Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 9

Week Ending February 28, 2004

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions February 22, 2004 to February 28, 2004

Bank Holding Companies

NewAlliance Bancshares, Inc., New Haven, Connecticut -- to become a bank holding 

company through the acquisition of New Haven Savings Bank, New Haven; Alliance 

Bancorp of New England, Vernon, and Tolland Bank; and to acquire Connecticut 

Bancshares, Inc., Manchester, and The Savings Bank of Manchester.

- Approved, February 24, 2004 

(AC) = Addition or Correction Board - Page 1 of 1
February 22, 2004 to February 28, 2004

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 Systems

International Finance

Office of Staff Director for Management

H.2 Actions under delegated authority

Bank Branches, Domestic

AmSouth Bank, Birmingham, Alabama -- to establish branches at 8624 Lee Vista 

Boulevard, Orlando, Florida; 6730 West Gulf to Lake Highway, Crystal River; and 5028 

Murfreesboro Road, La Vergne, Tennessee.

- Approved, February 25, 2004 

Atlanta

Bank Iowa, Altoona, Iowa -- to establish a branch at 13375 University Avenue, No. 

200, Clive.

- Approved, February 23, 2004 

Chicago

Community Trust Bank, Inc., Pikeville, Kentucky -- to establish branches at 1700 

Leestown Road, Lexington, and 545 Walnut Meadow Road, Berea, Ohio.

- Approved, February 24, 2004 

Cleveland

The Connecticut Bank and Trust Company, Hartford, Connecticut, a de novo bank -- to 

establish branches at 68 South Main Street, West Hartford, and 7 Sycamore Street, 

Glastonbury.

- Approved, February 27, 2004 

Boston

Dacotah Bank, Aberdeen, South Dakota -- to establish mobile branches in Sioux Falls 

and Rapid City.

- Approved, February 26, 2004 

Minneapolis

First Commercial Bank, Chicago, Illinois -- to establish branches at 2935 West Peterson 

Avenue and 6033 North Sheridan Road.

- Approved, February 25, 2004 

Chicago

(AC) = Addition or Correction Delegated - Page 1 of 8
H.2 Actions under delegated authority February 22, 2004 to February 28, 2004

Bank Branches, Domestic

The Genoa Banking Company, Genoa, Ohio -- to establish a branch at 9920 Old U.S. 

20, Rossford.

- Approved, February 23, 2004 

Cleveland

Isabella Bank and Trust, Mount Pleasant, Michigan -- to establish a branch at the 

intersection of Waldron Way and Perry Street, Big Rapids.

- Returned, February 25, 2004 

Chicago

JPMorgan Chase Bank, New York, New York -- to establish branches at 106 Seventh 

Street, Garden City, and at 111-121 River Street, Hoboken, New Jersey.

- Approved, February 23, 2004 

New York

PlainsCapital Bank, Lubbock, Texas -- to establish a branch at 400 Sundance Parkway, 

Round Rock.

- Approved, February 24, 2004 

Dallas

PlainsCapital Bank, Lubbock, Texas -- to establish a branch at 70 Northeast Loop 410, 

San Antonio.

- Approved, February 25, 2004 

Dallas

Regions Bank, Birmingham, Alabama -- to establish a branch at 11882 East Colonial 

Drive, Orlando, Florida.

- Approved, February 23, 2004 

Atlanta

Sky Bank, Salineville, Ohio -- to establish branches at 406 Granville Street, Gahanna, 

and at 650 Smithfield Street, Pittsburgh, Pennsylvania.

- Approved, February 25, 2004 

Cleveland

(AC) = Addition or Correction Delegated - Page 2 of 8
H.2 Actions under delegated authority February 22, 2004 to February 28, 2004

Bank Holding Companies

1st United Bancorp, Inc., North Palm Beach, Florida -- request for waiver of application 

in connection with the acquisition of First Western Bank, Cooper City, and the merger of 

First Western Bank with 1st United Bancorp's subsidiary, 1st United Bank, Boca Raton.

