Federal Reserve Release

H.2

Actions of the Board, Its Staff,

and the Federal Reserve Banks; 

Applications and Reports Received

No. 23 

Week Ending June 9, 2012

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 regarding the Federal Reserve's 

implementation of the Dodd-Frank Act.

- Published, June 6, 2012

Economic Outlook and Policy -- statement by Chairman Bernanke before the Joint 

Economic Committee of the U.S. Congress on the economic outlook and economic 

policy.

- Published, June 7, 2012

Banking Supervision & Regulation

Supervisory Coordination -- memorandum of understanding to clarify the 

coordination of supervisory activities by the Board, Consumer Financial Protection 

Bureau, Federal Deposit Insurance Corporation, National Credit Union 

Administration, and Office of the Comptroller of the Currency under the Dodd-Frank 

Act.

- Announced, June 4, 2012

Regulations and Policies

Capital Rules -- (1) request for public comment on proposed rules to enhance 

risk-based capital requirements and (2) final rule on market risk capital requirements.

- Approved, June 7, 2012

Enforcement

Mariner's Bancorp, Edgewater, New Jersey -- written agreement with the Federal 

Reserve Bank of New York.

- Announced, June 5, 2012

H.2 Board Actions June 3, 2012 to June 9, 2012

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

Paradise Bank, Boca Raton, Florida -- written agreement dated April 16, 2010, 

terminated May 30, 2012.

- Announced, June 5, 2012

H.2 Board Actions June 3, 2012 to June 9, 2012

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

BS&R

C&CA

FOMC

Banking Supervision and Regulation

Consumer and Community Affairs

Federal Open Market Committee

RBOPS Reserve Bank Operations and Payment Systems

IF International Finance

June 3, 2012 to June 9, 2012

MA Monetary Affairs

Bank Branches, Domestic

Arvest Bank, Fayetteville, Arkansas -- to establish a branch at the southwest corner 

of Township Street and College Avenue, Fayetteville.

St. Louis

- Approved, June 5, 2012

The Community Bank of East Tennessee, Clinton, Tennessee -- to establish branches 

at 1499 North Mt. Juliet Road, Mt. Juliet, and at 403 South Lowry Street, Smyrna.

Atlanta

- Approved, June 8, 2012

The F&M Bank & Trust Company, Tulsa, Oklahoma -- to establish a branch at

5840 Northwest Highway, Dallas, Texas.

Kansas City

- Approved, June 8, 2012

Bank Holding Companies

Coastway Bancorp, MHC, Cranston, Rhode Island, and Coastway Bancorp, LLC -- 

to become a mutual bank holding company and a stock bank holding company, 

respectively, by acquiring Coastway Community Bank, Cranston; and elections by 

Coastway MHC and Coastway LLC to become financial holding companies.

Boston

- Approved, June 4, 2012

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

Farmers Bancshares, Inc., Hardinsburg, Kentucky -- to engage in lending activities 

through the purchase of loans from its subsidiary bank, Farmers Bank, Hardinsburg.

St. Louis

- Approved, June 6, 2012

GNB Bancorporation, Grundy Center, Iowa -- waiver of application to acquire First 

State Bank, Manchester, in connection with the merger of First State Bank with and 

into GNB Bancorporation's subsidiary bank, GNB Bank, Grundy Center.

Chicago

- Granted, June 5, 2012

Bank Mergers

Five Star Bank, Warsaw, New York -- to purchase certain assets and assume certain 

liabilities of First Niagara Bank, N.A., Buffalo.

New York

- Approved, June 6, 2012

Texas First Bank, Texas City, Texas -- to merge with Houston Business Bank, 

Houston, and to establish a branch 1535 West Loop South.

Dallas

- Approved, June 4, 2012

Texas First Bank, Texas City, Texas -- to merge with Texas Coastal Bank, Pasadena, 

and to establish branches. 

Dallas

- Approved, June 8, 2012

H.2 Actions under delegated authority June 3, 2012 to June 9, 2012

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

First Bancorp of Indiana, Inc., Evansville, Indiana -- change in bank control of First 

Bancorp and its subsidiary bank, First Federal Savings Bank, Evansville.

St. Louis

- Permitted, June 4, 2012

Ixonia Bancshares, Inc., Ixonia, Wisconsin -- change in bank control of Ixonia 

Bancshares and its subsidiary bank, ISB Community Bank, Ixonia.

Chicago

- Permitted, June 7, 2012

MNB Bancorp, Milford, Massachusetts -- change in bank control of MNB Bancorp 

and its subsidiary bank, The Milford National Bank and Trust Co., Milford.

