Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 21

Week Ending May 26, 2001

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions May 20, 2001 to May 26, 2001

Bank Holding Companies

CB&T Bancshares, Inc., Vivian, Louisiana -- to become a bank holding company 

through the acquisition of Citizens Bank & Trust Company.

- Approved, May 21, 2001 

Royal Bank of Canada, Montreal, Canada, and Rock Merger Subsidiary, Inc., 

Raleigh, North Carolina -- to become bank holding companies through the 

acquisition of Centura Banks, Inc., and Centura Bank, both in Rocky Mount, North 

Carolina, and to acquire Centura's nonbanking subsidiaries and thereby engage in 

extending credit and servicing loans.

- Approved, May 21, 2001 

International Operations

Bank of America, N.A., Charlotte, North Carolina -- for its London branch to 

establish Chelsea Investments Limited, George Town, Grand Cayman, Cayman 

Islands.

- Approved, May 21, 2001 

(AC) = Addition or Correction Board - Page 1 of 1
May 20, 2001 to May 26, 2001

BS&R

C&CA

FOMC

RBOPS

IF

OSDM

Banking Supervision and Regulation

Consumer and Community Affairs

Federal Open Market Committee

Reserve Bank Operations and Payment

International Fiance

Office of Staff Director for Management

H.2 Actions under delegated authority

Bank Branches, Domestic

AmSouth Bank, Birmingham, Alabama -- to establish branches at 1420 U.S. 

Highway 431, Anniston, and 12268 San Jose Boulevard, Jacksonville, Florida.

- Approved, May 24, 2001 

Secretary

Arvest Bank, Fort Smith, Arkansas -- to establish a branch at 4800 Kelley Highway.

- Approved, May 23, 2001 

St. Louis

First Virginia Bank-Hampton Roads, Norfolk, Virginia -- to establish a branch at 

21st Street and Colonial Avenue.

- Approved, May 24, 2001 

Richmond

Manufacturers and Traders Trust Company, Buffalo, New York -- to establish a 

branch at 1769 Route 52, Fishkill.

- Approved, May 24, 2001 

New York

The Marathon Bank, Winchester, Virginia -- to establish a branch at 139 North 

Cameron Street.

- Approved, May 24, 2001 

Richmond

North Side Deposit Bank and Trust Company, Cincinnati, Ohio -- to establish a 

mobile branch to operate in Hamilton, Butler, Clermont, and Warren Counties.

- Approved, May 22, 2001 

Cleveland

Sylvan State Bank, Sylvan Grove, Kansas -- to relocate its main office from 1st and 

Main, Sylvan Grove, to 11120 West 135th Street, Overland Park, and to retain the 

former location as a branch.

- Approved, May 24, 2001 

Kansas City

(AC) = Addition or Correction Delegated - Page 1 of 9
H.2 Actions under delegated authority May 20, 2001 to May 26, 2001

Bank Branches, Domestic

The Vine Street Trust Company, Lexington, Kentucky -- to relocate its main office 

from 360 East Vine Street, Lexington, to 230 Frederica Street, Owensboro, and to 

retain the former location as a branch.

- Approved, May 23, 2001 

St. Louis

Bank Holding Companies

Ameriana Bancorp, New Castle, Indiana -- to become a bank holding company 

through the acquisition of Ameriana Bank & Trust, SB.

- Approved, May 21, 2001 

Chicago

Capital Bancorp, Inc., Nashville, Tennessee -- to become a bank holding company 

through the acquisition of Capital Bank & Trust Company.

- Approved, May 23, 2001 

Atlanta

First Financial Bankshares, Inc., Abilene, Texas -- to acquire City Bancshares, Inc., 

Mineral Wells, City National Bank of Mineral Wells, and City Delaware Financial 

Corporation, Dover, Delaware.

- Approved, May 25, 2001 

Secretary

First Merchants Corporation, Muncie, Indiana -- to acquire Francor Financial, Inc., 

Wabash, and Frances Slocum Bank and Trust Company.

- Approved, May 25, 2001 

Chicago

First Muskogee Financial Corporation, Muskogee, Oklahoma -- to become a bank 

holding company through the acquisition of First National Bank of Muskogee.

- Approved, May 23, 2001 

Kansas City

First National Bank Holding Company, Longmont, Colorado -- to acquire First State 

Bancorp of the Rockies, Fort Collins, and First State Bank of Fort Collins.