- Granted, February 27, 2004 

Secretary

Allied Bancshares, Inc., Cumming, Georgia -- to become a bank holding company 

through the acquisition of First National Bank of Forsyth County, a de novo bank.

- Approved, February 27, 2004 

Atlanta

CNB Holdings, Inc., Alpharetta, Georgia -- to merge with First Capital Bancorp, Inc., 

Norcross, and thereby acquire First Capital Bank; and to acquire Capital Financial 

Software, LLC and thereby engage in data processing activities.

- Approved, February 23, 2004 

Atlanta

First Citizens Financial Corp., Mason City, Iowa -- to engage de novo in extending credit 

and servicing loans.

- Approved, February 26, 2004 

Chicago

Home State Bancorp, Loveland, Colorado -- to become a bank holding company 

through the acquisition of Home State Bank.

- Withdrawn, February 24, 2004 

Kansas City

Hometown Bancshares, Inc., Hamilton, Alabama -- to become a bank holding company 

through the acquisition of PeoplesTrust Bank, a de novo bank.

- Approved, February 23, 2004 

Atlanta

Mainsource Financial Group, Greensburg, Indiana -- to acquire Peoples Financial 

Corporation, Linton, and thereby acquire Peoples Trust Company.

- Approved, February 26, 2004 

Chicago

(AC) = Addition or Correction Delegated - Page 3 of 8
H.2 Actions under delegated authority February 22, 2004 to February 28, 2004

Bank Holding Companies

National City Corporation, Cleveland, Ohio -- commenter's request to extend the 

comment period on the application to acquire Allegiant Bancorp, Inc., St. Louis, Missouri.

- Denied, February 23, 2004 

Secretary

NBC Capital Corporation, Starkville, Mississippi -- to merge with Enterprise 

Bancshares, Inc., Memphis, Tennessee, and thereby acquire Enterprise National Bank.

- Approved, February 23, 2004 

Secretary

Village Investment Company, Libertyville, Iowa -- to engage de novo in extending credit 

and servicing loans.

- Approved, February 24, 2004 

Chicago

Bank Mergers

1st United Bank, Boca Raton, Florida -- to merge with First Western Bank, Cooper 

City, and to operate the existing location of First Western Bank as a branch.

- Approved, February 27, 2004 

Secretary

Banks, Nonmember, And Miscellaneous Institutions

PNC Bank International, Pittsburgh, Pennsylvania -- renewal of its corporate existence 

for 20 years.

- Approved, February 25, 2004 

Cleveland

Board Operations

Systems of Records -- amendments to revise one system of records, Consumer 

Complaints Information, and delete one system of records, Financial Disclosure Reports 

and Outside Business Interests Applications (Docket No. OP-1184).

- Approved, February 24, 2004 

Secretary

(AC) = Addition or Correction Delegated - Page 4 of 8
H.2 Actions under delegated authority February 22, 2004 to February 28, 2004

Change In Bank Control

Kennedy Bancshares, Inc., Bancroft, Iowa -- change in bank control.

- Permitted, February 26, 2004 

Chicago

Red River Bancshares, Inc., Alexandria, Louisiana -- change in bank control.

- Permitted, February 24, 2004 

Atlanta

Competitive Factors Reports

CBC Bank, Lansing, Michigan -- report on competitive factors of the proposed merger 

with First Carolina State Bank, Rocky Mount, North Carolina.

- Submitted, February 23, 2004 

Chicago

First Financial Bank, Downingtown, Pennsylvania -- report on competitive factors of the 

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

PNC Bank, National Association, Pittsburgh.

- Submitted, February 26, 2004 

Philadelphia

Madison County Bank, Federal Savings Bank, Madison, Nebraska -- report on 

competitive factors of the proposed merger with Madison County Interim Savings Bank 

and MCB Interim Savings Bank.

- Submitted, February 26, 2004 

Kansas City

Republic Bank, Saint Petersburg, Florida -- report on competitive factors of the 

proposed merger with Branch Banking and Trust Company, Winston-Salem, North 

Carolina.

