Federal Reserve Release

H.2

Actions of the Board, Its Staff,

and the Federal Reserve Banks; 

Applications and Reports Received

No. 42 

Week Ending October 20, 2012

Board of Governors of the Federal Reserve System, Washington, DC 20551
Advisory Councils

Community Depository Institutions Advisory Council -- announcement of members 

and designation of Charles H. Majors as president and Drake Mills as vice president 

for 2013.

- Announced, October 18, 2012

Bank Holding Companies

River Valley Bancorp, Madison, Indiana -- to acquire Dupont State Bank, Dupont, 

and to become a bank holding company (FRB Order No. 2012-10).

- Approved, October 17, 2012

Board Operations and Personnel

Official Staff Restructuring -- (1) establishment of the Office of the Chief Operating 

Officer and of the Division of Financial Management; (2) appointment of Don 

Hammond as chief operating officer; and (3) appointment of Michell Clark as 

director of the Management Division, Dave Harmon as acting deputy director of the 

Management Division, and Bill Mitchell as director of the Division of Financial 

Management.

- Approved, October 15, 2012

H.2 Board Actions October 14, 2012 to October 20, 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

October 14, 2012 to October 20, 2012

MA Monetary Affairs

Bank Branches, Domestic

First Community Bank, Bluefield, Virginia -- to establish a branch at 7290-17 Beach 

Drive SW, Ocean Isle Beach, North Carolina.

Richmond

- Approved, October 18, 2012

Frost Bank, San Antonio, Texas -- to establish branches at 1111 West Beltline Road, 

Carrollton, and 6300 La Vista Road, Dallas.

Dallas

- Approved, October 19, 2012

Bank Holding Companies

American Bancorp, Inc., Macon, Georgia -- commitment relief request.

Atlanta

- Granted, October 18, 2012

The Morrill and Janes Bank and Trust Company, Merriam, Kansas -- waiver of 

application to acquire JTB Bancshares, Inc., Lenexa, in connection with the merger 

of JTB's indirect subsidiary bank, United Bank of Kansas, with and into The Morrill 

and Janes Bank and Trust Company.

Kansas City

- Granted, October 19, 2012

(A/C) = Addition or Correction Delegated - 1 of 3
Bank Mergers

Centennial Bank, Conway, Arkansas -- to purchase the assets and assume the deposit 

liabilities of GulfSouth Private Bank, Destin, Florida, and to retain the acquired 

facilities as branches.

St. Louis

- Withdrawn, October 19, 2012

Chemical Bank, Midland, Michigan -- to purchase the assets and assume the 

liabilities of branches of Independent Bank, Ionia, and thereby establish 21 branches.

Chicago

- Approved, October 15, 2012

First Missouri Bank, Brookfield, Missouri -- to merge with Citizens Bank of 

Blythedale, Blythedale, and thereby establish branches.

Kansas City

- Approved, October 15, 2012

SmartBank, Pigeon Forge, Tennessee -- to purchase certain assets and assume certain 

liabilities of GulfSouth Private Bank, Destin, Florida, and to operate branches in 

Destin, Pensacola, Fort Walton Beach, and Santa Rosa Beach. 

Secretary

- Approved, October 19, 2012

Change in Bank Control

New Richmond Bancorporation, New Richmond, Ohio -- change in bank control of 

New Richmond Bancorporation and its subsidiary bank, RiverHills Bank, Milford.

Cleveland

- Permitted, October 18, 2012

H.2 Actions under delegated authority October 14, 2012 to October 20, 2012

(A/C) = Addition or Correction Delegated - 2 of 3
Change in Bank Control

Valley Bancorp, Inc., Syracuse, Kansas -- to retain control of Valley Bancorp and its 

subsidiary bank, Valley State Bank, Syracuse.

Kansas City

- Permitted, October 19, 2012

International Operations

FIA Card Services, National Association, Wilmington, Delaware -- to acquire control 

of BankAmerica International Investment Corporation, an Edge Act corporation, 

Chicago, Illinois.

Director, BS&R

- Approved, October 16, 2012

Savings and Loan Holding Companies

Anchor Bancorp Wisconsin, Inc., Madison, Wisconsin, and AnchorBank, fsb -- 

temporary exemption under the Depository Institution Management Interlocks Act 

and Regulation LL.

