah 

Community Bank, Asheville, North Carolina.

FIRST CAROLINA FINANCIAL 

SERVICES, 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 October 15, 2011

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

FBSEA

Not applicable

Bankia, S.A., Valencia, Spain, to establish an 08/18/2011

international branch in Miami, Florida.

BANKIA, S.A.

Newspaper:

Federal Register:

* 18C

* Branch Not applicable

USAmeriBank, Clearwater, Florida, to merge 11/10/2011

with Aliant Bank, Alexander City, Alabama.

USAMERIBANK

* 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

 233031 REGIONS BK, BIRMINGHAM, ALABAMA 06/14/2010 10/06/2011 S Large Bank

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 October 15, 2011

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 10/14/2011

10/05/2011

Continental Community Bancorporation, Inc., 

West Des Moines, Iowa, to become a bank 

holding company by acquiring up to 80 percent 

of Polk County Bank, Johnston, Iowa.

CONTINENTAL COMMUNITY 

BANCORPORATION, INC.

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

First Midwest Bank, Itasca, Illinois, to acquire 

certain assets and assume certain liabilities of 

four branches of Old National Bank, Evansville, 

Indiana, and thereby to establish a branch office 

at 2320 S. Route 59, Plainfield, Illinois.

FIRST MIDWEST BANK

Newspaper:

Federal Register:

* 3A1 Not available

11/04/2011

MutualFirst Financial, Inc., Muncie, Indiana, to 

become a bank holding company by acquiring 

100 percent of the voting shares of MutualBank, 

Muncie, Indiana.

MUTUALFIRST FINANCIAL, 

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 October 15, 2011

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 October 15, 2011

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 Not available

* 3A3

4c8

11/14/2011

Midwest Bancshares, Inc., Tyndall South 

Dakota, to become a bank holding company by 

acquiring 100 percent of Security State Bank, 

Tyndall, South Dakota, and Midwest 

Bancshares, Inc., Tyndall, South Dakota to 

acquire 100 percent of Dakota Heritage State 

Bank, Chancellor, South Dakota. In addition, 

Midwest Bancshares, Inc., Tyndall, South 

Dakota, to acquire 100 percent of Chancellor 

Insurance Agency, LLC, Chancellor, South 

Dakota, and thereby engage in insurance 

agency activities in a town with a population 

not exceeding 5000.

MIDWEST BANCSHARES, INC.

Newspaper:

Federal Register:

CIC Not available

10/26/2011

Notice by Marilyn Senty Ivers, Great Falls, 

Montana, to retain 25 percent or more of the 

shares of Northern Financial Corporation, 

Independence, Wisconsin, and thereby 

indirectly retain control of Independence State 

Bank, Independence, Wisconsin.

NORTHERN 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

 945950 GRAND MARAIS ST BK, GRAND MARAIS, MINNESOTA 06/06/2011 10/11/2011 S Small Bank

 687250 LAKE COUNTY BK, SAINT IGNATIUS, MONTANA 06/07/2011 10/07/2011 S Small Bank

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 October 15, 2011

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3 Not available

10/11/2011

Bon, Inc.; Goering Financial Holding Company 

Partnership, L.P.; and Goering Management 

Company, L.L.C., all of Moundridge, Kansas, to 

acquire 100 percent of the voting shares of 

Home State Bancshares, Inc., McPherson, 

Kansas, parent of Home State Bank & Trust Co., 

McPherson, Kansas.

BON, INC.

Newspaper:

Federal Register:

CIC Not available

10/10/2011

Notice by Robert Clay Welch, Sugar Creek, 

Missouri, and James Ward Pollard, 

Independence, Missouri, as trustees of the 

Robert E. Oliphant Revocable Trust u/t/a/ dated 

November 10, 2010, to retain control of Country 

Agencies & Investments, Inc., Odessa, 

Missouri, parent of Bank of Odessa, Odessa, 

Missouri, Commercial Bank of Oak Grove, Oak 

Grove, Missouri, and LaMonte Community 

Bank, LaMonte, Missouri.

COUNTRY AGENCIES & 

INVESTMENTS, INC.

Newspaper:

Federal Register:

CIC Not available

10/07/2011

Notice by Teresa N. Pfaff, Lancaster, South 

Carolina, as a member of a group acting in 

concert, to acquire control of First National 

Fairbury Corporation, parent of The First 

National Bank of Fairbury, both in Fairbury, 

Nebraska.

FIRST NATIONAL FAIRBURY 

CORPORATION

Newspaper:

Federal Register:

SLHC Activity Not applicable

Not available

Lincoln Federal Bancorp, Inc. and Lincoln 

Federal Bancorp M.H.C., both in Lincoln, 

Nebraska, to engage in real estate development 

activities through Stone Bridge Creek, L.L.C., 

Lincoln, Nebraska, which is to be transferred to 

Lincoln Federal Bancorp through a dividend in 

kind.

LINCOLN FEDERAL BANCORP, 

INC.

Newspaper:

Federal Register:

CIC 10/27/2011

10/26/2011

Notice by the Jeff A. Berkley Trust II, Karen M. 

