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

Actions of the Board, Its Staff,

and the Federal Reserve Banks:

No. 50

Week Ending December 13, 1997

Federal Reserve Release

H.2

Applications and Reports Received
No. 50

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

J.P.Morgan & Co., Incorporated, New York, New York -- to acquire shares of

American Century Companies, Inc., Kansas City, Missouri, and engage in providing

financial and investment advisory services, securities brokerage, and certain

administrative services for open-end investment companies or mutual funds.

- Permitted, December 8, 1997 

BANK HOLDING COMPANIES

NationsBank Corporation, Charlotte, North Carolina -- to merge with Barnett

Banks, Inc., Jacksonville, Florida, and acquire Barnett Bank, National Association;

and Community Bank of the Islands, Sanibel, Florida; and acquire the nonbank

subsidiaries of Barnett and engage in nonbanking activities.

- Approved, December 10, 1997 

Guidance on information security -- distribution to examination personnel and to

the chief executive officer of guidance on information security of banking

organizations supervised by the Federal Reserve.

- Announced, December 8, 1997 

BOARD OPERATIONS

Federal Reserve notes -- 1998 new currency budget.

- Approved, December 10, 1997 

CURRENCY

Regulation B -- revisions to implement legislation creating a legal privilege for

information developed by creditors as a result of self tests to determine the level of

compliance with the Equal Credit Opportunity Act.

- Announced, December 11, 1997 

REGULATIONS AND POLICIES

Budgets -- Budgets for 1998.

- Approved, December 10, 1997 

RESERVE BANK OPERATIONS

Istituto Bancario San Paolo di Torino, New York, New York -- order prohibiting

Massimiliano Locci from participating in the affairs of any financial institution.

- Authorized, December 8, 1997 

ENFORCEMENT
H.2

December 7, 1997 to December 13, 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

Bank of Casa Grande Valley, Casa Grande, Arizona -- to establish a branch at

136490 South Gin Road, Arizona City, Arizona

- Approved, December 12, 1997 

BANK BRANCHES, DOMESTIC

San Francisco

Bank of Nashville, Nashville, Tennessee -- to establish a branch at 7200 Maryland

Way, Brentwood, Tennessee.

- Approved, December 8, 1997 

Atlanta

Merrill Merchants Bank, Bangor, Maine -- to establish a mobile branch.

- Approved, December 11, 1997 

Boston

Old Kent Bank, Grand Rapids, Michigan -- to establish a branch at 15255 Michigan

Avenue, Dearborn, Michigan. 

- Approved, December 12, 1997 

Chicago

Amerigroup, Inc., Hershey, Nebraska. -- to acquire The Hershey State Bank,

Hershey, Nebraska, and to engage in insurance activities.

- Approved, December 8, 1997 

BANK HOLDING COMPANIES

Kansas City

Amtrade International Bank of Georgia, Atlanta, Georgia -- request for waiver of a

commitment.

- Granted, December 12, 1997 

Atlanta
H.2

December 7, 1997 to December 13, 1997

Page 2

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

A.N.B. Holding Company, Ltd., Terrell, Texas -- to acquire The ANB Corporation,

Terrell, Texas, The ANB Delaware Corporation; and American National Bank of

Terrell.

- Approved, December 11, 1997 

Dallas

Bank of Alice, Alice, Texas -- request for waiver of application to acquire Charlotte

Bancshares, Inc., Charlotte, Texas, and The Country Bank.

- Approved, December 9, 1997 

Dallas

CBC Holding Company, Fitzgerald, Georgia -- request for waiver of a commitment.

- Granted, December 11, 1997 

Atlanta

Colonial Bancgroup, Inc., Montgomery, Alabama -- to merge with United American

Holding Corporation, Orlando, Florida, and acquire United American Bank of

Central Florida.

- Approved, December 11, 1997 

Atlanta

Commercial BancShares, Incorporated, Parkersburg, West Virginia -- to acquire

Gateway Bancshares, Inc., McMechen, West Virginia.

