Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 15

Week Ending April 10, 2004

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions April 4, 2004 to April 10, 2004

Bank Holding Companies

Bank of America Corporation, Charlotte, North Carolina -- commenters' requests for 

reconsideration of the Board's approval of the application to merge with FleetBoston 

Financial Corporation, Boston, Massachusetts, and thereby acquire Fleet National Bank, 

Providence, Rhode Island, and Fleet Maine, National Association, South Portland, Maine.

- Denied, April 5, 2004 

Manulife Financial Corporation, Toronto, Canada -- to become a bank holding company 

and to acquire John Hancock Financial Services, Inc., Boston, Massachusetts, and its 

subsidiary, First Signature Bank & Trust Company, Portsmouth, New Hampshire; and for 

John Hancock Financial Services, Inc., to become a bank holding company and to retain 

control of First Signature Bank & Trust Company.

- Approved, April 5, 2004 

Regulations And Policies

Fair and Accurate Transactions Act -- publication for comment of proposed amendments 

to Regulation V (Fair Credit Reporting) to add a model form that financial institutions may 

use to comply with the notice requirement for furnishing negative information to consumer 

reporting agencies (Docket No. R-1187).

- Approved, April 6, 2004 

Enforcement

Fifth Third Bancorp, Cincinnati, Ohio, and Fifth Third Bank -- written agreement dated 

March 26, 2003, terminated April 6, 2004.

- Announced, April 7, 2004 

(AC) = Addition or Correction Board - Page 1 of 1
April 4, 2004 to April 10, 2004

BS&R

C&CA

FOMC

RBOPS

IF

OSDM

Banking Supervision and Regulation

Consumer and Community Affairs

Federal Open Market Committee

Reserve Bank Operations and Payment Systems

International Finance

Office of Staff Director for Management

H.2 Actions under delegated authority

Bank Branches, Domestic

Bank of Virginia, Midlothian, Virginia -- to establish a branch at 11730 Hull Street Road 

and to subsequently designate it as the bank's new main office and retain the former main 

office at 6657 Lake Harbour Drive as a branch.

- Approved, April 7, 2004 

Richmond

Fifth Third Bank, Cincinnati, Ohio -- to establish branches at 10105 Fremont Pike, 

Perrysburg; 2455 Hilliard Rome Road, Hilliard; and 8877 Owen Field Drive, Powell.

- Approved, April 6, 2004 

Cleveland

Fifth Third Bank, Cincinnati, Ohio -- to establish branches at 810 North Court Street, 

Medina; 5440 Dixie Highway, Fairfield; and 1088 Oak Street, Kenova, West Virginia.

- Approved, April 7, 2004 

Cleveland

Fifth Third Bank, Grand Rapids, Michigan -- to establish branches at 1606 East 79th 

Avenue, Chatham, Illinois; 41122 Ryan Road, Sterling Heights, Michigan; 9000 Park 

Royal Drive, Fort Myers, Florida; 3501 North Green River Road, Evansville, Indiana; 

and 10595 East U.S. Highway 36, Avon.

- Approved, April 7, 2004 

Cleveland

RBC Centura Bank, Rocky Mount, North Carolina -- to establish a branch at 298 

Williamson Road, Mooresville.

- Approved, April 8, 2004 

Richmond

SunTrust Bank, Atlanta, Georgia -- to establish a branch at 9530 Argyle Forest 

Boulevard, Jacksonville, Florida.

- Approved, April 7, 2004 

Atlanta

(AC) = Addition or Correction Delegated - Page 1 of 7
H.2 Actions under delegated authority April 4, 2004 to April 10, 2004

Bank Holding Companies

Davenport Community Bancshares, Inc., Davenport, Nebraska -- to acquire Oregon 

Trail Insurance Agency and thereby engage in general insurance agency activities in a 

town with a population not exceeding 5,000.

- Approved, April 6, 2004 

Kansas City

ESB Bancorp, Inc., Elberfeld, Indiana -- to become a bank holding company and to 

acquire The Elberfeld State Bank.

- Withdrawn, April 8, 2004 

St. Louis

Grant County State Bancshares, Inc., Employees Stock Ownership Plan, Swayzee, 

Indiana -- to acquire shares of Grant County State Bancshares, Inc., and thereby increase 

its interest in Grant County State Bank.

