Federal Reserve Release

H.2

Actions of the Board, Its Staff,

and the Federal Reserve Banks;

Applications and Reports Received

No. 43

Week Ending October 26, 2013

Board of Governors of the Federal Reserve System, Washington, DC 20551
Change in Bank Control

Donegal Group, Inc., Marietta, Pennsylvania -- change in bank control of Donegal

Group and its subsidiary, Union Community Bank, Lancaster.

- Permitted, October 21, 2013

Regulations and Policies

Qualified Mortgage Fair Lending Risks -- interagency statement to address industry

questions on fair lending compliance and the ability-to-repay and qualified mortgage

standards rule.

- Announced, October 22, 2013

Regulation WW (Liquidity Risk Measurement, Standards and Monitoring) --

publication for comment of interagency proposed rule to create a standardized

minimum liquidity requirement for large and internationally active banking

organizations and systemically important nonbank financial companies designated by

the Financial Stability Oversight Council.

- Approved, October 24, 2013

Enforcement

The Bank of New York Mellon, New York, New York -- cease and desist order dated

April 13, 2012, terminated October 16, 2013.

- Announced, October 22, 2013

H.2 Board Actions October 20, 2013 to October 26, 2013

(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

October 20, 2013 to October 26, 2013

MA Monetary Affairs

Bank Branches, Domestic

Citizens Bank of Oklahoma, Pawhuska, Oklahoma -- to establish a branch at

400 North Broadway Street, Cleveland.

Kansas City

- Approved, October 25, 2013

Woodlands Bank, Williamsport, Pennsylvania -- to establish a branch at 2 South

Main Street, Hughesville.

Philadelphia

- Approved, October 16, 2013

(A/C)

Bank Holding Companies

American Heritage Holding Company, Saint Cloud, Minnesota -- to become a bank

holding company by acquiring American Heritage National Bank, Long Prairie.

Minneapolis

- Approved, October 22, 2013

CenterState Banks, Inc., Davenport, Florida -- to merge with Gulfstream Bancshares,

Inc., Stuart, and thereby acquire Gulfstream Business Bank.

Atlanta

- Approved, October 21, 2013

Equitable Bancorp, MHC, Lynn, Massachusetts, and Equitable Bancorp, Inc. -- to

become a mutual bank holding company and a stock bank holding company,

respectively, by acquiring Equitable Cooperative Bank, Lynn.

Boston

- Approved, October 25, 2013

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

Farmers Bankshares, Inc., Windsor, Virginia -- to become a bank holding company

by acquiring Farmers Bank, Windsor.

Richmond

- Approved, October 24, 2013

Forstrom Bancorporation, Inc., Clara City, Minnesota -- to acquire First Bank of

Lincoln, Lincoln, Montana.

Minneapolis

- Approved, October 23, 2013

Northeast Texas Bancshares, Inc., Mount Pleasant, Texas -- to become a bank

holding company by acquiring The American National Bank of Mount Pleasant,

Mount Pleasant.

Dallas

- Approved, October 23, 2013

Southwest Security, Inc., Natchez, Mississippi -- waiver of application to indirectly

acquire Peoples Bank of the South, Bude, in connection with its merger with and into

Southwest Security's subsidiary, United Mississippi Bank, Natchez.

Atlanta

- Granted, October 25, 2013

Bank Mergers

IberiaBank, Lafayette, Louisiana -- to purchase certain assets and assume certain

deposit liabilities of Synovus Bank, Columbus, Georgia, and thereby establish four

branches in Tennessee.

Secretary

- Approved, October 21, 2013

H.2 Actions under delegated authority October 20, 2013 to October 26, 2013

(A/C) = Addition or Correction Delegated - 2 of 5
Banks, Nonmember, and Miscellaneous Institutions

JMAC, Inc., Columbus, Ohio -- modification of a commitment.

Director, BS&R

- Granted, October 21, 2013

Change in Bank Control

Farmers Financial Corporation, Bolivar, Missouri -- to retain control of Farmers

Financial Corporation and its subsidiary, Farmers State Bank, S/B, Schell City.

Kansas City

- Permitted, October 25, 2013

First Community Financial Corporation, Mifflintown, Pennsylvania -- change in

bank control of First Community Financial Corporation and its subsidiary, The First

National Bank of Mifflintown, Mifflintown.