General Counsel

- Granted, October 19, 2012

H.2 Actions under delegated authority October 14, 2012 to October 20, 2012

(A/C) = Addition or Correction Delegated - 3 of 3
District: 1

Federal Reserve Bank of Boston

Filings received during the week ending October 20, 2012

Filer Filing Type Filing Proposal End of Comment Period

NONE

* 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 20, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

Investment Not applicable

Not applicable

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

pursuant to Section 211.9(f) of Regulation K, to 

make an investment in JSC Citibank Kazakhstan, 

Almaty, Kazakhstan.

CITIBANK, N.A.

Newspaper:

Federal Register:

* 4c8

* 18C

10/31/2012

10/27/2012

M&T Bank Corporation, Buffalo, New York, and 

Wilmington Trust Corporation, Wilmington, 

Delaware, to acquire Hudson City Bancorp, Inc. 

and thereby indirectly acquire Hudson City 

Savings Bank, FSB, both of Paramus, New 

Jersey, and thereby operate a savings 

association. Manufacturers and Traders Trust 

Company, Buffalo, New York, to merge with 

Hudson City Savings Bank, FSB.

M&T BANK CORPORATION

Newspaper:

Federal Register:

* Branch Not available

Not applicable

Manufacturers and Traders Trust Company, 

Buffalo, New York, to establish a full-service 

branch located at One Research Court, 

Rockville, Montgomery County, Maryland.

MANUFACTURERS AND 

TRADERS TRUST COMPANY

Newspaper:

Federal Register:

4c8 Not applicable

11/08/2012

Orange County Bancorp, Inc., Middletown, New 

York, to acquire 100 percent of the voting 

shares of HV Capital Management, Inc. and 

indirectly acquire voting shares of Hudson 

Valley Investment Advisors, LLC, both of 

Goshen, New York, and thereby engage in 

investment advisory activities, pursuant to 

Section 225.28(b)(6)(i) of Regulation Y.

ORANGE COUNTY BANCORP, 

INC.

* 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 20, 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 October 20, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A5 11/13/2012

11/15/2012

Application by FirstMerit Corporation, Akron, 

Ohio, to acquire Citizens Republic Bancorp, 

Flint, Michigan

FIRSTMERIT CORPORATION

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

Federal Reserve Bank of Cleveland

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Richmond

Filings received during the week ending October 20, 2012

Filer Filing Type Filing Proposal End of Comment Period

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 Not available

Not available

James D. Moore, Jr. and Judith S. Moore, both 

of Abingdon, Virginia, Heather M. Post of 

Asheville, North Carolina, and James D. Moore, 

III of Sterling, Virginia, as a group acting in 

concert to retain 10.93% of the outstanding 

voting shares of Highlands Bankshares, Inc., 

Abingdon, Virginia

HIGHLANDS BANKSHARES, 

INC.

Newspaper:

Federal Register:

CIC Not available

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

* 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 20, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

Not available

Prior change in control notice filed by Anderson 

Volunteer Holdings, LP, Chattanooga, 

Tennessee, and its general partners, Robert R. 

Anderson and Doralynn Elizabeth Garrison 

Anderson, both of Longboat Key, Florida, to 

acquire up to 20 percent of the outstanding 

voting shares of common stock of First 

Volunteer Corporation, and its subsidiary, First 

Volunteer Bank, both of Chattanooga, 

Tennessee.

FIRST VOLUNTEER 

CORPORATION

Newspaper:

Federal Register:

Other Foreign Not applicable

Not applicable

Itau BBA International Limited, London, 

England, to acquire control of Banco Itau 

Europa International, Miami, Florida, pursuant 

to section 211.5(d)(1) of Regulation K.

ITAU BBA INTERNATIONAL 

LIMITED

Newspaper:

Federal Register:

* 3A5 Not available

11/16/2012

MidSouth Bancorp, Inc., Lafayette, Louisiana, 

to merge with PSB Financial Corporation, and 

thereby acquire its subsidiary, Peoples State 

Bank, both of Many, Louisiana.

MIDSOUTH BANCORP, INC.

Newspaper:

Federal Register:

CIC Not available

Not available

Prior change in control notice filed by Moishe 

Gubin, Hillside, Illinois, to acquire approximately 

3.88 percent of the outstanding shares of voting 

securities of OptimumBank Holdings, Inc., Ft. 

Lauderdale, Florida, and its subsidiary, 

OptimumBank, Plantation, Florida. Total pro 

forma ownership will equal 10.3 percent.

OPTIMUMBANK HOLDINGS, 

INC.

