Federal Reserve Release

H.2

Actions of the Board, Its Staff,

and the Federal Reserve Banks; 

Applications and Reports Received

No. 45 

Week Ending November 10, 2012

Board of Governors of the Federal Reserve System, Washington, DC 20551
Regulations and Policies

Regulatory Capital Rules -- interagency announcement that the proposed rules issued 

in June 2012 to revise the current regulatory capital rules are not expected to become 

effective on January 1, 2013.

- Announced, November 9, 2012

Enforcement

Boscobel Bancorp, Inc., Boscobel, Wisconsin, and Community First Bank -- written 

agreement dated December 23, 2010, terminated November 2, 2012.

- Announced, November 6, 2012

Foster Bankshares, Inc., Rolling Meadows, Illinois -- written agreement with the 

Federal Reserve Bank of Chicago.

- Announced, November 8, 2012

H.2 Board Actions November 4, 2012 to November 10, 2012

(A/C) = Addition or Correction Board - Page 1 of 1
H.2 Actions under delegated authority

BS&R

C&CA

FOMC

Banking Supervision and Regulation

Consumer and Community Affairs

Federal Open Market Committee

RBOPS Reserve Bank Operations and Payment Systems

IF International Finance

November 4, 2012 to November 10, 2012

MA Monetary Affairs

Bank Branches, Domestic

Bay Commercial Bank, Walnut Creek, California -- to establish a branch at 

500 Ygnacio Valley Road, Walnut Creek.

San Francisco

- Approved, November 5, 2012

Bank Holding Companies

Banner County Ban Corporation Employee Stock Plan and Trust, Harrisburg, 

Nebraska -- to become a bank holding company by acquiring shares of Banner 

County Ban Corporation, Harrisburg, and Banner County Bank, Inc.

Kansas City

- Approved, November 8, 2012

BBJ Incorporated, Ord, Nebraska -- to acquire City National Bancshares, Inc., 

Greeley, and CNB Community Bank and to engage in insurance activities through 

acquisition of the assets of McQuillan Insurance Agency, a division of City National 

Bancshares.

Kansas City

- Approved, November 8, 2012

Castle Creek Advisors LLC, et al., Rancho Santa Fe, California -- relief from certain 

commitments.

Director, BS&R

- Granted, November 6, 2012

(A/C) = Addition or Correction Delegated - 1 of 6
Bank Holding Companies

Diamond A Financial, L.P., Dallas, Texas; Hilltop Holdings, Inc.; and Meadow 

Corporation -- to become bank holding companies by acquiring PlainsCapital 

Corporation, Dallas, and PlainsCapital Bank and to engage in mortgage lending 

activities through PrimeLending and its subsidiaries; and for Diamond A Financial 

and Hilltop Holdings to retain interests in SWS Group, Inc., Dallas, and Southwest 

Securities, FSB and its subsidiaries, and thereby operate a savings association and 

engage indirectly in certain other nonbanking activities.

Dallas

- Approved, November 9, 2012

Grandpoint Capital, Inc., Los Angeles, California -- to acquire California Community 

Bank, Escondido.

San Francisco

- Approved, November 9, 2012

Heartland Financial USA, Inc., Dubuque, Iowa -- waiver of application to acquire 

First Shares, Inc., Platteville, Wisconsin, in connection with the merger of their 

respective subsidiary banks, Wisconsin Bank & Trust, Madison, and First National 

Bank of Platteville, Platteville.

Chicago

- Granted, November 9, 2012

Henderson Citizens Bancshares, Inc., Henderson, Texas -- to acquire by merger First 

White Oak Bancshares, Inc., White Oak, and White Oak State Bank.

Dallas

- Approved, November 7, 2012

H.2 Actions under delegated authority November 4, 2012 to November 10, 2012

(A/C) = Addition or Correction Delegated - 2 of 6
Bank Holding Companies

Luxury Development Partners, Inc., Wichita, Kansas -- to acquire control of 

Community State Bancshares, Wichita, and Community State Bank and thereby 

become a bank holding company.

Kansas City

- Approved, November 5, 2012

Main Banc, Inc., Albuquerque, New Mexico -- to acquire Bank 1st Financial 

Corporation, Albuquerque, and Bank 1st.

Kansas City

- Approved, November 9, 2012

Pony Express Bancorp, Inc., Elwood, Kansas -- to acquire Don-Co Investment 

Company, Troy, and its subsidiary, 1st Bank of Troy.

Kansas City

- Approved, November 5, 2012

United Financial Bancorp, Inc., West Springfield, Massachusetts -- waiver of 

application to acquire New England Bancshares, Enfield, Connecticut, in connection 

with the merger of their respective subsidiary banks, United Bank, West Springfield, 

and New England Bank, Enfield.