Philadelphia

- Permitted, October 22, 2013

New Peoples Bankshares, Inc., Honaker, Virginia -- to retain control of New Peoples

Bankshares and its subsidiary, New Peoples Bank, Inc., Honaker.

Richmond

- Permitted, October 21, 2013

OptimumBank Holdings, Inc., Fort Lauderdale, Florida -- change in bank control of

OptimumBank Holdings and its subsidiary, OptimumBank, Plantation.

Atlanta

- Withdrawn, October 23, 2013

H.2 Actions under delegated authority October 20, 2013 to October 26, 2013

(A/C) = Addition or Correction Delegated - 3 of 5
Change in Bank Control

Vision Bancshares, Inc., Ada, Oklahoma -- to retain control of Vision Bancshares

and its subsidiary, Vision Bank, National Association, Ada.

Kansas City

- Permitted, October 22, 2013

Extensions of Time

The Adirondack Trust Company Employee Stock Ownership Trust, Saratoga

Springs, New York -- extension to February 14, 2014, to acquire additional shares of

473 Broadway Holding Corporation, Saratoga Springs, and of The Adirondack Trust

Company.

New York

- Granted, October 23, 2013

BBVA Compass Bancshares, Inc., Houston, Texas -- extension of time to meet

certain regulatory reporting requirements.

Secretary

- Granted, October 24, 2013

GMAC Common Equity Trust I, Detroit, Michigan -- trustee's request to extend the

deadline for divesting the shares of Ally Financial, Inc., Detroit, held in the trust for

the benefit of General Motors Company.

Director, BS&R

- Granted, October 24, 2013

J.P. Morgan Chase & Company, New York, New York -- extension of time to meet

certain regulatory reporting requirements.

Secretary

- Granted, October 24, 2013

H.2 Actions under delegated authority October 20, 2013 to October 26, 2013

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

Mercantile Bank Corporation, Grand Rapids, Michigan -- commenter's request to

extend the comment period on the application to acquire Firstbank Corporation,

Alma, and thereby acquire Firstbank, Mount Pleasant, and Keystone Community

Bank, Kalamazoo.

Secretary

- Denied, October 24, 2013

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

Illinois -- extension to January 24, 2014, to increase its ownership of Minier

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

State Bank.

Chicago

- Granted, October 23, 2013

Northern Trust Corporation, Chicago, Illinois -- extension of time to meet certain

regulatory reporting requirements.

Secretary

- Granted, October 24, 2013

UnionBanCal Corporation, San Francisco, California -- extension of time to meet

certain regulatory reporting requirements.

Secretary

- Granted, October 22, 2013

Savings and Loan Holding Companies

Anchor Bancorp Wisconsin, Inc., Madison, Wisconsin -- request for an exemption

under the Depository Institution Management Interlocks Act and Regulation LL.

General Counsel

- Granted, October 21, 2013

H.2 Actions under delegated authority October 20, 2013 to October 26, 2013

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

Federal Reserve Bank of Boston

Filings received during the week ending October 26, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 10/14/2013

10/15/2013

Coastway Bancorp, Inc., Cranston, Rhode 

Island to acquire 100% of the outstanding 

capital stock of Coastway Community Bank, 

Cranston, Rhode Island, pursuant to section 

3(a)(1) of the BHC Act, in connection with the 

conversion of Coastway Bancorp, MHC from 

mutual to stock form.

COASTWAY BANCORP MHC

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

Federal Reserve Bank of Boston

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of New York

Filings received during the week ending October 26, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

Investment Not applicable

Not applicable

Citibank, N.A., Sioux Falls, South Dakota and 

Citibank Overseas Investment Corporation, New 

Castle, Delaware, pursuant to Section 211.9(f) of 

Regulation K, to make an additional investment 

in Diners Club of Greece Finance Company S.A., 

Athens, Greece.

CITIBANK, N.A.

Newspaper:

Federal Register:

Other Foreign Not applicable

Not applicable

CLS Bank International, New York, New York, 

an Edge Corporation, requests approval to 

amend its Articles of Association to increase its 

Capital Stock.

