APPLICATIONS BULLETIN Page 1 of 1
(For the week ending December 21, 1996)

SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY

NONE

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

Received application from FJSB Bancshares, Inc., Fort Jennings, *N:December 27, 1996
Ohio, on December 20, 1996, to acquire The Fort Jennings State

Bank, Fort Jennings, Ohio, pursuant to Section 3(a)(1) of the

Bank Holding Company Act.

SECTION HI - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY

NONE

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

Received notice from Key Bank, New York, Albany, New York, on December 13, 1996, of its
intent to retain its branch located in George Town, Grand Cayman, Cayman Islands, British West
Indies, after its conversion to a national banking charter.

* - Subject to CRA

N - Newspaper Comment Period

F - Federal Register Comment Period

# - Expected to End 30 Days from Date of Receipt



Federal Reserve Bank of Kansas City

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
WestStar Bank 09/09/96 12/16/96 Satisfactory

108 S. Frontage Road West
Vail, Colorado 91657-0000

*Application is subject to CRA.



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section IV - Applications Not Subject to

Federal Register Notice or Newspaper Notice
aa

Ben Tempel to become a co-trustee of a trust that controls
23% of the voting shares of Flathead Holding Company of
Bigfork, Bigfork, Montana.

Ben Tempel to become a co-trustee of a trust that controls
73% of the voting shares of Mountain Bank System, Inc.,
Whitefish, Montana.



None

* Subject to CRA.

FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 12/20/96

Secti ~ Availabili f 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.

Institut , Examination D Ratino*
Valley Community Bank 723 North Baker 8/19/96 Satisfactory
P.O. Box 807

McMinnville, OR 97128-0807
(503) 472-0534

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

Qutstanding 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



H.2 ADDITIONS AND CORRECTIONS
DECEMBER 16, 1996 TO DECEMBER 20, 1996
PAGE 14

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

REGULATIONS AND POLICIES

Regulation C -- amendment to implement increase
in the asset-size exemption from disclosure
requirements for depository institutions (Docket
R-0951).

Approved, December 13, 1996.

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

BANK HOLDING COMPANIES -

Chicago Pineries Bankshares, Inc., Stevens Point, Wisconsin -
- to acquire Mattoon State Bank, Mattoon,
Wisconsin.
Approved, December 13, 1996.

COMPETITIVE FACTORS REPORTS

Boston Washington Trust Company of Westerly, Westerly, Rhode
Island, proposed purchase of certain assets and
assumption of certain liabilities of a branch of
First Union Bank of Connecticut, Stamford,
Connecticut -- report on competitive factors.

Submitted, December 12, 1996.



le. rve i f Atlans
ms ul in f ing Decem| i

Application mmen: i

Compass Bank 12-29-96*
Jacksonville, Florida
To establish a branch located at 14373 Beach Boulevard, Jacksonville, Florida, to

be known as the San Pablo Branch.

ow. N
Applicaticn Comment Period Ending Date
Compass Bancshares, Inc. 01-23-96*
Birmingham, Alabama Newspaper
Along with Compass Banks of Texas, Inc., Birmingham, Alabama, and Compass

Pancerporation of Texas, Inc., Wilmington, Delaware, to acquire Horizon Bancorp,
Inc., Austin, Texas, and its subsidiary, Horizon Bank & Trust, SSB, Austin, Texas,
andi thereby engage in operating a savings association, pursuant to Section
225.25(b) (9) of Regulation Y and Section 4(c) (8) of the Bank Holding Company Act.

The Colonial BancGroup, Inc. Not yet available*
Montgomery, Alabama

To merge with Shamrock Holding, Inc., Evergreen, Alabama, and thereby directly
acquire its subsidiary, The Union Bank, Evergreen, Alabama, pursuant to Section
3(a) (5) of the Bank Holding Company Act.

None.

Application

FNC Bancorp, Inc.
Douglas, Georgia
Commitment waiver request.

*Subject to provisions of the Community Reinvestment Act.



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

APPLICATION
None.

* SUBJECT TO CRA.

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



H.2

DECEMBER 16, 1996 TO DECEMBER 20, 1996

PAGE 5

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

BANK HOLDING COMPANIES

St. Louis

Cleveland

New York

Minneapolis

Chicago

St. Louis

Richmond

St. Louis

Magna Group, Inc., St. Louis, Missouri, and HBC
Acquisition Sub, Inc. ~-- to acquire Homeland
Savings Bank, FSB, Des Moines, Iowa, Homeland Trust
Company, Des Moines, Iowa, and Homeland Student
Loan Company, West Des Moines, Iowa.

Fermitted, December 17, 1996.

Hid Am, Inc., Bowling Green, Ohio -- to acquire
Simplicity Mortgage Consultants, Inc., Marion,
Ohio, and engage in lending activities.

Fermitted, December 19, 1996.

Mitsubishi Trust and Banking Corporation, Tokyo,
Japan -- to acquire additional shares of Spectrum
Capital, Ltd., New York, New York, and engage in
lending and leasing activities.

Permitted, December 16, 1996.

Gskey Limited Partnership, Mesa, Arizona -- to
acquire Hiawatha Bancshares, Inc., Hager City; and
Glenwood Bancshares, Inc., Glenwood City,
Wisconsin.

Approved, December 16, 1996.

Fioneer Bancorp, Inc., Auburndale, Wisconsin -- to
acquire Pioneer State Bank.
Approved, December 20, 1996.

Security Bancshares, Inc., Amory, Mississippi -- to
acquire Security Bank of Amory.
Approved, December 20, 1996.

