Federal Reserve Release

H.2

Actions of the Board, Its Staff,

and the Federal Reserve Banks; 

Applications and Reports Received

No. 46 

Week Ending November 17, 2012

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

Basel III -- statement by Michael S. Gibson, director, Division of Banking 

Supervision and Regulation, before the Senate Committee on Banking, Housing, and 

Urban Affairs on proposed interagency changes to the regulatory capital framework 

for U.S. banking organizations.

- Published, November 14, 2012

Bank Holding Companies

Mitsubishi UFJ Financial Group, Inc., Tokyo, Japan; The Bank of Tokyo-Mitsubishi 

UFJ, Ltd.; and UnionBanCal Corporation, San Francisco, California -- to acquire 

Pacific Capital Bancorp, Santa Barbara, and its subsidiary bank, Santa Barbara Bank 

& Trust, N.A.; and for UnionBanCal to merge with Pacific Capital.

- Approved, November 13, 2012

Forms

Forms -- final Board review to extend without revision the Recordkeeping 

Requirements Associated with the Interagency Statement on Complex Structured 

Finance Activities (FR 4022).

- Approved, November 12, 2012

Forms -- initial Board review to extend without revision the Monthly Report of 

Traveler's Checks Outstanding (FR 2054); disclosure and reporting requirements of 

CRA-Related Agreements (Reg G); and disclosure requirements of Subpart H of 

Regulation H (Consumer Protections in Sales of Insurance) (Reg H-7).

- Proposed, November 15, 2012

H.2 Board Actions November 11, 2012 to November 17, 2012

(A/C) = Addition or Correction Board - Page 1 of 2
Regulations and Policies

Regulation Z (Truth in Lending) and Regulation M (Consumer Leasing) -- 

interagency final rules increasing the dollar thresholds for exempt consumer credit 

transactions and consumer leases from $51,800 to $53,000, effective January 1, 2013, 

in accordance with annual adjustments required by the Dodd-Frank Act.

- Approved, October 25, 2012

(A/C)

Rules of Practice for Hearings -- amendment to adjust the Board's civil money 

penalties to account for inflation, and determination that public comment and a 

delayed effective date for the amendment are unnecessary.

- Approved, November 5, 2012

(A/C)

Stress Testing -- issuance of economic and financial market scenarios that will be 

used in the next round of stress tests for large financial institutions, and publication 

for comment of a proposed Policy Statement on the Scenario Design Framework for 

Stress Testing.

- Approved, November 14, 2012

Enforcement

Bankers' Bank of the West Bancorp, Denver, Colorado, and Bankers' Bank of the 

West -- written agreement dated February 19, 2010, terminated November 8, 2012.

- Announced, November 15, 2012

Butte State Company, Butte, Nebraska, and Butte State Bank -- written agreement 

dated September 7, 2010, terminated November 9, 2012.

- Announced, November 15, 2012

National Bancorp, Inc., Schaumburg, Illinois -- written agreement dated February 17, 

2011, terminated November 9, 2012.

- Announced, November 15, 2012

H.2 Board Actions November 11, 2012 to November 17, 2012

(A/C) = Addition or Correction Board - Page 2 of 2
H.2 Actions under delegated authority

BS&R

C&CA

FOMC

Banking Supervision and Regulation

Consumer and Community Affairs

Federal Open Market Committee

RBOPS Reserve Bank Operations and Payment Systems

IF International Finance

November 11, 2012 to November 17, 2012

MA Monetary Affairs

Bank Branches, Domestic

Community Trust Bank, Choudrant, Louisiana -- to establish a branch at 

203 Promenade Boulevard, Flowood, Mississippi.

Dallas

- Approved, November 15, 2012

Manufacturers and Traders Trust Company, Buffalo, New York -- to establish a 

branch at One Research Court, Rockville, Maryland.

New York

- Approved, November 16, 2012

Salin Bank and Trust Company, Indianapolis, Indiana -- to establish a branch at 

11555 Allisonville Road, Fishers.

Chicago

- Approved, November 7, 2012

(A/C)

Salin Bank and Trust Company, Indianapolis, Indiana -- to establish a branch at 

9929 Lima Road, Fort Wayne.

Chicago

- Approved, November 14, 2012

The Scott County State Bank, Scottsburg, Indiana -- to establish a branch at 307 West 

Main Street, Austin.