- Approved, December 8, 1997 

Richmond

Community First Banking Company, Carrollton, Georgia -- to acquire Carrollton

Federal Bank, FSB.

- Approved, December 9, 1997 

Atlanta
H.2

December 7, 1997 to December 13, 1997

Page 3

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

Compass Bancshares, Inc., Birmingham, Alabama; Compass Banks of Texas; and

Compass Bancorporation of Texas, Inc., Wilmington, Delaware -- to acquire First

University Corporation, Houston, Texas, and West University Bank, National

Association; and for Compass Bank to merge with West University Bank.

- Approved, December 10, 1997 

Secretary

Cullen/Frost Bankers, Inc., San Antonio, Texas -- to acquire Harrisburg Bancshares,

Inc., Houston, Texas; Harrisburg Bancshares Inc., Reno, Nevada; and Harrisburg

Bank, Houston, Texas.

- Approved, December 12, 1997 

Secretary

Eastern Virginia Bankshares, Inc., Tappahannock, Virginia -- to acquire Southside

Bank; and Bank of Northumberland, Inc., Heathsville, Virginia.

- Approved, December 10, 1997 

Richmond

Eastwood Financial Corporation Employees' Profit Sharing and Stock Ownership

Plan, Rochester, Minnesota -- to acquire Shares of Eastwood Financial Corporation.

- Withdrawn, December 10, 1997 

Minneapolis

First Frederick Financial Corporation, Frederick, Maryland -- transfer agent

registration.

- Approved, December 10, 1997 

Director, BS&R

First National Bank of Artesia Employee Stock Ownership Plan -- to acquire First

Artesia Bancshares, Inc., Artesia, New Mexico.

- Approved, December 8, 1997 

Dallas
H.2

December 7, 1997 to December 13, 1997

Page 4

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

First Western Bancorp, Inc., New Castle, Pennsylvania -- registration as transfer

agent.

- Withdrawn, December 10, 1997 

Director BS&R

First Western Bancshares Employee Stock Ownership Trust, Booneville, Arkansas --

to acquire additional shares of First Western Bancshares, Inc.

- Approved, December 11, 1997 

St. Louis

GEBSCO, Inc., Cochrane, Wisconsin -- to acquire Firstmondovi, Inc., Mondovi,

Wisconsin. 

- Approved, December 11, 1997 

Minneapolis

Mesquite Financial Services, Inc., Alice, Texas -- to acquire Charlotte Bancshares,

Inc., Charlotte, Texas, and The Country Bank.

- Approved, December 9, 1997 

Dallas

Monroe Financial, Inc., Greenville, West Virginia -- to acquire Bank of Greenville.

- Approved, December 11, 1997 

Richmond

Mystic Financial, Inc., Medford, Massachusetts -- to acquire Medford Co-operative

Bank.

- Approved, December 11, 1997 

Boston

NationsBank Corporation, Charlotte, North Carolina, and NB Holdings Corporation

-- to retain 8.34 percent of the voting shares of Southern Bancshares Corporation, St.

Louis, Missouri.

- Approved, December 9, 1997 

Richmond
H.2

December 7, 1997 to December 13, 1997

Page 5

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

Norwest Corporation, Minneapolis, Minnesota -- to acquire Fidelity Bancshares,

Inc., Fort Worth, Texas, and Fidelity Bancorporation, Inc., Dover, Delaware, and

Fidelity Bank & Trust, N.A., Fort Worth, Texas.

- Approved, December 10, 1997 

Minneapolis

Pedcor Bancorp, Indianapolis, Indiana -- to acquire International City Bank, N.A.,

Long Beach, California.

- Approved, December 10, 1997 

San Francisco

Union City Corporation, Union City, Oklahoma -- to acquire The Bank of Union.

- Approved, December 10, 1997 

Kansas City

United Financial Holdings, Inc., St. Petersburg, Florida -- to acquire United Trust

Company, and engage de novo in trust activities.