- Approved, May 22, 2001 

Kansas City

(AC) = Addition or Correction Delegated - Page 2 of 9
H.2 Actions under delegated authority May 20, 2001 to May 26, 2001

Bank Holding Companies

First Virginia Banks, Inc., Falls Church, Virginia -- to merge with James River 

Bankshares, Inc., Suffolk.

- Approved, May 24, 2001 

Richmond

GB&T Bancshares, Inc., Gainesville, Georgia -- to merge with Community Trust 

Financial Services Corporation, Hiram, and thereby acquire its banking and 

nonbanking subsidiaries: Community Trust Bank; Community Loan Company, Inc., 

Cartersville, and thereby engage in extending credit and servicing loans, credit 

insurance, and tax planning and preparation services; Metroplex Appraisals, Inc., 

Hiram, and thereby engage in real estate and personal property appraising; and Cash 

Transactions, LLC, Dallas, and thereby engage in data processing activities.

- Approved, May 24, 2001 

Atlanta

Henderson Citizens Bancshares, Inc., Henderson, Texas, and Henderson Citizens 

Delaware Bancshares, Inc., Dover, Delaware -- to acquire Rusk County Bancshares, 

Inc., Henderson, Texas, Peoples State Bank, and Rusk Delaware Financial 

Corporation, Dover, Delaware.

- Approved, May 21, 2001 

Dallas

Marshall & Ilsley Corporation, Milwaukee, Wisconsin -- to acquire, through its 

subsidiary, Metavante Corporation, assets of Derivion Corporation, Atlanta, 

Georgia, a provider of e-bill presentment and payment technology services.

- Approved, May 21, 2001 

Chicago

Milstar Financial, Inc., Miami Beach, Florida -- to become a bank holding company 

through the acquisition of shares of First Western Bank, Cooper City.

- Approved, May 22, 2001 

Atlanta

Paragon Commercial Corporation, Raleigh, North Carolina -- to become a bank 

holding company through the acquisition of Paragon Commercial Bank.

- Approved, May 25, 2001 

Richmond

(AC) = Addition or Correction Delegated - Page 3 of 9
H.2 Actions under delegated authority May 20, 2001 to May 26, 2001

Bank Holding Companies

Quinlan Bancshares, Inc., Quinlan, Texas -- to acquire Lone Oak Financial 

Corporation, Lone Oak, and Lone Oak State Bank.

- Approved, May 24, 2001 

Dallas

The Bank of Mulberry Employee Stock Ownership Trust, Mulberry, Arkansas, and 

ACME Holding Company, Inc. -- to acquire shares of Mansfield Bankstock, Inc., 

Mansfield, and thereby acquire Bank of Mansfield; and for The Bank of Mulberry 

Employee Stock Ownership Trust to increase its ownership in ACME.

- Approved, May 23, 2001 

St. Louis

Bank Mergers

Gold Bank, Leawood, Kansas -- to purchase the assets and assume the liabilities of 

the Leawood branch of North American Savings, FSB, Grandview, Missouri, and 

thereby establish a branch.

- Approved, May 25, 2001 

Kansas City

Change In Bank Control

Citizens Corporation, Columbia, Mississippi -- change in bank control.

- Permitted, May 25, 2001 

Atlanta

Great Basin Financial Corporation, Elko, Nevada -- change in bank control.

- Withdrawn, May 21, 2001 

San Francisco

Hartland Bancshares, Inc., Hartland, Minnesota -- change in bank control.

- Withdrawn, May 24, 2001 

Minneapolis

River Valley Bancorporation, Inc., Merrill, Wisconsin -- change in bank control.

- Permitted, May 21, 2001 

Chicago

(AC) = Addition or Correction Delegated - Page 4 of 9
H.2 Actions under delegated authority May 20, 2001 to May 26, 2001

Change In Bank Control

Sequatchie Valley Bancshares, Inc., Dunlap, Tennessee -- change in bank control.

- Permitted, May 25, 2001 

Atlanta

St. Peter Bancshares, Inc., St. Peter, Illinois -- change in bank control.

- Withdrawn, May 23, 2001 

St. Louis

Competitive Factors Reports

Anderson Bank Company, Cincinnati, Ohio -- report on competitive factors of the 

proposed purchase of assets and assumption of liabilities of the Amelia branch of 

Towne Bank, Cincinnati.

