Federal Reserve Release

H.2

Actions of the Board, Its Staff,

and the Federal Reserve Banks; 

Applications and Reports Received

No. 20 

Week Ending May 19, 2012

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

Settlement Practices -- statement by Scott G. Alvarez, general counsel, before the 

House Committee on Financial Services on the Federal Reserve's enforcement 

program.

- Published, May 17, 2012

Systemically Important Financial Institutions and the Dodd-Frank Act -- statement by 

Michael S. Gibson, director, Division of Banking Supervision and Regulation, before 

a subcommittee of the House Committee on Financial Services on the 

implementation of the Dodd-Frank Act regarding systemically important nonbank 

financial companies.

- Published, May 16, 2012

Forms

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

Requirements Associated with Changes in Foreign Investments (Made Pursuant to 

Regulation K) (FR 2064) and Notice Requirements in Connection with Regulation W 

(12 CFR Part 223 Transactions Between Member Banks and Their Affiliates).

- Approved, May 17, 2012

Forms -- final Board review to revise without extension the Capital Assessments and 

Stress Testing information collection (FR Y-14A and Y-14Q).

- Approved, May 17, 2012

Regulations and Policies

Clarification on Stress Testing by Community Banks -- interagency statement to 

clarify that community banks are not required or expected to conduct the types of 

stress testing required of larger banking organizations.

- Announced, May 14, 2012

H.2 Board Actions May 13, 2012 to May 19, 2012

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

Credit Card Plans -- annual report to Congress on the profitability of credit card 

operations of depository institutions.

- Approved, May 17, 2012

Large Bank Stress Testing Guidance -- final interagency supervisory guidance on 

stress testing for banking organizations with more than $10 billion in total 

consolidated assets.

- Announced, May 14, 2012

Enforcement

BankTennessee Bancshares, Inc., Collierville, Tennessee, and BankTennessee -- 

written agreement dated March 25, 2010, terminated May 4, 2012.

- Announced, May 17, 2012

Grand Bankshares, Inc., West Palm Beach, Florida -- written agreement with the 

Federal Reserve Bank of Atlanta.

- Announced, May 15, 2012

H.2 Board Actions May 13, 2012 to May 19, 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

May 13, 2012 to May 19, 2012

MA Monetary Affairs

Bank Branches, Domestic

Clear Mountain Bank, Bruceton Mills, West Virginia -- to establish a branch at 1085 

Van Voorhis Road, Suite 150, Morgantown.

Richmond

- Approved, May 14, 2012

Franklin Synergy Bank, Franklin, Tennessee -- to establish a branch at 1015 

Westhaven Boulevard, Suite 150, Franklin.

Atlanta

- Approved, May 18, 2012

Bank Holding Companies

Carpenter Fund Manager GP, LLC, Irvine, California; Carpenter Fund Management 

Company, LLC; Carpenter Community Bancfund, L.P.; Carpenter Community 

Bancfund-A, L.P.; Carpenter Community Bancfund-CA, L.P.; CCFW, Inc.; 

Carpenter Bank Partners, Inc. -- to acquire shares of Manhattan Bancorp, 

El Segundo, and Bank of Manhattan, N.A.

San Francisco

- Approved, May 16, 2012

Carpenter Fund Manager GP, LLC, Irvine, California; Carpenter Fund Management 

Company, LLC; Carpenter Community Bancfund, L.P.; Carpenter Community 

Bancfund-A, L.P.; Carpenter Community Bancfund-CA, L.P.; CGB Holdings, Inc.; 

CCFW, Inc.; SCJ, Inc. -- temporary relief from a commitment in connection with 

CGB Asset Management, Inc., Irvine.

San Francisco

- Granted, May 18, 2012

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

FNB Bancshares, Inc., Independence, Kansas -- to become a bank holding company 

by acquiring First National Bank, Independence.

Kansas City

- Approved, May 18, 2012

FS Bancorp, Inc., Mountlake Terrace, Washington -- to become a bank holding 

company upon the conversion of 1st Security Bank of Washington, Mountlake 

Terrace, from a mutual savings to a stock savings bank.