- Permitted, December 10, 1997 

Atlanta

Citizens Bank, Salineville, Ohio -- to merge with UniBank, Steubenville, Ohio, and

establish branches.

- Approved, December 8, 1997 

BANK MERGERS

Cleveland

Colonial Bank, Montgomery, Alabama -- to merge with United American Bank of

Central Florida, Orlando, Florida.

- Approved, December 11, 1997 

Atlanta

First State Bank and Trust Company of Larned, Larned, Kansas -- to acquire the

assets and assume the liabilities of NationsBank, N.A., of Pratt, Kansas, and

NationsBank, N.A., of Iuka, Kansas, and to establish additional branches.

- Approved, December 10, 1997 

Kansas City
H.2

December 7, 1997 to December 13, 1997

Page 6

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

Western Security Bank, Scottsdale, Arizona -- investment in bank premises.

- Approved, December 11, 1997 

BANK PREMISES

San Francisco

Boatmen's Trust Company of Texas, Amarillo, Texas -- registration as transfer

agent.

- Withdrawn, December 10, 1997 

BANKS, NONMEMBER, AND MISCELLANEOUS INSTITUTIONS

Director, BS&R

Bank of Belton, Belton, and The Bank of Newberry County, Newberry, both in

South Carolina -- to exercise fiduciary powers.

- Approved, December 9, 1997 

BANKS, STATE MEMBER

Secretary

Texas Bank and Trust, National Association, Dallas,Texas -- to convert to a state

member bank.

- Approved, December 12, 1997 

Dallas

First Southern Bancorp, Inc., Boca Raton, Florida -- redemption of shares.

- Approved, December 12, 1997 

CAPITAL STOCK

Atlanta

Liberty Bancshares, Inc., St. Paul, Minnesota -- redemption of shares.

- Approved, December 11, 1997 

Minneapolis

First Dalhart Bancshares, Inc., Dalhart, Texas -- change in bank control.

- Permitted, December 11, 1997 

CHANGE IN BANK CONTROL

Dallas
H.2

December 7, 1997 to December 13, 1997

Page 7

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

First Fidelity Bancorp, Inc., Oklahoma City, Oklahoma -- change in bank control.

- Permitted, December 11, 1997 

Kansas City

First State Bank, Junction, Texas -- change in bank control.

- Permitted, December 12, 1997 

Dallas

Kerndt Bank Services, Inc., Lansing, Iowa. -- change in bank control.

- Permitted, December 12, 1997 

Chicago

Pinnacle Bancshares, Inc., Thomson, Georgia -- change in bank control.

- Permitted, December 10, 1997 

Atlanta

Brookline Savings Bank, Brookline, Massachusetts -- report on competitive factors

of the proposed transfer of substantially all of its assets and liabilities to an affiliated

stock savings bank.

- Submitted, December 10, 1997 

COMPETITIVE FACTORS REPORTS

Boston

Brownsville Bank, Brownsville, Tennessee -- report on competitive factors of the

proposed merger with Tennessee Bank and Trust, Memphis, and The Union Savings

Bank, Covington, Tennessee.

- Submitted, December 9, 1997 

St. Louis

First Bank & Trust Company, Duncan, Oklahoma -- report on competitive factors of

the proposed merger with Peoples Bank & Trust Company, Ryan, Oklahoma.

- Submitted, December 9, 1997 

Kansas City
H.2

December 7, 1997 to December 13, 1997

Page 8

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

First National Bank in Olney, Olney, Illinois -- report on competitive factors of the

proposed merger with Mt. Erie State Bank, Mt. Erie, Illinois

- Submitted, December 9, 1997 

St. Louis

First-Citizens Bank & Trust Company, Raleigh, North Carolina -- report on

competitive factors of the proposed acquisition of certain assets and assumption of

certain liabilities of 15 former branches of Signet Bank, Richmond, Virginia.

- Submitted, December 11, 1997 

Richmond

Glacier Bank, fsb, Kalispell, Montana -- report on competitive factors of the

proposed merger with Glacier Bank.

