Federal Reserve Release

H.2

Actions of the Board, Its Staff,

and the Federal Reserve Banks; 

Applications and Reports Received

No. 49 

Week Ending December 3, 2011

Board of Governors of the Federal Reserve System, Washington, DC 20551
Bank Holding Companies

Goering Management Company, LLC, Moundridge, Kansas; Goering Financial 

Holding Company Partnership, L.P.; and Bon, Inc. -- to acquire Home State 

Bancshares, Inc., McPherson, and thereby acquire Home State Bank & Trust 

Company.

- Approved, November 28, 2011

Bank Mergers

The Croghan Colonial Bank, Fremont, Ohio -- to acquire four branches from The 

Home Savings and Loan Company of Youngstown, Ohio, in Tiffin, Fremont, and 

Clyde, and to establish branches at three of those locations. 

- Approved, November 28, 2011

Forms

Forms -- final Board review to extend with revision the Recordkeeping and 

Disclosure Requirements Associated with Loans Secured by Real Estate Located in 

Flood Hazard Areas (Reg H-2).

- Approved, November 28, 2011

Forms -- initial Board review to extend with revision the Quarterly Report of Assets 

and Liabilities of Large Foreign Offices of U.S. Banks (FR 2502q), Automobile 

Finance Terms (FR 2005), and Passenger Auto Contract Collection Trends 

(FR 2012); and to extend without revision the Weekly Report of Selected Assets and 

Liabilities of Domestically Chartered Commercial Banks and U.S. Branches and 

Agencies of Foreign Banks (FR 2644), Quarterly Report of Interest Rates on Selected 

Direct Consumer Installment Loans (FR 2835), and Quarterly Report of Credit Card 

Plans (FR 2835a).

- Proposed, November 28, 2011

H.2 Board Actions November 27, 2011 to December 3, 2011

(A/C) = Addition or Correction Board - Page 1 of 2
Personnel

Division of Banking Supervision and Regulation -- appointment of Michael S. 

Gibson as director, effective January 1, 2012.

- Announced, November 30, 2011

Enforcement

First State Bank of DeQueen, DeQueen, Arkansas -- issuance of a consent order of 

assessment of a civil money penalty.

- Announced, November 29, 2011

H.2 Board Actions November 27, 2011 to December 3, 2011

(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

OSD Office of Staff Director

November 27, 2011 to December 3, 2011

Bank Branches, Domestic

Commerce Bank, Kansas City, Missouri -- to establish a branch at 8450 East 

Crescent Parkway, Suite 150, Greenwood Village, Colorado.

Kansas City

- Approved, November 28, 2011

EagleBank, Bethesda, Maryland -- to establish a branch at 2905 District Avenue, 

Suite 190, Fairfax, Virginia.

Richmond

- Approved, December 1, 2011

Fifth Third Bank, Cincinnati, Ohio -- to establish a branch at NWC South Cobb 

Drive and Concord Road, Smyrna, Georgia.

Cleveland

- Approved, December 1, 2011

The F&M Bank & Trust Company, Tulsa, Oklahoma -- to establish a branch at 

11970 North Central Expressway, Suite 210, Dallas, Texas.

Kansas City

- Approved, December 2, 2011

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

Blue Grass Bancorporation, Inc., Corning, Iowa -- to become a bank holding 

company and to acquire Okey-Vernon First National Bank, Corning; and to acquire 

1st Choice Agency, Corning, and engage in insurance agency activities in a town 

with a population not exceeding 5,000.

Chicago

- Approved, November 29, 2011

BNC Bancorp, Thomasville, North Carolina -- waiver of application in connection 

with the merger of Regent Bank, Greenville, South Carolina, with and into BNC's 

subsidiary bank, Bank of North Carolina, Thomasville, North Carolina; and waiver of 

savings and loan holding company application in connection with Bank of North 

Carolina's acquisition and merger with Regent Bank (a federal savings bank).

Richmond

- Granted, December 2, 2011

Clayton Bancorp, Inc., Knoxville, Tennessee -- to engage in making, acquiring, 

brokering, or servicing loans or other extensions of credit and to engage in activities 

related to extending credit.