Newspaper:

Federal Register:

4c8 Not applicable

Not available

Regions Financial Corporation, Birmingham, 

Alabama, to establish Regions Securities LLC, 

Atlanta, Georgia, and thereby engage in certain 

insitutional broker-dealer activities, pursuant to 

sections 4(k) and 4(j) of the Bank Holding 

Company Act.

REGIONS FINANCIAL 

CORPORATION

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

(Processed Under Emergency Procedures) 

SmartBank, Pigeon Forge, Tennessee, to 

purchase certain assets and deposits of 

Gulfsouth Private Bank, Destin, Florida.

SMARTBANK

* 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 20, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

10/19/2012

Notice by the Job Family (Julia C. Job, Stuart L. 

Job, and Susan Job Hollingshead, all of 

Knoxville, Iowa), as a group acting in concert 

and individually by Stuart L. Job and Susan Job 

Hollingshead, for approval to gain control of 

Duclarkee, Inc., Knoxville, Iowa, and thereby 

indirectly Iowa State Savings Bank, Knoxville, 

Iowa.

DUCLARKEE, INC.

Newspaper:

Federal Register:

* 3A3 Not available

11/16/2012

Greenwoods Financial Group, Inc., Lake Mills, 

Wisconsin, is seeking prior approval for the 

acquistion of up to 100 per cent of the voting 

shares of Bank of Monticello, Monticello, 

Wisconsin.

GREENWOODS FINANCIAL 

GROUP, INC.

Newspaper:

Federal Register:

* 3A3 Not available

11/13/2012

Heartland Financial USA, Inc., Dubuque, Iowa, 

to acquire 100 percent of Heritage Bank, NA., 

Phoenix, Arizona.

HEARTLAND FINANCIAL USA, 

INC.

Newspaper:

Federal Register:

CIC Not available

Not available

JPMorgan Chase Bank, N.A. as Trustee of the 

Jerry C. Bradshaw Family Trust - GST 

Non-Exempt Trust, JPMorgan Chase Bank, 

N.A., as Trustee of the Jerry C. Bradshaw 

Family Trust - GST Exempt Trust, both of 

Naperville, Illinois, Charles M. Shea, as a 

committee member of the Jerry C. Bradshaw 

Family Trust - GST Non-Exempt Trust and the 

Jerry C. Bradshaw Family Trust - GST Exempt 

Trust, Wilmette, Illinois, Molly Boed, as a 

committee member of the Jerry C. Bradshaw 

Family Trust - GST Non-Exempt Trust and the 

Jerry C. Bradshaw Family Trust - GST Exempt 

Trust, Wassenaar, The Netherlands, Betty J. 

Bradshaw, as a committee member of the Jerry 

C. Bradshaw Family Trust - GST Non-Exempt 

Trust and the Jerry C. Bradshaw Family Trust - 

GST Exempt Trust, Wheaton, Illinois, together 

as a group acting in concert, to retain control of 

the outstanding shares of Marseilles 

Bancorporation, Inc.

MARSEILLES 

BANCORPORATION, INC.

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.

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

Federal Reserve Bank of Chicago

Filings received during the week ending October 20, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 18C

* Branch Not applicable

Town and Country Bank, Springfield, Illinois, to 10/10/2012

purchase 100 percent of the assets and assume 

liabilities of Logan County Bank, Lincoln, 

Illinois, and thereby establish branch offices, 

pursuant to section 18(c) of the Federal Deposit 

Insurance Act and Section 9 of the Federal 

Reserve Act.

TOWN AND COUNTRY BANK

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

Newspaper:

Federal Register:

* MHC Not available

Conversion

* SLHC 

Formation

10/22/2012

United Community MHC, Lawrenceburg, 

Indiana, proposes to convert to stock form and 

merge with United Community Bancorp, 

Lawrenceburg, Indiana, an existing savings and 

loan holding company. The existing United 

Community Bancorp will merge with a new 

company, also called United Community 

Bancorp, Lawrenceburg, Indiana, which will 

become a savings and loan holding company 

through the acquisition of 100 percent of the 

outstanding stock of United Community Bank, 

Lawrenceburg, Indiana, a federal savings bank.

UNITED COMMUNITY MHC

Newspaper:

Federal Register:

* 3A1 11/12/2012

11/01/2012

VisionBankshares, Inc., Boone, Iowa, to become 

a bank holding company by acquiring via 

merger 100 percent of Ogden Bancshares, Inc., 

Boone, Iowa, and thereby indirectly acquiring 

VisionBank of Iowa, Ames, Iowa.