- Submitted, December 10, 1997 

Minneapolis

Independence Bank of Kentucky, Owensboro, Kentucky -- report on competitive

factors of the proposed merger with Independence Bank, Henderson, Kentucky.

- Submitted, December 9, 1997 

St. Louis

Panhandle State Bank, Sandpoint, Idaho -- report on competitive factors of the

proposed merger with Panhandle Interim Bank.

- Submitted, December 12, 1997 

San Francisco

People's Bank, Bridgeport, Connecticut -- report on competitive factors of the

proposed merger with the Norwich Savings Society, Norwich, Connecticut.

- Submitted, December 8, 1997 

New York

Sanford Institutions For Savings, Sanford, Maine -- report on competitive factors of

the proposed acquisition of assets and assumption of liabilities of two branches of

KeyBank National Association, Cleveland, Ohio.

- Submitted, December 12, 1997 

Boston
H.2

December 7, 1997 to December 13, 1997

Page 9

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

TCF National Bank Illinois, Burr Ridge, Illinois -- report on competitive factors of

the proposed purchase of assets and assumption of the liabilities of 75 branches of

Bank of America, FSB, Portland, Oregon.

- Submitted, December 9, 1997 

Chicago

Banc One Corporation, Columbus, Ohio -- extension to March 12, 1998, to acquire

Fitzgerald, Davis & Associates, L.P., Chicago, Illinois. 

- Granted, December 12, 1997 

EXTENSIONS OF TIME

Cleveland

Banc One Corporation, Columbus, Ohio, KeyCorp, Cleveland; Ohio; National City

Corporation; and PNC Bank Corp., Pittsburgh, Pennsylvania -- extension to March

29, 1998, to offer ATM and POS services on a worldwide basis through Electronic

Payments Services.

- Granted, December 12, 1997 

First American Bank Carpentersville, Illinois -- extension to December 31, 1998, to

establish a branch at the northeast corner of Randall Road and Gleneagle Drive,

Geneva, Illinois.

- Approved, December 11, 1997 

Chicago

First American Bank of Kankakee, Illlinois -- extension to December 6, 1998, to

establish a branch at 6200 West 95th Street, Oak Lawn, Illinois.

- Approved, December 11, 1997 

Chicago

First American Bank, Joliet, Illinois -- extension to December 11, 1998, to establish a

branch at U.S. Route 30 and Mail Loop Drive.

- Granted, December 11, 1997 

Chicago
H.2

December 7, 1997 to December 13, 1997

Page 10

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

Firstbank of Illinois Co., Springfield, Illinois -- extension to February 28, 1998, to

acquire shares of Capital Corp., Springfield, Illinois, and engage in lending activities.

- Approved, December 10, 1997 

Chicago

FSB Bancorp, Farmington, Maine, and MHC and FSB -- extension to acquire

Franklin Savings Bank.

- Approved, December 12, 1997 

Boston

Bank of Wyandotte, Wyandotte, Oklahoma -- to become a member of the Federal

Reserve System.

- Approved, December 9, 1997 

MEMBERSHIP

Kansas City

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

Reserve System.

- Approved, December 10, 1997 

Kansas City

First State Bank, Picher, Oklahoma -- to become a member of the Federal Reserve

System.

- Approved, December 9, 1997 

Kansas City

Harris Trust/Bank of Montreal, West Palm Beach, Florida -- to become a member of

the Federal Reserve System.

- Approved, December 10, 1997 

Atlanta

Federal Reserve Bank of St. Louis -- To purchase computer equipment.

- Approved, December 12, 1997 

RESERVE BANK OPERATIONS

Director RBOPS
H.2

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

Additions/Corrections

Bank of Ephraim, Ephraim, Utah -- change in bank control.