San Francisco

- Approved, May 14, 2012

Green Bancorp, Inc., Houston, Texas -- waiver of application to merge with 

Opportunity Bancshares, Inc., Richardson, in connection with the merger of their 

subsidiary banks, Opportunity Bank, N.A., and Green Bank, N.A., Houston.

Dallas

- Granted, May 16, 2012

Keycorp, Cleveland, Ohio -- to retain voting shares of Mechanics Financial 

Corporation, Mansfield.

Cleveland

- Withdrawn, May 17, 2012

RSB Bancorp, MHC, Roselle, New Jersey, and RSB Bancorp, Inc. -- to become bank 

holding companies by acquiring Roselle Savings Bank, Roselle.

New York

- Withdrawn, May 18, 2012

H.2 Actions under delegated authority May 13, 2012 to May 19, 2012

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

Community Bancshares of Wisconsin, Inc., Grafton, Wisconsin -- to retain control of 

Community Bancshares and its subsidiary bank, Cornerstone Community Bank, 

Grafton.

Chicago

- Permitted, May 15, 2012

Kerkhoven Bancshares, Inc., Kerkhoven, Minnesota -- change in bank control of 

Kerkhoven Bancshares and its subsidiary bank, Financial Security Bank, Kerkhoven.

Minneapolis

- Permitted, May 16, 2012

Maxlou Bancshares, Inc., Tahlequah, Oklahoma -- change in bank control of Maxlou 

Bancshares, Inc., and its subsidiary bank, First State Bank, Tahlequah.

Kansas City

- Permitted, May 17, 2012

Northstar Financial Group, Inc., Bad Axe, Michigan -- change in bank control of 

Northstar Financial Group and its subsidiary banks, Northstar Bank, Bad Axe, and 

Seaway Community Bank, St. Clair (two notices).

Chicago

- Permitted, May 16, 2012

H.2 Actions under delegated authority May 13, 2012 to May 19, 2012

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

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

UFJ, Ltd.; and UnionBanCal Corporation, San Francisco, California -- commenters' 

requests to extend the comment periods on the applications to acquire shares of 

Pacific Capital Bancorp, Santa Barbara, California, and Santa Barbara Bank 

& Trust, N.A.

Secretary

- Denied, May 16, 2012

Regulations and Policies

Federal Open Market Committee -- minutes of the meeting on April 24-25, 2012.

FOMC

- Published, May 16, 2012

Savings and Loan Holding Companies

Georgetown Bancorp, MHC, Georgetown, Massachusetts -- to convert from mutual 

to stock form and to merge with Georgetown Bancorp, Inc., Georgetown, and for 

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

acquiring Georgetown Savings Bank.

Boston

- Approved, May 14, 2012

HomeTrust Bancshares, Inc., Clyde, North Carolina -- to become a savings and loan 

holding company upon the conversion of HomeTrust Bank, Clyde, from mutual to 

stock form.

Richmond

- Approved, May 14, 2012

H.2 Actions under delegated authority May 13, 2012 to May 19, 2012

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

Federal Reserve Bank of Boston

Filings received during the week ending May 19, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

Member Not applicable

Not applicable

Application by Brookline Bank, Brookline, 

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.

BROOKLINE BANK

Newspaper:

Federal Register:

CIC 04/21/2012

05/01/2012

Notification by Kevin P. Meehan to acquire up 

to 53.18% of the outstanding shares of the 

common stock of MNB Bancorp, Milford, 

Massachusetts pursuant to the Change in Bank 

Control Act of 1978.

MNB BANCORP

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

Federal Reserve Bank of Boston

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

 178271 AVON CO-OP BK, AVON, MASSACHUSETTS 01/17/2012 04/30/2012 S Small Bank

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 May 19, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

05/23/2012

Notice by Preston D. Pinkett, III to acquire 10 

percent of City National Bancshares 

Corporation, Newark, New Jersey.

CITY NATIONAL BANCSHARES 

CORPORATION

* 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

 2736291 BANCO POPULAR N AMER, NEW YORK, NEW YORK 05/31/2011 05/03/2012 S Large Bank

 236706 PEAPACK GLADSTONE BK, GLADSTONE, NEW JERSEY 01/09/2012 05/09/2012 S Large Bank

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 May 19, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

09/21/2011

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

Financial Partners, L.P., Patriot Financial 

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

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

Patriot Financial Manager, LLC. and Messrs. Ira 

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

all of Philadelphia, Pennsylvania, to purchase 

up to 24.9 percent of Porter Bancorp, Inc., 

Louisville, KY.