CLS BANK INTERNATIONAL

Newspaper:

Federal Register:

Investment Not applicable

Not applicable

JPMorgan Chase & Co., New York, New York, 

provides prior notice to the Board, pursuant to 

Section 211.9(f) of Regulation K, of its intention 

to make an investment.

JPMORGAN CHASE & CO.

Newspaper:

Federal Register:

Member Not applicable

Not applicable

Metropolitan National Bank, New York, New 

York proposes to become a member of the 

Federal Reserve System after it converts from a 

national to state bank charter.

METROPOLITAN NATIONAL 

BANK

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

Federal Reserve Bank of New York

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Philadelphia

Filings received during the week ending October 26, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

4c8 Not applicable

Not available

GNB Financial Services Inc., Gratz, PA, to merge 

with Liberty Centre Bancorp, Inc., Pottsville, 

PA, and thereby indirectly acquire Liberty 

Saving Bank, FSB, Pottsville, PA.

GNB FINANCIAL SERVICES, INC.

Newspaper:

Federal Register:

CIC Not available

11/12/2013

Robert T. Strong and Kathleen M. Strong, 

Southampton, PA, Brad C. Strong Cheltenham, 

PA, Julie M. Strong, Richboro, PA, Aimee K. 

Ott, Newtown, PA and Lawrence M. Ott, 

Langhorne, PA, to retain jointly 11.7% 

ownership of Quaint Oak Bancorp, Inc., 

Southampton, PA, and to potentially acquire up 

to 24.9%.

QUAINT OAK BANCORP INC

Newspaper:

Federal Register:

CIC Not available

11/12/2013

Amended and Restate Quaint Oak Bancorp, Inc. 

Employee Stock Ownership Plan, Southampton, 

PA, John J. Augustine, individually and trustee, 

and Dolores T. Augustine, both of Lansdale, 

PA, and Diane J. Colyer, individually and 

trustee, and Herbert C. Colyer, Jr., both of 

Feasterville, PA, to retain 16.0 percent 

ownership of the common stock of Quaint Oak 

Bancorp, Inc., Southampton, PA and potentially 

acquire up to 24.9 percent.

QUAINT OAK BANCORP INC

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

Federal Reserve Bank of Philadelphia

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Cleveland

Filings received during the week ending October 26, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

Fifth Third Bank, Cincinnati, OH to establish a 11/08/2013

branch at 42370 Ann Arbor Road, Plymouth, 

MI.

FIFTH THIRD BANK

Newspaper:

Federal Register:

* Branch

Not applicable

Request by the State Bank and Trust Company, 11/15/2013

Defiance, OH to establish a new branch at 75 S. 

High Street, Dublin, OH and increase its 

investment in bank premise.

STATE BANK AND TRUST 

COMPANY, THE

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

Federal Reserve Bank of Cleveland

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Richmond

Filings received during the week ending October 26, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A5 Not available

Not available

Cardinal Financial Corporation, McLean, 

Virginia, proposes to acquire 100% of the voting 

securities of United Financial Banking 

Companies, Inc., Vienna, Virginia, and thereby 

indierctly acquire The Business Bank, Vienna 

Virginia.

CARDINAL FINANCIAL 

CORPORATION

Newspaper:

Federal Register:

* Branch

Not applicable

The Freedom Bank of Virginia, Vienna, Virginia, 11/05/2013

to establish a branch at 11700 Plaza America 

Drive, Reston, Virginia.

FREEDOM BANK OF VIRGINIA, 

THE

Newspaper:

Federal Register:

CIC 11/13/2013

11/08/2013

Family's Future IV Limited Partnership, a 

qualified limited partnership with the general 

partner being Richard G. Perservati, Captiva, 

Florida, and the limited partner being the 

Richard G. and Karen N. Preservati 

Grandchildren's Trust, the co-trustees of which 

are Richard G. Preservati, II, Princeton, West 

Virginia; Gina Preservati Boggess, Princeton, 

West Virginia; Nicholas S. Preservati, 

Charleston, West Virginia; and Arnold D. 

Lively, Venice, Florida, to acquire 11.32% of the 

outstanding shares of New Peoples Bankshares, 

Inc., Honaker, Virginia, and thereby indirectly 

acquire an interest in New Peoples Bank, Inc., 

Honaker, Virginia. Richard G. Preservati, II, 

Princeton, West Virginia, proposes to 

individually acquire up to .13% of New Peoples 

Bankshares, Inc. The aggregate ownership for 

the group acting in concert would be 13.71%.

