Federal Reserve Release

H.2

Actions of the Board, Its Staff,

and the Federal Reserve Banks; 

Applications and Reports Received

No. 26 

Week Ending June 30, 2012

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

Mobile Payments -- statement by Stephanie Martin, associate general counsel, before 

a subcommittee of the House Committee on Financial Services on the regulation of 

mobile payments.

- Published, June 29, 2012

Banking Supervision & Regulation

Resolution Plans -- interagency process for receiving and evaluating the initial 

resolution plans ("living wills") from the largest banking organizations operating in 

the United States.

- Announced, June 29, 2012

Forms

Forms -- initial Board review to extend with revision the Capital Assessments and 

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

- Proposed, June 28, 2012

Monetary and Financial Policy

Term Asset-Backed Securities Loan Facility -- agreement with the Department of the 

Treasury regarding a reduction of credit protection provided for the TALF under the 

Troubled Asset Relief Program.

- Approved, June 27, 2012

Regulations and Policies

Host-State Lending Ratios -- interagency release of the host-state loan-to-deposit 

ratios used by the banking agencies to determine compliance with the Riegle-Neal 

Interstate Banking and Branching Efficiency Act.

- Published, June 29, 2012

H.2 Board Actions June 24, 2012 to June 30, 2012

(A/C) = Addition or Correction Board - Page 1 of 2
Enforcement

Crown Bankshares, Inc., Edina, Minnesota -- written agreement with the Federal 

Reserve Bank of Minneapolis.

- Announced, June 26, 2012

Delmar Bancorp, Salisbury, Maryland -- written agreement with the Federal Reserve 

Bank of Richmond.

- Announced, June 26, 2012

Village Bank and Trust Financial Corp., Midlothian, Virginia -- written agreement 

with the Federal Reserve Bank of Richmond.

- Announced, June 28, 2012

H.2 Board Actions June 24, 2012 to June 30, 2012

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

BS&R

C&CA

FOMC

Banking Supervision and Regulation

Consumer and Community Affairs

Federal Open Market Committee

RBOPS Reserve Bank Operations and Payment Systems

IF International Finance

June 24, 2012 to June 30, 2012

MA Monetary Affairs

Bank Branches, Domestic

The Fauquier Bank, Warrenton, Virginia -- to establish a branch at 7485 Limestone 

Drive, Gainesville.

Richmond

- Approved, June 27, 2012

USAmeriBank, Largo, Florida -- to establish a temporary branch at 472 North Dean 

Street, Suite 104, Auburn, Alabama, and a permanent branch at 1943 East Glenn 

Avenue.

Atlanta

- Approved, June 29, 2012

Bank Holding Companies

Central Bancshares, Inc., Golden Valley, Minnesota, and Central Bank, Stillwater -- 

waiver of applications to acquire Bank of Naples, Naples, Florida, in connection with 

the merger of Bank of Naples with and into Central Bank, Stillwater, Minnesota.

Minneapolis

- Granted, June 29, 2012

First State Bancorp, Inc. Employee Stock Ownership Plan, Caruthersville, Missouri 

-- to become a bank holding company by acquiring shares of First State Bancorp, 

Inc., Caruthersville, and thereby acquire First State Bank and Trust Company.

St. Louis

- Approved, June 29, 2012

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

Heartland Financial USA, Inc., Dubuque, Iowa -- to engage in extending credit and 

servicing loans, leasing personal or real property, and financial and investment 

advisory activities.

Chicago

- Approved, June 28, 2012

Security California Bancorp, Riverside, California -- to form a subsidiary, SCB Asset 

Management, Riverside, to engage in extending credit and servicing loans.

San Francisco

- Approved, June 28, 2012

Banks, Nonmember, and Miscellaneous Institutions

Kennedy-Wilson Holdings, Inc., Beverly Hills, California -- modification of a 

commitment in connection with Kennedy-Wilson's investment in the Bank of Ireland, 

Dublin, Ireland.

Director, BS&R

- Approved, June 27, 2012

Change in Bank Control

Ameriwest Corporation, Omaha, Nebraska -- change in bank control of Ameriwest 

and its subsidiary bank, First Westroads Bank, Inc., Omaha.