Atlanta

- Approved, November 28, 2011

FFD Financial Corp., Dover, Ohio -- to become a bank holding company and to 

acquire First Federal Community Bank, Dover, on its conversion from a thrift 

institution to a national bank.

Cleveland

- Approved, December 2, 2011

H.2 Actions under delegated authority November 27, 2011 to December 3, 2011

(A/C) = Addition or Correction Delegated - 2 of 4
Bank Holding Companies

First Carolina Financial Services, Inc., Rocky Mount, North Carolina -- to become a 

bank holding company and to acquire shares of First Carolina State Bank, Rocky 

Mount, and Pisgah Community Bank, Asheville.

Richmond

- Withdrawn, November 30, 2011

Midwest Bancshares, Inc., Tyndall, South Dakota -- to become a bank holding 

company and to acquire Security State Bank, Tyndall; to acquire Dakota Heritage 

State Bank, Chancellor; and to acquire Chancellor Insurance Agency, LLC, and 

thereby engage in insurance agency activities in a town with a population not 

exceeding 5,000.

Minneapolis

- Approved, November 28, 2011

Viewpoint Financial Group, Inc., Plano, Texas -- to become a bank holding company 

and to acquire ViewPoint Bank, National Association, Plano.

Dallas

- Approved, December 2, 2011

WCF Financial, M.H.C., Webster City, Iowa, and Webster City Federal Bancorp -- to 

become bank holding companies on conversion of Webster City Federal Savings 

Bank, Webster City, from a federal savings bank to a state-chartered bank.

Chicago

- Withdrawn, November 29, 2011

H.2 Actions under delegated authority November 27, 2011 to December 3, 2011

(A/C) = Addition or Correction Delegated - 3 of 4
Banks, State Member

First Commerce Bank, Lakewood, New Jersey -- location determination of master 

account at the Federal Reserve Bank of New York.

Secretary

- Approved, November 30, 2011

Change in Bank Control

CB Financial Corporation, Wilson, North Carolina -- change in bank control of 

CB Financial and its subsidiary bank, Cornerstone Bank, Wilson.

Richmond

- Withdrawn, December 1, 2011

Midland States Bancorp, Inc., Effingham, Illinois -- change in bank control of 

Midland and its subsidiary bank, Midland States Bank, Effingham.

St. Louis

- Permitted, December 1, 2011

Membership

Verus Bank, N.A., Derby, Kansas -- to retain membership in the Federal Reserve 

System on conversion to a state-chartered bank (Verus Bank), and to increase its 

investment in bank premises.

Kansas City

- Approved, December 2, 2011

Webster City Federal Savings Bank, Webster City, Iowa -- to become a member of 

the Federal Reserve System on conversion from a federal savings bank to a 

state-chartered bank.

Chicago

- Withdrawn, November 29, 2011

H.2 Actions under delegated authority November 27, 2011 to December 3, 2011

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

Federal Reserve Bank of Boston

Filings received during the week ending December 3, 2011

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

Member Not applicable

Not applicable

Application by Patriot Community Bank, 

Woburn, Massachusetts, to become a member 

of the Federal Reserve System pursuant to 

section 9 of the Federal Reserve Act and 

section 208.3 of Regulation H.

PATRIOT COMMUNITY BANK

* 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 December 3, 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 December 3, 2011

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

12/02/2011

Messrs. W. Kirk Wycoff, Philadelphia, PA, Ira 

M. Lubert, Philadelphia, PA, and James J. 

Lynch, Philadelphia, PA, collectively to acquire 

up to 18% of Continental Bank Holdings, Inc., 

Plymouth Meeting, PA.

Continental Bank

Newspaper:

Federal Register:

Member Not applicable

Not applicable

The First National Bank of Liverpool, Liverpool, 

PA, to become a member of the Federal Reserve 

System.

