Federal Reserve Bank of Richmond

1: Licats bi ne
Notice Only

Application Comment Period Ending Date

Crestar Bank, Vienna, Virginia, to

establish a branch in the Community
Pride Plus Supermarket at 500 North

Harrison Street, Richmond, Virginia.* 12-28-96
; . Licati bi Bott
Newspaper and Federal Register Notice
Application Comment Period Ending Date

Notice of Change in Control filed by
Joseph E. Corbitt with respect to First
National Bancorp, Inc., St. Marys, West

Virginia. 12-26-96**
appli . C jod Ending £

City Holding Company, Charleston, West

Virginia, to acquire the assets of

Prime Financial Corporation, Costa

Mesa, California. 12-24-96**

Section Iv - Application Not Subject to

Federal Register Notice or Newspaper Notice
Applicati

Union Bank & Trust Company, Bowling
Green, Virginia; Northern Neck State
Bank, Warsaw, Virginia and King George
State Bank, King George, Virginia, to
establish a Bank Service Corporation,
UBSH Mortgage Company, L.L.C., Bowling
Green, Virginia.

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



Federal Reserve Bank of Kansas City

J - API ATI

None.

APPLICATION

Barbara Fowler Ferry, Nevada, Missouri, for prior
approval to acquire an additional 3.57 percent, for a
total of 27.54 percent, of the voting shares of Central
States Bancshares, Inc., Nevada, Missouri.

Gene Bihlmaier Trust No.1 and Steve Bihimaier Co-
Trustee, both of Osborne, Kansas, for prior approval
to acquire a total of 25 percent of the voting shares of
Osborne Investments, Inc., Osborne, Kansas.

Platte Valley Financial Service Companies, Inc.,
Scottsbluff, Nebraska, to become a bank holding
company through the acquisition of 100 percent of the
voting stock of Platte Valley Banc, Inc., Scottsbluff,
Nebraska and FirstMorrill Company, Morrill,
Nebraska. *

IFB Holdings, Inc., Chillicothe, Missouri, for prior
approval to become a bank holding company through
the acquisition of Investors Federal Bank, N.A.,
Chillicothe, Missouri.*

December 23, 1996

December 24, 1996

Not Available

Not Available

SECTION II] - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY
APPLICATION COMMENT PERIOD ENDING DATE

Platte Valley Financial Service Companies, Inc.,
Scottsbluff, Nebraska, to acquire Platte Valley Ag
Credit Co.; Platte Valley Lending Company; Platte
Valley Investment Center, Inc.; and Platte Valley
National Mortgage Company; all of Scottsbluff,

Nebraska, and thereby engage in making and servicing

loans and in brokerage activities.

December 24, 1996



FEDERAL RESERVE BANK OF ST. LOUIS

FOR THE WEEK ENDING DECEMBER 6, 1996
SECTION V - AVAILABILITY OF CRA PUBLIC DISCLOSURES

Identification of Ratings:

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

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

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

Substantial noncompliance in meeting community credit needs

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



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

APPLICATION

Section 4(c)(8) notification by

Merchants Bancshares, Inc., Houston, TX, to acquire
Funds Management Group, Inc., and act as investment
advisor and securities broker.

Section 4(c)(8) notification by

First National Bank Group, Inc., Edinburg, TX, to acquire

a 1/3 interest in a Texas State Life Insurance Company office
in McAllen, TX, to engage in the sell of credit life insurance.

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



FEDERAL RESERVE BANK OF NEW YORK

Comment Period
ing Dat

SECTION I

Applications Subject to Newspaper
ice

None.

SECTION IT

Applications Subject to Both
EY Fi 1 ist ic

None.
SECTION TIT
Nonbanking Applications
Oo ‘a ister e
None.

SECTION IV
Applications Not Involving
—Public Comment __

None.
SECTION V
ilability of CRA Public Evaluati

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

Outstanding record of meeting community credit needs.

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

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

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

Satisfactory record of meeting community credit needs.

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

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

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



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

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

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

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

Substantial noncompliance in meeting community credit needs: An institution has

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

Examination
Bank CRA Rating Date
AuburnBank Outstanding 08-26-96
100 North Gay Street
Auburn, Alabama 36830
(334) 821-9200
First Newton Bank Satisfactory 08-26-96

Post Office Box 1107
Covington, Georgia 30209
(770) 787-5500



Federal Reserve Bank of Kansas City

Humboldt Bancshares, Humboldt, Kansas, for prior
approval to redeem 332 shares of its common stock.

T - AV.
Identification of Ratings

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

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

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

Satisfactory record of meeting community credit needs

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

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

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

Substantial noncompliance in meeting community credit needs
An institution in this group has a substantially deficient record of ascertaining and helping
to meet the credit needs of its entire delineated community, including low- and moderate-

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

CRA Public CRA



H.2
DECEMBER 2, 1996 TO DECEMBER 6, 1996
PAGE 5

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

BANK HOLDING COMPANIES

Chicago Liberty Financial Corporation, West Des Moines,
Iowa -- to acquire B and K Bancorporation, Inc.;
Liberty Bank & Trust, Bloomfield; Winnebago County
Bancorporation, West Des Moines; Liberty Bank and
Trust, Forest City; L.B.T. Bancorporation, West Des
Moines; Liberty Bank & Trust, Lake Mills; First
Liberty Bancorp, West Des Moines; Liberty Bank &
Trust, Mason City; BW3 Bancorporation, West Des
Moines; Liberty Bank & Trust Company, N.A.,
Pocahontas; I.S.S. Bancorporation, Inc., West Des
Moines; and Liberty Bank & Trust, Woodbine, all in
Iowa; A.B.C. Bancorporation, Inc., Tucson, Arizona,
and Liberty Bank & Trust, also in Tucson; and
engage in operating a savings and loan association
through Liberty Savings Bank, FSB, Johnson, Iowa;
and engage in leasing activities through Liberty
Leasing Company, West Des Moines, Iowa.

Approved, December 3, 1996.