Deckert Trust II, Karla J. Spurgeon Trust II, 

Calvin J. Berkley Trust II, Marika Spurgeon GP 

Trust, Brenna Spurgeon GP Trust, Patrick 

Spurgeon GP Trust, Rebekah Berkley GP Trust, 

Rachel Berkley GP Trust, Megan Berkley GP 

Trust, and Collin Berkley GP Trust, all of 

Tescott, Kansas, to become members of the 

Berkley Family Group acting in concert, who 

control New Millennium Bankshares, Inc., 

parent of Alliance Bank, both in Topeka, 

Kansas. The filing also includes the following 

individuals who serve as co trustees of one or 

more of the trusts, to become members of the 

Berkley Family Group: Calvin Berkley and 

Karen Deckert, both of Tescott, Kansas; and 

Karla Spurgeon, Lawrence, Kansas. In addition, 

Mr. Berkley, Mrs. Deckert, and Mrs. Spurgeon 

are filing individually as members of the Berkley 

Family Group to retain their shares in Company.

NEW MILLENNIUM 

BANKSHARES, 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 October 15, 2011

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3 Not available

10/27/2011

Adam Bank Group, Inc., Tampa, Florida, to 

acquire 100 percent of Brazos Valley Bank, 

National Association, College Station, Texas, 

through the merger of its banking subsidiary, 

American Momentum Bank, Tampa, Florida, 

with and into Brazos Valley Bank, National 

Association, with American Momentum Bank 

surviving this merger.

ADAM BANK GROUP, INC.

Newspaper:

Federal Register:

* Branch

Not applicable

Comerica Bank, Dallas, Texas, to establish a 10/15/2011

branch at 4707 E. Cactus Road, Phoenix, Arizona 

85032.

COMERICA BANK

Newspaper:

Federal Register:

* 3A3 Not available

* 3A1 Not available

Happy Bancshares, Inc., Canyon, Texas, and 

SBI Acquisition Corp., Amarillo, Texas, to 

acquire 100 percent of Signature Bancshares, 

Inc., Dallas, Texas, and thereby indirectly 

acquire Signature Bank, Dallas, Texas, and for 

SBI Acquisition Corp. to thereby become a bank 

holding company.

HAPPY BANCSHARES, INC.

Newspaper:

Federal Register:

* 3A1 Not available

11/04/2011

SHB Bancorp, Inc., Jonesville, Louisiana, to 

become a bank holding company by acquiring 

100 percent of Southern Heritage Bank, 

Jonesville, Louisiana.

SHB BANCORP, 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 October 15, 2011

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 Not available

Not available

California Republic Bancorp to become a Bank 

Holding Company by acquiring 100 percent of 

California Republic Bank, both of Newport 

Beach, California.

CALIFORNIA REPUBLIC 

BANCORP

Newspaper:

Federal Register:

* 3A3 Not available

09/28/2011

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., SCJ, Inc., and 

CCFW, Inc., all of Irvine, California, and all 

existing controlling parties, to acquire additional 

shares of stock in Manhattan Bancorp, and 

thereby indirectly acquire additional voting 

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

Segundo, California.

CARPENTER FUND MANAGER 

GP, LLC

Newspaper:

Federal Register:

CIC Not available

10/27/2011

Interagency Notice of Change in Control by 

Montlake Capital II, L.P, a limited partnership 

and Montlake Capital II-B, L.P., a limited 

partnership, Seattle, Washington, to acquire 

voting shares of Coastal Financial Corporation, 

and thereby indirectly acquire Coastal 

Community Bank, both of Everett, Washington; 

and 2)Coastal Financial Corporation and Coastal 

Community Bank, both of Everett, Washington 

to appoint Andrew Russell Dale as a Director.

COASTAL FINANCIAL 

CORPORATION

Newspaper:

Federal Register:

* 3A1 Not available

11/10/2011

FS Bancorp, Inc.,, Mountlake Terrace, 

Washington, to become a bank holding 

company upon the conversion of 1st Security 

Bank of Washington, Mountlake Terrace, 

Washington, from a state savings bank to a 

commercial bank.

FS Bancorp, Inc.

Newspaper:

Federal Register:

SLHC Formation Not available

* 4c8 10/18/2011

Opus Bank, Redondo Beach, California, to 

acquire control of RMG Capital Corporation, a 

Savings and Loan Holding Company, and its 

wholly owned thrift subsidiary, Fullerton 

Community Bank, both of Fullerton, California, 

pursuant to section 238.14 of Regulation LL, 

and immediately thereafter merge Fullerton 

Community Bank with and into Opus Bank; and 

2) Opus Bank, Redondo Beach, California, to 

acquire control of RMG Capital Corporation, 

Fullerton, California, and indirect control of 

RMG Development Corporation, and to invest 

indirectly in real estate development joint 

ventures, pursuant to Section 238.53 (b)(4) and 

(5) of Regulation LL.

OPUS BANK

Newspaper:

Federal Register:

CIC Not available

10/07/2011

Interagency Notice of Change in Control by 

James Gaines McCullar and Carolyn Jean 

McCullar, both of Soap Lake, Washington, to 

acquire up to 22.44 percent of Riverbank 

Holding Company, and thereby indirectly 

acquire Riverbank, both of Spokane, 

Washington.

RIVERBANK HOLDING 

COMPANY

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

Federal Reserve Bank of San Francisco

Filings received during the week ending October 15, 2011

Filer Filing Type Filing Proposal End of Comment Period

* 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