PATRIOT FINANCIAL 

PARTNERS LP

Newspaper:

Federal Register:

* 18C

Not applicable

Susquehanna Bank, Lititz, PA, to assume the 06/11/2012

deposit liabilities of Community First Bank, 

Pikesville, MD.

SUSQUEHANNA BANK

* 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

 928618 AMERISERV FNCL BK, JOHNSTOWN, PENNSYLVANIA 12/05/2011 05/10/2012 S Large Bank

 331713 NEW TRIPOLI BK, NEW TRIPOLI, PENNSYLVANIA 10/24/2011 05/03/2012 S Int Sm Bank

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 May 19, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC 06/01/2012

05/29/2012

Interagency Notice of Change in Bank Control 

by LM III TriState Holdings LLC; LM III A 

TriState Holdings LLC; Lovell Minnick Equity 

Partners III LP; Lovell Minnick Equity Partners 

III A LP; Lovell Minnick Equity Advisors III LP; 

Fund III UGP LLC; Lovell Minnick Partners 

LLC; and Lovell Minnick Holdings LLC; all of 

Radnor, Pennsylvania, to acquire up to 24.9% of 

the outstanding voting shares of TriState 

Capital Holdings, Inc., Pittsburgh, PA, and 

thereby indirectly control TriState Capital Bank, 

Pittsburgh, PA

LOVELL MINNICK HOLDINGS 

LLC

* 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 May 19, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch Not available

Not applicable

BankAnnapolis, Annapolis, Maryland to 

establish a branch at 2379 Brandermill Blvd., 

Gambrills, Maryland.

BANKANNAPOLIS

Newspaper:

Federal Register:

* 3A5 04/22/2012

04/16/2012

BNC Bancorp, High Point, North Carolina, to 

acquire 100% of the voting securities of 

KeySource Financial, Inc., Durham, North 

Carolina, and thereby indirectly acquire 

KeySource Commercial Bank, Durham, North 

Carolina.

BNC BANCORP

Newspaper:

Federal Register:

CIC Not available

Not available

James D. Moore, Jr., Abingdon, Virginia, to 

retain control of 10.77% of the voting shares of 

Highlands Bankshares, Inc., Abingdon, Virginia

HIGHLANDS BANKSHARES, 

INC.

Newspaper:

Federal Register:

CIC Not available

05/29/2012

John W. Crites, Marco Island, Florida, to 

individually retain control of10.41% of the 

voting shares of Summit Financial Group, Inc., 

Moorefield, West Virginia, with shares held in 

his individual capacity, jointly with Patricia 

Crites, and as trustee for the following trusts: 

Subtrust f/b/o Zackary Kenton Crites; Subtrust 

f/b/o Bailey Buena-Vista Crites; Subtrust f/b/o 

Kevin David Mongold; Subtrust f/b/o Jessica 

Ann Mongold; Subtrust f/b/o Joshua Alexander 

Wingard; and Subtrust f/b/o Bianca Marie 

Wingard; Patricia A. Crites 2010 Grantor 

Retained Annuity Trust; and Patricia A. Crites 

2012 Grantor Retained Annuity Trust. In 

addition John and Patricia Crites and the 

following would controlin aggregate 17.01% of 

the voting shares of Summit Financial Group, 

Inc.: Valerie C. Mongold, Weyers Cave, 

Virginia,; Kelly C. Wingard, Petersburg, West 

Virginia, in her individual capacity and a Trustee 

for the following subtrusts: Subtrust f/b/o 

Jeremiah Thomas Wingard and Subtrust f/b/o 

Joseph Riley Wingard; and John W. Crites II, 

Petersburg, West Virginia.

SUMMIT FINANCIAL GROUP, 

INC.