Kansas city Mancos Bancorporation, Inc., Mancos, Colorado -- to
merge with Southern Colorado Bank Holding Company,

Pagosa Springs, Colorado.

Approved, December 4, 1996.

Minneapolis MidAmerica Bancshares, Inc., Newport, Minnesota -- to
engage de novo in lending and leasing activities
through MidAmerica Financial Corporation.

Permitted, December 6, 1996.

Dallas New Galveston Company, Wilmington, Delaware ~- to
merge with Corpus Christi Bancshares, Corpus
Christi, Texas.
Approved, December 5, 1996.

Dallas New Galveston Company, Wilmington, Delaware -- to
acquire Corpus Christi Bancshares, Corpus Christi;
Texas, C.S.C.C., Inc., Wilmington, Delaware; and
Citizens State Bank, Corpus Christi, Texas.
Approved, December 5, 1996.



Federal Reserve Bank of St. Louis
FOR THE WEEK ENDING DECEMBER 6, 1996

SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE
Application End of Comment Period

* Section 9 branch application by Bank of

Altenburg, Altenburg, Missouri, to establish

a branch at 1500 North High Street, Jackson,

Missouri. 11-28-96

* Section 9 branch application by Cass Bank &
Trust Company, St. Louis, Missouri, to
establish a branch at 207 Spirit 40 Park Drive,

Chesterfield, Missouri. 12-29-96
SECTION II - APPLICATIONS Si TO BOTH
NEWSPAPER AND FEDERAL REGISTER NOTICE
Application End of Comment Period

Change in control notification involving Rosedale

First National Corporation, Rosedale, Mississippi,

by Henry E. McCaslin, Jr. (previously reported

during the week ending November 22, 1996). Federal Register: 12-17-96

* Section 3(a)(3) application by First Security

Bancorp, Searcy, Arkansas, to acquire First

Community Bank, N.A., Conway, Arkansas, the

successor to the proposed merger with First

Community Bank, Conway, Arkansas, a state

member bank. Newspaper: 12-31-96

* Section 3(a)(3) application by Mercantile
Bancorporation Inc., St. Louis, Missouri, to
acquire Regional Bancshares, Inc., Alton, Illinois. Newspaper: 1-2-97

Change in control notification involving Reliable

Community Bancshares, Inc., Perryville, Missouri,

by Rhodes Real Estate Partners, L.P., Cape

Girardeau, Missouri. N/A

SECTION II - APPLICATIONS S ‘CT TO FEDERAL REGISTER NOTICE
Application End of Comment Period

Section 4(c)(8) notification (expedited) by

National Commerce Bancorporation, Memphis,

Tennessee, to acquire J & S Leasing, Inc.,

Knoxville, Tennessee (previously reported during

the week ending November 29, 1996). 12-20-96



Federal Reserve Bank of Richmond
Section V - Availabil £ CRA Public Eval
Week ending December 6, 1996
Det ; £ Rati

Outstanding record of meeting community credit needs.

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

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

Satisfactory record of meeting community credit needs.
An institution in this group has a satisfactory record of ascertaining and
helping to meet the credit needs of its entire delineated community,

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

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

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

Substantial noncompliance in meeting community credit needs.

An institution in this group has a substantially deficient record of ascer-
taining and helping to meet the credit needs of its entire delineated community,

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

Examination
——Date__ Rating
First Virginia Bank
6400 Arlington Boulevard
Falls Church, Virginia 22042 7-8-96

Satisfactory



Federal Reserve Bank of Chicago

Section | - Applications Subj New
Notice Only-cont’d
Type Application
Branch NBD Bank
Detroit, Michigan
800 Ship Street

St. Joseph, Michigan

3(a)(1) Notice Iron Horse Bancshares, Inc.
Mazomanie, Wisconsin
Peoples State Bank of Mazomanie, Wisconsin
Mazomanie, Wisconsin

3(a)(1) Notice Lakeland Financial Corporation
Round Lake Heights, Illinois
Lakeland Community Bank
Round Lake Heights, Illinois

NP - Newspaper

FR - Federal Register

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

Comment Period

Ending Date
NP - 12-21-96

NP - #*

NP - **



Trustmark Corporation

Jackson, Mississippi
Request for waiver of the application requirement of Section 3(a) (5) of the Bank

Holding Company Act to merge with First Corinth Corp., Corinth, Mississippi, and
thereby directly acquire National Bank of Commerce of Corinth, Corinth,

Mississippi.



Federal Reserve Bank of St. Louis
FOR THE WEEK ENDING DECEMBER 6, 1996

SECTION IV - APPLICATIONS NOT SUBIECT TO FEDERAL REGISTER NOTICE

OR NEWSPAPER NOTICE
Application

None.

End_of Comment Period

* This application/notification is subject to CRA.



APPLICATIONS BULLETIN
(For the week ending December 7, 1996)

SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY

Received notice from American National Bancorp,Parma, *December 12, 1996
OH on November 25, 1996, of its intent to acquire the

outstanding voting shares of American National Bank,

Parma, OH.

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

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

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

NONE

* - Subject to CRA

N - Newspaper Comment Period

F - Federal Register Comment Period

# - Expected to End 30 Days from Date of Receipt


H.2
DECEMBER 2, 1996 TO DECEMBER 6, 1996

PAGE 10

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

COMPETITIVE FACTORS REPORTS

San Francisco United Security Bank, N.A., Fresno, California,
proposed purchase of certain assets and assumption
of certain liabilities of the Caruthers and San
Joaquin, California, branches of Wells Fargo Bank,
N.A., San Francisco, California -- report on
competitive factors.

Submitted, December 6, 1996.

San Francisco Valley Independent Bank, El Centro, California,
proposed purchase of certain assets and assumption
of certain liabilities of the Blythe and Tecate,
California, branches of Wells Fargo Bank, National
Association, San Francisco, California -- report on
competitive factors.

Submitted, December 3, 1996,

EXTENSIONS OF TIME
Atlanta First Commerce Corporation, New Orleans, Louisiana --
extension to February 23, 1997, to engage in
community development investment activities through
the 150 Baronne Street Limited Partnership, New
Orleans, Louisiana.
Granted, December 3, 1996.