St. Louis

- Approved, November 15, 2012

(A/C) = Addition or Correction Delegated - 1 of 5
Bank Holding Companies

BancTenn Corp., Kingsport, Tennessee -- to merge with Carter County 

Bancorp, Inc., Elizabethton, and thereby acquire Carter County Bank.

Atlanta

- Approved, November 13, 2012

Eastern Bank Corporation, Boston, Massachusetts -- to acquire Campello Bancorp, 

Brockton, and thereby acquire The Community Bank, a Massachusetts Co-operative 

Bank.

Secretary

- Approved, November 14, 2012

Home BancShares, Inc., Conway, Arkansas -- to acquire Premier Bank, Tallahassee, 

Florida; and for its subsidiary, Centennial Bank, Conway, to merge with Premier 

Bank, Tallahassee, and thereby establish branches.

St. Louis

- Approved, November 16, 2012

Orange County Bancorp, Inc., Middletown, New York -- to acquire HV Capital 

Management, Inc., Goshen, and substantially all of the assets and liabilities of 

Hudson Valley Investment Advisors, LLC, and thereby engage in investment 

advisory activities.

New York

- Approved, November 15, 2012

Otto Bremer Foundation, St. Paul, Minnesota, and Bremer Financial Corporation -- 

to acquire Paul Wagner Insurance Agency, Glenwood City, Wisconsin.

Minneapolis

- Approved, November 14, 2012

H.2 Actions under delegated authority November 11, 2012 to November 17, 2012

(A/C) = Addition or Correction Delegated - 2 of 5
Bank Holding Companies

PlainsCapital Corporation, Dallas, Texas; Hilltop Holdings, Inc.; and Diamond A 

Financial, L.P. -- request for an exemption under the Depository Institution 

Management Interlocks Act and Regulation L.

General Counsel

- Granted, November 13, 2012

Weed Investment Group, Inc., Cheyenne Wells, Colorado -- to acquire Kit Carson 

Insurance Agency, Inc., Kit Carson, and The Kit Carson State Bank.

Kansas City

- Approved, November 16, 2012

Westfield Bancorp, Westfield Center, Ohio -- waiver of application to acquire 

Western Reserve Bancorp, Medina, in connection with the merger of their respective 

subsidiaries, Westfield Bank, FSB, Westfield Center, and Western Reserve Bank, 

Medina.

Cleveland

- Granted, November 15, 2012

Wintrust Financial Corporation, Rosemont, Illinois -- to acquire HPK Financial 

Corporation, Chicago, and thereby acquire Hyde Park Bank & Trust Company.

Chicago

- Approved, November 5, 2012

(A/C)

Bank Mergers

HCSB, a State Banking Association, Plainview, Texas -- to merge with Citizens 

Bank, Slaton, and thereby establish five branches.

Dallas

- Approved, November 16, 2012

H.2 Actions under delegated authority November 11, 2012 to November 17, 2012

(A/C) = Addition or Correction Delegated - 3 of 5
Bank Mergers

KCB Bank, Kearney, Missouri -- to purchase certain assets and assume certain 

liabilities of Northland National Bank, Gladstone, and thereby establish branches.

Kansas City

- Approved, November 15, 2012

Banks, State Member

Silicon Valley Bank, Santa Clara, California -- to make a public welfare investment.

Secretary

- Approved, November 16, 2012

Change in Bank Control

Johnson Bancshares, Inc., Chatfield, Minnesota -- change in bank control of Johnson 

and its subsidiary bank, Root River State Bank, Chatfield.

Minneapolis

- Permitted, November 14, 2012

Financial Holding Companies 

Strategic Growth Bank Incorporated, El Paso, Texas; Strategic Growth Bancorp 

Incorporated; and Las Cruces B.R.G., Inc., Las Cruces, New Mexico -- elections to 

become financial holding companies.

Dallas

- Effective, November 15, 2012

H.2 Actions under delegated authority November 11, 2012 to November 17, 2012

(A/C) = Addition or Correction Delegated - 4 of 5
Membership

Greenfield Co-operative Bank, Greenfield, Massachusetts -- to become a member of 

the Federal Reserve System.

Boston

- Approved, November 16, 2012

OakStar Bank, N.A., Springfield, Missouri -- to retain membership in the Federal 

Reserve System on conversion to a state-chartered bank.

St. Louis

- Approved, November 16, 2012

Regulations and Policies

Federal Open Market Committee -- minutes of the meeting on October 23-24, 2012.

