FEDERAL RESERVE BANK OF PHILADELPHIA

SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS

The following institutions were examined for CRA. The 30-business day period the bank has to make
the evaluation public has lapsed during the week ending November 22, 1996.

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

Outstanding record of meeting community credit needs.

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

Satisfactory record of meeting community credit needs.

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

Needs to improve record of meeting community credit needs.

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

Substantial noncompliance in meeting community credit needs.

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

Bank/Location Examination Date CRA Rating

NONE NONE NONE



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section V - Availability of
CRA Public Evaluations
week ending November 22, 1996

NT OF ING
Identification of Rati

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

OUTSTANDING RECORD OF MEETING COMMUNITY CREDIT NEEDS.

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

SATISFACTORY RECORD OF MEETING COMMUNITY CREDIT NEEDS.

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

NEEDS TO IMPROVE RECORD OF MEETING COMMUNITY CREDIT NEEDS.

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

SUBSTANTIAL NONCOMPLIANCE IN MEETING COMMUNITY CREDIT NEEDS.

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

BANK(S) EXAMINED DATE OF EXAMINATION CRA RATING
Citizens State Bank August 12, 1996 Outstanding
P.O. Box 378

Arlington, SD 57212-0378
(605) 983-5594



Federal Reserve Bank of St. Louis

FOR THE WEEK ENDING NOVEMBER 22, 1996

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

* Section 9 application by Cass Bank & Trust

Company, St. Louis, Missouti, to relocate its

main office from 3636 Geyer Road, St. Louis,

Missouri, to 13001 Hollenberg Road, Bridgeton,

Missouri. 11-25-96

* Section 3(a)(1) notification by Bankshares of

Fayetteville, Inc., Fayetteville, Arkansas, to

acquire The Bank of Fayetteville, N.A.,

Fayetteville, Arkansas. 11-26-96

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

Application End of Comment Period

* Section 3(a)(1) application by Community State
Bancshares, Inc., Shelbina, Missouri, to acquire
Community State Bank, Shelbina, Missouri. Newspaper: 12-20-96

Change in control notification involving Rosedale

First National Corporation, Rosedale, Mississippi,

by Henry McCaslin, Jr., Bennie B. Wright, Jr., and

Acme Investment Company. N/A

SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE

Application End of Comment Period
None.

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

Application End of Comment Period

None.

* This application/notification is subject to CRA.



SECTION IV - APPLICATIONS NOT SUBJECT 10 FEDERAL REGISTER NOTICE
OR NEWSPAPER NOTICE

APPLICATION

None.

* SUBJECT TO CRA.
+* EXPIRATION DATE IS THE DATE SPECIFIED IN THE NEWSPAPER NOTICE ONLY.

N/A - NOT AVAILABLE AT THIS TIME.



H.2 .
NOVEMBER 18, 1996 TO NOVEMBER 22, 1996
PAGE 14

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

EXTENSIONS OF TIME

Richmond NationsBank, N.A., Charlotte, North Carolina --
extension to May 19, 1997, to establish a branch in
Seoul, Korea.
Granted, November 20, 1996.

Atlanta ONB Financial Services, Inc., Ocala, Florida --
extension to February 22, 1997, to acquire Ocala
National Bank. :
Granted, November 22, 1996.

Boston UFS Bancorp, Whitinsville, Massachusetts -- extension
to acquire Unibank For Savings.
Granted, November 19, 1996.



Federal Reserve Bank of Richmond

Section I - Applicati . ‘

Notice Only
appli . 4 End D
Highlands Union Bank, Abingdon,
Virginia, to establish a branch
at 1425 North Main Street, Marion,
Virginia.* 12-5-96

F & M Bank-Martinsburg, Martinsburg,

West Virginia, to establish a branch

at 704 Foxcroft Avenue North, Martins-

burg, West Virginia.* 12-16-96

None.

Section IV - Application Not Subject to
jeral . . loti

i .

First Union National Bank of North
Carolina, Charlotte, North Carolina,
to organize an Agreement Corporation
to be known as First Union Overseas
Investment Corporation, Charlotte,

1 North Carolina.

| *Application is subject to CRA requirements.



