Federal Reserve Release

H.2

Actions of the Board, Its Staff,

and the Federal Reserve Banks;

Applications and Reports Received

No. 6

Week Ending February 8, 2014

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

Dodd-Frank Act Implementation -- statement by Governor Tarullo before the Senate

Committee on Banking, Housing, and Urban Affairs on the Federal Reserve's

activities in mitigating systemic risk and implementing the Dodd-Frank Act.

- Published, February 6, 2014

Volcker Rule -- statement by Governor Tarullo before the House Committee on

Financial Services regarding the interagency final rule implementing section 619 of

the Dodd-Frank Act, commonly known as the Volcker Rule.

- Published, February 5, 2014

Personnel

Office of Board Members -- appointment of Trevor Reeve as special adviser to the

Chair, effective February 9, 2014.

- Announced, February 7, 2014

H.2 Board Actions February 2, 2014 to February 8, 2014

(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

February 2, 2014 to February 8, 2014

MA Monetary Affairs

Bank Branches, Domestic

Adirondack Bank, Utica, New York -- to establish a branch at Avenue Plaza,

4697-A Commercial Drive, New Hartford.

New York

- Approved, February 7, 2014

Compass Bank, Birmingham, Alabama -- to establish branches at 8100 Research

Forest Drive, The Woodlands, Texas, and 10000 Woodlands Parkway (two

applications).

Atlanta

- Approved, February 4, 2014

Dacotah Bank, Aberdeen, South Dakota -- to establish a branch at 2510 8th Avenue

Southwest, Jamestown, North Dakota.

Minneapolis

- Approved, February 7, 2014

John Marshall Bank, Reston, Virginia -- to establish a branch at 1330 New

Hampshire Avenue, NW, Washington, D.C.

Richmond

- Approved, February 6, 2014

Virginia Partners Bank, Fredericksburg, Virginia -- to establish a branch at 115 East

Charles Street, La Plata, Maryland.

Richmond

- Approved, February 5, 2014

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

Banco do Brasil S.A., Brasilia, Brazil -- commitment relief request.

New York

- Granted, February 7, 2014

Bank of the Ozarks, Inc., Little Rock, Arkansas -- to acquire Bancshares, Inc.,

Houston, Texas, and thereby acquire OmniBank, N.A.

St. Louis

- Approved, February 7, 2014

Carpenter Bank Partners, Inc., Irvine, California; CCFW, Inc. dba Carpenter

& Company; Carpenter Fund Manager GP, LLC; Carpenter Fund Management

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

BancFund-A, L.P.; and Carpenter Community BancFund-CA, L.P. -- to acquire

shares of Heritage Oaks Bancorp, Paso Robles, and thereby indirectly acquire

Heritage Oaks Bank.

San Francisco

- Approved, February 5, 2014

Chalybeate Springs Corporation, Hughes Springs, Texas, and Hughes Springs

Corporation, Dover, Delaware -- waiver of application to acquire Citizens State

Bank, Tenaha, in connection with its merger with and into Chalybeate Springs's

subsidiary, First National Bank, Hughes Springs.

Dallas

- Granted, February 7, 2014

Haines Financial Corp., Oklahoma City, Oklahoma -- waiver of application for its

subsidiary, Bank 7, Oklahoma City, to acquire The Montezuma State Bank,

Montezuma, Kansas, in connection with Montezuma State Bank's merger with and

into Bank 7.

Kansas City

- Granted, February 3, 2014

H.2 Actions under delegated authority February 2, 2014 to February 8, 2014

(A/C) = Addition or Correction Delegated - 2 of 5
Bank Holding Companies

Heritage Oaks Bancorp, Paso Robles, California -- to merge with Mission

Community Bancorp, San Luis Obispo.

San Francisco

- Approved, February 5, 2014

Home Bancorp, Inc., Lafayette, Louisiana -- waiver of application to acquire Britton

& Koontz Capital Corporation, Natchez, Mississippi, in connection with the merger

of their respective subsidiaries, Home Bank, Lafayette, and Britton & Koontz Bank,

N.A., Natchez.