NEW PEOPLES BANKSHARES, 

INC.

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

Federal Reserve Bank of Richmond

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act
District: 6

Federal Reserve Bank of Atlanta

Filings received during the week ending October 26, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 Not available

08/08/2013

Banco De Credito E Inversiones, Empresas Juan 

Yarur S.A.C., Inversiones Petro S.A., 

Inversiones Baquio LTDA., Inversiones Nueve 

LTDA., and Administraciones Baquio LTDA., 

all of Santiago, Chile, to become bank holding 

companies by acquiring 100 percent of CM 

Florida Holdings, Inc., Coral Gables, Florida, and 

its subsidiary, City National Bank of Florida, 

Miami, Florida.

BANCO DE CREDITO E 

INVERSIONES S.A.

Newspaper:

Federal Register:

* Branch Not available

Not applicable

First Vision Bank of Tennessee, Tullahoma, 

Tennessee, to establish a branch located at 303 

West Main Street, Murfreesboro, Tennessee.

FIRST VISION BANK OF 

TENNESSEE

Newspaper:

Federal Register:

CIC Not available

11/07/2013

After the fact change in control notice filed by 

Jane Bryant Banks, Mary Banks Garnand, James 

Banks Garnand, Daniel Michael Garnand, all of 

Eutaw, Alabama, to collectively retain 16.6 

percent of the outstanding voting shares of 

common stock of Merchants and Farmers 

Bancshares, Inc., and its subsidiary, Merchants 

& Farmers Bank of Greene County, both of 

Eutaw, Alabama.

MERCHANTS AND FARMERS 

BANCSHARES, INC.

Newspaper:

Federal Register:

FBSEA Not available

Not applicable

NCG Banco, S.A., A Coruna, Spain, to establish 

an international representative-administrative 

office located in Miami, Florida.

NCG BANCO, S.A.

Newspaper:

Federal Register:

* Branch

Not applicable

Southern Bank of Tennessee, Mt. Juliet, to 11/07/2013

establish a branch located at 1213 West Main 

Street, Lebanon, Tennessee, to be known as the 

Lebanon Office.

SOUTHERN BANK OF 

TENNESSEE

Newspaper:

Federal Register:

* 3A1 Not available

Not available

Southern Community Bancshares, Inc. 

Employee Stock Ownership Plan, to increase its 

ownership of Southern Community Bancshares, 

Inc. from 24.27 percent to 51 percent, and 

thereby increase its indirect ownership of First 

Community Bank of Cullman, all of Cullman, 

Alabama.

Southern Community Bancshares, 

Inc. Employee Stock Ownership 

Plan

* 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 October 26, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

Central Bank, Storm Lake, Iowa, to purchase the 

assets and assume the liabilities of seven 

branch offices of Liberty Bank, FSB, West Des 

Moines, Iowa. In conjunction, Central Bank will 

establish 7 branch offices.

CENTRAL BANK

Newspaper:

Federal Register:

CIC Not available

11/12/2013

Filing by D. Robert Downing, Indianola, Iowa, 

to gain control of Central South Bancorporation, 

Inc., Indianola, Iowa, and thereby Peoples 

Savings Bank, Indianola, Iowa.

CENTRAL SOUTH 

BANCORPORATION, INC.

Newspaper:

Federal Register:

* SLHC Not available

Formation 09/17/2013

Edgewater Bancorp, Inc., St. Joseph, Michigan, 

to become a savings and loan holding company 

through the acquisition of all of the outstanding 

voting stock of Edgewater Bank, St. Joseph, 

Michigan. The savings and loan holding 

company will be formed in connection with the 

proposed mutual-to-stock conversion of 

Edgewater Bank, a federally chartered mutual 

savings bank.

Edgewater Bancorp, Inc.

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

Hinsdale Bank & Trust Company, Hinsdale, 

Illinois, to purchase the assets and assume the 

liabilities of a branch, and will continue to 

operate a branch, located at 501 West Lake 

Street, Elmhurst, Illinois; from North Shore 

Community Bank & Trust Company, Wilmette, 

Illinois.

