Federal Reserve Release

H.2

Actions of the Board, Its Staff,

and the Federal Reserve Banks;

Applications and Reports Received

No. 50

Week Ending December 14, 2013

Board of Governors of the Federal Reserve System, Washington, DC 20551
Bank Holding Companies

United Bankshares, Inc., Charleston, West Virginia, and George Mason Bankshares,

Inc., Fairfax, Virginia -- to acquire Virginia Commerce Bancorp, Inc., Arlington,

Virginia, and Virginia Commerce Bank; and for United's subsidiary bank, United

Bank, Fairfax, to merge with Virginia Commerce Bank, Arlington, and thereby

establish branches.

- Approved, December 11, 2013

Currency

Federal Reserve Notes -- new currency budget for 2014.

- Approved, December 12, 2013

Forms

Forms -- final Board review to revise without extension the Banking Organization

Systemic Risk Report (FR Y-15).

- Approved, December 11, 2013

Regulations and Policies

Conformance Period for Volcker Rule -- extension to July 21, 2015, for covered

banking entities to conform their activities and investments to the section 619 of the

Dodd-Frank Act.

- Approved, December 10, 2013

Qualified and Non-Qualified Mortgage Loans -- interagency statement to clarify

safety-and-soundness expectations and Community Reinvestment Act considerations

related to qualified mortgage loans and non-qualified mortgage loans offered by

regulated institutions.

- Announced, December 13, 2013

H.2 Board Actions December 8, 2013 to December 14, 2013

(A/C) = Addition or Correction Board - Page 1 of 3
Regulations and Policies

Regulation CC (Availability of Funds and Collection of Checks) -- publication for

comment of proposed amendments to check collection and return rules to reflect the

evolution of the nation's check collection system from one that is largely paper based

to one that is virtually all electronic.

- Approved, December 9, 2013

Regulation VV (Proprietary Trading and Relationships with Covered Funds) -- final

interagency rules to implement the so-called Volcker Rule of the Dodd-Frank Act,

which contains certain prohibitions and restrictions on the ability of a banking entity

and nonbank financial company supervised by the Federal Reserve to engage in

proprietary trading and have certain interests in, or relationships with, a hedge fund

or private equity fund.

- Approved, December 10, 2013

Regulation Z (Truth in Lending) -- final interagency rule establishing certain

exemptions from the Dodd-Frank Act's appraisal requirements for a subset of

higher-priced mortgage loans.

- Approved, December 5, 2013

(A/C)

Reserve Bank Operations

Reserve Bank Directors -- designation of chairs and deputy chairs of the twelve

Federal Reserve Banks for 2014.

- Announced, December 13, 2013

Enforcement

Farmers & Miners Bank, Pennington Gap, Virginia -- issuance of a consent order of

assessment of a civil money penalty.

- Announced, December 12, 2013

H.2 Board Actions December 8, 2013 to December 14, 2013

(A/C) = Addition or Correction Board - Page 2 of 3
Enforcement

The Royal Bank of Scotland Group plc, Edinburgh, Scotland, and The Royal Bank of

Scotland plc -- issuance of a consent cease and desist order and order of assessment

of a civil money penalty.

- Announced, December 11, 2013

H.2 Board Actions December 8, 2013 to December 14, 2013

(A/C) = Addition or Correction Board - Page 3 of 3
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

December 8, 2013 to December 14, 2013

MA Monetary Affairs

Bank Branches, Domestic

IberiaBank, Lafayette, Louisiana -- to establish a branch at 1294 Union Avenue,

Memphis, Tennessee.

Secretary

- Approved, December 12, 2013

PlainsCapital Bank, Dallas, Texas -- to establish branches at 6100 Colleyville

Boulevard, Colleyville; 1748 East Broad Street, Mansfield; and 126 Ranch House

Road, Aledo (three applications).

Dallas

- Approved, December 13, 2013

Bank Holding Companies

Banner County Ban Corporation Employee Stock Plan and Trust, Harrisburg,

Nebraska -- to acquire additional shares of Banner County Ban Corporation,

Harrisburg, and Banner Capital Bank.

Kansas City

- Approved, December 9, 2013

Carroll County Bancshares, Inc., Carrollton, Missouri -- to acquire shares of Adams

Dairy Bancshares, Inc., Blue Springs, and Adams Dairy Bank.

Kansas City

- Approved, December 13, 2013

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

Choice Financial Holdings, Inc., Grafton, North Dakota -- to acquire Great Plains

National Bank, Belfield, and to acquire an interest in Great Plains National Insurance

Agency, LLC, LaMoure, and thereby indirectly engage in general insurance agency

activities in a community with a population not exceeding 5,000.

Minneapolis

- Approved, December 12, 2013

FB Bancshares, Inc., Wichita Falls, Texas -- to acquire Byers Bancshares, Inc.,

Byers, and indirectly acquire First National Bank of Byers.