- Withdrawn, December 4, 1997 

CHANGE IN BANK CONTROL

San Francisco
District 1

Federal Reserve Bank of BostonDecember 13, 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 - 1/2/98

application to become a mutual holding company through

the acquisition of Lenox Savings Bank, Lenox, Massachusetts* Fed Reg - 1/8/98

*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 

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 13, 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 

4(c)(8) North Fork Bancorporation, Inc., Melville, New York, to acquire New 12/23/97

York Bancorp Inc., Douglaston, New York and thereby indirectly

acquire its wholly-owned thrift subsidiary, Home Federal Savings

Bank, Ridgewood, New York.

 

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 3

Federal Reserve Bank of Philadelphia

Applications and notifications filed during the week of December 13, 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 - 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 13, 1997

Section I - Applications subject to newspaper notice only

Type Application comment period

Ending date of 

Branch Received notice from The Provident Bank, Cincinnati, OH 12/22/97

on December 10, 1997, of its intent to establish a branch at

7172 Cincinnati-Dayton Rd., West Chester, OH.*

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 

4(c)(8) Received notice from Mellon Bancorp, Pittsburgh, PA on None

December 8, 1997, of its intent to acquire a 50% interest in

Source2 Group, LLC, Pittsburgh, PA.
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

189129 The Commercial and Savings Bank of 7/21/97 12/8/97 Outstanding

117216 Commerce Exchange Bank 7/14/97 12/11/97 Satisfactory

574529 The Fifth Third Bank of Western Ohio 9/8/97 12/13/97 Outstanding

Millersburg Ohio

6 West Jackson Street

Millersburg, OH 44654

25201 Chagrin Boulevard

Beachwood, OH 44122-5651

One Dayton Centre

1 South Main Street

Dayton, OH 45402

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 13, 1997

Section I - Applications subject to newspaper notice only

Type Application comment period

Ending date of 

18(c) Farmers Bank of Maryland, Annapolis, Maryland, to 1/6/98

merge with The Caroline County Bank, Greensboro,

Maryland.*

*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)(1) Shore Financial Corporation, Onley, Virginia, to become a 1/10/98

bank holding company through the acquisition of 100% of

the voting shares of Shore Bank, Onley, Virginia, the proposed successor to Shore Bank, Onley, Virginia (a Federal

thrift institution).*

4(c)(8) BB&T Corporation, Winston-Salem, North Carolina, and N/Avail

BB&T Financial Corporation of Virginia, Virginia Beach,

Virginia, to acquire Life Bancorp, Inc., Norfolk, Virginia.

*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 

4(c)(8) F & M National Corporation, Winchester, Virginia, to establish

de novo a trust subsidiary, F & M Trust Company, Winchester,

Virginia, and acquire the assets and assume the liabilities of

the trust departments of F & M Bank-Winchester, Winchester,

Virginia; F & M Bank-Northern Virginia, Fairfax, Virginia; 

and F & M Bank-Peoples, Warrenton, Virginia.

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

990325 F & M Bank-Winchester 8-25-97 11-13-97 Satisfactory Large

115 North Cameron Street

Winchester, Virginia 22601
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 13, 1997

Section I - Applications subject to newspaper notice only

Type Application comment period

Ending date of 

Branch AmSouth Bank, Birmingham, Alabama, to establish a branch located 12/31/97

at 111-B Baldwin Square, Fairhope, Alabama.*

Branch AmSouth Bank, Birmingham, Alabama, to establish a branch located 12/31/97

at 2404 Danville Road, S.W., Decatur, Alabama.*

Branch AmSouth Bank, Birmingham, Alabama, to establish a branch located 12/31/97

at 8805 New Tampa Boulevard, Tampa, Florida.*

Branch AmSouth Bank, Birmingham, Alabama, to establish a branch located 12/31/97

at 4404 West Kennedy Avenue, Tampa, Florida.*

Branch AmSouth Bank, Birmingham, Alabama, to establish a branch located 12/31/97

at 1206 Market Center, Chattanooga, Tennessee.*

18(c) Citizens Trust Bank, Atlanta, Georgia, to merge with First Southern 12/26/97

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 Fed Reg - 12/24/97

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 Fed Reg - 1/05/98

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 Fed Reg - 1/09/98

First United Bancorporation, Anderson, South Carolina, and thereby

directly acquire Anderson National Bank, and Spartanburg National

Bank, both of Anderson, South Carolina.*
Section II - Applications subject to both newspaper and Federal Register notice

Type Application comment period

Ending date of 

 3(a)(5) Regions Financial Corporation, Birmingham, Alabama, to merge with 1/9/98

St. Mary Holding Corporation, and thereby directly acquire The St.

