Federal Reserve Bank of Richmond

Section V_- Availability of CRA Public Evaluations

Week ending March 21, 1997

Definition of Ratings

Outstanding record of meeting community credit needs.
An institution in this group has an outstanding record of, and is a leader in,
ascertaining and helping to meet the credit needs of its entire delineated
community, including low- and moderate-income neighborhoods, in a manner con-
sistent with its resources and capabilities.

Satisfactory record of meeting community credit needs.
An institution in this group has a satisfactory record of ascertaining and
helping to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner consistent
with its resources and capabilities.

Needs to improve record of meeting community credit needs.
An institution in this group needs to improve its overall record of ascer-
taining and helping to meet the credit needs of its entire delineated
community, including low- and moderate-income neighborhoods, in a manner
consistent with its resources and capabilities.

Substantial noncompliance in meeting community credit needs.
An institution in this group has a substantially deficient record of ascer-
taining and helping to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner consistent with
its resources and capabilities.

Examination
Date Rating

None.



FEDERAL RESERVE BANK OF DALLAS APPLICATIONS BULLETIN
APPLICATIONS AND NOTIFICATIONS FILED DURING THE WEEK OF MARCH 17, 1997

SECTI Al Tl P.
NOTICE ONLY

APPLICATION NOTICE EXP

*Section 18(c) application received from

Minden Bank & Trust Company, Minden, LA,

to acquire First Federal Savings Bank,

Shreveport, LA N/A

*Section 9 application received from

Minden Bank & Trust Company, Minden, LA,

to establish a branch at 6601 Youree Drive,

Shreveport, LA 71105 N/A

SE II_- LI T
NEWSPAPER AND FED! RE T.

APPLICATION ** NOTI

Change in Control Notice by

Donald E. Powell, Amarillo, TX,

only notificant to acquire an interest

in Tejas Bancshares, Inc., Fritch, TX N/A

Change in Control Notice by

Barney Lee Popnoe, Coleman, TX. et al

to acquire an interest in Coleman

Bankshares, Inc., Coleman, TX N/A

Change in Control Notice by

Dolph Briscoe, Jr., Uvalde, TX,

only notificant to acquire an interest in

Zavala Bankshares, Inc., Crystal City, TX N/A

*Section 3(a)(1) application by

Concordia Capital Corporation, Vidalia, LA,

to acquire Concordia Bank & Trust Company,

Vidalia, LA N/A


FEDERAL RESERVE BANK OF MINNEAPOLIS
Section V - Availability of
CRA Public Evaluations
week ending March 21, 1997

ASSIGNMENT OF RATING

Identification of Ratings

In connection with the assessment of each insured depository institution’s CRA performance, a rating
is assigned from the following groups:

OUTSTANDING RECORD OF MEETING COMMUNITY CREDIT NEEDS.

An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping to
meet the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

SATISFACTORY RECORD OF MEETING COMMUNITY CREDIT NEEDS.

An institution in this group has a satisfactory record of ascertaining and helping to meet the credit
needs of its entire delineated community, including low- and moderate-income neighborhoods, in a
manner consistent with its resources and capabilities.

NEEDS TO IMPROVE RECORD OF MEETING COMMUNITY CREDIT NEEDS.

An institution in this group needs to improve its overall record of ascertaining and helping to meet the
credit needs of its entire delineated community, including low- and moderate-income neighborhoods,
in a manner consistent with its resources and capabilities.

SUBSTANTIAL NONCOMPLIANCE IN MEETING COMMUNITY CREDIT NEEDS.

An institution in this group has a substantially deficient record of ascertaining and helping to meet the
credit needs of its entire delineated community, including low-and moderate-income neighborhoods, in
a manner consistent with its resources and capabilities.

BANK(S) EXAMINED DATE OF EXAMINATION CRA RATING

First Security Bank of Missoula December 9, 1996 Satisfactory
1704 Dearborn

P.O. Box 4506

Missoula, Montana 59806-4506

First State Bank of Froid December 10, 1996 Satisfactory
109 Main Street

P.O. Box 128

Froid, Montana 59226-0128


FEDERAL RESERVE BANK OF SAN FRANCISCO
Week ending 3/21/97
Section V_- Availability of CRA Public Evaluati

The CRA public evaluations of the institution(s) below became available during this week. Information
about a particular institution's CRA evaluation may be obtained directly from the institution.

Instituti l . Examination D ae
Valley Commecial Bank 4110 Pacific Avenue 10/21/96 Satisfactory
PO Box 788
Forest Grove, OR 97116-0766
(503) 359-4495

*Under the rating system an institution's CRA performance is assigned one of the following four ratings:

Outstanding record of meeting community credit needs: An institution has an outstanding record of,
and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

Satisfactory record of meeting community credit needs: An institution has a satisfactory record of
ascertaining and meeting the credit needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent with its resources and capabilities.

Needs to Improve record of meeting community credit needs: An institution needs to improve its
overall record of ascertaining and helping to meet the credit needs of its entire delineated community,
including low- to moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

Substantial Noncompliance in meeting community credit needs: An institution has a substantially
deficient record of ascertaining and helping to meet the credit needs of its entire delineated community,

including low- to moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

The above listing has been prepared as a courtesy by the Federal Reserve Bank of San Francisco, and is
not intended to replace formal notices required by statute or regulation; the Reserve Bank assumes no
responsibility for errors or omissions.



Satisfactory record of meeting community credit needs.

An institution in this group lias a satisfactory record of ascertaining
and helping to meet the credit needs of its entire delineated
community, including low- and moderate- income neighborhoods,
in a manner consistent with its resources and capabilities.

Needs to improve record of meeting community credit needs.
An institution in this group needs to improve its overall record
of ascertaining and helping to meet the credit needs of its entire

delineated community, including low- and moderate income
neighborhoods, in a manner consistent with its resources and capabilities.

Substantial noncompliance in meeting community credit needs.
An institution in this group has a substantially deficient
record of ascertaining and helping to meet the credit needs of its entire
delineated community, including low- and moderate- income a
neighborhoods, in a manner consistent with its resources and capabilities.
Week Ending March 22, 1997

NAME OF BANK RATING EXAMINATION DATE

None.

T/ Subject to provisions of Community Reinvestment Act.
2/ Later of dates specified in newspaper and Federal Register notices.
3/ Date specified in newspaper notice; a later date may be specified in
the Federal Register notice.
4/ Date specified in Federal Register notice; a later date may be
specified in the newspaper notice.
/A - Not Available



ion 10 - Availability of. i it

The CRA public evaluations of the insured depository institutions listed below became available
during this week. Information about an institution's CRA evaluation may be obtained directly
from the institution. In connection with the assessment of an institution's CRA performance, a
rating is assigned from the following groups:

Outstanding record of meeting community credit needs: An institution has an outstanding
record of, and is a leader in, ascertaining and helping to meet the credit needs of its entire
delineated community, including low- and moderate-income neighborhoods, in a manner
consistent with its resources and capabilities.

