Federal Reserve Release

H.2

Actions of the Board, Its Staff,

and the Federal Reserve Banks;

Applications and Reports Received

No. 3

Week Ending January 18, 2014

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

Physical Commodities Activities -- statement by Michael S. Gibson, director,

Division of Banking Supervision and Regulation, before a subcommittee of the

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

supervision of financial institutions engaged in physical commodities activities.

- Published, January 15, 2014

Forms

Forms -- initial Board review (1) to extend with revision the Ad Hoc Payments

Systems Survey (FR 3054a), Currency Functionality Survey (FR 3054d), and

Consolidated Financial Statements for Holding Companies (FR Y-9C) and (2) to

extend without revision the Currency Quality Sampling Survey (FR 3054b),

Currency Quality Survey (FR 3054c), Annual Daylight Overdraft Capital Report for

U.S. Branches and Agencies of Foreign Banks (FR 2225), Report of Net Debit Cap

(FR 2226), Parent Company Only Financial Statements for Large Holding

Companies (FR Y-9LP), Parent Company Only Financial Statements for Small

Holding Companies (FR Y-9SP), Financial Statements for Employee Stock

Ownership Plan Holding Companies (FR Y-9ES), and Supplement to the

Consolidated Financial Statements for Holding Companies (FR Y-9CS).

- Proposed, January 13, 2014

Personnel

Division of Banking Supervision and Regulation -- appointment of Constance

Horsley as assistant director and Fang Du and John Beebe as advisers.

- Approved, January 17, 2014

H.2 Board Actions January 12, 2014 to January 18, 2014

(A/C) = Addition or Correction Board - Page 1 of 2
Regulations and Policies

Physical Commodities Activities -- advance notice of proposed rulemaking

requesting comment on various issues related to physical commodity activities

conducted by financial holding companies and the restrictions imposed on these

activities to ensure they are conducted in a safe and sound manner, consistent with

applicable law.

- Approved, January 13, 2014

Trust Preferred Securities -- interagency interim final rule, with request for comment,

to permit banking entities to retain interests in pooled investment vehicles that meet

certain criteria and are backed primarily by trust preferred securities issued by

community banking organizations.

- Approved, January 14, 2014

Enforcement

First Southwest Bancorporation, Inc., Alamosa, Colorado -- written agreement dated

October 20, 2010, terminated January 9, 2014.

- Announced, January 14, 2014

H.2 Board Actions January 12, 2014 to January 18, 2014

(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

January 12, 2014 to January 18, 2014

MA Monetary Affairs

Bank Branches, Domestic

First Farmers Bank & Trust, Converse, Indiana -- to establish a branch at 101 West

Sycamore Street, Kokomo.

Chicago

- Approved, January 17, 2014

First State Bank Nebraska, Lincoln, Nebraska -- to establish a mobile branch for

Lancaster County and surrounding counties.

Kansas City

- Approved, January 15, 2014

Bank Holding Companies

Duke Financial Group, Inc., Minneapolis, Minnesota -- to engage de novo in

extending credit and servicing loans.

Minneapolis

- Approved, January 14, 2014

Grand Bancorp, Inc., Grove, Oklahoma -- to become a bank holding company by

acquiring Grand Savings Bank, Grove.

Kansas City

- Approved, January 17, 2014

Hamilton State Bancshares, Inc., Hoschton, Georgia -- to merge with Cherokee

Banking Company, Canton, and thereby acquire Cherokee Bank, N.A.

Atlanta

- Approved, January 17, 2014

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

LCNB Corp., Lebanon, Ohio -- waiver of application to acquire Eaton National Bank

and Trust Company, Eaton, in connection with its merger with and into LCNB

Corp.'s subsidiary, LCNB National Bank, Lebanon.

Cleveland

- Granted, January 17, 2014

Millennium Bancshares, Inc., Junction City, Kansas -- to become a bank holding

company by acquiring Millennium Bank, Junction City.

Kansas City

- Approved, January 16, 2014

Banks, Foreign

Wing Lung Bank, Ltd., Hong Kong SAR, People's Republic of China -- to establish

branches in San Francisco and Alhambra, California.