- Submitted, February 26, 2004 

Secretary

(AC) = Addition or Correction Delegated - Page 5 of 8
H.2 Actions under delegated authority February 22, 2004 to February 28, 2004

Competitive Factors Reports

Webster Bank, Waterbury, Connecticut -- report on competitive factors of the proposed 

merger of Phoenix National Trust Company, Hartford, with Webster Trust Company, 

N.A., Waterbury, and Webster Bank, N.A., the successor to Webster Bank.

- Submitted, February 24, 2004 

Boston

Webster Bank, Waterbury, Connecticut -- report on competitive factors of the proposed 

merger with First Federal Savings Bank of America, Fall River, Massachusetts.

- Submitted, February 27, 2004 

Boston

Wells Fargo Bank, National Association, San Francisco, California -- report on 

competitive factors of the proposed consolidation with Pacific Northwest Bank, Seattle, 

Washington.

- Submitted, February 23, 2004 

Secretary

Extensions Of Time

Hinsbrook Bancshares, Inc., Willowbrook, Illinois -- extension to May 12, 2004, to 

engage de novo in extending credit and servicing loans.

- Granted, February 25, 2004 

Chicago

Oswego Community Bank Employee Stock Ownership Plan, Oswego, Illinois -- 

extension to May 22, 2004, to increase its ownership of Oswego Bancshares, Inc. and 

thereby acquire Oswego Community Bank.

- Granted, February 24, 2004 

Chicago

SunTrust Bank, Atlanta, Georgia -- extension to February 27, 2005, to establish a branch 

at the intersection of Elden Street and Post Drive, Herndon, Virginia.

- Granted, February 23, 2004 

Atlanta

(AC) = Addition or Correction Delegated - Page 6 of 8
H.2 Actions under delegated authority February 22, 2004 to February 28, 2004

Extensions Of Time

Wintrust Financial Corporation, Lake Forest, Illinois -- extension to April 14, 2004, to 

acquire Beverly Bank & Trust Company, National Association, Chicago, a de novo bank.

- Granted, February 24, 2004 

Chicago

Financial Holding Companies

FCB Bancorp, Inc., Louisville, Kentucky -- election to become a financial holding 

company.

- Effective, February 26, 2004 

St. Louis

TransCommunity Bankshares Incorporated, Glen Allen, Virginia -- election to become a 

financial holding company.

- Effective, February 25, 2004 

Richmond

Membership

Bank of Commerce, Chanute, Kansas -- to become a member of the Federal Reserve 

System.

- Approved, February 27, 2004 

Kansas City

Bank of Parsons, Parsons, Kansas -- to become a member of the Federal Reserve 

System.

- Approved, February 27, 2004 

Kansas City

Chetopa State Bank & Trust Co, Chetopa, Kansas -- to become a member of the 

Federal Reserve System.

- Approved, February 27, 2004 

Kansas City

The Connecticut Bank and Trust Company, Hartford, Connecticut, a de novo bank -- to 

become a member of the Federal Reserve System.

- Approved, February 27, 2004 

Boston

(AC) = Addition or Correction Delegated - Page 7 of 8
H.2 Actions under delegated authority February 22, 2004 to February 28, 2004

Membership

First Neodesha Bank, Neodesha, Kansas -- to become a member of the Federal 

Reserve System.

- Approved, February 27, 2004 

Kansas City

First State Bank of Thayer, Thayer, Kansas -- to become a member of the Federal 

Reserve System.

- Approved, February 27, 2004 

Kansas City

Home State Bank, Erie, Kansas -- to become a member of the Federal Reserve System.

- Approved, February 27, 2004 

Kansas City

(AC) = Addition or Correction Delegated - Page 8 of 8
District 1

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, February 28, 2004

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)/4(c)(8) Webster Financial Corporation, Waterbury, Connecticut - to 

acquire 100% of the voting shares of Webster Bank, National 

Association and Webster D&P Holdings, Inc. (Holdings), both 

of Waterbury, Connecticut, and through Holdings, 73.6% of 

Duff & Phelps, LLC and its wholly-owned subsidiary, Duff & 

Phelps Securities, LLC, both of Chicago, Illinois

Newspaper - N/Avail 

Fed Reg – 03/19/2004

3(a)(5) Salisbury Bancorp, Inc., Lakeville, Connecticut - notification to 

acquire 100% of the common shares of Canaan National 

Bancorp, Inc., North Canaan, Connecticut

Newspaper - 03/22/2004

Fed Reg 03/22/2004

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, February 28, 2004

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 3

Federal Reserve Bank of Philadelphia

Applications and notifications filed during the week ending Saturday, February 28, 2004