Boston

- Granted, November 9, 2012

Vision Bancshares, Inc., Ada, Oklahoma -- to acquire Sulphur Community 

Bancshares, Inc., Sulphur, and its subsidiary, Community Bank of the Arbuckles.

Kansas City

- Approved, November 9, 2012

H.2 Actions under delegated authority November 4, 2012 to November 10, 2012

(A/C) = Addition or Correction Delegated - 3 of 6
Change in Bank Control

National Bancshares Corporation, Orrville, Ohio -- change in bank control of 

National Bancshares and its subsidiary, First National Bank, Orrville.

Cleveland

- Permitted, November 9, 2012

Oregon Pacific Bancorp, Florence, Oregon -- change in bank control of Oregon 

Pacific and its subsidiary, Oregon Pacific Banking Co., dba Oregon Pacific Bank, 

Florence.

San Francisco

- Permitted, November 8, 2012

Sutton Bancshares, Inc., Attica, Ohio -- change in bank control of Sutton Bancshares 

and its subsidiary, Sutton Bank, Attica.

Cleveland

- Permitted, November 5, 2012

Extensions of Time

Belleville Bancorp, Inc., Belleville, Illinois -- extension to February 24, 2013, to 

become a bank holding company by acquiring Bank of Belleville, Belleville.

St. Louis

- Granted, November 7, 2012

BNP Paribas, Paris, France -- extension of time to divest a merchant banking 

investment.

Director, BS&R

- Granted, November 7, 2012

H.2 Actions under delegated authority November 4, 2012 to November 10, 2012

(A/C) = Addition or Correction Delegated - 4 of 6
Extensions of Time

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

to February 24, 2013, to increase its ownership of Cabool Bancshares, Inc., Cabool, 

and thereby increase its indirect control of Cabool State Bank.

St. Louis

- Granted, November 9, 2012

M&T Bank Corporation, Buffalo, New York -- extension of time to receive 

comments from certain commenters on the application to acquire Hudson City 

Bancorp, Inc., Paramus, New Jersey, and Hudson City Savings Bank, FSB.

Secretary

- Granted, November 5, 2012

Financial Holding Companies 

Hilltop Holdings, Inc., Dallas, Texas; Diamond A Financial, L.P.; and Meadow 

Corporation -- election to become financial holding companies.

Dallas

- Effective, November 9, 2012

Savings and Loan Holding Companies

Northfield Bancorp, Inc., Woodbridge, New Jersey -- for Northfield Bancorp, MHC, 

Staten Island, New York, to convert from mutual to stock form and to merge with 

and into Northfield Bancorp, Inc., Woodbridge, New Jersey; and for Northfield 

Bancorp, Inc. to become a savings and loan holding company by acquiring Northfield 

Bank, Staten Island, New York.

Philadelphia

- Approved, November 8, 2012

H.2 Actions under delegated authority November 4, 2012 to November 10, 2012

(A/C) = Addition or Correction Delegated - 5 of 6
Savings and Loan Holding Companies

United Community MHC, Lawrenceburg, Indiana -- to convert from mutual to stock 

form and to merge with United Community Bancorp, Lawrenceburg; and for United 

Community Bancorp to become a savings and loan holding company by acquiring 

United Community Bank, a federal savings bank.

Chicago

- Approved, November 9, 2012

H.2 Actions under delegated authority November 4, 2012 to November 10, 2012

(A/C) = Addition or Correction Delegated - 6 of 6
District: 1

Federal Reserve Bank of Boston

Filings received during the week ending November 10, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 Not available

Not available

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 Not available

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 10, 2012

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 November 10, 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 10, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

Investment Not applicable

Not applicable

Prior Notice by PNC Bank International, 

Pittsburgh, Pennsylvania, to Make an 

Additional Investment Pursuant to Section 

211.9(f) of Regulation K

PNC BANK INTERNATIONAL

* 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 10, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC

Not available

Edgar L. Woods, Bluffton, South Carolina, to 11/28/2012

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 11/16/2012

11/08/2012

Tamra Wright Thomas, Winston Salem, North 

Carolina, to acquire up to 10.06% of Surrey 

Bancorp, Mount Airy, North Carolina.

SURREY BANCORP

Newspaper:

Federal Register:

CIC Not available

Not available

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 10, 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 10, 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:

* 3A3 11/24/2012

11/30/2012

First State Bancorp of Monticello, Employee 

Stock Ownership Plan, Monticello, Illinois, to 

increase its ownership of First State Bancorp of 

Monticello, Inc., Monticello, Illinois, from 25.51 

percent to 100 percent, and thereby increase its 

indirect ownership of First State Bank, 

Monticello, Illinois and First State Bank of 

Bloomington, Bloomington, Illinois.