Director, BS&R

- Approved, January 13, 2014

Banks, Nonmember, and Miscellaneous Institutions

Warburg Pincus Private Equity X, L.P., New York, New York, et al. -- relief from

certain commitments.

Director, BS&R

- Granted, January 13, 2014

H.2 Actions under delegated authority January 12, 2014 to January 18, 2014

(A/C) = Addition or Correction Delegated - 2 of 5
Change in Bank Control

First Bancorp, Inc., Russell Springs, Kentucky -- change in bank control of First

Bancorp, Inc., and its subsidiaries, The First National Bank of Russell Springs,

Russell Springs, and Citizens Bank & Trust Company, Campbellsville.

St. Louis

- Permitted, January 17, 2014

Merchants and Farmers Bancshares, Inc., Eutaw, Alabama -- to retain control of

Merchants and Farmers Bancshares, Inc., and its subsidiary, Merchants & Farmers

Bank of Greene County, Eutaw.

Atlanta

- Permitted, January 13, 2014

New Peoples Bankshares, Inc., Honaker, Virginia -- change in bank control of New

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

Richmond

- Permitted, January 13, 2014

South Georgia Bank Holding Company, Omega, Georgia -- to retain control of South

Georgia Bank Holding Company and its subsidiary, South Georgia Banking

Company, Omega.

Atlanta

- Permitted, January 17, 2014

Townsend Holding Company, Grove, Oklahoma -- change in bank control of

Townsend Holding Company and its subsidiary, Bank of Grove, Grove.

Kansas City

- Permitted, January 14, 2014

H.2 Actions under delegated authority January 12, 2014 to January 18, 2014

(A/C) = Addition or Correction Delegated - 3 of 5
Extensions of Time

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

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

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

Chicago

- Granted, January 17, 2014

Financial Holding Companies

Banc of California, Inc., Irvine, California -- election to become a financial holding

company.

San Francisco

- Effective, January 17, 2014

Farmers & Merchants Bancorp of Western Pennsylvania, Inc., Kittanning,

Pennsylvania -- election to become a financial holding company.

Cleveland

- Effective, January 14, 2014

Membership

Central Bank of Lake of the Ozarks, Osage Beach, Missouri -- to become a member

of the Federal Reserve System.

St. Louis

- Approved, January 15, 2014

H.2 Actions under delegated authority January 12, 2014 to January 18, 2014

(A/C) = Addition or Correction Delegated - 4 of 5
Savings and Loan Holding Companies

The GMDK Trust fbo Christopher J. Keyland, Fort Worth, Texas; The GMDK Trust

fbo Kathryn J. Roberts; The JLD/GMDK Irrevocable Asset Trust fbo Christopher J.

Keyland; The JLD/GMDK Irrevocable Asset Trust fbo Kathryn J. Roberts; The

JLD-Christopher J. Keyland Descendant Trust #3; The JLD-Kathryn J. Roberts

Descendant Trust #4; The JSD-Christopher J. Keyland Descendant Trust #3; and The

JSD-Kathryn J. Roberts Descendant Trust #4 -- to become savings and loan holding

companies by acquiring interests in First Western Mortgage Corporation, Fort Worth;

Colonial Holding Company; and, indirectly, Colonial Savings, FA.

Dallas

- Approved, January 15, 2014

H.2 Actions under delegated authority January 12, 2014 to January 18, 2014

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

Federal Reserve Bank of Boston

Filings received during the week ending January 18, 2014

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch Not available

Not applicable

Application by East Cambridge Savings Bank, 

Cambridge, Massachusetts, to establish a 

full-service branch at 9 Playstead Road, 

Medford, Massachusetts, pursuant to Section 

208.6 of Regulation H.

EAST CAMBRIDGE SAVINGS 

BANK

Newspaper:

Federal Register:

Member Not applicable

Not applicable

Application by Mansfield Co-Operative Bank, 

Mansfield, Massachusetts, to become a member 

of the Federal Reserve System pursuant to 

section 9 of the Federal Reserve Act and 

section 208.3 of Regulation H.