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 regula tion 

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 2

nd Quarter of 2004

Institution Location

Asian Bank

Orrstown Bank

Bryn Mawr Trust Company

Philadelphia, PA

Shippensburg, PA

Bryn Mawr, PA

The inclusion on the list of institutions that are scheduled to undergo CRA examinations in the next calendar 

quarter is not determinative of whether the institution will be examined in that quarter. Reserve Banks may need 

to defer a planned examination or conduct an unforeseen examination because of scheduling difficulties or other 

circumstances.
District 4

Federal Reserve Bank of Cleveland

Applications and notifications filed during the week ending Saturday, February 28, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

*Branch Sky Bank, Salineville, Ohio, to establish branch facilities at 

7551 Secor Road, Lambertville, Michigan.

Newspaper - 03/09/2004

*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

*4(c)(8) Application by First Commonwealth Financial Corporation, 

Indiana, Pennsylvania, to acquire GA Financial, Inc., Pittsburgh, 

Pennsylvania.

Newspaper - 03/04/2004

Fed Reg - 03/08/2004

*3(a)(5) & 4(c)(8) National City Corporation, Cleveland, Ohio, to acquire 100 

percent of Provident Financial Group, Inc., Cincinnati, Ohio, 

and thereby indirectly acquire Provident Bank, Cincinnati, Ohio.

Newspaper - 03/22/2004

Fed Reg - 03/19/2004

*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

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, February 28, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch RBC Centura Bank, Rocky Mount, North Carolina, to establish 

a branch at 100 South Ashley Drive, Suites 1760 and 1770, 

Tampa, Florida.* 

Newspaper – 03/10/2004

*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)(3) TransCommunity Bankshares Incorporated, Glen Allen, 

Virginia, to acquire Bank of Louisa, NA, Louisa, Virginia 

(a de novo bank).*

Fed Reg – 03/26/2004

Newspaper N/Avail

3(a)(1) Capital One Financial Corporation, McLean, Virginia, to 

become a bank holding company with respect to Capital One 

Bank, Glen Allen, Virginia.*

Fed Reg – N/Avail 

Newspaper – 03/29/2004

4(c)(8) Capital One Financial Corporation, McLean, Virginia, to 

retain its subsidiary, Capital One, F.S.B., McLean, 

Virginia.

Fed Reg – N/Avail 

Newspaper – 03/29/2004

*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

4(c)(8) Columbia Bancorp, Columbia, Maryland, to acquire 

through its subsidiary, The Columbia Bank, Columbia, 

Maryland, a 20% ownership interest in Delmarva Bank 

Data Processing Center, Inc., Easton, Maryland.

Fed Reg – 03/22/2004
Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Capital One Financial Corporation, McLean, Virginia, 

to retain its nonbanking subsidiaries.

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 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week ending Saturday, February 28, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

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

located at 1705 Highway 20 West, McDonough, Georgia.*

Newspaper – N/Avail

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

establish a branch located at 211 South Tamiami Trail, Venice,

Florida.*

Newspaper – 02/28/2004

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

located at 131 S. Pebble Beach Boulevard, Sun City Center, 

Florida, to be known as the Sun City West Branch.*

Newspaper – N/Avail

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

located at 2295 S. Hiawassee Road #11, Orlando, Florida, to be 

known as the Metro West Branch.*

Newspaper – N/Avail

Branch Bank of St. Petersburg, St. Petersburg, Florida, to establish a 

branch located at 201 North Franklin Street, Suite 100, Tampa, 

Florida.* 

Newspaper – N/Avail

18(c) SouthTrust Bank, Birmingham, Alabama, to merge with 

FloridaFirst Bank, Lakeland, Florida.*

Newspaper – N/Avail

Foreign Banco Financiera Comercial Hondurena, S.A., Tegucigalpa, 

Honduras, to establish an international representative office in 

Miami, Florida.

