Federal Reserve Release

H.2

Actions of the Board, Its Staff,

and the Federal Reserve Banks;

Applications and Reports Received

No. 2

Week Ending January 11, 2014

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

Board Budget and Compensation -- operating and capital budgets for 2014 and

related compensation actions.

- Approved, December 20, 2013

(A/C)

Office of Inspector General -- 2014 operating and capital budgets.

- Approved, December 2, 2013

(A/C)

Forms

Forms -- final Board review to extend with revision the Interchange Transaction Fees

Surveys: Debit card issuer survey (FR 3064a) and Payment card network survey

(FR 3064b).

- Approved, January 7, 2014

Forms -- final Board review to extend with revision the Domestic Finance Company

Report of Consolidated Assets and Liabilities (FR 2248).

- Approved, January 8, 2014

Monetary and Financial Policy

Term Deposit Facility -- fixed-rate offering of 28-day term deposits with full

allotment of tenders on January 13, 2014.

- Announced, January 8, 2014

Regulations and Policies

Regulation HH (Designated Financial Market Utilities) -- publication for comment

of (1) proposed amendments to the risk-management standards for certain

systemically important financial market utilities, in accordance with the Dodd-Frank

Act, and (2) proposed revisions to part I of the Federal Reserve Policy on Payment

System Risk.

- Approved, January 8, 2014

H.2 Board Actions January 5, 2014 to January 11, 2014

(A/C) = Addition or Correction Board - Page 1 of 2
Reserve Bank Operations

Federal Reserve Bank Budgets -- operating and capital budgets for the Federal

Reserve Banks, Federal Reserve Information Technology, and Office of Employee

Benefits for 2014.

- Approved, December 11, 2013

(A/C)

Enforcement

Commerce Bancshares, Inc., Catoosa, Oklahoma, and Bank of Commerce, Chelsea --

written agreement dated October 26, 2009, terminated December 20, 2013.

- Announced, January 7, 2014

Cornerstone Holding Company, Inc., Fargo, North Dakota -- written agreement dated

May 27, 2011, terminated December 19, 2013.

- Announced, January 7, 2014

Tioga State Bank, Spencer, New York -- issuance of a consent order of assessment of

a civil money penalty.

- Announced, January 9, 2014

TransPecos Banks, Pecos, Texas -- issuance of a consent order of assessment of a

civil money penalty.

- Announced, January 9, 2014

H.2 Board Actions January 5, 2014 to January 11, 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 5, 2014 to January 11, 2014

MA Monetary Affairs

Bank Branches, Domestic

Chemical Bank, Midland, Michigan -- to establish a branch at 114 Commercial

Street, Dowagiac.

Chicago

- Approved, January 7, 2014

Citizens Community Bank, South Hill, Virginia -- to establish a branch at 851 South

Beckford Drive, Henderson, North Carolina.

Richmond

- Approved, January 10, 2014

The Fauquier Bank, Warrenton, Virginia -- to establish a branch at 8780 Centreville

Road, Manassas.

Richmond

- Approved, January 9, 2014

Hometown Bank, Roanoke, Virginia -- to establish a branch at 852 West Main Street,

Salem.

Richmond

- Approved, January 9, 2014

Bank Holding Companies

Aquesta Financial Holdings, Inc., Cornelius, North Carolina -- to become a bank

holding company by acquiring Aquesta Bank, Cornelius.

Richmond

- Withdrawn, January 8, 2014

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

Cistern, LLC, Houston, Texas, and Flatonia Investments, LLC -- to acquire Kovar,

LLC, Houston, and Envoy Mortgage, Ltd., and thereby engage in extending credit

and servicing loans, and in activities related to extending credit.

Dallas

- Withdrawn, January 9, 2014

First Security Bancorp, Searcy, Arkansas -- to increase its ownership of CrossFirst

Holdings, LLC, Leawood, Kansas.

St. Louis

- Approved, January 9, 2014

Mesa Financial Corporation, Sweetwater, Texas -- to acquire South Taylor County

Bancshares, Inc., Tuscola, and thereby acquire First State Bank in Tuscola.

Dallas

- Approved, January 8, 2014

Stonegate Bank, Fort Lauderdale, Florida -- waiver of application to acquire Florida

Shores Bancorp, Inc., Pompano Beach, in connection with the merger of Stonegate

with Florida Shores Bancorp's subsidiaries, Florida Shores Bank-Southeast, Pompano

Beach; Florida Shores Bank-Southwest, Venice; and Florida Shores Service

Company, Clearwater.