- Submitted, May 24, 2001 

Cleveland

The Bank of Whitesburg, Whitesburg, Kentucky -- report on competitive factors of 

the proposed merger with Whitaker Bank, N.A., Lexington.

- Submitted, May 17, 2001 (AC)

Cleveland

Branch Banking and Trust Company of South Carolina, Greenville, South Carolina -- 

report on competitive factors of the proposed merger with First Federal Bank, 

Spartanburg.

- Submitted, May 24, 2001 

Richmond

Branch Banking and Trust Company of Virginia, Richmond, Virginia -- report on 

competitive factors of the proposed merger with Fredericksburg State Bank, 

Fredericksburg.

- Submitted, May 24, 2001 

Richmond

Charlotte State Bank, Port Charlotte, Florida -- report on competitive factors of the 

proposed purchase of certain assets and assumption of deposit liabilities of the Port 

Charlotte branch of BankAtlantic, FSB, Fort Lauderdale.

- Submitted, May 22, 2001 

Atlanta

(AC) = Addition or Correction Delegated - Page 5 of 9
H.2 Actions under delegated authority May 20, 2001 to May 26, 2001

Competitive Factors Reports

Citizens National Bank and Trust of Hazard, Hazard, Kentucky -- report on 

competitive factors of the proposed merger with Whitaker Bank, N.A., Lexington.

- Submitted, May 17, 2001 (AC)

Cleveland

The Community National Bank, Franklin, Ohio -- report on competitive factors of 

the proposed merger with CNB Interim National Bank.

- Submitted, May 17, 2001 (AC)

Cleveland

The First National Bank of Ottawa, Ottawa, Ohio -- report on competitive factors of 

the proposed merger with The Peoples Banking Company, Findlay.

- Submitted, May 24, 2001 

Cleveland

Gilmer County Bank, Ellijay, Georgia -- report on competitive factors of the 

proposed merger with Appalachian Community Bank, Blairsville.

- Submitted, May 22, 2001 

Atlanta

Lincoln State Bank, Hankinson, North Dakota -- report on competitive factors of the 

proposed purchase of assets and assumption of liabilities of the Hankinson branch of 

Community First National Bank, Fargo.

- Submitted, May 23, 2001 

Minneapolis

The Peoples Banking Company, Findlay, Ohio -- report on competitive factors of the 

proposed merger with The Citizens Savings Bank Company, Pemberville.

- Submitted, May 24, 2001 

Cleveland

Star Bank, N.A., Bertha, Minnesota -- report on competitive factors of the proposed 

purchase of assets and assumption of liabilities of the Eagle Bend branch of Lake 

Country State Bank, Long Prairie.

- Submitted, May 24, 2001 

Minneapolis

(AC) = Addition or Correction Delegated - Page 6 of 9
H.2 Actions under delegated authority May 20, 2001 to May 26, 2001

Competitive Factors Reports

TFS Financial Corporation, Cleveland, Ohio -- report on competitive factors of the 

proposed merger with Ohio Central Savings Mutual Holding Company, Dublin.

- Submitted, May 17, 2001 (AC)

Cleveland

Tri-County Bank, Trenton, Florida -- report on competitive factors of the proposed 

purchase of certain assets and assumption of deposit liabilities of the Newberry 

branch of Republic Security Bank, West Palm Beach.

- Submitted, May 22, 2001 

Atlanta

Wells Fargo Bank Texas, N.A., San Antonio, Texas -- report on competitive factors 

of the proposed merger with Midland Trust Company, N.A., Midland.

- Submitted, May 25, 2001 

Dallas

Extensions Of Time

Citibank, N.A., New York, New York -- extensions to June 22, 2002, and July 22, 

2002, for its subsidiary, Citicorp Finance (Thailand) Limited, Bangkok, Thailand, to 

divest certain properties.

- Granted, May 24, 2001 

Secretary

Citibank, N.A., New York, New York -- extensions to April 1, 2002, and June 1, 

2002, for its subsidiary, Citibank Espana, SA, Madrid, Spain, to divest certain 

properties.

- Granted, May 24, 2001 

Secretary

F.N.B. Corporation, Hermitage, Pennsylvania -- extension to August 27, 2001, to 

acquire shares of Sun Bancorp, Selinsgrove.