Kansas City

- Permitted, June 27, 2012

H.2 Actions under delegated authority June 24, 2012 to June 30, 2012

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

City National Bancshares Corporation, Newark, New Jersey -- change in bank 

control of City National and its subsidiary bank, City National Bank of New Jersey, 

Newark.

New York

- Permitted, June 29, 2012

PCNB Bancshares, Inc., Bremen, Georgia -- change in bank control of PCNB and its 

subsidiary bank, Peoples Community Bank, Bremen.

Atlanta

- Permitted, June 25, 2012

Membership

The First National Bank of Buffalo, Buffalo, Wyoming -- to retain membership in the 

Federal Reserve System on conversion to a state-chartered bank, First Northern Bank 

of Wyoming, and to increase its investment in bank premises.

Kansas City

- Approved, June 27, 2012

Wyoming Bank & Trust, Cheyenne, Wyoming -- to become a member of the Federal 

Reserve System and to increase its investment in bank premises.

Kansas City

- Approved, June 25, 2012

H.2 Actions under delegated authority June 24, 2012 to June 30, 2012

(A/C) = Addition or Correction Delegated - 3 of 4
Savings and Loan Holding Companies

Sound Financial Bancorp, Inc., Seattle, Washington -- to become a savings and loan 

holding company upon the second-step conversion of Sound Community MHC, 

Seattle, and Sound Financial, Inc. and to control Sound Community Bank.

San Francisco

- Approved, June 29, 2012

H.2 Actions under delegated authority June 24, 2012 to June 30, 2012

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

Federal Reserve Bank of Boston

Filings received during the week ending June 30, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A5 Not available

* 3A3 Not available

Application by Independent Bank Corp, 

Rockland, Massachusetts, to acquire Central 

Bancorp, Inc. and its subsidiary bank, Central 

Co-operative Bank, both of Somerville, 

Massachusetts, pursuant to sections 3(a)(3) 

and 3(a)(5) of the Bank Holding Company Act 

of 1956, as amended.

INDEPENDENT BANK CORP.

* 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 June 30, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

Investment Not applicable

Not applicable

Citibank, N.A., Las Vegas, Nevada, and Citibank 

Overseas Investment Corporation, New Castle,

Delaware, pursuant to Section 211.9(f) of 

Regulation K, to make an additional investment 

in Citifin S.A. E.F.C., Madrid, Spain.

CITIBANK, N.A.

Newspaper:

Federal Register:

Investment Not applicable

Not applicable

JPMorgan Chase Bank, National Association, 

Columbus, Ohio, J.P. Morgan International Inc., 

New York, New York, Bank One International 

Holdings Corporation, Chicago, Illinois, J.P. 

Morgan International Finance Limited, Newark, 

Delaware, and J.P. Morgan Overseas Capital 

Corporation, Newark, Delaware, provide 30 

days' prior notice, pursuant to Section 211.9(f) 

of Regulation K, to make an investment to 

increase capital of J.P. Morgan Whitefriars, Inc., 

London, England.

JPMORGAN CHASE BANK, 

NATIONAL ASSOCIATION

Newspaper:

Federal Register:

FBSEA

Not applicable

Nanyang Commercial Bank Limited, Hong Kong, 07/09/2012

to upgrade its limited branch located in San 

Francisco, California, to a full service branch, 

pursuant to Section 211.24 of Regulation K.

NANYANG COMMERCIAL 

BANK, LIMITED

* 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 June 30, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* MHC Not available

Conversion

* SLHC 

Formation

07/09/2012

Northfield Bancorp, MHC, Staten Island, NY, 

proposes to convert to stock form and merge 

with and into Northfield Bancorp, Inc, 

Woodbridge, New Jersey, which proposes to 

become a savings and loan holding company by 

acquiring Northfield Bank, Staten Island, NY.

NORTHFIELD BANCORP, INC

Newspaper:

Federal Register:

CIC Not available

09/21/2011

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

Financial Partners, L.P., Patriot Financial 

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

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

Patriot Financial Manager, LLC. and Messrs. Ira 

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

all of Philadelphia, Pennsylvania, to purchase 

up to 24.9 percent of Porter Bancorp, Inc., 

Louisville, KY.