FOMC

- Published, November 14, 2012

H.2 Actions under delegated authority November 11, 2012 to November 17, 2012

(A/C) = Addition or Correction Delegated - 5 of 5
District: 1

Federal Reserve Bank of Boston

Filings received during the week ending November 17, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 Not available

12/14/2012

New Hampshire Mutual Bancorp, Manchester, 

New Hampshire to become a mutual holding 

company through the acquisition of Meredith 

Village Savings Bank, Meredith, New 

Hampshire, pursuant to section 3(a)(1) of the 

BHC Act.

NEW HAMPSHIRE MUTUAL 

BANCORP

Newspaper:

Federal Register:

* 3A3 Not available

* 3A5 12/14/2012

New Hampshire Mutual Bancorp, Manchester, 

New Hampshire, to acquire Merrimack Bancorp, 

MHC, Concord, New Hampshire, and its 

subsidiary bank, Merrimack County Savings 

Bank, Concord, New Hampshire, pursuant to 

sections 3(a)(3) and 3(a)(5) of the BHC Act.

NEW HAMPSHIRE MUTUAL 

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 November 17, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

Premises Not applicable

Not applicable

The Adirondack Trust Company, Saratoga 

Springs, New York, provides notice to increase 

its investment in bank premises, pursuant to 

Section 24A of the Federal Reserve Act and 

Section 208.21 of Regulation H.

ADIRONDACK TRUST 

COMPANY, THE

Newspaper:

Federal Register:

4c8 Not applicable

Not applicable

Community Bank System, Inc., DeWitt, New 

York, to establish BPAS Trust Company of 

Puerto Rico, Inc., San Juan, Puerto Rico thereby 

forming a limited purpose trust company and 

engaging in non-depository employee benefit 

trust services and activities under Section 

225.28(b)(5) of Regulation Y.

COMMUNITY BANK SYSTEM, 

INC.

Newspaper:

Federal Register:

* Branch

Not applicable

Manufacturers and Traders Trust Company, 11/21/2012

Buffalo, New York, to establish a branch office 

located at 4 High Ridge Park, City of Stamford, 

Fairfield County, Connecticut. (RSSD ID 

4325774)

MANUFACTURERS AND 

TRADERS TRUST COMPANY

* 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 November 17, 2012

Filer Filing Type Filing Proposal End of Comment Period

NONE

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

Federal Reserve Bank of Philadelphia

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Cleveland

Filings received during the week ending November 17, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

to establish a temporary branch to operate 11/24/2012

between 02/11/2013 through 02/17/2013 during 

the ACE Group Classic Golf Tournament at 

11330 Twin Eagles Boulevard, Naples, FL.

FIFTH THIRD BANK

Newspaper:

Federal Register:

* 3A1 Not available

Not available

Waterford Commercial and Savings Bank 

Shareholders Voting Trust, Waterford, Ohio, to 

become a bank holding company by acquiring 

57 percent of the outstanding voting shares of, 

and thereby acquire, The Waterford Commercial 

and Savings Bank, Waterford, Ohio

Waterford Commercial and 

Savings Bank Shareholders Voting 

Trust

* 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 November 17, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC 11/28/2012

12/04/2012

Edgar L. Woods, Bluffton, South Carolina, to 

individually acquire up to 28.01% of Atlantic 

Bancshares, Inc., Bluffton, South Carolina. 

Additionally, Edgar Woods, Woods Holdings 

Inc., RPM Palmetto Grain Brokerage LLC Profit 

Sharing Plan DTD 12/01/01 FBO Edgar L. 

Woods, Milton Woods Jr. and Susan H Woods, 

both of Ridgeland, South Carolina, and J. Eric 

Woods, Bluffton, South Carolina, as a group 

acting in concert, to collectively acquire up to 

33.26% of Atlantic Bancshares, Inc.

ATLANTIC BANCSHARES, INC.

Newspaper:

Federal Register:

FBSEA Not available

Not applicable

Banque Centrale Populaire, Casablanca, 

Morocco, to establish a representative office in 

Washington, D.C.

BANQUE CENTRALE 

POPULAIRE

Newspaper:

Federal Register:

CIC 12/06/2012

12/04/2012

Mr. Thomas F. Dungan, III, Ms. Teri Dungan, 

and Mr. Thomas F. Dungan, Jr., all of Fairfax, 

Virginia, together with Andover Investments, 

LLC as a group acting in concert to control up 

to 15% of the outstanding voting shares of 

Virginia Heritage Bank, Tysons Corner, Virginia

VIRGINIA HERITAGE 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 November 17, 2012

Filer Filing Type Filing Proposal End of Comment Period

NONE

* 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 November 17, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 18C Not available

Not applicable

Interagency Bank Merger Application 

requesting approval of the merger of Bluestem 

National Bank, Fairbury, Illinois with and into 

Bank of Pontiac, Pontiac, Illinois.

