Kentucky banker magazine february 2015

KENTUCKY BANKER February 2015

February 2015 | 2

CONTAC TS BOARD OF DIRECTORS Mr. Gordon Kidd United Cumberland Bank

Mr. H. Lytle Thomas Heritage Bank, Inc.

Mr. William Alverson Traditional Bank, Inc.

Mr. Michael H. Mercer First Security Bank of Kentucky

Mr. Frank B. Wilson Wilson & Muir Bank & Trust Company

Mr. James W. Beach Peoples Bank & Trust Company Owenton

Mr. Glenn Meyers Kentucky Federal Savings & Loan Association

Mr. Greg A. Wilson The First Commonwealth Bank

Mr. William F. Brashear, II Hyden Citizens Bank

Mr. Michael Mineer Citizens Deposit Bank & Trust

Mr. J. Wade Berry Farmers Bank & Trust

Mr. Bill Allen Bank of the Bluegrass and Trust Company

Mr. Neil S. Bryan The Farmers Bank of Milton

Cover photo taken by Nancy Hale “Tulip Poplar Snowy Sunrise�

for the Scenes of Kentucky Photo Contest

Mr. Louis Prichard Kentucky Bank

Ms. Lanie W. Gardner First National Bank of Muhlenberg County

Mr. Thomas J. Smith, III American Bank & Trust Company, Inc.

Ms. Elizabeth Griffin McCoy Planters Bank, Inc.

Mr. Ryan Steger Commonwealth Bank FSB

KBA STAFF Ballard W. Cassady Jr. bcassady@kybanks.com President & CEO Debra K. Stamper dstamper@kybanks.com EVP / General Counsel / Director of Compliance Paula B. Cravens Sturgeon pcravens@kybanks.com Director of Education Solutions Selina O. Parrish sparrish@kybanks.com Director of Vendor Solutions Matthew E. Vance mvance@kybanks.com Chief Financial Officer Miriam Cole mcole@kybanks.com Executive Assistant Paula Cross pcross@kybanks.com Education Services Coordinator Jamie Hampton jhampton@kybanks.com Education Services Coordinator

Natalie Kaelin

nkaelin@kybanks.com Assistant General Counsel

Brandon Maggard bmaggard@kybanks.com Account Representative

Lane Hettich lhettich@kybanks.com Benefit Manager

Lanie Minton lminton@kybanks.com Administrative Assistant

Audrey Whitaker awhitaker@kybanks.com Insurance Services Coodinator

Donna McCartin dmccartin@kybanks.com Benefit Support Specialist

Katie Rajchel krajchel@kybanks.com Staff Accountant

Tim Abbott tabbott@kybanks.com Account Representative

Yvonne Savage ysavage@kybanks.com PAC Services Coordinator

KBA Benefit Solutions

Michelle Madison mmadison@kybanks.com Information Technology Manager

Angie White awhite@kybanks.com Manager, Communications Solutions Steve Whitlow swhitlow@kybanks.com Systems Engineer

Consultant

John P. Cooper jcooper@kybanks.com Legislative Solutions Consultant

KBA Insurance Solutions

Chuck Maggard cmaggard@kybanks.com President & CEO

Lisa Mattingly lmattingly@kybanks.com Director of Sales & Service

HOPE of Kentucky Billie Wade bwade@kybanks.com Executive Director

Tammy Nichols tnichols@kybanks.com Finance Officer & Asset Manager

CONTRIBUTING EDITORS Lane Hettich lhettich@kybanks.com

Angie White awhite@kybanks.com

CONTACT 600 West Main Street Suite 400 Louisville, KY 40202

Phone: 502-582-2453 Fax: 502-584-6390 www.kybanks.com

February 2015 | 3

CHAIRMAN’S CORNER position and our desired legislation is critical to our efforts. One of the most important ways to access our legislators is through support from our Political Action Committee.

At this time of year, with the General Assembly in session, I am reminded once again of one of the best, but often overlooked, benefits of being a member of the Kentucky Bankers Association: Advocacy. I am impressed not only with the voice the KBA carries on banking business issues in Frankfort, but that this voice is driven by staff members and volunteers who get involved and truly make a difference for our industry.

As you are aware, the Kentucky Bankers Association has lobbied on behalf of a piece of legislation to allow our state to honor a deed of trust process.

Access to legislators to explain our

This year I am creating a new event to raise money for our PAC. On July 10th, I will host the Chairman’s Cup, a sporting clays shooting event at Elk Creek Hunt Club in Owenton. Rated as one of the top shooting clubs in the world, Elk Creek is truly a hidden gem for Kentucky. We will gather for a lunch and safety talk at noon, and then head out on the course to shoot our targets. There will be two events for the day. First is a tournament style 100 target event for both team and individual high score. The prize is your name on a trophy housed at the KBA offices and, more importantly, bragging rights for one year!

For those who might not want to compete we will have a 50 target event complete with an instructor who will help you learn how to shoot properly. If you have never shot before, this is the day to come give it a try! We promise to teach proper gun

safety, shooting technique, while having fun at an event you will talk about all year long! Following both events, we will gather at Elk Creek Winery for a reception, awards and a recap of the day. We will have you back on the road home at an early hour.

This promises to be a fun event and an important fundraiser for the PAC. So if you need a day out of the office…come on out and shoot! If you are frustrated with the political process and want to help advance the position of the KBA…come on out and shoot some targets! If you need to relieve some stress...come on out and shoot. If you want to support the KBAPAC…come and shoot! If you think it sounds like fun…come on out and try it! I promise this will be a unique and enjoyable event.

See you in July!

H. Lytle Thomas Heritage Bank

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February 2015 | 4

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February 2015 | 5

STRAIGHT TALK Operation “Choke Point” In my household, my wife makes most of the rules. She also addresses most our children’s mishaps.