Minneapolis First Interstate BancSystem of Montana, Inc.,
Billings, Montana, extension to January 3, 1997, to
acquire First Interstate Bank of Commerce, FSB,
Hamilton, Montana.

Granted, December 3, 1996.

Chicago Horizon Bancorp Employee Stock Ownership Plan,
Michigan City, Indiana -- extension to March 14,
1997, to acquire additional shares of Horizon
Bancorp, and thereby First Citizens Bank, N.A.
Granted, December 5, 1996.

Kansas City INTRUST Financial Corporation, Wichita, Kansas --
extension to March 7, 1997, to make an investment
in Valley Center Senior Residences, L.C. through
INTRUST Community Development Corporation.

Granted, December 5, 1996.



Federal Reserve Bank of Chicago

ection V _- Availabili lic Evaluatic

The following state member banks have been examined by the Federal Reserve Bank of Chicago for
compliance with the CRA. The 30-business day period the bank has to make the evaluation public has lapsed
during the week ending December 06, 1996. If you are interested in obtaining a copy of the evaluation
document, please contact the bank(s) directly.

Identification of Rati

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

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

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

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

BANK NAME/LOCATION
INATION DATE RATINGS

NBD Bank

611 Woodward Avenue

Detroit, Michigan 48226-3497

(313) 225-1000 5/28/96 oO

Rushville State Bank

Liberty and Lafayette

Rushville, Illinois 62681-0050

(217) 322-3323 8/06/96 s



Type
3(a)(3)

3(a)3)

3(a)(3)

3(a)(1)

3(a)(1)

3(a)(5)

Federal Reserve Bank of Chicago

sion JI « Anplicati .
Section JL- Applications Subject {o Bos Newspaper and Federal

jicati

Old Kent Financial Corporation*
Grand Rapids, Michigan

Old Kent Bank, National Association (in organization)

Jonesville, Michigan

Beaman Bancshares, Inc.*
Beaman, lowa
Producers Savings Bank
Green Mountain, Iowa

Panhandle Aviation, Inc.*
Carinda, Iowa

National Bank of Iowa
Danison, Iowa

Mound City Financial Services, Inc.*
Platteville, Wisconsin

Mound City Bank

Platteville, Wisconsin

Independent Bancorp., Limited*
Little Chute, Wisconsin

Bank of Little Chute

Little Chute, Wisconsin

Associated Banc-Corp.*
Green Bay, Wisconsin
Centra Financial, Inc.
West Allis, Wisconsin
Central Bank
West Allis, Wisconsin

Comment Period

Ending Date

FR - 12-20-96
NP - **

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

FR - 12-03-96
NP - 12-08-96

FR - 12-06-96
NP - 12-05-96

FR - 12-09-96
NP - 12-05-96

FR - 12-20-96
NP - **



H.2

DECEMBER 2, 1996 TO DECEMBER 6, 1996

PAGE 7

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

BANK HOLDING COMPANIES
Philadelphia

Boston

San Francisco

Chicago

BANKS, STATE MEMBER

St. Louis

St. Louis

CAPITAL STOCK

Chicago

Minneapolis

Susquehanna Bancshares, inc., Lititz, Pennsylvania --
to retain American Title, Inc., Reistertown,
Maryland; Mid-Atlantic Title Company, Towson,
Maryland; and Maryland Title Company, Baltimore,
Maryland, and engage in real estate settlement
activities.

Approved, December 2, 1996.

UST Corp., Boston, Massachusetts -- to acquire Walden
Bancorp, Inc., Acton, Massachusetts.
Approved, December 6, 1996.

Western Sierra Bancorp, Cameron Park, California --
to acquire Western Sierra National Bank, Cameron
Park, California.

Approved, December 5, 1996.

Wintrust Corporation, Wilmette, Illinois -- to
acquire Barrington Bank & Trust Company, National
Association, Barrington, Illinois.

Approved, December 4, 1996.

Bay~Hermann-Berger Bank, Hermann, Missouri -- payment
of a dividend.
Approved, December 2, 1996.

Cass Bank & Trust Company, St. Louis, Missouri -- to
relocate its main office to 13001 Hollenberg Drive,
Bridgeton, from 3636 South Geyer Road, Suite 100,
St. Louis, Missouri.

Approved, December 3, 1996.

Bankers Trust Company, Des Moines, Iowa -~ redemption
of shares.
Approved, December 3, 1996.

Faith Bank Holding Company, Fort Pierre, South Dakota
-- redemption of shares.
Approved, December 4, 1996.



H.2

DECEMBER 2, 1996 TO DECEMBER 6, 1996

PAGE 6

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

BANK HOLDING COMPANIES

Minneapolis

Minneapolis

St. Louis

Chicago

Boston

Dallas

New York

Norwest Corporation, Minneapolis, Minnesota -- to
establish a joint venture, Advance Mortgage,
Chesapeake, Virginia, and engage in residential
mortgage lending activities.

Permitted, December 3, 1996.

Norwest Corporation, Minneapolis, Minnesota -- to
establish a joint venture, Mortgage One, Canton,
Ohio, and engage in residential mortgage lending
activities.

Permitted, December 4, 1996.

Omni Financial Corporation, Pontoon Beach, Illinois -
- to acquire Omni Bank.
Approved, December 6, 1996.

Plymouth Bancorporation, Inc., Le Mars, Iowa --
request for waiver of application to merge First
National Bank in Le Mars, into Interim Bank.

Granted, December 5, 1996.

Royal Bank of Scotland Group PLC, Edinburgh,
Scotland, Royal Bank of Scotland PLC; The Governor
and Company of the Bank of Ireland, Dublin,
Ireland, and Citizens Financial Group, Inc.,
Providence, Rhode Island -- to engage de novo in
commercial lending activities through Citizens
Capital, Inc., Boston, Massachusetts.

Permitted, December 4, 1996.