* Subject to the provisions of the Community Reinvestment Act
District: 5

Federal Reserve Bank of Richmond

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

 976226 FAUQUIER BK, WARRENTON, VIRGINIA 02/06/2012 05/10/2012 S Large Bank

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 May 19, 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 May 19, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC 04/30/2012

05/02/2012

The Lumpkin Family Foundation, Pinon Tree 

Holding Company, LLC, SKL Investment Group, 

LLC, Benjamin I. Lumpkin GRIT (Trustees: 

Steven L. Grissom and David R. Hodgman) and 

Elizabeth L. Celio GRIT (Trustees: Steven L. 

Grissom and David R. Hodgman), all of 

Mattoon, Illinois, Richard A. Lumpkin 1970 

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

John W. Sparks and Zachary Whitten, all of 

Albuquerque, New Mexico, Benjamin I. 

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

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

Lantana, Florida, Christina S. Duncan and Ila 

Duncan, both of Wilton, Connecticut, Pamela R. 

Keon, Elizabeth Vitale and William Vitale, all of 

Mill Valley, California, Margaret DeWyngaert, 

Isabelle DeWyngaert and Susan K. 

DeWyngaert, all of Philadelphia, Pennsylvania, 

Joseph J. Keon III, of Greenbrae, California, 

Katherine S. Keon, of San Francisco, California, 

and Margaret K. Partridge-Hicks and Richard A. 

Lumpkin, both of Mattoon, Illinois, who are 

individual members of the Lumpkin family and 

entities controlled by and trusts created for the 

benefit of individuals who are members of the 

Lumpkin family, and as trustees for other 

Lumpkin family trusts, as a group acting in 

concert, intend to apply to the Federal Reserve 

Board for permission to acquire 25 percent or 

more of the shares and thereby control of First 

Mid-Illinois Bancshares, Inc. of Mattoon, 

Illinois. First Mid-Illinois Bancshares, Inc., 

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

1515 Charleston Avenue, Mattoon, Illinois 

61938.

FIRST MID-ILLINOIS 

BANCSHARES, INC.

Newspaper:

Federal Register:

CIC Not available

06/05/2012

Notice by Mildred Stanley, Searsboro, Iowa, as 

trustee of the Warren Stanley Trust to retain 

control of 15.42 percent of First State Bank 

Holding Company, Lynnville, Iowa, and thereby 

indirectly First State Bank, Lynnville, Iowa.

FIRST STATE BANK HOLDING 

COMPANY

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

GNB Bank, Grundy Center, Iowa, to merge with 

First State Bank, Manchester, Iowa. As a result 

of the merger, GNB Bank will establish a branch 

at 300 East Main, Manchester, Iowa.

GNB BANK

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

Federal Reserve Bank of Chicago

Filings received during the week ending May 19, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

04/23/2012

The Duncan, Hrvol, and Molzen Families 

consisting of E. Ray Duncan, individually and 

as beneficiary of the Hardware State Bank 401K 

Plan and as beneficiary of the Sullivan 

Bancshares, Inc. Employee Savings and 

Retirement Plan, together as a group acting in 

concert with Sally Foley Duncan and Sally 

Foley Duncan, as Trustee of the John K. Foley 

Revocable Living Trust and as beneficiary of 

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

Foley Revocable Living Trust, and Gloria Foley, 

all of Lovington, Illinois, and Paul Michael 

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

beneficiary of the Sullivan Bancshares, Inc. 

Employee Savings and Retirement Plan, 

Michelle Beth Hrvol and Michelle Beth Hrvol, 

as beneficiary of the Sullivan Bancshares, Inc. 

Employee Savings and Retirement Plan, all of 

Sullivan, Illinois, and Roger Reid Molzen and 

Roger Reid Molzen, as beneficiary of the 

Sullivan Bancshares, Inc. Employee Savings 

and Retirement Plan and Christina DeAnne 

Molzen, all of Sullivan, Illinois, collectively as a 

group acting in concert, to retain shares of 

Moultrie Bancorp, Inc., Lovington, Illinois and 

thereby indirectly control Hardware State Bank, 

Lovington, Illinois.

MOULTRIE BANCORP, INC.

Newspaper:

Federal Register:

* 3A1 06/07/2012

06/07/2012

Northwest Investment Corp., Davenport, Iowa, 

to become a bank holding company following 

the conversion of its subsidiary, Northwest 

Bank & Trust Company, Davenport, Iowa, from 

a federally chartered savings bank to a state 

chartered bank.