FIRST NATIONAL BANK OF 

LIVERPOOL, THE

Newspaper:

Federal Register:

Member Not applicable

Not applicable

The First National Bank of Palmerton, 

Palmerton, PA to become a member of the 

Federal Reserve System and to be known as 

First Northern Bank and Trust Co., Palmerton, 

PA.

FIRST NATIONAL BANK OF 

PALMERTON, THE

Newspaper:

Federal Register:

CIC Not available

12/02/2011

Arthur J. Kania, St. Davids, PA, to acquire up to 

23% of Franklin Security Bancorp, Inc., Wilkes 

Barre, PA.

FRANKLIN SECURITY 

BANCORP, INC.

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 December 3, 2011

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

4c8 Not applicable

12/22/2011

Notice by Park National Corporation, Newark, 

Ohio, for approval for its subsidiary, SE 

Property Holdings, LLC, Newark, Ohio, to 

engage in credit extending activities, pursuant 

to Section 225.28(b)(1)of Regulation Y.

PARK NATIONAL 

CORPORATION

* 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 December 3, 2011

Filer Filing Type Filing Proposal End of Comment Period

NONE

* 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 December 3, 2011

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

4c8 Not applicable

12/16/2011

CenterState Banks, Inc., Davenport, Florida, to 

engage in making, acquiring, brokering, or 

servicing loans, or other extensions of credit 

though its nonbank subsidiary, R4ALL, Inc., 

Davenport, Florida.

CENTERSTATE BANKS, INC.

Newspaper:

Federal Register:

* 3A1 12/15/2011

12/30/2011

First Advantage Bancorp, to become a bank 

holding company by acquiring First Advantage 

Bank (upon its conversion to a state 

nonmember bank), both of Clarksville, 

Tennessee.

FIRST ADVANTAGE BANCORP

Newspaper:

Federal Register:

3A1 Not applicable

Not applicable

Haven Capital Corporation, notice to become a 

bank holding company by acquiring Bank of 

Brookhaven, both of Brookhaven, Mississippi.

Haven Capital Corporation

Newspaper:

Federal Register:

* 3A1 12/30/2011

12/27/2011

TGR Financial, Inc., Naples, Florida, to become a 

bank holding company by acquiring 100 percent 

of the outstanding shares of First National Bank 

of the Gulf Coast, Naples, Florida.

TGR FINANCIAL, INC.

* 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 December 3, 2011

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 Not available

Not available

Burling Bancorp, Inc., Chicago, Illinois, to 

become a bank holding company by acquiring 

100 percent of the voting shares of Burling 

Bank, Chicago, Illinois.

BURLING BANCORP, INC.

Newspaper:

Federal Register:

CIC Not available

Not available

Notice by the Carl E. Stukenholtz, Perry, Iowa, 

individually for approval to control more than 60 

percent, and acting in concert with James E. 

Wendl, Trustee of the James Wendl Revocable 

Trust, Panora, Iowa; Carol A. Wendl, Trustee of 

the Carol Wendl Revocable Trust, Panora, Iowa; 

Brian L. Thielges, Des Moines, Iowa; and Mary 

R. Thielges, Des Moines, Iowa, for approval to 

control more than 90 percent of the shares of 

Exchange Financial, Inc., Adair, Iowa, and 

thereby indirectly control Exchange State Bank, 

Adair, Iowa.

EXCHANGE FINANCIAL, INC.

Newspaper:

Federal Register:

Member Not applicable

Not applicable

The Grundy National Bank of Grundy Center, 

Grundy Center, Iowa(t/b/k as GNB Bank), to 

become an Iowa state chartered member of the 

Federal Reserve System following its 

conversion from a national bank to a state bank.

GRUNDY NATIONAL BANK OF 

GRUNDY CENTER

Newspaper:

Federal Register:

* 3A1 12/23/2011

12/30/2011

Notice from ISB Bancorp, Inc., Tonica, Illinois, 

to become a bank holding company through the 

acquisition of Tonica Bancorp, Inc., Tonica, 

Illinois and control of Illini State Bank, Oglesby, 

Illinois.

ISB Bancorp, Inc.