Atlanta

- Granted, February 7, 2014

Midwest Community Bancshares, Inc., Marion, Illinois -- waiver of application to

acquire First Southern Bancshares, Inc., Carbondale, in connection with the merger

of their respective subsidiaries, The Bank of Marion, Marion, and First Southern

Bank, Carbondale.

St. Louis

- Granted, February 3, 2014

Poage Bankshares, Inc., Ashland, Kentucky -- waiver of application to acquire Town

Square Financial Corporation, Ashland, in connection with the merger of their

respective subsidiaries, Home Federal Savings and Loan Association and Town

Square Bank, Inc.

Cleveland

- Granted, February 7, 2014

H.2 Actions under delegated authority February 2, 2014 to February 8, 2014

(A/C) = Addition or Correction Delegated - 3 of 5
Bank Holding Companies

Strategic Growth Bank Incorporated, El Paso, Texas, and Strategic Growth Bancorp

Incorporated -- to acquire shares of Guardian Mortgage Company, Inc., Richardson,

and thereby engage in extending credit, servicing loans, and engaging under contract

with a third party in asset management, servicing, and collection of assets.

Dallas

- Approved, February 6, 2014

TriState Capital Holdings, Inc., Pittsburgh, Pennsylvania -- to acquire Chartwell

Investment Partners, L.P., Berwyn.

Cleveland

- Approved, February 6, 2014

Bank Mergers

Franklin Synergy Bank, Franklin, Tennessee -- to merge with MidSouth Bank,

Murfreesboro.

Atlanta

- Approved, January 28, 2014

(A/C)

Change in Bank Control

First Bancorp, Inc., Yates City, Illinois -- to retain control of First Bancorp, Inc. and

its subsidiary, Bank of Yates City, Yates City.

Chicago

- Permitted, February 6, 2014

North Valley Bancshares, Inc., Zanesville, Ohio -- to retain control of North Valley

Bancshares, Inc. and its subsidiary, North Valley Bank, Zanesville.

Cleveland

- Permitted, February 3, 2014

H.2 Actions under delegated authority February 2, 2014 to February 8, 2014

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

The Peoples Bank, Pratt, Kansas -- to become a member of the Federal Reserve

System.

Kansas City

- Approved, February 7, 2014

Savings and Loan Holding Companies

Clifton MHC, Clifton, New Jersey -- to convert from mutual to stock form and to

merge with and into Clifton Bancorp, Inc., Clifton; and for Clifton Bancorp, Inc. to

become a savings and loan holding company by acquiring Clifton Savings Bank,

Clifton.

Philadelphia

- Approved, February 6, 2014

H.2 Actions under delegated authority February 2, 2014 to February 8, 2014

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

Federal Reserve Bank of Boston

Filings received during the week ending February 8, 2014

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 February 8, 2014

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

Investment Not applicable

Not applicable

The Bank of New York Mellon, 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.

BANK OF NEW YORK MELLON, 

THE

Newspaper:

Federal Register:

Other Foreign Not applicable

Not applicable

The Bank of New York Mellon, New York, New 

York, on behalf of Mellon Overseas Investment 

Corporation, Greenville, Delaware ("MOIC") to 

amend MOIC's Articles of Association to 

change the location of its home office to New 

York, New York.

BANK OF NEW YORK MELLON, 

THE

* 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 February 8, 2014

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 February 8, 2014

Filer Filing Type Filing Proposal End of Comment Period

NONE

* 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 February 8, 2014

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

The Freedom Bank of Virginia, Fairfax, Virginia, 02/07/2014

to retain a branch at 502 Maple Avenue West, 

Vienna, Virginia.

FREEDOM BANK OF VIRGINIA, 

THE

Newspaper:

Federal Register:

* 4c8

* 18C

02/24/2014

02/28/2014

Southern National Bancorp of Virginia, Inc., 

McLean, Virginia, to acquire 100% of the voting 

securities of Prince George's Federal Savings 

Bank, Upper Marlboro, Maryland. Additionally, 

Sonabank, McLean, Virginia, to merge with 

Prince George's Federal Savings Bank, Upper 

Marlboro, Maryland.