VISIONBANKSHARES, INC.

Newspaper:

Federal Register:

* 3A3 Not available

10/29/2012

Wintrust Financial Corporation, Rosemont, 

Illinois, for prior approval to acquire HPK 

Financial Corporation, Chicago, Illinois, and 

thereby indirectly acquire Hyde Park Bank & 

Trust Company, Chicago, Illinois, pursuant to 

section 3(a)(3) of the Bank Holding Company 

Act.

WINTRUST 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 October 20, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC 10/28/2012

10/23/2012

Notice by Clayton B. Patrick, individually, and 

as a member of a family control group to gain 

control of American Founders Bancorp, 

Lexington, Kentucky. The family control group 

consists of Clayton B. Patrick, Liz S. Patrick, 

Clayton M. Patrick, Carson B. Patrick, and 

Cooper A. Patrick, Frankfort, Kentucky.

AMERICAN FOUNDERS 

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

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 20, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

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:

* 3A3 Not available

11/19/2012

Cattail Bancshares, Inc., Atwater, Minnesota, to 

acquire 100 percent of Citizens State Bank of 

Waverly (Incorporated), Waverly, Minnesota.

CATTAIL BANCSHARES, INC.

Newspaper:

Federal Register:

* 3A3 Not available

11/19/2012

Centra Ventures, Inc., Foley, Minnesota, to 

acquire 100 percent of Richmond Bank Holding 

Company, Richmond, Minnesota, and thereby 

indirectly acquire State Bank of Richmond, 

Richmond, Minnesota.

CENTRA VENTURES, INC.

Newspaper:

Federal Register:

CIC Not available

Not available

Notice of Change in Control by Jill M. Frei 

Trust, Wagner, South Dakota, 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

Newspaper:

Federal Register:

CIC Not available

Not available

Change in Control Notice by Howard J. Rubin, 

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, 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.

FIRST LEROY 

BANCORPORATION, INC.

Newspaper:

Federal Register:

* 3A3 Not available

10/29/2012

Forstrom Bancorporation, Inc., Clara City, 

Minnesota, to acquire 100 percent of Murdock 

Bancor, Inc., Mendota Heights, Minnesota, and 

thereby indirectly acquire First State Bank of 

Murdock, Murdock, Minnesota.

FORSTROM 

BANCORPORATION, INC.

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

Federal Reserve Bank of Minneapolis

Filings received during the week ending October 20, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3 Not available

Not available

Independent Bancshares, Inc., Clarkfield, 

Minnesota, to acquire 100 percent of Security 

State Bank of Fergus Falls, Fergus Falls, 

Minnesota.

INDEPENDENT BANCSHARES, 

INC.

Newspaper:

Federal Register:

CIC 10/23/2012

11/05/2012

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 Not available

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:

CIC Not available

11/06/2012

Change in Control Notice by Paul Arnold 

Domke, Tulare, South Dakota; Rodney Domke, 

Highmore, South Dakota; Scott Allen Domke, 

Tulare, 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 October 20, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3 Not available

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 10/17/2012

11/02/2012

Notification by Mikael Lowell Males, 

individually and as co-trustee of the Males 

Family Trust, the Males Family Trust, the Males 

2010 Trust, The James L. Males Trust, and the 

William L. Males Living Trust, all of Edmond, 

Oklahoma, and Toni Darlene Swartwood, Elk 

City, Oklahoma, as co-trustee of the Males 

Family Trust, all as members of the Males 

Family group, to acquire control of Cheyenne 

Banking Corporation, parent of Security State 

Bank, both in Cheyenne, Oklahoma.

CHEYENNE BANKING 

CORPORATION

Newspaper:

Federal Register:

* 3A1 11/10/2012

11/01/2012

Freeport Bancshares, Inc., Argonia, Kansas, to 

become a bank holding company through the 

acquisition of 100 percent of the outstanding 

voting shares of Freeport State Bank, Harper, 

Kansas.

FREEPORT BANCSHARES, INC.

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

KCB Bank, Kearney, Missouri, to purchase 

certain assets and assume certain liabilities of 

Northland National Bank, Gladstone, Missouri, 

and incident thereto, to establish branches in 

Gladstone, Missouri and Overland Park, 

Kansas.