Mary Bank and Trust Company, both of Franklin, Louisiana.

3(a)(1) Community National Bank Corporation Employee Stock Ownership N/Avail

Plan, Venice, Florida, to become a bank holding company by

acquiring 30 percent of Community National Bank Corporation, and

its subsidiary, Community National Bank of Sarasota County, both of

Venice, Florida.

CIC Community National Bank Corporation, Venice, Florida, N/Avail

change in control notice by Mr. Joseph Rohlen Kondisko, Ms. Allana

Minerva Kondisko, Mr. William Graham McKelvey, and Ms. Jeanne

Wolford McKelvey, to collectively acquire 52 percent of the

outstanding shares of Community National Bank Corporation,

Venice, Florida.

CIC NGLC, Inc., after-the-fact change in control notice by Ms. Rachel J. N/Avail

Reeves, to retain more than 25 percent of the outstanding shares of

NGLC, Inc., Miami, Florida.

*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 1/09/98

Quick Credit Corporation, Anderson, South Carolina, and thereby

engage in consumer finance activities and credit insurance activities.

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

Type Application comment period

Ending date of 

3(a)(1) Commerce Bancshares, Inc., Albertville, Alabama, notice to become a

bank holding company by acquiring Commerce Bank of Alabama,

Albertville, Alabama.
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

539032 Bank Independent 9/08/97 12/10/97 Outstanding SB 

Drawer B

Sheffield, AL 35660

425135 Bank of Adairsville 9/02/97 12/11/97 Outstanding SB

Post Office Box 405

Adairsville, GA 30103

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 13, 1997

Section I - Applications subject to newspaper notice only

Type Application comment period

Ending date of 

Branch Baylake Bank Newspaper - 12/31/97

Sturgeon Bay, Wisconsin

 1395 South Broadway

 DePere, Wisconsin

Newspaper - Newspaper Comment Period Ending Date

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

Type Application comment period

Ending date of 

CIC Damen Financial Corporation Fed Reg - 12/26/97

Schaumburg, Illinois Newspaper - N/Avail

 By Suburban Bank & Trust Company as Trustee for Damen

 Financial Corporation Employee Stock Ownership Plan

3(a)(3) First Busey Corporation* Fed Reg - 12/18/97

Urbana, Illinois Newspaper - 12/20/97

 Busey Business Bank (in organization)

 Indianapolis, Indiana

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

Bingham Farms, Michigan Newspaper - 12/28/97

 Paramount Bank (in organization)

 Bingham Farms, Michigan

Fed Reg - Federal Register Comment Period Ending Date

Newspaper - Newspaper Comment Period Ending Date

N/Avail - Not available at this time

*Subject to the provision of the Community Reinvestment Act

Section III - Applications subject to Federal Register notice only

Type Application comment period

Ending date of 

4(c)(8) National Australia Bank Limited Fed Reg - 12/26/97

Melbourne, Australia

 Homeside, Inc.