- Approved, April 8, 2004 

Chicago

Heartland Financial USA, Inc., Dubuque, Iowa -- to acquire Rocky Mountain 

Bancorporation, Inc., Billings, Montana, and Rocky Mountain Bank.

- Approved, April 8, 2004 

Chicago

LDF, Inc., Chicago, Illinois -- to become a bank holding company and to acquire Labe 

Bank.

- Approved, April 7, 2004 

Chicago

Metropolitan Capital Bancorp, Inc., Chicago, Illinois -- to become a bank holding 

company and to acquire Metropolitan Capital Bank, a de novo bank.

- Withdrawn, April 7, 2004 

Chicago

Parkers Prairie Bancshares, Inc., Parkers Prairie, Minnesota -- to acquire Waubun 

Insurance Agency, Waubun, and thereby engage in insurance activities in a town with a 

population not exceeding 5,000.

- Approved, April 6, 2004 

Minneapolis

(AC) = Addition or Correction Delegated - Page 2 of 7
H.2 Actions under delegated authority April 4, 2004 to April 10, 2004

Bank Holding Companies

Pioneer Bancshares, Inc., Ponca City, Oklahoma -- to acquire shares of Brazos Valley 

Bank, N.A., College Station, Texas, a de novo bank.

- Withdrawn, April 5, 2004 

Kansas City

Privee Financial, Inc., Miami, Florida, Privee LLC, and Remo DuQuoin LLC -- to 

become bank holding companies and to acquire Hemisphere National Bank.

- Approved, April 9, 2004 

Atlanta

Salisbury Bancorp, Inc., Lakeville, Connecticut -- to acquire Canaan National Bancorp, 

Inc., North Canaan.

- Approved, April 9, 2004 

Boston

Southern Community Financial Corporation, Midlothian, Virginia -- to become a bank 

holding company and to acquire Southern Community Bank & Trust.

- Approved, April 5, 2004 

Richmond

Summit Bancshares, Inc., Fort Worth, Texas -- to acquire ANB Financial Corporation, 

Arlington; Arlington National Bank; and ANB Delaware Financial Corporation, Dover, 

Delaware.

- Approved, April 6, 2004 

Dallas

Synovus Financial Corp., Columbus, Georgia -- to acquire Synovus Bank of Jacksonville, 

Jacksonville, Florida, a de novo bank.

- Approved, April 9, 2004 

Atlanta

The Templar Fund, Inc., St. Louis, Missouri -- to acquire an additional interest in Truman 

Bancorp, Inc. and Truman Bank.

- Approved, April 6, 2004 

St. Louis

(AC) = Addition or Correction Delegated - Page 3 of 7
H.2 Actions under delegated authority April 4, 2004 to April 10, 2004

Bank Holding Companies

Union Bankshares Corporation, Bowling Green, Virginia -- to merge with Guaranty 

Financial Corporation, Charlottesville, and thereby acquire Guaranty Bank.

- Approved, April 9, 2004 

Richmond

Webster Financial Corporation, Waterbury, Connecticut -- to acquire Webster Bank, 

National Association, and election to become a financial holding company.

- Approved, April 5, 2004 

Boston

Bank Premises

The Guarantee State Bank, Lawton, Oklahoma -- to increase its investment in bank 

premises.

- Withdrawn, April 9, 2004 

Kansas City

Banks, Nonmember, And Miscellaneous Institutions

American Financial Group, Inc., Cincinnati, Ohio -- relief from a commitment.

- Granted, April 6, 2004 

Director, BS&R

Change In Bank Control

Davenport Community Bancshares, Inc., Davenport, Nebraska -- change in bank control.

- Permitted, April 6, 2004 

Kansas City

Southern National Corporation, Andalusia, Alabama -- to retain control of Southern 

National Corporation.

- Permitted, April 8, 2004 

Atlanta

(AC) = Addition or Correction Delegated - Page 4 of 7
H.2 Actions under delegated authority April 4, 2004 to April 10, 2004

Competitive Factors Reports

Bayside Bank, Minnetonka, Minnesota -- report on competitive factors of the proposed 

merger with Community National Bank, Metropolis, Illinois.