Southern National Corporation, Winston-Salem, North
Carolina -~ to acquire Fidelity Financial
Bankshares Corporation, Richmond, Virginia.

Approved, December 16, 1996.

State Financial Services, Inc., Harrodsburg, Kentucky
-- to acquire State Bank & Trust Company.
Approved, December 19, 1996.



FEDERAL RESERVE BANK OF ST. LOUIS

FOR THE WEEK ENDING December 20, 1996
SECTION V - AVAILABILITY OF CRA PUBLIC DISCLOSURES

Identification 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 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.

Name of Bank Bank Address Examination Examination
Date Ratin:

None



AVAILABILITY OF CRA PUBLIC EVALUATIONS
(December 20, 1996)

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 December 20, 1996. 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



Federal Reserve Bank of Chicago

Notice Only

Isabella Bank and Trust

Mt. Pleasant, Michigan
1125 N. McEwan Street
Clare, Michigan

Union Bank & Trust Company
Evansville, Wisconsin

121 Fifth Avenue

Belleville, Wisconsin

Type Application
Branch
Branch
Branch

3(a)(1) Notice

Branch

NP - Newspaper
FR - Federal Register

* - Subject to Provisions of Community Reinvestment Act

NBD Bank
Detroit, Michigan
800 Ship Street
St. Joseph, Michigan

Lakeland Financial Corporation

Round Lake Heights, Illinois
Lakeland Community Bank
Round Lake Heights, Illinois

First Bank & Trust of Evanston
Evanston, Illinois

2925 Central Street

Evanston, Illinois

** - Not available at this time

Ww!

Comment
Period
Ending Date

NP - 12-19-96

NP - 12-21-96

NP - 12-21-96

NP - 12-31-96

NP - 1-13-97



Crestar Bank, Vienna, Virginia, for permission
to reduce its capital stock.

*Application is subject to CRA requirements.
**Expiration of comment period specified in the Federal Register.

Federal Reserve Bank of Richmond
nV vailabili i valu

Week ending December 20, 1996

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 __

Triangle Bank
4800 Six Forks Road
Raleigh, North Carolina 27609-5245 9-3-96 Satisfactory



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section I - Applications Subject to

Ws a ni

Comment Period
Application _Ending Date _
NONE.

FEDERAL RESERVE BANK OF MINNEAPOLIS
Section II - Applications Subject to Both
Ww r 1 i i
Comment Period
licati Ending D:

BankWest Financial, Kalispell, Montana, for prior approval January 21, 1997
to become a bank holding company through the acquisition of (Federal Register)

100% of the voting shares of BankWest, National
Association, Kalispell, Montana. *

* Subject to CRA
FEDERAL RESERVE BANK OF MINNEAPOLIS
Section III - Applications Subject
to Federal Register Notice Only
Comment Period
Application Ending Date
Norwest Corporation, Minneapolis, Minnesota and Norwest Not yet available

Financial Services, Inc., Des Moines, Iowa, to engage in
automobile financing through the acquisition of Reliable
Financial Services, Inc., San Juan, Puerto Rico.

Norwest Corporation, Minneapolis, Minnesota, to acquire the January 10, 1997
brokerage business of Central Bank and Trust, Fort Worth,

Texas.

Norwest Corporation, Minneapolis, Minnesota, to acquire the January 10, 1997

mortgage business of Central Bank and Trust, Fort Worth,
Texas.



FEDERAL RESERVE BANK OF PHILADELPHIA

SECTION 1 - APPLICATIONS RECEIVED AND SUBJECT TO NEWSPAPER
NOTICE ONLY

NONE

SECTION I - APPLICATIONS RECEIVED AND SUBJECT TO BOTH NEWSPAPER
AND FEDERAL REGISTER NOTICE

Fulton Financial Corporation, Lancaster, PA to acquire 100 percent of The Woodstown
National Bank & Trust Company, Woodstown, NJ, pursuant to Section 3(a)(3) of the Bank
Holding Company Act.

Newspaper comment period expires: 01/17/97
Federal Register comment period expires: N/Avail

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

NONE

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

NONE



H.2

DECEMBER 16, 1996 TO DECEMBER 20, 1996

PAGE 10

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

COMPETITIVE FACTORS REPORTS

Cleveland

Cleveland

Dallas

New York

San Francisco

Dallas

MSB Capital Corporation, Columbus, Ohio (currently
d.b.a.-Rexer Corporation), proposed acquisition of
the assets and assumption of the liabilities of
Midwest Savings Bank, De Graff, Ohio -- report on
competitive factors.

Submitted, December 19, 1996.

People's Banking and Trust Company, Marietta, Ohio,
proposed purchase of the assets and assumption of
the liabilities of the Baltimore branch of National
City Bank of Columbus, Columbus, Ohio -- report on
competitive factors.

Submitted, December 19, 1996.

Prime Bank, Channelview, Texas, proposed merger with
First Northwestern Bank, N.A., Houston, Texas --
report on competitive factors.

Submitted, December 16, 1996.

Safra National Bank of New York, New York, New York,
proposed merger with United Mizrahi Bank and Trust
Company of New York -~ report on competitive
factors.

Submitted, December 18, 1996.

Sierra National Bank, Tehachapi, California, proposed
acquisition of the Tehachapi branch of Wells Fargo
Bank, N.A., San Francisco, California -- report on
competitive factors.

Submitted, December 16, 1996.

Town and Country Bank, Stephenville, Texas, proposed
acquisition of the assets and assumption of the
liabilities of a branch at 609 S.W. Bend Trail,
Glen Ross, of Texas Bank, Weatherford, Texas --
report on competitive factors.

Submitted, December 16, 1996.