MANSFIELD CO-OPERATIVE 

BANK

Newspaper:

Federal Register:

Member Not applicable

Not applicable

Application by Profile Bank, Rochester, New 

Hampshire, to become a member of the Federal 

Reserve System pursuant to section 9 of the 

Federal Reserve Act and section 208.3 of 

Regulation H.

PROFILE 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 January 18, 2014

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

Adirondack Bank, Utica, New York, to establish 01/27/2014

a branch office located at Avenue Plaza, 4697-A 

Commercial Drive, New Hartford, New York.

ADIRONDACK BANK

Newspaper:

Federal Register:

* 3A3 Not available

02/10/2014

The Adirondack Trust Company Employee 

Stock Ownership Trust, Saratoga Springs, New 

York, to acquire fifty additional shares of 473 

Broadway Holding Corporation and two 

thousand additional shares of The Adirondack 

Trust Company, both of Saratoga Springs, New 

York.

ADIRONDACK TRUST 

COMPANY EMPLOYEE STOCK 

OWNERSHIP TRUST, THE

Newspaper:

Federal Register:

* 3A1 01/22/2014

02/03/2014

New Investors Bancorp, Inc., Short Hills, New 

Jersey, to become a bank holding company by 

acquiring 100 percent of Investors Bank, Short 

Hills, New Jersey.

NEW INVESTORS BANCORP, 

INC.

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

Federal Reserve Bank of New York

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

 645317 ADIRONDACK TC, SARATOGA SPRINGS, NEW YORK 04/29/2013 01/13/2014 S Int Sm Bank

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 January 18, 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 January 18, 2014

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

4c8 Not applicable

02/03/2014

Notice by TriState Capital Holdings, Inc., 

Pittsburgh, PA to acquire Chartwell Investment 

Partners, L.P., Berwyn, PA pursuant to section 

4(c)(8) of the Bank Holding Company Act and 

the non expedited procedures in section 225.24 

of Regulation Y

TRISTATE CAPITAL HOLDINGS, 

INC

* 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

 2668598 PORTAGE CMNTY BK, RAVENNA, OHIO 09/30/2013 12/17/2013 O Small Bank

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 January 18, 2014

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

John Marshall Bank, Reston, Virginia, to 02/03/2014

establish a branch at 1330 New Hampshire Ave, 

NW, Washington, DC.

JOHN MARSHALL BANK

Newspaper:

Federal Register:

CIC 02/01/2014

01/24/2014

Mr. Randolph Gillespie Rogers, Hartsville, 

South Carolina, to acquire up to 12.67% of the 

outstanding shares of Regional Bankshares, 

Inc., Hartsville, South Carolina.

REGIONAL BANKSHARES, INC.

Newspaper:

Federal Register:

* Branch

Not applicable

Virginia Partners Bank, Fredericksburg, Virginia, 02/01/2014

to establish a branch at 115 E. Charles Street, La 

Plata, Maryland.

VIRGINIA PARTNERS 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

 813572 CECIL BK, ELKTON, MARYLAND 09/16/2013 12/19/2013 S Int Sm Bank

 2652092 EAGLEBANK, BETHESDA, MARYLAND 09/09/2013 01/13/2014 S Large Bank

 619327 FARMERS BK WINDSOR VA, WINDSOR, VIRGINIA 04/22/2013 12/17/2013 S Int Sm Bank

 534774 VA COMMONWEALTH BK, PETERSBURG, VIRGINIA 10/07/2013 01/08/2014 S Small Bank

 3374298 VIRGINIA HERITAGE BK, VIENNA, VIRGINIA 12/10/2012 12/12/2013 S Int Sm Bank

 3688623 VIRGINIA PTNR BK, FREDERICKSBURG, VIRGINIA 09/23/2013 01/01/2014 S Small Bank

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 January 18, 2014

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 Not available

08/08/2013

Banco De Credito E Inversiones, Empresas Juan 

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

Inversiones Baquio LTDA., Inversiones Nueve 

LTDA., and Administraciones Baquio LTDA., 

all of Santiago, Chile, to become bank holding 

companies by acquiring 100 percent of CM 

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

its subsidiary, City National Bank of Florida, 

Miami, Florida.