Federal Reserve Bank of Kansas City

SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY

APPLICATION COMMENT PERIOD ENDING DATE
None.
SECTION II - APPLICATIONS SUBJECT TO BOTH
NEWSPAPER A) FEDERAL NOTICE
LI a D iG DATE
Front Range Bancshares, Inc., Lakewood, Colorado, December 20, 1996

for prior approval to become a bank holding company
through the acquisition of at least 80 percent of the
voting shares of Front Range Bank, Lakewood,
Colorado, a de novo bank.*

SECTION II - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY

APPLICATION COMMENT PERIOD ENDING DATE

None.

SECTION TV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE

s APPLICATION
None.

SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS

Identification of Ratings

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

Outstanding record of meeting community credit needs

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



HZ
NOVEMBER 18, 1996 TO NOVEMBER 22, 1996
PAGE 5

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

BANK HOLDING COMPANIES

Secretary Bank of Boston Corporation, Boston, Massachusetts;
Fleet Financial Group, Inc., Boston, Massachusetts;
The Governor and Company of the Bank of Ireland,
Dublin, Ireland; The Royal Bank of Scotland Group
ple, Edinburgh, United Kingdom; The Royal Bank of
Scotland plc, Edinburgh, United Kingdom; Citizens
Financial Group, Inc., Providence, Rhode Island;
The Bank of New York Company, Inc., New York, New
York; The Chase Manhattan Corporation, New York,
New York; Citicorp, New York, New York; HSBC
Holdings PLC, London, England; HSBC Holdings BV,
Amsterdam, Netherlands; HSBC Americas, Inc.,
Buffalo, New York; National Westminster Bank, PLC,
Lendon, England; and First Union Corporation,
Charlotte, North Carolina -- to engage in
additional data processing activities through NYCE
Corporation, Woodcliff Lake, New Jersey.

Approved, November 21, 1996.

New York Bridge View Bancorp, Englewood Cliffs, New Jersey --
to acquire Bridge View Bank.
Approved, November 20, 1996.

Richmond Crestar Financial Corporation, Richmond, Virginia --
to acquire Citizens Bancorp, Laurel, Maryland.
Approved, November 20, 1996.

Kansas City Crossdale, Inc., Hiawatha, Kansas -- to engage in the
sale of general insurance through the acquisition
of Citizens Insurance Agency.

Approved, November 20, 1996.

Chicago F & M Bancorporation, Inc., Kaukauna, Wisconsin -- to
acquire Green County Bank, Brodhead, Wisconsin.
Approved, November 22, 1996.



ROS

Cti

Federal Reserve Bank of Chicago

[Vv - lications N ject
Application
Bankers Trust Company

Des Moines, Iowa
to redeem $2 million in noncumulative preferred stock



APPLICATIONS BULLETIN
(For the week ending November 23, 1996)

SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY

Received Section 3(a)(1) notice from Communibanc Corp., *November 30, 1996
Napoleon, Ohio on November 19, 1996, to acquire
The Henry County Bank, Napoleon, Ohio.

Received notice from The Independent State Bank of Ohio, *December 4, 1996
Columbus, Ohio, on November 21, 1996, of its intent to

relocate its main office from 67 Pheasantview Court, Columbus,

Ohio, to 1182 Claycraft Road, Gahanna, Ohio.

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

Received Section 3(a)(5) application from First & Farmers *N:December 14, 1996

Bancshares, Inc, Somerset, Kentucky on November 22, 1996,
to acquire Cumberland Bancorp, Inc., Burkesville, Kentucky.

SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY
NONE

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

NONE

* - Subject to CRA

N - Newspaper Comment Period

F - Federal Register Comment Period

# - Expected to End 30 Days from Date of Receipt



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

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

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

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

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

Examination

Bank CRA Rating Date
Farmers and Merchants Bank Satisfactory 08-12-96

Post Office Box 220
Centre, Alabama 35960
(205) 927-3691



FEDERAL RESERVE BANK

OF CLEVELAND
P. O. Box 6387

Cleveland, Ohio 44101-1387

CRA Examinations Scheduled

First Quarter 1997

Examinations may have to be rescheduled during the calendar quarter in which they are designed
to begin. If an institution’s examination is rescheduled for a date later than the end of the date
range reflected in a published schedule, the institution’s name will be republished in an
appropriate later listing. Any comments received as a result of either the first publication or
subsequent publications will be considered during the examination.

Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, OH 45263

Citizens Commercial Bank & Trust Company

225 N. Main Street
Celina, OH 45822-2201

The Commercial Bank
230 E 2nd Street
Delphos, OH 45833

Somerset Trust Company
151 W. Main Street
Somerset, PA 15501-0777

Apollo Trust Co.
201 N. Warren Avenue
Apollo, PA 15613-0247

The Savings Bank and Trust Company
101 W. Market Street
Orrville, OH 44667-0240

The State Bank and Trust Company
401 Clinton Street
Defiance, OH 43512

Heartland Bank
12.N. Main Street
Croton, OH 43013

Sabina Bank
135 N. Howard Street
Sabina, OH 45169-1152

Farmers Bank & Savings Company
211 W. 2nd Street
Pomeroy, OH 45769-1037

The Exchange Bank
235 Main Street
Luckey, OH 43443

The Croghan Colonial Bank
323 Croghan Street, Box C
Fremont, OH 43420-0557



Federal Reserve Bank of Chicago

ion V - iabilit lic Ev:

The following state member banks have been examined by the Federal Reserve Bank of Chicago for

compliance with the CRA. The 30-business day period the bank has to make the evaluation public has lapsed

during the week ending November 22, 1996. If you are interested in obtaining a copy of the evaluation
document, please contact the bank(s) directly.

Identification of Ratings

O-

NI-

SN -

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

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

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

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

LOCATI!
EXAMINATION DATE RATINGS

The Ripley County Bank

420 South Buckeye

Osgood, Indiana 47037-0176

(812) 689-4202 8/13/96 oO

Citizens First State Bank of Walnut

105 North Main Street

Walnut, Illinois 61376-0579

(815) 379-2141 8/07/96 s



Needs to improve record of meeting community credit needs.

An institution in this group needs to improve its overall record

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

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

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

eek Ending November 23, 1996

NAME OF BANK RATING EXAMINATION DATE
None.

J/ Subject to provisions of Community Reinvestment Act.
2/ Later of dates specified in newspaper and Federal Register notices.
3/ Date specified in newspaper notice; a later date may be specified in
the Federal Register notice.
4/ Date specified in Federal Register notice; a later date may be
specified in the newspaper notice.
N/A - Not Available



H.2

NOVEMBER 18, 1996 TO NOVEMBER 22, 1996

PAGE 10

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

COMPETITIVE FACTORS REPORTS

Dallas

Atlanta

Atlanta

First American Bank Texas, SSB, Bryan, Texas,
proposed acquisition of the assets and assumption
of the liabilities of branches at 504 North Mason,
Bowie, 315 South Avenue D, Burkburnett; 111 South
Main, Henrietta; 301 North Wall Street, Iowa Park;
2525 Kell Boulevard, Wichita Falls; 2949 Southwest
Parkway, Wichita Falls; 4150 Buffalo Gap Road,
Abilene; 1242 North 4th Street, Abilene; 3002 North
12th Street, Abilene; 301 Edwards, Merkle; and 3365
South 14th Street, Abilene, Texas, of Bank of
America Texas, N.A., Irving, Texas -- report on
competitive factors.

Submitted, November 22, 1996.

First American National Bank, Nashville, Tennessee,
proposed merger with Community First Bank,
Hartsville, Tennessee -- report on competitive
factors.

Submitted, November 20, 1996.

First Bank, Tallahassee, Florida, proposed merger
with First Interim Bank of Tallahassee -- report on
competitive factors.

Submitted, November 20, 1996.



Type
3(a)(3)

3¢a)(1)

3(a)3)

3a)

3(ay)

3(a)(5)

Federal Reserve Bank of Chicago

ion II - Applicati ubje
ister Noti

Applicati

F & M Bancorporation, Inc.*

Kaukauna, Wisconsin

Green County Bank
Brodhead, Wisconsin

Two Rivers Bank Holding Company*
Rock Valley, lowa

Rock Valley State Bank

Rock Valley, Iowa (in organization)

Panhandle Aviation, Inc.*
Carinda, lowa

National Bank of Iowa
Danison, Iowa

Mound City Financial Services, Inc. *
Platteville, Wisconsin

Mound City Bank

Platteville, Wisconsin

Independent Bancorp., Limited*
Little Chute, Wisconsin

Bank of Little Chute

Little Chute, Wisconsin

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

West Allis, Wisconsin

Ending Date_

FR - 11-18-96
NP - 11-18-96

FR - 11-29-96
NP - 11-29-96

FR - 12-03-96
NP eR

FR - 12-06-96
NP -**

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

FR - 12-20-96
NP - **


Type

3(a)3)