SOUTHERN NATIONAL 

BANCORP OF VIRGINIA, INC.

Newspaper:

Federal Register:

* 18C

Not applicable

Union First Market Bank, Richmond, Virginia, to 03/03/2014

merge with StellarOne Bank, Christiansburg, 

Virginia.

UNION FIRST MARKET 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 February 8, 2014

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3 02/22/2014

03/07/2014

Apollo Bancshares, Inc., Miami, Florida, to 

acquire 100 percent of the outstanding shares of 

First Bank of Miami Shares, Inc., and its 

subsidiary, First Bank of Miami, both of Coral 

Gables, Florida.

APOLLO BANCSHARES, INC.

Newspaper:

Federal Register:

* 3A1 Not available

08/08/2013

Banco De Credito E Inversiones, Empresas Juan 

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

Inversiones Baquio LTDA., Inversiones Nueve 

LTDA., and Administraciones Baquio LTDA., 

all of Santiago, Chile, to become bank holding 

companies by acquiring 100 percent of CM 

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

its subsidiary, City National Bank of Florida, 

Miami, Florida.

BANCO DE CREDITO E 

INVERSIONES S.A.

Newspaper:

Federal Register:

* Branch

Not applicable

IBERIABANK, Lafayette, Louisiana, to 02/15/2014

establish a branch located at the corner of 

Beltway 8 and West Road, Houston, Texas, to 

be known as the Beltway Northwest Branch.

IBERIABANK

Newspaper:

Federal Register:

* SLHC Not available

Formation Not available

John W. Langdale, Jr. Trust, Margaret E. 

Langdale Trust, and Lee L. Mikuta Trust, all of 

Valdosta, Georgia, to become savings and loans 

holding companies by acquiring Lowndes 

Bancshares, Inc., and its subsidiary, Commercial 

Banking Company, both of Valdosta, Georgia.

John W. Langdale, Jr. Trust

Newspaper:

Federal Register:

CIC Not available

Not available

Prior change in control notice filed by Stephen 

Richard Winn, Judith Anderson Winn, Leslie 

W. Sokol, Michelle Stacey Winn, Jason David 

Winn, 3T.D.A., LLC, all of Tallahassee, Florida; 

and Susan Beth Winn, South West Ranches, 

Florida; Edward William Dougherty, Jr., Audrey 

Kay Dougherty, Igler & Dougherty P.A. 401K 

Profit Sharing Plan and Trust (Edward 

Dougherty and George Igler co-trustees), all of 

Tallahassee, Florida; to collectively control 

24.42 percent of the outstanding shares of Pro 

Financial Holdings, Inc., and its subsidiary, 

ProBank, both of Tallahassee, Florida.

PRO FINANCIAL HOLDINGS, 

INC.

Newspaper:

Federal Register:

CIC 02/20/2014

02/12/2014

Prior change in control notice filed by Frank 

Joseph Hanna, Jr., of Summerville, Georgia, to 

acquire up to 9.99 percent of the outstanding 

shares of Urban Trust Holdings, Inc., and its 

subsidiary bank, Urban Trust Bank, both of 

Lake Mary, Florida. Total pro forma ownership 

will be 100 percent.

URBAN TRUST HOLDINGS, INC.

* 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 February 8, 2014

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

Tri-County Bank, Brown City, Michigan, to 02/17/2014

establish a branch at 3433 Capac Road, Capac, 

Michigan.

TRI-COUNTY BANK

* 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 February 8, 2014

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

3A1 Not applicable

Not applicable

Main Street Bancshares, Inc., Benton, Illinois, to 

become a bank holding company by acquiring 

100 percent of Grand Rivers Community Bank, 

Grand Chain, Illinois.