Newspaper – N/Avail

*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) Synovus Financial Corp., Columbus, Georgia, to acquire 100 

percent of the outstanding shares of Synovus Bank of 

Jacksonville, Jacksonville, Florida (in organization).*

Newspaper – N/Avail 

Fed Reg – N/Avail
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(5) The Colonial BancGroup, Inc., Montgomery, Alabama, to merge 

with P.C.B. Bancorp, Inc., Clearwater, Florida, and thereby 

acquire Premier Community Bank of Southwest Florida, Fort 

Myers, Florida; Premier Community Bank of South Florida, Fort 

Lauderdale, Florida; Premier Community Bank, Venice, Florida; 

and Premier Community Bank of Florida, Largo, Florida.*

Newspaper – 03/14/2004

Fed Reg – 03/12/2004

3(a)(1) Gulf Atlantic Financial Group, Inc., Tallahassee, Florida, to 

become a bank holding company by acquiring 100 percent of the 

outstanding shares of First National Bank, Tarpon Springs, 

Florida.*

Newspaper – 03/13/2004

Fed Reg – 03/15/2004

3(a)(1) New Regions Financial Corporation, Birmingham, Alabama, to 

become a bank holding company by acquiring 100 percent of the 

outstanding shares of Regions Financial Corporation, along with 

its subsidiary, Regions Bank, all of Birmingham, Alabama.*

Newspaper – N/Avail

Fed Reg – N/Avail

3(a)(5) New Regions Financial Corporation, Birmingham, Alabama, to 

merge with Union Planters Corporation, Memphis, Tennessee, 

and thereby indirectly acquire Union Planters Holding 

Corporation, Memphis, Tennessee; Union Planters Bank, N.A., 

Memphis, Tennessee; Franklin Financial Group, Inc., 

Morristown, Tennessee; and Union Planters Bank of Lakeway 

Area, Morristown, Tennessee.*

Newspaper – N/Avail

Fed Reg – N/Avail

4(c)(8) New Regions Financial Corporation, Birmingham, Alabama, to 

acquire Regions Morgan Keegan Trust, F.S.B., Birmingham, 

Alabama, and thereby engage in operating a savings 

association.*

Newspaper – N/Avail

Fed Reg – N/Avail

3(a)(1) Privee Financial, Inc., Miami, Florida, to become a bank holding 

company by acquiring 100 percent of the outstanding shares of 

Hemisphere National Bank, Miami, Florida.*

Newspaper – 03/15/2004

Fed Reg – 03/15/2004

3(a)(1) Privee LLC, Miami, Florida, to become a bank holding company 

by acquiring 100 percent of the outstanding shares of 

Hemisphere National Bank, Miami, Florida.*

Newspaper – 03/15/2004

Fed Reg – 03/15/2004

3(a)(1) Remo DuQuoin LLC, Miami, Florida, to become a bank holding 

company by acquiring 100 percent of the outstanding shares of 

Hemisphere National Bank, Miami, Florida.*

Newspaper – 03/15/2004

Fed Reg – 03/15/2004

*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

3(a)(1) Brand Group Holdings, Inc., Lawrenceville, Georgia, notice to 

become a bank holding company by acquiring The Brand 

Banking Company, Lawrenceville, Georgia.

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 7

Federal Reserve Bank of Chicago

Applications and notifications filed during the week ending Saturday, February 28, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Prairie Bank and Trust Co., Bridgeview, Illinois, to establish a 

branch facility to be located at 224 W. Division, Chicago, 

Illinois.*

Newspaper – N/Avail

Branch Prairie Bank and Trust Co., Bridgeview, Illinois, to establish a 

branch facility to be located at the northwest corner of Mill Road 

and Orchard Avenue, Oswego, Illinois.*

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

CIC Notice by John R. Barlow, Mound, Minnesota and Cinda Mae 

Classon, Dows, Iowa, to each retain 26.16 percent of the voting 

shares of Barlow Banking Corporation, Iowa Falls, Iowa, and 

thereby indirectly acquire Iowa Falls State Bank, Iowa Falls, 

Iowa.