Wayne Bank & Trust

145 West Main

P.O. Box 210

Cambridge City, Indiana 47327-0210
(317) 478-3561

8/12/96



Federal Reserve Bank of Chicago

Type Application

3(a)(1) Pineries Bankshares, Inc.*
Stevens Point, Wisconsin
Mattoon State Bank
Mattoon, Wisconsin

3(a)(1) Bando McGlocklin Capital Corporation*
Pewaukee, Wisconsin
InvestorsBank
Pewaukee, Wisconsin (in organization)

3(a)(1) CH and JD Byrum, LLC*
Indianapolis, Indiana
American State Corporation
Lawrenceburg, Indiana
American State Bank
Lawrenceburg, Indiana

3(a)(3) Old Kent Financial Corporation*
Grand Rapids, Michigan
Old Kent Bank, National Association (in organization)
Jonesville, Michigan

COC-HC APM Bancorp, Inc.
Buffalo, lowa
By James A. Matthys

3(a)(3) Beaman Bancshares, Inc.*
Beaman, lowa
Producers Savings Bank
Green Mountain, Iowa

3(a)(5) Associated Banc-Corp.*
Green Bay, Wisconsin
Centra Financial, Inc.
West Allis, Wisconsin
Central Bank
West Allis, Wisconsin

Comment
Period
Ending Date

FR - 12-19-96
NP - 12-15-96

FR - 12-27-96
NP - 12-23-96

FR - 12-27-96
NP - 12-2-96

FR - 12-20-96
NP - #*

FR - 1-10-97
NP-**

FR - 12-23-96
NP - 12-24-96

FR - 12-20-96
NP - 12-16-96



DECEMBER 16, 1996 TO DECEMBER 20, 1996

H.2
| PAGE 7

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

CAPITAL STOCK

Dallas

Minneapolis

Minneapolis

Secretary

CHANGE I

jz

BANK CONTROL

:

Minneapolis

Minneapolis

Minneapolis

Kansas City

San Francisco

First Riesel Corporation, Riesel, Texas -- redemption
of shares.
Approved, December 16, 1996.

Security State Bancshares of Bemidjii, Inc.,
Bemidjii, Minnesota -- redemption of shares.
Approved, December 16, 1996.

Underwood Bancshares, Inc., Underwood, Minnesota --
redemption of shares.
Approved, December 19, 1996.

U.S. Bank of Idaho, Boise, Idaho -- redemption of
shares.
Approved, December 19, 1996.

Elkton Bancshares, Inc., Elkton, Minnesota -- change
in bank control.
Permitted, December 18, 1996.

Flathead Holding Company of Bigfork, Bigfork, Montana
-- change in bank control.
Permitted, December 17, 1996.

Mountain Bank System, Inc., Whitefish, Montana --
change in bank control.
Permitted, December 17, 1996.

Prairie Bankshares, Pretty Prairie, Kansas -- change
in bank control.
Permitted, December 18, 1996.

SC Bancorp, Anaheim, California -- change in bank
control
Withdrawn, December 17, 1996.

COMPETITIVE FACTORS REPORTS

St. Louis

Arkansas Bank, National Association, Batesville,
Arkansas, proposed purchase of assets and
assumption of liabilities of the Newport branch of
Arkansas Bank, Jonesboro, Arkansas -- report on
competitive factors.

Submitted, December 18, 1996.



H.2

DECEMBER 16, 1996 TO DECEMBER 20, 1996

PAGE 6

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

BANK HOLDING COMPANIES

Secretary

Chicago

Chicago

New York

Minneapolis

BANKS, STATE MEMBER

Director, BS&R

Richmond

Secretary

State Street Boston Corporation, Boston,
Massachusetts -- to acquire Dunai Financial
Services, Pty. Limited, Melbourne, Australia and
engage in data processing activities.

Approved, December 20, 1996.

Sun Community Bancorp, Ltd., Tucson, Arizona --
request for waiver of application to acquire Bank
of Tucson.

Granted, December 20, 1996.

Two Rivers Bank Holding Company, Rock Valley, Iowa --
to acquire Rock Valley State Bank.
Approved, December 19, 1996.

U.S. Trust Company of New Jersey, Princeton, New
Jersey -- to retain shares of U.S. Trust Company of
New Jersey, after it converts to an insured bank.

Approved, December 20, 1996.

Walker Ban Co., Walker, Minnesota -- to acquire
Pequot Area Bancorporation, Inc., Pequot Lakes,
Minnesota.

Approved, December 18, 1996.

Southwest Georgia Bank, Moultrie, Georgia --
registration as transfer agent.
Withdrawn, December 17, 1996.

Union Bank and Trust Company, Bowling Green,
Virginia; Northern Neck State Bank, Warsaw; and
King George State Bank, Inc., King George, Virginia
-- to establish a Bank Service Corporation.

Approved, December 19, 1996.

U.S. Bank of Idaho, Boise, Idaho -- payment of a
dividend,
Approved, December 19, 1996.



FEDERAL RESERVE BANK OF PHILADELPHIA

SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS

The following institutions were examined for CRA. The 30-business day period the bank has to make
the evaluation public has lapsed during the week ending December 20, 1996.

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/Location Examination Date CRA Rating

NONE NONE NONE



H.2

DECEMBER 16, 1996 TO DECEMBER 20, 1996

PAGE 9

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

COMPETITIVE FACTORS REPORTS

St. Louis

St. Louis

Dallas

Dallas

Kansas City

San Francisco

Dallas

First Community Bank, National Association, Conway,
Arkansas, proposed merger with First Community Bank
-- report on competitive factors.

Submitted, December 20, 1996.