Boston

- Permitted, June 7, 2012

Extensions of Time

Centennial Bank, Conway, Arkansas -- extension to September 1, 2012, to establish a 

mobile branch in Wakulla County, Florida.

St. Louis

- Granted, June 7, 2012

Centennial Bank, Conway, Arkansas -- extension to October 1, 2012, to establish a 

mobile branch serving the Florida counties of Bay, Calhoun, Franklin, Gulf, Lake, 

Leon, Liberty, Orange, and Seminole.

St. Louis

- Granted, June 7, 2012

H.2 Actions under delegated authority June 3, 2012 to June 9, 2012

(A/C) = Addition or Correction Delegated - 3 of 4
Extensions of Time

Leveraged Lending -- commenters' requests to extend the comment period on the 

proposed interagency guidance on leveraged lending.

Secretary

- Denied, June 4, 2012

Financial Holding Companies 

Triumph Consolidated Cos., LLC, Dallas, Texas -- election to become a financial 

holding company.

Dallas

- Effective, June 8, 2012

Membership

The First National Bank of Ipswich, Ipswich, Massachusetts -- to become a member 

of the Federal Reserve System.

Boston

- Approved, June 8, 2012

H.2 Actions under delegated authority June 3, 2012 to June 9, 2012

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

Federal Reserve Bank of Boston

Filings received during the week ending June 9, 2012

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 June 9, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

Not available

Notice by Muhammad Habib to retain a 

controlling interest in Maham 

Beteiligungsgessellschaft AG, Zurich, 

Switzerland, and thereby indirectly retain 

control of Habib American Bank, New York, 

New York.

MAHAM 

BETEILIGUNGSGESELLSCHAFT 

AG

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

Federal Reserve Bank of New York

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act
District: 3

Federal Reserve Bank of Philadelphia

Filings received during the week ending June 9, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* SLHC Not available

Formation

* MHC 

Conversion

07/05/2012

Malvern Federal Mutual Holding Company, 

Paoli, PA, proposes to convert to stock form 

and merge with Malvern Bancorp, Inc., Paoli, 

PA, which proposes to become a savings and 

loan holding company by acquiring 100 percent 

of Malvern Federal Savings Bank, Paoli, PA.

MALVERN BANCORP, INC

Newspaper:

Federal Register:

* MHC Not available

Conversion

* SLHC 

Formation

Not available

Northfield Bancorp, MHC, Staten Island, NY, 

proposes to convert to a stock form and merger 

with and into Northfield Bancorp, Inc., 

Woodbridge, NJ, which proposes to become a 

savings and loan holding company by acquiring 

Northfield Bank, Staten Island, NY.

NORTHFIELD BANCORP, INC

Newspaper:

Federal Register:

CIC Not available

09/21/2011

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

Financial Partners, L.P., Patriot Financial 

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

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

Patriot Financial Manager, LLC. and Messrs. Ira 

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

all of Philadelphia, Pennsylvania, to purchase 

up to 24.9 percent of Porter Bancorp, Inc., 

Louisville, KY.

PATRIOT FINANCIAL 

PARTNERS LP

Newspaper:

Federal Register:

* MHC Not available

Conversion

* SLHC 

Formation

07/09/2012

Polonia MHC, Huntingdon Valley, PA, 

proposes to convert to stock form and merge 

with and into Polonia Bancorp, Huntingdon 

Valley, PA, which will subsequently merge with 

and into Polonia Bancorp, Inc., Huningdon, 

Valley, PA, which proposes to become a 

savings and loan holding company by acquiring 

100 percent of Polonia Bank, Huntingdon 

Valley, PA.

POLONIA BANCORP INC

Newspaper:

Federal Register:

* Branch

Not applicable

Susquehanna Bank, Lititz, PA to establish a 06/08/2012

branch office located at 125 South Ridge Plaza, 

State College, PA.

SUSQUEHANNA BANK

* Subject to the provisions of the Community Reinvestment Act
District: 3

Federal Reserve Bank of Philadelphia

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act
District: 4

Federal Reserve Bank of Cleveland

Filings received during the week ending June 9, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3 Not available

Not available

Application by S&T Bancorp, Inc., Indiana, PA 

to acquire Gateway Bank of Pennsylvania, 

McMurray, PA pursuant to Section 3 of the 

Bank Holding Company Act

S & T BANCORP, 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 June 9, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

The Fauquier Bank, Warrenton, Virginia, to 06/22/2012

establish a branch at 7485 Limestone Drive, 

Gainsville, Virginia

FAUQUIER BANK, THE

Newspaper:

Federal Register:

* SLHC Merger Not available

* SLHC 

Formation

Not available

Financial Services Partners Fund I LLC, Hovde 

Acquisition I LLC, and Hovde Private Equity 

Advisors LLC, all of Washington, DC 

(collectively the "Hovde Group"), to acquire 

control of a savings and loan holding company, 

Carrolton Bancorp, Columbia, Maryland, upon 

Carrolton Bancorp's conversion to a savings 

and loan holding company through a merger 

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

subsidiary of the Hovde Group, pursuant to 

Section 10 of the Home Owners Loan Act.