3(a)(1)

3(a)3)

3(a)()

3(a)(1)

3(a)(1)

Federal Reserve Bank of Chicago

Section II - Applicati: ibject

Ww

Register Notice Cont'd

licati

Salin Bancshares, Inc.*

Indianapolis, Indiana
Columbus Bancorp, Inc.
Indianapolis, Indiana
Columbus Bank and Trust Company
Columbus, Indiana

New Asia Bancorp*

Chicago, Illinois
NAB Bank
Chicago, Illinois

Pontiac Bancorp, Inc.*
Pontiac, Illinois
Bank of Dwight
Dwight, Illinois

Sun Community Bancorp, Ltd.*
Tucson, Arizona

Bank of Tucson

Tucson, Arizona

AmeriMark Financial Corporation. *
Oak Brook, Illinois

Duco Bancshares, Inc.

Villa Park, Illinois

Bank of Illinois in DuPage

Villa Park, Illinois

Barker Brothers, Inc.*

Springfield, Illinois
Middletown Bancorp, Inc.
Middletown, Illinois
Middletown State Bank
Middletown , Illinois
Latham Bancorp, Inc.
Latham, Illinois
State Bank of Latham
Latham, Illinois

a]

Comment Period

Ending Date

FR - 11-1-96
NP - 11-22-96

FR - 11-29-96
NP - 10-21-96

FR - 11-29-96
NP - 11-25-96

FR - **
NP - **

FR - 12-20-96
NP - 12-16-96

ER - 12-13-96
NP - **



H.2
NOVEMBER 18, 1996 TO NOVEMBER 22, 1996
PAGE 7

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

BANX HOLDING COMPANIES

Dallas Klein Bancshares of Delaware, Inc., Wilmington,
Delaware -- request for waiver of application to
acquire Klein Bank, Harris County Texas.

Granted, November 19, 1996.

Richmond MainStreet BankGroup, Martinsville, Virginia -- to
engage de novo in trust activities through
MainStreet Trust Company, N.A.
Permitted, November 18, 1996.

Minneapolis Norwest Corporation, Minneapolis, Minnesota -- to
acquire West Columbia National Bank, West Columbia,
Texas.

Approved, November 19, 1996.

Chicago Old Kent Financial Corporation, Grand Rapids,
Michigan -- to acquire Beaway Financial
Corporation, Saint Clair; Algonac Savings Bank,
Algonac; and Commercial and Savings Bank of St.
Clair County, Saint Clair, Michigan.
‘ Approved, November 20, 1996.

New York Royal Bank of Canada, Montreal, Quebec, Canada -- to
engage de novo through a subsidiary in lending
activities.

Permitted, November 22, 1996.

St. Louis South Central Bancshares, Inc., Russellville,
Kentucky -- to acquire Hopkins Bancorp, Inc.,
Wickliffe, Kentucky.
Approved, November 22, 1996.

Minneapolis United Community Bancshares, Inc., Eagan, Minnesota -
- to acquire Park Financial Corporation, St. Louis
Park, Minnesota.
Approved, November 19, 1996.



H.2

NOVEMBER 18, 1996 TO NOVEMBER 22, 1996

PAGE 6

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

BANK HOLDING COMPANIES

Chicago

Chicago

Chicago

Kansas City

Minneapolis

Kansas City

Philadelphia

Chicago

F & M Bancorporation, Inc., Kaukauna, Wisconsin, and
F & M Merger Corporation -- to acquire East Troy
Bancshares, Inc., East Troy, Wisconsin, and State
Bank of East Troy.

Approved, November 22, 1996.

Firstbank of Illinois Co, Springfield, Illinois --
notification of intent to purchase the assets of
Zemenick & Walker, Inc., St. Louis, Missouri, and
engage in investment advisory services.

Permitted, November 20, 1996.

Firstbank of Illinois Co., Springfield, Illinois --
notification of intent to purchase the assets of
Zemenick & Walker, Inc., St. Louis, Missouri, and
engage in investment advisory services.

Permitted, November 20, 1996.

FNBJ Company, Johnstown, Colorado -- to acquire First
National Bank of Johnstown.
Approved, November 20, 1996.

Frandsen Financial Corporation, Forest Lake,
Minnesota -- to acquire State Bank of Lonsdale,
Lonsdale, Minnesota.