BANK OF PONTIAC

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

Central State Bank, Elkader, Iowa, to merge with 

Farmers Savings Bank, Walford, Iowa. As a 

result of the merger, Central State Bank, will 

establish a branch office at 345 Highway 151, 

Walford, Iowa.

CENTRAL STATE BANK

Newspaper:

Federal Register:

CIC Not available

Not available

Members of the Irish and Hodgson family which 

include: Ann Kennedy Irish, Harbor Springs, 

Michigan, as trustee of the Ann Kennedy Irish 

Trust; David H. Irish, Harbor Springs, Michigan, 

as trustee of the David H. Irish Trust; Tracy 

Irish Texter, Middleville, Michigan and John F. 

Texter, Middleville, Illinois, as trustees of John 

F. Texter and Tracy I. Texter Trust; Susan Irish 

Stewart, Harbor Springs, Michigan, as trustee of 

the Susan Irish Stewart Revocable Intervivos 

Trust; Colin David Irish, Marquette, Michigan; 

Perry Irish Hodgson, Charlevoix, Michigan; 

Liam Foster Hodgson, Beaver Island, Michigan; 

Alexander Irish Hodgson, Charlevoix, Michigan; 

and Raymond Earhart Hodgson, Charlevoix, 

Michigan, to be added to the Hodgson Family 

Control Group and to thereby retain control of 

25 percent or more of Charlevoix First 

Corporation, Charlevoix, Michigan and 

indirectly Charlevoix State Bank, Charlevoix, 

Michigan.

CHARLEVOIX FIRST 

CORPORATION

Newspaper:

Federal Register:

CIC Not available

12/04/2012

Notice by Roger D. Underwood, individually 

and acting in concert with Michael L. 

Underwood, both of Guthrie Center, Iowa, to 

gain control of Guthrie County Bancshares, Inc., 

Guthrie Center, Iowa and thereby Guthrie 

County State Bank, Panora, Iowa.

GUTHRIE COUNTY 

BANCSHARES, INC.

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

Federal Reserve Bank of Chicago

Filings received during the week ending November 17, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

11/20/2012

Notice by the group consisting of: JPMorgan 

Chase Bank, N.A., Naperville, Illinois as Trustee 

of the Jerry C. Bradshaw Family Trust - GST 

Non-Exempt Trust and the Jerry C. Bradshaw 

Family Trust - GST Exempt Trust; Charles M. 

Shea, Wilmette, Illinois, as committee member of 

the Jerry C. Bradshaw Family Trust - GST 

Non-Exempt Trust and the Jerry C. Bradshaw 

Family Trust - GST Exempt Trust; Molly Boed, 

Wassenaar, Netherlands, as committee member 

of the Jerry C. Bradshaw Family Trust - GST 

Non-Exempt Trust and the Jerry C. Bradshaw 

Family Trust - GST Exempt Trust; Betty J. 

Bradshaw, Wheaton, Illinois, as committee 

member of the Jerry C. Bradshaw Family Trust - 

GST Non-Exempt Trust and the Jerry C. 

Bradshaw Family Trust - GST Exempt Trust, to 

retain control of the outstanding shares of 

Marseilles Bancorporation, Inc., and thereby 

retain indirect control Marseilles Bank, both of 

Marseilles, Illinois.

MARSEILLES 

BANCORPORATION, INC.

Newspaper:

Federal Register:

* Branch Not available

Not applicable

The Northern Trust Company, Chicago, Illinois, 

to establish a branch facility to be located at 

14624 North Scottsdale Road, Scottsdale, 

Arizona.

NORTHERN TRUST COMPANY, 

THE

Newspaper:

Federal Register:

CIC Not available

10/19/2012

Richard P. DelMedico, Ontario, Wisconsin, 

Doreen M. Dahl, Cashton, Wisconsin, Denise 

M. Gunderson, Byron, Minnesota, Diana M. 

Fischer, Reno, Nevada, and Debra M. Schmitz, 

Norwalk, Wisconsin, together as a group acting 

in concert, to retain control of 25 percent or 

more of the outstanding shares of Ontario 

Bancorporation, Inc., and thereby indirectly 

retain control of Bank of Ontario, both of 

Ontario, Wisconsin.

