Federal Reserve Release

H.2

Actions of the Board, Its Staff,

and the Federal Reserve Banks; 

Applications and Reports Received

No. 45 

Week Ending November 5, 2011

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

Capital Funding Bancorp, Inc., Baltimore, Maryland, and CFG Community Bank -- 

issuance of a consent cease and desist order by the Board and the Maryland 

Commissioner of Financial Regulation.

- Announced, November 3, 2011

Huntington Bancshares, Inc., Huntington, Texas -- written agreement with the 

Federal Reserve Bank of Dallas and the Banking Commissioner of the Texas 

Department of Banking.

- Announced, November 3, 2011

Princeton National Bancorp, Inc., Princeton, Illinois -- written agreement with the 

Federal Reserve Bank of Chicago.

- Announced, November 1, 2011

H.2 Board Actions October 30, 2011 to November 5, 2011

(A/C) = Addition or Correction Board - Page 1 of 1
H.2 Actions under delegated authority

BS&R

C&CA

FOMC

Banking Supervision and Regulation

Consumer and Community Affairs

Federal Open Market Committee

RBOPS Reserve Bank Operations and Payment Systems

IF International Finance

OSD Office of Staff Director

October 30, 2011 to November 5, 2011

Bank Branches, Domestic

Bank of Hawaii, Honolulu, Hawaii -- to establish an in-store branch at Safeway 

Beretania, 1234 South Beretania Street, Honolulu.

San Francisco

- Approved, November 3, 2011

Palm Beach Community Bank, West Palm Beach, Florida -- to establish a branch at 

3305 Northlake Boulevard, Palm Beach Gardens.

Atlanta

- Approved, November 4, 2011

USAmeriBank, Clearwater, Florida -- to establish branches at 2028 East 7th Avenue, 

Tampa, and 4770 140th Avenue North, Clearwater.

Atlanta

- Approved, November 4, 2011

Bank Holding Companies

California Republic Bancorp, Newport Beach, California -- to become a bank 

holding company and to acquire California Republic Bank, Newport Beach.

San Francisco

- Approved, October 31, 2011

Carpenter Fund Manager GP, LLC, Irvine, California, et al. -- to acquire additional 

shares of Manhattan Bancorp, El Segundo, and thereby indirectly acquire additional 

shares of Bank of Manhattan, N.A.

San Francisco

- Approved, November 3, 2011

(A/C) = Addition or Correction Delegated - 1 of 2
Bank Holding Companies

Edon Bancorp, Inc., Edon, Ohio -- to become a bank holding company and to acquire 

Edon State Bank Company of Edon, Edon.

Cleveland

- Approved, November 3, 2011

Nara Bancorp, Inc., Los Angeles, California -- to acquire Center Financial 

Corporation, Los Angeles, and thereby acquire Center Bank.

San Francisco

- Approved, November 1, 2011

Banks, Foreign

BNP Paribas, Paris, France -- waiver of remainder of prior-notification period to 

establish a limited branch in New York, New York.

Director, BS&R

- Granted, November 3, 2011

Change in Bank Control

Town & Country Bancshares, Inc., Guthrie, Oklahoma -- change in bank control of 

Town & Country and its subsidiary bank, Oklahoma State Bank, Guthrie.

Kansas City

- Returned, October 31, 2011

Extensions of Time

Commerce Union Bancshares, Inc., Springfield, Tennessee -- extension to March 7, 

2012, to become a bank holding company and to acquire Commerce Union Bank, 

Springfield.

Atlanta

- Granted, November 3, 2011

H.2 Actions under delegated authority October 30, 2011 to November 5, 2011

(A/C) = Addition or Correction Delegated - 2 of 2
District: 1

Federal Reserve Bank of Boston

Filings received during the week ending November 5, 2011

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

Investment Not applicable

Not applicable

State Street Bank and Trust Company and State 

Street International Holdings, both of Boston, 

Massachusetts, seek prior notice pursuant to 

Section 211.9(f) of Regulation K to invest in two 

private limited companies located in New Delhi, 

India and the United Kingdom in excess of the 

aggregate investment limits.

STATE STREET BANK AND 

TRUST COMPANY

* 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 November 5, 2011

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

Investment Not applicable

Not applicable

Citibank, N.A., Sioux Falls, South Dakota and 

Citibank Overseas Investment Corporation, New 

Castle, Delaware, pursuant to Section 211.9(f) of 

Regulation K, to make an additional investment 

in Diners Club of Greece Finance Company S.A., 

Athens, Greece.

CITIBANK, N.A.