Fed Reg – 03/04/2004

Newspaper – N/Avail

CIC Notice by Gregory T. Darga, Verona, Wisconsin, Jack D. 

Heding, Hillsboro, Wisconsin, Robert L. Hart, Elroy, Wisconsin, 

and Richard G. Busch, Gays Mills, Wisconsin, to acquire, as a 

group acting in concert, 29.18 percent of the voting shares of 

Royal Bancshares, Inc., Elroy, Wisconsin, and thereby indirectly 

acquire additional shares of Royal Bank, Elroy, Wisconsin.

Fed Reg – 03/10/2004

Newspaper – N/Avail

CIC Notice by John E. Gorman, Hinsdale, Illinois and Gary L. Svec, 

Naperville, Illlinois, to acquire up to 100 percent of the voting 

shares of Strategic Capital Bancorp, Inc., Champaign, Illinois, 

and thereby indirectly acquire Strategic Capital Bank, 

Champaign, Illinois.

Fed Reg – 03/10/2004

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

4(c)(8) W.J. Young & Co., Clinton, Iowa, proposes to engage in 

extending credit and servicing loans.

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

566243 Glenwood State Bank

21 N. Walnut

Glenwood, Iowa 51534

(712) 527-3157

10/20/2003 02/26/2004 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, February 28, 2004

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 9

Federal Reserve Bank of Minneapolis

Applications and notifications filed during the week ending Saturday, February 28, 2004

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 Martha A. Soter, Tucson, AZ; Fred J. Christenson, Fairfield, CT;

Molly A. Hershede, Phoenix, AZ; John W. Thomson, Sioux 

Falls, SD, individually and as trustee of the Nane A. Thomson 

Trust; Nane A. Thomson, Sioux Falls, SD; the Nane A. 

Thomson Trust, Sioux Falls, SD; James R. Thomson, 

Centerville, SD, individually and as trustee of the Sarah A. 

Thomson Trust, the Christopher Thomson Trust, the Alex B. 

Cole Trust, and the Erin T. Cole Trust; the Sarah A. Thomson 

Trust Centerville, SD; the Christopher Thomson Trust, 

Centerville, SD; John E. Lindahl, Wayzata, MN, as trustee of the 

Sarah A. Thomson Trust, the Christopher Thomson Trust, the 

Alex B. Cole Trust, and the Erin T. Cole Trust; John L. 

Thomson, Minneapolis, MN, individually and as trustee of the 

John Lubar Thomson Trust, the Maddie C. Thomson Trust and 

the Joseph N. Thomson Trust; Kristine L. Thomson, 

Minneapolis, MN, as trustee of the John Lubar Thomson Trust 

the Maddie C. Thomson Trust and the Joseph N. Thomson 

Trust; David J. Lubar, Milwaukee, WI, as trustee of the John 

Lubar Thomson Trust, the Maddie C. Thomson Trust and the 

Joseph N. Thomson Trust; the John Lubar Thomson Trust, 

Minneapolis, MN; the Maddie C. Thomson Trust, Minneapolis,

MN; the Joseph N. Thomson Trust, Minneapolis, MN; Ann L.

Cole, Sioux Falls, SD; the Alex B. Cole Trust, Centerville, SD;

and the Erin T. Cole Trust, Centerville, SD, to acquire control of 

Thomson Holdings, Inc., Centerville, South Dakota, and thereby

to indirectly acquire control of First Midwest Bank, Centerville, 

South Dakota.

Fed Reg – 03/09/2004 

Newspaper – N/Avail
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

CIC Notice by Anchor Bancorp, Inc. Voting Preferred Stock Trust 

No.1, Wayzata, Minnesota and Anchor Bancorp, Inc. Voting 

Preferred Stock Trust No.2, Wayzata, Minnesota; Jacqueline D. 