BANCO DE CREDITO E 

INVERSIONES S.A.

Newspaper:

Federal Register:

CIC 02/01/2014

02/04/2014

CBM Holdings Qualified Family, L.P., Toronto, 

Ontario, Canada, and the general partner, 

Marcelo Faria de Lima, São Paulo, Brazil, to 

acquire up to 46.62 percent of the outstanding 

shares of common stock of C1 Financial, Inc., 

and its subsidiary, C1 Bank, both of St. 

Petersburg, Florida.

C1 FINANCIAL, INC.

Newspaper:

Federal Register:

* Branch

Not applicable

Compass Bank, Birmingham, Alabama, to 01/20/2014

establish a branch located at 8100 Research 

Forest Drive, The Woodlands, Texas, known as 

the Alden Bridge Branch.

COMPASS BANK

Newspaper:

Federal Register:

* Branch

Not applicable

Compass Bank, Birmingham, Alabama, to 01/20/2014

establish a branch located at 10000 Woodlands 

Parkway, The Woodlands, Texas, to be known 

as the Terramont Branch.

COMPASS BANK

Newspaper:

Federal Register:

* 3A1 Not available

01/17/2014

First Florida Bancorp, Inc., to become a bank 

holding company by acquiring 100 percent of 

the outstanding shares of First Florida Bank, 

both of Destin, Florida.

FIRST FLORIDA BANCORP, INC.

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

Franklin Synergy Bank, Franklin, Tennessee, to 

merge with MidSouth Bank, Murfreesboro, 

Tennessee.

FRANKLIN SYNERGY BANK

* 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

 675332 SUNTRUST BK, ATLANTA, GEORGIA 03/11/2013 01/08/2014 S Large Bank

 3536407 USAMERIBANK, LARGO, FLORIDA 04/01/2013 01/09/2014 S Int Sm Bank

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 January 18, 2014

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 18C

* Branch Not applicable

Baylake Bank, Sturgeon Bay, Wisconsin, to 01/13/2014

purchase certain assets and assume certain 

liabilities of a branch, located at 333 South 

Nicolet Road, Appleton, Wisconsin of 

Community Bank & Trust, Sheboygan, 

Wisconsin.

BAYLAKE BANK

Newspaper:

Federal Register:

* Branch Not available

Not applicable

Farmers & Merchants Bank, Berlin, Wisconsin, 

to establish a branch facility located at 663 

Broadway Street, Berlin, Wisconsin.

FARMERS & MERCHANTS 

BANK, THE

Newspaper:

Federal Register:

CIC 01/27/2014

01/02/2014

The George Breckenridge Family Trust, with 

Maureen Breckenridge as trustee, and Maureen 

Breckenridge as trustee of the George 

Breckenridge Family Trust and the Maureen 

Breckenridge Trust, individually, and the 

George Breckenridge Family Trust, the Maureen 

Breckenridge Trust, and Maureen Breckenridge 

as trustee of the George Breckenridge Family 

Trust and the Maureen Breckenridge Trust, all 

of Yates City, Illinois, together as a group acting 

in concert, to retain control of 25 percent or 

more of the voting shares of First Bancorp, Inc., 

and thereby indirectly retain control of Bank of 

Yates City, both of Yates City, Illinois.

FIRST BANCORP, INC.

Newspaper:

Federal Register:

* Branch

Not applicable

Notice by First Farmers Bank and Trust, 01/05/2014

Converse, Indiana, to establish a branch located 

at 101 West Sycamore, Kokomo, Indiana.

FIRST FARMERS BANK & 

TRUST

Newspaper:

Federal Register:

* 3A1

4c8

01/21/2014

01/17/2014

Mid Illinois Bancorp, Inc., Employee Stock 

Ownership Plan, Peoria, Illinois, to become a 

bank holding company by acquiring at least 30 

percent of Mid Illinois Bancorp, Inc., Peoria, 

Illinois, and thereby acquire control of South 

Side Trust and Savings Bank, Peoria, Illinois. 