PATRIOT FINANCIAL 

PARTNERS LP

Newspaper:

Federal Register:

* MHC Not available

Conversion

* SLHC 

Formation

07/09/2012

Polonia MHC, Huntingdon Valley, PA, 

proposes to convert to stock form and merge 

with and into Polonia Bancorp, Huntingdon 

Valley, PA, which will subsequently merge with 

and into Polonia Bancorp, Inc., Huntingdon, 

Valley, PA, which proposes to become a 

savings and loan holding company by acquiring 

100 percent of Polonia Bank, Huntingdon 

Valley, PA.

POLONIA 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 June 30, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

Community Trust Bank, Inc., Pikeville, KY to 07/09/2012

establish a branch at 3090 Richmond Rd., 

Lexington, KY.

COMMUNITY TRUST BANK, 

INC.

Newspaper:

Federal Register:

* SLHC Not available

Acquisition

MHC Minority 

Stock Issuance

07/16/2012

Application by First Federal MHC, Hazard, KY; 

Kentucky First Federal Bancorp, Hazard, KY; 

and Frankfort First Bancorp, Inc., Frankfort, KY 

to acquire CKF Bancorp, Inc., Danville, KY and 

its wholly-owned subsidiary, Central Kentucky 

Federal Savings Bank, Danville, KY and 

Application by Kentucky First Federal Bancorp, 

Hazard, KY for approval of a minority stock 

issuance by a savings association subsidiary of 

a mutual holding company.

KENTUCKY FIRST FEDERAL 

BANCORP

* 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 June 30, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* SLHC Merger Not available

* SLHC 

Formation

07/26/2012

Financial Services Partners Fund I LLC, Hovde 

Acquisition I LLC, and Hovde Private Equity 

Advisors LLC, all of Washington, DC 

(collectively the "Hovde Group"), to acquire 

control of a savings and loan holding company, 

Carrolton Bancorp, Columbia, Maryland, upon 

Carrolton Bancorp's conversion to a savings 

and loan holding company through a merger 

with Jefferson Bancorp, Inc., Washington, DC, a 

subsidiary of the Hovde Group, pursuant to 

Section 10 of the Home Owners Loan Act.

HOVDE PRIVATE EQUITY 

ADVISORS LLC

* 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 June 30, 2012

Filer Filing Type Filing Proposal End of Comment Period

NONE

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

Federal Reserve Bank of Atlanta

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Chicago

Filings received during the week ending June 30, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

07/17/2012

Sidney J. Lee, as an individual, and together 

with his sisters, Medora Lee and Serena Lee, as 

a group acting in concert to acquire control of 

3,621,708 shares or 82.48 percent of American 

Metro Bancorp, Inc., Chicago, Illinois (BHC), 

and thereby indirectly acquire American Metro 

Bank, Chicago, Illinois.

AMERICAN METRO BANCORP, 

INC.

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:

Member Not applicable

Not applicable

Community First Bank, Keosauqua, Iowa, to 

become a member in the Federal Reserve 

System.

COMMUNITY FIRST BANK

Newspaper:

Federal Register:

* 18C Not available

Not applicable

First Community Bank, Harbor Springs, 

Michigan, to merge with Select Bank, Grand 

Rapids, Michigan.

FIRST COMMUNITY BANK

Newspaper:

Federal Register:

* 3A3 Not available

07/23/2012

Heartland Bancorp, Inc., Bloomington, Illinois,

to acquire Farmer City State Bank, Farmer City,

Illinois.

HEARTLAND BANCORP, INC.

Newspaper:

Federal Register:

* MHC Not available

Conversion

* SLHC 

Formation

07/20/2012

LaPorte Savings Bank, MHC, La Porte, Indiana, 

a mutual holding company, proposes to convert 

to stock form and merge with LaPorte Bancorp, 

Inc., an existing savings and loan holding 

company. The existing LaPorte Bancorp, Inc., 

will merge with a new company, also called 

LaPorte Bancorp, Inc., which will become a 

savings and loan holding company through the 

acquisition of 100 percent of the outstanding 

stock of The LaPorte Savings Bank, all of La 

Porte, Indiana.

LAPORTE SAVINGS BANK, MHC

* 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 June 30, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

The Bank of Fayette County, Piperton, 

Tennessee, (formerly Moscow, Tennessee) to 

purchase certain assets and assume certain 

liabilities of the Whiteville, Tennessee branch 

location of Merchants & Planters Bank, Bolivar, 

Tennessee, and to retain the acquired facility as 

a branch.