Newspaper:

Federal Register:

4c8 Not applicable

Not applicable

Community Bank System, Inc., DeWitt, New 

York, is providing prior notice pursuant to 

Section 4 (c)(8) of the BHC Act and Section 

225.23 of Regulation Y, to acquire CAI Benefits, 

Inc., New York, New York and thereby engage 

in employee benefits consulting services under 

Section 225.28(b)(9)(ii) of Regulation Y.

COMMUNITY BANK SYSTEM, 

INC.

Newspaper:

Federal Register:

FBSEA Not available

Not applicable

Raiffeisen Bank International AG, Vienna, 

Austria, to establish a representative office in 

New York, New York, pursuant to Section 10(a) 

of the International Banking Act of 1978, as 

amended and Section 211.24(a)(1) of Regulation 

K.

RAIFFEISEN BANK 

INTERNATIONAL AG

Newspaper:

Federal Register:

* 3A3 Not available

Not available

Sumitomo Mitsui Financial Group, Inc. and 

Sumitomo Mitsui Banking Corporation, both of 

Tokyo, Japan, to increase their ownership 

interest to hold up to 9.9 percent of the 

outstanding voting shares of The Bank of East 

Asia, Limited, Hong Kong S.A.R., Peoples 

Republic of China, and thereby indirectly 

increase their interest in The Bank of East Asia 

(U.S.A.), N.A., New York, New York, pursuant 

to Section 3(a)(3) of the BHC Act of 1956, as 

amended, and Section 225.15 of Regulation Y.

SUMITOMO MITSUI BANKING 

CORPORATION

* 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 November 5, 2011

Filer Filing Type Filing Proposal End of Comment Period

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:

* 3A5

* 18C

11/29/2011

12/01/2011

Susquehanna Bancshares, Inc., Lititz, PA, to 

acquire Tower Bancorp, Inc., Harrisburg, PA, 

and to simultaneously merge Graystone Tower 

Bank, Lancaster, PA, with and into 

Susquehanna Bank, Lititz, PA.

SUSQUEHANNA BANCSHARES, 

INC.

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

Federal Reserve Bank of Philadelphia

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Cleveland

Filings received during the week ending November 5, 2011

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

Fifth Third Bank, Cincinnati, OH to establish a 11/12/2011

branch at NWC South Cobb Drive and Concord 

Road, Smyrna, GA.

FIFTH THIRD BANK

Newspaper:

Federal Register:

* 3A5

* 3A3

11/27/2011

12/05/2011

S&T Bancorp Inc., Indiana, PA, to acquire 

Mainline Bancorp Inc., Ebensburg,PA and its 

wholly owned subsidiary, Mainline National 

Bank, Portage, PA pursuant to Sections 3(a)3 

and 3(a)(5) 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 November 5, 2011

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC Not available

Not available

S. Christopher Williford, Wilson, North 

Carolina, to control up to 24.69% of the voting 

shares of CB Financial Corporation, Wilson, 

North Carolina.

CB FINANCIAL CORPORATION

Newspaper:

Federal Register:

* Branch Not available

Not applicable

EagleBank, Bethesda, Maryland, to establish a 

branch at 2905 District Avenue, Suite 190, 

Fairfax, Virginia

EAGLEBANK

Newspaper:

Federal Register:

* 3A1 Not available

11/01/2011

Security Federal Corporation, Aiken, South 

Carolina, to become a bank holding company 

upon the conversion of Security Federal Bank, 

Aiken, South Carolina, from a federal stock 

savings bank to a state chartered commercial 

bank.

SECURITY FEDERAL 

CORPORATION

* 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 November 5, 2011

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

4c8 Not applicable

11/18/2011

Clayton Bancorp, Inc., Knoxville, Tennessee, 

requests to engage in making, acquiring, 

brokering, or servicing loans, or other 

extensions of credit, pursuant to section 

225.28(b)(1), and to engage in activities related 

to extending credit, pursuant to Section 

225.28(b)(2), of Regulation Y and 4(c)8 of the 

Bank Holding Company Act.

CLAYTON BANCORP, INC

Newspaper:

Federal Register:

* 3A3 11/28/2011

11/18/2011

First NBC Bank Holding Company, New 

Orleans, Louisiana, to acquire 100 percent of the 

outstanding shares of Central Progressive Bank, 

Lacombe, Louisiana.

FIRST NBC BANK HOLDING 

COMPANY

Newspaper:

Federal Register:

* 3A3 Not available

12/05/2011

Independent Bancshares, Inc. Employee Stock 

Ownership Plan, Red Bay, Alabama, to acquire 

an additional 19.30 percent of the outstanding 

shares of Independent Bancshares, Inc., and its 

subsidiary, Community Spirit Bank, both of Red 

Bay, Alabama, along with Spirit Bancshares, 

Inc., and its subsidiary, Spirit Bank, both of 

Belmont, Mississippi. The acquisition will 

increase Independent Bancshares, Inc. 