HINSDALE BANK & TRUST 

COMPANY

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

Iowa State Bank, Hull, Iowa, to merge with Iowa 

State Bank, Remsen, Iowa. As a result of this 

merger, Iowa State Bank, Hull, Iowa, will 

establish a branch office at 17 West 2nd Street, 

Remsen, Iowa.

IOWA STATE BANK

Newspaper:

Federal Register:

CIC Not available

11/12/2013

The McKee Family Trust with David H. McKee 

as special voting trustee, and David H. McKee, 

individually and as special voting trustee of the 

McKee Family Trust, to acquire 25 percent or 

more of the voting shares of Midstate Financial 

Corporation, and thereby indirectly acquire 

control of Hendricks County Bank and Trust 

Company, both of Brownsburg, Indiana; and 

the McKee Family Trust with David H. McKee 

as special voting trustee to join the existing 

McKee Norris Family Control Group through 

the acquisition of shares of Midstate Financial 

Corporation and the indirect acquisition of 

shares of Hendricks County Bank and Trust 

Company.

MIDSTATE FINANCIAL 

CORPORATION

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

Federal Reserve Bank of Chicago

Filings received during the week ending October 26, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC

Not available

Notice of Change in Bank Control by E. David 11/06/2013

Locke, as Trustee of the E. David Locke 

Beneficiary Grantor Trust, Middleton, 

Wisconsin, individually, and as part of a group 

acting in concert with E. David Locke, E. David 

Locke, as Trustee of Ahren F. Locke 2004 

Grantor Trust, E. David Locke, as Trustee of 

Brendan S. Locke 2004 Grantor Trust and E. 

David Locke, as Trustee of Meredith C. Locke 

2004 Grantor Trust, all of Middleton, Wisconsin, 

to acquire a controlling interest in Northern 

Bankshares, Inc., McFarland, Wisconsin and its 

subsidiary, McFarland State Bank, McFarland, 

Wisconsin.

NORTHERN BANKSHARES, INC.

Newspaper:

Federal Register:

* 3A3 Not available

11/18/2013

Notice by Talmer Bancorp, Inc., Troy, Michigan, 

to acquire Michigan Commerce Bank, Ann 

Arbor, Michigan.

TALMER BANCORP INC.

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

Federal Reserve Bank of Chicago

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act
District: 8

Federal Reserve Bank of St. Louis

Filings received during the week ending October 26, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

Financial Federal Bank, Memphis, Tennessee, to 11/05/2013

establish a branch facility to be located at 1715 

Aaron Brenner Drive, Memphis, Tennessee.

FINANCIAL FEDERAL BANK

* Subject to the provisions of the Community Reinvestment Act
District: 8

Federal Reserve Bank of St. Louis

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Minneapolis

Filings received during the week ending October 26, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3 Not available

Not available

Abdo Investments, Inc., Edina, Minnesota, to 

retain additional voting shares and acquire 

additional warrants on voting shares, thereby 

increasing its ownership interest to 28.00%, of 

Rivers Ridge Holding Company, Edina, 

Minnesota, which owns BankVista, Sartell, 

Minnesota.

ABDO INVESTMENTS, INC.

Newspaper:

Federal Register:

CIC Not available

Not available

Change in Control Notice by Jay Abdo, 

Bloomington, Minnesota; Melody Borth, 

Mankato, Minnesota; Jill Hansen, Edina, 

Minnesota; Lynne Abdo, Norwalk, 

Connecticut; James Abdo, Edina, Minnesota; 

John Abdo, Saint Paul, Minnesota; and Paul 

Abdo, Edina, Minnesota, to retain 10% or more 

of the voting shares of Abdo Investments, Inc., 

Edina, Minnesota, and thereby indirectly retain 

control of Rivers Ridge Holding Company, 

Edina, Minnesota, which owns BankVista, 

Sartell, Minnesota.

ABDO INVESTMENTS, INC.

Newspaper:

Federal Register:

* 3A3 10/28/2013

11/14/2013

Elkton Holding Company, Elkton, South Dakota, 

to aquire 100 percent of The First National Bank 

of Volga, Volga, South Dakota.