ESOP also requests permission to engage in 

extending credit and servicing loans pursuant to 

Section 225.28(b)(1) of Regulation Y.

MID ILLINOIS BANCORP, INC. 

EMPLOYEE STOCK OWNERSHIP 

PLAN

Newspaper:

Federal Register:

* Branch Not available

Not applicable

The Northern Trust Company, Chicago, Illinois, 

to establish a branch located at 301 Commerce 

Street, Fort Worth, Texas.

NORTHERN TRUST COMPANY, 

THE

* 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

 813947 ALPINE B&TC, ROCKFORD, ILLINOIS 07/08/2013 01/04/2014 S Int Sm Bank

 546544 CENTRAL BK, STORM LAKE, IOWA 09/03/2013 01/05/2014 S Int Sm Bank

 542649 CHEMICAL BK, MIDLAND, MICHIGAN 08/26/2013 01/14/2014 O Large Bank

 759045 FIRST EAGLE BK, HANOVER PARK, ILLINOIS 09/16/2013 01/14/2014 O Int Sm Bank

 715144 GRUNDY BK, MORRIS, ILLINOIS 09/03/2013 12/29/2013 S Small Bank

 2339795 LIBERTYVILLE B&TC, LIBERTYVILLE, ILLINOIS 10/01/2012 12/23/2013 S Large Bank

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 January 18, 2014

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3 02/16/2014

02/14/2014

Cabool State Bank Employees Stock Ownership 

Plan, Cabool, Missouri to acquire up to an 

additional 300 shares or 2.13 percent (for control 

of 31.30 percent)of voting shares of Cabool 

Bancshares, Inc., Cabool, Missouri, and thereby 

increase its indirect control of Cabool State 

Bank, Cabool, Missouri.

CABOOL STATE BANK 

EMPLOYEE STOCK OWNERSHIP 

PLAN

Newspaper:

Federal Register:

Member Not applicable

Not applicable

First State Bank of Warren, Warren, Arkansas, 

to become a member of the Federal Reserve 

System.

FIRST STATE BANK OF 

WARREN

* 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

 266945 MONTICELLO BKG CO, MONTICELLO, KENTUCKY 09/09/2013 01/10/2014 S Int Sm Bank

 272272 SOUTHERN BK, POPLAR BLUFF, MISSOURI 09/23/2013 01/02/2014 S Int Sm Bank

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 January 18, 2014

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

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 Not available

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:

* 3A3 02/15/2014

02/03/2014

Central Bancshares, Inc., Golden Valley, 

Minnesota, to acquire 100 percent of First 

Financial Holdings, Golden Valley, Minnesota, 

and thereby indirectly acquire First National 

Bank and Trust, Barron, Wisconsin.

CENTRAL BANCSHARES, INC.

Newspaper:

Federal Register:

* Branch

Not applicable

Dacotah Bank, Aberdeen, South Dakota, to 01/31/2014

establish a de novo branch facility to be located 

at 2510 8th Avenue Southwest, Jamestown, 

North Dakota.

DACOTAH BANK

Newspaper:

Federal Register:

CIC

Not available

Notice by Gloria S. Sundquist, Cut Bank, 02/05/2014

Montana, to retain control of 10% or more of the 

voting shares of Dutton Bancorporation, Inc., 

Dutton, Montana, and thereby indirectly retain 

control of Dutton State Bank, Dutton, Montana. 

In addition, Carl E. Sundquist, Cut Bank, 

Montana; Mary Lou Gordon, Great Falls, 

Montana; and Carrie L. Vollrath, Conrad, 

Montana, to retain voting shares of Dutton 

Bancorporation, Inc., and thereby remain 

members of the Sundquist Family Group, which 

contols 10% or more of Dutton Bancorporation, 

Inc., Dutton, Monana. 