San Diego Bancshares of Nevada, Inc., Reno, Nevada --
request for waiver of application to acquire First
State Bank, San Diego, Texas.

Granted, December 3, 1996.

Summit Bancorp, Princeton, New Jersey, and Summit
Bank, Hackensack -- to merge with B.M.J. Financial
Corp., Bordentown; to acquire The Bank of Mid-
Jersey, Bordentown; and for Summit Bank to merge
with The Bank of Mid-Jersey, and establish
branches.

Approved, December 6, 1996.



AVAILABILITY OF CRA PUBLIC EVALUATIONS
(December 6, 1996)

The following state member banks have been examined by the Federal Reserve Bank of
Cleveland for compliance with The Community Reinvestment Act. A public evaluation document
became available from the bank(s) listed below during the week ended December 6, 1996. If you
are interested in obtaining a copy of an evaluation document, please contact the bank(s) directly.

There are four descriptive ratings for CRA:

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

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

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

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

capabilities.

NONE



H.2

DECEMBER 2, 1996 TO DECEMBER 6, 1996

PAGE 9

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

COMPETITIVE FACTORS REPORTS

Atlanta

Kansas City

New York

Minneapolis

Minneapolis

Philadelphia

Chicago

Kansas City

Langdale Group, Hahira, Georgia, proposed acquisition
of the assets and assumption of the liabilities of
Citizens National Bank of Quitman, Quitman, Georgia
-- report on competitive factors.

Submitted, December 5, 1996.

Mercantile Bank of Lawrence, Lawrence, Kansas,
proposed merger with Mercantile Bank, Overland
Park, Kansas -- report on competitive factors.

Submitted, December 2, 1996.

Midland Bank and Trust Company, Paramus, New Jersey,
Proposed merger with Valley National Bank, Passaic,
New Jersey -- report on competitive factors.

Submitted, December 6, 1996.

New Northeast Bank of Minneapolis, Minneapolis,
Minnesota, proposed merger with Northeast Bank of
Minneapolis -- report on competitive factors.

Submitted, December 4, 1996.

New Security State Bank of Fergus Falls, Fergus
Falls, Minnesota, proposed merger with Security
State Bank of Fergus Falls -- report on competitive
factors.

Submitted, December 6, 1996.

Peoples National Bank of Susquehanna County,
Hallstead, Pennsylvania , proposed purchase of the
assets and assumption of the liabilities of two
offices of Mellon Bank, N.A., Pittsburgh,
Pennsylvania -- report on comnetitive factors.

Submitted, December 2, 1996.

Pinnacle Bank, Cicero, Illinois, proposed merger with
Security Federal Savings and Loan Association,
Chicago, Illinois -- report on competitive factors.

Submitted, December 4, 1996.

Security Bank, Sidney, Nebraska, proposed merger with
Leffler Bank Holding Company, Rushville, and
Nebraska State Bank, Cozad, Nebraska -- report on
competitive factors.

Submitted, December 6, 1996.



vi i i Approval Date

The Colonial BancGroup, Inc. 12-06-96

Montgomery, Alabama
Request for waiver of the application requirement of Section 3(a) (5) of the Bank
Holding Company Act to merge with Tomoka Bancorp, Inc., Ormond Beach, Florida, and
thereby directly acquire Tomoka State Bank, Ormond Beach, Florida.



ANNOUNCEMENT H.2, 1996, No. 49
° Actions of the Board, its Staff, and

MARD OF GOVERNORS the Federal Reserve Banks;
Ro OF THE Applications and Reports Received
FEDERAL RESERVE SYSTEM During the Week Ending December 7, 1996

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

ADVISORY COUNCILS

Thrift Institutions Advisory Council.
Convened, December 6, 1996.

BANK HOLDING COMPANIES

Bank of Montreal, National Bank of Canada, Royal Bank
of Canada, all of Montreal, Canada; The Bank of
Nova Scotia, Canadian Imperial Bank of Commerce,
The Toronto Dominion Bank, all of Toronto, Canada;
and The First Chicago NBD Corporation, Chicago,
Illinois -- to acquire shares of Multinet
International Bank, New York, New York.

Approved, December 4, 1996.

Community First Bankshares, Inc., Fargo, North Dakota
~~ to merge with Mountain Parks Financial Corp.
Denver, Colorado, and acquire Mountain Parks Bank.

Approved, December 2, 1996.

Royal Bank of Canada, Montreal, Canada; Norwest
Corporation, Minneapolis, Minnesota; Stichting
Prioriteit ABN AMRO Holding, Amsterdam, The
Netherlands, Stichting Administratiekantoor ABN
AMRO Holding; ABN AMRO Holding N.V., ABN AMRO Bank
N.V.; and ABN AMRO North America, Inc., Chicago,
Illinois -- to acquire more than 5 percent interest
in Integrion Financial Network, LLC,

White Plains, New York, and engage in data
processing activities.

Approved, December 2, 1996.

ENFORCEMENT.
Banco Latino C.A., S.A.C.A., Caracas, Venezuela, and
Banco Latino International, Miami, Florida --
amended cease and desist order.
Announced, December 4, 1996.
MEMBERSHIP

Multinet International Bank, New York, New York -- to
become a member of the Federal Reserve System.
Approved, December 4, 1996.



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 12/06/96
Section I - Applications Subject to Newspaper Notice Only
Application Comment Period Ending Date

None

Section II - Applications Subject to Both
Newspaper _and Federal Register Notice

Bank of Whitman Employee Stock Ownership Plan, Newspaper: Not available
Colfax, Washington, to become a bank holding

company by acquiring 30 percent of Whitman Fed. Reg.: Not available
BanCorporation, Inc., Colfax, Washington. *

Robert M. and Jeannine N. Daugherty, Park City Newspaper: Not available
Utah, et al, to acquire 56 percent of Draper

Bancorp, Draper, Utah. * Fed. Reg.: Not available

Section III -Applications Subject to Federal Register On]

None
Section IV - Applications Not Subject to Federal Register Notice
or Newspaper Notice
None

* Subject to CRA.