BANK OF FAYETTE COUNTY, 

THE

Newspaper:

Federal Register:

* Branch

Not applicable

Centennial Bank, Conway, Arkansas, to 07/13/2012

establish a branch facility to be located at 81541 

Old Highway, Islamorada, Florida.

CENTENNIAL 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 June 30, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

Not available

Change in control notice by Todd J. Zaun, 

Sartell, Minnesota, and Steven M. Zaun, Marina 

Del Ray, California, each to acquire 25% or more 

of the shares of Eden Valley Bancshares, Eden 

Valley, Minnesota, and thereby indirectly 

acquire control of State Bank in Eden Valley, 

Eden Valley, Minnesota.

EDEN VALLEY 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 June 30, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3 Not available

* 3A1

* 18C

* Branch

06/21/2012

CIC Bancshares, Inc., Denver, Colorado, to 

acquire, through its subsidiary CIC Merger Sub, 

Inc., Denver, Colorado, 100 percent of the 

voting shares of Millennium Bancorp, Inc., 

parent of Millennium Bank, both in Edwards, 

Colorado. Immediately thereafter, CIC Merger 

Sub, Inc., Denver, Colorado, will merge into 

Millennium Bancorp, Inc. Centennial Bank, 

Centennial, Colorado, to merge with Millennium 

Bank, Edwards, Colorado, and incident thereto, 

to establish branches in Breckenridge, Edwards, 

Englewood, Steamboat Springs, Vail, and Fraser, 

all in Colorado.

CIC BANCSHARES, INC.

Newspaper:

Federal Register:

* 18C

* Branch Not applicable

First Nebraska Bank, Valley, Nebraska, to 07/12/2012

purchase certain assets and assume certain 

liabilities of Heartland Community Bank, Bennet, 

Nebraska, and incident thereto, to establish 

branches in Avoca, Bennet, Nebraska City, and 

Weeping Water, all in Nebraska.

FIRST NEBRASKA BANK

Newspaper:

Federal Register:

* MHC Not available

Conversion

* SLHC 

Formation

07/16/2012

Madison County Holding Company, MHC, 

proposes to convert to stock form and merge 

with Madison County Financial Corporation, 

which proposes to become a savings and loan 

holding company by acquiring 100 percent of 

Madison County Bank, all of Madison, 

Nebraska.

MADISON COUNTY HOLDING, 

MHC

Newspaper:

Federal Register:

Member Not applicable

Not applicable

Rose Hill Bank, Rose Hill, Kansas, to become a 

member of the Federal Reserve System.

ROSE HILL BANK

Newspaper:

Federal Register:

Member Not applicable

Not applicable

RSNB Bank, Rock Springs, Wyoming, to 

become a member of the Federal Reserve 

System.

RSNB BANK

Newspaper:

Federal Register:

* Branch

Not applicable

The Union State Bank, to establish a branch at 07/09/2012

700 N. Summit Street, both in Arkansas City, 

Kansas.

UNION STATE BANK, THE

* 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 June 30, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3

4c8

07/14/2012

07/21/2012

Carlile Bancshares, Inc., Fort Worth, Texas, to 

acquire 100% of the common stock of 

Washington Investment Company, Yuma, 

Colorado, and therefore indirectly Colorado 

Community Bank, Yuma, Colorado, pursuant to 

Section 3 of the Bank Holding Company Act, 

and Colorado Front Range Holdings, Inc.., 

Yuma, Colorado, pursuant to Section 4 of the 

Bank Holding Company Act and Section 225.23 

of Regulation Y.

CARLILE BANCSHARES, INC.