Satisfactory record of meeting community credit needs: An institution has a satisfactory record
of ascertaining and helping to meet the credit needs of its entire delineated community, including
low- and moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

Needs to improve record of meeting community credit needs: An institution needs to improve
its overall record of ascertaining and helping to meet the credit needs of its entire delineated
community, including low- and moderate-income neighborhoods, in a manner consistent with its
resources and capabilities.

Substantial noncompliance in meeting community credit needs: An institution has a
substantially deficient record of ascertaining and helping to meet the credit needs of its entire
delineated community, including low- and moderate-income neighborhoods, in a manner
consistent with its resources and capabilities.

None.



*Section 3(a)(1) application by

Medina Bankshares, Inc., D'Hanis, TX,

to acquire Medina Financial, Inc.,

Carson City, NV, and D'Hanis State Bank,

D'Hanis, TX N/A

*Section 3(a)(1) application by
Medina Financial, Inc., Carson City, NV,
to acquire D'Hanis State Bank, D'Hanis, TX N/A

*Section 3(a)(3) application by

Eden Financial Corporation, San Angelo, TX, to

acquire First State Bank of Rankin, Rankin, TX 97/03/29
(Previously reported during the week of 2-24-97)

TION ~ APP. INS REI

NOTICE ONLY

APPLICATION NOT

None.

ION : NOT FI L_RI IT

N ICE

APPLICATION

None.

* SUBJECT TO CRA.

** EXPIRATION DATE IS THE DATE SPECIFIED IN THE NEWSPAPER NOTICE ONLY.
N/A - NOT AVAILABLE AT THIS TIME.

P



H.2

MARCH 17, 1997 TO MARCH 21, 1997

PAGE 5S

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

BANK HOLDING COMPANIES

Dallas

Cleveland

Kansas City

Philadelphia

Philadelphia

Kansas City

St. Louis

Minneapolis

First National Bank of Winnsboro, Winnsboro, Texas --
request for waiver of application to acquire
Winnsboro Acquisitions, Inc., and First Texas
Holding Company.

Granted, March 18, 1997.

F.N.B. Corporation, Hermitage, Pennsylvania -- to
acquire West Coast Bancorp, Inc., Cape Coral,
Florida.

Approved, March 21, 1997.

Fremont of Albuquerque, Inc., Canon City, Colorado --
to acquire Interamerica Bank, Albuquerque, New
Mexico, and Fremont Bank Corporation, Canon City,
Colorado.

Approved, March 17, 1997.

Keystone Financial Inc., Harrisburg, Pennsylvania --
request for waiver of application to acquire First
Federal Savings Bank of Western Maryland and First
Financial Corporation of Western Maryland, both of
Cumberland, Maryland.

Granted, March 18, 1997.

Keystone Financial Inc., Harrisburg, Pennsylvania --
to acquire Financial Trust Corp., Carlisle,
Pennsylvania.

Approved, March 19, 1997.

Mid-America Bankshares, Inc., Baldwin City, Kansas --
to acquire State Bank of Esbon, Esbon, Kansas.
Approved, March 21, 1997.

Security Bancorp of Tennessee, Inc., Halls, Tennessee
~- to acquire The Bank of Jackson, Jackson,
Tennessee.

Approved, March 18, 1997.

TCF Financial Corporation, Minneapolis, Minnesota --
to engage in securities brokerage activities
through TCF Securities, Inc., St. Paul, Minnesota.

Permitted, March 21, 1997.



FEDERAL RESERVE BANK OF ST. LOUIS

FOR THE WEEK ENDING March 21, 1997
- IL, 1)

Identificati ee
Outstanding record of meeting community credit needs
An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping

to meet the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

Satisfactory record of meeting community credit needs
An institution in this group has a satisfactory record of ascertaining and helping to meet the credit
needs of its entire delineated community, including low- and moderate-income neighborhoods, in a
manner consistent with its resources and capabilities.

Needs to improve record of meeting community credit needs
An institution in this group needs to improve its overall record of ascertaining and helping to meet
the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

Substantial noncompliance in meeting community credit needs
An institution in this group has a substantially deficient record of ascertaining and helping to meet

the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

jame 0! Bank Address xXamination Xamination
Date Rati

State Bank of Dixon Dixon, Missouri 12/02/96 Satisfactory



Application Comment Period Ending Date
Colonial Bank Not yet available*

Montgomery, Alabama
To become a member of the Federal Reserve System, pursuant to Section 208.4 of Regulation H
and Section 9 of the Federal Reserve Act.

Colonial Bank Not yet available*
Montgomery, Alabama

To merge with Colonial Bank, Ardmore, Tennessee, pursuant to Section 18(c) of the Federal

Deposit Insurance Act.

Colonial Bank Not yet available*
Montgomery, Alabama
To merge with Colonial Bank, Orlando, Florida, pursuant to Section 18(c) of the Federal Deposit

Insurance Act.

Colonial Bank Not yet available*
Montgomery, Alabama

To merge with Colonial Bank, Lawrenceville, Georgia, pursuant to Section 18(c) of the Federal

Deposit Insurance Act.

Ne ter
licati C Period Ending D
Florida Bancshares, Inc. 04-21-97*
Dade City, Florida Federal Register

1-BHC formation, First National Bank of Pasco, Dade City, Florida.

Seacoast Banking Corporation of Florida Not yet available*
Stuart, Florida

To merge with Port St. Lucie National Bank Holding Corp., Port St. Lucie, Florida, and thereby

directly acquire Port St. Lucie National Bank, Port St. Lucie, Florida, pursuant to Section 3(a)(5)

of the Bank Holding Company Act.

* Subject to the provisions of the Community Reinvestment Act.



Type

COC-HC

COC-HC

3(a)(3)

3(a)(1)

3(a)(3)

3(a)(3)

3(a)(1)

Federal Reserve Bank of Chicago

Section I - Applications Subject to Both Newspaper and Federal

Register Notice

Application

Antioch Holding Company
Antioch, Illinois
By Randolph S. Miles

Antioch Holding Company
Antioch, Illinois
By Cynthia M. Stout

Coal City Corporation*
Chicago, Illinois
U.S. Bancorp
Lansing, Illinois
U.S. Bank
Lansing, Illinois

CH and JD Byrum, LLC*

Indianapolis, Indiana
American State Corporation
Lawrenceburg, Indiana
American State Bank
Lawrenceburg, Indiana

National Canton Bancshares, Inc.*

Canton, Illinois
Sturm Investment, Inc.
Denver, Colorado

Union National Bank of Macomb

Macomb, Illinois

Old Second Bancorp, Inc.*
Aurora, IHinois

Maple Park Bancshares, Inc.