NORTHWEST INVESTMENT 

CORP.

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

Federal Reserve Bank of Chicago

Filings received during the week ending May 19, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC 05/16/2012

04/09/2012

Notice by Steven D. Spector of Glenview, 

Illinois, as an individual and as trustee of the 

Alan L. Spector GST Family Trust, the Walter 

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

Spector, and Nancy S. Spector Dynasty Trusts, 

and two Phillip J. Spector GST Trusts and as a 

group working in concert with Steven D. 

Spector, Walter W. Spector of Saratoga, 

California, Andrew M. Spector of Bexley, Ohio, 

Nancy S. Spector of Chicago, Illinois, the Phillip 

J. Spector GST Trust - FBO Michael Spector, 

Michael Spector, of Bettendorf, Iowa, and 

Steven Spector trustees, the Phillip J. Spector 

GST Trust - FBO Shelley Caesar, Shelley Caesar 

of Fox River Grove, Illinois, and Steven D. 

Spector trustees, and the Alan L. Spector GST 

Family Trust, the Walter W. Spector Dynasty 

Trust, the Steven D. Spector Dynasty Trust, the 

Andrew M. Spector Dynasty Trust, the Nancy 

S. Spector Dynasty Trust (Steven D. Spector 

trustee) to acquire and/or retain 25 percent or 

more of the shares of Spector Properties, Inc., 

Chicago, Illinois and thereby indirectly 

acquire/retain control of Andalusia Community 

Bank, Andalusia, Illinois.

SPECTOR PROPERTIES, INC

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

Federal Reserve Bank of Chicago

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

 190246 LINN CTY ST BK, COGGON, IOWA 11/28/2011 05/14/2012 S Small Bank

 2239288 NORTH SHORE CMNTY B&TC, WILMETTE, ILLINOIS 09/13/2010 05/07/2012 S Large Bank

 667832 STATE BK ARTHUR, ARTHUR, ILLINOIS 02/13/2012 05/14/2012 S Small Bank

 440446 WEST CHESTER SVG BK, WASHINGTON, IOWA 12/12/2011 05/14/2012 S Small Bank

 2044811 WHEATON B&TC, WHEATON, ILLINOIS 10/31/2011 05/03/2012 S Large Bank

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 May 19, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

4c8 Not applicable

06/01/2012

Farmers Bancshares, Inc., Hardinsburg, 

Kentucky, to engage in lending activities 

through the purchase of loans from its 

subsidiary bank, Farmers Bank, Hardinsburg, 

Kentucky.

FARMERS BANCSHARES, INC.

Newspaper:

Federal Register:

* 3A3 06/15/2012

06/15/2012

Mathias Bancshares, Inc., Springdale, 

Arkansas, to acquire 100 percent of Decatur 

State Bank, Decatur, Arkansas.

MATHIAS BANCSHARES, INC.

Newspaper:

Federal Register:

* 3A5 06/20/2012

06/18/2012

Mercantile Bancorp, Inc., Quincy, Illinois, to 

merge with its wholly owned subsidiary, The 

Royal Palm Bancorp, Inc., Naples, Florida, and 

thereby cause its subsidiary bank, The Royal 

Palm Bank of Florida, Naples, Florida, to become 

a direct subsidiary of Mercantile Bancorp, Inc.

MERCANTILE BANCORP, INC.

* 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

 790150 BANK OF IBERIA, IBERIA, MISSOURI 01/30/2012 04/30/2012 O Small Bank

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 May 19, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

Community Bank, Inc., Ronan, Montana, to 

merge with Community Bank-Missoula, Inc., 

Missoula, Montana, and incident thereto, 

establish three branches in Missoula.

COMMUNITY BANK, INC.

Newspaper:

Federal Register:

* 3A1 Not available

06/14/2012

Retroactive application by King Kalispell, LLC, 

to remain a bank holding company by 

continuing to control King Family GNB, L.P. and 

King Family VB, L.P. and thereby indirectly 

control each of Great Northern Bancshares, Inc. 

and Valley Bancshares, Inc., all of Kalispell, 

Montana. King Family GNB, L.P., to remain a 

bank holding company by continuing to control 

Great Northern Bancshares, Inc. King Family 

VB, L.P., to remain a bank holding company by 

continuing to control Valley Bancshares, Inc. 