- Granted, May 17, 2001 (AC)

Cleveland

(AC) = Addition or Correction Delegated - Page 7 of 9
H.2 Actions under delegated authority May 20, 2001 to May 26, 2001

Extensions Of Time

Heartland Bank, Gahanna, Ohio -- extension to May 29, 2002, to establish a branch 

in Westerville.

- Granted, May 24, 2001 

Cleveland

Southern Community Financial Corporation, Winston-Salem, North Carolina -- 

extension to August 26, 2001, to become a bank holding company through the 

acquisition of Southern Community Bank and Trust.

- Granted, May 24, 2001 

Richmond

Thumb National Bank and Trust Company Employee Stock Ownership Plan, Pigeon, 

Michigan -- extension to August 1, 2001, to become a bank holding company 

through the acquisition of shares of Thumb Bancorp, Inc. and thereby acquire 

Thumb National Bank and Trust Company.

- Granted, May 24, 2001 

Chicago

Wachovia Corporation, Winston-Salem, North Carolina -- extension to October 1, 

2002, to divest certain real estate investments.

- Granted, May 25, 2001 

Director, BS&R

Membership

Comerica Bank-California, San Jose, California -- membership in the Federal Reserve 

System.

- Approved, May 23, 2001 

Chicago

Logan County Bank, Lincoln, Illinois -- membership in the Federal Reserve System.

- Returned, May 21, 2001 

Chicago

Town and Country Bank of Springfield, Springfield, Illinois -- membership in the 

Federal Reserve System.

- Returned, May 21, 2001 

Chicago

(AC) = Addition or Correction Delegated - Page 8 of 9
H.2 Actions under delegated authority May 20, 2001 to May 26, 2001

Membership

Town and Country Bank, Buffalo, Illinois -- membership in the Federal Reserve 

System.

- Returned, May 21, 2001 

Chicago

(AC) = Addition or Correction Delegated - Page 9 of 9
District 1

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, May 26, 2001

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

None
Section V – Availability of CRA public evaluations

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

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation

was revised in May 1995.

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

community be evaluated periodically. That record is taken into account in considering an institution's application

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 2

Federal Reserve Bank of New York

Applications and notifications filed during the week ending Saturday, May 26, 2001

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Representative

Office

Icici Ltd., Mumbai, India, to establish a representative office in

New York, New York.*

Newspaper – N/Avail

Representative

Office

China Merchants Bank, Shenzhen, People’s Republic of China,

to establish a representative office in New York, New York.*

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act

Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Banco Bradesco S.A., Osasco, Brazil, to commence de novo

through its subsidiary, Bradesco Securities, Inc., New York,

New York, in financial and investment advisory activities and

securities brokerage and riskless principal services.

Fed Reg – 06/05/2001

4(c)(8) Dexia SA, Brussels, Belgium, proposes to acquire indirectly

Artesia Mortgage Capital Corporation, Artesia North America

Inc., Artesia Delaware Inc. and Artesia Mortgage CMBS, Inc.,

and to engage in certain nonbanking activities.

Fed Reg – N/Avail

4(c)(8) Discount Bancorp, Inc., New York, New York, proposes to

engage de novo, through IDB Mortgage Corp., in residential

mortgage lending activities.

Fed Reg – N/Avail
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

None

Section V – Availability of CRA public evaluations

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

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation

was revised in May 1995.

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

community be evaluated periodically. That record is taken into account in considering an institution's application

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 3

Federal Reserve Bank of Philadelphia

Applications and notifications filed during the week ending Saturday, May 26, 2001

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

None
Section V – Availability of CRA public evaluations

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

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation

was revised in May 1995.

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

community be evaluated periodically. That record is taken into account in considering an institution's application

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 4

Federal Reserve Bank of Cleveland

Applications and notifications filed during the week ending Saturday, May 26, 2001

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Received notification from North Side Deposit Bank and Trust

Company, Cincinnati, OH on 05/22/2001 of its intent to

establish a mobile branch operation that will operate through

Hamilton, Butler, Warren and Clermont Counties, OH.

05/12/2001

Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

CIC Received notice of change in bank control on 05/24/2001 from

Mr. William R, Baierl of his intent to retain control of over 10

percent of the voting shares of NSD Bancorp, Inc., Pittsburgh,

PA.