ONTARIO BANCORPORATION, 

INC.

Newspaper:

Federal Register:

* 4c8 Not available

11/30/2012

Talmer Bancorp, Inc., Troy, Michigan, requests 

approval to acquire First Place Bank, Warren, 

Ohio, a savings Association.

TALMER BANCORP INC.

Newspaper:

Federal Register:

CIC Not available

10/17/2012

Voting Trust and David E. Kirschner, 

Springfield, Illinois, as trustee of Voting Trust, 

to join the existing Kirschner Family Control 

Group through the acquisition of shares of 

Town and Country Financial Corporation, 

Springfield, Illinois, and thereby to indirectly 

acquire shares of Town and Country Bank, 

Springfield, Illinois, and Logan County Bank, 

Lincoln, Illinois.

TOWN AND COUNTRY 

FINANCIAL CORPORATION

* 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 November 17, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

Member Not applicable

Not applicable

BankFirst Financial Services, Macon, 

Mississippi, to become a member of the Federal 

Reserve System.

BANKFIRST FINANCIAL 

SERVICES

* 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 November 17, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

11/15/2012

Notice of Change in Control by the Philip G. 

Amundson 2012 Irrevocable Grantor Trust, 

Sioux Falls, South Dakota, Matt Amundson, 

Trustee, Hendricks, Minnesota, Angie Mixner, 

Trustee, Sioux Falls, South Dakota, and Blair 

Folkens, Trustee, Brandson, South Dakota, to 

acquire 25 percent or more of the shares of 

Beulah Bancorporation, Inc., Sioux Falls, South 

Dakota, and thereby indirectly acquire control 

of First Security Bank - West, Beulah, North 

Dakota, and Valley Bank and Trust, Mapleton, 

Iowa. In addition, Philip G. Amundson 2012 

Irrevocable Grantor Trust and its trustees, 

propose to join the Amundson Family group, 

which controls Beulah Bancorporation, Sioux 

Falls, South Dakota, and thereby indirectly 

controls, First Security Bank - West, Beulah, 

North Dakota, and Valley Bank and Trust, 

Mapleton, Iowa.

BEULAH BANCORPORATION, 

INC.

Newspaper:

Federal Register:

CIC Not available

11/02/2012

Retroactive Change in Control Notice by Quoin 

Financial Bank 401(K) Profit Sharing Plan, 

Miller, South Dakota (First Bank & Trust, 

Brookings, South Dakota, trustee; Tom, Jerry, 

and Garry Peterka with power to vote), and 

Goodman Group Management Deferred 

Compensation Rabbi Trust Plan, F/B/O Dan 

Peterka, Phoenix, Arizona (Wilmington Trust 

Retirement and Institutional Services Company, 

Phoenix, Arizona, trustee; Dan Peterka with 

power to vote), to join the Peterka Family Group 

which controls 25 % or more of the shares of M 

& H Financial Services Inc., Miller, South 

Dakota, and thereby indirectly controls Quoin 

Financial Bank, Miller, South Dakota.

M & H FINANCIAL SERVICES, 

INC.

Newspaper:

Federal Register:

* SLHC Not available

Formation 12/10/2012

The Miller Family 2012 Trust U/A Dated 

December 21, 2012, St. Cloud, Minnesota, to 

become a savings and loan holding company 

through the acquisition of 31.14% of the voting 

shares of Liberty Financial Services of St. 

Cloud, Inc., St. Cloud, Minnesota, a unitary 

savings and loan holding company that owns 

100% of the voting shares of Liberty Savings 

Bank, FSB, St. Cloud, Minnesota.

MILLER FAMILY 2012 TRUST 

U/A DATED DECEMBER 21, 2012, 

THE

Newspaper:

Federal Register:

* Branch

Not applicable

Profinium Financial to establish a detached 11/15/2012

facility to be located at 124 East Walnut Street, 

Suite 320, Mankato, Minnesota.

PROFINIUM FINANCIAL, 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 November 17, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

11/20/2012

Notice submitted by Gentner Drummond and 

Wendy Drummond, both of Tulsa, Oklahoma; 

and Jonathan Drummond, Stillwater, Oklahoma, 

as a group acting in concert, to acquire control 

of Cache Holdings, Inc., Broken Arrow, 

Oklahoma, parent of Patriot Bank, Broken 

Arrow, Oklahoma.

CACHE HOLDINGS, INC.