- Submitted, April 8, 2004 

Minneapolis

Colonial Bank, N.A., Montgomery, Alabama -- report on competitive factors of the 

proposed merger with Premier Community Bank of South Florida, Fort Lauderdale, 

Florida; Premier Community Bank, Venice; Premier Community Bank of Florida, Largo; 

and Premier Community Bank of Southwest Florida, Fort Myers.

- Submitted, April 2, 2004 (AC)

Atlanta

Community Bank, National Association, Canton, New York -- report on competitive 

factors of the proposed merger with First Heritage Bank, Wilkes-Barre, Pennsylvania.

- Submitted, April 8, 2004 

New York

Eurobank, Hato Rey, Puerto Rico -- report on competitive factors of the proposed 

merger with The Bank and Trust of Puerto Rico.

- Submitted, April 8, 2004 

New York

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

factors of the proposed purchase of certain assets and assumption of deposit liabilities of 

the Warrenton branch of Capital Bank, Raleigh.

- Submitted, April 6, 2004 

Richmond

Greenfield Savings Bank, Greenfield, Massachusetts -- report on competitive factors of 

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

Conway branch of The Bank of Western Massachusetts, Springfield.

- Submitted, April 6, 2004 

Boston

(AC) = Addition or Correction Delegated - Page 5 of 7
H.2 Actions under delegated authority April 4, 2004 to April 10, 2004

Competitive Factors Reports

Guaranty State Bank and Trust Company, Beloit, Kansas -- report on competitive factors 

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

Jewell branch of Heartland Bank, Leawood.

- Submitted, April 6, 2004 

Kansas City

Monadnock Community Bank, Peterborough, New Hampshire -- report on competitive 

factors of the proposed merger with Monadnock Interim Bank I and Monadnock Interim 

Bank II.

- Submitted, April 7, 2004 

Boston

Salisbury Bank and Trust Company, Lakeville, Connecticut -- report on competitive 

factors of the proposed merger with The Canaan National Bank, North Canaan.

- Submitted, April 9, 2004 

Boston

Extensions Of Time

Bank of Blue Valley, Overland Park, Kansas -- extension to July 9, 2004, to establish a 

branch at 13401 Mission Road, Leawood.

- Granted, April 5, 2004 

Kansas City

Financial Holding Companies

Town Square Financial Corporation, Ashland, Kentucky -- election to become a financial 

holding company.

- Effective, April 6, 2004 

Cleveland

Western Holding Company of Wolf Point, Wolf Point, Montana -- election to become a 

financial holding company.

- Effective, April 8, 2004 

Minneapolis

(AC) = Addition or Correction Delegated - Page 6 of 7
H.2 Actions under delegated authority April 4, 2004 to April 10, 2004

Regulations And Policies

Regulation CC -- technical amendments to appendix A to reflect the restructuring of 

check processing operations in the Cleveland and Richmond Federal Reserve Districts 

(Docket No. R-1190).

- Approved, April 9, 2004 

Secretary

(AC) = Addition or Correction Delegated - Page 7 of 7
District 1

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, April 10, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs 

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted 

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation 

was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire 

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 2

Federal Reserve Bank of New York

Applications and notifications filed during the week ending Saturday, April 10, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch JP Morgan Chase Bank, New York, New York, to establish a 

branch office at 35 Main Street, Hampton, New York.

Newspaper – 05/03/2004

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs 

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted 

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation 

was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire 

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 3

Federal Reserve Bank of Philadelphia

Applications and notifications filed during the week ending Saturday, April 10, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs 

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted 

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation 

was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire 

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 4

Federal Reserve Bank of Cleveland

Applications and notifications filed during the week ending Saturday, April 10, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