 Jacksonville, Florida

Fed Reg - Federal Register Comment Period Ending Date
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

60143 Comerica Bank 3/3/97 12/12/97 Outstanding Large

500 Woodward Avenue

Detroit, MI 48226

(313) 222-3300

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 13, 1997

Section I - Applications subject to newspaper notice only

Type Application comment period

Ending date of 

Section 9 Notice by The Bank of Yellville, Yellville, Arkansas, 12/21/97

to establish a branch at 849 Highway 62 East, Mountain

Home, Arkansas.*

*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)(3) Notice by National Commerce Bancorporation, Memphis, Fed Reg - 12/29/97

Tennessee, to acquire First Citizens Bancshares Company,

Marion, Arkansas.*

3(a)(3) Notice by National Commerce Bancorporation, Memphis, Fed Reg - 12/29/97

Tennessee, to acquire Bancshares of West Memphis, West

Memphis, Arkansas.*

3(a)(1) Notice by National Commerce Community Bancorp, Inc., Fed Reg - 12/29/97

Memphis, Tennessee, to acquire First Citizens Bancshares

Company, Marion, Arkansas, and Bancshares of West

Memphis, West Memphis, Arkansas.*

3(a)(5) Notice by First United Bancshares, Inc., El Dorado, Arkansas, Newspaper - 1/12/98

to merge with Citizens National Bancshares of Hope, Inc., Hope,

Arkansas.*

4(c)(8) Notice by Mercantile Bancorporation Inc., St. Louis, Missouri, Fed Reg - 1/5/98

to acquire HomeCorp, Inc., Rockford, Illinois, and thereby

acquire Homebanc, FSB, Rockford, Illinois.*

*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 

Section 9 Notice by Farmers Bank, Hardinsburg, Kentucky, N/A

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

909055 Peoples Bank & Trust 08/25/97 12/12/97 Satisfactory Small bank

Troy, Missouri
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 13, 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

767059 Liberty State Bank 8/11/97 12/12/97 Satisfactory Small Bank

St. Paul, 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 13, 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 - 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

549657 Riverton State Bank 09-08-97 12-08-97 Satisfactory

616 N. Federal

Riverton, Wyoming 82501-2947

154257 Centennial Bank 09-15-97 12-08-97 Satisfactory

13700 E. Arapahoe Road

Englewood, Colorado 80112-3903

508355 Atoka State Bank 09-22-97 12-11-97 Satisfactory

113 S. Pennsylvania

Atoka, Oklahoma 74525-2431

334152 Heritage Bank of Olathe 09-22-97 12-11-97 Satisfactory

Mur-Len at Santa Fe

Olathe, Kansas 66062-5403

706254 Poteau State Bank 09-29-97 12-12-97 Outstanding

1409 N. Broadway

Poteau, Oklahoma 74953-2612

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 13, 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 period

Ending date of comment

CIC Smith family, et al, to acquire an interest in First Marshall Newspaper - 12/26/97

Corporation, Marshall, TX 

CIC Howell family, et al, to acquire an interest in First Marshall Newspaper - 12/26/97

Corporation, Marshall, TX

3(a)(3) Texas Financial Bancorporation, Inc., Minneapolis, MN, to Newspaper - 12/19/97

acquire Conrad Company, Minneapolis, MN, and Community

Bank of Arizona, Wickenburg, AZ*

*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

* Subject to the provisions of the Community Reinvestment Act.
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 13, 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 period

Ending date of comment

CIC Langer Family Partnership, Port Orchard, Washington, to retain Newspaper - N/Avail

76.17 percent of Olympic Bancorp, Inc., Port Orchard, Fed Reg - 1/02/98

Washington. *

3(a)(1) New Century Financial Corporation, Spokane, Washington, to Newspaper - 1/09/98

become a bank holding company by acquiring New Century Bank Fed Reg - N/Avail

(In Organization), Spokane, Washington. *

* 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

S/R Wells Fargo & Company, San Francisco, California, to purchase up to None

$735 million of its common stock between January 1, 1998, and June

30, 1998.
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

2364564 Vallley Bank of Arizona 8/11/97 12/08/97 Satisfactory X

3550 N. Central Avenue

Phoenix, AZ 85012

(602) 840-5550

660767 American Pacific State Bank 8/04/97 12/08/97 Satisfactory X

15260 Ventura Boulevard

Sherman Oaks, CA 91403-3347

(818) 382-1500

Footnotes: 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.

Section VI - CRA examinations scheduled Quarter of

Institution Location

None