Board of Governors of the Federal Reserve System, Washington, DC 20551

Actions of the Board, Its Staff,

and the Federal Reserve Banks:

No. 49

Week Ending December 6, 1997

Federal Reserve Release

H.2

Applications and Reports Received
No. 49

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

First Union Corporation, Charlotte, North Carolina -- requests for reconsideration

of the Board's approval of the application and notice to acquire Signet Banking

Corporation, Richmond, Virginia, and its banking and nonbanking subsidiaries.

- Denied, December 3, 1997 

BANK HOLDING COMPANIES

Sanwa Bank Limited, Osaka, Japan -- to acquire Morcroft Capital Corporation,

Fairfield, New Jersey, and engage in leasing and financing activities.

- Permitted, December 1, 1997 

Central Bank Survey of Foreign Exchange and Derivatives Market Activity (FR

3036) -- to conduct ongoing survey every three years.

- Proposed, December 1, 1997 

FORMS

Report of Derivatives Activity (FR 2436) -- to implement a new semiannual report.

- Proposed, December 1, 1997 

Transfer Agent Registration and Amendment Form ( FR TA-1) -- extension,

without revision.

- Proposed, December 2, 1997 

OTC Derivatives: Additional Oversight Could Reduce Costly Sales Practice

Disputes -- letter to Congress concerning GAO's final report on sales practices for

OTC derivatives.

- Approved, December 3, 1997 

GENERAL ACCOUNTING OFFICE

Regulation Z -- revision to compliance date for amendment to Truth in Lending

Regulation that gives flexibility in providing variable-rate disclosures. Compliance

is optional until October 1, 1998 (Docket R-0960)

- Announced, December 2, 1997 

REGULATIONS AND POLICIES
H.2

November 30, 1997 to December 6, 1997

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

Page 2

Directors -- designation of Deputy Chairmen of the Federal Reserve Banks of

Boston and Kansas City for 1998: William O. Taylor, Chairman and Chief

Executive Officer, Globe Newspaper Company, Boston, Massachusetts; and

Terrence P. Dunn, President and Chief Executive Officer, Dunn Construction

Company, Kansas City, Missouri.

- Announced, December 5, 1997 

RESERVE BANK OPERATIONS
H.2

November 30, 1997 to December 6, 1997

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; RBOPS - Reserve Bank Operations and Payment

Systems; IF - International Finance; OSDM - Office of Staff Director for Management

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

branch at 441 Greece Ridge Center Drive, Greece Ridge Center Mall, Town of

Greece, New York.

- Approved, December 5, 1997 

BANK BRANCHES, DOMESTIC

New York

NBD Bank, Detroit, Michigan -- to establish a branch at 34400 Utica Road, Fraser,

Michigan.

- Approved, December 2, 1997 

Chicago

Yellowstone Bank, Laurel, Montana -- to establish a branch at the southwest corner

of Main and Airport Road, Billings, Montana.

- Approved, December 1, 1997 

Minneapolis

AuburnBank, et al, Auburn, Alabama, and 15 other institutions -- to acquire

Southeast Bankcard Association, Inc., Duluth, Georgia, and operate a bank service

corporation.

- Approved, December 5, 1997 

BANK HOLDING COMPANIES

Atlanta

Banc Ed Corp., Edwardsville, Illinois -- to acquire Omni Financial Corporation,

Pontoon Beach, Illinois, and Omni Bank.

- Approved, December 3, 1997 

St. Louis
H.2

November 30, 1997 to December 6, 1997

Page 2

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

Bank of Montreal, Montreal, Canada; Bankmont Financial Corp., New York, New

York; and Harris Bankcorp, Inc., Chicago, Illinois -- to acquire Harris Trust

Company of Florida, West Palm Beach, Florida.

- Approved, December 4, 1997 

Chicago

BOR Bancshares, Inc., Rogers, Arkansas -- to acquire Bank of Rogers.

- Approved, December 3, 1997 

St. Louis

Capitol Bancorp Ltd., Lansing, Michigan -- to acquire Kent Commerce Bank,

Kentwood, Michigan.

- Approved, December 4, 1997 

Chicago

CGB Acquisition Corporation, Overland Park, Kansas, and Commercial Guaranty

Bancshares, Inc. -- to acquire Humboldt Bancshares, Inc., Humboldt, Kansas.

- Approved, December 4, 1997 

Kansas City

Citizens Bancshares Corporation, Atlanta, Georgia -- to merge with First Southern

Bancshares, Inc., Lithonia, Georgia, and acquire First Southern Bank.

- Approved, December 5, 1997 

Secretary

Community National Bank Corporation, Waterloo, Iowa -- to engage de novo in

lending activities.

- Permitted, December 3, 1997 

Chicago

Concord EFS Inc., Memphis, Tennessee -- to acquire Pay Systems of America, Inc.,

Nashville, Tennessee, and engage in payroll data processing activities.

- Permitted, December 5, 1997 

St. Louis
H.2

November 30, 1997 to December 6, 1997

Page 3

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

FABP Bancshares, Inc., Pensacola, Florida -- request for waiver of commitment.

- Granted, December 2, 1997 

Atlanta

Fifth Third Bancorp, Cincinnati, Ohio -- to make a limited partnership investment in

General Electric/Fifth Third Partnership #1, L.P., Wilmington, Delaware.

- Approved, December 4, 1997 

Cleveland

GNB Bankshares Corporation, Grundy, Virginia -- to acquire Grundy National Bank.