Approved, November 21, 1996.

Fredonia State Bancshares, Inc., Fredonia, Kansas --
to acquire State Bank of Fredonia.
Approved, November 22, 1996.

Fulton Financial Corporation, Lancaster, Pennsylvania
-- to engage in community development activities
through an investment in a limited partnership.

Permitted, November 19, 1996.

Independence Bancshares, Inc., Independence, Iowa --
to acquire Southeast Security Bank, Mediapolis,
Towa.

Approved, November 18, 1996.



FEDERAL RESERVE BANK OF PHILADELPHIA

SECTION I - APPLICATIONS RECEIVED AND SUBJECT TO NEWSPAPER
NOTICE ONLY

NONE

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

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

Newspaper commemt period expires: N/Avail
Federal Register comment period expires: N/Avail

SECTION I - APPLICATIONS RECEIVED AND SUBJECT TO FEDERAL

REGISTER NOTICE ONLY

NONE

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

NONE



H.2

NOVEMBER 18, 1996 TO NOVEMBER 22, 1996

PAGE 9

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

COMPETITIVE FACTORS REPORTS

Dallas

Richmond

San Francisco

Dallas

Minneapolis

Minneapolis

Minneapolis

Kansas City

Charter Trust Company, N.A., Houston, Texas, proposed
merger with Southwest Guaranty Trust Company,
N.A, -- report on competitive factors.

Submitted, November 19, 1996.

Citizens Bank, Laurel, Maryland, proposed merger with
Citizens Bank of Washington, National Association,
Washington, D.C. -- report on competitive factors.

Submitted, November 18, 1996.

City National Bank, Beverly Hills, California,
proposed merger with Ventura County National Bank,
Oxnard; and Frontier Bank, National Association, La
Palma, California -- report on competitive
factors.

Submitted, November 21, 1996.

Commerce National Bank, College Station, Texas,
proposed merger with Compass Benk, Houston, Texas -
- report on competitive factors.

Submitted, November 19, 1996.

Community First National Bank, Little Falls,
Minnesota, and Community First National Bank,
Worthington, proposed merger with Community First
National Bank, Fergus Falls, Minnesota -- report on
competitive factors.

Submitted, November 20, 1996.

Community First National Bank, Dickinson, North
Daketa, proposed merger with Community First
National Bank, Fargo, North Dakota -- report on
competitive factors.

Submitted, November 20, 1996.

Community First State Bank, Vermillion, South Dakota,
proposed merger with Community First State Bank,
Redfield, South Dakota -- report on competitive
factors.

Submitted, November 22, 1996.

Emprise Bank, Wichita, Kansas, proposed merger with
Wichita Federal Savings and Loan Association --
report on competitive factors.

Submitted, November 21, 1996.



Federal Reserve Bank of Richmond
Secti ~ Availabili £ Publi 1 .

Week ending November 22, 1996

finiti e Rati

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

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

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

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

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

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

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

Examination
Date _ Rating

First Virginia Bank - Highlands
450 West Main Street
Covington, Virginia 24426-1554 7-8-96 Satisfactory
F & M Bank-Martinsburg
131 South Queen Street
Martinsburg, West Virginia 25401 8-19-96 Outstanding
The Pleasants County Bank
323 2nd Street
St. Marys, West Virginia 26170 8-20-96 Satisfactory



ANNOUNCEMENT

BOARD OF GOVERNORS

H.2, 1996, No. 47
Actions of the Board, its Staff, and
the Federal Reserve Banks;

OF THE Applications and Reports Received
FEDERAL RESERVE SYSTEM During the Week Ending November 23, 1996

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

BANK HOLDING COMPANIES

BOARD OPERATIONS

First Commercial Corporation, Little Rock, Arkansas,
Arvest Bank Group, Inc., Bentonville, Arkansas, TRH
Bank Group, Inc., Norman, Oklahoma, and TRH
Oklahoma, Inc., Norman, Oklahoma -- request for a
stay of the Board's approval of the applications to
acquire The Oklahoma National Bank of Duncan,
Duncan, Oklahoma.

Denied, November 20, 1996.

R. Banking Limited Partnership, Oklahoma City,
Oklahoma -- request to be treated as a qualified
family partnership under the Bank Holding Company
Act.

Approved, November 20, 1996.