She seizes learning opportunities and shows them how to react as level-headed, informed adults.

She approaches the household with a calm, fair method. She does this because she knows I am not qualified to do it - I am sure you approach your bank responsibilities in the same way.

If the majority of U.S. bankers approach their jobs with honesty, how can the House of Representatives Committee on Oversight and Government Reform release a report citing glaring examples of dishonesty, personal animus, and indiscriminate industry profiling? How are we all not up in arms over the egregious behavior of the FDIC? Let me give you a little insight from the staff report, “Operation Choke Point,”1 released in December 2014 by the Committee on Oversight and Government Reform, chaired by Mr. Darrell Issa (CA-49). The committee found evidence of the FDIC equating legitimate and regulated activities such as coin dealers and ammunitions sale with inherently pernicious activities such as Ponzi schemes, debt consolidation scams, and drug paraphernalia.

The FDIC publishes Supervisory Insights, a quarterly journal intended to serve as educational guidance for examiners. In a 2011 publication, “ammunition sales, coin dealers, dating services, firearms sales, government grants, and tobacco sales were identified as “high risk” industries. While the article provided no explanation for the inclusion of any single merchant, the author offered vague criteria associated with high risk behavior such as, “the consumer’s lack of familiarity with the merchant,” and.. ”uncertainty with respect to the quality of the goods and services being offered.”2 When asked for feedback, the FDIC Regional office responded that the high risk merchant list helps “assist examiners in understanding the broad risk considerations that are present in these business lines.”3

The FDIC’s abuse of statutory authority and indiscriminate termination of relationships with legitimate merchants ultimately hurts small business owners and overall economic health. Imagine if your family business was tobacco production and sales, like many of Kentucky’s farmers.

Suddenly, your livelihood is “bad business” all because of a haphazard and uninformed author’s opinion. Where I come from, high risk business does not necessarily mean the goods you sell are questionable, it’s the type of business you conduct. How on earth can personal ill-informed opinions, based on “potentially illegal activities,” trickle down and influence regulators’ decisions and, ultimately, banks’ private business decisions? Because no one is keeping the boss in check.

The report outlines not only spurious claims defining legitimate businesses as “high risk,” but also reports the FDIC targeting known legal industries. “Senior FDIC policymakers opposed payday lending for personal reasons”4 and, to be perfectly honest, I oppose payday lending myself. Most bankers would probably say the same thing because we know a thing or two about money management. However, as bankers we do not have the supervisory power to prohibit the service, nor should banks have action taken against them if they facilitate payday lending. I’m channeling my attorney senses (thanks to my lovely wife, daughter and youngest son) when I say that no government office should be able to blanket target an entire industry with no reference to safety, soundness, or consumer protection.

The report indicates FDIC senior officials were successful in “choking out” payday lenders’ access to the banking system. “As of June 2014, over 80 banks have terminated business relationships with payday lenders as a result of FDIC targeting.”5 In later months, the Department of Justice and FDIC collaborated in “Operation Choke Point” to identify and investigate high risk merchants. By including FDIC guidance in DOJ subpoenas, a clear implication appeared (at least for those of us who can read between the lines): Note to Banks: Remove high risk clients or risk federal investigation.

Let me know what you think: bcassady@kybanks.com

February 2015 | 6

Passing moral judgments on business relationships is 1) ridiculous, and 2) has no place in a free market system. It’s a slippery slope when the public allows government agencies to make [discretionary] morality decisions on business relationships. “Choking off” legitimate businesses from the financial system breeds bad business from the inside. The bank examination process should be free and clear of all biases, dishonesty, and judgments. Banks are held to this standard by customers; let’s hold the regulating offices to this standard as well.

Since writing this article the FDIC has come out to say they really didn’t mean it when they said all that stuff. Yeah, right!

If they would first take the time to talk with bankers who actually practice banking before the staff lawyers (who never worked a day in their lives in banking) wrote this garbage, they would come out with much better, more practical and non-insane rules.

Mark your Calendar for the 2015 Group Meetings

Group 1 - Paducah – May 5th Drake Creek Golf Course Group 2 – Central City – May 6 th Central City Country Club Group 4 - Bowling Green – May 7th Bowling Green Country Club Group 9 - Prestonsburg – May 12th Stonecrest Golf Club Group 7 - London – May 13th London Country Club

1 Issa, Darrell, et al. United States. House of Representatives.

Committee on Oversight and Government Reform. Federal Deposit Insurance Corporation’s Involvement in “Operation Choke Point.” 113th Congress. Washington: GPO, 2014.

2 Guilty Until Proven Innocent? A Study of the Propriety and Legal Authority for the Justice Department’s Operation Choke Point: Hearing before the H. Comm. On the Judiciary, 113th Cong. (July 17, 2014).

3 Email from Charlotte Territory Supervisor, on behalf of Atlanta Regional Director Thomas Dujenksi, to the Managing Editor of Supervisory Insights at FDIC headquarters (May 8, 2011).

Group 6 – Lexington – May 14th Kearney Hill Golf Course Group 8 - Northern Kentucky – May 19th Summit Hills Country Club Group 3/5 - Louisville – May 20th Wildwood Country Club

4 ID at 1.

5 McGrane Victoria. Regulators Seeks Dismissal of “Choke Point” Lawsuit, WSJ, Aug. 19, 2014.

Let me know what you think: bcassady@kybanks.com

February 2015 | 7

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February 2015 | 8

Deaton Announces He Will Not Join the Race to Become the Next Governor of Kentucky Lexington, KY – Luther Deaton, Jr., Chairman, President & CEO of Central Bank and Central Bancshares, has announced he will not pursue the nomination to become the next Governor of Kentucky. Deaton noted, “I am used to evaluating opportunities and assessing risks and have determined that this is not the time for me to seek the office of Governor. As a result, I have decided not to pursue the nomination to become the next Governor of our great Commonwealth of Kentucky.”