- Approved, December 2, 1997 

Richmond

Hillister Enterprises II, Beaumont, Texas; Umphrey II Family Limited Partnership,

Southeast Texas Bancshares, Inc.; and Texas Community Bancshares of Delaware,

Inc., Wilmington, Delaware -- to acquire Silsbee Financial Corporation, Silsbee,

Texas; Silsbee Delaware Corporation, Wilmington, Delaware; and Silsbee State

Bank, Silsbee, Texas.

- Approved, December 4, 1997 

Dallas

Horizon Bank of Florida, Employee Stock Ownership Plan, Pensacola, Florida -- to

acquire Horizon Bancshares, Inc., and Horizon Bank.

- Approved, December 3, 1997 

Atlanta

Independent Southern Bancshares, Inc. Employee Stock Ownership Trust,

Brownsville, Tennessee -- to acquire Independent Southern Bancshares, Inc.

- Approved, December 5, 1997 

St. Louis

Peoples Trust of 1987, Ottawa, Kansas, and Peoples, Inc. -- to acquire Johnson

County Bank, Overland Park, Kansas.

- Approved, December 3, 1997 

Kansas City
H.2

November 30, 1997 to December 6, 1997

Page 4

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

Republic Bancshares, Inc., Natoma, Kansas -- to acquire United National Bank of

Natoma, Natoma, Kansas.

- Approved, December 3, 1997 

Kansas City

Riverside Banking Company, Fort Pierce, Florida -- to acquire shares of Gulf Coast

Banking Company, Cape Coral, Florida, and Riverside Bank of The Gulf Coast.

- Approved, December 4, 1997 

Atlanta

Skylake Bankshares, Inc., North Miami Beach, Florida -- to merge with Kislak

Financial Corporation, Miami Lakes, Florida, and acquire Kislak National Bank.

- Withdrawn, December 2, 1997 

Atlanta

South Branch Valley Bancorp, Inc., Moorefield, West Virginia -- to acquire shares of

Capital State Bank, Inc., Charleston, West Virginia.

- Approved, December 5, 1997 

Richmond

State Financial Corporation, Hales Corner, Wisconsin -- to acquire Richmond

Bancorp, Inc., Gurnee, Illinois, and acquire Richmond Bank, Richmond, Illinois, and

Richmond Financial Services, Inc., and engage in discount brokerage, insurance

agency and management advisory services.

- Approved, December 2, 1997 

Chicago

Tennessee Central Bancshares, Inc., Adamsville, Tennessee -- to acquire no more

than 10 percent of Premier Bank of Brentwood, Brentwood, Tennessee. 

- Approved, December 4, 1997 

St. Louis

Wintrust Financial Corporation, Wilmette, Illinois -- to acquire Crystal Lake Bank &

Trust Company, National Association, Crystal Lake, Illinois.

- Approved, December 3, 1997 

Chicago
H.2

November 30, 1997 to December 6, 1997

Page 5

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

Woodforest Bancshares, Inc., Houston, Texas, and Sun Belt Bancshares

Corporation, Wilmington, Delaware -- to acquire Main Street National Bank,

Cleveland, Texas.

- Approved, December 4, 1997 

Dallas

Atlantic Bank, Ocean City, Maryland -- to acquire a branch in Cambridge and two

branches in Salisbury, Maryland, of First Union National Bank, Charlotte, North

Carolina.

- Approved, December 5, 1997 

BANK MERGERS

Richmond

BancFirst, Oklahoma City, Oklahoma -- to purchase the assets and assume the

liabilities of eleven branches and two detached facilities in Oklahoma from

NationsBank, N.A., Charlotte, North Carolina. 

- Approved, December 2, 1997 

Kansas City

Farmers Bank of Maryland, Annapolis, Maryland -- to acquire a branch in

Chestertown and two branches in Easton, Maryland, of First Union National Bank,

Charlotte, North Carolina.

- Approved, December 5, 1997 

Richmond

First Virginia Bank of Tidewater, Norfolk, Virginia -- to acquire the Mappsville,

Virginia, branch of First Union National Bank, Charlotte, North Carolina.

- Approved, December 5, 1997 

Richmond

Great Lakes National Bank Michigan, Ann Arbor, Michigan -- to purchase a branch

of Bank of America FSB, Highland, Indiana.

- Announced, December 2, 1997 

Chicago
H.2

November 30, 1997 to December 6, 1997

Page 6

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

Pioneer Entertainment (USA) L.P., Long Beach, California -- deregistration pursuant

to Regulation G.

- Approved, December 3, 1997 

BANKS, NONMEMBER, AND MISCELLANEOUS INSTITUTIONS

San Francisco

Signet Trust Company, Richmond, Virginia -- registration as transfer agent.

- Withdrawn, December 3, 1997 

Director, BS&R

Flint Hill Financial Services Corporation, Americus, Kansas -- redemption of shares.

- Approved, December 3, 1997 

CAPITAL STOCK

Kansas City

Horizon Bancshares, Inc., Pensacola, Florida -- redemption of shares.

- Approved, December 3, 1997 

Atlanta

CentraBanc Corporation, Waco, Texas -- change in bank control.

- Permitted, December 1, 1997 

CHANGE IN BANK CONTROL

Dallas

Citizens State Bancorp, Inc., Morrison, Oklahoma -- change in bank control.

- Permitted, December 2, 1997 

Kansas City

Madison Agency, Inc., Sioux Falls, South Dakota -- change in bank control.

- Permitted, December 2, 1997 

Minneapolis

Rogers Bancshares, Little Rock, Arkansas -- change in bank control.

- Permitted, December 5, 1997 

Secretary
H.2

November 30, 1997 to December 6, 1997

Page 7

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

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

- Permitted, December 1, 1997 

Minneapolis

Albert City Savings Bank, Albert City, Iowa -- report on competitive factors of the

proposed merger with Citizens State Bank, Marathon, Iowa.