Maple Park, Illinois

First State Bank of Maple Park

Maple Park, Illinois

Bando McGlocklin Capital Corporation*

Pewaukee, Wisconsin

InvestorsBank (in organization)

Pewaukee. Wisconsin

Comment Period
Ending Date

FR - 3-20-97
NP - 2-21-97

FR - 3-20-97
NP - 2-28-97

FR - 3-21-97
NP - 3-22-97

FR - 4-14-97
NP - 3-26-97

ER - 4-18-97
NP - #*

FR - 4-4-97
Np.

ER - 4-7-97
NP - **



Application

Southwest Georgia Financial Corporation

Moultrie, Georgia
Expedited notice for its subsidiary, Southwest Georgia Bank, Moultrie, Georgia, to acquire 50
percent of Empire Financial Services, Inc., Milledgeville, Georgia, and thereby indirectly engage
in making, acquiring, or servicing loans or other extensions of credit, pursuant to Section
225.25(b)(1) of Regulation Y and Section 4(c)(8) of the Bank Holding Company Act.

Deposit Guaranty Corp.

Jackson, Mississippi
Request for waiver of the application requirement pursuant to Section 3(a)(3) of the Bank Holding
Company Act to consolidate its national bank subsidiaries through the merger of its subsidiaries,
Merchants National Bank of Fort Smith, Fort Smith, Arkansas, Commercial National Bank in
Shreveport, Shreveport, Louisiana, and Deposit Guaranty National Bank of Louisiana, Hammond,
Louisiana, into Deposit Guaranty National Bank, Jackson, Mississippi.



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section I - Applications Subject to
Newspaper Notice Only

Comment Period

Application Ending Date
Dacotah Bank, Aberdeen, South Dakota, to merge with Dacotah Not yet available

Bank, Clark, South Dakota; Dacotah Bank, Faulkton, South

Dakota; Dacotah Bank, Lemmon, South Dakota; Dacotah Bank,
Mobridge, South Dakota; and Dacotah Bank, Webster, South

Dakota; and incident thereto, to establish branches in the South

Dakota communities of Clark, Willow Lake, Watertown, Henry,
Bradley, Faulkton, Lemmon, Bison, Mobridge, Webster, and Roslyn. *

* Subject to CRA

FEDERAL RESERVE BANK OF MINNEAPOLIS
Section II - Applications Subject to Both
Newspaper and Federal Register Notice

Comment Period

Application Ending Date
Theodore Hofer to acquire control of 35.8% of the voting shares of April 7, 1997

H & W Holding Company, Freeman, South Dakota. (Federal Register)
Adams Bancshares, Inc., Employee Stock Ownership Plan with Not yet available

401(K) Provision, Adams, Minnesota for prior approval to become
a bank holding company through the acquisition of 30.02% of the
voting shares of Adams Bancshares, Inc., Adams, Minnesota. *

* Subject to CRA
FEDERAL RESERVE BANK OF MINNEAPOLIS
Section III - Applications Subject

to Federal Register Notice Only

Comment Period

Application Ending Date
NONE.

FEDERAL RESERVE BANK OF MINNEAPOLIS
Section IV - Applications Not Subject to
Federal Register Notice or Newspaper Notice

Application

Dacotah Bank, Webster, South Dakota to reduce its
capital stock.



AVAILABILITY OF CRA PUBLIC EVALUATIONS
(March 21, 1997)

The following state member banks have been examined by the Federal Reserve Bank of
Cleveland for compliance with The Community Reinvestment Act. A public evaluation document
became available from the bank(s) listed below during the week ended March 21, 1997. If you
are interested in obtaining a copy of an evaluation document, please contact the bank(s) directly.

There are four descriptive ratings for CRA:

OUTSTANDING: a bank in this group has an outstanding record of, and is a leader in,
ascertaining and helping to meet the credit needs of its entire delineated community, including
low- and moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

SATISFACTORY: a bank in this group has a satisfactory record of ascertaining and
helping to meet the credit needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent with its resources and capabilities.

NEEDS TO IMPROVE: a bank in this group needs to improve its overall record of
ascertaining and helping to meet the credit needs of its entire delineated community, including
low- and moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

SUBSTANTIAL NON COMPLIANCE: a bank in this group has a substantially deficient
record of ascertaining and helping to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

NONE


H.2

MARCH 17, 1997 TO MARCH 21, 1997

PAGE 10

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

EXTENSIONS OF TIME

Atlanta

Atlanta

Atlanta

Dallas

Chicago

MEMBERSHIP

Kansas City

East Coast Bank Corporation Employee Stock Ownership
Plan Trust, Ormond Beach, Florida -- extension to
June 27, 1997, to acquire shares of East Coast Bank
Corporation, and Bank at Ormond-By-The-Sea.

Granted, March 20, 1997.

First Bankshares of West Point, Inc., West Point,
Georgia ~- extension to June 27, 1997, to merge
with Canebrake Bancshares, Inc., Uniontown,
Alabama, and acquire First State Bank of Uniontown,
Uniontown, Alabama.

Granted, March 20, 1997.

First Georgia Community Corporation, Jackson, Georgia
-- extension to June 24, 1997, to acquire First
Georgia Community Bank.

Granted, March 18, 1997.

Hickory Hill Delaware Financial Corporation, Dover
Delaware -- extension to June 27, 1997, to acquire
The First State Bank, Avinger, Texas.

Granted, March 20, 1997.

St. Cloud Bancshares, Inc., St. Cloud, Wisconsin --
extension to May 10, 1997, to acquire State Bank of
St. Cloud.

Granted, March 17, 1997.

First American Bank & Trust Company, Purcell,
Oklahoma -- to become a member of the Federal
Reserve System.

Approved, March 20, 1997.



FEDERAL RESERVE BANK OF PHILADELPHIA

TI = - s
Covenant Bancorp, Inc.. Haddonfield, NJ to become a bank holding company through the’

acquisition of 100 percent of the voting shares of Covenant Bank, Haddonfield, NJ, pursuant
to Section 3(a)(1) of the Bank Holding Company Act. -

Newspaper comment period expires: 04/21/97
Federal Register comment period expires: N/Avail
= T TO BOT. P.
I TICE
NONE
E II - ATI RE DE)
I INLY
NONE
SECT! IV - APPLICATI! T ERA)

TER T

NONE


Type
4(c)(8)

4(c)(8)

4(c)(8)

4(c)(8)

41c)(8)

4)(8)

Federal Reserve Bank of Chicago

Section Ili - Applications Subject to Federal Register
Notice Only .