First Financial Bank of St. Louis, St. Louis,
Missouri, proposed merger with Union Planters Bank
of Missouri, Clayton, Missouri -- report on
competitive factors.

Submitted, December 18, 1996.

First Northwestern Bank, N.A., Houston, Texas,
proposed merger with New Prime Bank, Channelview,
Texas -- report on competitive factors.

Submitted, December 16, 1996.

First State Bank, Temple, Texas, proposed merger with
First National Bank, Goldthwaite, Texas -- report
on competitive factors.

Submitted, December 17, 1996.

Firststate Bank of Colorado, Northglenn, Colorado,
proposed merger with First Northern Savings Bank,
Greeley, Colorado -- report on competitive factors.

Submitted, December 17, 1996.

Glendale Federal Bank, Federal Savings Bank,
Glendale, California, proposed merger with
Transworld Bancorp and Transworld Bank, both of
Sherman Oaks, California -- report on competitive
factors.

Submitted, December 16, 1996.

Jefferson Savings Bancorp, Inc., Ballwin, Missouri,
proposed acquisition of the assets and assumption
of the liabilities of L & B Financial, Inc.,
Sulphur Springs, Texas -- report on competitive
factors.

Submitted, December 16, 1996.


Applications Bulletin for Week Ending December 20, 1996

Section 10 - Availability of CRA Public Evaluations

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.

Examination
Bank CRA_Rating Date
First Progressive Bank Satisfactory 09-09-96

Post Office Box 1267
Brewton, Alabama 36427
(334) 867-7706



ANNOUNCEMENT H.2, 1996, No. 51
Actions of the Board, its Staff, and
BOARD OF GOVEKNORS the lederal Reserve Banks;
OF THE Applications and Reports Received
FEDERAL KESERVE SYSTEM During the Wee! +

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

BANK HOLDING COMPANIES

GB Bancorporation, San Diego, California -- to
increase its ownership in Pacific Commerce Bank,
Chula Vista; and Rancho Vista National Bank, Vista,
California.

Approved, December 18, 1996.

Ida Grove Bancshares, Inc., Ida Grove, Iowa, and
American Bancshares, Inc., Holstein -- to acquire
Pierson Bancorporation, Inc., Pierson, Towa, and
Farmers Savings Bank.

Approved, December 20, 1996.

JDOB, Inc., Sandstone, Minnesota -- to acquire
Centennial National Bank, Walker, Minnesota.
Approved, December 20, 1996.

NationsBank Corporation, Charlotte, North Carolina,
and-NB Holdings Corporation -- to acquire Boatmen's
Bancshares, Inc., St. Louis, Missouri.

Approved, December 16, 1996.

Unidanmark A/S, Copenhagen, Denmark, and Unibank
A/S -- to retain shares of Aros Securities Inc.,
New York, New York.

Approved, December 16, 1996.

EXTENSIONS OF TIME

Regulations G, T, and U -- extension to January 31,
1997, to receive public comments on proposed
changes to the Board's margin regulations.

Announced, December 20, 1996.

INTERNATIONAL OPERATIONS

Bank of New York, New York, New York -- to establish
a branch in Shanghai, People's Republic of China.
Permitted, December 20, 1996.

First Union National Bank of North Carolina,
Charlotte, North Carolina -- to establish an
agreement corporation to be known as First Union
Overseas Investment Corporation, a Delaware
company, and invest in Union Hamilton Assurance,
Ltd., Hamilton, Bermuda.

Permitted, December 20, 1996.



H.2

DECEMBER 16, 1996 TO DECEMBER 20, 1996

PAGE 12

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

EXTENSIONS OF TIME

Chicago

Minneapolis

San Francisco

Chicago

Cleveland

San Francisco

MEMBERSHIP

Kansas City

Secretary

I.S.B. Financial Corp., Oak Forest, Illinois --
extension to March 24, 1997, to engage de novo in
lending activities.

Granted, December 17, 1996.

Norwest Corporation, Minneapolis, Minnesota; Norwest
Financial Services, Inc., Des Moines, Iowa; and
Norwest Financial Inc., Des Moines, Iowa --
extension to February 22, 1997, to engage in the
issuance and sale at retail of money orders.

Granted, December 20, 1996.

PNB Financial Group, Newport Beach, California --
extension to October 17, 1997, for change in bank
control.

Granted, December 18, 1996.

Southwest Financial Group of Iowa, Inc., Red Oak,
Towa -- extension to March 26, 1997, to engage de
novo in lending activities.

Granted, December 16, 1996.

Wesbanco, Inc., Wheeling, West Virginia -- extension
to March 20, 1997, to acquire Vandalia National
Corporation, Morgantown, West Virginia.

Granted, December 19, 1996,

WKS, Inc., Fresno, California -- extension to
February 7, 1997, to acquire Sierra Thrift, upon
conversion to a state-chartered commercial bank.

Granted, December 17, 1996.

American Bank, Wichita, Kansas -- to become a member
of the Federal Reserve System.
Approved, December 20, 1996.

Pacific Coast Bankers' Bank (in organization), San
Francisco, California -- to become a member of the
Federal Reserve System.

Approved, December 17, 1996.



H.2

DECEMBER 16, 1996 TO DECEMBER 20, 1996

PAGE 11

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

COMPETITIVE FACTORS REPORTS

St. Louis

EXTENSIONS OF TIME

Director, BS&R

Atlanta

New York

Chicago

Director, BS&R

Atlanta

Union Planters Bank of Southeast Missouri, Cape
Girardeau, Missouri, proposed merger with Citizens
First Financial Bank, Dexter; First Financial Bank
of Southeast Missouri, Sikeston; and First
Financial Bank of Ste. Genevieve County, Ste.
Genevieve, Missouri -- report on competitive
factors.