H.2

ADDITIONS AND CORRECTIONS

DECEMBER 2, 1996 TO DECEMBER 6, 1996

PAGE 12

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

BANK HOLDING COMPANIES

Philadelphia

CHANGE IN BANK CONTROL

Chicago

JeffBanks, Inc., Philadelphia, Pennsylvania -- to
acquire United Valley Bancorp, Inc., and United
Valley Bank.

Approved, November 29, 1996.

Whitmore Company, Corning, Iowa -- change in bank
control.
Permitted, November 22, 1996.



H.2

DECEMBER 2, 1996 TO DECEMBER 6, 1996

PAGE 11

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

EXTENSIONS OF TIME
Chicago

Chicago

Chicago

Atlanta

INTERNATIONAL OPERATIONS

Minneapolis

MEMBERSHIP

Kansas City

Joseph Capital Corporation, South Bend, Indiana --
extension to March 4, 1997, to acquire St. Joseph
Capital Bank, Mishawaka, Indiana.

Granted, December 6, 1996.

Lewis Family Partners, L.P., Morris, Illinois --
extension to March 8, 1997, to acquire Illinois
Valley Bancorp, Inc., and Grundy County National
Bank.

Granted, December 6, 1996.

Lewis Management Company, Morris, Illinois --
extension to March 6, 1997, to acquire Illinois
Valley Bancorp, Inc., and Grundy County National
Bank.

Granted, December 6, 1996.

Upson Bankshares, Inc., Thomaston, Georgia --
extension to April 25, 1997, to acquire Bank of
Upson.

Granted, December 2, 1996.

Norwest Bank Minnesota, N.A., Minneapolis,
Minnesota -- to establish a branch in Grand Cayman,
Cayman Islands, British West Indies.

Permitted, December 2, 1996.

Mercantile Bank of Lawrence, Lawrence, Kansas -- to
become a member of the Federal Reserve System, and
to establish additional branches.

Approved, December 2, 1996.



FEDERAL RESERVE BANK OF DALLAS APPLICATIONS BULLETIN
APPLICATIONS AND NOTIFICATIONS FILED DURING THE WEEK OF DECEMBER 2, 1996

SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER
NOTICE ONLY

APPLICATION NOTICE EXP
None.

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

APPLICATION ** NOTICE EXP

Change in Control Notice by

James David Williams, and Brian Joseph Pohlmeier,

Plainview, TX, to acquire an interest in HaleCo

Bancshares, Inc., Plainview, TX

(Resubmission) 96/12/09
(Previously reported during the week of 10-21-96)

*Section 3(a)(1) application by

Halpain Financial, Ltd., Dallas, TX, to acquire

Gateway Holding Company, Inc., Dallas, TX, Gateway

Delaware Holding Company, Inc., Wilmington, DE, and

Gateway National Bank, Dallas, TX 96/12/01
(Previously reported during the week of 11-11-96)

*Section 3(a)(1) application by

Gateway Holding Company, Inc., Dallas, TX, to acquire

Gateway Delaware Holding Company, Inc., Wilmington, DE,

and Gateway National Bank, Dallas, TX 96/12/01
(Previously reported during the week of 11-11-96)

*Section 3(a)(1) application by

Gateway Delaware Holding Company, Inc., Wilmington, DE,

to acquire Gateway National Bank, Dallas, TX 96/12/01
(Previously reported during the week of 11-11-96)

*Section 3(a)(1) application by

First Mineola, Inc., Mineola, TX, to acquire The First

Mineola Corporation, Mineola, TX, and The First National

Bank, Mineola, TX 96/12/13
(Previously reported during the week of 11-11-96)

*Section 3(a)(3) application by

Keene Bancorp, Inc. 401(K) ESOP&T, Keene, TX,

to acquire additional shares of Keene Bancorp,

Inc., Keene, TX 96/12/22
(Previously reported during the week of 11-25-96)



Federal Reserve Bank of Chicago

‘Type Application
ROS HPK Financial Corporation
Chicago, Illinois

to redeem 46,923 shares of stock



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 12/06/96
Section V - Availability of CRA Public Evaluations

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

Institution Location Examination Date Rating*

None

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

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

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

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

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

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



Type
4(c)(8)

4(c)(8)

4(©)(8)

Federal Reserve Bank of Chicago

tic I - lications je ‘ederal Register

Notice Only cont’d

AmeriMark Financial Corporation
Oak Brook, Illinois

Banill Corporation

Villa Park, Illinois

Heartland Financial USA, Inc.
Dubuque, Iowa
Tri-State Community Credit Corp.
Dubuque, Iowa

Bando McGlocklin Capital Corporation

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

Comment Period

Ending Date

FR - 12-20-96

FR - 12-13-96

FR - 12-27-96



H.2

DECEMBER 2, 1996 TO DECEMBER 6, 1996

PAGE 8&

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

SAPITAL STOCK
Minneapolis

First PREMIER Bank, Sioux Falls, South Dakota --
redemption of shares.
Approved, December 6, 1996.

COMPETITIVE FACTORS REPORTS

Kansas City

Kansas City

Minneapolis

Minneapolis

Minneapolis

St. Louis

Dallas

Bank of the Lakes, N.A., Oswasso, Oklahoma, proposed
merger with Bank of the Lakes, Langley, Oklahoma --
report on competitive factors.

Submitted, December 4, 1996.

Commerce Bank, N.A., Clayton, Missouri, proposed
merger with Commerce Bank of Hannibal, N.A.,
Hannibal, Missouri -- report on competitive
factors.

Submitted, December 3, 1996.

Community Union Savings Bank, Eau Claire, Wisconsin,
proposed merger with Citizens Community Federal
Credit Union -- report on competitive factors.

Submitted, December 3, 1996.

Farmers Interim State Bank of Hartland, Hartland,
Minnesota, proposed merger with Farmers State Bank
of Hartland -- report on competitive factors.

Submitted, December 6, 1996.

First American Bank, Detroit Lakes, Minnesota,
proposed merger with the Perham, Minnesota, branch
of Brainerd National Bank, Baaicc, Minnesota --
report on competitive factors.