- Submitted, December 2, 1997 

COMPETITIVE FACTORS REPORTS

Chicago

Bank of Alice, Alice, Texas -- report on competitive factors of the proposed merger

with The Country Bank, Charlotte, Texas.

- Submitted, December 5, 1997 

Dallas

Bank of Atkins, Atkins, Arkansas -- report on competitive factors of the proposed

purchase of assets and assumption of liabilities of the Hot Springs Village branch of

Danville State Bank, Danville, Arkansas.

- Submitted, December 1, 1997 

St. Louis

Bank One, Arizona, N.A., Phoenix, Arizona -- report on competitive factors of the

proposed purchase of assets and assumption of certain liabilities of Bank One, N.A.,

Columbus, Ohio.

- Submitted, December 5, 1997 

Cleveland

Bank One, N.A., Columbus, Ohio -- report on competitive factors of the proposed

purchase of certain assets and assumption of certain liabilities from eleven other bank

subsidiaries of Banc One Corporation. 

- Submitted, December 5, 1997 

Cleveland
H.2

November 30, 1997 to December 6, 1997

Page 8

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

Bank One, Texas, N.A., Dallas, Texas -- report on competitive factors of the

proposed purchase of certain assets and assumption of certain liabilities of Bank One,

N.A., Columbus, Ohio.

- Submitted, December 5, 1997 

Cleveland 

Citizens Bank & Trust Company, Chillicothe, Missouri -- report on competitive

factors of the proposed merger with Trenton Trust Company, Trenton, Missouri.

- Submitted, December 2, 1997 

Kansas City

Citizens Savings Bank, Anamosa, Iowa -- report on competitive factors of the

proposed merger with Lesernal Corporation.

- Submitted, December 2, 1997 

Chicago

Edgar County Bank and Trust Co., Paris, Illinois -- report on competitive factors of

the proposed merger with Kansas State Bank, Kansas, Illinois.

- Submitted, December 2, 1997 

Chicago

Farmers Savings Bank, Beaman, Iowa -- report on competitive factors of the

proposed merger with Producers Savings Bank, Green Mountain, Iowa.

- Submitted, December 2, 1997 

Chicago

First American Bank, Woodward, Oklahoma -- report on competitive factors of the

proposed merger with Washita State Bank, Burns Flat, Oklahoma.

- Submitted, December 1, 1997 

Kansas City

First Arkansas Valley Bank, Dardanelle, Arkansas -- report on competitive factors of

the proposed purchase of certain assets and assumption of certain liabilities of he

Atkins, Arkansas, branch of Bank of Atkins.

- Submitted, December 1, 1997 

St. Louis
H.2

November 30, 1997 to December 6, 1997

Page 9

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

First Commercial Bank, N.A., Overland Park, Kansas -- report on competitive

factors of the proposed merger with Humboldt National Bank, Humboldt, Kansas.

- Submitted, December 2, 1997 

Kansas City

First of America Bank-Florida, F.S.B., Tampa, Florida -- report on competitive

factors of the proposed merger with SouthTrust Bank, N.A., Birmingham, Alabama.

- Submitted, December 4, 1997 

Secretary

First Prosperity Bank, El Campo, Texas -- report on competitive factors of the

proposed acquisition of certain assets and assumption of certain liabilities of the West

Columbia branch of Community State Bank, Houston, Texas.

- Submitted, December 3, 1997 

Dallas

First Virginia Bank, Falls Church, Virginia -- report on competitive factors of the

proposed merger with Premier Trust Company, Bluefield, Virginia.

- Submitted, December 1, 1997 

Richmond

Grand Lake Bank, Grove, Oklahoma -- report on competitive factors of the proposed

merger with New Grand Lake Bank, Tulsa, Oklahoma.

- Submitted, December 2, 1997 

Kansas City

Heritage Bank of Commerce, San Jose, California -- report on competitive factors of

the proposed merger of Heritage Commerce Merger Subsidiary, Inc.

- Submitted, December 2, 1997 

San Francisco

Iowa Bank, Bellevue, Iowa -- report on competitive factors of the proposed

acquisition of the assets and assumption of the liabilities of the Bellevue and

LaMotte, Iowa, offices of Mercantile Bank of Eastern Iowa, Waterloo, Iowa.

- Submitted, December 2, 1997 

Chicago
H.2

November 30, 1997 to December 6, 1997

Page 10

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

Iowa State Bank, Orange City, Iowa -- report on competitive factors of the proposed

merger with Iowa State Bank, Ireton, Iowa.

- Submitted, December 2, 1997 

Chicago

Labette County State Bank, Altamont, Kansas -- report on competitive factors of the

proposed merger with American State Bank, Oswego, Kansas. 

- Submitted, December 1, 1997 

Kansas City

Local America Bank of Tulsa, FSB, Tulsa, Oklahoma -- report on competitive

factors of the proposed merger with Green Country Bank, FSB, Miami, Oklahoma.

- Submitted, December 1, 1997 

Kansas City

NationsBank, National Association, Charlotte, North Carolina -- report on

competitive factors of the proposed merger with Boatmen's First National Bank of

Amarillo, Amarillo, Texas. 

- Submitted, December 1, 1997 

Richmond

New First National Bank in Green Forest, Green Forest, Arkansas -- report on

competitive factors of the proposed merger with First National Bank in Green Forest.

- Submitted, December 3, 1997 

St. Louis

Ohio River Bank, Ironton, Ohio -- report on competitive factors of the proposed

merger with Ohio River Interim Bank.

- Submitted, December 5, 1997 

Cleveland

Pacific Bay Bank, San Pablo, California, and Sunrise Bank, Roseville, California --

report on competitive factors of the proposed merger with New Co., Roseville,

California.