Newspaper:

Federal Register:

CIC Not available

Not available

Notice by the Schneidermann Family (George K. 

Schneidermann, Doris K. Schneidermann, Scott 

A. Schneidermann, Craig A. Schneidermann and 

Amy L. Schulte, all of Rock Rapids, Iowa), as a 

group acting in concert and George K. 

Schneidermann, individually, for approval to 

increase control to more than 25 percent of the 

shares of Rock Rivers Bancorp, Rock Rapids, 

Iowa, and thereby indirectly control Frontier 

Bank, Rock Rapids, Iowa.

ROCK RIVERS BANCORP

* 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 December 3, 2011

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3 Not available

12/27/2011

Alton Bancshares, Inc., Alton, Missouri, to 

acquire 100 percent of First Community Bank of 

the Ozarks, Branson, Missouri.

ALTON BANCSHARES, INC.

Newspaper:

Federal Register:

* 18C

* Branch Not applicable

Centennial Bank, Conway, Arkansas, to 12/30/2011

purchase certain assets and assume certain 

liabilities of Vision Bank, Panama City, Florida, 

and to retain the acquired facilities as branches.

CENTENNIAL BANK

Newspaper:

Federal Register:

4c8 Not applicable

Not applicable

First Arkansas BancShares, Inc., Jacksonville, 

Arkansas, to increase its ownership in BVCA, 

LLC, from 18 percent to 100 percent, and 

continue to engage in lending.

FIRST ARKANSAS 

BANCSHARES, INC.

Newspaper:

Federal Register:

CIC 12/14/2011

12/07/2011

Samuel T. Sicard, individually and as trustee of 

the Samuel M. Sicard Living Trust, to retain 

ownership of 11.80% of the voting shares of 

First Bank Corp., Fort Smith, Arkansas. Samuel 

T. Sicard became trustee and acquired voting 

control of the trust's shares upon the death of 

his father, Samuel M. Sicard.

FIRST BANK CORP

Newspaper:

Federal Register:

* 18C

* Branch Not applicable

Heber Springs State Bank, Heber Springs, 12/16/2011

Arkansas, to merge with Eagle Bank and Trust 

Company, Little Rock, Arkansas, and to retain 

the acquired facilities as branch offices.

HEBER SPRINGS STATE BANK

Newspaper:

Federal Register:

Member Not applicable

Not applicable

Lewisburg Banking Company, Lewisburg, 

Kentucky, to become a member of the Federal 

Reserve System.

LEWISBURG BANKING 

COMPANY

Newspaper:

Federal Register:

* Branch

Not applicable

Liberty Bank of Arkansas, Jonesboro, 12/06/2011

Arkansas, to establish a branch facility to be 

located at 1400 East Joyce Boulevard, 

Fayetteville, Arkansas.

LIBERTY BANK OF ARKANSAS

Newspaper:

Federal Register:

* Branch

Not applicable

Southern Bank, Poplar Bluff, Missouri, to 12/13/2011

establish a branch facility to be located at 2080 

Three Rivers Boulevard, Poplar Bluff, Missouri.

SOUTHERN BANK

* 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 December 3, 2011

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

12/16/2011

Change in Control Notice by the Eugene Joseph 

Welle Irrevocable HJW Trust, Hugh J. Welle, 

Trustee, Bemidji, Minnesota, and by Paulette E. 

Welle, Bemidji, Minnesota, for retroactive 

permission to join the Welle family shareholder 

group, which controls 25% or more of First 

Bemidji Holding Company, Bemidji, Minnesota, 

and thereby indirectly controls The First 

National Bank of Bemidji, Bemidji, Minnesota.

FIRST BEMIDJI HOLDING 

COMPANY

Newspaper:

Federal Register:

CIC Not available

Not available

Change in Control Notice by the R. Joseph Olk 

Revocable Trust Agreement Dated August 1, 

2001 ("Trust")to acquire 10% or more of the 

shares of Headwaters Bancorp, Inc., Land O' 

Lakes, Wisconsin, which owns Headwaters 

State Bank, Land O' Lakes, Wisconsin, and to 

join the Olk Family Group, which controls 

Headwaters Bancorp, Inc. R. Joseph Olk, M.D., 

Chesterfield, Missouri, trustee of Trust, to retain 

control of Headwaters Bancorp, Inc. and 

thereby indirectly retain control of Headwaters 

State Bank.