Submitted, December 17, 1996.

AmSouth Bancorporation, Birmingham, Alabama --
extension to divest certain property.
Granted, December 17, 1996.

Barnett Banks, Inc., Jacksonville, Florida --
extension to March 23, 1997, to engage de novo in
acting as agent in private placement | securities
through Barnett Securities, Inc.

Granted, December 18, 1996.

Bayerische Vereinsbank AG, Munich, Germany --
extension to March 12, 1997, to engage in lending
activities through VB Structured Finance Inc., New
York, New York.

Granted, December 18, 1996.

Brickyard Bancorp, Inc., Chicago, Illinois --
extension to March 25, 1997, to acquire Sysco
Financial, Inc., Lincolnwood, Illinois, and
Brickyard Bank.

Granted, December 16, 1996.

Citizens Financial Group, Inc., Providence, Rhode
Island, and Citizens Bank of Massachusetts --
extension to divest certain property.

Granted, December 16, 1996.

First Bankshares of West Point, Inc., West Point,
Georgia -- extension to March 17, 1997, to merge
with Canebrake Bancshares, Inc., Uniontown,
Alabama, and acquire First State Bank of Uniontown.

Granted, December 20, 1996.



FEDERAL RESERVE BANK OF DALLAS APPLICATIONS BULLETIN
APPLICATIONS AND NOTIFICATIONS APPROVED DURING THE WEEK OF DECEMBER 16, 1996

APPLICATION DATE
Notice by First Riese] Corporation, Riesel, TX,
to purchase 5,557 shares of its common stock 96/12/16

Section 3(a)(1) application by
First Mineola, Inc., Mineola, TX, to
acquire First National Bank, Mineola, TX 96/12/17



Federal Reserve Bank of Chicago

The following state member banks have been examined by the Federal Reserve Bank of Chicago
for compliance with the CRA. The 30-business day period the bank has to make the evaluation
public has lapsed during the week ending December 20, 1996. If you are interested in obtaining
a copy of the evaluation document, please contact the bank(s) directly.

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 manner
consistent with its resources and capabilities.

An institution in this group has a substantial noncompliance 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 capabilies.

BANK NAME/LOCATION = EXAMINATION DATE — RATINGS

Fifth Third Bank of Central Indiana

251 North Illinois Street

Indianapolis, Indiana 46204-2904

(317) 383-2300 6/24/96 Ss

Farmers & Merchants Savings Bank

101 East Main Street

P.O. Box 588

Manchester, Iowa 52057-0588

(319) 927-4475 8/12/96 s

Bloomingdale Bank and Trust

150 South Bloomingdale Road

P.O. Box 6312

Bloomingdale, Illinois 60108-6312

(630) 924-8500 8/19/96 s



Type
4(c)(8)

4(c)(8)

4(€)(8)

4(c)(8)

None

Federal Reserve Bank of Chicago

Section IIL - Applications Subject to Federal Regi
Notice Ont d

a

AmeriMark Financial Corporation
Oak Brook, Illinois

Banill Corporation

Villa Park, Illinois

Bando McGlocklin Capital Corporation

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

Denmark Bancshares

Denmark, Wisconsin
Zeamer Insurance Agency
Greenleaf, Wisconsin

Bank of Montreal
Toronto, Canada

Cebra, Inc.
Toronto, Canada

Federal Reserve Bank of Chicago

Subject t i Ws

Comment
Period
Ending Date

FR - 12-20-96

FR - 12-27-96

FR - **

FR -**



H.2

DECEMBER 16, 1996 TO DECEMBER 20, 1996

PAGE 8

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

COMPETITIVE FACTORS REPORTS

San Francisco

San Francisco

San Francisco

St. Louis

Dallas

Philadelphia

Bank of Lodi, National Association, Lodi, California,
proposed purchase of certain assets and assumption
of certain liabilities of the Galt, San Andreas,
and Plymouth branches of Wells Fargo Bank, N.A.,
San Francisco, California -- report on competitive
factors.

Submitted, December 18, 1996.

Bank of Salinas, Salinas, California, proposed
acquisition of the assets and assumption of the
liabilities of the Castroville and Gonzales,
California, branches of Wells Fargo Bank, N.A., San
Francisco, California -- report on competitive
factors.

Submitted, December 16, 1996.

Bank of The Sierra, Porterville, California, proposed
acquisition of the assets and assumption of the
liabilities of the Dinuba branch of Wells Fargo
Bank, N.A., San Francisco, California -- report on
competitive factors.

Submitted, December 16, 1996.

Bloomfield State Bank, Bloomfield, Indiana, proposed
purchase of assets and assumption of liabilities of
two Bloomfield branches of First National Bank of
Mitchell, Mitchell, Indiana -- report on
competitive factors.

Submitted, December 16, 1996.

Camp Bowie National Bank, Fort Worth, Texas, proposed
acquisition of the assets and assumption of the
liabilities of a branch at 9001 Airport Freeway,
North Richland Hills, of Summit National Bank, Fort
Worth, Texas -- report on competitive factors.

Submitted, December 16, 1996.

Clearfield Bank and Trust Company, Clearfield,
Pennsylvania, proposed acquisition of the assets
and assumption of the liabilities of one branch of
Mid-State Bank Company, Altoona, Pennsylvania --
report on competitive factors.

Submitted, December 17, 1996.