*Branch Fifth Third Bank, Grand Rapids, MI to establish branch facilities 

at 29 West Division Street, Chicago, Illinois and 1943 Cedar 

Street, Holt, Michigan

Newspaper – 04/17/2004

*Branch Iron and Glass Bank, Pittsburgh, Pennsylvania, to establish a 

branch facility at Three Park Manor Drive, Robinson Township, 

Pennsylvania

Newspaper – 04/15/2004

*Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

*3(a)(1) Citizens Bancshares, Inc., Bluffton, Ohio, proposes to become a 

bank holding company through the acquisition of The Citizens 

National Bank, Bluffton, Ohio

Newspaper – 05/01/2004

Fed Reg – 04/30/2004

CIC Notice of Change in Bank Control by the Clay and Bernice 

Corman Family Control Group, Nicholasville, Kentucky, to 

retain 17.78% of the voting shares of Citizens National 

Bancshares, Inc., Nicholasville, Kentucky

Newspaper – 04/14/2004

Fed Reg – N/Avail

*3(a)(3), *3(a)(5) Applications by Fifth Third Bancorp and Fifth Third Financial 

Corporation, its wholly-owned subsidiary, both of Cincinnati, 

Ohio, to acquire Franklin Financial Corporation and its sole 

subsidiary bank, Franklin National Bank, both of Franklin, 

Tennessee

Newspaper – 04/11/2004

Fed Reg – 04/15/2004

*3(a)(5) Huntington Bancshares Incorporated, Columbus, Ohio, to 

acquire Unizan Financial Corp., Canton, Ohio

Newspaper – N/Avail

Fed Reg – 04/23/2004

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

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

and thereby indirectly acquire Provident Bank, Cincinnati, Ohio

Newspaper – 03/22/2004

Fed Reg – 03/19/2004

*Branch Sky Bank, Salineville, Ohio, to establish a branch facility at 

30400 Detroit Road, Westlake, Ohio

Newspaper – N/Avail

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

Type Application

Ending date of

comment period

*Branch Sky Bank, Salineville, Ohio, to establish a branch facility at 

4078 Powell Road, Powell, Ohio

Newspaper – N/Avail

Fed Reg – N/Avail

*18(c), *3(a)(5), 

*Branch

Sky Financial Group, Inc., Bowling Green, Ohio, to acquire 

Second Bancorp, Incorporated, Warren, Ohio

Newspaper – 04/26/2004

Fed Reg – N/Avail

*18(c) Merger of State National Bank of Frankfort, Frankfort, 

Kentucky and First National Bank & Trust Company, 

Georgetown, Kentucky, into Whitaker Bank, National 

Association, Lexington, Kentucky

Newspaper – N/Avail

Fed Reg – N/Avail

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs 

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted 

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation 

was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire 

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

576710 Sky Bank

10 East Main Street

Salineville, Ohio 43945

10/14/2003 04/08/2004 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, April 10, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch James Monroe Bank, Arlington, Virginia, to establish a branch 

at 7900 Sudley Road, Manassas, Virginia.*

Newspaper – 04/23/2004

*Subject to the provisions of the Community Reinvestment Act.

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

Type Application

Ending date of

comment period

3(a)(5) The South Financial Group, Inc., Greenville, South Carolina, to 

acquire 100% of the voting shares of CNB Florida Bancshares, 

Inc., Jacksonville, Florida.*

Fed Reg – 05/10/2004 

Newspaper – N/Avail

3(a)(5) The South Financial Group, Inc., Greenville, South Carolina, to 

acquire 100% of the voting shares of Florida Banks, Inc., 

Jacksonville, Florida.*

Fed Reg – 05/10/2004 

Newspaper – N/Avail 

*Subject to the provisions of the Community Reinvestment Act.

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs 

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted 

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation 

was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire 

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for 3rd Quarter of 2004

Institution Location

Sandy Spring Bank Olney, Maryland

Gateway Bank & Trust Co. Elizabeth City, North Carolina

Bank of Clarke County Berryville, Virginia

Citizens Bank and Trust Company Blackstone, Virginia

The First Bank and Trust Company Lebanon, Virginia

Community First Bank Lynchburg, Virginia

The Middleburg Bank Middleburg, Virginia

Farmers & Merchants Bank Timberville, Virginia

Putnam County Bank Hurricane, West Virginia

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

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

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

circumstances.
District 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week ending Saturday, April 10, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