Dallas

- Approved, December 13, 2013

Geneva State Company, Geneva, Nebraska -- to acquire Riverdale Bancshares, Inc.,

Riverdale, and State Bank of Riverdale.

Kansas City

- Approved, December 9, 2013

Lake Shore III Corporation, Glenwood City, Wisconsin -- to acquire Union Bank of

Blair, Blair.

Minneapolis

- Approved, December 10, 2013

Nebraska Bankshares, Inc., Farnam, Nebraska -- to acquire Stamford Banco, Inc.,

Stamford, and its subsidiary, Community Bank, Alma, and thereby engage in general

insurance activities.

Kansas City

- Approved, December 9, 2013

H.2 Actions under delegated authority December 8, 2013 to December 14, 2013

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

Talmer Bancorp, Inc., Troy, Michigan -- to acquire Michigan Commerce Bank, Ann

Arbor.

Chicago

- Approved, December 13, 2013

Bank Mergers

Central Bank, Storm Lake, Iowa -- to purchase the assets and assume the liabilities of

seven branches of Liberty Bank, FSB, West Des Moines, and thereby establish

branches.

Chicago

- Approved, December 10, 2013

Banks, Foreign

Canara Bank, Bangalore, India -- to establish a branch in New York, New York.

Director, BS&R

- Approved, December 13, 2013

Banks, Nonmember, and Miscellaneous Institutions

CLS Bank International, New York, New York -- to amend its articles of association

to increase capital stock.

New York

- Approved, December 13, 2013

H.2 Actions under delegated authority December 8, 2013 to December 14, 2013

(A/C) = Addition or Correction Delegated - 3 of 5
Banks, State Member

Goldman Sachs Bank USA, New York, New York -- to make a public welfare

investment.

Director, BS&R

- Approved, December 13, 2013

Silicon Valley Bank, Santa Clara, California -- to make a public welfare investment.

San Francisco

- Withdrawn, December 12, 2013

Change in Bank Control

Midstate Financial Corporation, Brownsburg, Indiana -- change in bank control of

Midstate Financial Corporation and its subsidiary, Hendricks County Bank and Trust

Company, Brownsburg.

Chicago

- Permitted, December 13, 2013

Extensions of Time

Greenville Bancshares, Inc., Piedmont, Missouri -- extension to March 19, 2014, to

merge with Ripley County Bancshares, Inc., Piedmont, and thereby acquire Peoples

Community State Bank, Doniphan.

St. Louis

- Granted, December 11, 2013

Financial Holding Companies

Southwest Bancorp, Inc., Stillwater, Oklahoma -- election to become a financial

holding company.

Kansas City

- Effective, December 11, 2013

H.2 Actions under delegated authority December 8, 2013 to December 14, 2013

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

Commercial Bank & Trust Company, Monticello, Arkansas -- to become a member

of the Federal Reserve System.

St. Louis

- Approved, December 10, 2013

The First National Bank of Wahoo, Wahoo, Nebraska -- to retain membership in the

Federal Reserve System on conversion from a national to a state charter.

Kansas City

- Approved, December 13, 2013

The Menard National Bank, Menard, Texas -- to retain membership in the Federal

Reserve System on conversion from a national to a state charter.

Dallas

- Approved, December 13, 2013

Savings and Loan Holding Companies

Ameritas Mutual Holding Company, Lincoln, Nebraska; Ameritas Holding

Company; Ameritas Life Insurance Corp.; and Acacia Life Insurance Company,

Bethesda, Maryland -- to deregister as savings and loan holding companies.

Secretary

- Approved, December 9, 2013

H.2 Actions under delegated authority December 8, 2013 to December 14, 2013

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

Federal Reserve Bank of Boston

Filings received during the week ending December 14, 2013

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 December 14, 2013

Filer Filing Type Filing Proposal End of Comment Period

NONE

* 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 December 14, 2013

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 December 14, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC

Not available

Interagency Notice of Change in Control 12/19/2013

submitted by Clay Graham, Zanesville, OH; 

Bryan Graham, Zanesville, OH; Colby James 

Graham, Zanesville, OH; Courtney Lynelle 

Graham, Columbus, OH; Adam Hamilton 

Graham, Bexley, OH; and Mark David Weiser 

and Debra Kay Weiser, Zanesville, OH 

(collectively the Graham Family Control Group) 

of their intent to retain control of 25 percent or 

more of the ourstanding voting shares of North 

Valley Bancshares, Inc., Zanesville, OH.

NORTH VALLEY BANCSHARES, 

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 December 14, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

3A1 Not applicable

Not applicable

Aquesta Financial Holdigs, Inc., Cornelius, 

North Carolina, to become a bank holding 

company through the acquisition of 100% of the 

voting securities of Aquesta Bank, Cornelius, 

North Carolina.