Application

Old Second Bancorp, Inc.
Aurora, Illinois
Maple Park Mortgage Company
Maple Park, Illinois

Bando McGlocklin Capital Corporation
Pewaukee, Wisconsin
Bando McGlocklin Small Business Lending
Company and Bando McGlocklin
Investment Corporation
Pewaukee, Wisconsin

Stichting Administratiekantoor ABN AMRO Holding
Amsterdam, The Netherlands

Citicorp Futures Corporation

New York, New York

Citifutures Limited

London, England

Citicorp Futures Limited

Singapore

Stichting Prioritiet ABN AMRO Holding
Amsterdam, The Netherlands

Citicorp Futures Corporation

New York, New York

Citifutures Limited

London, England

Citicorp Futures Limited

Singapore

ABN AMRO Bank N.V.
Amsterdam, The Netherlands
Citicorp Futures Corporation
New York. New York
Citifumres Limited
London, England
Citicorp Futures Limited
Singapore

ABN AMRO Holding, N.V.
Axisterdam, The Netherlands
Citicorp Futures Corporation.
New York. New York
Citifurures Limited
London, England
Citicorp Fuures Limited
Singapore

Comment Period
Ending Date

FR - 4-4-97

FR - 4-7-97

FR - 3-17-97

FR - 3-17-97

FR - 3-17-97

FR - 3-17-97


H.2

MARCH 17, 1997 TO MARCH 21, 1997

PAGE 7

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

BANKS, STATE MEMBER

San Francisco

Richmond

CAPITAL STOCK

Chicago

Richmond

CHANGE IN BANK CONTROL

Kansas City

Kansas City

Kansas City

Tehama Bank, Red Bluff, California -- to invest in
Bancorp Fincor Financial Services, Inc. Sacramento,
California.

Withdrawn, March 21, 1997.

Virginia Heartland Bank, Fredericksburg, Virginia,

and Second Bank & Trust, Culpeper; -- to establish
VHB Mortgage Company, L.L.C., Fredericksburg,
Virginia.

Approved, March 20, 1997.

FBOP Corporation, Oak Park, Illinois -- redemption of
shares.
Permitted, March 20, 1997.

Patapsco Bank, Dundalk, Maryland -- redemption of
shares.
Approved, March 20, 1997.

B.O.E. Bancshares, Inc., Elgin, Oklahoma -- change in
bank control.
Permitted, March 20, 1997.

NSB Bancshares, Inc., La Crosse, Kansas -- change in
bank control.
Permitted, March 18, 1997.

State National Bancshares, Inc. Wayne, Nebraska --
change in bank control.
Permitted, March 20, 1997.

COMPETITIVE FACTORS REPORTS

Dallas

Atlanta

Compass Bank, Houston, Texas, proposed merger with
River Oaks Trust Company -- report on competitive
factors.

Submitted, March 17, 1997.

First Mercantile National Bank, Longwood, Florida,
proposed merger with Regions Interim National
Bank -- report on competitive factors.

Submitted, March 20, 1997.



H.2

MARCH 17, 1997 TQ MARCH 21, 1997

PAGE 6

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

BANK HOLDING COMPANIES

Minneapolis

Minneapolis

Dallas

Richmond

Secretary

BANK MERGERS

Dallas

TCF Financial Corporation, Minneapolis, Minnesota -~-
to engage in lending activities through TCF
Minnesota Financial Services, Inc.

Approved, March 21, 1997.

TCF Financial Corporation, Minneapolis, Minnesota --
to acquire TCF National Bank Minnesota,
Minneapolis, Minnesota, TCF National Bank Illinois,
Chicago, Illinois, TCF National Bank Wisconsin, Ann
Arhor, Michigan, Great Lakes National Bank Ohio,
Hamilton, Ohio, TCF Colorado Corporation,
Englewood, Colorado, and TCF National Bank
Colorade, Englewood, Colorado.

Approved, March 21, 1997.

Winnsboro Acquisitions, Inc., Winnsboro, Texas ~-
request for waiver of application to acquire First
Texas Holding Company.

Granted, March 18, 1997.

Woodsboro Bancshares, Inc., Woodsboro, Maryland -- to
acquire Woodsboro Bank.
Approved, March 20, 1997.

1st United Bancorp, Boca Raton, Florida -- to acquire
Island National Bank and Trust Company, Palm Beach,
Florida.

Approved, March 19, 1997.

First State Bank of Texas, Denton, Texas -- to merge
with First Farmers and Merchants Bank, Kaufman,
Texas.

Approved, March 20, 1997.



Federal Reserve Bank of Richmond

Section I - Applications Subject to Newspaper
Notice Only

Application Comment Period Ending Date

Signet Bank, Richmond, Virginia, to
establish a branch inside the Amoco
Fas Mart at 4690 Pouncey Tract Road,
Glen Allen, Virginia.* 4-15-97

Consolidated Bank and Trust Company,

Richmond, Virginia, to acquire two

branches in Hampton, Virginia, and

one in Newport News, Virginia, of

First Union National Bank of Virginia,

Roanoke, Virginia.* 4-17-97

Bank of White Sulphur Springs, White

Sulphur Springs, West Virginia, to merge

with Bank of Marlinton, Marlinton, West

virginia.* 4-17-97

Section II - Applications Subject to Both
Newspaper and Federal Reqister Notice

Application Comment Period Ending Date

Allied Irish Banks, p.l.c., Dublin,

Ireland, and First Maryland Bancorp,

Baltimore, Maryland, to acquire

Dauphin Deposit Corporation, Harris-

burg, Pennsylvania.* 4-17-97

Section III - Applications Subject to Federal Register Notice

Application Comment Period Ending Date
None.

Section IV - Application Not Subject to
Federal Register Notice or Newspaper Notice

Application
None.

*Application is subject to CRA requirements.



H.2
MARCH 17, 1997 TO MARCH 21, 1997
PAGE 9

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

COMPETITIVE FACTORS REPORTS

Richmond NationsBank, National Association, Charlotte, North
Carolina, proposed merger with NationsBank,
National Association (South) Atlanta, Georgia --
report on competitive factors.
Submitted, March 20, 1997.

Philadelphia Sovereign Bank, Wyomissing, Pennsylvania -- proposed
merger with Sovereign Community Bank, Freehold, New
Jersey -- report on competitive factors. .

Submitted, March 17, 1997.

St. Louis State Bank of Washington, Washington, Indiana,
proposed merger with United Federal Savings Bank of
Vincennes, Vincennes, Indiana -- report on
competitive factors.
Submitted, March 20, 1997.

Atlanta United Bank, Zebulon, Georgia, proposed purchase of
certain assets and assumption of certain
liabilities of the Thomastown, Georgia, branch of
NationsBank, N.A. (South), Atlanta, Georgia, and to
establish a branch -- report on competitive
factors.

Submitted, March 19, 1997.

Richmond Wachovia Bank of North Carolina, National
Association, Winston-Salem, North Carolina,
proposed merger with Wachovia Bank of South
Carolina, National Association, Charleston, South
Carolina, and Wachovia Bank of Georgia, National
Association, Atlanta, Georgia ~- report on
competitive factors.

Submitted, March 20, 1997.