Main Street Bancshares, 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 February 8, 2014

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC 01/28/2014

02/06/2014

The Ardath K. Solsrud 2012 Irrevocable Trust 

dated December 28, 2012, Robb B. Kahl, trustee, 

and The Glenn A. Solsrud 2012 Irrevocable 

Trust dated December 28, 2012, Robb B. Kahl, 

trustee, to each acquire 25% or more of the 

shares of Augusta Financial Corporation, 

Augusta, Wisconsin and thereby gain control 

of Unity Bank, Augusta, Wisconsin.

AUGUSTA FINANCIAL 

CORPORATION

Newspaper:

Federal Register:

CIC 01/28/2014

02/06/2014

The Ardath K. Solsrud 2012 Irrevocable Trust 

dated December 28, 2012, Robb B. Kahl, trustee, 

and The Glenn A. Solsrud 2012 Irrevocable 

Trust dated December 28, 2012, Robb B. Kahl, 

trustee, to each acquire 25% or more of the 

shares of Caprice Corporation, Augusta, 

Wisconsin, and thereby gain control of Unity 

Bank North, Red Lake Falls, Minnesota.

CAPRICE CORPORATION

Newspaper:

Federal Register:

* 3A1 03/01/2014

03/06/2014

Citizens Community Bancorp Inc., Eau Claire, 

Wisconsin, to become a bank holding company 

by acquiring 100 percent of Citizens Community 

Federal National Association, Altoona, 

Wisconsin. Citizens Community Federal intends 

to convert from a federal savings bank to a 

national charter and be renamed Citizens 

Community Federal National Association.

CITIZENS COMMUNITY 

BANCORP, INC.

Newspaper:

Federal Register:

CIC 02/26/2014

02/24/2014

Notice by The Lantz Bank Stock Trust, Lake 

Crystal, Minnesota, and Mr. Matthew W. Lantz, 

as trustee, and individually, Lake Crystal, 

Minnesota, to retain 25% or more of the shares 

of Lake Crystal Bancorporation, Inc., Lake 

Crystal, Minnesota, and thereby indirectly 

retain control of MinnStar Bank National 

Association, Lake Crystal, Minnesota.

LAKE CRYSTAL 

BANCORPORATION, INC.

Newspaper:

Federal Register:

* 3A1 03/05/2014

03/06/2014

Minnesota Community Bancshares, Inc., 

Minneapolis, Minnesota, to become a bank 

holding company by acquiring 100 percent of 

Hartland Bancshares, Inc., Hartland, Minnesota, 

which owns Farmers State Bank of Hartland, 

Hartland, Minnesota.

MINNESOTA COMMUNITY 

BANCSHARES, INC.

Newspaper:

Federal Register:

* 3A3 Not available

02/27/2014

Stearns Financial Services, Inc., Employee Stock 

Ownership Plan, Saint Cloud, Minnesota, to 

retain and acquire additional stock and increase 

its ownership interest up to a maximum of 26% 

of Stearns Financial Services, Inc., Saint Cloud, 

Minnesota, and thereby indirectly increase its 

control of Stearns Bank National Association, 

Saint Cloud, Minnesota, Stearns Bank of 

Upsala, National Association, Upsala, 

Minnesota, and Stearns Bank of Holdingford, 

National Association, Holdingford, Minnesota.

STEARNS FINANCIAL 

SERVICES, INC. EMPLOYEE 

STOCK OWNERSHIP PLAN

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

Federal Reserve Bank of Minneapolis

Filings received during the week ending February 8, 2014

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

02/27/2014

Retroactive change in control notice by the 

Gordon H. Hoffner 2011 Irrevocable Family 

Trust, Hazen, North Dakota (the "Trust") and 

Wayne G. Hoffner, Hazen, North Dakota, 

individually, and as trustee of the Trust, to 

retain control of 25% or more of the shares of 

Union Holding Company, Halliday, North 

Dakota ("Union"), and thereby indirectly 

control The Union Bank, Beulah, North Dakota 

("Bank"). In addition, Lynette Janelle Bjornson, 

Mandan, North Dakota, is filing retroactively to 

retain shares of Union and thereby join the 

Hoffner family shareholder group that controls 

25% or more of Union.