He went on to state that, “This does not mean that I am not committed to moving the Commonwealth forward and I will work with our next Governor and elected officials, regardless of their party affiliation, to do what is best for the citizens of Kentucky.”

“Over the past few months Representative John Tilley from Western Kentucky has discussed the campaign and this election with the thought he would be my running mate. I can assure you that Representative Tilley has the passion and the leadership needed to serve our state in any position he would seek. I consider him a great friend.”

“The reason I even considered running was that I recognized the need for leadership in our state. I believed then, and I still do, that I am capable of leading the Commonwealth. With that thought in mind, I want to challenge all of the gubernatorial candidates; from both parties; to address the issues facing the state during the upcoming campaign. We have serious issues, including the state’s retirement system, job creation and providing educational opportunities needed for today’s students to become the leaders we need to provide a better future for all our citizens. I want to remain engaged in the electoral process and urge all the candidates to promote a dialog that will move these issues forward. Likewise, I encourage our news media to pursue these issues that are so essential to the future of our state.”

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Traditional Bank Announces Leadership Changes Mt. Sterling, KY – At a recent meeting of the Traditional Bank Board of Directors, William Alverson was named Chief Executive Officer (CEO) of Traditional Bank. Andy Baker, who has most recently served as the bank’s Executive Vice President, was named President. This announcement follows the retirement of former CEO Bill Bramblet at the end of 2014. Bramblet will continue to serve as chairman of the board of directors.

“Our management succession plan has been in development for several years, and it is exciting to see it come to fruition,” said Bramblet. “Having worked closely with Bill and Andy for many years, I’m very confident in their knowledge, character and commitment to excellence. I know the future of our bank is in good hands,” said Bramblet.

Alverson and his wife Diane reside in Bourbon County. He is an active member of the Central Kentucky community, serving as a board member for several organizations including the Kentucky Bankers Association (KBA), the Paris Bourbon-County Economic Development Authority, Lexington – Fayette County Affordable Housing Trust Fund, YMCA of Fayette County Association board and others.

“It’s very fulfilling to work with an organization that understands the value of service, both on a business and personal level,” said Alverson. “I’m honored to take on this new leadership role and continue the community banking tradition that our bank’s founders began in 1902.” Alverson began his banking career in 1984 with Citizen’s Union National Bank and Trust Company in Lexington, Kentucky. He has served Traditional Bank as a senior officer since 1999 and maintains an office in their downtown Lexington location at 163 West Short Street.

Baker also began his banking career in 1984 – with Traditional Bank. He has been with the organization throughout his banking career. Baker and his wife Mary live in Mt. Sterling. Baker serves as president of the Montgomery County affiliate for Habitat for Humanity and past president of the Mt. Sterling-Montgomery County Chamber of Commerce.

He has many professional involvements as well, serving as a board member for Saint Joseph Mt. Sterling Foundation and an advisory director for the Montgomery County Area Technology Center. Baker will maintain his office at 49 West Main Street in Mt. Sterling.

“Our team approach to decision-making has been critical to the success of our bank and is a philosophy we plan to maintain as we move forward,” said Baker. “Maintaining our community banking culture and commitment to personal service is paramount to our future growth.”

Traditional Bank is a private, community bank with 13 banking centers in Bourbon, Clark, Fayette, Menifee and Montgomery Counties. At the end of 2014, the bank had assets of approximately $1.2 billion.

Two Kentucky First Federal Bancorp Units to Merge Frankfort, Ky.-based Kentucky First Federal Bancorp (MHC) said Feb. 2 that units Hazard, Ky.-based First Federal Savings and Loan Association (MHC) and First Federal Savings Bank of Frankfort (MHC) intend to merge, subject to regulatory approval.

In a news release, Kentucky First Federal Bancorp Chairman Tony Whitaker stated the banks had decided to merge in order to make various support and back-office functions more efficient.

First Federal Savings and Loan of Hazard operates one banking office in Hazard, while First Federal Savings Bank has six banking offices in Kentucky, including three in Frankfort, two in Danville, and one in Lancaster.

After the merger, which is subject to regulatory approval, First Federal Savings Bank will operate from seven offices in February 2015 | 10

Kentucky. It will have assets of approximately $304 million, net loans of about $244 million and deposits of roughly $209 million. Its shareholder’s equity will be approximately $62 million, with tangible equity of about $49 million.

All employees of First Federal Savings and Loan of Hazard will be retained and all directors of the bank will be offered a seat on the board, subject to regulatory approval. Lou Ella Farler, currently president and CEO of First Federal Savings and Loan of Hazard, will serve as the Hazard area president of First Federal Savings Bank, alongside R. Clay Hulette, who is Frankfort area president, and William Johnson, who is Danville-Lancaster area president.

Kentucky First Federal Bancorp is owned in part by Hazard, KY-based First Federal MHC.

February 2015 | 11

2015 WASHINGTON DC TRIP MARCH 15 - 18

The Hay-Adams Hotel Agenda (subject to change) Sunday, March 15 – General Arrival Registration Welcome Reception Monday, March 16 – Agency Briefings ABA, Treasury, FHFA, OCC

Tuesday, March 17- Agency Briefings CFPB, FDIC Briefings with Congressional delegates on the Hill Wednesday, March 18 – Tour of The Capitol Briefings with Congressional delegates on the Hill

REGISTRATION FORM Registration Fee: $375

Spouse / Guest Fee: $75 (Reception Only)

Bank Name _____________________________________________________________________________ Address _______________________________ City __________________________ Zip ______________ Phone _______________________ Fax ___________________ Email _____________________________

HOTEL INFORMATION - THE HAY-ADAMS

Room rate for Superior room: $335 per night The KBA has reserved a block of rooms at a discounted rate. These rooms are on a first come, first served basis and once they are gone, they are gone. Reservations are open now through February 23, 2015. Please call (202)638-6600 or (800)424-5054 to make reservations. You must inform them you are with the KBA group to ensure discounted rates.