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

located at 1711 North Loop 336 West, Conroe, Texas.*

Newspaper – 04/06/2004

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

located at 10791 West Broad Street, Glen Allen, Virginia, to be 

known as the Innsbrook Branch.*

Newspaper – 04/09/2004

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

located at 1696 N. Loop 288, Denton, Texas, to be known as the 

Denton Branch.*

Newspaper – 04/09/2004

*Subject to provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs 

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted 

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation 

was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire 

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

701736 Brand Banking Company

Post Office Box 1110

Lawrenceville, Georgia 30046

(770) 963-9225

12/08/2004 04/08/2004 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 7

Federal Reserve Bank of Chicago

Applications and notifications filed during the week ending Saturday, April 10, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18C & Branches Community Bank (in organization), Austin, Minnesota, to 

purchase the assets and assume the liabilities of the Austin, 

Minnesota branch of Security Bank Minnesota, Albert Lea, 

Minnesota.*

Newspaper – N/Avail

Branch M&I Marshall & Ilsley Bank, Milwaukee, Wisconsin, to 

establish branch facilities to be located at Recker Road & East 

McKellips Road, Mesa, Arizona; East Allouez & CTH GV, 

Bellevue, Wisconsin, and 9935 Hudson Place, Woodbury, 

Minnesota.*

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(3) Community National Bancorporation, Waterloo, Iowa, to 

acquire 100 percent of Community Bank (In Organization), 

Austin, Minnesota.*

Fed Reg – N/Avail

Newspaper – N/Avail

CIC Notice by Mark Bradley Richardson, Thetford Center, Vermont, 

and Kimberly Ann Richardson, Atlanta, Georgia, as trustees of 

the "1998 Irrevocable Trust of Coyn V. Richardson", to acquire 

additional shares of Cowden Bancorp, Inc., Springfield, Illinois, 

and thereby indirectly acquire Community Banks of Shelby 

County, Cowden, Illinois.

Fed Reg – 04/06/2004

Newspaper – 04/09/2004

3(a)(1) CSBC Financial Corporation, Cropsey, Illinois, to become a 

bank holding company by acquiring 100 percent of Citizens 

State Bank of Cropsey, Cropsey, Illinois.*

Fed Reg – 04/29/2004

Newspaper – 04/23/2004

4(c)(8) FBOP Corporation, Oak Park, Illinois, to acquire 100 percent of 

the voting shares of California Savings Bank, San Francisco, 

California, and thereby operate a savings association.*

Fed Reg – 05/06/2004

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

Type Application

Ending date of

comment period

3(a)(3) First Busey Corporation, Urbana, Illinois, to acquire 100 percent 

of the voting shares of First Capital Bankshares, Inc., Peoria, 

Illinois, and thereby indirectly acquire First Capital Bank, 

Peoria, Illinois, and Community Bank of Lemont, Lemont, 

Illinois.*

Fed Reg – 04/22/2004

Newspaper – N/Avail

CIC Notice by Thomas M. Johannesen, Elgin, Illinois, Claire C. 

Johannesen, Elgin, Illinois, Mary Johannesen-Schmidt, Palatine, 

Illinois, Timothy P. Schmidt, Palatine, Illinois, Kathleen E. 

Tomei, Lake Bluff, Illinois, Richard Tomei, Lake Bluff, Illinois, 

Thomas M. Johannesen, Jr., Chicago, Illinois, Jennifer 

Johannesen, Chicago, Illinois, James Johahnnesen, Hinsdale, 

Illinois, Barbara Johannesen, Hinsdale, Illinois, Thomas P. 

Callahan, Houston, Texas, and Fran Callahan, Houston, Texas, 

to retain control of 25.27 percent of the outstanding voting 

shares of First Community Financial Corporation, Elgin, Illinois, 

and thereby indirectly acquire First Community Bank, Elgin, 

Illinois.

Fed Reg – 04/08/2004

Newspaper – N/Avail

3(a)(5) Independent Bank Corporation, Ionia, Michigan, to acquire 

Midwest Guaranty Bancorp, Inc., Troy, Michigan, and thereby 

indirectly acquire Midwest Guaranty Bank, Troy, Michigan.*

Fed Reg – 04/22/2004

Newspaper – N/Avail

CIC Notices by Franzen Limited Partnership, Itasca, Illinois; General 

Partner Glenn E. Mensching, Jr., Frankfort, Michigan, as trustee 

of the Glenn E. Mensching Jr. Trust; General Partner Jack E. 