Employee Stock Ownership Plan's ownership in 

Independent Bancshares, Inc., to 46.47 

Percent.

INDEPENDENT BANCSHARES, 

INC. EMPLOYEE STOCK 

OWNERSHIP PLAN

Newspaper:

Federal Register:

FBSEA

Not applicable

NCG Banco, S.A., A Coruna, Spain, to establish 11/26/2011

an international bank branch in Miami, Florida.

NCG BANCO, S.A.

Newspaper:

Federal Register:

* 3A1 11/18/2011

11/21/2011

Raymond James Financial, Inc., to become a 

bank holding company by acquiring 100 percent 

of the outstanding shares of Raymond James 

Bank, FSB, both of St. Petersburg, Florida, to be 

named Raymond James Bank, N.A., upon its 

conversion to a national bank.

RAYMOND JAMES FINANCIAL, 

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 November 5, 2011

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 Not available

4c8 11/21/2011

Blue Grass Bancorporation, Inc., Corning, 

Iowa,to become a bank holding company by 

acquiring 100% of Okey-Vernon First National 

Bank, Corning, Iowa. Blue Grass 

Bancorporation, Inc. to acquire 1st Choice 

Agency, Corning, Iowa, and engage in 

insurance in small towns.

BLUE GRASS 

BANCORPORATION, INC

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

First Midwest Bank, Itasca, Illinois, to acquire 

certain assets and assume certain liabilities of 

four branches of Old National Bank, Evansville, 

Indiana, and thereby to establish a branch office 

at 2320 S. Route 59, Plainfield, Illinois.

FIRST MIDWEST BANK

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

Federal Reserve Bank of Chicago

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of St. Louis

Filings received during the week ending November 5, 2011

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch

Not applicable

Ohio Valley Financial Group, Henderson, 11/14/2011

Kentucky, to establish a branch facility to be 

located at 1020 North Burkhardt Road, 

Evansville, Indiana.

OHIO VALLEY FINANCIAL 

GROUP, INC.

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

Federal Reserve Bank of St. Louis

Availability of CRA Public Evaluations 

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

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

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

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

Exam Method

CRA

Institution / Location Exam Date Rating

RSSD

ID

CRA

Public Date

NONE

CRA Examinations scheduled for Quarter of 

Institution Location

NONE

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

Federal Reserve Bank of Minneapolis

Filings received during the week ending November 5, 2011

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A5 Not available

12/01/2011

Bitteroot Holding Company, Lolo, Montana, to 

merge with Ravalli County Bankshares, Inc., 

Hamilton, Montana, and thereby indirectly 

acquire Ravalli County Bank, Hamilton, 

Montana, and, also as a result of the merger, to 

increase its ownership of West One Bank, 

Kalispell, Montana, from 34.92% to 63.73%.

BITTERROOT HOLDING 

COMPANY

Newspaper:

Federal Register:

CIC Not available

11/21/2011

Change in control notice by James E. Gaarder, 

Ossining, New York, to retain 25% or more of 

the shares of Citizens State Bancshares, Inc., 

Lankin, North Dakota, and thereby indirectly 

retain control of Citizens State Bank of Lankin, 

Lankin, North Dakota.

CITIZENS STATE 

BANCSHARES, INC.

Newspaper:

Federal Register:

CIC Not available

11/22/2011

Change in Control Notice by the Gregory R. 

Raymo Revocable Living Trust Agreement, 

Worthington Minnesota, and Barbara J. Raymo, 

Worthington, Minnesota, individually and as 

Co-Trustee, to join the Gregory Raymo family 

group that currently consists of Gregory 

Raymo, and the First State Bank Southwest 2010 

Amended and Restated KSOP Plan and Trust, 

Worthington, Minnesota, that controls 25 

percent or more of the shares of First Rushmore 

Bancorporation, Inc., Worthington, Minnesota, 

and thereby indirectly gain control of First State 

Bank Southwest, Pipestone, Minnesota.

FIRST RUSHMORE 

BANCORPORATION, INC.

Newspaper:

Federal Register:

CIC Not available

11/22/2011

Change in control notice by Patrick D. 

Wenning, and Pilar Wenning, both of Mound, 

Minnesota, to retain 10 percent or more of the 

shares of Tradition Bancshares, Inc., Edina, 

Minnesota, and thereby indirectly retain control 

of Tradition Capital Bank, Edina, Minnesota.

TRADITION 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 November 5, 2011

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3 Not available

10/11/2011

Bon, Inc.; Goering Financial Holding Company 

Partnership, L.P.; and Goering Management 

Company, L.L.C., all of Moundridge, Kansas, to 

acquire 100 percent of the voting shares of 

Home State Bancshares, Inc., McPherson, 

Kansas, parent of Home State Bank & Trust Co., 

McPherson, Kansas.

