Seal of Board of Governors of the Federal Reserve System 

B OAR D O F G OVERNOR S O F TH E F EDERA L R ESERV E S YSTE M 

WASHINGTON' , D C 2055 1 

October 17, 2013 

Mr. Stanley B. Dickson Jr. 

15621 Windmill Pointe Drive 

Grosse Pointe, Michigan 48230 

Dear Mr. Dickson: 

This is in response to your letter dated September 18, 2013, and related 

correspondence, on behalf of Moross Limited Partnership ("Moross LP"), Pacesetter 

Management, Inc. ("Pacesetter"), and Windmill Trust, each of Grosse Pointe Park, and Riddle 

Limited Partnership ("Riddle LP"), Howell (collectively, the "Moross Group")(Footnote 1. 

Pacesetter, a company wholly owned and controlled by Stanley Dickson, serves as Moross LP's 

general partner and holds 1 percent of Moross LP's nonvoting partnership interests. Windmill 

Trust, an estate planning trust that would be considered a company under the Bank Holding 

Company Act, has only family members of Stanley Dickson as its beneficiaries and has an 

independent third-party trustee; the trust holds the other 99 percent of the 

nonvoting partnership 

interests of Moross LP. Kathryn Dickson, mother of Stanley Dickson, is Riddle LP's general 

partner, and Stanley Dickson holds a 17 percent limited partnership interest in Riddle LP. 

End footnote.), requesting 

relief from the commitments that the group made to the Board in connection with the group's 

investments in FNBH Bancorp, Inc. ("FNBH"), the parent company of First National Bank in 

Howell ("Bank"), both of Howell, all of Michigan. Contemplated transactions, described below, 

will reduce or eliminate the Moross Group's ownership stakes in FNBH. 

On March 5, 2010, the Federal Reserve Bank of Chicago, acting pursuant to 

delegated authority, approved the Moross Group's notice pursuant to the Change in Bank 

Control Act(Footnote 2. 12 U.S.C. § 1817Q). End footnote.) 

to acquire 12.4 percent of FNBH. In connection with this notice, the Moross Group 

provided certain commitments to the Board similar to those that the Board had previously relied 

on to determine that an organization would not exercise a controlling influence over a bank or 

bank holding company or any of its subsidiaries ("Passivity Commitments"). Among other 

provisions, the Passivity Commitments restricted the Moross Group's ability to have more than 

one representative serve on each of FNBH's and Bank's board of directors, or enter into any 

other banking or nonbanking transactions with FNBH or any of its subsidiaries, other than 

deposit accounts with Bank in an aggregate amount not exceeding $500,000 and conducted on 

market terms. 
We FNBH understand that you intend to become the single largest shareholder of by acquiring 44 percent of FNBH's outstanding common stock in your personal LP capacity, partly by acquiring all of the shares held by Moross and partly by acquiring newly issued shares in a private placement. (Footnote 3. Your brother would acquire another 7 percent of FNBH's voting shares End in his personal capacity as part of the private placement. contemplated footnote.) Upon consummation of the Trust transactions, Moross LP, Pacesetter, and Windmill LP would no longer hold any ownership stakes in FNBH and Riddle would hold approximately 0.02 percent of FNBH's outstanding voting stock, a level well within the rebuttable presumption of non-control. (Footnote No 4. 12CFR 225.31(e)(1). End footnote.) member of the Moross Group would finance your acquisition or retention of of shares of FNBH or would otherwise own any equity shares on FNBH or have any business relationships with FNBH. You serve the board of directors of both FNBH and Bank and, as part of the contemplated transactions, would obtain the right to appoint two (Footnote proposal additional 5. The directors Federal to Reserve each board. Bank of Chicago approved your Based under delegated authority on October 13,2013. End footnote.) Banking on all the facts of record, the Director of the Division of delegated Supervision and Regulation, acting pursuant to authority by the Board under section 265.7(a)(2) of the Board's Rules Regarding Delegation End of Authority,Footnote 6. 12 CFR 265.7(a)(2). has footnote.) and after consulting with the General Counsel, approved Moross Group's request for relief from the Passivity Commitments. commitments This action is based on the representations and set forth in your September 18 submission and all related correspondence. Any change in the facts presented could result beVery reported in a different to Board conclusion staff immediately. and should truly yours, 

(Signed Shanks by) initials Margaret McCloskey Deputy Secretary of the Board 

cc: Colette Fried, Assistant Vice President 

Federal Reserve Bank of Chicago