Mensching, Itasca, Illinois, as trustee of the Jack E. Mensching 

Trust, and General Partner James R. Mensching, Itasca, Illinois, 

as trustee of the James R. Mensching Trust, Itasca, Illinois, to 

retain 32.88 percent of the outstanding voting shares of Itasca 

Bancorp, Inc., Itasca, Illinois, and thereby indirectly acquire 

Itasca Bank & Trust Co., Itasca, Illinois.

Fed Reg – 04/21/2004

Newspaper – N/Avail

CIC Notice by Christine V. Lake, Brookfield, Wisconsin, to acquire 

more than 10 percent of the outstanding voting shares of 

Ridgestone Financial Services, Inc., Brookfield, Wisconsin, and 

thereby indirectly acquire Ridgestone Bank, Brookfield, 

Wisconsin.

Fed Reg – 04/01/2004

Newspaper – 03/29/2004

CIC Notice by Marantz Investments, L.P., Springfield, Illinois, with 

Tom E. Marantz, Springfield, Illinois, to acquire 18.55 percent 

of the common shares outstanding of Spring Bancorp, 

Inc.,Springfield, Illinois, and thereby to control Bank of 

Springfield, Springfield, Illinois, and Bank of Jacksonville, 

Jacksonville, Illinois.

Fed Reg – N/Avail

Newspaper – N/Avail

3(a)(1) & 4(c)(8) Third Century Bancorp, Franklin, Indiana, to become a 

bank holding company by acquiring 100 percent of the 

voting shares of Mutual Savings Bank, Franklin, Indiana, 

and to engage in the non-banking activity of making and 

servicing loans.*

Fed Reg – 04/23/2004

Newspaper -04/30/2004
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

CIC Notice by Marantz Investment, L.P., Springfield, Illinois, 

Tom E. Marantz, Springfield, Ilinois, Natalie K. Marantz, 

Springfield, Illinois, Marla J. Marantz, Springfield, 

Missouri, Melissa J. Hayner, Springfield, Illinois, Tom E. 

Marantz as Trustee for the Marla Marantz Trust, Tom E. 

Marantz as Trustee for the Tom Marantz Trust, and Marla 

J. Marantz as Trustee for the Marla Marantz Irrevocable 

Trust, to acquire 33.9 percent of the common shares 

outstanding of Spring Bancorp, Inc., Springfield, Illinois, 

and thereby indirectly control Bank of Springfield, 

Springfield, Illinois, and Bank of Jacksonville, 

Jacksonville, Illinois.

Fed Reg – N/Avail

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

Membership Community Bank (in organization), Austin, Minnesota, to 

become a member of the Federal Reserve System.
Section V – Availability of CRA public evaluations

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs 

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted 

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation 

was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire 

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

683449 Maquoketa State Bank

203 N. Main Street

Maquoketa, Iowa 52060

(563) 652-2491

11/03/2003 04/09/2004 O X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 8

Federal Reserve Bank of St. Louis

Applications and notifications filed during the week ending Saturday, April 10, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3A5 Harrodsburg First Financial Bancorp, Inc., Harrodsburg, 

Kentucky, to merge with Independence Bancorp, New Albany, 

Indiana, and thereby indirectly acquire Independence Bank, New 

Albany, Indiana. (Previously submitted during the week ending 

April 3, 2004.)*

Newspaper – 05/05/2004

Fed Reg – 05/03/2004

3A3 Mountain Home Bancshares, Inc., Mountain Home, Arkansas, to 

acquire 100 percent of Pocahontas Bankstock, Inc., Pocahontas, 

Arkansas, and thereby indirectly acquire Bank of Pocahontas, 

Pocahontas, Arkansas.*

Newspaper – N/Avail

Fed Reg – 05/10/2004

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

3A1 Lafayette Bancorp, Inc., Oxford, Mississippi, to become a bank 

holding company by acquiring 100 percent of Oxford University 

Bank, Oxford, Mississippi.
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

3A1 United Community Bancshares, Inc., Morganfield, Kentucky, to 

become a bank holding company by acquiring 100 percent of 

United Community Bank of West Kentucky, Inc., Morganfield, 

Kentucky.