PAYMENT METHOD: Bill My Bank

Check Made Payable to KBA

Visa / MC

Name on Credit Card ________________________________________________________________________ Billling Address _______________________________________________________________________________ City ___________________________________ State ______________________ Zip ______________________ Card Number _________________________________ Exp. Date _________________ CSC ______________ CSC______________________

Mail to: 600 West Main Street, Suite 400, Louisville, KY 40202 Questions? Call 502-582-2453 and ask for Yvonne Savage February 2015 | 12

OR

Fax: 502-584-6390

First National Bank of Grayson Opens Morehead Location First National Bank of Grayson opened a new office in Morehead. The “soft opening” was held on January 2, 2015. Morehead will become the Grayson bank’s eighth location. The bank currently has two locations in Grayson and single branches in Rush, Willard, Olive Hill, West Liberty and Sandy Hook.

Pictured left to right: Kelli Barhorst - Teller, David Ison - West Liberty Office Manager, Eric Stinson - SVP & Commercial Lender, Dr. Paul Lewis - Director, Harold Dyer - Director, Chad McGuire - Chairman, E E McGuire - Chairman Emeritus, Willis Kelley - President/CEO, Kevin Anderson - Morehead Office Manager, Derrick Griffith - IT Officer, Joshua Wright - AVP Asst Morehead Office Manager, Ben Tackett, & Nick Anderson.

Central Bank Begins Search for New President Louisville, KY – For the first time in nearly ten years Central Bank of Jefferson County will be searching for a new President.

James Clay Smith, who had served as president since October 2005, left to pursue a banking opportunity in another state. "James Clay left the bank in a really good place,” noted board chairman Ron Carmicle. “He was an excellent performer and leader.” Carmicle added, “Our board is very pleased with the bank’s performance and is actively engaged in a search for a new president. We will take our time to ensure we find the right person to join our organization.”

Central Bank of Jefferson County operates three banking centers: Hurstbourne Place, Suite 100 at 9300 Shelbyville Road, 4630 Taylorsville Road and Waterfront Plaza at 321 West Main Street. The bank had total deposits of $166 million on June 30, 2014, and is ranked 14th among Jefferson County banks.

The members of the Board of Central Bank of Jefferson County include: Jonathan Blue, Blue Equity, LLC; Ronald

Carmicle, partner, McCall Group; Marcia Cassady, director, Capital Link Consultants; Luther Deaton, Jr., chairman, president & CEO, Central Bancshares, Inc.; Michael Foley, partner, Ray, Foley, Hensley & Company, PLLC; William Malone, retired, Deming Malone, Livesay & Ostroff, William Summers, IV, retired deputy mayor, Louisville Metro Government; and Jude Thompson, owner & CEO, Transform Business Solutions, LLC. Central Bank of Jefferson County is a wholly-owned subsidiary of Central Bancshares, Inc. in Lexington, KY. Central Bank serves individual consumers and small-to-middle market businesses with full-service banking, investment, mortgage, insurance and wealth management services.

Central Bancshares operates 26 banking offices and 36 ATMs in Boone, Clark, Fayette, Jefferson, Jessamine, Kenton, Madison, and Scott counties. Central Bancshares is the holding company for Central Bank & Trust Co., Central Bank of Jefferson County, Central Insurance Services and Central Investment Center. Central Bank was recently honored to be named among the top community banks to work for in America.

For Additional Information: Ronald Carmicle, Chairman of the Board Central Bank of Jefferson County 502-361-9268

February 2015 | 13

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Kentucky Bancshares Acquires Madison Financial Corporation Paris, KY and Richmond, KY – January 21, 2015 - Kentucky Bancshares, Inc. (OTC.KTYB), the parent company of Kentucky Bank, and Madison Financial Corporation (“Madison”), the parent company of Madison Bank, jointly announced today that they have entered into an agreement and plan of share exchange (“Agreement”) in which Kentucky Bancshares will acquire Madison in a common-forcommon share exchange transaction.

Under the terms of the Agreement, Kentucky Bancshares will exchange for each issued and outstanding share of Madison common stock 1.1927 shares of Kentucky Bancshares common stock, subject to potential adjustments at closing. Based on Kentucky Bancshares’ 20 trading day average common stock price of $27.25 per share, as of January 16, 2015, assuming no exchange ratio adjustments, the transaction is valued at approximately $7.2 million with a per share value of $32.50 for each share of Madison common stock. The transaction is subject to Madison shareholder approval and customary regulatory approvals and is expected to close late in the second quarter or the third quarter of 2015.

Upon the consummation of the transaction, Madison will be merged with and into Kentucky Bancshares and Madison Bank will be merged with and into Kentucky Bank. At that time, Madison Bank offices will become branches of Kentucky Bank. Madison Bank currently operates three branches in the city of Richmond, Kentucky with total assets of $121 million, including $83 million in loans, and with

total deposits of $103 million. Richmond is located in Madison County and is approximately twenty-five miles south of Lexington, Kentucky. Kentucky Bancshares estimates that the combined institution will have $914 million in assets, $693 million in deposits and 18 branches serving central and eastern Kentucky.

“Madison Bank has great strengths in its customers and employees,” said Louis Prichard, President and CEO of Kentucky Bancshares, Inc. “This transaction will expand our existing footprint in Madison County and is a strategic step in our continued pursuit to create a high-performing community bank that is focused on relationship banking in the best sense of the term.”