Newspaper - 06/14/2001

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

3(a)(1) Received notice from Community First Financial Bancorp, Inc.,

New Holland, OH on 05/24/2001 of its intent to become a bank

holding company by acquiring all the voting shares of The First

National Bank of New Holland, New Holland, OH.
Section V – Availability of CRA public evaluations

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

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation

was revised in May 1995.

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

community be evaluated periodically. That record is taken into account in considering an institution's application

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, May 26, 2001

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(1) Greer Bancshares Incorporated, Greer, South Carolina, to

become a bank holding company through the acquisition of

100% of the voting shares of Greer State Bank, Greer, South

Carolina.*

Fed Reg - 06/18/2001

Newspaper - 06/18/2001

*Subject to the provisions of the Community Reinvestment Act.

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

3(a)(1) Crescent Financial Corporation, Cary, North Carolina, to

become a bank holding company through the acquisition

of 100% of the voting shares of Crescent State Bank, Cary,

North Carolina.
Section V – Availability of CRA public evaluations

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

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation

was revised in May 1995.

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

community be evaluated periodically. That record is taken into account in considering an institution's application

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

94522 Benchmark Community Bank

100 South Broad Street

Kenbridge, Virginia 23944

03/12/2001 05/26/2001 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week ending Saturday, May 26, 2001

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch SouthTrust Bank, Birmingham, Alabama, to establish a branch

located at 1999 Lake Road, Hiram, Georgia, to be known as the

Hiram Branch.

05/30/2001*

Branch SouthTrust Bank, Birmingham, Alabama, to establish a branch

located at 900 Eagles Landing Parkway, Stockbridge, Georgia,

to be known as the Eagles Landing Branch.

05/30/2001*

Branch Fifth Third Bank, Naples, Florida, to establish a branch located

at 2301 Del Prado S. #507, Cape Coral, Florida, to be known as

the Cape Coral Banking Center.

06/08/2001*

Branch Riverside Bank of the Gulf Coast, Cape Coral, Florida, to

establish a branch located at 15280 McGregor Boulevard, Fort

Myers, Florida.

06/21/2001*

Branch Premier Bank of Brentwood, Brentwood, Tennessee, to establish

a mobile branch located at 5217 Maryland Way, Brentwood,

Tennessee, to service the Davidson and Williamson Counties.

05/11/2001*

18(c) Bank Independent, Sheffield, Alabama, to acquire the

Tuscumbia and Sheffield Offices of Union Planters Bank, N.A.,

Memphis, Tennessee.

06/25/2001*

18(c) Horizon Bank, Bradenton, Florida, to acquire certain assets and

assume certain liabilities of the Bradenton, Florida branches of

BankAtlantic, Fort Lauderdale, Florida.

06/19/2001*

*Subject to provisions of the Community Reinvestment act

Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(3) Financial Investors of the South, Inc., Birmingham, Alabama, to

acquire Capital Bank, Montgomery, Alabama (in organization).

N/Avail*

*Subject to provisions of the Community Reinvestment Act
Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

Member Capital Bank, Montgomery, Alabama (in organization), to

become a member of the Federal Reserve System.

Section V – Availability of CRA public evaluations

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

communities in which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congress in

1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May 1995.

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

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

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

861434 Aliant Bank

P.O. Box 1237

Alexander City, Alabama 35011-1237

(205) 329-7400

01/29/2001 05/29/2001 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 7

Federal Reserve Bank of Chicago

Applications and notifications filed during the week ending Saturday, May 26, 2001

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Regulation K ABN AMRO Bank N.V., Amsterdam, The Netherlands, for

prior approval to establish a branch at 680 Fifth Avenue, New

York, New York.*

Newspaper – 6/08/2001

Branch Bank of Washtenaw, Saline, Michigan, for prior approval to

establish a branch at 250 W. Eisenhower, Ann Arbor,

Michigan.*

Newspaper – 5/25/2001

Merger & Branch Central State Bank, Muscatine, Iowa, for prior approval to

acquire the Muscatine, Iowa branch of Commercial Federal

Bank, FSB, Omaha, Nebraska and thereby to establish a branch

at 2400 Second Avenue, Muscatine, Iowa.*

Newspaper – N/Avail

Branch 1st Source Bank, South Bend, Indiana, for prior approval to

establish a branch at 265 US Highway 131, Three Rivers,

Michigan.*

Newspaper – 5/21/2001

Merger &

Branches

M&I Marshall & Ilsley Bank, Milwaukee, Wisconsin, for prior

approval to purchase certain assets and assume certain liabilities

of Fifth Third Bank, Southwest F.S.B., Scottsdale, Arizona and

thereby to establish nine branches at the following locations:

4835 E. Warner, Phoenix, Arizona; 270 W. Continental Road,

Green Valley, Arizona; 1510 W. Southern Avenue, Mesa,

Arizona; 4574 East Cactus Road, Phoenix, Arizona; 303 N.

Montezuma Street, Phoenix, Arizona; 7350 East Evans Road,

Scottsdale, Arizona; 2010 West Highway 89A, Sedona, Arizona;

19428 RH Johnson Boulevard, Sun City West, Arizona and

4380 N. Campbell Avenue, Tucson, Arizona.*

Newspaper – N/Avail

Branch Tri-County Bank, Brown City, Michigan, for prior approval to

establish a branch at 2575 Van Dyke, Marlette, Michigan.*

Newspaper – 6/01/2001

* Subject to the provisions of the Community Reinvestment Act

Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(1) Advantage Bancorp, Woodbury, Minnesota, for prior approval

to become a bank holding company through the acquisition of

100 percent of the voting shares of First Choice Bank (in

organization), Geneva, Illinois.*

Fed Reg – 5/29/2001

Newspaper – 6/01/2001
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(1) Bancshares Holding Corp., Downers Grove, Illinois, for prior

approval to become a bank holding company through the

acquisition of 100 percent of the voting shares of The Bank of

Commerce, Downers Grove, Illinois and by Commerce

Investments I, Commerce Investments II and Commerce

Investments III, all located in Oak Brook Terrace, Illinois, for

prior approval to become a bank holding company through the

acquisition of 27.87 percent of the voting shares of Bancshares

Holding Corp., Downers Grove, Illinois and thereby indirectly

acquire The Bank of Commerce, Downers Grove, Illinois.*

Fed Reg – 6/22/2001

Newspaper – N/Avail

3(a)(5) & 3(a)(1) Bank of Montreal, Montreal, Canada and Bankmont Financial

Corp., Chicago, Illinois, for prior approval to acquire 100

percent of the voting shares of Harris Joliet Bankcorp, Inc.,

Chicago, Illinois and thereby indirectly acquire First National

Bancorp, Inc., Joliet, Illinois and First National Bank of Joliet,

Joliet, Illinois and by Harris Joliet Bankcorp, Inc., Chicago,

Illinois, for prior approval to become a bank holding company

through the acquisition of 100 percent of the voting shares of

First National Bancorp, Inc., Joliet, Illinois and thereby

indirectly acquire First National Bank of Joliet, Joliet, Illinois.*

Fed Reg – 6/15/2001

Newspaper – 6/16/2001

3(a)(5) CIB Marine Bancshares, Inc., Pewaukee, Wisconsin, for prior

approval to acquire 100 percent of the voting shares of Citrus

Financial Services, Inc., Vero Beach, Florida and thereby

indirectly acquire Citrus Bank, N.A., Vero Beach, Florida.*

Fed Reg – 5/29/2001

Newspaper – 5/25/2001

3(a)(1) Henry State Bancorp, Inc., Henry, Illinois, for prior approval to

become a bank holding company through the acquisition of 100

percent of the voting shares of Henry State Bank, Henry,

Illinois.*

Fed Reg – 5/29/2001

Newspaper – 5/26/2001

3(a)(1) Hustisford Community Bancorp, Inc., Hustisford, Wisconsin, for

prior approval to become a bank holding company through the

acquisition of 100 percent of the voting shares of Hustisford

State Bank, Hustisford, Wisconsin.*

Fed Reg – 5/29/2001

Newspaper – 5/14/2001

4(c)(8) Republic Bancorp, Inc., Owosso, Michigan, notification of

intent to acquire more than 5 percent of the voting shares of

NetBank, Inc., Alpharetta, Georgia and thereby indirectly

acquire NetBank, a federal savings bank, Alpharetta, Georgia

and to acquire more than 5 percent of the voting shares of

NetBank Partners, LLC, Alpharetta, Georgia, a nonbank

subsidiary engaged in management consulting and counseling

services.*

Fed Reg – 6/04/2001

Newspaper – 5/27/2001

CIC Notification by William Robert Phelps, Fairmont, Minnesota, of

a Change in Control, for approval to retain his current 25.31

percent of the outstanding voting shares of Swea City

Bancorporation, Inc., Estherville, Iowa.*

Fed Reg – 5/31/2001

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act)
Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

Membership Comerica Bank-Texas, Dallas, Texas, for prior approval to

become a member of the Federal Reserve System.