FIRST STATE BANCORP OF 

MONTICELLO, INC. EMPLOYEE 

STOCK OWNERSHIP PLAN

Newspaper:

Federal Register:

CIC Not available

Not available

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 10, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC 11/20/2012

11/28/2012

Notice by the Selken Family (Teresa L. Selken 

Revocable Trust #2, Teresa L. Selken, 

Keystone, Iowa, Trustee; William D. Selken and 

Teresa A. Selken, both of Keystone, Iowa; 

Ronald J. Selken, Council Bluffs, Iowa; Ryan J. 

Selken, Keystone, Iowa; and Renae C. McKay, 

Iowa City, Iowa) together as a group acting in 

concert, to gain control of Keystone Community 

Bancorporation, Keystone, Iowa, and thereby 

indirectly control Keystone Savings Bank, 

Keystone, Iowa.

KEYSTONE COMMUNITY 

BANCORPORATION

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:

* Branch Not available

Not applicable

Letter of application to establish a branch office 

at 9929 Lima Road, Fort Wayne, Indiana on or 

around 2/4/2013.

SALIN BANK AND TRUST 

COMPANY

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.

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

Federal Reserve Bank of Chicago

Filings received during the week ending November 10, 2012

Filer Filing Type Filing Proposal End of Comment Period

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 10, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

4c8 Not applicable

Not applicable

Lima Bancshares, Inc., Lima, Illinois, to engage 

in lending activities.

LIMA BANCSHARES, INC.

Newspaper:

Federal Register:

CIC 11/28/2012

11/14/2012

Barbara K. Ferry, Nevada, Missouri, individually 

and as trustee of the L. Ingles Ferry Trust A, 

Barbara Fowler Ferry Trust, Hubert L. Fowler 

Trust, and the Marguerite Fowler Trust, and as 

a member of a family control group which 

includes L. Ingles Ferry, Hubert L. Fowler, 

Marguerite Fowler, David L. Ferry, Joseph D. 

Ferry, Patrick Ferry, Lindley G. Ferry, Barbara J. 

Benbrook, Scott D. Benbrook, Jeffrey L. 

Benbrook and Emily L. Benbrook, to acquire 

control of Mid-Missouri Bancshares, Inc., 

Springfield, Missouri, through Barbara K. 

Ferry's assumption of voting power over shares 

held by the four trusts.

MID-MISSOURI BANCSHARES, 

INC.

Newspaper:

Federal Register:

Member Not applicable

Not applicable

OakStar Bank, Springfield, Missouri, to become 

a member of the Federal Reserve System.

OAKSTAR BANK, N.A.

* 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 10, 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 11/13/2012

10/30/2012

Robert B. Flood, Jr., Marquette, Michigan, and 

Susan Flood-Dziubinski, Crystal Falls, 

Michigan, each propose to acquire control of 25 

percent or more of the shares of C.F.C. Bancorp, 

Inc., Crystal Falls, Michigan, and thereby 

indirectly acquire First National Bank of Crystal 

Falls, Crystal Falls, Michigan. Additionally, 

these two individuals together with Susan J. 

Flood Revocable Living Trust, Crystal Falls, 

Michigan, Susan J. Flood-Dziubinski trustee; 

Mary Ann Flood Revocable Living Trust, 

Crystal Falls, Michigan, Robert B. Flood, Jr, and 

Susan J. Flood-Dziubinski, co-trustees; James 

Flood, Medford, Wisconsin; Lisa Flood, 

Marquette, Michigan; Mark A. Flood, Iron 

Mountain, Michigan; and Mark A. Flood 

Revocable Trust, Iron Mountain, Michigan, 

Mark A. Flood trustee as a group acting in 

concert to acquire 25 percent or more of the 

shares of C.F.C. Bancorp, Inc.

C.F.C. BANCORP, INC.

Newspaper:

Federal Register:

CIC 11/21/2012

11/13/2012

Notice of Change in Control by Jill M. Frei 

Trust, Wagner, South Dakota, (Security 

National Bank of South Dakota, Dakota Dunes, 

South Dakota, trustee; Jill M. Frei with power to 

vote shares), to acquire control of Commercial 

Holding Company, Wagner, South Dakota, and 

thereby indirectly acquire control of Commercial 

State Bank of Wagner, Wagner, South Dakota.