Michael Eaves, Chairman of the Board of Directors of Madison, commented, “We look forward to the business combination. Kentucky Bank has the community bank values that our customers know and appreciate as well as a diverse suite of products which will allow us to offer broader and enhanced services to our customers.” Kentucky Bancshares expects the transaction to be accretive to earnings per share in the first full year of operations, excluding any onetime restructuring charges, and that the combined subsidiary bank will exceed “well-capitalized” thresholds under all regulatory definitions. Kentucky Bancshares estimates 2% dilution to tangible book value per share with tangible book value earn-back in approximately three years. Services, Inc. has acted as financial advisor to Madison Financial Corporation.

February 2015 | 15

SAVE 20-30% WITH PALLADIUM CONSULTING In keeping with the Kentucky Bankers Association mission statement to provide each member institution with the resources necessary to drive efficiencies and increase your bottom line, the KBA is excited to announce our endorsement of Palladium Consulting, one of the region’s premier telecommunications consulting firms.

Specializing in telecom brokerage since 1999 the firm offers clients unparalleled industry expertise and can identify approximately 20-30% savings on phone, Internet and cloud services solutions. And they offer their services to you completely FREE of charge. Many organizations think of telecommunications as a sunk cost for their operations, but Palladium is able to identify savings that can be immediately reinvested back into your technology solutions.

For more information about Palladium Consulting and how they can help you save money while making you more competitive, please contact Selina Parrish at the KBA at (502) 736-1282 or sparrish@kybanks.com, or visit Palladium Consulting online at PCGcom.com. We know Palladium can help you start saving immediately.

Emeritus UK Gatton College Professor Mullineaux Named Chair of Federal Home Loan Bank University of Kentucky Gatton College Professor Emeritus Donald J. Mullineaux recently was elected to serve as chair of the board of directors of the Federal Home Loan Bank of Cincinnati. He succeeds Carl J. Wick as chair, for a two-year term beginning Jan. 1, 2015.

Mullineaux, who retired earlier this year after 30 years on the faculty of UK’s Gatton College of Business and Economics, was first elected to serve on the board as an independent director beginning in 2010, and was re-elected in 2012.

“I am honored that my colleagues on the board saw fit to select me for this important position,” said Mullineaux.

“This institution provides financial services to member institutions in support of housing and economic development in Kentucky, Ohio and Tennessee.”

Mullineaux, a resident of Lexington, is Emeritus duPont Endowed Chair in Banking and Financial Services at the Gatton College. He received his doctorate in economics from Boston College and is a former senior vice president and director of research at the Federal Reserve Bank of Phila-

February 2015 | 16

delphia. Mullineaux has served as the curriculum director of the American Bankers Association’s Stonier Graduate School of Banking since 2002 and is widely published in the academic and financial press. He served as chair of the FHLBank’s Finance and Risk Management Committee prior to his election as chair of the board.

Over the course of his three decades at UK, Mullineaux received numerous awards and honors for his teaching and research. In addition, he is regularly sought out by members of the news media for his expertise on banking and finance issues.

“The FHLBank of Cincinnati is indeed fortunate to have a person of Don Mullineaux’s knowledge and experience to serve as its chair of the board,” said David W. Blackwell, dean of the Gatton College.

Mullineaux has been an integral part of the Kentucky Bankers Association education programs over the years. He published the KBA 100 year anniversary history book and continues to teach at many seminars and programs offered by the KBA.

Citizens Bank & Trust Marks a Milestone for One of Their Own Adine Sullivan, a Citizens Bank & Trust employee for 50 years, recently retired at the end of 2014. As a celebration the staff hosted a party themed “Party like 1964” to commemorate what her first year on the job might have looked like. All of the employees dressed in their best 60’s attire that day. Mark Johnson, President/CEO, of Citizens Bank presented her the award from KBA to recognize her 50 years of service at the bank.

Congratulations Adine Sullivan.

Picture at right: Citizens Guaranty Bank held a ground breaking ceremony on December 3, 2014 for their new Richmond branch which will be located on the Robert Martin Bypass in Richmond next to Toyota South. The bank, based in Irvine, has branches in Irvine, Richmond, Berea and London.

February 2015 | 17

Bill Bramblet Retires as Traditional Bank CEO Mount Sterling, KY (January 2, 2015) – William B. “Bill” Bramblet retired December 31, 2014 as Chief Executive Officer (CEO) of Traditional Bank after 30 years of service.

Traditional Bank employees and board members celebrated Bramblet’s contributions alongside three of his fellow retirees at a company party on November 14 at Marriott’s Griffin Gate resort in Lexington.

Members of the Mt. Sterling community had the opportunity to wish Bramblet well during an open house held at the Main Bank offices on December 18. The well-attended event featured refreshments and a special musical tribute performed by Traditional Bank staff members Cheri Colvin, Ann Duff, Tammy Henderson, Elaine McKenna and Trish McClain.

are just a few of the qualities that made him a great CEO.” Bramblet began his banking career in 1984 as a loan officer with Montgomery Bank and Trust Company, which would later become Traditional Bank. He joined the board of directors that same year. He was promoted to Chief Administrative Officer in 1991, to President in 2004 and was named Chief Executive Officer for Traditional Bank in 2007. Bramblet was elected Chairman of the Board in 2011 and continues to serve Traditional Bank and its parent Traditional Bancorporation in that important role.

“We are very fortunate to have Bill continue in his role as Chairman of the Board,” said newly elected CEO and former Traditional Bank president Bill Alverson.