S/R Harbor Springs Financial Corporation, Harbor Springs,

Michigan, notification of intent to redeem 1,040 Class A shares

and 9,360 Class B shares of stock.

4(c)(8) Northern Trust Corporation, Chicago, Illinois, notification of

intent to acquire 20 percent of the outstanding voting

membership interests of Gateway Solutions, LLC, Chicago,

Illinois and thereby to engage in the business of providing

lockbox processing services to financial institutions.

Membership Northview Bank & Trust, Northfield, Illinois, for prior approval

to become a member of the Federal Reserve System.

S/R Shorebank Corporation, Chicago, Illinois, notification of intent

to redeem 79.12 shares of stock.

Section V – Availability of CRA public evaluations

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

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation

was revised in May 1995.

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

community be evaluated periodically. That record is taken into account in considering an institution's application

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

The following state member banks have been examined and their CRA public evaluations are now available.
Section V – Availability of CRA public evaluations

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

2808808 Elkhart Community Bank

303 S. Third Street

Elkhart, Indiana 46516

(219) 295-9600

12/04/2000 5/25/2001 S X

929044 Freedom Security Bank

140 Holiday Road

Coralville, Iowa 52241

(319) 688-9005

1/22/2001 5/25/2001 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 8

Federal Reserve Bank of St. Louis

Applications and notifications filed during the week ending Saturday, May 26, 2001

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

CIC Notice involving Village Bancshares, Inc., Springfield,

Missouri, by William Ray Foster, to acquire up to 10.49 percent.

Newspaper – 6/20/2001

Fed Reg – 6/14/2001

CIC Notice involving First Security, Inc., Owensboro, Kentucky, by

Howard R. Sanders, to acquire up to 13.5 percent. (Previously

submitted during the week ending May 12, 2001).

Newspaper – 6/3/2001

Fed Reg – 6/5/2001

3(a)(1) Notice by Timberland Bancshares, Inc., Eldorado, Arkansas, to

acquire Timberland Bank, Eldorado, Arkansas. (Previously

submitted during the week ending May 12, 2001).*

Newspaper – 6/8/2001

Fed Reg – 6/15/2001

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

None
Section V – Availability of CRA public evaluations

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

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation

was revised in May 1995.

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

community be evaluated periodically. That record is taken into account in considering an institution's application

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

773247 Effingham State Bank Effingham,

Illinois

2/12/2001 5/25/2001 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 9

Federal Reserve Bank of Minneapolis

Applications and notifications filed during the week ending Saturday, May 26, 2001

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c)& BKBR Central Savings Bank, Sault Ste. Marie, Michigan to purchase

the assets and assume the liabilities of the St. Ignace and

Mackinaw Island, Michigan branches of North Country Bank

and Trust, Traverse City, Michigan, and incident thereto

establish branches in St. Ignace and Mackinaw Island,

Michigan.*

N/Avail.

*Subject to the provisions of the Community Reinvestment Act.

Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(1)A West End Financial Corp., Bessemer, Michigan, proposes to

acquire control of 100% of the voting shares of Gogebic Range

Bank, Bessemer, Michigan, a de novo bank.*

Fed. Reg. – 06/18/2001

Newspaper – 06/22/2001

*Subject to the provisions of the Community Reinvestment Act.

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

3(a)(1)RN Metro North Bancshares, Inc., Elk River, Minnesota, proposes to

acquire 100% of the voting shares of The Bank of Elk River, Elk

River, Minnesota.
Section V – Availability of CRA public evaluations

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

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation

was revised in May 1995.

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

community be evaluated periodically. That record is taken into account in considering an institution's

application for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 10

Federal Reserve Bank of Kansas City

Applications and notifications filed during the week ending Saturday, May 26, 2001

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Bunceton State Bank, Bunceton, Missouri, for prior approval to

establish a branch at 301 East Broadway, Ashland, Missouri.