Federal Reserve Bank of Atlanta
lications Bulletin for Week Ending March 21. 1997

Recently Approved Applications Approval Date

SunTrust Bank, Atlanta 03-17-97

Atlanta, Georgia
To establish and hold all the shares of SunTrust International Banking Company, Atlanta,
Georgia, an agreement corporation, operating under Section 25 of the Federal Reserve Act and
Section 211.4 of Regulation K.

ist United Bancorp 03-19-97

Boca Raton, Florida
To acquire Island National Bank and Trust Company, Palm Beach, Florida, pursuant to Section
3(a)(3) of the Bank Holding Company Act.

1st United Bancorp 03-19-97

Boca Raton, Florida
To engage in securities brokerage activities, pursuant to Section 225.25(b)(15) of Regulation Y
and Section 4(c)(8) of the Bank Holding Company Act.

1st United Bank 03-19-97

Boca Raton, Florida
To merge with Island National Bank and Trust Company, Palm Beach, Florida, pursuant to
Section 18(c) of the Federal Reserve Act.



ANNOUNCEMENT H.2, 1997, No. 12
Actions of the Board, its Staff, and

BOARD OF GOVERNORS the Federal Reserve Banks;
OF THE Applications and Reports Received
FEDERAL RESERVE SYSTEM During the Week Ending March 22, 1997

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

TESTIMONY AND STATEMENTS

Current economic situation -- statement by Chairman
Greenspan before the Joint Economic Committee,
March 20, 1997,

Published, March 20, 1997.

Supervision of our nation's banking organizations
should they be authorized to engage in a wider
range of activities -- statement by Chairman
Greenspan befora the Subcommittee on Capital
Markets Securities and Government Sponsored
Enterprises of the House Committee on Banking and
Financial Services, March 19, 1997.

Published, March 19, 1997.

Section 20 firewalls modifications -- statement by
Governor Phillips before the Subcommittee on
Financial Institutions and Regulatory Relief of the
Senate Committee on Banking, Housing, and Urban
Affairs, March 20, 1997.

Published, March 20, 1997.

BANK HOLDING COMPANIES

AMCORE Financial, Ine., Rockford, Illinois -- to
acquire First National Bancorp, Inc., Monroe,
Illinois, and First National Bank & Trust.

Approved, March 17, 1997.

Keystone Financial, Inc., Harrisburg, Pennsylvania --
determination that no notice under the Bank Holding
Company Act is required for the proposed
acquisition of a savings association by a national
bank controlled by a bank holding company.

Granted, March 18, 1997.



FEDERAL RESERVE BANK OF BOSTON APPLICATIONS

Wi F BR
Vermont Financial Services Newspaper Not Yet Established
Corp., Brattleboro, Vermont
(VFSC) - 4(c) (8) notification Federal Register 04-14-97

to merge with Eastern Bancorp,
Inc., Dover, New Hampshire, a
nondiversified savings and loan
holding company, with VFSC as
the survivor, and thereby
engage in operating Vermont
Federal Bank, FSB, Williston,

Vermont *
SECTION III - APPLICATIONS SUBJECT TO
FEDERAL REGISTER NOTICE ONLY
li A C Period Endi D
NONE

SECTION Iv - APPLICATIONS NOT SUBJECT TO

EB iW: PER
NONE
Ei = I IN|
Institution Examination Date Rating**
NONE
*Subject to CRA.
**Rating Definitions: "0" - Outstanding; "S" - Satisfactory; "N" - Needs to

Improve; "SN" - Substantial Noncompliance



H.2 ADDITIONS AND CORRECTIONS

MARCH 17, 1997 TO MARCH 21, 1997
PAGE 11

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

REGULATIONS AND POLICIES

Regulation H -- final amendments to Securities and
Recordkeeping and Confirmation Provisions (Docket
R-0909).

Approved, February 27, 1997.

ADDITIONS AND CORRECTIONS
ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

BANK BRANCHES, DOMESTIC

Richmond Mercantile Bank of Southwest Florida, Naples, Florida
-- to establish a branch approximately 600 feet
north of Pelican's Nest Drive and U.S. 41, Bonita
Springs, Florida.

Returned, February 21, 1997.

COMPETITIVE FACTORS REPORTS

San Francisco Citizens Security Bank, Agana, Guam, proposed
purchase of the assets and assumption of the
liabilities of Century Bank -- report on
competitive factors.

Submitted, March 20, 1996.

EXTENSIONS OF TIME

Chicago Two Rivers Bank Holding Company, Rock Valley, Iowa --
extension to June 19, 1997, to acquire Rock Valley
State Bank.

Granted, March 13, 1997.



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 3/21/97
Section L- lications Subj N Notice Only D
licati C Period Ending D
Pierce Commercial Bank (In Organization), Tacoma, Newspaper; 4/15/97
Washington, to become a member of the Federal
Reserve System. *
Westamerica Bank, San Rafael, California, to establish Newspaper: 4/15/97
a branch office at 4550 Mangels Boulevard, Fairfield,
California. *
Newspaper and Federal Register Notice
Eggemeyer Advisory Corp., Castle Creek Newspaper: Not available
Capital L.L.C., and Castle Creek Partners
Fund-1, L.P., all of San Diego, California, to Fed. Reg.: 3/24/97
acquire at least 14.9 percent of Rancho
Santa Fe National Bank, Rancho Santa Fe,
California, and at least 14.9 percent of First
Community Bank of the Desert, Yucca Valley,
California. *
Eggemeyer Advisory Corp., Castle Creek Newspaper: Not available
Capital L.L.C., Castle Creek Partners Fund-1, L.P.,
and Monarch Bancorp, all of San Diego, California, Fed. Reg.: 4/18/97
to merge with California Commercial Bancshares,
Newport Beach, California. *
Eggemeyer Advisory Corp., Castle Creek Newspaper: Not available
Capital L.L.C., Castle Creek Partners Fund-1, L.P.,
and Monarch Bancorp, all of San Diego, California, Fed, Reg: 4/18/97

to acquire an option to purchase 19.9 percent of
California Commercial Bancshares, Newport
Beach, California. *

* Subject to CRA.



The following state member banks have been examined by the Federal Reserve Bank of Chicago for complianc:

Federal Reserve Bank of Chicago

Section V - Availability of CRA Public Evaluations

with the CRA. The 30-business day period the bank has to make the evaluation public has lapsed during the

week ending March 21, 1997. If you are interested in obtaining a copy of the evaluation document, please
contact the bank(s) directly.

Identification of Ratings

O-

NI -

SN -

An institution in this group has an outstanding record of, and is a leader in,
ascertaining and helping to meet the credit needs of its entire delineated community,

including low- and moderate-income neighborhoods, in a manner consistent with its
resources and capabilities.

An institution in this group has a satisfactory record of ascertaining and helping
to meet the credit needs of its entire delineated community, including low- and

moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

An institution in this group has a needs to improve its overall record of ascertaining
and helping to meet the credit needs of its entire delineated community, including

low- and moderate-income neighborhoods, in a mzaner consistent with its resources
and capabilities.