AQUESTA FINANCIAL 

HOLDINGS, INC.

Newspaper:

Federal Register:

* Branch

Not applicable

The Fauquier Bank, Warrenton, Virginia, to 12/19/2013

establish a branch at 8780 Centreville Road, 

Manassas, Virginia.

FAUQUIER BANK, THE

* 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 December 14, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A1 Not available

08/08/2013

Banco De Credito E Inversiones, Empresas Juan 

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

Inversiones Baquio LTDA., Inversiones Nueve 

LTDA., and Administraciones Baquio LTDA., 

all of Santiago, Chile, to become bank holding 

companies by acquiring 100 percent of CM 

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

its subsidiary, City National Bank of Florida, 

Miami, Florida.

BANCO DE CREDITO E 

INVERSIONES S.A.

Newspaper:

Federal Register:

CIC Not available

11/26/2013

After-the-fact change in control notice filed by 

Ben F. Easterlin IV and Tommye B. Easterlin, 

both of Atlanta, Georgia, to retain 27.63 percent 

of the outstanding shares of CBA Bankshares, 

Inc., and Citizens Bank of Americus, both of 

Americus, Georgia.

CBA BANKSHARES, INC.

Newspaper:

Federal Register:

* Branch Not available

Not applicable

Franklin Synergy Bank, Franklin, Tennessee, to 

establish a branch located at 2035 Wall Street, 

Spring Hill, Tennessee.

FRANKLIN SYNERGY BANK

Newspaper:

Federal Register:

FBSEA Not available

Not applicable

NCG Banco, S.A., A Coruna, Spain, to establish 

an international representative-administrative 

office located in Miami, Florida.

NCG BANCO, S.A.

Newspaper:

Federal Register:

* 3A5 12/21/2013

12/13/2013

South Georgia Bank Holding Company, Omega, 

Georgia, to merge with Dooly Bancshares, Inc., 

and thereby acquire its subsidiary, Bank of 

Dooly both of Vienna, Georgia.

SOUTH GEORGIA BANK 

HOLDING COMPANY

* 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 December 14, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 18C Not available

* Branch Not applicable

Baylake Bank, Sturgeon Bay, Wisconsin, to 

purchase certain assets and assume certain 

liabilities of a branch, located at 333 South 

Nicolet Road, Appleton, Wisconsin of 

Community Bank & Trust, Sheboygan, 

Wisconsin.

BAYLAKE BANK

Newspaper:

Federal Register:

CIC 12/13/2013

12/26/2013

James R. Kennedy, Jr, Dubuque, Iowa, as 

trustee of the Kennedy Control Trust, Dubuque, 

Iowa, to acquire control and for the Kennedy 

Control Trust to join the Kennedy Family Group 

consisting of: Sarah A. Roby, Cumming, Iowa; 

Catherine E. Roby, Cumming, Iowa; Susan M. 

Kennedy, West Des Moines, Iowa; Jessica L. 

Kennedy, West, Des Moines, Iowa; Joseph J. 

Kennedy, Robins, Iowa; Ellen M. Kennedy, 

Robins, Iowa; Sean J. Kennedy, Robins, Iowa; 

Thomas J. Kennedy, Robins, Iowa; Daniel J. 

Kennedy, Marion, Iowa; Erica R. Kennedy, 

Dyersville, Iowa; and Adam H. Kennedy, 

Dyersville, Iowa, to retain control of more than 

25 percent of the outstanding voting stock of 

Fidelity Company, Dubuque, Iowa, and thereby 

to indirectly control Fidelity Bank & Trust, 

Dubuque, Iowa, and Community State Bank, 

Tipton, Iowa.

FIDELITY COMPANY

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:

* 18C Not available

* Branch Not applicable

Lake Forest Bank & Trust Company, Lake 

Forest, Illinois, to purchase the assets and 

assume the liabilities of a branch, and will 

continue to operate a branch, located at 4 East 

Scranton Avenue, Lake Bluff, Illinois; from 

Baytree National Bank & Trust Company, Lake 

Forest, Illinois.

LAKE FOREST BANK & TRUST 

COMPANY

Newspaper:

Federal Register:

* 3A3 Not available

01/10/2014

Van Buren Bancorporation ESOP, Keosauqua, 

Iowa, to increase its ownership of Van Buren 

Bancorporation, Keosauqua, Iowa, from 43.42 

percent to up to 50.1 percent, and thereby 

increase its indirect ownership of Community 

First Bank, Keosauqua, Iowa and First Iowa 

State Bank, Albia, Iowa.

VAN BUREN 

BANCORPORATION EMPLOYEE 

STOCK OWNERSHIP PLAN

* 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 December 14, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

Member Not applicable

Not applicable

Empire Bank, Springfield, Missouri,to become a 

member of the Federal Reserve System.