KCB BANK

Newspaper:

Federal Register:

* 3A1 Not available

11/01/2012

Legacy Financial, Inc., Johnson, Kansas, to 

become a bank holding company through the 

acquisition of 100 percent of the outstanding 

voting shares of First National Bank of 

Syracuse, Syracuse, Kansas.

LEGACY FINANCIAL, INC.

Newspaper:

Federal Register:

* 3A1 10/22/2012

10/27/2012

Luxury Development Partners, Inc., Wichita, 

Kansas ("Luxury Development"), to acquire 

control of Community State Bancshares, parent 

company of Community State Bank, both of 

Wichita, Kansas, and, thus, to become a bank 

holding company. Luxury Development is 

applying to become a bank holding company by 

virtue of its direct control, together with that of 

its owners (Mark B. Hutton, Andrew W. Hutton, 

and Bill Warren), of over 25 percent of 

Community State Bancshares.

LUXURY DEVELOPMENT 

PARTNERS, INC.

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.

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

Federal Reserve Bank of Kansas City

Filings received during the week ending October 20, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

Not available

Notice submitted by Byron Dirk Bagenstos, 

Cherokee, Oklahoma; Greggory Earl Glass, Alva, 

Oklahoma; Kevin Russell Murrow, Alva, 

Oklahoma; Warren Dean Hughes, Carmen, 

Oklahoma; and Mike Lee Mackey, Alva, 

Oklahoma, as a group acting to concert to 

acquire control of S G Bancshares, Inc., Okeene, 

Oklahoma, parent of State Guaranty Bank, 

Okeene, Oklahoma.

S G BANCSHARES, INC.

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

Federal Reserve Bank of Kansas City

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Dallas

Filings received during the week ending October 20, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

Not available

Prior notice by Robert Edward Berryhill, 

individually and as co-trustee of the Bastrop 

Bancshares, Inc., Employee Stock Ownership 

Plan, Smithville, Texas, to acquire and retain 

12.96 percent or more of the shares and thereby 

control of Bastrop Bancshares, Inc., Bastrop, 

Texas, and indirectly First National Bank, 

Bastrop, Texas.

BASTROP BANCSHARES, INC.

Newspaper:

Federal Register:

* 3A1 Not available

Not available

Circle I Bank Group, Inc., Amarillo, Texas, to 

become a bank holding company through 

merger, acquiring 100 percent of the 

outstanding shares of Western Bancshares, 

Inc., Coahoma, Texas, and indirectly acquire 100 

percent of the outstanding shares of Western 

Bank, Coahoma, Texas.

CIRCLE I BANK GROUP, INC.

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

Newspaper:

Federal Register:

* 3A5 Not available

10/19/2012

Henderson Citizens Bancshares, Inc., 

Henderson, Texas, to acquire by merger 100 

percent of First White Oak Bancshares, Inc., 

White Oak, Texas, and indirectly acquire White 

Oak State Bank, White Oak, Texas.

HENDERSON CITIZENS 

BANCSHARES, INC.

Newspaper:

Federal Register:

* 3A3 10/31/2012

11/09/2012

Strategic Growth Bank Incorporated, El Paso, 

Texas, and Strategic Growth Bancorp 

Incorporated, El Paso, Texas, to acquire 100 

percent of the outstanding shares of Mile High 

Banks, Longmont, Colorado.

STRATEGIC GROWTH BANK 

INCORPORATED

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

Treaty Oak Bank, Austin, Texas, to acquire 

through merger its affiliate Northstar Bank of 

Texas, Denton, Texas, pursuant to Section 18(c) 

of the Federal Deposit Insurance Act, and to 

establish branch offices at each of the present 

branch office locations of the target bank, and 

at its current head office location, pursuant to 

Section 9 of the Federal Reserve Act.

TREATY OAK BANK

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

Federal Reserve Bank of Dallas

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of San Francisco

Filings received during the week ending October 20, 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 10/11/2012

10/17/2012

Notice by Tieming Chen, Missouri, Texas, to 

acquire voting shares of Oreintal 

Bancorporation and thereby indirectly acquire 

voting shares of Bank of The Orient, both of 

San Francisco, California.

ORIENT BANCORPORATION

Newspaper:

Federal Register:

* 18C Not available

Not applicable

Pacific Premier Bank, Costa Mesa, California, 

proposes to acquire the assets and assume the 

liabilities of First Associations Bank, Dallas, 

Texas.

PACIFIC PREMIER BANK

* 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