An institution in this group has a subs:antial nonccmpliance record of ascertaining
and helping to meet the credit needs 0° its entire d:lineated community, including

low- and moderate-income neighborhoods, in a mzaner consistent with its resources
and capabilities.

BANK NAME/LOCATION EXAMINAT:ON DATE RATINGS

NONE


Federal Reserve Bank of Chicago

Section IV - Applications Not Subject to Federal Register or Newspaper Notice

Type Application
ROS-HC Anchor Bancorporation, Inc.

Farmer City, Illinois
To redeem 102 shares of its outstanding shares

ROS-HC First Business Bancshares, Inc.
Madison, Wisconsin
To redeem 10% of its issued and outstanding common stock


H.2

MARCH 17, 1997 TO MARCH 21, 1997
PAGE 38

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

COMPETITIVE FACTORS REPORTS

Minneapolis First National Bank in Montevideo, Montevideo,
Minnesota, proposed merger with Interim First
National Bank in Montevideo -- report on
competitive factors.
Submitted, March 18, 1997.

Minneapolis First National Bank of Fairfax, Fairfax, Minnesota,
proposed merger with New First National Bank of
Fairfax -- report on competitive factors.
Submitted, March 19, 1997.

Dallas First Security State Bank, Cranfills Gap, Texas,
proposed acquisition of the assets and assumption
of the liabilities of a branch of Pacific Southwest
Bank, Corpus Christi, at 101 South Avenue G,
Clifton, Texas -- report on competitive factors.

Submitted, March 21, 1997.

Richmond First Union National Bank of North Carolina,
Charlotte, North Carolina, proposed merger with
First Union National Bank of Georgia, Atlanta,
Georgia, and First Union National Bank of Florida,
Jacksonville, Florida -- report on competitive
factors.
Submitted, March 20, 1997.

Richmond First-Citizens Bank & Trust Company, Raleigh, North
Carolina, proposed purchase of certain assets and
assumption of certain liabilities of the
Hayesville, Hildebran, Taylorsville, and Valdese,
branches of Wachovia Bank of North Carolina,
National Association, Winston-Salem, North Carolina
-- report on competitive factors.

Submitted, March 20, 1997.

Richmond NationsBank, N.A., Charlotte, North Carolina,
proposed merger with Boatmen's Bank of Vandalia,
Vandalia, Missouri -- report on competitive
factors.

Submitted, March 20, 1997.



al ve Bank

Applications Bulletin for Week Ending March 21, 1997
ion 2 - icati ject to B

er Federal Regi: Notice

Application Peri i ti
GBC Bancorp, Inc. 04-14-97*
Lawrenceville, Georgia Newspaper

1-BHC formation, Gwinnett Banking Company, Lawrenceville, Georgia.

PN Holdings, Inc. 04-21-97*
Ann Arbor, Michigan Federal Register
1-BHC formation, Pelican National Bank, Naples, Florida (in organization).

ion 3 - Applicati ject to Federal Register
Application Comment Period Ending Date
PN Holdings, Inc. 04-21-97

Ann Arbor, Michigan
To acquire Washtenaw Mortgage Company, Ann Arbor, Michigan, and thereby engage in
making, acquiring, or servicing loans, or other extensions of credit, pursuant to Section
225.25(b)(1)(iii) of Regulation Y and Section 4(c)(8) of the Bank Holding Company Act.

Seacoast Banking Corporation of Florida Not yet available
Stuart, Florida

To acquire Spirit Mortgage Company, Port St. Lucie, Florida, and thereby engage in making,

acquiring, or servicing loans or other extensions of credit, pursuant to Section 225.25(b)(1)(iii)

of Regulation Y and Section 4(c)(8) of the Bank Holding Company Act.

*Subject to the provisions of the Community Reinvestment Act.



IV - Ne TO FED ul

Citizens State Bank of Cortez, Cortez, Colorado, for
prior approval to become a member of the Federal
Reserve System.

Mercantile Bank of Topeka, Topeka, Kansas, for prior
approval to become a member of the Federal Reserve
System.

= AABILI Pi ATI

Identification of Ratings

In connection with the assessment of each insured depository institution's CRA performance, a
rating is assigned from the following groups:

Outstanding record of meeting community credit needs
An institution in this group has an outstanding record of ascertaining and helping to meet

the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

Satisfactory record of meeting community credit needs

An institution in this group has a satisfactory record of ascertaining and helping to meet
the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

Needs to improve record of meeting community credit needs
An institution in this group needs to improve its overall record of ascertaining and helping

to meet the credit needs of its entire delineated community, including low- and moderate-
income neighborhoods, in a manner consistent with its resources and capabilities.

Substantial noncompliance in meeting community credit needs

An institution in this group has a substantially deficient record of ascertaining and helping
to meet the credit needs of its entire delineated community, including low- and moderate-
income neighborhoods, in a manner consistent with its resources and capabilities.



CRA Public CRA

Bank/Location Exam Date —Date _ —Rating —
Sac River Valley Bank 12/16/96 03/18/97 Outstanding
P.O. Box B

Stockton, Missouri 65785-0625

The First Security Bank 12/02/96 03/20/97 Satisfactory

300 East Horsetooth, Suite 102
Fort Lupton, Colorado 80525-0000

*Application is subject to CRA.



Federal Reserve Bank of Chicago

Section II - Applications Subject to Both Newspaper and Federal
Register Notice cont’d

Comment Period

Type Application Ending Date
3(a)(3) Manufacturers National Corporation* FR - 3-21-97
Chicago, Illinois NP - 3-22-97

U.S. Bancorp, Inc.
Chicago, Illinois
U.S. Bank
Chicago, Illinois

3(a)(3) ABC Employee Stock Ownership Plan* FR - 4-3-97
Anchor, Illinois NP - 4-1-97
Anchor Bancorporation Inc.
Farmer City, Illinois
Anchor State Bank
Anchor, Illinois

4(c)(8) Shoreline Financial Corporation FR - 3-13-97
Benton Harbor, Michigan NP -
SJS Bancorp, Inc.
St. Joseph, Michigan
SIS Federal Savings Bank
St. Joseph, Michigan

3(a)(3) Parkway Bancorp, Inc.* FR - 4-21-97
Harwood Heights. Illinois NP -
Jefferson Holding Corp.
Chicago, Illinois
Jefferson State Bank
Chicago, Illinois

COC-HC Leighton Investment Company FR - **
Leighton, Iowa NP - **
By Helen Glending and Harold A. and Ethel R. DeBruin



H.2

MARCH 17, 1997 TO MARCH 21, 1997

PAGE 4

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

BANK BRANCHES, DOMESTIC

Richmond

BANK HOLDING COMPANIES

Ballas

Boston

St. Louis

Dallas

Dallas

Dallas

Chicago

Southern Financial Bank, Warrenton, Virginia -- to
establish a branch at 4021 University Drive,
Fairfax, Virginia

Approved, March 17, 1997.