HOVDE PRIVATE EQUITY 

ADVISORS LLC

Newspaper:

Federal Register:

* Branch

Not applicable

Sonabank, McLean, Virginia, to establish a 06/25/2012

branch at 6719 Leaberry Way, Unit L, The 

Shoppes at Haymarket, Haymarket, Virginia.

SONABANK

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

Federal Reserve Bank of Richmond

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Atlanta

Filings received during the week ending June 9, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC

Not available

After the fact notice by Robert Roschman and 06/15/2012

the Robert Roschman Revocable Trust, Robert 

Roschman trustee, to retain control of 25 

percent or more of Giant Holdings, Inc., and 

Landmark Bank, NA, all of Fort Lauderdale, 

Florida.

GIANT HOLDINGS, INC.

Newspaper:

Federal Register:

* 3A1 Not available

07/09/2012

PanAmerican Capital, Inc., Miami, Florida, to 

become a bank holding company by acquiring 

92.60 percent of the outstanding shares of 

Chipola Community Bank, Marianna, Florida.

PANAMERICAN CAPITAL, 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 June 9, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

Chemical Bank, Midland, Michigan, to purchase 

the assets and assume the liabilities of 21 

branches of Independent Bank, Ionia, Michigan, 

and thereby establish 21 branches.

CHEMICAL BANK

Newspaper:

Federal Register:

* 18C Not available

Not applicable

First Community Bank, Harbor Springs, 

Michigan, to merge with Select Bank, Grand 

Rapids, Michigan.

FIRST COMMUNITY BANK

Newspaper:

Federal Register:

CIC 06/15/2012

06/05/2012

Notice by Mildred Stanley, Searsboro, Iowa, as 

trustee of the Warren Stanley Trust to retain 

control of 15.42 percent of First State Bank 

Holding Company, Lynnville, Iowa, and thereby 

indirectly First State Bank, Lynnville, Iowa.

FIRST STATE BANK HOLDING 

COMPANY

Newspaper:

Federal Register:

CIC 06/15/2012

06/26/2012

Notice by the Gause Family (Bryce and Sheila 

Gause, Lynnville, Iowa; HW and Nancy 

Barnhouse, Vero Beach, FL; Lester and Kay 

Gause, Newton, Iowa; Charles Gause, 

Providence, NC; Gary and Joan Ales, Lakewood 

Ranch, FL; Rebecca Barnhouse, Youngstown, 

OH; Richard Buls, New Market, MD; Kristy 

Crawford, Frederick, MD; Curtis Gause, Pleasant 

Hill, IA; Peggy Gause, Roanoke, VA; Russell 

Gause, Pasadena, TX; Carrie Holub, Davenport, 

IA; Connie Kopacek, Urbandale, IA; Cynthia 

Smith, Newton, IA and Kimberly Soulen, 

Meyersville, MD) acting in concert, to retain 

control of First State Bank Holding Company, 

Lynnville, Iowa, and thereby indirectly First 

State Bank, Lynnville, Iowa.

FIRST STATE BANK HOLDING 

COMPANY

Newspaper:

Federal Register:

4c8 Not applicable

Not available

North Milwaukee Bancshares, Inc., Milwaukee, 

Wisconsin, to continue to engage in extending 

credit and servicing loans.

NORTH MILWAUKEE 

BANCSHARES, INC.

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

Federal Reserve Bank of Chicago

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act
District: 8

Federal Reserve Bank of St. Louis

Filings received during the week ending June 9, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

The Elberfeld State Bank, Elberfeld, Indiana, to 06/18/2012

establish a branch facility to be located at 3403 

North Green River Road, Evansville, Indiana.

ELBERFELD STATE BANK, THE

Newspaper:

Federal Register:

* 18C

* Branch Not applicable

Evolve Bank & Trust, West Memphis, 07/05/2012

Arkansas, to purchase certain assets and 

assume certain liabilities of the Oakland 

Tennessee branch of The Farmers Bank of 

Lynchburg, Lynchburg, Tennessee, and to 

retain the acquired facility as a branch.

