Federal Reserve Release

H.2

Actions of the Board, Its Staff,

and the Federal Reserve Banks; 

Applications and Reports Received

No. 41 

Week Ending October 13, 2012

Board of Governors of the Federal Reserve System, Washington, DC 20551
Enforcement

Sunrise Bank, Cocoa Beach, Florida -- prompt corrective action directive dated 

August 26, 2010, terminated October 9, 2012.

- Announced, October 11, 2012

H.2 Board Actions October 7, 2012 to October 13, 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 7, 2012 to October 13, 2012

MA Monetary Affairs

Bank Branches, Domestic

The First Bank and Trust Company, Lebanon, Virginia -- to establish a branch at 

610 North Main Street, Bridgewater.

Richmond

- Approved, October 11, 2012

Pacific Premier Bank, Costa Mesa, California -- to establish a branch at 12901 Von 

Karman Avenue, Irvine.

San Francisco

- Approved, October 11, 2012

Bank Holding Companies

Citigroup, Inc., New York, New York -- modification of a commitment.

Director, BS&R

- Granted, October 12, 2012

Financial FedCorp, Inc., Memphis, Tennessee -- to become a bank holding company 

on the conversion of its subsidiary savings bank, Financial Federal Savings Bank, 

Memphis, to a state-chartered commercial bank.

St. Louis

- Approved, October 11, 2012

Fulton Financial Corporation, Lancaster, Pennsylvania -- to acquire shares in Bryn 

Mawr Bank Corporation, Bryn Mawr, and The Bryn Mawr Trust Company.

Secretary

- Approved, October 12, 2012

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

Reliable Community Bancshares, Inc., Perryville, Missouri -- (1) to acquire First 

Southeast Missouri Bancorporation, Inc., Scott City, and its subsidiary bank, Security 

Bank and Trust Company and (2) for First Southeast Acquisition Corporation, 

Perryville, to become a bank holding company by acquiring First Southeast Missouri.

St. Louis

- Approved, October 9, 2012

Washington Federal, Inc., Seattle, Washington -- waiver of application to acquire 

South Valley Bancorp, Inc., Klamath Falls, Oregon, in connection with the merger of 

their respective subsidiaries, Washington Federal, Seattle, and South Valley Bank & 

Trust, Klamath Falls.

San Francisco

- Granted, October 12, 2012

Bank Premises

The Adirondack Trust Company, Saratoga Springs, New York -- to increase its 

investment in bank premises.

New York

- Approved, October 12, 2012

Change in Bank Control

Central Missouri Shares, Inc., Lebanon, Missouri -- change in bank control of Central 

Missouri and its subsidiary bank, Central Bank, Lebanon.

St. Louis

- Permitted, October 12, 2012

H.2 Actions under delegated authority October 7, 2012 to October 13, 2012

(A/C) = Addition or Correction Delegated - 2 of 3
Extensions of Time

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

Minier, Illinois -- extension to January 20, 2013, to increase its ownership of Minier 

Financial, Inc., Minier, and its subsidiary bank, First Farmers State Bank.

Chicago

- Granted, October 11, 2012

International Operations

State Street Bank and Trust Company, Boston, Massachusetts -- (1) to make 

investments in its Edge corporation subsidiary, State Street International 

Holdings (SSIH), Boston, in excess of the limit set in Regulation K and (2) prior 

notice by State Street and SSIH to make investments in certain of their subsidiaries, 

all in connection with the acquisition of the Goldman Sachs Administration Services 

business.

Director, BS&R

- Approved, October 10, 2012

Savings and Loan Holding Companies

Berkshire Hills Bancorp, Inc., Pittsfield, Massachusetts -- waiver of application to 

acquire Beacon Federal Bancorp, Inc., East Syracuse, New York, in connection with 

the merger of their respective subsidiaries, Berkshire Bank, Pittsfield, and Beacon 

Federal, East Syracuse.

Boston

- Granted, October 12, 2012

Northfield Bancorp, MHC, Staten Island, New York, and Northfield Bancorp, Inc. -- 

(1) to acquire by merger Flatbush Federal Bancorp, MHC, Brooklyn, and its 

subsidiaries and (2) for Northfield MHC's subsidiary, Northfield Bancorp, Inc., 

to issue stock in connection with the proposed merger.