Great Northern Bancshares, Inc., controls Three 

Rivers Bank of Montana, Kalispell, Montana, 

and Valley Bancshares, Inc., controls Valley 

Bank of Kalispell, Kalispell, Montana.

KING KALISPELL, 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

 763556 PLAZA PARK ST BK, WAITE PARK, MINNESOTA 01/03/2012 05/02/2012 S Small Bank

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Kansas City

Filings received during the week ending May 19, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

06/04/2012

Notice by Elizabeth A. Murphy, Omaha, 

Nebraska, individually, and the Elizabeth A. 

Murphy 2011 Irrevocable Trust, to acquire 

control of Ameriwest Corporation, parent of 

First Westroads Bank, Inc., both in Omaha, 

Nebraska.

AMERIWEST CORPORATION

Newspaper:

Federal Register:

* Branch

Not applicable

The F&M Bank & Trust Company, Tulsa, 05/26/2012

Oklahoma, to establish a branch at 5840 

Northwest Highway, Dallas, Texas.

F&M BANK & TRUST 

COMPANY, THE

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

First Nebraska Bank, Valley, Nebraska, to 

purchase certain assets and assume certain 

liabilities of Heartland Community Bank, Bennet, 

Nebraska, and incident thereto, to establish 

branches in Avoca, Bennet, Nebraska City, and 

Weeping Water, all in Nebraska.

FIRST NEBRASKA BANK

Newspaper:

Federal Register:

* 3A1 06/08/2012

06/08/2012

Prime Time Investments Group, LLC, Wray, 

Colorado, to become a bank holding company 

through the acquisition of 79.2 percent of the 

voting shares of Investment Opts, LLC, 

Bethune, Colorado, and the indirect and direct 

acquisition of approximately 48 percent of the 

voting shares of FarmBank Holding, Inc., 

Greeley, Colorado, parents of First FarmBank, 

Greeley, Colorado.

PRIME TIME INVESTMENTS 

GROUP, LLC

Newspaper:

Federal Register:

* 3A3 06/15/2012

06/14/2012

Valliance Financial Corp., Oklahoma City, 

Oklahoma, to acquire 100 percent of the voting 

shares of Valliance Texas Financial Holdings, 

Inc., parent of Valliance Bank, McKinney, 

Texas.

VALLIANCE FINANCIAL CORP.

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

Federal Reserve Bank of Kansas City

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

 146056 ALLNATIONS BK, CALUMET, OKLAHOMA 01/30/2012 04/27/2012 S Small Bank

 986757 BATTLE CREEK ST BK, BATTLE CREEK, NEBRASKA 02/06/2012 04/27/2012 S Small Bank

 3448425 COMMUNITY BK, PLEASANT HILL, MISSOURI 02/06/2012 04/27/2012 S Small Bank

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 May 19, 2012

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 208 Earl Garrett Street, Kerrville, Texas 

78028.

COMERICA BANK

Newspaper:

Federal Register:

CIC Not available

03/21/2012

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

and Mission-Heights, LLC, Houston, Texas, 

general partner; and Charles Robert Miller, Jr., 

Odem, Texas, individually, intend to apply to 

the Federal Reserve Board for permission to 

acquire 25 percent or more of the shares of 

Odem Bancshares, Inc., Odem, Texas, and 

thereby indirectly obtain control of First State 

Bank of Odem, Odem, Texas., in association 

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

to be treated as a Qualified Family Partnership 

(QFP).

ODEM BANCSHARES, INC.

Newspaper:

Federal Register:

CIC Not available

05/09/2012

Notice by Ray Mark Bain, Lubbock, Texas, 

individually, as co-trustee of the RMB 2012 

Family Trust, trustee of the Ray Mark Bain 2007 

Trust, and trustee of the Ray Mark Bain 

Children's Trusts; Michael Lewis Bain, Canyon, 

Texas, individually, as co-trustee of the RMB 

2012 Family Trust, trustee of the Michael L. Bain 

2007 Trust, and trustee of the Michael L. Bain 

Children's Trusts; Nancy Bain Seybert, 

Perryton, Texas, individually, as trustee of the 

Nancy Bain Seybert 2007 Trust, and trustee of 

the Nancy Bain Seybert Children's Trusts; Ray 

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

Dimmitt, Texas; collectively a group acting in 

concert, to control, retain and acquire 47.71 

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

and therefore, indirectly, First United Bank, 

Dimmitt, Texas.