- Submitted, December 4, 1997 

San Francisco
H.2

November 30, 1997 to December 6, 1997

Page 11

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

Penn Security Bank and Trust Company, Scranton, Pennsylvania -- report on

competitive factors of the proposed merger with Penn Security Interim Bank and

Trust Company.

- Submitted, December 5, 1997 

Philadelphia

Peoples Bank, N.A., Ashtabula, Ohio -- report on competitive factors of the

proposed purchase of assets and assumption of liabilities of the Madison and

Painesville, Ohio, branches of First Western Bank, N.A., New Castle, Pennsylvania.

- Submitted, December 4, 1997 

Cleveland

Premier Bank, Marietta, Georgia -- report on competitive factors of the proposed

merger with Citizens Bank of Gwinnett, Duluth, Georgia.

- Submitted, December 3, 1997 

Atlanta

Roseville 1st National Bank, Roseville, California -- report on competitive factors of

the proposed merger with Roseville 1st Interim National Bank.

- Submitted, December 3, 1997 

San Francisco

Trustmark National Bank, Jackson, Mississippi -- report on competitive factors of

the proposed merger with Smith County Bank, Taylorsville, Mississippi.

- Submitted, December 3, 1997 

Atlanta

Valley Independent Bank, El Centro, California -- report on competitive factors of

the proposed merger with VIB Merger Company.

- Submitted, December 4, 1997 

San Francisco
H.2

November 30, 1997 to December 6, 1997

Page 12

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

CBI Acquisition Corporation, Huntsville, Texas -- extension to March 25, 1998, to

acquire Crockett Bancshares, Inc., Crockett, Texas, and Crockett State Bank.

- Granted, December 3, 1997 

EXTENSIONS OF TIME

Dallas

First National Bank of Huntsville, Huntsville, Texas -- extension to March 25, 1998,

to acquire CBI Acquisition Corporation; Crockett Bancshares, Inc., Crockett, Texas,

and Crockett State Bank.

- Granted, December 1, 1997 

Dallas

Pathfinder Bancorp, Oswego, New York, and Pathfinder Bancorp, Inc. -- extension

to February 28, 1998, for Pathfinder Bancorp to acquire shares of Pathfinder

Bancorp. Inc., and for the latter to acquire Oswego City Savings Bank.

- Granted, December 2, 1997 

New York

Summit Bank, Hackensack, New Jersey -- extension to February 28, 1998, to merge

with Collective Bank, A Federal Savings Bank,

- Granted, December 4, 1997 

New York

Bank of Lakeview, Lakeview, Michigan -- membership in the Federal Reserve

System.

- Withdrawn, December 1, 1997 

MEMBERSHIP

Chicago

Exchange Bank & Trust Company, Perry, Oklahoma -- to become a member of the

Federal Reserve System.

- Approved, December 4, 1997 

Kansas City
H.2

November 30, 1997 to December 6, 1997

Page 13

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

Greenwich Bank & Trust Company, Greenwich, Connecticut -- to become a member

of the Federal Reserve System.

- Approved, December 5, 1997 

New York

Regulation Z -- request for comment on revisions to the official staff commentary

concerning increased rates for credit card accounts triggered by events such as late

payments or exceeding credit limits.

- Approved, December 1, 1997 

REGULATIONS AND POLICIES

Director, C&CA

Federal Reserve Bank of Chicago -- to proceed with construction of a new

conference center on third floor of Bank.

- Approved, December 1, 1997 

RESERVE BANK OPERATIONS

Director RBOPS 

Federal Reserve Bank of San Francisco -- to proceed with renovation of the first

floor of Portland Branch.

- Approved, December 4, 1997 

Director, RBOPS
District 1

Federal Reserve Bank of Boston

Applications and notifications filed during the week of December 6, 1997

Section I - Applications subject to newspaper notice only

Type Application comment period

Ending date of 

None

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

Type Application comment period

Ending date of 

3(a)(1) Lenox Financial Service Corp., Lenox, Massachusetts - Newspaper - 01/02/98

application to become a mutual hodling company through the Fed Reg - N/Avail

acquisition of Lenox Savings Bank, Lenox, Massachusetts*

*Subject to the provisions of the Community Reinvestment Act

Section III - Applications subject to Federal Register notice only

Type Application comment period

Ending date of 

4(c)(8) Fleet Financial Services, Inc., North Adams, Massachusetts - Fed Reg - 12/29/97

notification to acquire The Quick & Reilly Group, Inc., and thereby

engage in various securities activities

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

Type Application comment period

Ending date of 

None
Section V - Availability of CRA public evaluations

RSSD Examination CRA CRA 

number Institution/Location date public date rating Exam type

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.

The federal bank regulators use the following four performance levels to rate an institution's performance under

CRA:

Outstanding

Satisfactory

Needs to improve

Substantial noncompliance

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

RSSD Examination CRA CRA 

number Institution/Location date public date rating Exam type

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 of December 6, 1997

Section I - Applications subject to newspaper notice only

Type Application comment period

Ending date of 

Branch Manufacturers and Traders Trust Company, Buffalo, New York, 12/26/97

to establish a branch office at 728 Alberta Drive, Amherst, New

York.*

18(c) OnBank & Trust Company, Syracuse, New York, and Franklin 12/26/97

First Savings Bank, Wilkes-Barre, Pennsylvania, to merge with

and into Manufacturers and Traders Trust Company, Buffalo,

New York.*

* Subject to the provisions of the Community Reinvestment Act.

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

Type Application comment period

Ending date of 

3(a)(5) First Empire State Corporation, Buffalo, New York: (1) to merge, 01/02/97 1/

through its wholly-owned subsidiary, Olympia Financial Corp.