Philadelphia

- Approved, October 5, 2012

(A/C)

H.2 Actions under delegated authority October 7, 2012 to October 13, 2012

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

Federal Reserve Bank of Boston

Filings received during the week ending October 13, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

Application by Brookline Bank, Brookline, 10/19/2012

Massachusetts, to establish a full-service 

branch at 131 Clarendon Street, Boston, 

Massachusetts, pursuant to Section 208.6 of 

Regulation H.

BROOKLINE BANK

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

Federal Reserve Bank of Boston

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of New York

Filings received during the week ending October 13, 2012

Filer Filing Type Filing Proposal End of Comment Period

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:

* 4c8 Not available

* 18C 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

* 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 13, 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 13, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A5 Not available

Not available

Application by FirstMerit Corporation, Akron, 

Ohio, to acquire Citizens Republic Bancorp, 

Flint, Michigan

FIRSTMERIT CORPORATION

Newspaper:

Federal Register:

* 3A1 10/29/2012

11/09/2012

InFirst Bancorp, MHC and InFirst Bancorp, Inc., 

both of Indiana, Pennsylvania to become bank 

holding companies by acquiring 100 percent of 

Indiana Savings Bank, Indiana, Pennsylvania 

pursuant to section 3 of the Bank Holding 

Company Act

INFIRST BANCORP INC

Newspaper:

Federal Register:

CIC 10/22/2012

10/29/2012

Notice of Change in Control by Tonti Financial 

Corp Trust, Tonti Financial Corp Trust II, The 

Alfred E. Tonti Trust, and their trustee, Thomas 

Tonti, Columbus, Ohio, to acquire up to 49.9% 

of the voting shares of Tonti Financial Corp, 

Columbus, Ohio

TONTI FINANCIAL CORP 

TRUST

* 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 13, 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:

* Branch

Not applicable

First Community Bank, Bluefield, Virginia, to 10/15/2012

establish a branch at 7290-17 Beach Drive SW, 

Ocean Isle Beach, North Carolina

FIRST COMMUNITY BANK

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

Federal Reserve Bank of Richmond

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Atlanta

Filings received during the week ending October 13, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A5 10/25/2012

11/05/2012

BancTenn Corp., Kingsport Tennessee, to 

merge with Carter County Bancorp, Inc., and 

thereby acquire its subsidiary, Carter County 

Bank, both of Elizabethton, Tennessee.

BANCTENN CORP.

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

* 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 13, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

Chemical Bank, Midland, Michigan, to purchase 

the assets and assume the liabilities of 21 

branches of Independent Bank, Ionia, Michigan, 

and thereby establish 21 branches.

CHEMICAL BANK

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:

CIC 10/24/2012

10/30/2012

Notice by the Sindt Family (Darold, Paulette, 

and Derrick Sindt of Keystone, Iowa, and John 

and Krissa Sindt of Fairfax, Iowa) together as a 

group acting in concert, to gain control 

Keystone Community Bancorporation, 

Keystone, Iowa, and thereby indirectly control 

Keystone Savings Bank, Keystone, Iowa.

KEYSTONE COMMUNITY 

BANCORPORATION

Newspaper:

Federal Register:

CIC Not available

10/19/2012

Richard P. DelMedico, Ontario, Wisconsin, 

Doreen M. Dahl, Cashton, Wisconsin, Denise 

M. Gunderson, Byron, Minnesota, Diana M. 

Fischer, Reno, Nevada, and Debra M. Schmitz, 

Norwalk, Wisconsin, together as a group acting 

in concert, to retain control of 25 percent or 

more of the outstanding shares of Ontario 

Bancorporation, Inc., and thereby indirectly 

retain control of Bank of Ontario, both of 

Ontario, Wisconsin.

ONTARIO BANCORPORATION, 

INC.

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

Town and Country Bank, Springfield, Illinois, to 

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

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

Federal Reserve Bank of Chicago

Filings received during the week ending October 13, 2012

Filer Filing Type Filing Proposal End of Comment Period

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 Not available

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 

Ames Community Bank, 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 13, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

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.