Submitted, December 2, 1996.

First Interim National Bank of Phillips County,
Helena, Arkansas, proposed merger with First
National Bank of Phillips County -- report on
competitive factors.

Submitted, December 2, 1996.

First National Bank of Saint Jo, Saint Jo, Texas,
proposed merger with New Saint Jo Bank -- report on
competitive factors.

Submitted, December 2, 1996.



Applications Bulletin for Week Ending December 6, 1996
= i Ist L
Li . C jod Ending D
Perry Banking Company 12-09-96*

Perry, Florida
Notice for 1-BHC formation, The Citizens Bank of Perry, Perry, Florida.

Metro Bank Financial Services, Inc. 12-10-96*
Coral Gables, Florida
Notice for 1-BHC formation, Metro Bank of Dade County, Coral Gables, Florida.

i .
Pinnacle Bancshares, Inc. 01-06-96*
Jasper, Alabama Federal Register

1-BHC formation, Pinnacle Bank, Jasper, Alabama.

Whitney Holding Corporation 12-31-96*

New Orleans, Louisiana Federal Register
To merge with First National Bankshares, Inc., Houma, Louisiana, and thereby
directly acquire First National Bank of Houma, Houma, Louisiana, pursuant to
Section 3(a) (5) of the Bank Holding Company Act.

Intervest Bancshares Corporation Not yet available*

New York, New York
Change in control by Mr. Jerome Dansker to acquire 33.3 percent of the Class B
Common Stock of Intervest Bancshares Corporation, New York, New York.

= ons S' x_On:
Period Endi
None.
= ications Not §
Federal Regi ; ;
Application

Grady Holding Co.

Cairo, Georgia
To engage de novo in insurance agency activities, pursuant to Section
225.25 (b) (8) (iii) of Regulation Y and Section 4(c) (8) of the Bank Holding Company
Act.

*Subject to provisions of the Community Reinvestment Act.



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section V - Availability of
CRA Public Evaluati
week ending December 6, 1996

ASSIGNMENT OF RATING
if

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

OUTSTANDING RECORD OF MEETING COMMUNITY CREDIT NEEDS.

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

SATISFACTORY RECORD OF MEETING COMMUNITY CREDIT NEEDS.

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

NEEDS TO IMPROVE RECORD OF MEETING COMMUNITY CREDIT NEEDS.

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

SUBSTANTIAL NONCOMPLIANCE IN MEETING COMMUNITY CREDIT NEEDS.

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

BANK(S)EXAMINED. = =~: DATEOF EXAMINATION CRA RATING

Plaza Park State Bank August 19, 1996 Satisfactory
17 Division Street, P.O. Box 337

Waite Park, MN 56387

(320) 252-4200

Lake County Bank August 26, 1996 Satisfactory
P.O. Box 644

St. Ignatius, MT 59865

(406) 745-3123



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section V - Availability of

CRA Public Evaluations
week ending December 6, 1996
(continued)
BANK(S) EXAMINED | DATE OF EXAMINATION CRA RATING
Le Sueur State Bank August 26, 1996 Satisfactory
415 North Main Street
P.O. Box 106

Le Sueur, MN 56058-0106
(507) 665-6465



Federal Reserve Bank of Chicago

tion I] - ig th New: ‘ederal
Register Notice Cont’d
Comment Period
Type Application Ending Date
3(a)(1) AmeriMark Financial Corporation.* FR - 12-20-96
Oak Brook, Illinois NP - 12-16-96

Duco Bancshares, Inc.
Villa Park, Illinois

Bank of Illinois in DuPage
Villa Park, Ilinois

3(a)(1) Barker Brothers, Inc.* FR - 12-13-96
Springfield, inois NP - **
Middletown Bancorp, Inc.
Middletown, Illinois
Middletown State Bank
Middletown , Iinois
Latham Bancorp, Inc.
Latham, Illinois
State Bank of Latham
Latham, Illinois

3(a)(1) River Cities Bancshares, Inc.* FR - 01-03-97
Wisconsin Rapids, Wisconsin NP - **
River Cities Bank (in organization)
Wisconsin Rapids, Wisconsin

3(a)(3) Security National Corporation* FR - 01-16-97
Sioux City, lowa NP - **
Security National Bank of South Dakota (in organization)
South Dakota, Dakota Dunes, South Dakota



H.2

DECEMBER 2, 1996 TO DECEMBER 6, 1996

PAGE 4

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

BANK HOLDING COMPANIES

Dallas

Dallas

Chicago

Chicago

Dallas

Dallas

Kansas City

Chicago

Chicago

Cullen/Frost Bankers, Inc., San Antonio, Texas -- to
merge with Corpus Christi Bancshares, Corpus
Christi, Texas.

Approved, December 5, 1996.

Cullen/Frost Bankers, Inc., San Antonio, Texas -- to
acquire Corpus Christi Bancshares, Corpus Christi,
Texas, C.S.B.C.C., Inc., Wilmington, Delaware, and
Citizens State Bank, Corpus Christi, Texas.

Approved, December 5, 1996.

Damen Financial Corporation, Schaumburg, Illinois --
to acquire Damen National Bank.
Returned, December 4, 1996.

Decatur Financial, Inc., Decatur, Indiana --
extension to March 5, 1997. to purchase stock in
Independent Bankers Life Insurance Company of
Indiana, and engage in credit-related insurance
activities.

Permitted, December 5, 1996.

Diboll State Bancshares, Inc., Diboll, Texas -- to
acquire The First State Bank, Jasper, Texas.
Approved, December 2, 1996.

Diboll State Bancshares of Delaware, Inc.,
Wilmington, Delaware -- to acquire The First State
Bank, Jasper, Texas.

Approved, December 3, 1996.

First SCK Financial Corporation, Anthony, Kansas --
to acquire First National Bank of Anthony.
Approved, December 4, 1996.

FNC, Inc., Storm Lake, Iowa -- request for waiver of
application to acquire First National Company.
Granted, December 4, 1996.