Notice by Mark Stephens, Dutton, Montana; 

Chris Stephens, Great Falls, Montana; Andrea 

S. Swing, Manhattan, Montana; and Tyler 

Stephens, Augusta, Montana, as a group acting 

in concert with Robert E. Stephens and Robert 

Stephens, Jr., to retain voting shares of Dutton 

Bancorporation, Inc. The Stephens Family 

Group controls 10% or more of Dutton 

Bancorporation, Inc., Dutton, Montana, which 

owns Dutton State Bank, Dutton, Montana.

DUTTON BANCORPORATION, 

INC.

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

Federal Reserve Bank of Minneapolis

Filings received during the week ending January 18, 2014

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

01/24/2014

Change in Control notice by Mary Kathryn 

Fleming, Shorewood, Wisconsin, to acquire 

control of 10% or more of the shares of 

Headwaters Bancorp, Inc., Land O' Lakes, 

Wisconsin and thereby control Headwaters 

Bank, Land O' Lakes, Wisconsin. Also Jerry L. 

Olk, Land O' Lakes, Wisconsin, individually and 

as trustee, Jerry L. Olk Revocable Trust, Land 

O'Lakes, Wisconsin; Thomas L. Olk, Stevens 

Point, Wisconsin, individually and as trustee, 

and Elise E. Olk, Stevens Point, Wisconsin, 

individually and as trustee, Thomas L. & Elise E. 

Olk Revocable Trust, Stevens Point, Wisconsin; 

Susan Joanne Olk, San Francisco, California, 

individually and as trustee, Susan Joanne Olk 

Revocable Trust, San Francisco, California; R. 

Joseph Olk Irrevocable Trust, James Fogle, 

trustee, both of St. Louis, Missouri; Hillary Olk 

Dutcher, St. Louis, Missouri; Nathaniel Wood 

Olk, Chesterfield, Missouri; and Molly Wellborn 

Olk, Boulder, Colorado, to acquire or retain 

shares of Headwaters Bancorp., Inc., Land O' 

Lakes, Wisconsin, and thereby become or 

remain members of the Olk family control group, 

which controls 25% or more of the shares of 

Headwaters Bancorp., Inc., Land O' Lakes, 

Wisconsin.

HEADWATERS BANCORP, INC.

Newspaper:

Federal Register:

CIC Not available

01/28/2014

Shirley R. Borgerding, Belgrade, Minnesota, 

individually and as part of the Borgerding 

Family Group acting in concert, to retain 25 

percent or more of the shares and thereby 

control of NASB Shares, Inc., Belgrade, 

Minnesota, and thereby indirectly retain control 

of North American State Bank, Belgrade, 

Minnesota. In addition, the Shirley R. 

Borgerding Trust, the George N. Borgerding 

Trust, and Marjorie Borgerding as trustee of the 

James R. Borgerding Trust of 1994, intend to 

apply to the Federal Reserve Board for 

permission to join the Borgerding Family Group. 

The Borgerding Family Group includes Shirley 

R. Borgerding; George N. Borgerding, Belgrade, 

Minnesota; the Shirley R. Borgerding Trust and 

its co-trustees, George and Shirley Borgerding; 

the George N. Borgerding Trust and its 

co-trustees, George and Shirley Borgerding; 

Brian Borgerding, Belgrade, Minnesota; Paul 

Borgerding; Willmar, Minnesota; The James R. 

Borgerding Trust of 1994 and its trustee, 

Marjorie Borgerding, Fort Worth, Texas; Mary 

Gerding, Chicago, Illinois; and the Mark E. 

Borgerding Trust and its trustee, Mark E. 

Borgerding, Belgrade, Minnesota.

NASB SHARES, 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

 920854 PIONEER BK, MAPLETON, MINNESOTA 08/26/2013 12/09/2013 S Small Bank

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 January 18, 2014

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 18C

* Branch Not applicable

InterBank, Oklahoma City, Oklahoma, to merge 01/13/2014

with Park Cities Bank, Dallas, Texas, and 

incident thereto, to establish branches in 

Dallas(3), and Fort Worth, all in Texas.