Federal Reserve Bank of Richmond

Applicati Comment Period Ending Date

Crestar Bank, Vienna, Virginia, to establish
branches at the following locations: Wal-Mart
Supercenters at 7901 Brook Road, Richmond,
Virginia, and at 11400 West Broad Street Road,
Glen Allen, Virginia; and in the Hannaford
Supermarket at 7951 Brook Road, Richmond,

Virginia.*

The Bank of Tidewater, Virginia Beach, Virginia,
to operate a mobile branch to pick up noncash
deposits of business customers at general
locations throughout Virginia Beach, Norfolk,
and Chesapeake, Virginia.*

Farmers Bank of Maryland, Annapolis, Maryland,
to merge with First Virginia Bank-Central
Maryland, Bel Air, Maryland.*

applicati . i

Carolina First Corporation, Greenville, South
Carolina, to acquire shares of Internet :
Organizing Group, Inc., Roswell, Georgia,

and thereby indirectly acquire Premier Savings
Bank, F.S.B, Marietta, Georgia.

None.

Section IV - Application Not Subject to
egis' i Ww Noti.

1-12-97

1-13-97

1-15-97

1-6-97**



Federal Reserve Bank of Kansas City

APPLICATION COMMENT PERIOD ENDING DATE
None.
SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE

OR NEWSPAPER NOTICE

APPLICATION

None.
V-AV iF IC EV T

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.



FEDERAL RESERVE BANK OF DALLAS APPLICATIONS BULLETIN
APPLICATIONS AND NOTIFICATIONS FILED DURING THE WEEK OF DECEMBER 16, 1996

SECTION I_- APPLICATIONS SUBJECT TO NEWSPAPER
NOTICE ONLY

APPLICATION NOTICE EXP

None.

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

APPLICATION ** NOTICE EXP

*Section 3(a)(1) application by

Laguna Madre Bancshares, Inc., South

Padre Island, TX, to acquire Laguna

Madre Delaware Bancshares, Inc., Dover,

DE, and First National Bank of South Padre

Island, South Padre Island, TX N/A

*Section 3(a)(1) application by

Laguna Madre Delaware Bancshares, Inc..

Dover, DE, to acquire First National Bank

of South Padre Island, South Padre Island, TX N/A

*Section 3(a)(1) application by

First Alamogordo Bancorp of Nevada, Inc.,

Reno, NV, to acquire First National Bank of

Alamogordo, Alamogordo, NM, and First National

Bank of Ruidoso, Ruidoso, NM N/A

SECTION ITI - APPLICATIONS SUBJECT TO FEDERAL REGISTER
NOTICE ONLY

APPLICATION NOTICE EXP

None.



Branch

BHC-OT

Merger & Branch

Member

NP - Newspaper

FR - Federal Register

Federal Reserve Bank of Chicago

- icati j wspai

Notice Onl d

jicat

F&M Bank Portage County
Park Ridge, Wisconsin
128 Highway 10 East
Amherst, Wisconsin

ABN AMRO Bank, N.V.
Amsterdam, The Netherlands
representative office in
Minneapolis, Minnesota

Pullman Bank and Trust Company
Chicago, Illinois
Pullman Bank of Commerce & Industry
Chicago, Illinois
Branch at 6100 N. Northwest Highway
Chicago, Illinois

Michigan Heritage Bank
Novi, Michigan (in organization)
To become a member of the Federal Reserve System

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

Comment
Period
Ending Date

NP - 12-31-96

NP - 12-24-96

NP - #*

NP - #*



H.2

DECEMBER 16, 1996 TO DECEMBER 20, 1996

PAGE 4

ACTIC..2 TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

BANK HOLDING COMPANIES

St. Louis

Kansas City

Dallas

New York

Chicago

Kansas City

Minneapolis

St. Louis

CNB Bancshares, Inc., Evansville, Indiana -- to
acquire BMC Bancshares, Inc., Mt. Carmel, Illinois,
and Bank of Mt. Carmel.

Approved, December 17, 1996.

Denison Bancshares, Inc., Holton, Kansas -- to retain
shares of De Soto State Bank, De Soto, Kansas.
Approved, December 17, 1696.

First Mineola, Inc., Mineola, Texas -- to acquire
First National Bank.
Approved, December 17, 1996.

Fuji Bank, Limited, Tokyo, Japan -- to engage through
Heller Financial, Inc., Chicago, Illinois, in
making investments in corporations designed
primarily to promote community welfare.

Permitted, December 18, 1996.

Heartland Financial USA, Inc., Dubuque, Iowa -- to
acquire Tri-State Community Credit Corp., and
engage in lending activities in connection with
credit-related insurance.

Permitted, December 20, 1996.

Hoeme Family Partnership, Scott City, Kansas -- to
acquire First National Bancshares of Scott City,
Ltd.

Approved, December 20, 1996.

IS Investments, Limited Partnership, Billings,
Montana; NBarS, Limited Partnership, Ranchester,
Wyoming; and First Interstate BancSystem of
Montana, Inc., Billings, Montana -- to acquire
Mountain Bank, Whitefish, Montana.

Approved, December 17, 1996.

Magna Group, Inc., St. Louis, Missouri, and HBC
Acquisition Sub, Inc. -- to acquire Homeland
Bankshares Corporation, Waterloo, Iowa.

Approved, December 17, 1996.



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.

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.