Iron Horse Bancshares, Inc., Mazomanie, Wisconsin --
to acquire People State Bank of Mazomanie.
Returned, December 6, 1996.



SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS
FOR THE WEEK OF DECEMBER 2, 1996

Outstanding record of meeting community credit needs.

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

Satisfactory record of meeting community credit needs.

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

Needs to Improve record of meeting community credit needs.

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

Substantial Noncompliance in meeting community credit needs.

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

Date of
Examination CRA Rating

ico
ey
>
i

None.



*Section 3(a)(1) application by

Hickory Hill Bancshares, Inc., Avinger, TX, to acquire

Hickory Hill Delaware Financial Corporation, Dover, DE,

and The First State Bank of Avinger, Avinger, TX 96/12/25
(Previously reported during the week of 11-18-96)

*Section 3(a)(1) application by

Hickory Hill Delaware Financial Corporation, Dover, DE,

to acquire The First State Bank of Avinger, Avinger, TX 96/12/25
(Previously reported during the week of 11-18-96)

Change in Control Notice by

Wilma McKnight, Throckmorton, TX, and Nan McKinney

Daws, Wichita Falls, TX, to acquire an interest

in Throckmorton Bancshares, Inc., Throckmorton, TX 96/11/19
(Previously reported during the week of 11-25-96)

*Section 3(a)(1) application by

First Live Oak Bancshares, Inc., Three Rivers, TX, to

acquire First Live Oak Delaware Bancshares, Inc., Dover,

DE, and First State Bank, Three Rivers, TX N/A

*Section 3(a)(1) application by
First Live Oak Delaware Bancshares, Inc., Dover, DE, to
acquire First State Bank, Three Rivers, TX N/A

Change in Control Notice by

Hilmar D. Blumberg Trust, Joe H. Bruns, Trustee, Seguin,

TX, Edward A. Blumberg Trust, Joe H. Bruns, Trustee, Seguin,

TX, and Carla A. Blumberg Trust, Joe H. Bruns, Trustee,

Seguin, TX, to acquire an interest in Blumberg BancUnits,

L.P., Seguin, TX N/A

Change in Control Notice by

Edward A. Blumberg Trust, Joe H Bruns, Trustee, Seguin, TX,
Hilmar D. Blumberg Trust, Joe H. Bruns, Trustee, Seguin, TX,
Carla A. Blumberg Trust, Joe H. Bruns, Trustee, Seguin, TX,
Edward A. Blumberg, Seguin, TX, Vanessa N. Blumberg Trust,
Edward A. and Irma Blumberg, Trustees, Joseph D. Blumberg
Trust, Edward A. and Irma Blumberg, Trustees, Hilmar D.
Blumberg, Seguin, TX, Roland B. Blumberg Trust, Hilmar D.
and Kaaren Blumberg, Trustees, Jordan T. Blumberg Trust,
Hilmar D. and Kaaren Blumberg, Trustees, to acquire an
interest in Blumberg Family Partnership, L.P., Seguin, TX N/A

SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER
NOTICE ONLY

APPLICATION NOTICE EXP

None.



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

Substantial noncompliance in meeting community credit needs.

An institution in this group has a substantially deficient .
record of ascertaining and helping to meet the credit needs of its entire

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

Week Ending December 7, 1996
RATING {NATION D.

NAME OF BANK

None.

1/ Subject to provisions of Community Reinvestment Act.
2/ Later of dates specified in newspaper and Federal Register notices.

3/ Date specified in newspaper notice; a later date may be specified in
the Federal Register notice.

4/ Date specified in Federal Register notice; a later date may be
specified in the newspaper notice.
N/A - Not Available



FEDERAL RESERVE BANK OF PHILADELPHIA

SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS

The following institutions were examined for CRA. The 30-business day period the bank has to make
the evaluation public has lapsed during the week ending December 6, 1996.

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

Outstanding record of meeting community credit needs.

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

Satisfactory record of meeting community credit needs.

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

Needs to improve record of meeting community credit needs.

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

Substantial noncompliance in meeting community credit needs.

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

Bank/Location Examination Date RA Ratin:

NONE NONE NONE



H.2

DECEMBER 2, 1996 TO DECEMBER 6, 1996

PAGE 3

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

BANK BRANCHES, DOMESTIC

New York

Philadelphia

BANK HOLDING COMPANIES

Boston

Richmond

San Francisco

Richmond

Atlanta

Peapack-Gladstone Bank, Gladstone, New Jersey -- to
establish a branch at Fellowship Village, Basking
Ridge, New Jersey.

Approved, December 4, 1996.

Premier Bank, Doylestown, Pennsylvania -- to
establish a branch at 516 North Second Street Pike,
Southampton, Pennsylvania.

Approved, December 4, 1996.

Campello Bancorp, Brockton, Massachusetts -- to
engage in loan servicing activities.
Permitted, December 3, 1996.

Centura Bank, Rocky Mount, North Carolina -- to
establish branches in Hannaford Brothers stores at
201 East Little Creek Road, Norfolk; 4692 Columbus
Street, Virginia Beach; Princess Anne Road and
Lynnhaven Parkway, Virginia Beach; and Shore Drive
and Northampton Boulevard, Virginia Beach,
Virginia.

Approved, December 4, 1996.

City National Corporation, Beverly Hills, California,
to merge with Ventura County National Bancorp,
Oxnard, California, and acquire Venture County
National Bank.

Approved, December 3, 1996.

CN Bancorp, Inc., Glen Burnie, Maryland -- to acquire
County National Bank, Glen Burnie, Maryland.
Approved, December 4, 1996.

Colonial Bancgroup, Inc., Montgomery, Alabama --
request for waiver of application to merge with
Tomoka Bancorp, Inc., Ormond Beach, Florida, and
acquire Tomoka State Bank. .

Granted, December 6, 1996.



NONE.

NONE.

NONE.

NONE.