COMMERCIAL HOLDING 

COMPANY

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

Federal Reserve Bank of Minneapolis

Filings received during the week ending November 10, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC 11/07/2012

11/14/2012

Change in Control Notice by Howard J. Rubin, 

Minneapolis, Minnesota, as Trustee of the 

Jeanie Rae Thorson 2012 Generation Skipping 

Trust, the Kristi Jo Jacobsen 2012 Generation 

Skipping Trust, and the Barbara Kay Billings 

2012 Generation Skipping Trust, Minneapolis, 

Minnesota (collectively "the three GSTs"), to 

acquire 25 percent or more of the shares of First 

LeRoy BanCorporation, Inc., LeRoy, Minnesota, 

and thereby indirectly acquire First State Bank 

Minnesota, LeRoy, Minnesota. In addition, the 

three GSTs intend to join the Hanson family 

shareholder group acting in concert which 

controls First LeRoy BanCorporation, Inc., and 

thereby indirectly controls First State Bank 

Minnesota.

FIRST LEROY 

BANCORPORATION, INC.

Newspaper:

Federal Register:

CIC 10/23/2012

11/13/2012

The Family Trust under the Last Will and 

Testament of Charles M. Johnson, Sr. dated 

March 13, 2007 (the "Trust"), and Charles M. 

Johnson, Jr., individually and as trustee of the 

Trust, propose to acquire 25 percent or more of 

the shares of Johnson Bancshares, Inc., 

Chatfield, Minnesota, and thereby indirectly 

gain control of Root River State Bank, Chatfield, 

Minnesota.

JOHNSON BANCSHARES, 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:

CIC 11/06/2012

11/05/2012

Change in Control notice by Brooke L. Distad, 

Kasson, Minnesota, and Jeffrey C. Palmer, 

Mantorville, Minnesota, to acquire 25 percent or 

more of the shares of Palmer Bancshares, Inc., 

Kasson, Minnesota, and thereby indirectly gain 

control of Kasson State Bank, Kasson, 

Minnesota.

PALMER BANCSHARES, INC.

Newspaper:

Federal Register:

* Branch

Not applicable

Profinium Financial to establish a detached 11/14/2012

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

Filings received during the week ending November 10, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC 11/20/2012

11/06/2012

Change in Control Notice by Paul Arnold 

Domke, Tulare, South Dakota; Rodney Domke, 

Highmore, South Dakota; Scott Allen Domke, 

Redfield, South Dakota; and Naomi Ruth 

Reinhardt, Wessington, South Dakota, to 

individually and as a group acting in concert, 

acquire control of Wessington Bankshares, Inc., 

Wessington, South Dakota, and thereby 

indirectly acquire control of Heartland State 

Bank, Redfield, South Dakota.

WESSINGTON BANKSHARES, 

INC.

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

Federal Reserve Bank of Minneapolis

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act
District: 10

Federal Reserve Bank of Kansas City

Filings received during the week ending November 10, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3 11/19/2012

11/16/2012

American State Bancshares, Inc., Great Bend, 

Kansas, to acquire 100 percent of the voting 

shares of Holcomb Bancshares, Inc., Holcomb, 

Kansas, the parent company of First National 

Bank of Holcomb, Holcomb, Kansas.

AMERICAN STATE 

BANCSHARES, INC.

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 available

Not applicable

Cornerstone Bank, York, Nebraska, to establish 

a branch at 211 Winters Avenue, Glenvil, 

Nebraska.

CORNERSTONE BANK

Newspaper:

Federal Register:

CIC Not available

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 Not available

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 Not available

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.

Newspaper:

Federal Register:

* 3A1 12/01/2012

12/03/2012

Townsend Holding Company to become a bank 

holding company through the acquisition of 100 

percent of the outstanding voting shares of 

Bank of Grove, both in Grove, Oklahoma.

TOWNSEND HOLDING 

COMPANY

* 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 10, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

MHC Minority Not applicable

Stock Issuance Not applicable

Alamogordo Financial Corporation, 

Alamogordo, New Mexico, to conduct a 

minority stock issuance pursuant to Section 

239.24(a) of Regulation MM.

ALAMOGORDO FINANCIAL 

CORP

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

HCSB, A State Banking Association, Plainview, 

Texas, to merge with affiliate Citizens Bank, 

Slaton, Texas, and to establish 5 branches of 

Citizens Bank, Slaton, Texas, as branches of 

HCSB, A State Banking Association, Plainview, 

Texas.

HCSB, A STATE BANKING 

ASSOCIATION

* 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 10, 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

Newspaper:

Federal Register:

Member Not applicable

Not applicable

Silvergate Bank, La Jolla, California, to become a 

member of the Federal Reserve System.

SILVERGATE BANK

Newspaper:

Federal Register:

* 3A1 11/29/2012

11/30/2012

Sound Financial Bancorp, Inc., Seattle, 

Washington, to become a bank holding 

company through the conversion of Sound 

Community Bank from a federal stock savings 

bank to a state chartered commercial bank, both 

of Seattle, Washington.

SOUND FINANCIAL BANCORP, 

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