("Olympia") with ONBANCorp. Inc. ("OBC"), Syracuse, New York,

and thereby indirectly acquire respectively, pursuant to Sections

3(a)(3) and 4(c)(8) of the BHC Act, OnBank & Trust Company,

Syracuse, New York, and Franklin First Savings Bank, Wilkes-Barre,

Pennsylvania; (2) alternatively, pursuant to Section 3(a)(3) and

4(c)(8) of the BHC Act to acquire, under certain circumstances, up to

19.9 percent of the voting shares of OBC; and, (3) pursuant to

Section 3(a)(1) of the BHC Act, for Olympia to become a bank

holding company with respect to Manufacturers and Traders Trust

Company, Buffalo, New York.

1/ Later of dates specified in newspaper and Federal Register notices.
Section III - Applications subject to Federal Register notice only

Type Application comment period

Ending date of 

4(c)(8) Credit Commercial De France S.A., Paris, France, to engage through 12/15/97

CCF International Finance Corporation, New York, New York, in the

following nonbanking activities: extending credit and servicing loans;

activities related to extending credit; financial and investment

advisory activities; agency transactional services; and investment

transactions as principal.

4(c)(8) Dresdner Bank AG, Frankfurt, Federal Republic of Germany, to N/Avail

engage de novo as a commodity pool operator through its

subsidiaries, including Oechsle International Advisors, L.P., and

RCM Capital Management, L.L.C.

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

Type Application comment period

Ending date of 

None
Section V - Availability of CRA public evaluations

RSSD Examination CRA CRA 

number Institution/Location date public date rating Exam type

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.

The federal bank regulators use the following four performance levels to rate an institution's performance under

CRA:

Outstanding

Satisfactory

Needs to improve

Substantial noncompliance

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

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 of December 6,1997

Section I - Applications subject to newspaper notice only

Type Application comment period

Ending date of 

Branch Ambassador Bank of the Commonwealth, Allentown, PA, to 12/31/97

establish a branch at Saucon Valley Square, Wyandotte Street,

Northampton County, PA

Branch Bryn Mawr Trust Company, Bryn Mawr, PA, to establish a 1/5/98

branch at One Tower Bridge, 100 Front Street, West

Conshohocken Borough, Montgomery County, PA

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

Type Application comment period

Ending date of 

None

Section III - Applications subject to Federal Register notice only

Type Application comment period

Ending date of 

None

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

Type Application comment period

Ending date of 

None
Section V - Availability of CRA public evaluations

RSSD Examination CRA CRA 

number Institution/Location date public date rating Exam type

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.

The federal bank regulators use the following four performance levels to rate an institution's performance under

CRA:

Outstanding

Satisfactory

Needs to improve

Substantial noncompliance

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

RSSD Examination CRA CRA 

number Institution/Location date public date rating Exam type

None

Section VI - CRA examinations scheduled for Quarter of

Institution Location

None
District 4

Federal Reserve Bank of Cleveland

Applications and notifications filed during the week ending December 6, 1997

Section I - Applications subject to newspaper notice only

Type Application comment period

Ending date of 

None

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

Type Application comment period

Ending date of 

CIC Received notice of Change in Bank Control on November 24, Newspaper - 12/22/97

1997, from Andrew Godby; Bill David Godby; Christopher L.

Godby; The Clell Dean Godby Living Trust; David H. Godby;

Joshua H. Godby; Melodie Godby; Melvin M.. Godby, Sr.;

Melvin M. Godby, Jr.; Vicki Godby; Clellan Prewitt; and

Leora Prewitt, all of Somerset, KY of their intent to control up

to 46.10 percent of the outstanding voting shares of First

Commerce Bancorp, Inc., Somerset, KY.

3(a)(5) Received notice from Mellon Bank Corporation, Pittsburgh, Fed Reg - 12/31/97

PA on December 1, 1997, of its intent to acquire United

Bankshares, Inc., Miami, FL.

Section III - Applications subject to Federal Register notice only

Type Application comment period

Ending date of 

None
Section IV - Applications not subject to Federal Register or newspaper notice

Type Application comment period

Ending date of 

Notice from Mellon Bank, N.A., Pittsburgh, PA received on November 21, 1997, of

its intent to acquire up to a 90% interest in Mellon Brascan Asset Management,

S.A., Rio de Janeiro, Brazil, pursuant to Section 211.5(c)(2) of Regualtion K AND 

Notice from Mellon Bank, N.A., Pittsburgh, PA of its intent to acquire 40% interests

in Banco Brascan, S.A., Rio de Janeiro, Brazil; Brascan Holding Limited, Bahamas;

and Brascan Interrnational Consultoria e Investimentos, Ltda., Maderia, Portugal,

pursuant to Section 211.5(c)(3) of Regualtion K. All investments to be made

through Mellon Overseas Investment Corporation, Wilmington, DE and Mellon

International Investment Corporation, Georgetown, Cayman Islands.

Section V - Availability of CRA public evaluations

Description of the CRA Goal against which institutions are evaluated, the four performance levels, and the

institutions for which an evaluation is publicly available.