HEADWATERS BANCORP, INC.

Newspaper:

Federal Register:

CIC 12/06/2011

12/16/2011

Retroactive change in control notice by Colleen 

S. Yunker Revocable Trust, Sturgis, Michigan 

(trustees Jack Steele, Wolsey, South Dakota, 

and Sturgis Bank and Trust Company, Sturgis, 

Michigan), to retain 25% or more of the shares 

of Leackco Bank Holding Company, Inc., 

Wolsey, South Dakota, and thereby indirectly 

retain control of American Bank & Trust, 

Wessington Springs, South Dakota.

LEACKCO BANK HOLDING 

COMPANY, INC.

Newspaper:

Federal Register:

CIC Not available

12/09/2011

Change in Control Notice by Danita ("Kita") 

Louise McVay, Minneapolis, Minnesota, as 

executor of the M.D. McVay Estate, and Trustee 

of the Mary M. McVay Family Trust, the 

Elizabeth McVay Greene Irrevocable Trust, and 

the Marianna Marcelle Greene Irrevocable 

Trust, to retain 25% or more of the shares of 

Minnwest Corporation, Minnetonka, 

Minnesota. Jenny Lynn Verner, Victoria, 

Minnesota, Zachary Miller Zacek, Chicago, 

Illinois, Elizabeth McVay Greene, Brooklyn, New 

York, and Marianna Marcelle Greene, 

Minneapolis, Minnesota, to join the McVay 

Family Group, which controls 25% or more of 

the shares of Minnwest Corporation, 

Minnetonka, Minnesota, and thereby indirectly 

retain control of Minnwest Bank, M.V., 

Redwood Falls, Minnesota, Minnwest Bank 

South, Tracy, Minnesota, Minnwest Bank 

Luverne, Luverne, Minnesota, Minnwest Bank 

Central, Montevideo, Minnesota, Minnwest 

Bank Metro, Eagan, Minnesota, and Minnwest 

Bank Sioux Falls, Sioux Falls, South Dakota.

MINNWEST CORPORATION

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

Federal Reserve Bank of Minneapolis

Filings received during the week ending December 3, 2011

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 Not available

01/03/2012

Mountain Iron Holdings, LLC, Buhl, Minnesota, 

to become a bank holding company by 

acquiring 100 percent of Timberland 

Bancorporation, Baxter, Minnesota, and thereby 

indirectly acquire First National Bank of Buhl, 

Buhl, Minnesota.

MOUNTAIN IRON HOLDINGS 

LLC

* 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 December 3, 2011

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 12/26/2011

12/29/2011

Elkhart Financial Corporation, Elkhart, Kansas, 

to become a bank holding company through the 

acquisition of 100 percent of the voting shares 

of First National Bank of Elkhart, Elkhart, 

Kansas.

ELKHART FINANCIAL 

CORPORATION

Newspaper:

Federal Register:

* 3A1 12/31/2011

01/30/2012

First Federal Olathe Bancorp, Inc., Olathe, 

Kansas, to become a bank holding company 

through the retention of 100 percent of the 

voting shares of First Federal Savings and Loan 

Bank, Olathe, Kansas.

FIRST FEDERAL OF OLATHE 

BANCORP, INC.

Newspaper:

Federal Register:

CIC 12/21/2011

12/22/2011

Notice by Dale Mitchell Ashlock, Gravois Mills, 

Missouri; Donald Kinahan Ashlock, Olathe, 

Kansas; and Pershing LLC, Jersey City, New 

Jersey; to become part of the group acting in 

concert to acquire control of First Federal of 

Olathe Bancorp., Inc., parent of First Federal 

Savings and Loan Bank, both in Olathe, Kansas.