UNION HOLDING COMPANY

* 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 February 8, 2014

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC

Not available

Notice by Tommy J. Lowery, Jeanice F. Lowry, 02/14/2014

Janice K. Slack, and Michael H. Slack, all of 

Oxford, Kansas, as members of the Catlin family 

group, to retain control of Emerald Bank, 

Burden, Kansas.

EMERALD BANK

Newspaper:

Federal Register:

* Branch Not available

Not applicable

First State Bank of Colorado, Hotchkiss, 

Colorado, to establish a branch at 8110 East 

Union Avenue, Suit 125, Denver, Colorado.

FIRST STATE BANK OF 

COLORADO

* 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 February 8, 2014

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

Frost Bank, San Antonio, Texas, to establish a 01/29/2014

branch at 7859 Walnut Hill Lane, Suite C-01, 

Dallas, Texas 75230.

FROST BANK

Newspaper:

Federal Register:

* 3A1 Not available

03/07/2014

McGregor Bancshares, Inc., McGregor, Texas, 

to become a bank holding company by 

acquiring 100 percent of The First National Bank 

of McGregor, McGregor, Texas.

MCGREGOR 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 February 8, 2014

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

Bay Commercial Bank, Walnut Creek, California, 

to merge with Community Bank of San Joaquin, 

Stockton, California, and thereby acquire two 

branch offices.

BAY COMMERCIAL BANK

Newspaper:

Federal Register:

CIC Not available

01/28/2014

Notice of Change in Control by Scott M. 

Browning, Salt Lake City, Utah; Sally W. 

Browning, Salt Lake City, Utah; Gay Browning, 

Salt Lake City, Utah; Diane B. Oblock, 

Richmond, Utah; James M. Browning, Salt Lake 

City, Utah; Eliza R. Browning, Salt Lake City, 

Utah; Hannah B. Oblock, Richmond, Utah; 

Alyson B. Oblock, Richmond, Utah; Jennifer H. 

Kawasaki, Gallatin Gateway, Montana; Christine 

H. Chambers, Tremonton, Utah; The Scott M. 

Browning Living Trust (Scott Browning and 

Sally Browning trustees), The Gay Browning 

Living Trust (Gay Browning and Scott 

Browning Trustees), The Diane B. Oblock 

Living Trust (Diane B. Oblock and Scott M. 

Browning Trustees), The First Utah Irrevocable 

Trust for benefit of Alyson B. Oblock (Alyson 

B. Oblock and Hannah B. Oblock Trustees), 

The First Utah Irrevocable Trust for benefit of 

Hannah B. Oblock (Hannah B. Oblock and 

Alyson B. Oblock Trustees), The First Utah 

Irrevocable Trust for benefit of James M. 

Browning (James M. Browning and Eliza R. 

Browning Trustees), The First Utah Irrevocable 

Trust for benefit of Eliza R. Browning (Eliza R. 

Browning and James M. Browning Trustees), 

The First Utah Irrevocable Trust for benefit of 

Robert T. W. Browning (James M. Browning 

and Eliza R. Browning Trustees), The First Utah 

Irrevocable Trust for benefit of Jennifer H. 

Kawasaki (Jennifer H. Kawasaki and Christine 

H. Chambers Trustees), The First Utah 

Irrevocable Trust for benefit of Christine H. 

Chambers (Christine H. Chambers and Jennifer 

H. Kawasaki Trustees), to acquire and retain 25 

percent or more of the voting shares of First 

Utah Bancorporation,and thereby indirectly 

acquire and retain voting shares of First Utah 

Bank, both of Salt Lake City, Utah.

FIRST UTAH 

BANCORPORATION

Newspaper:

Federal Register:

FBSEA Not available

Not applicable

Taipei Fubon Commercial Bank Co., Ltd, Taipei, 

Taiwan, requests to establish a representative 

office in San Jose, California, pursuant to 

section 211.24(a)(1) of Regulation K.

TAIPEI FUBON COMMERCIAL 

BANK CO., LTD.

* 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