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 12/20/96

Section I - Applications Subj ice_Onl

Licati c Period Ending D
None

See eee ae reatiions Subect to Bath 1 Regi ;
Westamerica Bancorporation, San Rafael, Newspaper: 1/09/97
California, to merge with ValliCorp Holdings,
Inc., Fresno, California. * Fed, Reg: 1/21/97
Westamerica Bancorporation, San Rafael, Newspaper: 1/09/97
California, to acquire, as an option, 19.9
percent of ValliCorp Holdings, Inc. Fed. Reg: 1/21/97
Fresno, California. *
TRP Acquisition Corporation, Burr Ridge, Newspaper: Not available
I}linois, to become a bank holding company
by acquiring Trans Pacific Bancorp, San Fed. Reg: Not available
Francisco, California. *
TRP Acquisition Corporation, Burr Ridge, Newspaper: Not available
Illinois, to acquire, as an option, 19.9
percent of Trans Pacific Bancorp, San Fed. Reg.: Not available
Francisco, California. *
BSM Bancorp, Santa Maria, California, to Newspaper: 1/19/97
become a bank holding company by acquiring
Bank of Santa Maria, Santa Maria, California. Fed. Reg.: Not available

Section I -Applications Subj Federal Reaister Onl

None



FEDERAL RESERVE BANK OF BOSTON APPLICATIONS

I I-
Wy, PE] TICE LY

NONE

SECTION II _- APPLICATIONS SUBJECT TO BOTH
NEWSPAPER AND FEDERAL REGISTER NOTICE

opli . 0 Period 1
ranite State Bankshares, Newspaper Not Yet Established
ac., Keene, New Hampshire

3ankshares) - notice of Federal Register Not Yet Established

jange in Control by
canite State Bankshares,
ic. Employee Stock
ynership Plan to acquire
-57% of Bankshares and
iereby own 10.38%

NONE

SECTION IV - APPLICATIONS NOT SUBJECT TO

FEDERAL REGISTER OR NEWSPAPER NOTICE
pli .
NONE
v_- IL, IT
stitution Examination Date Rating**
NONE
subject to CRA.
Rating Definitions: "0" - Outstanding; "Ss" - Satisfactory; "N" - Needs to

Improve; "SN" - Substantial Noncompliance.



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.

Week Ending December 21, 1996
NAME OF BANK RATING EXAMINATION DATE

$ t to provisions of Community Reinvestment Act.
‘ Later of dates specified in newspaper and Federal Revister notices.
* Date specified in newspaper notice: a later date may be specified in
the Federal Register notice.
A’ Date specified in Federal Register notice: a later date may be
specified in the newspaper notice.
N-A- Not Available

23



H.2
DECEMBER 16, 1996 TO DECEMBER 20, 1996
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

San Francisco Farmers & Merchants Bank of Rockford, Opportunity,
Washington -- to establish branches at 2024 North
Argonne, 6405 North Addison, and at the corner of
Pullman Highway and Spokane Road, Spokane,
Washington.
Approved, December 20, 1996.

Atlanta Fifth Third Bank of Florida, Naples, Florida -- to
establish a branch at 9000 Bonita Beach Road,
Bonita Springs, Florida.
Approved, December 20, 1996.

Secretary SunTrust Bank, Atlanta, Atlanta, Georgia -- to
establish a branch at 113 Joel Cowan Highway,
Peachtree City, Georgia.
Approved, December 19, 1996.

San Francisco Vintage Bank, Napa, California -- to establish a
branch at 3626 Bel Aire Plaza.
Approved, December 17, 1996.

BANK HOLDING COMPANIES
Chicago American Chartered Bancorp, Inc., Schaumburg,

Illinois -- request for waiver of a commitment.
Granted, December 19, 1996.

St. Louis Arvest Banc Group, Inc., Bentonville, Arkansas, First
Commercial Corporation, Little Rock; and TRH Bank
Group, Inc., Little Rock, Arkansas -- to invest in

The Bankcard Center, Inc., Norman, Oklahoma, a de
novo bank service corporation.
Approved, December 17, 1996.

St. Louis Bankshares of Fayetteville, Inc., Fayetteville,
Arkansas -~ to acquire Bank of Fayetteville, N.A.
Permitted, December 16, 1996.

Kansas City Berthoud Bancorp Employee Stock Ownership Plan,
Berthoud, Colorado -- to acquire Berthoud Bancorp,
Inc.

Approved, December 19, 1996.



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section V - Availability of
CRA Public Evaluati
week ending December 20, 1996

ASSIGNMENT OF RATING
Identification of Rati

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. = = = DATEOF EXAMINATION CRA RATING

Peoples State Bank of Plainview September 3, 1996 Satisfactory
300 West Broadway, Box 607

Plainview, MN 55964-0607

(507) 534-3137

American Bank September 9, 1996 Outstanding
1325 Main Street

Billings, MT 59105-1741

(406) 252-6322



Federal} ve _B of

Recently Approved Applicatious

AmSouth Bancorporation
Birmingham, Alabama
Commitment waiver request.

Fifth Third Bank of Florida

Naples, Florida

To establish a branch located at 9000 Bonita Beach Road,
to be known as the Bonita Banking Center.

SunTrust Bank, Atlanta
Atlanta, Georgia
To establish a branch located at 113 Joel Cowan Highway,

Approval] Date

12-17-96

12-20-96

Bonita Springs, Florida,

12-19-96

Peachtree City, Georgia.



H.2

DECEMBER 16, 1996 TO DECEMBER 20, 1996

PAGE 2

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

REGULATIONS AND POLICIES

RESERVE BANK OPERATIONS

Capital and accounting standards used by the federal
bank and thrift regulatory agencies -- report to
the Congress.

Approved, December 19, 1996.

Fair Credit Reporting Act study on public
availability and use of information about consumers
-~ publication for comment on issues to be
addressed in the study.

Approved, December 18, 1996.

Interagency Uniform Financial Institutions rating
system (CAMEL) -- proposed changes.
Approved, December 20, 1996.

Regulation B -- publication for comment of revisions
to implement recent amendments to the Equal Credit
Opportunity Act regarding self-testing (Docket
R-0955).