A.N.B. Holding Company, Ltd., Terrell, Texas -- to
acquire ANB Corporation, ANB Delaware Corporation,
and American National Bank of Terrell.

Approved, March 20, 1997.

Bank of Boston Corporation, Boston, Massachusetts,
and BayBanks, Inc., Boston, Massachusetts -- to
acquire BankBoston (NH), National Association,
Nashua, New Hampshire.

Approved, March 21, 1997.

Bolivar Bancshares, Inc., Bolivar, Missouri -- to
acquire Bank of Bolivar.
Approved, March 21, 1997.

Eagle Bancshares, Inc., Fairfield, Texas -- to
acquire Fairfield Holdings, Inc., and First
National Bank of Fairfield.

Approved, March 19, 1997,

Etex Banco, Inc., Winnsboro, Texas -- request for
waiver of application to acquire Winnsboro Bank &
Trust.

Granted, March 18, 1997.

Fairfield Holdings, Inc., Fairfield, Texas --to
acquire First National Bank of Fairfield,
Fairfield, Texas.

Approved, March 19, 1997.

First Equity Corp., Skokie, Illinois -- to acquire
1st Equity Bank.
Approved, March 20, 1997.



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 3/21/97

New eation I Applications Subject to Both Notice (Cont'd

First Coastal Bancshares, El] Segundo, California, Newspaper: Not available
to become a bank holding company by acquiring

First Coastal Bank, N.A., El Segundo, California. * Fed. Reg: 4/11/97
Pierce County Bancorp, Tacoma, Washington, to Newspaper: 4/15/97
become a bank holding company by acquiring

Pierce Commercial Bank (In Organization, Tacoma, Fed. Reg.: 4/21/97

Washington. *

ion IIl -Applications Sub: Jeral Register O

Eggemeyer Advisory Corp., Castle Creek Fed, Reg.: 4/18/97
Capital L.L.C., Castle Creek Partners Fund-1, L.P.,

and Monarch Bancorp, all of San Diego,

California, to acquire a nonbanking subsidiary

of California Commercial Banchshares, called

Venture Partners, Inc., Newport Beach,

California, and thereby engage in certain

nonbanking activities.

None

* Subject to CRA.



FEDERAL RESERVE BANK OF PHILADELPHIA

SECTION I - APPLICATI: PAPE)

NOTICE ONLY
Covenant Bancorp, Inc., Haddonfield, NJ to become a bank holding company through the

acquisition of 100 percent of the voting shares of Covenant Bank, Haddonfield, NJ, pursuant
to Section 3(a)(1) of the Bank Holding Company Act.

Newspaper comment period expires: 04/21/97
Federal Register comment period expires: N/Avail

JECTION II - J RECE! AND T

[D FEDE) T)

NONE

SECTION Ill - APPLICATIONS RECEIVED AND SUBJECT TO FEDERAL
REGISTER NOTICE ONLY

NONE


APPLICATIONS BULLETIN
(For the week ending March 22, 1997)

SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY

Received notice from Cortland Savings and Banking * April 12, 1997
Company, Cortland, Ohio, on March 18, 1997, of its

intent to establish a branch at 8572 South Avenue, Unit 1,

Boardman, Ohio.

SECTION If - APPLICATIONS SUBJECT TO BOTH NEWSPAPER AND FEDERAL
REGISTER NOTICE

NONE
SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY
NONE

SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE
OR NEWSPAPER NOTICE

Received Section 4(c)(8) notice from Mellon Bank Corporation, Pittsburgh, Pennsylvania, on
March 17, 1997, of its intent to acquire substantially all the assets of Gantz Capital Management,
Inc., North Miami, Florida, and transfer them directly to Mellon Trust of Florida, N.A., North
Miami, Florida, a de novo limited purpose trust company held directly by The Boston Company,
an indirect subsidiary of Mellon Bank Corporation.

* - Subject to CRA

N - Newspaper Comment Period

F - Federal Register Comment Period

# - Expected to End 30 Days from Date of Receipt



H.2
MARCH 17, 1997 TO MARCH 21, 1997
PAGE 3

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

ABBREVIATIONS: BS&R - Banking Supervision and Regulation; C&CA - Consumer and
Community Affairs; FOMC - Federal Open Market Committee; FRBO - Federal Reserve
Bank Operations; IF - International Finance; OSDM - Office of Staff Director
for Management

BANK BRANCHES, DOMESTIC

New York Chase Manhattan Bank, New York, New York ~~ to
establish a branch at CIBA Specialty Chemicals,
540 White Plains Road, Tarrytown, New York.
Approved, March 17, 1997.

Chicago Comerica Bank, Detroit, Michigan -~ to establish a
branch at 670 Highland Avenue, Milford, Michigan.
Approved, March 27, 1997.

Chicago Comerica Bank, Detroit, Michigan -- to establish a
branch at 50 Douglas, Holiand, Michigan.
Approved, March 21, 1997.

Atlanta First Community Bank, Orange City, Florida -- to
establish a branch at 21 South Highway 17/92.
Returned, March 20, 1997.

Chicago M&I Bank Fox Valley, Appleton, Wisconsin-- to
establish a limited purpose branch in the Grand
Cayman, Cayman Islands, B.W.I.
Approved, March 21, 1997.



KANSAS CITY RESERVE BANK APPLICATIONS AND REPORTS RECEIVED
During the week ending March 21, 1997

I- APP) T T

APPLICATION COMMENT PERIOD ENDING DATE
Lafayette State Bank, Lafayette, Colorado, for prior Not Available
approval to invest an additional $1,260,500 in bank
premises.
First State Bank of Taos, Taos, New Mexico, for Not Available
prior approval to invest an additional $1,350,000 in
bank premises.
Mercantile Bank of Topeka, Topeka, Kansas, to merge Not Available

with Mercantile Bank, Overland Park, Kansas, and to
move their head office to 9900 W. 87th Street,
Overland Park, Kansas and to establish a branch
facility at 800 S.W. Jackson, Topeka, Kansas.

IN II - LI B
NEWSPAPER AND FEDERAL REGISTER NOTICE
APPLICATION COMMENT PERIOD ENDING DATE
Morris Mayer Testamentary Trust, Dale Walkenhorst April 7, 1997

as Trustee, Madison, Nebraska, to acquire 26.91
percent of the voting shares of Madison Bancshares,
Inc., Madison, Nebraska.

West Point Bancorp, West Point, Nebraska, for prior Not Available
approval to acquire 64.3 percent of the voting shares
of Dakota Bancshares, Inc., West Point, Nebraska.*

I - I R E Y
APPLICATION T. D. T
Lindoe, Inc., Ordway, Colorado, for prior approval to Not Available

acquire 9.99 percent of the voting shares of Delta
Federal Savings, F.S.B., Delta, Colorado.