EMPIRE BANK

Newspaper:

Federal Register:

* MHC 

Conversion

01/13/2014

01/10/2014

Sugar Creek MHC, a federally chartered mutual 

holding company, to convert to stock form and 

merge with Sugar Creek Financial Corp., a 

federal corporation, both of Trenton, Illinois. 

Sugar Creek Financial Corp. will be merged into 

a newly formed Maryland corporation also 

named Sugar Creek Financial Corp., which 

proposes to become a savings and loan holding 

company by acquiring 100 percent of the voting 

shares of Tempo Bank, a federal savings bank, 

Trenton, Illinois.

SUGAR CREEK MHC

* 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 December 14, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

CIC 12/18/2013

12/13/2013

The James M. and Devon J. Goetz Family Trust 

Five, Mandan, North Dakota, to acquire 25 

percent or more of the shares of Oliver 

Bancorporation, Inc., Center, North Dakota, and 

thereby indirectly gain control of Security First 

Bank of North Dakota, New Salem, North 

Dakota.

OLIVER BANCORPORATION, 

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 December 14, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3 Not available

12/23/2013

Citizens National Corporation, Wisner, 

Nebraska, to acquire 100 percent of the voting 

shares of Cass County State Company, parent 

of Cass County Bank, Inc.

CITIZENS NATIONAL 

CORPORATION

Newspaper:

Federal Register:

* 3A1 01/14/2014

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:

CIC Not available

12/26/2013

Bill J. Gotch, Myrna F. Gotch, Jennifer L. Gotch, 

and Brett J. Gotch, all of South Sioux City, 

Nebraska, to acquire voting shares of Siouxland 

National Corporation, and thereby indirectly 

acquire voting shares of Siouxland National 

Bank, both in South Sioux City, Nebraska.

SIOUXLAND NATIONAL 

CORPORATION

Newspaper:

Federal Register:

CIC 12/27/2013

01/02/2014

Notice by Dr. Jay R. Trofholz, Columbus, 

Nebraska, to retain control of Valley Bank 

Shares, Inc., parent of First Nebraska Bank, both 

in Valley, 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 December 14, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* SLHC Not available

Acquisition

MHC Minority 

Stock Issuance

Not available

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:

* 3A1 Not available

12/16/2013

Cistern, LLC and Flatonia Investments, LLC, 

both of Houston, Texas, to become bank 

holding companies by acquiring 100% of The 

Columbia Savings Bank, Cincinnati, Ohio.

CISTERN, LLC

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:

* 3A3 Not available

01/03/2014

Mesa Financial Corporation, Sweetwater, Texas, 

to acquire 100 percent of South Taylor County 

Bancshares, Inc., and thereby indirectly acquire 

100 percent of the outstanding shares of First 

State Bank in Tuscola, both in Tuscola, Texas.

MESA FINANCIAL 

CORPORATION

Newspaper:

Federal Register:

* 3A1 Not available

Not available

Minden Bancorp, Inc., Minden, Louisiana, to 

become a bank holding company by acquiring 

100 percent of MBL Bank, Minden, Louisiana.

MINDEN 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 December 14, 2013

Filer Filing Type Filing Proposal End of Comment Period

Newspaper:

Federal Register:

* 3A3 01/09/2014

12/30/2013

Carpenter Bank Partners, Inc, CCFW, Inc, dba 

Carpenter & Company, Carpenter Fund 

Manager GP, LLC, Carpenter Fund Management 

Company, LLC, Carpenter Community 

BancFund, L.P., Carpenter Community 

BancFund-A, L.P., and Carpenter Community 

BancFund-CA, L.P., all of Irvine, California, to 

acquire 18.1 percent of Heritage Oaks Bancorp 

and thereby indirectly acquire Heritage Oaks 

Bank, both of Paso Robles, California.

CARPENTER BANK PARTNERS, 

INC.

Newspaper:

Federal Register:

CIC Not available

Not available

Change in Bank Control Notice by The Ricco 

Lagomarsino Testamentary Trust, Daly City, 

California, and a group consisting of Lisa 

Angelot, Enrico P. Togneri, Warren Hutchins, T. 

Anne Lassahn, (Trustees of the Trust), and 

Dolores Togneri, Lora Angelot, and Eric 

Angelot, all of Daly City, California, to retain in 

excess of 10 percent of FNB Bancorp and 

thereby indirect control of First National Bank 

of Northern California, both of South San 

Francisco, California.

FNB BANCORP

Newspaper:

Federal Register:

* Branch

Not applicable

Pacific Commerce Bank, Los Angeles, California, 12/19/2013

to establish a branch facility to be located at 

12730 High Bluff Drive, Suite 180, San Diego, 

California.

PACIFIC COMMERCE BANK

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 Not available

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