PLAINS BANCORP, INC.

Newspaper:

Federal Register:

* 18C

* Branch Not applicable

Texas First Bank, Texas City, Texas, to acquire 05/26/2012

by merger Texas Coastal Bank, Pasadena, Texas, 

and to establish branches at 6731 Spencer 

Highway, Pasadena, Texas 77505 and 102 W. 

Pasadena Blvd., Deer Park, Texas 77536. 

 AND

Texas First Bank, Texas City, Texas to merge 

with Texas Coastal Bank, Pasadena, Texas and 

to establish branches at 6731 Spencer Highway, 

Pasadena, Texas 77505, and 102 W. Pasadena 

Blvd., Deer Park, Texas 77536.

TEXAS FIRST BANK

Newspaper:

Federal Register:

* 18C

* Branch Not applicable

Texas First Bank, Texas City, Texas to acquire 05/25/2012

by merger Houston Business Bank, Houston, 

Texas, and to establish a branch 1535 West 

Loop South, Suite 120, Houston, Texas 77027. 

AND Texas First Bank, Texas City, Texas to 

merge with Houston Business Bank, Houston, 

Texas, and to establish a branch 1535 West 

Loop South, Suite 120, Houston, Texas 77027.

TEXAS FIRST BANK

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

Federal Reserve Bank of Dallas

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

 238755 FIRST ST BK, MINERAL WELLS, TEXAS 01/30/2012 05/28/2012 S Small Bank

 819855 PEOPLES BK, LUBBOCK, TEXAS 03/08/2010 06/11/2012 S Small Bank

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 May 19, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3 Not available

05/11/2012

Carpenter Fund Manager GP, LLC, Carpenter 

Fund Management Company, LLC, Carpenter 

Community Bancfund, L.P., Carpenter 

Community BanFund -A, L.P., Carpenter 

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

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

California, to acquire additional voting shares, 

for a total of approximately 78 percent of the 

voting shares of Manhattan Bancorp, and 

thereby indirectly acquire additional voting 

shares of Bank of Manhattan, National 

Association, both of El Segundo, California.

CARPENTER FUND MANAGER 

GP, LLC

Newspaper:

Federal Register:

* 3A1 Not available

4c8 Not available

First Foundation Inc. to become a bank holding 

company upon the conversion of its 

wholly-owned subsidiary First Foundation Bank 

from a federal savings bank to a commercial 

bank and 2) to engage in financial and 

investment advisory activities through its 

wholly-owned subsidiary, First Foundation 

Advisors, all of Irvine, California.

FIRST FOUNDATION INC.

Newspaper:

Federal Register:

* 3A1 Not available

* 4c8 02/21/2012

First PacTrust Bancorp, Inc., Chula Vista, 

California, to become a bank holding company 

by acquiring 100 percent of Beach Business 

Bank, Manhattan Beach, California, pursuant to 

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

100 percent control of Pacific Trust Bank, 

fsb,Chula Vista, California, and thereby engage 

in operating a nonbank thrift subsidiary, 

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

Y.

FIRST PACTRUST BANCORP, 

INC.

Newspaper:

Federal Register:

Other Foreign Not applicable

06/06/2012

Silicon Valley Bank, Santa Clara, California, to 

establish an Edge corporation, SVC 

International Finance, Inc., Santa Clara, 

California, to invest in foreign organizations, 

pursuant to Regulation K.

SILICON VALLEY BANK

Newspaper:

Federal Register:

* MHC Not available

Conversion

* SLHC 

Formation

05/05/2012

Sound Financial Bancorp,Inc., Seattle, 

Washington; to become a savings and loan 

holding company upon the second-step 

conversion of Sound Community MHC, and 

Sound Financial, Inc., both in Seattle, 

Washington. Sound Financial Bancorp, Inc. will 

control Sound Community Bank, Seattle, 

Washington.

SOUND COMMUNITY MHC

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

Federal Reserve Bank of San Francisco

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act