ELKTON HOLDING COMPANY

Newspaper:

Federal Register:

CIC Not available

10/31/2013

Retroactive change in control notice by Karen 

Neidhardt, Tampa, Florida, individually and as 

trustee, to retain 25% or more of the shares and 

thereby control of Jorgenson Holding 

Company, Inc., Kenmare, ND. Jorgenson 

Holding Company controls State Bank and 

Trust of Kenmare, Kenmare, ND, and The 

Citizens State Bank at Mohall, Mohall, ND. In 

addition, Ann Lenore Musser Irrevocable Trust, 

Kenmare, ND, Karen Neidhardt and Jane Farris, 

co-trustees and Jane Ellen Neidhardt 

Irrevocable Trust, Kenmare, ND, Karen 

Neidhardt and Ann Musser, co-trustees are 

filing notice to retain shares of Jorgenson 

Holding Company and thereby join the 

Jorgenson family group that controls 25% or 

more of Jorgenson Holding Company.

JORGENSON HOLDING 

COMPANY

Newspaper:

Federal Register:

CIC 11/06/2013

10/31/2013

Retroactive change in control notice by Karen 

Neidhardt, Tampa, Florida to retain 25% or more 

of the shares of Jorgenson Williston Holding 

Company, Inc., Kenmare, North Dakota, and 

thereby indirectly retain control of First National 

Bank and Trust Company of Williston, 

Williston, North Dakota.

JORGENSON WILLISTON 

HOLDING COMPANY

Newspaper:

Federal Register:

* 3A3 Not available

11/15/2013

Lake Shore III Corporation, Glenwood City, 

Wisconsin, to acquire 100 percent of Union 

Bank of Blair, Blair, Wisconsin.

LAKE SHORE III CORPORATION

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

Federal Reserve Bank of Minneapolis

Filings received during the week ending October 26, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

Peoples Bank of Wisconsin, Hayward, 

Wisconsin, to merge with Summit Community 

Bank, Maplewood, Minnesota, and incident 

thereto, establish a branch.

PEOPLES BANK OF WISCONSIN

Newspaper:

Federal Register:

CIC 11/05/2013

10/17/2013

Change in Control Notice by Roderick J. 

Heneman Warroad, Minnesota, to retain 25% or 

more of the shares of Warroad Bancshares, Inc., 

Warroad, Minnesota and thereby indirectly 

retain control of Security State Bank of 

Warroad, Warroad, Minnesota.

WARROAD BANCSHARES, 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 October 26, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 Not available

11/22/2013

Adams Dairy Bancshares, Inc. to become a bank 

holding company through the acquisition of 100 

percent of the voting shares of Adams Dairy 

Bank, both in Blue Springs, Missouri.

ADAMS DAIRY BANCSHARES, 

INC.

Newspaper:

Federal Register:

CIC 11/06/2013

11/12/2013

Notice by the Richard W. Agee Marital Trust, 

the Eloise R. Agee Irrevocable Trust; and Rex 

A. Marquart, as trustee of both trusts, all of 

Lincoln, Nebraska, to acquire control of First of 

Minden Financial Corporation, parent of First 

Bank and Trust Company, both in Minden, 

Nebraska.

FIRST OF MINDEN FINANCIAL 

CORPORATION

Newspaper:

Federal Register:

CIC Not available

10/15/2013

Notification by D Frank Plater, Jr., Oklahoma 

City, Oklahoma, to acquire control of FSB 

Investments, LLC, parent of The First State 

Bank, all of Oklahoma City, Oklahoma.

FSB INVESTMENTS, LLC

Newspaper:

Federal Register:

* 3A3 Not available

10/17/2013

Geneva State Company, Geneva, Nebraska, to 

acquire 100 percent of the voting shares of and 

to merge with Riverdale Bancshares, Inc., parent 

of State Bank of Riverdale, both in Riverdale, 

Nebraska.

GENEVA STATE 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 October 26, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 Not available

4c8 08/13/2013

Ford Financial Fund II, L.P., Ford Management 

II, L.P., Ford Ultimate Management II, LLC, 2009 

TCRT, GJF Financial Management II, LLC, Ford 

Fund Investment LP, and LR Acquisition 

Company LLC, all of Dallas, Texas, each to 

become a bank holding company by directly or 

indirectly acquiring control of Metropolitan 

National Bank, Little Rock, Arkansas. 