Becklund, William J. Berens, Richard D. Bliss, Carl W. Jones, 

Christopher W. Jones, Richard A. McMahon, Helen J. Warren, 

and Wendy J. Zehngebot, as trustees of each trust as a group 

acting in concert, to gain control of Anchor Bancorp, Inc., 

Wayzata, Minnesota.

Fed Reg – 03/19/2004 

Newspaper – N/Avail

CIC Gerald A. Payne, LeRoy, Minnesota, to acquire control of First

LeRoy Bancorporation Inc., LeRoy, Minnesota, and thereby 

indirectly acquire control of First State Bank of LeRoy, LeRoy,

Minnesota.

Fed Reg – 03/16/2004 

Newspaper – 03/05/2004

3(a)(3) Forstrom Bancorporation, Inc., Clara City, Minnesota, proposes 

to acquire 100% of the voting shares of First State Agency of 

Lake Lillian, Inc., Lake Lillian, Minnesota, and thereby 

indirectly acquire First State Bank, Lake Lillian, Lake Lillian, 

Minnesota.

Fed Reg – 03/08/2004 

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

4(c)(8) Watford City Bancshares, Inc., Watford City, North Dakota,

proposes to engage de novo in community development 

activities through its wholly-owned Subsidiary First 

International Community Development Fund, Inc., Watford

City, North Dakota.

Fed Reg – 03/19/2004

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

697455 Ridgedale State Bank, Minnetonka,

Minnesota.

11/17/2003 02/23/2004 S X

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, February 28, 2004

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) Sundance State Bank Profit Sharing ESOP and Trust, Sundance, 

Wyoming, to become a bank holding company through the 

acquisition of 25.65 percent of the voting shares of Sundance 

Bankshares, Inc., parent of Sundance State Bank, both of 

Sundance, Wyoming.

Newspaper – 03/15/2004

Fed Reg – 03/26/2004

CIC Notification by Robert J. Barmann, Jr. Maryville, Missouri; 

James L. Baber, Weston, Missouri; and Robert M. McGinness, 

Platte City, Missouri, to acquire control of Wells Bancshares, 

parent of Wells Bank of Platte City, both in Platte City, 

Missouri.

Newspaper – 03/15/2004

Fed Reg – 03/08/2004

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 Bank of Commerce, Chanute, Kansas, to become a member of 

the Federal Reserve System.
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

Membership Chetopa State Bank and Trust Company, Chetopa, Kansas, to 

become a member of the Federal Reserve System.

Membership Home State Bank, Erie, Kansas, to become a member of the 

Federal Reserve System.

Membership First State Bank of Thayer, Thayer, Kansas, to become a 

member of the Federal Reserve System.

Membership Bank of Parsons, Parsons, Kansas, to become a member of the 

Federal Reserve System.

Membership First Neodesha Bank, Neodesha, Kansas, 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

671053 Stock Exchange Bank

103 S. Main Street

Caldwell, Kansas 67022-1607

12/08/2003 02/27/2004 S X

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, February 28, 2004

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

867650 First State Bank Texas

309 South Old Betsy Road

Keene, Texas 76059

11/17/2003 03/01/2004 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, February 28, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch County Bank, Merced, California, to establish a branch facility 

to be located at 2625 Divisidero Avenue, Fresno, California.*

Newspaper – 03/11/2004

18C Branch Hanmi Bank, Los Angeles, California, to merge with Pacific 

Union Bank, Los Angeles, California, and thereby acquire 12 

branch offices of Pacific Union Bank, all located in California .*

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

None

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

Type Application

3(a)(5)(C) Canyon Bancorporation, Inc., Tucson, Arizona, to become a 

bank holding company by acquiring at least 67 percent of the 

voting shares of Canyon Community Bank, N.A., Tucson, 

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

Type Application

3(a)(5)(C) Desert Hills Capital Corp., Phoenix, Arizona, to become a bank 

holding company by acquiring 100 percent of Desert Hills Bank, 

Phoenix, Arizona.

3(a)(5)(C) SunFirst Corporation, St. George, Utah, to become a bank 

holding company by acquiring 100 percent of SunFirst Bank, St. 

George, Utah.

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