Section V – Availability of CRA public evaluations

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs 

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted 

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation 

was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire 

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 9

Federal Reserve Bank of Minneapolis

Applications and notifications filed during the week ending Saturday, April 10, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(1) Lakeland Bancorporation, Inc., Lakeville, Minnesota, to become 

a bank holding company by acquiring 100 percent of Lakeland 

Bank, Lakeville, Minnesota, a de novo bank.*

Fed Reg – 05/04/2004

Newspaper – 05/03/2004

CIC Notice by Victor Philip Reim, St. Paul, Minnesota; Erick John 

Reim, Vadnais Heights, Minnesota; Ann Reim Woessner, 

Roseville, Minnesota; and Amy Lynn Amundson, Alexandria, 

Minnesota, to gain control of Alliance Financial Services, Inc., 

St. Paul, Minnesota, and thereby indirectly to gain control of 

American Bank, Eau Claire, Wisconsin; American Bank Lake 

City, Lake City, Minnesota; and Alliance Bank, New Ulm, 

Minnesota.

Fed Reg – 04/19/2004

Newspaper – N/Avail

*Subject to the provisions of the Community Reinvestment Act.

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs 

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted 

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation 

was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire 

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 10

Federal Reserve Bank of Kansas City

Applications and notifications filed during the week ending Saturday, April 10, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) Gold Bank, Leawood, Kansas, to merge with Gold Bank, 

Bradenton, Florida, and incident thereto, to establish several 

branches.

Newspaper – N/Avail

Branch Bank of Jackson Hole, Jackson, Wyoming, to establish a branch 

at 140 Highway 89, Alpine, Wyoming.

Newspaper – 04/09/2004

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

Type Application

Ending date of

comment period

3(a)(1) Haines Financial Corp, Woodward, Oklahoma, to become a 

bank holding company through the acquisition of up to 100 

percent of the voting shares of The First National Bank of 

Medford, Medford, Oklahoma.

Newspaper – 04/30/2004

Fed Reg – 05/03/2004

CIC Notification by David D and Kristine A. Gale, Lincoln, 

Nebraska ; David E. Rogers, Omaha, Nebraska; Jon C. and 

Deonne L. Bruning, Lincoln, Nebraska; Edward J. and Marliss 

G. Miller, Nebraska City, Nebraska; Paul and Andrea 

Mengedoth, Overland Park, Kansas; Roger and Mary Burning, 

Lincoln, Nebraska; and Jennifer and David Brown, Mountain 

View, California, to acquire control of Davenport Community 

Bancshares, Inc., parent of Jennings State Bank, both of 

Davenport, Nebraska.

Newspaper – 02/17/2004

Fed Reg – 02/11/2004

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

4(c)(8) Davenport Community Bancshares, Inc., Davenport, Nebraska, 

to engage in insurance activities through the acquisition of 

Oregon Trail Insurance Agency LLC, Davenport, Nebraska.

Section V – Availability of CRA public evaluations

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs 

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted 

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation 

was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire 

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 11

Federal Reserve Bank of Dallas

Applications and notifications filed during the week ending Saturday, April 10, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs 

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted 

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation 

was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire 

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 12

Federal Reserve Bank of San Francisco

Applications and notifications filed during the week ending Saturday, April 10, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

FBSEA Nacional Financiera, S.N.C., Mexico City, Mexico, requests 

prior approval of the Board of Governors of the Federal Reserve 

to establish a representative office in Santa Ana, California.*

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Western Alliance Bancorporation, Las Vegas, Nevada, to engage 

in permissible nonbanking activities by acquiring Miller/Russell 

& Associates, Phoenix, Arizona.

Fed Reg – 05/03/2004

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

Type Application

4(c)(8) Northrim BanCorp, Inc., Anchorage, Alaska, to engage in 

financial and investment advisory activities by acquiring 

additional ownership interest of Elliott Cove Capital 

Management, LLC, Seattle, Washington.
Section V – Availability of CRA public evaluations

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs 

of the communities in which they operate, including low- and moderate-income neighborhoods. It was enacted 

by the Congress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation 

was revised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire 

community be evaluated periodically. That record is taken into account in considering an institution's application 

for deposit facilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None