FEDERAL RESERVE BANK OF MINNEAPOLIS
Section I - Applications Subject to

Newspaper Notice Only
Comment Period
Ending D
FEDERAL RESERVE BANK OF MINNEAPOLIS
Section II - Applications Subject to Both

Comment Period
—Ending Date _

FEDERAL RESERVE BANK OF MINNEAPOLIS

Section III - Applications Subject

Comment Period
—Ending Date _

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

Federal Register Notice or Newspaper Notice



Branch

Branch

Branch

Branch

Branch

Branch

NP - Newspaper
FR - Federal Register

Federal Reserve Bank of Chicago

a earrae . ws
Notice Only

licat

Lake Forest Bank & Trust Company
Lake Forest, Illinois

911 South Telegraph Road

Lake Forest, Illinois

First American Bank
Carpentersville, Illinois
80 Stratford, Square

Bloomingdale, Illinois

First American Bank
Carpentersville, Illinois
33 South Rand Road

Lake Zurich, Illinois

First American Bank

Joliet, Illinois
U.S. Route 30 and Mall Loop Drive
Joliet, Ilinois

Isabella Bank and Trust

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

Union Bank & Trust Company
Evansville, Wisconsin

121 Fifth Avenue

Belleville, Wisconsin

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

Comment Period

Ending Date
NP - 12-5-96

NP - 12-4-96

NP - 12-4-96

NP - 12-4-96

NP - 12-19-96

NP - 12-21-96



H.2
DECEMBER 2, 1996 TO DECEMBER 6, 1996
PAGE 2

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

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

BANK BRANCHES, DOMESTIC

St. Louis Bank of Altenburg, Altenburg, Missouri -- to
establish a branch at 1500 North High Street,
Jackson, Missouri.
Approved, December 5, 1996.

San Francisco Bank of America Nevada, Las Vegas, Nevada -- to
establish a mobile branch courier service within
Lyon County, Nevada.
Approved, December 2, 1996.

San Francisco Bank of America Nevada, Las Vegas, Nevada -- to
establish a mobile branch courier service within
Humboldt County, Nevada.
Approved, December 2, 1996.

Philadelphia Dauphin Deposit Bank & Trust Company, Harrisburg,
Pennsylvania -- to establish a branch at 1355 East
Lehman Street, Lebanon, Pennsylvania.
Approved, December 2, 1996.

San Francisco Farmers & Merchants Bank of Rockford, Opportunity,
Washington -- to establish a branch at 10606 North
Newport Highway, Spokane, Washington.
Approved, December 2, 1996.

New York First Tier Bank and Trust Company, Salamanca, New
York -- to establish a branch at 21-25 Water
Street, Cuba, New York.
Approved, December 3, 1996.

Richmond First Virginia Bank-Maryland, Upper Marlboro,
Maryland -- to establish a branch in the community
center of the Asbury-Solomons Retirement Community
at 11100 Asbury Circle, Solomons, Maryland.

Approved, December 2, 1996.

Kansas City Heritage Bank, Olathe, Kansas -- to establish a
branch at 127th Street and Antioch Road, Overland
Park, Kansas.
Approved, December 2, 1996.



Bank of Elmwood

2704 Lathrop Avenue

Racine, Wisconsin 53408-1160

(414) 554-5321 8/12/96



Federal Reserve Bank of Kansas City

Bank/Location

Greenhorn Valley Bank

#1 N. Parkway

P.O. Box 33

Colorado City, Colorado 81019-0033

*Application is subject to CRA.

Exam Date

09/16/96

—Date_

12/05/96

Rating

Outstanding



CoC-HC

3(a)(1)

CoC-HC

3(a)(1)

3(ay()

Federal Reserve Bank of Chicago

tion II - ications Si
Register Notice Cont’
licati
MWA Bancorporation

Estherville, lowa
By Greg J. Currell

Pineries Bankshares, Inc.*
Stevens Point, Wisconsin
Mattoon State Bank
Mattoon, Wisconsin

Community Central Bank Corporation
Mount Clemens, Michigan
By Willard G. Pierce

Bando McGlocklin Capital Corporation*
Pewaukee, Wisconsin

InvestorsBank

Pewaukee, Wisconsin (in organization)

CH and JD Byrum, LLC*

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

Comment Period

Ending Date

FR - 12-03-96
NP - #*

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

FR - 12-12-96
NP - 12-12-96

FR - 12-27-96
NP - **

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



FEDERAL RESERVE BANK OF BOSTON APPLICATIONS

SECTION I_- APPLICATIONS SUBJECT TO
NEWSPAPER NOTICE ONLY
Li : . Period i

NONE

NONE

NONE

li .
NONE
SECTION V_- AVAILABILITY OF CRA PUBLIC EVALUATIONS
Institution Examination Date Rating**
NONE
*Subject to CRA.
**Rating Definitions: "0" - Outstanding; "S" - Satisfactory; "N" - Needs to

Improve; "SN" - Substantial Noncompliance.



FEDERAL RESERVE BANK OF PHILADELPHIA

SECTION 1 - APPLICATIONS RECEIVED AND SUBJECT TO NEWSPAPER
NOTICE ONLY

First_Capitol Bank, York, PA to establish a branch office at 2170 White Street, West
Manchester Township, York, PA, pursuant to Section 9 of the Federal Reserve Act.

Newspaper comment period expires: 01/03/97

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

Susquehanna Bancshares, Inc., Lititz, PA to acquire Atcorp, Inc., Marlton, NJ and its wholly-
owned subsidiary, Equity National Bank, Atco, NJ and to acquire Farmers Banc Corp, Millica
Hill, NJ and its wholly-owned subsidiary Farmers National Bark, Mullica Hill, NJ,
pursuant to Section 3(a)(3) of the Bank Holding Company Act.

Newspaper comment period expires: N/Avail
Federal Register comment period expires: 12/23/96

Commerce Bancorp, Inc., Cherry Hill, NJ to acquire 100 percent of Independence Bancorp,
Inc., Ramsey, NJ, pursuant to Section 3(a)(3) of the Bank Holding Company Act.

Newspaper comment period expires: 11/20/96
Federal Register comment period expires: 12/31/96

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

NONE

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

NONE