Federal Reserve Bank of Chicago

Section I - Applications Subject to Newspaper

Notice Only
Comment Period
Type Application Ending Date
Member NorthSide Community Bank NP - **

Gurnee, Illinois
To become a member of the Federal Reserve System

3(a)(1) Notice IBC Bancorp, Inc. NP - 03-26-97
Chicago, Illinois
International Bank of Chicago
Chicago, Illinois

Merger & Branch Security Savings Bank NP - **
Farnhamville, lowa
Boxholm, Iowa branch office of
Boone Bank and Trust Company
Boone, Iowa
Branch at 200 2nd Street
Boxholm, Iowa

Merger & Branch Old Kent Bank NP - **
Grand Rapids, Michigan
Commercial and Savings Bank of St. Claire County
Saint Claire, Michigan
Algonac Savings Bank
Algonac. Michigan
and to establish branches

Merger & Branch M&I Madison Bank NP - **
Madison, Wisconsin
M&I Bank Southwest
Spring Green, Wisconsin
and to establish 11 branches

NP - Newspaper
FR - Federal Register

* - Subject to Provisions of Community Reinvestment Act
** - Not available at this time



R.2

MARCH 17, 1997 TO MARCH 21, 1997

PAGE 2

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

BANK HOLDING COMPANIES

INTERNATIONAL OPERATIONS

REGULATIONS AND POLICIES

RESERVE BANK SERVICES

Stichting Prioiteit ABN Holding, Amsterdam, The
Netherlands -- to acquire certain parts of the
future businesses of Citicorp Futures Corporation,
New York, New York; CitiFutures Limited, London,
England; and Citicorp Futures Limited, Singapore.

Permitted, March 17, 1997.

Westamerica Bancorporation, San Rafael, California --
to acquire ValliCorp Holdings, Inc., Fresno,
California.

Approved, March 19, 1997.

Foreign bank applications to establish offices in the
United States -- delegation to the Chairman of the
Committee on Supervisory and Regulatory Affairs to
extend the 180-day period for final action (Docket
R-0968).

Approved, March 22, 1997.

SunTrust Bank, Atlanta, Georgia -- to establish and
hold all the shares of SunTrust International
Banking Company, which will hold the shares of
SunTrust Asia, Ltd., Hong Kong, a subsidiary
engaging in issuing letters of credit.

Approved, March 17, 1997.

Regulation H -- request for comment on proposed

amendments to revise, update, and reorganize the
regulation.

Approved, March 17, 1997.

Regulation I -- request for comment on proposed
revisions to simplify and update regulation and
reduce regulatory burden.

Approved, March 18, 1997.

Regulation P -- removal of regulation and
incorporation of its provisions into Regulation H.
Approved, March 18, 1997.

Pricing Guidelines -- guidelines for volume-based fee
structures, and adoption of volume-based fees for
originators of ACH transactions.

Approved, March 19, 1997.



T - LI T ‘DERAL REGISTER NOTICE
OR NEWSPAPER NOTICE

lication

Section 4(j)(5)(B) notification by
Pocanhontas Bankstock, Inc., Pocanhontas,
Arkansas, to acquire between 6.9 percent
and 7.1 percent of SecurAmerica Holding
Corporation, Memphis, Tennessee, and
thereby engage, de novo, in making,
acquiring, brokering, and/or servicing
loans or other extensions of credit.

En

N/A

nt Peri



V_- AVAILABILITY OF UBLIC EVALUATION:
E CH 9

Outstanding record of meeting community credit needs.

An institution in this group has an outstanding record of, and is a
leader in, ascertaining and helping to meet the credit needs of its
entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and
capabilities.

Satisfactory record of meeting community credit needs.

An institution in this group has a satisfactory record of ascertaining
and helping to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner consistent
with its resources and capabilities.

Needs to Improve record of meeting community credit needs.

An institution in this group need to improve its overall record of
ascertaining and helping to meet the credit needs of its entire
delineated community, including low- and moderate-income neighborhoods ,
in a manner consistent with its resources and capabilities.

Substantial Noncompliance in meeting community credit needs.

An institution in this group has a substantially deficient record of
ascertaining and helping to meet the credit needs of its entire
delineated community, including low- and moderate-income neighborhoods ,
in a manner consistent with its resources and capabilities.

Date of
Bank Examination CRA Rating

First State Bank

112 West Polk

P. 0. Box 1277

Livingston, TX 75351-1277

RSSO #884358 96/12/16 Satisfactory



Federal Reserve Bank of Chicago

Section II - Applications Subject to Both Newspaper and Federal
Register Notice cont’d

Comment Period

Type Application Ending Date
3(a)(3) Amcore Financial, Inc.* FR - **
Reckford, Illinois NP - 4-17-97

Country Bank Shares Corporation
Mount Horeb, Wisconsin
Citizens State Bank

Clinton, Wisconsin

Montello State Bank

Montello, Wisconsin

State Bank of Argyle

Argyle, Wisconsin

State Bank of Mount Horeb
Mount Horeb, Wisconsin
Belleville Bancshares Corporation
Belleville, Wisconsin

Belleville State Bank

Belleville, Wisconsin



FEDERAL RESERVE BANK OF NEW YORK

SECTION I

Applications Subject to Newspaper
Notice Only

None.

SECTION I

Applications Subject to Both
Newspaper and Federal Register Notice

BanPonce Corporation and Popular International Bank, Inc, both
of Hato Rey, Puerto Rico, and BanPonce Financial Corp.,
Wilmington, Delaware, to acquire CBC Bancorp Ltd., Chicago,
Illinois, and its two subsidiary banks, Capital Bank and Trust
Company, Chicago, Illinois, and Capitol Bank of Westmont,
Westmont, Illinois. 1/

Ironbound Bankcorp, NJ, Newark, New Jersey, to acquire all of

the shares of Ironbound Bank, Newark, New Jersey, and thereb'
become a bank holding company with respect to Ironbound Bank. 1/

SECTION III

Nonbanking Applications

(subject to Federal Register Notice Only )
None.
SECTION IV

Applications Not Involving
Public Comment

Application by Citibank International, Miami, Florida, to amend its
articles of association.

SECTION V

Availability of CRA Public Evaluations

Comment Period
Ending Date

04/19/97 3/

04/03/97 3/

In connection with the assessment of each insured depository institution’s

CRA performance, a rating is assigned from the following group:
Outstanding record of meeting community credit needs.

An institution in this group has an outstanding record of, and

is a leader in, ascertaining and helping to meet the credit

needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent with its
resources and capabilities.



SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE
OR NEWSPAPER NOTICE . . - .

Application : En nt Peri

Section 4()(5)(B) notification by

Pocanhontas Bankstock, Inc., Pocanhontas,

Arkansas, to acquire between 6.9 percent

and 7.1 percent of SecurAmerica Holding

Corporation, Memphis, Tennessee, and

thereby engage, de novo, in making,

acquiring, brokering, and/or servicing

loans or other extensions of credit. N/A