FIRST FEDERAL OF OLATHE 

BANCORP, INC.

Newspaper:

Federal Register:

Member Not applicable

Not applicable

First Missouri National Bank (to be known as 

First Missouri Bank), Brookfield, Missouri, to 

retain its membership in the Federal Reserve 

System following its conversion from a national 

to a state charter.

FIRST MISSOURI NATIONAL 

BANK

Newspaper:

Federal Register:

* 3A1 Not available

12/19/2011

Oklahoma Bancshares Holdings, Inc., Norman, 

Oklahoma, to become a bank holding company 

through the acquisition of 100 percent of the 

voting shares of Town & Country Bancshares, 

Inc., parent of Oklahoma State Bank, both in 

Guthrie, Oklahoma.

OKLAHOMA BANCSHARES 

HOLDINGS, INC.

Newspaper:

Federal Register:

CIC Not available

12/19/2011

Notice by Gerald L. Lentfer, Firth, Nebraska; 

Steven J. Miller, Lincoln, Nebraska; and Thomas 

F. Oerter, Hickman, Nebraska, all as members of 

the Wilber Co. Voting Trust; and Steven J. 

Buchanan, Omaha, Nebraska, individually and 

as co-trustee of the Wilber Co. Voting Trust, to 

acquire control of Wilber Co., Lincoln, 

Nebraska, parent of First State Bank, Lincoln, 

Nebraska. Notice by Wilber Co., Lincoln, 

Nebraska, to redeem 19.72 percent of its 

outstanding common stock.

WILBER CO.

* 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 December 3, 2011

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch Not available

Not applicable

Comerica Bank, Dallas, Texas, to establish a 

branch at 5450 Jackson Drive, La Mesa, 

California, 91942.

COMERICA BANK

Newspaper:

Federal Register:

* 3A3 Not available

12/08/2011

Woodforest Financial Group Employee Stock 

Ownership Plan (with 401(k) Provisions) 

(Amended and Restated Effective March 1, 

2006) and the related Woodforest Financial 

Group Employee Stock Ownership Trust, The 

Woodlands, Texas, collectively the Applicant, 

to acquire up to 30 percent of Woodforest 

Financial Group, Inc., The Woodlands, Texas, 

and indirectly acquire Woodforest National 

Bank, Houston, Texas.

WOODFOREST FINANCIAL 

GROUP EMPLOYEE STOCK 

OWNERSHIP PLAN (WITH 

401(K) PROVISIONS) (AMENDED 

AND RESTATED EFF. 03/01/06)

* 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 December 3, 2011

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

AltaPacific Bank, Santa Rosa, California, to 

merge with Stellar Business Bank, Covina, 

California, and thereby acquire one branch 

office.

ALTAPACIFIC BANK

Newspaper:

Federal Register:

* Branch

Not applicable

Bay Commercial Bank, Walnut Creek, California, 12/03/2011

to establish a branch at 960 School Street, Napa, 

California.

BAY COMMERCIAL BANK

Newspaper:

Federal Register:

* 18C Not available

Not applicable

California Republic Bank, Newport Beach, 

California, to purchase certain assets and 

assume certain liabilities of the Westlake Village 

branch of National Bank of California, N.A., Los 

Angeles, California.

CALIFORNIA REPUBLIC BANK

Newspaper:

Federal Register:

* 3A3 Not available

12/05/2011

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 more than 

24.9% of the voting securities of Pacific 

Mercantile Bancorp, Costa Mesa, California 

through an investment preferred and common 

shares of Pacific Mercantile Bancorp and 

thereby indirectly acquire additional voting 

shares of Pacific Mercantile Bank, Costa Mesa, 

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:

* 3A3 Not available

4c8 Not available

Grandpoint Capital, Inc., Los Angeles, 

California, to acquire 100 percent of Regents 

Bancshares, Inc., Vancouver, Washington, and 

thereby indirectly acquire Regents Bank NA,

La Jolla, California.

GRANDPOINT CAPITAL, INC.

* 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