INTERBANK

Newspaper:

Federal Register:

* Branch

Not applicable

Northstar Bank of Colorado, to establish a 01/28/2014

branch at 6654 Timberline Road, both in 

Highlands Ranch, Colorado.

NORTHSTAR BANK OF 

COLORADO

Newspaper:

Federal Register:

CIC Not available

Not available

Notice by Beth Ann Niketas, Plano, Texas; and 

Brian Shipp, Idabel, Oklahoma; as individuals, 

members of the Shipp family group, and/or as 

trustees of the following trusts: the Mackenzie 

Shipp Trust, the Harrison Shipp Trust, the 

Shelby Niketas Trust, the Craig Holman Trust, 

the Alec Niketas Trust, the John Niketas Trust, 

and the Kathryn Holman Trust, all of Idabel, 

Oklahoma (all of which were created under the 

Shipp Grandchildren Irrevocable Trust 

Agreement of 1996); to retain control of 

Southeast Capital Corporation, parent of Idabel 

National Bank, both in Idabel, Oklahoma.

SOUTHEAST CAPITAL 

CORPORATION

Newspaper:

Federal Register:

* 3A3 02/07/2014

02/13/2014

Tulsa Valley Bancshares Corporation, Tulsa, 

Oklahoma, to acquire 100 percent of the voting 

shares of Lake Bancshares Corporation, 

Owassa, Oklahoma, parent of Bank of the Lakes, 

N.A., Owasso, Oklahoma.

TULSA VALLEY BANCSHARES 

CORPORATION

* 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

 255556 CITIZENS B&TC OF ARDMORE, ARDMORE, OKLAHOMA 10/07/2013 01/06/2014 S Small Bank

 957757 COMMUNITY B&TC, NEOSHO, MISSOURI 09/16/2013 12/20/2013 S Small Bank

 139656 EQUITY BK, ANDOVER, KANSAS 09/09/2013 12/19/2013 S Int Sm Bank

 361354 GRANT CTY BK, MEDFORD, OKLAHOMA 09/30/2013 12/26/2013 S Small Bank

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 January 18, 2014

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* SLHC 

Acquisition

MHC Minority 

Stock Issuance

01/06/2014

12/23/2013

AF Mutual Holding Company and Alamogordo 

Financial Corp., both of Alamogordo, New 

Mexico, to acquire by merger, Bank 1440, 

Phoenix, Arizona; and Alamogordo Financial 

Corp., to conduct a minority stock issuance, 

pursuant to Section 10 of the Home Owners' 

Loan Act and Section 239.24 of Regulation MM, 

respectively.

AF MUTUAL HOLDING 

COMPANY

Newspaper:

Federal Register:

* Branch Not available

Not applicable

Frost Bank, San Antonio, Texas, to establish a 

branch located at 12700 Hill Country Blvd., Suite 

150, Bee Cave, Texas 78738.

FROST BANK

Newspaper:

Federal Register:

* Branch Not available

Not applicable

Frost Bank, San Antonio, Texas, to establish a 

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

Dallas, Texas 75230.

FROST BANK

Newspaper:

Federal Register:

* 3A5 Not available

02/07/2014

Independent Bank Group, Inc., McKinney, 

Texas, to acquire by merger 100 percent of BOH 

Holdings, Inc., and indirectly acquire Bank of 

Houston, both of Houston, Texas.

INDEPENDENT BANK GROUP, 

INC.

Newspaper:

Federal Register:

* 3A1 Not available

Not available

SSB Bancshares, Inc., Anahuac, Texas, to 

become a bank holding company by acquiring 

100 percent of Security State Bank, Anahuac, 

Texas.

SSB 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 January 18, 2014

Filer Filing Type Filing Proposal End of Comment Period

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

 2562164 COASTAL CMNTY BK, EVERETT, WASHINGTON 09/16/2013 01/06/2014 S Int Sm Bank

 871769 FARMERS & MRCH BK, LONG BEACH, CALIFORNIA 09/03/2013 12/23/2013 S Large Bank

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act