BON, INC.

Newspaper:

Federal Register:

* Branch Not available

Not applicable

F&M Bank and Trust Company, Tulsa, 

Oklahoma, to establish a branch at 11970 North 

Central Expressway, Suite 210, Dallas, Texas.

F&M BANK & TRUST 

COMPANY, THE

Newspaper:

Federal Register:

CIC 09/27/2011

10/07/2011

Notice by Teresa N. Pfaff, Lancaster, South 

Carolina, as a member of a group acting in 

concert, to acquire control of First National 

Fairbury Corporation, parent of The First 

National Bank of Fairbury, both in Fairbury, 

Nebraska.

FIRST NATIONAL FAIRBURY 

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

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 November 5, 2011

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 Not available

11/04/2011

SHB Bancorp, Inc., Jonesville, Louisiana, to 

become a bank holding company by acquiring 

100 percent of Southern Heritage Bank, 

Jonesville, Louisiana.

SHB BANCORP, INC.

Newspaper:

Federal Register:

CIC 11/10/2011

11/14/2011

Notice by Jerry D. Branum of Dallas, Texas, to 

acquire 25 percent or more of the shares and 

thereby control of Wills Point Financial 

Corporation, Wills Point, Texas and indirectly 

Citizens National Bank, Wills Point, Texas.

WILLS POINT FINANCIAL 

CORPORATION

Newspaper:

Federal Register:

* 3A3 Not available

Not available

Woodforest Financial Group Employee Stock 

Ownership Plan (with 401(k) Provisions) 

(Amended and Restated Effective March 1, 

2006) and the related Woodforest Financial 

Group Employee Stock Ownership Trust, The 

Woodlands, Texas, collectively the Applicant, 

to acquire up to 30 percent of Woodforest 

Financial Group, Inc., The Woodlands, Texas, 

and indirectly acquire Woodforest National 

Bank, Houston, Texas.

WOODFOREST FINANCIAL 

GROUP EMPLOYEE STOCK 

OWNERSHIP PLAN (WITH 

401(K) PROVISIONS) (AMENDED 

AND RESTATED EFF. 03/01/06)

* 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 November 5, 2011

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* Branch Not available

Not applicable

Bank of Hawaii, Honolulu, Hawaii, to establish a 

in-store branch at Safeway Beretania at 1234 

South Beretania Street, Honolulu, Hawaii.

BANK OF HAWAII

Newspaper:

Federal Register:

* 3A3 Not available

Not available

Carpenter Fund Manager GP, LLC, Carpenter 

Fund Management Company, LLC, Carpenter 

Community Bancfund, L.P., Carpenter 

Community BanFund -A, L.P., Carpenter 

Community BandFund - CA, L.P., SCJ, Inc., and 

CCFW, Inc., all of Irvine, California, and all 

existing controlling parties, to acquire more than 

24.9% of the voting securities of Pacific 

Mercantile Bancorp, Costa Mesa, California 

through an investment preferred and common 

shares of Pacific Mercantile Bancorp and 

thereby indirectly acquire additional voting 

shares of Pacific Mercantile Bank, Costa Mesa, 

California.

CARPENTER FUND MANAGER 

GP, LLC

Newspaper:

Federal Register:

CIC Not available

10/27/2011

Interagency Notice of Change in Control by 

Montlake Capital II, L.P, a limited partnership 

and Montlake Capital II-B, L.P., a limited 

partnership, Seattle, Washington, to acquire 

voting shares of Coastal Financial Corporation, 

and thereby indirectly acquire Coastal 

Community Bank, both of Everett, Washington; 

and 2)Coastal Financial Corporation and Coastal 

Community Bank, both of Everett, Washington 

to appoint Andrew Russell Dale as a Director.

COASTAL FINANCIAL 

CORPORATION

Newspaper:

Federal Register:

* 3A1 Not available

11/10/2011

FS Bancorp, Inc.,, Mountlake Terrace, 

Washington, to become a bank holding 

company upon the conversion of 1st Security 

Bank of Washington, Mountlake Terrace, 

Washington, from a state savings bank to a 

commercial bank.

FS BANCORP, INC.

Newspaper:

Federal Register:

CIC 11/02/2011

10/07/2011

Interagency Notice of Change in Control by 

James Gaines McCullar and Carolyn Jean 

McCullar, both of Soap Lake, Washington, to 

acquire up to 22.44 percent of Riverbank 

Holding Company, and thereby indirectly 

acquire Riverbank, both of Spokane, 

Washington.

RIVERBANK HOLDING 

COMPANY

* 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