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

Federal Reserve Bank of Dallas

Filings received during the week ending June 30, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 Not available

4c8

* 4c8

4c8

07/09/2012

Diamond A Financial, L.P., Hilltop Holdings, 

Inc., and Meadow Corporation, all of Dallas, 

Texas, to become bank holding companies by 

acquiring 100 percent of PlainsCapital 

Corporation and its subsidiary bank, 

PlainsCapital Bank, both of Dallas, Texas, 

pursuant to section 3 of the Bank Holding 

Company Act.;

Diamond A Financial, L.P., Hilltop Holdings, 

Inc., and Meadow Corporation, all of Dallas, 

Texas, to engage in mortgage lending activities 

pursuant to section 4(c)(8) of the Bank Holding 

Company Act through PrimeLending, A 

PlainsCapital Company, and its direct and 

indirect subsidiaries, PirmeLending Ventures 

Management, LLC, and PrimeLending Ventures, 

LLC, all of Dallas, Texas;

Diamond A Financial, L.P., and Hilltop 

Holdings, Inc., both of Dallas, Texas, to retain a 

noncontrolling interest in SWS Group, Inc., and 

its subsidiary savings association, Southwest 

Securities, FSB, both of Dallas, Texas, and 

thereby engage in the operation of a savings 

association pursuant to Section 4(c)(8) of the 

BHC Act; and

Diamond A Financial, L.P., and Hilltop 

Holdings, Inc., both of Dallas, Texas, through a 

retention of a noncontrolling interest in SWS 

Group, Inc., and indirect controlling interests in 

the subsidiaries of Southwest Securities, FSB, 

pursuant to sections 4(c)(8) of the BHC Act and 

Regulation Y, and thereby engage indirectly in 

certain nonbanking activities of those 

subsidiaries pursuant to section 4(c)(8) of the 

BHC Act, to consist of extending credit and 

servicing loans; activities related to extending 

credit; financial and investment advisory 

activities; agency transactional services for 

customers, including providing securities 

brokerage services, acting as riskless-principal 

and providing private-placement services and 

other transactional services as agent for 

customers; underwriting and dealing in 

government obligations and money market 

investments; community development 

activities; and issuing and selling money orders, 

savings bonds, traveler's checks and similar 

consumer payment instruments.

DIAMOND A FINANCIAL, LP

Newspaper:

Federal Register:

* 3A3 Not available

07/20/2012

FVNB Corp., MOW/RPW II, Ltd., and 

MOW/RPW Holdings II, LLC, all of Victoria, 

Texas, to acquire 100 percent of First State 

Bank, New Braunfels, Texas.

FVNB CORP.

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

Federal Reserve Bank of Dallas

Filings received during the week ending June 30, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 Not available

07/21/2012

Odessa SouthWest Bancshares, Inc., Odessa, 

Texas, to become a bank holding company by 

acquiring 100 percent of SouthWest Bank, 

Odessa, Texas; AND Odessa SouthWest 

Bancshares, Inc., Odessa, Texas, elects to 

become a financial holding company.

ODESSA SOUTHWEST 

BANCSHARES, 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 June 30, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A5 Not available

07/26/2012

First PactTrust Bancorp, Inc., Irvine, California, 

to merge with Gateway Bancorp, Santa Ana, 

California, with First PacTrust Bancorp, Inc., 

surviving and thereby indirectly acquire 

Gateway Business Bank, Cerritos, California.

FIRST PACTRUST BANCORP, 

INC.

Newspaper:

Federal Register:

4c8 Not applicable

07/19/2012

Grandpoint Capital, Inc., Los Angeles, 

California, to acquire Peoria Holdings, LLC, 

Vancouver, Washington, 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 06/21/2012

06/21/2012

Interagency Notice of Change in Control by 

Neighborhood Bancorp Employee Stock 

Ownership Plan Trust Agreement, National City, 

California; Robert M. McGill, Sally M. Furay and 

Conny M. Jamison, all of San Diego, California, 

to retain 10 percent or more of Neighborhood 

Bancorp, National City, California, and thereby 

indirectly, Neighborhood National Bank, San 

Diego, California.

NEIGHBORHOOD BANCORP

Newspaper:

Federal Register:

* MHC Not available

Conversion

* SLHC 

Formation

05/05/2012

Sound Financial Bancorp,Inc., Seattle, 

Washington; to become a savings and loan 

holding company upon the second-step 

conversion of Sound Community MHC, and 

Sound Financial, Inc., both in Seattle, 

Washington. Sound Financial Bancorp, Inc. will 

control Sound Community Bank, Seattle, 

Washington.

SOUND COMMUNITY MHC

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

Federal Reserve Bank of San Francisco

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act