Newspaper:

Federal Register:

* 3A1 11/13/2012

11/08/2012

C & J Bennett Family Limited Partnership, 

Hardinsburg, Kentucky, to become a bank 

holding company by acquiring 52.29 percent of 

Farmers Bancshares, Inc., Hardinsburg, 

Kentucky, and thereby indirectly acquire 

Farmers Bank, Hardinsburg, Kentucky, and 

Leitchfield Deposit Bank & Trust Company, 

Leitchfield, Kentucky.

C & J BENNETT FAMILY 

LIMITED PARTNERSHIP

* 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 13, 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:

CIC 10/24/2012

10/29/2012

Change in Control Notice by Douglas Osborne 

and Donald Osborne, both of Ham Lake, 

Minnesota, as a group acting in concert, to 

acquire 25% percent or more of the shares of 

Community Pride Bank Corporation, Ham Lake, 

Minnesota, and thereby indirectly acquire 

Community Pride Bank, Isanti, Minnesota. In 

addition, Kenneth M. Welle and Lori M. Welle, 

both of Dayton, Minnesota, to acquire 10% or 

more of the shares of Community Pride Bank 

Corporation and thereby indirectly acquire 

control of Community Pride Bank. This proposal 

is related to the proposed redemption of 

subordinated debt issued by Community Pride 

Bank Corporation under the TARP CPP.

COMMUNITY PRIDE BANK 

CORPORATION

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.

Newspaper:

Federal Register:

CIC Not available

Not available

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.

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

Federal Reserve Bank of Minneapolis

Filings received during the week ending October 13, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

Not available

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

Not available

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.

* 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 13, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A5

4c8

10/27/2012

11/02/2012

BBJ Incorporated, Ord, Nebraska, to acquire 100 

percent of the voting shares of City National 

Bancshares, Inc., parent of CNB Community 

Bank, both in Greeley, Nebraska. BBJ 

Incorporated, Ord, Nebraska, to engage in 

insurance activities through the acquisition of 

the assets of McQuillan Insurance Agency, a 

division of City National Bancshares, Inc., both 

in Greeley, Nebraska.

BBJ INCORPORATED

Newspaper:

Federal Register:

CIC

Not available

Notification by Mikael Lowell Males, 10/17/2012

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 Not available

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 Not available

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.

* 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 13, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch Not available

Not applicable

Frost Bank, San Antonio, Texas, to establish 

two branches at the following locations: 1111 

W. Beltline Road, Carrollton, Texas 75006; and 

6300 La Vista Road, Dallas, Texas 75214.

FROST BANK

Newspaper:

Federal Register:

CIC 10/24/2012

10/30/2012

Notice by James Leon Bradley, Sr., individually 

and as Trustee of the Bradley 2012 Irrevocable 

Trust, Groesbeck, Texas; The Bradley 2012 

Irrevocable Trust, Groesbeck, Texas; Diana 

McBay Bradley, Groesbeck, Texas; Bryan Lee 

Bradley, Wortham, Texas; James Leon Bradley, 

Jr., Groesbeck, Texas; and Christopher Richard 

Bradley, Groesbeck, Texas, to retain 25 per cent 

or more of the shares in Groesbeck Bancshares, 

Inc., Groesbeck, Texas. Groesbeck Bancshares, 

Inc., controls Farmers State Bank, Groesbeck, 

Texas.

GROESBECK BANCSHARES, 

INC.

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 13, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

Not available

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:

* 3A3

4c8

11/08/2012

11/09/2012

Grandpoint Capital, Inc., Los Angeles, 

California, to acquire 100 percent of Bank 

Capital Corporation and The Biltmore Bank of 

Arizona, both of Phoenix, Arizona and 2) 

Grandpoint Capital, Inc., Los Angeles, 

California, to acquire 5055 Holdings, LLC, 5055-1 

LLC and 5055-2 LLC, all of Phoenix, Arizona, 

and thereby engage in extending credit and 

servicing loans, pursuant to section 225.28(b)(1) 

of Regulation Y..

GRANDPOINT CAPITAL, INC.

Newspaper:

Federal Register:

CIC Not available

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

* 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