Atlanta

- Granted, January 6, 2014

H.2 Actions under delegated authority January 5, 2014 to January 11, 2014

(A/C) = Addition or Correction Delegated - 2 of 4
Bank Mergers

Lake Forest Bank & Trust Company, Lake Forest, Illinois -- to purchase the assets

and assume the liabilities of a branch of Baytree National Bank & Trust Co., Lake

Forest, at 4 East Scranton Avenue, Lake Bluff, and to continue to operate the branch.

Chicago

- Approved, January 9, 2014

Change in Bank Control

Siouxland National Corporation, South Sioux City, Nebraska -- change in bank

control of Siouxland National Corporation and its subsidiary, Siouxland National

Bank, South Sioux City.

Kansas City

- Permitted, January 10, 2014

Valley Bank Shares, Inc., Valley, Nebraska -- to retain control of Valley Bank Shares

and its subsidiary, First Nebraska Bank, Valley.

Kansas City

- Permitted, January 10, 2014

Membership

First National Banking Company, Ash Flat, Arkansas -- to retain membership in the

Federal Reserve System on conversion to a state-chartered bank.

St. Louis

- Approved, January 10, 2014

ONB Bank and Trust Company, Tulsa, Oklahoma -- to become a member of the

Federal Reserve System.

Kansas City

- Approved, January 8, 2014

H.2 Actions under delegated authority January 5, 2014 to January 11, 2014

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

First Carolina Bancshares, M.H.C., Walterboro, South Carolina, and First Federal of

South Carolina, Federal Savings Bank -- to sell certain assets and transfer certain

liabilities of a branch to CresCom Bank, Charleston.

Richmond

- No Objection, December 24, 2013

(A/C)

Metuchen, MHC, Metuchen, New Jersey, and Metuchen Bancorp, Inc. -- to engage

indirectly in real estate investment activities through a subsidiary of Metuchen

Savings Bank, Metuchen.

Philadelphia

- Approved, January 10, 2014

H.2 Actions under delegated authority January 5, 2014 to January 11, 2014

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

Federal Reserve Bank of Boston

Filings received during the week ending January 11, 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:

* 4c8 02/06/2014

02/06/2014

Filing by Rockville Financial, Inc., Rockville, 

Connecticut, to acquire United Financial 

Bancorp and its wholly-owned subsidiary, 

United Bank, FSB, both of West Springfield, 

Massachusetts, pursuant to section 4(c)(8) of 

the Bank Holding Company Act of 1956, as 

amended.

ROCKVILLE FINANCIAL, INC.

* 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 11, 2014

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch Not available

Not applicable

Adirondack Bank, Utica, New York, to establish 

a branch office located at Avenue Plaza, 4697-A 

Commercial Drive, New Hartford, New York.

ADIRONDACK BANK

Newspaper:

Federal Register:

* 3A3 Not available

Not available

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 Not available

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

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 January 11, 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 11, 2014

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

4c8 Not applicable

Not available

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

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 January 11, 2014

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

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.

* 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 January 11, 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:

* Branch Not available

Not applicable

Compass Bank, Birmingham, Alabama, to 

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 available

Not applicable

Compass Bank, Birmingham, Alabama, to 

establish a branch located at 10000 Woodlands 

Parkway, The Woodlands, Texas, to be known 

as the Terramont Branch.

COMPASS BANK

Newspaper:

Federal Register:

CIC 01/23/2014

01/24/2014

First American Bancorp, Athens, Georgia, prior 

change in control notice filed by John 

McLanahan, Jr., Athens, Georgia; The 

McLanahan Children's Irrevocable Trust, 

Athens, Georgia; Margaret Staton, Atlanta, 

Georgia; Clarence McLanahan, II, Athens, 

Georgia; Dorothy Farley, Atlanta, Georgia; John 

McLanahan, III, Athens, Georgia; and Barrett 

McLanahan, Athens, Georgia; to acquire 25 

percent or more of the outstanding shares of 

First American Bancorp, and its subsidiary, First 

American Bank and Trust Company, both of 

Athens, Georgia.

FIRST AMERICAN BANCORP

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

Newspaper:

Federal Register:

* Branch

Not applicable

USAmeriBank, Clearwater, Florida, to establish a 01/15/2014

branch located at 710 East Tarpon Avenue, 

Tarpon Springs, Florida, to be known as the 

Tarpon Springs Branch.

USAMERIBANK

* 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 January 11, 2014

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

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:

* 3A1 Not available

4c8 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

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 January 11, 2014

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 18C

* Branch Not applicable

The Bank of Fayette County, Piperton, 02/09/2014

Tennessee, to purchase certain assets and 

assume certain liabilities of the Brighton and 

Mason, Tennessee branches of Trust Company 

Bank, Memphis, Tennessee.