The CRA requires a periodic evaluation of each covered institution regarding the extent to which it has ascertained,

and helped meet, the credit needs of its entire delineated community, including low- and moderate-income

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

The federal bank regulators use the following four performance levels to rate an institution’s performance under

CRA.:

Outstanding

Satisfactory

Needs to Improve

Substantial noncompliance

RSSD Examination CRA CRA

number Institution/ Location date public date rating

None 

Section VI - CRA examinations scheduled for First Quarter of 1998

Institution Location

Chippewa Valley Bank P.O. Box 68, 20 S. Main Street, Rittman, OH 44270-0068

Oakwood Deposit Bank P.O. Box 207, 218 N. 1st Street, Oakwood, OH 45873-0207

The Ottoville Banking Company P.O. Box 459, 161 W. 3rd Street, Ottoville, OH 45876-0459

WesBanco Bank Barnesville P.O. 70, 101 E. Main Street, Barnesville, OH 43713-0070
District 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week of December 6, 1997

Section I - Applications subject to newspaper notice only

Type Application comment period

Ending date of 

Branch Southern Financial Bank, Warrenton, Virginia, to establish 12/26/97

a branch at 46910 Harry Byrd Highway, Sterling, Virginia.*

18(c) Bank of Lancaster, Kilmarnock, Virginia, to acquire two 12/29/97

branches in Warsaw and Montross, Virginia, from Northern 

Neck State Bank, Warsaw, Virginia, immediately following

their acquisition by Northern Neck State Bank from First Union

National Bank, Charlotte, North Carolina, the successor by merger

to Signet Bank, Richmond, Virginia.*

*Application is subject to CRA requirements.

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

Type Application comment period

Ending date of 

3(a)(1) Morgantown Bancshares, Inc., Morgantown, West Virginia, 12/13/97

to become a bank holding company through the acquisition

of 100% of the voting shares of Citizens Bank of Morgantown,

Inc., Morgantown, West Virginia.*

3(a)(5) Wachovia Corporation, Winston-Salem, North Carolina, to 12/23/97**

acquire Ameribank Bancshares, Inc., Hollywood, Florida, and

its wholly owned subsidiary, American Bank of Hollywood,

Florida.*

CIC Notice of Change in Control with respect to Virginia Commerce 12/24/97**

Bank, Arlington, Virginia, filed by Arthur L. Walters.

 *Application is subject to CRA requirements.

**Expiration of comment period as specified in the Federal Register.

Section III - Applications subject to Federal Register notice only

Type Application comment period

Ending date of 

None
Section IV - Applications not subject to Federal Register or newspaper notice

Type Application comment period

Ending date of 

None

 

Section V - Availability of CRA public evaluations

RSSD Examination CRA CRA 

number Institution/Location date public date rating Exam type

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.

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

Outstanding

Satisfactory

Needs to improve

Substantial noncompliance

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

RSSD Examination CRA CRA 

number Institution/Location date public date rating Exam type

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 of December 6, 1997

Section I - Applications subject to newspaper notice only

Type Application comment period

Ending date of 

3(a)(1) Highlands Independent Bancshares, Inc., notice to become a bank N/Avail

holding company by acquiring Highlands Independent Bank, both of

Sebring, Florida.*

18(c) Citizens Trust Bank, Atlanta, Georgia, to merge with First Southern N/Avail

Bank, Lithonia, Georgia.*

*Subject to the provisions of the Community Reinvestment Act.

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

Type Application comment period

Ending date of 

4(c)(8) Regions Financial Corporation, Birmingham, Alabama, to merge with N/Avail

PALFED, Inc., and thereby directly acquire Palmetto Federal Savings

Bank, both of Aiken, South Carolina, and thereby engage in operating

a savings association.*

3(a)(5) Regions Financial Corporation, Birmingham, Alabama, to merge with N/Avail

Greenville Financial Corporation, Greenville, South Carolina, and

thereby directly acquire Greenville National Bank, Greenville, South

Carolina.* 

3(a)(5) Regions Financial Corporation, Birmingham, Alabama, to merge with N/Avail

First United Bancorporation, Anderson, South Carolina, and thereby

directly acquire Anderson National Bank, and Spartanburg National

Bank, both of Anderson, South Carolina.*

3(a)(3) FirsTrust Corporation, New Orleans, Louisiana, to acquire Peoples N/Avail

Bank of Louisiana, New Orleans, Louisiana.* 

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

Type Application comment period

Ending date of 

4(c)(8) Regions Financial Corporation, Birmingham, Alabama, to acquire N/Avail

Quick Credit Corporation, Anderson, South Carolina, and thereby

engage in consumer finance activities and credit insurance activities.

4(c)(8) Middle Georgia Corporation, Ellaville, Georgia, to acquire 15 percent N/Avail

of the outstanding shares of Fairbanco Holding Company, Inc.,

Fairburn, Georgia, and thereby engage in operating a savings

association.

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

Type Application comment period

Ending date of 

S/R First Southern Bancorp, Inc., Boca Raton, Florida, notification to

redeem 65,719 shares of its outstanding stock.

COM AmTrade International Bank of Georgia, Atlanta, Georgia,

commitment waiver request.

Member Premier Bank of Brentwood, Brentwood, Tennessee, to become a

member of the Federal Reserve System.
Section V - Availability of CRA public evaluations

RSSD Examination CRA CRA 

number Institution/Location date public date rating Exam type

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.

The federal bank regulators use the following four performance levels to rate an institution's performance under

CRA:

Outstanding

Satisfactory

Needs to improve

Substantial noncompliance

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

RSSD Examination CRA CRA 

number Institution/Location date public date rating Exam type

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 of December 5, 1997

Section I - Applications subject to newspaper notice only

Type Application comment period

Ending date of 

Membership Paramount Bank (in organization) N/Avail

Bingham Farms, Michigan

N/Avail - Not available at this time

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

Type Application comment period

Ending date of 

3(a)(1) First Mutual of Richmond, Inc.* Fed Reg - 12/15/97

Richmond, Indiana Newspaper - 12/13/97

 Richmond Mutual Bancorporation, Inc.