Additionally, 2009 TCRT; GJF Financial 

Management II, LLC; Ford Ultimate 

Management II, LLC; and Ford Management II, 

L.P., all of Dallas, Texas, propose to engage de 

novo in financial and investment advisory 

activities pursuant to Section 225.28(b)(6) of 

Regulation Y.

2009 TCRT

Newspaper:

Federal Register:

* SLHC Not available

Formation 11/15/2013

Grant Scott as Trustee of the Voting Trust 

Agreement dated as of December 6, 2012, 

Raleigh, North Carolina, to register as a savings 

and loan holding company through the 

acquisition of a controlling interest in NexBank 

Capital, Inc., and therefore indirectly, NexBank, 

State Savings Bank, both of Dallas, Texas.

GRANT SCOTT AS TRUSTEE OF 

THE VOTING TRUST 

AGREEMENT DATED AS OF 

DECEMER 6.2012

Newspaper:

Federal Register:

CIC Not available

Not available

Retroactive notice by Home Federal Bank 

Employee Stock Ownership Plan and Trust, 

Shreveport, Louisiana; James R. Barlow, 

Shreveport, Louisiana, individually and as 

co-Trustee of Home Federal Bank Employee 

Stock Ownership Plan and Trust; and Clyde D. 

Patterson, Shreveport, Louisiana, individually 

and as co-Trustee of Home Federal Bank 

Employee Stock Ownership Plan and Trust, to 

acquire 10 percent or more of the shares and 

thereby control of Home Federal Bancorp, Inc., 

and its subsidiary Home Federal Bank, both of 

Shreveport, Louisiana.

HOME FEDERAL BANCORP, 

INC. OF LOUISIANA

Newspaper:

Federal Register:

Member Not applicable

Not applicable

Liberty Bank, Hurst, Texas, to become a member 

of the Federal Reserve System.

LIBERTY BANK

Newspaper:

Federal Register:

* 3A1

Not available

Park Cities Financial Group, Inc., Dallas, Texas, 11/17/2013

to become a bank holding company through the 

acquisition of 100 percent of Park Cities Bank, 

Dallas, Texas.

PARK CITIES FINANCIAL 

GROUP, INC.

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

Texas First Bank, Texas City, Texas, to acquire 

by merger Hull State Bank, Hull, Texas, and to 

establish branches at 100 Walnut Lane, Hull, 

Texas 77564; and 2103 North Main Street, 

Liberty, Texas 77575.

TEXAS FIRST BANK

Newspaper:

Federal Register:

* 3A3 Not available

11/14/2013

WCM Holdings, Inc., Dallas, Texas, and 

WCM-Parkway, Ltd., Dallas, Texas to acquire 

up to 15 percent of Veritex Holdings, Inc., 

Dallas, Texas, and indirectly Veritex Community 

Bank, Dallas, Texas.

WCM HOLDINGS, INC.

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

Federal Reserve Bank of Dallas

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of San Francisco

Filings received during the week ending October 26, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 18C Not available

Not applicable

East West Bank, Pasadena, California, to merge 

with MetroBank, National Association, 

Houston Texas, with East West Bank as the 

surviving entity.

EAST WEST BANK

Newspaper:

Federal Register:

* 18C Not available

Not applicable

East West Bank, Pasadena, California, to merge 

with Metro United Bank, San Diego, California, 

with East West Bank as the surviving entity.

EAST WEST BANK

Newspaper:

Federal Register:

CIC Not available

10/24/2013

Change in Bank Control Notice by Alex 

Meruelo, Newport Coast, California, to acquire 

up to 89 percent of NCAL Bancorp, and thereby 

indirectly acquire National Bank of California, 

both of Los Angeles, California.

NCAL BANCORP

Newspaper:

Federal Register:

* 3A5 Not available

10/18/2013

Umpqua Holdings Corporation, Portland, 

Oregon, to merge with Sterling Financial 

Corporation, and thereby indirectly acquire its 

subsidiary bank, Sterling Savings Bank, both of 

Spokane, Washington, with Umpqua Holdings 

Corporation as the surviving entity.

UMPQUA HOLDINGS 

CORPORATION

* 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