EVOLVE BANK & TRUST

Newspaper:

Federal Register:

* 3A5 06/27/2012

07/02/2012

Old National Bancorp, Evansville, Indiana, to 

merge with Indiana Community Bancorp, 

Columbus, Indiana.

OLD NATIONAL BANCORP

Newspaper:

Federal Register:

* Branch

Not applicable

Southern Bank, Poplar Bluff, Missouri, to 06/18/2012

establish a branch facility to be located at 1925 

S. Main, Jonesboro, Arkansas.

SOUTHERN BANK

* Subject to the provisions of the Community Reinvestment Act
District: 8

Federal Reserve Bank of St. Louis

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Minneapolis

Filings received during the week ending June 9, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A5 06/23/2012

07/02/2012

Adams Bancshares, Inc., Adams, Minnesota, to 

merge with Elkton Bancshares, Inc., Elkton, 

Minnesota, and thereby indirectly acquire 

Farmers State Bank of Elkton, Elkton, 

Minnesota.

ADAMS BANCSHARES, INC.

Newspaper:

Federal Register:

CIC Not available

06/18/2012

Change in Control Notice by William V. Eckles 

Bank Trust, Mr. William V. Eckles as Trustee, 

Blue Earth, Minnesota, to retain control of FNB 

Bancshares, Inc., Blue Earth, Minnesota, and 

thereby indirectly retain control of First Bank 

Blue Earth, Blue Earth, Minnesota.

FNB BANCSHARES INC.

Newspaper:

Federal Register:

CIC Not available

06/28/2012

Notice by Russell S. King, North Oaks, 

Minnesota, to acquire 10 percent or more of the 

shares of Northfield Bancshares, Inc., 

Northfield, Minnesota, and thereby indirectly 

gain control of Community Resource Bank, 

Northfield, Minnesota.

NORTHFIELD BANCSHARES, 

INC.

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

Federal Reserve Bank of Minneapolis

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Kansas City

Filings received during the week ending June 9, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

Member Not applicable

Not applicable

Equity Bank, National Association, Andover, 

Kansas, to retain its membership in the Federal 

Reserve System following its conversion from a 

national to a state charter.

EQUITY BANK, A NATIONAL 

ASSOCIATION

Newspaper:

Federal Register:

CIC

Not available

Notice by David L. Spehar, Olathe, Kansas; 06/28/2012

Charles E. Thacker, Fulton, Illinois; Larry G. 

Barcus, Rockville, Missouri; John G. Sturtridge, 

Oro Valley, Arizona; and Keith L. Roberts, 

Leawood, Kansas; all as a group acting in 

concert, to acquire control of First Bancshares, 

Inc., parent of The First State Bank of Kansas 

City, Kansas, both in Kansas City, Kansas.

FIRST BANCSHARES, INC.

Newspaper:

Federal Register:

4c8 Not applicable

Not applicable

Valley Bank Shares, Inc., proposes to acquire 

through its wholly-owned subsidiary, First 

National Agency Company, both in Valley, 

Nebraska, the insurance agency assets of 

Avoca Company, Avoca, Nebraska.

VALLEY BANK SHARES, 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 June 9, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 Not available

07/05/2012

DFW Capital Holdings, Inc., Dallas, Texas, to 

indirectly acquire 100 percent of Schwertner 

State Bank, Schwertner, Texas, through a merger 

with its wholly owned subsidiary, DFW Capital 

Holdings Merger Corporation, Dallas, Texas, 

and for DFW Capital Holdings, Inc., to thereby 

become a bank holding company.

DFW CAPITAL HOLDINGS, INC.

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

Federal Reserve Bank of Dallas

Filings received during the week ending June 9, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 Not available

4c8

* 4c8

4c8

Not available

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

Inc., and Meadow Corporation, all of Dallas, 

Texas, to become bank holding companies by 

acquiring 100 percent of PlainsCapital 

Corporation and its subsidiary bank, 

PlainsCapital Bank, both of Dallas, Texas, 

pursuant to section 3 of the Bank Holding 

Company Act.;

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

Inc., and Meadow Corporation, all of Dallas, 

Texas, to engage in mortgage lending activities 

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

Company Act through PrimeLending, A 

PlainsCapital Company, and its direct and 

indirect subsidiaries, PirmeLending Ventures 

Management, LLC, and PrimeLending Ventures, 

LLC, all of Dallas, Texas;