 Richmond, Indiana

 First Bank of Richmond, National Association

 Richmond, Indiana

3(a)(1) Richmond Mutual Bancorporation, Inc.* Fed Reg - 12/15/97

Richmond, Indiana Newspaper - 12/13/97

 First Bank of Richmond, National Association

 Richmond, Indiana

3(a)(3) Gifford Bancorp, Inc. Employee Stock Ownership Plan* Fed Reg - 1/2/98

Gifford, Illinois Newspaper - 1/2/98

 Gifford Bancorp, Inc.

 Gifford, Illinois

 Gifford State Bank

 Gifford, Illinois

3(a)(3) Central Illinois Bancorp, Inc.* Fed Reg - 1/2/98

Sidney, Illinois Newspaper - N/Avail

 CIB Bank (in organization)

 Indianapolis, Indiana

3(a)(1) Paramount Bancorp, Inc.* Fed Reg - 1/5/98

Bingham Farms, Michigan Newspaper - N/Avail

 Paramount Bank (in organization)

 Bingham Farms, Michigan
Section II - Applications subject to both newspaper and Federal Register notice

Type Application comment period

Ending date of 

3(a)(1) Century Bank Corp.* Fed Reg - 12/23/97

Fairmount, Indiana Newspaper - 12/19/97

 Citizens Exchange Bank

 Fairmount, Indiana

3(a)(1) Citizens Financial Corporation* Fed Reg - 12/29/97

Chicago, Illinois Newspaper - 12/24/97

 Citizens Bank & Trust Company of Chicago

 Chicago, Illinois

4(c)(8) Marshall & Ilsley Corporation Fed Reg - 12/23/97

Milwaukee, Wisconsin Newspaper - N/Avail

 Advantage Bancorp, Inc.

 Kenosha, Wisconsin

 Advantage Bank, FSB

 Kenosha, Wisconsin

Fed Reg - Federal Register Comment Period Ending Date

Newspaper - Newspaper Comment Period Ending Date

N/Avail - Not Available at this time

* - Subject to the provisions of the Community Reinvestment Act

Section III - Applications subject to Federal Register notice only

Type Application comment period

Ending date of 

4(c)(8) Central Illinois Bancorp, Inc. N/Avail

Sidney, Illinois

 To engage in the functions or activities that may be performed

 by a trust company

4(c)(8) National Australia Bank Limited N/Avail

Melbourne, Australia

 Homeside, Inc.

 Jacksonville, Florida

N/Avail - Not available at this time

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

Type Application comment period

Ending date of 

None
Section V - Availability of CRA public evaluations

RSSD Examination CRA CRA 

number Institution/Location date public date rating Exam type

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.

The federal bank regulators use the following four performance levels to rate an institution's performance under

CRA:

Outstanding

Satisfactory

Needs to improve

Substantial noncompliance

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

RSSD Examination CRA CRA 

number Institution/Location date public date rating Exam type

945941 Byron Center State Bank 8/18/97 12/2/97 Satisfactory Small Bank

2445 84th Street SW

P.O. Box 245

Byron Center, MI 49315

(616) 878-1591

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 of December 6, 1997

Section I - Applications subject to newspaper notice only

Type Application comment period

Ending date of 

None

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

Type Application comment period

Ending date of 

CIC Notice involving Forrest City Financial Corporation, Fed Reg - 12/22/97

Forrest City, Arkansas, by John R. Stipe (previously

reported during the week of November 17, 1997).

CIC Notice involving Reliable Community Bancshares, Inc., Fed Reg - 12/24/97

Perryville, Missouri, by Patricia R. Trickey, Teresa R.

Maurer, Carla J. Millham, Mary S. Vickery, Bonnie R.

Poythress, and Frances E. Rhodes.

3(a)(3) Notice by Mercantile Bancorporation Inc., St. Louis, Fed Reg - 12/19/97

Missouri, to acquire Horizon Bancorp, Inc., Arkadelphia,

Arkansas.*

4(c)(8) Notice by Bank of the Ozarks, Inc., Little Rock, Arkansas, Fed Reg: 12/31/97

to acquire Heritage Banc Holding, Inc., Little Rock, Arkansas,

and thereby acquire HEARTLAND Community Bank, FSB,

Little Rock, Arkansas.*

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

Type Application comment period

Ending date of 

4(c)(8) Notice by Mercantile Bancorporation Inc., St. Louis, Fed Reg - 12/19/97

Missouri, to acquire Horizon Financial Services, Inc.,

Arkadelphia, Arkansas.

4(j)(5)(B) Notice by First Tennessee National Corporation,

Memphis, Tennessee, to cause its proposed nonbank

subsidiary to acquire the general and limited

partnership interests of Martin & Company, L.P.,

Knoxville, Tennessee, and thereby engage in money

management activities.

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

Type Application comment period

Ending date of 

None
Section V - Availability of CRA public evaluations

RSSD Examination CRA CRA 

number Institution/Location date public date rating Exam type

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.

The federal bank regulators use the following four performance levels to rate an institution's performance under

CRA:

Outstanding

Satisfactory

Needs to improve

Substantial noncompliance

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

RSSD Examination CRA CRA 

number Institution/Location date public date rating Exam type

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 of December 6, 1997

Section I - Applications subject to newspaper notice only

Type Application comment period

Ending date of 

None

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

Type Application comment period

Ending date of

None

Section III - Applications subject to Federal Register notice only

Type Application comment period

Ending date of 

None

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

Type Application comment period

Ending date of

None

 
Section V - Publicly available CRA evaluations

RSSD Examination CRA CRA

number Institution/ Location date public date rating Exam type

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.