BANK OF FAYETTE COUNTY, 

THE

Newspaper:

Federal Register:

* 3A3 01/18/2014

02/03/2014

Bank of the Ozarks, Inc., Little Rock, Arkansas, 

to acquire 100 percent of Bancshares, Inc., 

Houston, Texas, and thereby indirectly acquire 

OmniBank, N.A., Houston, Texas.

BANK OF THE OZARKS INC

Newspaper:

Federal Register:

Member Not applicable

Not applicable

Central Bank of Lake of the Ozarks, Osage 

Beach, Missouri, to become a member of the 

Federal Reserve System.

CENTRAL BANK OF LAKE OF 

THE OZARKS

* 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 January 11, 2014

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

Not available

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

Not available

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 Not available

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:

CIC 01/07/2014

01/09/2014

Dawn Crane, Fosston, Minnesota, individually 

and as trustee, and Lorri Skeie-Campbell, Rio 

Rancho, New Mexico, individually and as 

trustee, to retain and acquire 25% or more of the 

shares of Financial Services of Winger, Inc., 

Winger, Minnesota ("FSWI"), and thereby 

indirectly retain and acquire control of Ultima 

Bank Minnesota, Winger, Minnesota. Also, 

Dawn M. Skeie Crane Irrevocable Trust, 

Winger, Minnesota, Dawn Crane, co-trustee, 

and Lorri J. Skeie-Campbell Irrevocable Trust, 

Winger, Minnesota, Lorri Skeie-Campbell, 

co-trustee, to retain voting shares of FSWI and 

thereby remain members of the Skeie family 

shareholder group, which controls 25% or more 

of FSWI.

FINANCIAL SERVICES OF 

WINGER, INC.

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

Federal Reserve Bank of Minneapolis

Filings received during the week ending January 11, 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

Filings received during the week ending January 11, 2014

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

Not available

Change in Control notice by Carol Ann Nelson, 

Baxter, Minnesota, Douglas Bradley Junker, 

Brainerd, Minnesota, and Lee Warren 

Anderson, to acquire control of 25% or more of 

the shares of Timberland Bancorp, Baxter, 

Minnesota, and thereby control First National 

Bank of Buhl, Mountain Iron, Minnesota.

TIMBERLAND BANCORP

* 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 January 11, 2014

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

InterBank, Oklahoma City, Oklahoma, to merge 

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:

* 3A1 01/09/2014

01/10/2014

Millennium Bancshares, Inc., Junction City, 

Kansas, to become a bank holding company 

through the acquisition of 100 percent of the 

voting shares of Millennium Bank, Junction 

City, Kansas.

MILLENNIUM BANCSHARES, 

INC.

Newspaper:

Federal Register:

* 3A3 01/27/2014

02/03/2014

Olney Bancshares of Texas, Inc., Olney, Texas, 

to acquire 100 percent of the voting shares of 

Park Cities Bank, Dallas, Texas.

OLNEY BANCSHARES OF 

TEXAS, INC.

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

Federal Reserve Bank of Kansas City

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Dallas

Filings received during the week ending January 11, 2014

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* SLHC Not available

Acquisition

MHC Minority 

Stock Issuance

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.

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:

* 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 01/13/2014

01/10/2014

Minden Bancorp, Inc., Minden, Louisiana, to 

become a bank holding company by acquiring 

100 percent of MBL Bank, Minden, Louisiana.

MINDEN BANCORP, INC.

Newspaper:

Federal Register:

4c8 Not applicable

01/24/2014

Strategic Growth Bank Incorporated and 

Strategic Growth Bancorp Incorporated, both of 

El Paso, TX, to acquire up to 23.9 percent of 

Guardian Mortgage Company, Inc., Richardson, 

Texas, pursuant to Section 4(c)(8) of the BHC 

Act and Regulation Y, and thereby engage in 

extending credit and servicing loans; and 

engaging under contract with a third party in 

asset management, servicing, and collection of 

assets.

STRATEGIC GROWTH BANK 

INCORPORATED

* 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 11, 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.

Newspaper:

Federal Register:

CIC 01/07/2014

12/26/2013

Change in Bank Control Notice on behalf of 

John Jung Hun Chang, Wellwish Investment 

LLC, Ellis Eunrok Chang, all of Garden Grove, 

California, and Ellen Eunmi Chang, Bellevue, 

Washington, to retain 18.43 percent of U & I 

Financial Corp., and thereby indirect control of 

UniBank, both of Lynnwood, Washington.

U & I FINANCIAL CORP.

* 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