Diamond A Financial, L.P., and Hilltop 

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

noncontrolling interest in SWS Group, Inc., and 

its subsidiary savings association, Southwest 

Securities, FSB, both of Dallas, Texas, and 

thereby engage in the operation of a savings 

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

BHC Act; and

Diamond A Financial, L.P., and Hilltop 

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

retention of a noncontrolling interest in SWS 

Group, Inc., and indirect controlling interests in 

the subsidiaries of SWS FSB, pursuant to 

sections 4(c)(8) of the BHC Act and Regulation 

Y, and thereby engage indirectly in certain 

nonbanking activities of those subsidiaries 

pursuant to section 4(c)(8) of the BHC Act, to 

consist of extending credit and servicing loans; 

activities related to extending credit; financial 

and investment advisory activities; agency 

transactional services for customers, including 

providing securities brokerage services, acting 

as riskless-principal and providing 

private-placement services and other 

transactional services as agent for customers; 

underwriting and dealing in government 

obligations and money market investments; 

community development activities; and issuing 

and selling money orders, savings bonds, 

traveler's checks and similar consumer payment 

instruments.

DIAMOND A FINANCIAL, LP

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

Federal Reserve Bank of Dallas

Filings received during the week ending June 9, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

05/09/2012

Notice by Ray Mark Bain, Lubbock, Texas, 

individually, as co-trustee of the RMB 2012 

Family Trust, trustee of the Ray Mark Bain 2007 

Trust, and trustee of the Ray Mark Bain 

Children's Trusts; Michael Lewis Bain, Canyon, 

Texas, individually, as co-trustee of the RMB 

2012 Family Trust, trustee of the Michael L. Bain 

2007 Trust, and trustee of the Michael L. Bain 

Children's Trusts; Nancy Bain Seybert, 

Perryton, Texas, individually, as trustee of the 

Nancy Bain Seybert 2007 Trust, and trustee of 

the Nancy Bain Seybert Children's Trusts; Ray 

M. Bain, Dimmitt, Texas; and Barbara June Bain, 

Dimmitt, Texas; collectively a group acting in 

concert, to control, retain and acquire 47.71 

percent of Plains Bancorp, Inc., Dimmitt, Texas, 

and therefore, indirectly, First United Bank, 

Dimmitt, Texas.

PLAINS BANCORP, INC.

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

Federal Reserve Bank of Dallas

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of San Francisco

Filings received during the week ending June 9, 2012

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

Bank of Utah, Ogden, Utah, to establish a 06/14/2012

branch office to be located at 4605 Harrison 

Blvd, Suite 100, Ogden, Utah.

BANK OF UTAH

Newspaper:

Federal Register:

* 3A1 Not available

4c8 06/01/2012

First Foundation Inc. to become a bank holding 

company upon the conversion of its 

wholly-owned subsidiary First Foundation Bank 

from a federal savings bank to a commercial 

bank and 2) to engage in financial and 

investment advisory activities through its 

wholly-owned subsidiary, First Foundation 

Advisors, all of Irvine, California.

FIRST FOUNDATION INC.

Newspaper:

Federal Register:

* 3A3 06/06/2012

05/30/2012

Franklin Resources, Inc., San Mateo, California, 

to acquire up to 5.57 percent of Oriental 

Financial Group, Inc., and indirectly, Oriental 

Bank & Trust, both of San Juan, Puerto Rico.

FRANKLIN RESOURCES, INC.

Newspaper:

Federal Register:

CIC Not available

06/21/2012

Interagency Notice of Change in Control by 

Neighborhood Bancorp Employee Stock 

Ownership Plan Trust Agreement, National City, 

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

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

to retain 10 percent or more of Neighborhood 

Bancorp, National City, California, and thereby 

indirectly, Neighborhood National Bank, San 

Diego, California.

NEIGHBORHOOD BANCORP

Newspaper:

Federal Register:

4c8 Not applicable

06/28/2012

RBB Bancorp, to form a wholly-owned 

subsidiary, RBB Asset Management Company, 

both of Los Angeles, California, and thereby 

engage in extending credit and servicing loans, 

pursuant to section 225.28 (b)(1) of Regulation 

Y.

RBB BANCORP

Newspaper:

Federal Register:

* MHC Not available

Conversion

* SLHC 

Formation

05/05/2012

Sound Financial Bancorp,Inc., Seattle, 

Washington; to become a savings and loan 

holding company upon the second-step 

conversion of Sound Community MHC, and 

Sound Financial, Inc., both in Seattle, 

Washington. Sound Financial Bancorp, Inc. will 

control Sound Community Bank, Seattle, 

Washington.

SOUND COMMUNITY MHC

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

Federal Reserve Bank of San Francisco

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

* Subject to the provisions of the Community Reinvestment Act