The federal bank regulators use the following four performance levels to rate an institution's performance under

CRA:

Outstanding

Satisfactory

Needs to improve

Substantial noncompliance

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

RSSD Examination CRA CRA

number Institution/ Location date public date rating Exam type

823656 First State Bank of Rushmore 9/2/97 12/2/97 Outstanding Small Bank

Rushmore, Minnesota

Section VI - CRA examinations scheduled Quarter of

Institution Location

None
District 10

Federal Reserve Bank of Kansas City

Applications and notifications filed during the week of December 6, 1997

Section I - Applications subject to newspaper notice only

Type Application comment period

Ending date of 

None

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

Type Application comment period

Ending date of 

3(a)(3) / 3(a)(5) Commerce Bancshares, Inc., and CBI-Kansas, both of Kansas Newspaper - 12/22/97

City, Missouri, for prior approval to acquire and merge with Fed Reg - 12/23/97

Pittsburg Bancshares, Inc., Pittsburg, Kansas; and thereby

indirectly acquire City National Bank, Pittsburg, Kansas.

Section III - Applications subject to Federal Register notice only

Type Application comment period

Ending date of 

4(c)(8) Stockmens Financial Corporation, Rushville, Nebraska, for prior Fed Reg - 12/24/97

approval to acquire Electronic Commerce Management Group, LLC,

Greenwood, Colorado (a joint venture), and thereby engage in leasing

personal or real property; management consulting services; and data

processing activities, pursuant to sections 225.28(b)(3), 225.28(b)(9),

and 225.28(b)(14) of the Board’s Regulation Y.
Section IV - Applications not subject to Federal Register or newspaper notice

Type Application comment period

Ending date of 

S/R Flint Hills Financial Services Corporation, Americus, Kansas, for

prior approval to redeem 4,200 shares of its own voting common

stock.

Section V - Availability of CRA public evaluations

Description of the CRA Goal against which institutions are evaluated, the four performance levels, and the

institutions for which an evaluation is publicly available.

The CRA requires a periodic evaluation of each covered institution regarding the extent to which it has ascertained,

and helped meet, the credit needs of its entire delineated community, including low- and moderate-income

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

The federal bank regulators use the following four performance levels to rate an institution’s performance under

CRA.:

Outstanding

Satisfactory

Needs to Improve

Substantial noncompliance

RSSD Examination CRA CRA

number Institution/ Location date public date rating

None

Section VI - CRA examinations scheduled for Quarter of

Institution Location

None
District 11

Federal Reserve Bank of Dallas

Applications and Notifications Filed During the Week of December 6, 1997

Section I - Applications subject to newspaper notice only

Type Application comment period

Ending date of 

None

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

Type Application comment period

Ending date of

CIC Western Bank, Las Cruces, Employee Stock Ownership Plan, Las 12/24/97**

Cruces, NM, et al, to acquire an interest in Western Bancshares of Las

Cruces, Inc., Carlsbad, NM

(Previously reported during the week of November 24, 1997)

3(a)(5) American State Financial Corporation, Lubbock, TX and American 12/14/97**

State Financial Corporation Delaware, Wilmington, DE, to acquire

Security Shares, Inc., Abilene, TX, and Security State Bank, Abilene,

TX*

(Previously reported during the week of November 17, 1997)

* Subject to the provisions of the Community Reinvestment Act.

** Comment period ending date is the date specified in the newspaper only.

N/Avail - Not available at this time.

Section III - Applications subject to Federal Register notice only

Type Application comment period

Ending date of 

None
Section IV - Applications not subject to Federal Register or newspaper notice

Type Application comment period

Ending date of

None

Section V - Publicly available CRA evaluations

RSSD Examination CRA CRA

number Institution/ Location date public date rating Exam type

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.

The federal bank regulators use the following four performance levels to rate an institution's performance under

CRA:

Outstanding

Satisfactory

Needs to improve

Substantial noncompliance

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

RSSD Examination CRA CRA

number Institution/ Location date public date rating Exam type

None

Section VI - CRA examinations scheduled Quarter of

Institution Location

None
District 12

Federal Reserve Bank of San Francisco

Applications and Notifications Filed During the Week of December 6, 1997

Section I - Applications subject to newspaper notice only

Type Application comment period

Ending date of 

Branch Farmers & Merchants Bank of Long Beach, Long Beach, Newspaper - 01/01/98

California, to establish a branch office at 2600 Cherry Avenue,

Long Beach, California. *

* Subject to the provisions of the Community Reinvestment Act.

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

Type Application period

Ending date of comment

3(a)(1) VIB Corp., El Centro, California, to become a bank holding Newspaper - N/Avail

company by acquiring Valley Independent Bank, El Centro,

California. * Fed Reg - 12/08/97

* Subject to the provisions of the Community Reinvestment Act..

Section III - Applications subject to Federal Register notice only

Type Application comment period

Ending date of 

None
Section IV - Applications not subject to Federal Register or newspaper notice

Type Application comment period

Ending date of

3(a)(5) Heritage Commerce Corp, San Jose, California, to become a bank None

holding company by acquiring 

24A Request Western Security Bank, Scottsdale, Arizona, to make an additional None

investment of approximately $3.7 million in bank premises.

S/R Eldorado Bank, Tustin, California, to distribute $900,000 from None

retained earnings to Commerce Security Bancorp, Inc., Laguna Hills,

California.

Section V - Publicly available CRA evaluations

RSSD Examination CRA CRA Large Small

number Institution/ Location date public date rating bank bank

Exam type

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.

The federal bank regulators use the following four performance levels to rate an institution's performance under

CRA:

Outstanding

Satisfactory

Needs to improve

Substantial noncompliance

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

RSSD Examination CRA CRA Large Small

number Institution/ Location date public date rating bank bank

Exam type

None
Section VI - CRA examinations scheduled Quarter of

Institution Location

None