Newspaper – 05/31/2001

18(c) Gold Bank, Leawood, Kansas, for prior approval to merge with

Provident Bank, F.S.B., Saint Joseph, Missouri, and thereby

establish an additional branch.

Newspaper – 06/15/2001

Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(1) Trinidad Capital Corporation, Trinidad, Colorado, for prior

approval to become a bank holding company through the

acquisition of 90 percent of the voting shares of International

Bank, Trinidad, Colorado.

Newspaper – N/Available

Fed Reg – N/Available

3(a)(1) Millennium Bancorp, Inc., Edwards, Colorado, for prior

approval to become a bank holding company through the

acquisition of 100 percent of the voting shares of Millennium

Bank, Edwards, Colorado, a de novo bank.

Newspaper – N/Available

Fed Reg – N/Available

3(a)(3) Geneva State Company, Geneva, Nebraska, for prior approval to

acquire 73 percent of the voting shares of Grafton State Bank,

Grafton, Nebraska.

Newspaper – N/Available

Fed Reg – 06/22/2001

3(a)(3) Raton Capital Corporation, Raton, New Mexico, for prior

approval to acquire 100 percent of the voting shares of Trinidad

Capital Corporation, Trinidad, Colorado.

Newspaper – N/Available

Fed Reg – N/Available

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Guaranty Corporation, Denver, Colorado, for prior approval to

acquire 17.5 percent of the voting shares of AMG/Guaranty

Corporation, Englewood, Colorado, which in turn will own a

trust only national bank.

Fed Reg – 06/12/2001
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

None

Section V – Availability of CRA public evaluations

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

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation

was revised in May 1995.

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

community be evaluated periodically. That record is taken into account in considering an institution's application

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 11

Federal Reserve Bank of Dallas

Applications and notifications filed during the week ending Saturday, May 26, 2001

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

CIC Thomas Curtis Darden, Lubbock, TX, et al,

to acquire an interest in

Kenco Bancshares, Inc., Jayton, TX

Fed Reg – 06/12/2001

Newspaper – N/Avail

3(a)(1) Mason National Bank Employee Stock Ownership Plan, Mason,

TX, to acquire

Mason National Bancshares, Inc., Mason, TX,

Mason National Bancshares of Nevada, Inc., Carson City, NV,

and Mason National Bank*

Fed Reg – 06/22/2001

Newspaper – 06/15/2001

CIC Jimmie Michael Luecke, Giddings, TX, et al,

to acquire an interest in

Giddings Bancshares, Inc., Giddings, TX

Fed Reg – 06/12/2001

Newspaper – N/Avail

3(a)(1) TRB Bancorp, Inc., Dallas, TX, to acquire

Greenbelt Bancshares, Inc., Quanah, TX, and

The Security National Bank in Quanah, Quanah, TX*

(previously reported the week ending May 19, 2001)

Fed Reg – 06/18/2001

Newspaper – 06/24/2001

3(a)(3) First National Bank Group, Edinburg, TX, to acquire

Alamo Corporation of Texas, Inc., Alamo, TX, and

Alamo Bank of Texas, Alamo, TX*

(previously reported the week ending May 19, 2001)

Fed Reg – 06/14/2001

Newspaper – 06/12/2001

CIC Eugene J. Allen and Virginia Allen, Meridian, TX,

co-trustees of the Eugene J. Allen Living Trust,

to acquire an interest in

Bosque Corp, Meridian, TX

Fed Reg – 06/18/2001

Newspaper – N/Avail

*Subject to the provisions of the Community Reinvestment Act
Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

None

Section V – Availability of CRA public evaluations

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

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation

was revised in May 1995.

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

community be evaluated periodically. That record is taken into account in considering an institution's application

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

935858 Colorado Valley Bank

143 North Main Street

La Grange, Texas 78945-2616

02/26/2001 05/26/2001 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 12

Federal Reserve Bank of San Francisco

Applications and notifications filed during the week ending Saturday, May 26, 2001

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

None
Section V – Availability of CRA public evaluations

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

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted by

the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was

revised in May 1995.

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

community be evaluated periodically. That record is taken into account in considering an institution's application

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None