Newspaper:

Federal Register:

* Branch

Not applicable

Cornerstone Bank, York, Nebraska, to establish 12/09/2012

a branch at 211 Winters Avenue, Glenvil, 

Nebraska.

CORNERSTONE BANK

Newspaper:

Federal Register:

Member Not applicable

Not applicable

First National Bank (to be known as FNB 

Community Bank), Midwest City, Oklahoma, to 

retain its membership in the Federal Reserve 

System following its conversion from a national 

to a state charter.

FIRST NATIONAL BANK

Newspaper:

Federal Register:

CIC 11/29/2012

11/27/2012

Notice submitted by G. Jeffrey Records, Jr., 

Oklahoma City, Oklahoma, as trustee, to acquire 

control of the Martha E. Records 2009 GST 

Exempt Family Trust, the Martha E. Records 

2009 Non-Exempt Family Trust, the Kathryn R. 

Ryan 2007 GST Exempt Family Trust, the 

Kathryn R. Ryan 2007 Non-Exempt Family Trust, 

and the George J. and Nancy J. Records 1990 

Irrevocable Trust, all of Oklahoma City, 

Oklahoma, and thereby acquire control of 

additional shares of Midland Financial Co., 

parent of MidFirst Bank, both of Oklahoma City, 

Oklahoma.

MARTHA E. RECORDS 2009 GST 

EXEMPT FAMILY TRUST

Newspaper:

Federal Register:

CIC 11/07/2012

11/08/2012

Notice submitted by The E.L. Burch Irrevocable 

Trust of 2012, Parkville, Missouri, together with 

its trustees, Kyle Burch, Parkville, Missouri, and 

Michele Jones, Overland Park, Kansas, to 

acquire control of Platte County Bancshares, 

Inc., Platte City, Missouri, parent of Platte 

Valley Bank of Missouri, Platte City, Missouri.

PLATTE COUNTY 

BANCSHARES, INC.

Newspaper:

Federal Register:

CIC 11/13/2012

11/13/2012

Notification by Number One-A Irrevocable 

Trust, Number Two-A Irrevocable Trust, and 

John A. Fox, trustee, all of Denver, Colorado, to 

become members of the Sturm control group 

and thereby acquire control of Sturm Financial 

Group, Inc., parent of ANB Bank, both in 

Denver, Colorado.

STURM FINANCIAL GROUP, 

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 November 17, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

American State Bank, Arp, Texas, to establish a 11/23/2012

branch at 907 E. Southeast Loop 323, Tyler, 

Texas 75701.

AMERICAN STATE 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 November 17, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

10/30/2012

Notice by Thomas Galt Atwood, Glen Ellen, 

California, and Cypress Abbey Company, 

Colma, California, to retain 10 percent or more of 

the outstanding shares of capital stock of FNB 

Bancorp, and thereby indirectly retain 10 perent 

or more of the voting shares of First National 

Bank of Northern California, both of South San 

Francisco, California.

FNB BANCORP

Newspaper:

Federal Register:

CIC Not available

11/21/2012

Notice of Change in Control by Barbara Marie 

Kershaw, Newport Beach, California, to retain 

her controlling interest of approximately 17.1% 

of the voting common stock of Malaga Financial 

Corporation and thereby indirectly Malaga 

Bank, FSB, both of Palos Verdes Estates, 

California.

MALAGA FINANCIAL 

CORPORATION

Newspaper:

Federal Register:

CIC Not available

Not available

Interagency Notice of Change in Control by Dr. 

Ruey Chry Kao, Je Tsu Kao, Daniel J. Kao & 

Linda Lee Kao, Christina Koa, Min-Hwan Kao & 

Yu-Fan C. Kao and related family members all of 

Las Vegas, Nevada, to acquire 10 percent or 

more of the voting shares of RBB Bancorp, and 

thereby indirectly acquire voting shares of 

Royal Business Bank, both of Los Angeles, 

California.

RBB BANCORP

Newspaper:

Federal Register:

CIC Not available

Not available

Interagency Notice of Change in Control by 

Louis C. Chang, Su Cheng C. Chang, Peter 

Chang, Ellen Chang, and related family members 

all of Los Alamitos, California, to retain 10 

percent or more of the voting shares of RBB 

Bancorp and thereby indirectly retain 10 percent 

or more of the voting shares of Royal Business 

Bank, both of Los Angeles, California.

RBB BANCORP

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

Federal Reserve Bank of San Francisco

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act