“As CEO, Bill was always fair in his decisions, thoughtful in his actions, and never demanded more from others than he did from himself. I’ve learned a lot about leadership from Bill, and I hope to mirror some of his qualities as I step into my new role,” Alverson said. “I know that I’m a better banker for having been lucky enough to work alongside him.”

Bramblet has volunteered his time and leadership with a variety of Central Kentucky organizations, having served as president of the Mt. Sterling / Montgomery County Chamber of Commerce and treasurer for Montgomery County Community Development, as well as president of the Transylvania University Alumni Executive Board. He currently serves as a trustee of Lexington Theological Seminary. Always an enthusiastic supporter of programs which positively impact youth, Bramblet served on School-Based Decision Making Councils for Mapleton Elementary School and McNabb Middle School, and coached recreational league baseball for more than 10 years.

When asked about Bramblet’s leadership role, Traditional Bank president Andy Baker said, “Bill is never one to take credit for his accomplishments. But he led our bank through some very challenging economic times and succeeded in substantially growing our organization without sacrificing our culture.”

“Bill has been an invaluable mentor to numerous staff members, including me,” Baker said. “His accessibility, his willingness to listen and provide constructive advice – these February 2015 | 18

Bramblet said of his 30-year banking career, “Many facets of banking have changed over the years, but one key thing remains, and that is that people make the difference. Clients still want to be treated fairly and to have a relationship with their banker. Employees and customers still need to know that you care more about them than you do the bottom line. Our bank has been successful because we have not forgotten these principles,” Bramblet said, “and any career success I have personally achieved I owe to the stellar team who has surrounded me these past thirty years. The thing I’ll miss most is interacting with our people each day – watching them care for their customers, their co-workers and their communities. It has made for an incredibly rewarding banking career.”

Bankers on the Move Brad Mattingly was promoted to Vice President of Lending at the Farmers National Bank of Lebanon. Chief Financial Officer, Jim Richardson, says, “Brad has been successful in each of the areas where we’ve assigned him.

His CPA credentials coupled with his lending experience over the past 5 years make him the perfect choice to take on this broader role in FNB’s senior management team.”

Community Bank Shares of Indiana, Inc. the holding company for Your Community Bank and The Scott County State Bank, today has named Phillip J. Keller as a member of its Board of Directors.

Mr. Keller brings a combined 26 years to Community Bank Shares with expertise in finance and accounting in various healthcare and pharmaceutical organizations.

Central Bank Chairman, President and CEO, Luther Deaton, Jr., has announced that Jeff Murphy has joined Central Bank as Vice President, Business Development. A native of Owensboro, Jeff received his B.A. in Corporate and Organizational Communication from Western Kentucky University. Jeff joins Central Bank with nine years of experience in consumer and business banking.

First Security Bank Announces Hiring of Sr. Vice President of Mortgage Banking.

Prior to joining the bank, Brad Belcher was Mortgage Market Manager at PNC Bank where he was named one of Mortgage Originator Magazine’s Top 200 Mortgage Originators. He achieved the highest Customer Satisfaction Rating in the Kentucky Market and was instrumental in developing the Middle Tennessee

Forcht Bank is proud to announce that Stephen Brunson has been named as their newest Vice President of Business Development in Burlington. Mr. Brunson, who previously was with Citizens Bank of NKY, has over 25 years of banking experience.

Planters Bank announces the promotion of Eyvette Sellers to assistant vice president of treasury banking. Sellers joined Planters in November, 2007 as a new account administrator and moved to the treasury management department in 2009. She was promoted to treasury management banking officer in December, 2010.

Central Bank Chairman, President and CEO, Luther Deaton, Jr., has announced that Jeff Wagner has joined Central Bank as Vice President, Retail banking. Mr. Wagner, a native of Newport and graduate of Northern Kentucky University, will be working out of the Crestview Hills location. Jeff joins Central Bank with more than fifteen years of experience in retail banking, including experience in management, sales and employee development.

Linda Morris, Compliance Officer with First Kentucky Bank, was recently awarded the Certified Regulatory Compliance Manager (CRCM) designation from the Institute of Certified Bankers (ICB), a subsidiary of the American Bankers Association, in Washington, DC. First Kentucky President/CEO David A. Long stated, “We are extremely proud of Linda and her accomplishment."

Town & Country Bank recently announced the appointment of Coby Adkins as the Vice President and Market Manager for its Nicholasville location.

Coby brings with him 15 years of banking experience in various leadership roles.

His most recent bank position was Vice President of Business Banking with PNC Bank where he assisted business owners in achieving their financial goals by providing both personal and business solutions to privately held companies. Prior to that Coby worked for Fifth Third Bank in various roles and was also a Corporal- Military Policeman- in the United States Marine Corps for 6 years.

February 2015 | 19

CoBank does big financing deals with AT&T, U.S. Cellular In just two days this month, CoBank committed to providing $425 million of taxpayer-subsidized funding to two of the largest stockholder-owned telecommunications companies – $225 million on January 22 to U.S. Cellular and $200 million on January 21 to AT&T. These loans follow on the heels of CoBank’s $350 million loan last June to Frontier Communications and CoBank’s $725 million loan to Verizon last February. These four credit extensions to stockholder-owned corporations total $1.5 billion. According to an SEC 8-K filing on the U.S. Cellular deal, it appears that CoBank sold participations of at least $5 million each to the Farm Credit Bank of Texas and twelve FCS directlending associations. An interesting question is whether these associations have the authority, under the Farm Credit Act, to lend money to U.S. Cellular.

less. This loan was made under the Farm Credit Act’s similar lending authority as it relates to rural telecom lending.” [emphasis supplied] Leaving aside the fact that AT&T, U.S. Cellular, Verizon, and Frontier Communications can hardly be characterized as rural telecom companies even though they may serve rural areas, it is hard to imagine that Congress, when it granted the FCS the authority to lend to rural cooperatives in 1933, envisioned that the FCS, and CoBank specifically, would use that authority “to participate in large corporate banking transactions.” It also is hard to believe that when Congress granted what today is CoBank the authority to lend to “similar entities,” that is, businesses “functionally similar” to the telephone cooperatives eligible to borrow from CoBank, it intended for CoBank to be providing taxpayer-subsidized credit to large firms readily able to tap global capital markets. These four loans certainly warrant congressional scrutiny as they are excellent examples of, one, the FCS, and CoBank in particular, abusing its lending authority and, two, the FCA turning a blind eye towards these deals.