Approved, December 20, 1996.

Regulation B ~- proposed amendment regarding data
collection on all types of credit (Docket R-0876).
Withdrawn, December 20, 1996.

Regulation M -- publication for comment of revisions
to implement amendments to the Consumer Leasing Act
(Docket R-0952).

Approved, December 16, 1996.

Audits of Federal Reserve Banks -- expansion of
contract with Coopers & Lybrand to include an
annual financial audit of the 12 Reserve Banks.

Announced, December 17, 1996.



Federal Reserve Bank of St. Louis
FOR THE WEEK ENDING DECEMBER 20, 1996

SECTION 1 - APPLICATIONS SUBIECT TO NEWSPAPER NOTICE
licati End of C t Period

* Section 3(a)(1) notification by Home

BancShares, Inc., Selmer, Tennessee, to

acquire Home Banking Company, Selmer,

Tennessee. 12-28-96

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

licati End of C Period

* Section 4(c)(8) notification by National City

Bancshares, Inc., Evansville, Indiana, to acquire

First Federal Savings Bank of Leitchfield,

Leitchfield, Kentucky. Newspaper: 1-15-97

* Section 3(a)(1) application by Waterfield Bank

Corp., Indianapolis, Indiana, to acquire First

National Bank of Mitchell, Mitchell, Indiana. Newspaper: 1-20-97
* Section 3(a)(3) application by Union Planters

Corporation, Memphis, Tennessee, to acquire

SBT Bancshares, Inc., Selmer, Tennessee. Newspaper: 1-19-97
*Section 3(a)(1) application by Pontotoc

BancShares Corp., Pontotoc, Mississippi, to
acquire First National Bank, Pontotoc, Mississippi. Newspaper: 1-17-97

Application End_of Comment Period

None.

* This application/notification is subject to CRA.



SECTION V_- AVAILABILITY OF CRA PUBLIC EVALUATIONS
FOR THE WEEK OF DECEMBER 16, 1996

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 Bank & Trust Company 96/09/09 Satisfactory
Main Street

P. 0. Box 158

Dawson, Texas 76639-0158

RSSD# 552657

First State Bank of Mineral Wells 96/09/09 Satisfactory
101 E. Hubbard

P. 0. Box 1528

Mineral Wells, Texas 76068-1528

RSSD# 238755



Type

3(a)(1)

3(a)(1)

3(a)(3)

3(a)(3)

3(ay(1)

3(a)(1)

3(a(1)

Federal Reserve Bank of Chicago

Register Notice Cont’d

Comment
Period
ae Ending Date
AmeriMark Financial Corporation.* FR - 12-20-96
Oak Brook, Illinois NP - 1-12-97
Duco Bancshares, Inc.
Villa Park, Illinois
Bank of Illinois in DuPage
Villa Park, Illinois
River Cities Bancshares, Inc.* FR - 01-03-97
Wisconsin Rapids, Wisconsin NP - 12-26-96
River Cities Bank (in organization)
Wisconsin Rapids, Wisconsin
Security National Corporation* FR - 01-6-97
Sioux City, Iowa NP - **
Security National Bank of South Dakota (in organization)
Dakota Dunes, South Dakota
Heartland Financial USA, Inc.* FR - 01-15-97
Dubuque, Iowa NP - **
Cottage Grove State Bank
Cottage Grove, Wisconsin
Vermilion Bancorp, Inc.* FR - **
Danville, Illinois NP - *#*
American Savings Bank of Danville
Danville, Illinois
Michigan Heritage Bancorp, Inc.* FR - **
Novi, Michigan NP - **
Michigan Heritage Bank (in organization)
Novi, Michigan
Tron Horse Bancshares, Inc.* FR - **
Mazomanie, Wisconsin NP - **

The Peoples State Bank of Mazomanie, Wisconsin
Mazomanie, Wisconsin



H.2
DECEMBER 16, 1996 TO DECEMBER 20, 1996
PAGE 13

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

REGULATIONS AND POLICIES

Secretary Federal Open Market Committee -- minutes of the
FOMC meeting on November 13, 1996.
Published, December 20, 1996.

RESERVE BANK SERVICES

Director, FRBO Federal Reserve Bank of San Francisco -- to offer
electronic cash letter (ECL) deposit products and
joint ECL and payor bank service discounts to
customers who send and receive electronic files
from a Twelfth District office.

Approved, December 16, 1996.



FEDERAL RESERVE BANK OF NEW YORK

Comment Period

Ending Date
SECTION I
Applications Subject to Newspaper
Notice Only
None.
SECTION II
Applications Subject to Both
Newspaper and Federal Register ice
None.
SECTION Il
Nonbanking Applications
subject to Federal Register Noti nh
The Bank of New York Company, Inc., New York, New York,
New York, to engage through its subsidiary, BNY Capital
Markets Inc., in the underwriting and dealing, to a limited
degree, in all debt and equity securities. N/A
Canadian Imperial Bank of Commerce, Toronto, Canada, to engage
de novo through CIBC Investment Corporation in trading, for
non-hedging purposes, in options, options on futures and futures on
securities indices and money market instruments. N/A
The Toronto-Dominion Bank, Toronto, Canada, and Waterhouse
Investor Services, New York, New York (“Waterhouse”; together
Notificants), to engage in a joint venture through which they will acquire
through Waterhouse 50 percent of the voting shares of Marketware
International, Inc., Holmdel, New Jersey, and thereby to provide data
processing activities and transmission services. N/A

SECTION IV

Applications Not Involving
——Public Comment __

None.
TION V
Availability of CRA Public Evaluations

Jn 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