Indiana college obtains $27 million loan from the FCS

These loans lie far outside CoBank’s authority to lend to cooperatively owned telephone companies, yet it appears the FCS’s regulator, the Farm Credit Administration (FCA), has done nothing to prohibit CoBank’s lending to corporate America. In fact, it appears that the FCA has green-lighted CoBank’s expansion into financing stockholder-owned utilities. Perhaps that light flashed green for CoBank when FCA board member and former chairman Leland Strom vigorously defended the Verizon loan at the secret symposium the FCA held last January where FCS insiders and selected guests discussed the future of the FCS. Strom stated that “greater lending capacity provides opportunity for [FCS] institutions like CoBank to participate in large corporate banking transactions such as the recent Verizon purchase of Vodaphone’s stake in Verizon WireFebruary 2015 | 20

An even more egregious FCS lending abuse occurred in May 2013, when St. Joseph’s College in Rensselaer, Indiana, borrowed $27 million from Farm Credit Mid-America (FCMA); FCMA, headquartered in Louisville, is the secondlargest FCS direct-lending association. According to a St. Joseph’s news release, the college refinanced “its long term debt obligations through partnerships with DeMotte State Bank [of DeMotte, Indiana] and [FCMA].” The loan “will be locked in at a fixed interest rate for a 20 year term.” Reportedly, the bank, with assets of $364 million, merely services the loan on behalf of FCMA. Clearly the FCS is not authorized to lend to educational institutions, which raises the question: How could FCMA make this loan to the college? According to news reports, the late Juanita Kious Waugh, upon her death in 2010, bequeathed 7,634 acres of farmland, valued at approximately $40 million, to St. Joseph’s, which already owned another 800 acres of farmland. The farmland is leased and actively farmed; in addition, windmills on the land generate substantial revenue. Presumably this valuable farmland collateralizes the FCMA loan. But there are two problems with this arrangement.

First, is St. Joseph’s an eligible FCS borrower?

More specifically, to use the language of the Farm Credit Act, is St. Joseph’s a bona fide farmer, rancher, or producer or harvester of aquatic products given that the college leases its farmland to persons who do the actual farming?

FCA regulations define a bona fide farmer as “a person owning agricultural land or engaged in the production of agricultural products, including aquatic products.” [emphasis supplied] However, the first portion of the regulation, “a person owning,” goes beyond a plain reading of the phrase “bona fide” as that phrase is used in the Farm Credit Act. The dictionary meaning of “bona fide” is genuine or real. Synonyms include authentic, true, actual, legitimate, and valid. All of these meanings apply to a person actually engaged in farming – they certainly do not apply to a person, or a college, who merely owns the farmland and leases that land to actual farmers. Hence, the FCA regulation governing who is eligible to borrow from the FCS has a far broader scope than the statute on which that regulation is based.

question: Can FCMA place a valid first lien on the farmland given that the college is barred from selling the land under any circumstance? If not, then is FCMA’s loan to the college a real estate loan or an unsecured loan, which clearly FCMA cannot make to an educational institution.

In November, I asked the FCA if St. Joseph’s could be considered to be a “bona fide” farmer as Congress meant that term to be interpreted. I also sent the FCA information about the FCMA loan, including copies of news articles reporting that the Waugh farmland cannot be sold. Michael Stokke, the FCA’s Director of Congressional and Public Affairs, responding to my email, stated that my inquiry “does not involve a loan for which you are obligated,” which is how the FCA often blows off complaints about improper FCS lending. Stokke’s letter then stated that “we assure you that, under our examination authority, we have reviewed [FCMA’s] relationship with the College and determined that, in its business dealings with the College, [FCMA] has complied with our regulations.” Hence, it appears that the FCA is saying that an FCS institution can make an unsecured loan to an educational institution that is not actually engaged in farming. Presumably FCA Chairman Jill Long Thompson, who used to represent a congressional district near Rensselaer, agrees with Stokke’s response. I also asked a representative of FCMA about the appropriateness of this loan. To date, FCMA has not responded, which is not surprising. This is another FCS loan that merits congressional inquiry.

Report FCS lending abuses to: green-acres@ely-co.com Second, even if St. Joseph’s is an eligible FCS borrower, can FCMA establish a valid first lien on the farmland Ms. Waugh donated to the college given that the Farm Credit Act requires that FCS real estate loans must be secured by a first lien on the real estate securing the loan. Ms. Waugh, reportedly a savvy businesswoman, “worried that the church might one day overturn any agreement she had with the college and sell her land if it needed cash.”

Therefore, to prevent the sale of the land, “she stipulated in her will and written agreements with the college that neither the college nor the church could sell the farmland, going so far as to stipulate in the transfer deed that the land could be used only for farming and wind-energy production and never sold.” This restriction raises this crucial

Phone: 703-836-4101 Mail: P.O. Box 320700, Alexandria, Virginia 22320

February 2015 | 21

Educate to Create a Successful Mortgage Operation In the mortgage business, success is dependent on what you know. During the past few years, our industry has witnessed unprecedented change brought about largely as a reaction to the near collapse of the financial markets. The mortgage lending area was especially affected by subsequent legislation.

The enactment of the Dodd-Frank bill and the many regulations produced by it had a tremendous impact on the industry.

Staying abreast of change is a critical component of the individual staff member’s success, and thus the operation. One of the main challenges is to build upon existing strengths of the individual and to create an excellent education experience.

The training investment should have equal consideration as other capital expenditures. A knowledgeable employee is better able to perform their job - adding efficiency in productivity. These factors give the bank a competitive advantage that increases the bottom line.

A well-designed mortgage training program should not be established just for the sake of doing it. In the first and subsequent Government Sponsored Enterprise (GSE’s) audits I experienced, the first items requested were the training program with a list of specific courses completed by the mortgage staff.

A well-designed program will not be a “shotgun” approach.

Often bankers see the training function addressed by having everyone taking the same assigned web classes. Employees are given the “list” and told they have to be completed in a certain time frame. Many staff members end up taking classes in which they have already mastered the subject matter or the module does not apply to the skills required to successfully perform their job functions.

The banking industry does not have to reinvent the “education wheel.” We just need to adopt practices and procedures utilized successfully by our public school systems. Fortunately, I have an advantage in this area. My career prior to entering the banking profession more than three decades ago was teaching. Within my family are three generations of educators and I had the experience of witnessing the changes occurring in that profession. Many times educators are required to develop student specific individualized education plans. As bankers we can adapt this process. A mortgage specific employee development program will result in: • Operation Effectiveness and Efficiency: Employees that are cross trained will able to think logically.

• Motivation: Training and development opportunities create job satisfaction and loyalty.

• Recruitment: Employees want a workplace in which they can further their career.

• Risk Reduction: Both reputational and compliance risk can be reduced.

• Improved Employee Performance: Employees who are competent and ahead of peers in our changing industry will asFebruary 2015 | 22

sist the bank to be a market leader as well as have a more competitive edge.

The planning and production of a training program is not a single step by step process. Instead, it involves planning, commitment, monitoring, needs analysis, strategy and evaluation.

Banks must recognize the importance of education and its contribution to their success. We should make training a continuous process. Train, practice, challenge and evaluate the results. In order to create a learning culture, it should be embraced and driven right from the top. After all, customers want to deal with the most knowledgeable mortgage lending professionals in the market who possess the skills to serve their needs.

Tom Hughes can be contacted via email at thughes@bankersmortgageconsulting.com

Interested in Learning More?

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A sample job description will be provided for the originator, processor & underwriter.

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The Process

Stage 1: Origination BASIC TRAINING FOR LOAN OFFICERS OF 1‐4 FAMILY RESIDENTIAL LENDING Proper Application Procedures: This class details one of the most important steps in mortgage lending, taking a proper loan application.

While every step is important the application sets the pace for a fast approval and a satisfied borrower. Loan Officers are taken step by step through each field on the 1003 Uniform Residential Loan Application. This allows them to understand the importance and need to fill out the appropriate fields and knowledgeably explain to the Borrower the need for the information requested.

Application Documentation Required: The second step to a complete loan application is requesting and receiving the proper documentation to approve a mortgage loan. This class explains how to evaluate the application and what documents will be required based on the borrower’s work, residency and credit history. Understanding what documents allow an underwriter to approve a loan application with minimal or no conditions again creates a satisfied borrower.

Stage 2: Loan Processing This course will provide the very basis of mortgage loan processing. During the course the Banker will acquire a thorough understanding of mortgage loan processing from both a loan processor and underwriter’s point of view. You will have an in-depth study of conventional loan calculation and requirements. The instructors will present intensive training in the basics of residential mortgage applications, credit reports, appraisal, title and much more!

Stage 3: Residential Underwriting The real estate industry has gone through dramatic change since the financial crisis. The management of risk is more important than ever. For underwriters this means being on top of the game, aware of the latest requirements, technology and methods used to evaluate and manage risk.

Bankers attending the course will learn about the methods and skills needed to successfully evaluate mortgage loan files, the thought process and insights required to analyze the loan application.

Audience This school is designed to bring all 3 stages of mortgage lending together for a complete picture.

Pre‐Qualifying the Borrower: In this session you will learn how to evaluate the application and the documentation from the view of an underwriter. This step is critical to counsel the borrower for the entire loan process, how to review and calculate borrower income based on their particular line of work. Also how to discuss potential concerns or reasons their loan may not be approved.

Communicating With the Borrower: One of the largest complaints a borrower expresses is not being informed during the loan process. This class outlines proper communication that develops referral business and satisfied borrowers. It also helps you manage your time better by not having daily interruptions with borrower.

February 2015 | 23

UPCOMING EDUCATION EVENTS & SEMINARS Real Estate Lending Compliance Seminar February 24 & 25 Bowling Green February 26 & 27 Madisonville March 3 & 4 Lexington Deposit Compliance Fundamentals Pegasus Seminar March 17 Lexington March 19 Elizabethtown March 24 Somerset March 25 Bowling Green March 26 Gilbertsville Banking Businesses and Fiduciaries in Kentucky Pegasus Seminar March 23 Gilbertsville March 24 Bowling Green March 25 Elizabethtown March 30 Madisonville March 31 Lexington Consumer Lending School Two-day Program March 24 & 25 Bowling Green March 26 & 27 Lexington

February 2015 | 24

Integrated Disclosures Compliance Seminar April 14 Lexington April 15 Bowling Green NEW! Mortgage Lending School April 20 – 23 Louisville Call Report Seminar May 19 Bowling Green May 20 Lexington Bank Security Seminar Identify Theft: aka Social Engineering May 28 Louisville General Banking School May 31 – June 5 Louisville Regulators Forum June 18 Bowling Green June 19 Lexington