South Central Texas Bancshares Inc., Flatonia,

Texas -- to acquire Fayette Savings Association, La
Grange, Texas.
Approved, November 18, 1996.

Union Planters Corporation, Memphis, Tennessee, and
Capital Bancorporation, Inc. -- request for review
or delay of approval by the Federal Reserve Bank of
St. Louis of the application to acquire Financial
Bancshares, Inc.

Denied, November 22, 1996.

Budget for 1997.
Approved, November 20,. 1996.

Freedom of Information -- publication in the Federal
Register of an interim rule providing for an
increase in the fees for responding to FOI requests
(Docket R-0946).

Approved, November 20, 1996.



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 11/22/96

Section I - Applications Subject to Newspaper Notice Only

Application Comment Period Ending Date
Towne Bancorp, Inc., to become a bank Newspaper: 12/03/96

holding ompany by acquiring Towne Bank,
both of Woodinville, Washington. *

Silicon Valley Bank, Santa Clara, Newspaper: 12/02/96
California, to convert an existing loan

producation office into a branch office,

located at 5414 Oberline Drive, San Diego,

California. *

Section I] - Applications Subject to Both
Newspaper and Federal Register Notice

Great Basin Financial Corporation, Elko, Nevada, Newspaper: Not available
to become a bank holding company by acquiring
Great Basin Bank of Nevada, Elko, Nevada. * Fed. Reg.: 12/19/96

Section III -Applications Subject to Federal Register Only

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

* Subject to CRA.



H.2

NOVEMBER 18, 1996 TO NOVEMBER 22, 1996

PAGE 12

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

COMPETITIVE FACTORS REPORTS

Dallas

Dallas

St. Louis

Dallas

St. Louis

Dallas

Atlanta

International Bank of Commerce, Laredo, Texas,
proposed purchase of the assets and assumption of
the liabilities of branches at 200 East Mulberry,
Angleton; 1206 North Brazosport Boulevard,
Freeport; 212 That Way, Lake Jackson; 4601 Avenue
H, Suite 1, Rosenberg; and 2501 Palmer Highway,
Texas City, Texas, of Bank of America Texas, N;A.,
Irving, Texas -- report on competitive factors.

Submitted, November 21, 1996.

Norwest Bank Texas, Kelley Field, N.A., San Antonio,
Texas, proposed merger with Norwest Bank Texas,
South, N.A. -- report on competitive factors.

Submitted, November 19, 1996.

Omni Bank, Pontoon Beach, Illinois, proposed merger
with OFC Interim Bank, Pontoon Beach, Illinois --
report on competitive factors.

Submitted, November 21, 1996.

Secured Trust Bank, Tyler, Texas, proposed purchase
of assets and assumption of liabilities of a branch
of Bank of America Texas, N.A., Irving, Texas, at
1909 South Broadway -- report on competitive
factors.

Submitted, November 19, 1996.

Security Bank of Amory, Amory, Mississippi, proposed
merger with Amory Interim Bank -- report on
competitive factors.

Submitted, November 19, 1996.

Texas Bank, Weatherford, Texas, proposed acquisition
of the assets and assumption of the liabilities of
eleven branches of Bank of America Texas, N.A.,
Irving, Texas -- report on competitive factors.

Submitted, November 20, 1996.

United Bank of Pike, Zebulon, Georgia, proposed
merger with United Bank, Barnesville, Georgia --
report on competitive factors.

Submitted, November 20, 1996.



H.2

NOVEMBER 18, 1996 TO NOVEMBER 22, 1996

PAGE 11

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

COMPETITIVE FACTORS REPORTS

Chicago

Chicago

Kansas City

Chicago

Minneapolis

Atlanta

Chicago

First Mid-Illinois Bank & Trust, National
Association, Mattoon, Illinois, proposed purchase
of certain assets and assumption of the liabilities
of the Charleston branch of First of America Bank-
Tllinois, National Association, Bannockburn,
Illinois -- report on competitive factors.

Submitted, November 22, 1996.

First Mutual Bank, S.B., Decatur, Illinois, proposed
purchase of the assets and assumption of the
liabilities of the Lincoln, Taylorville, and
Pontiac, Illinois, branches of First of America
Bank-Illinois, National Association, Bannockburn,
Illinois -- report on competitive factors.

Submitted, November 22, 1996.

First National Bank, Fort Collins, Colorado, proposed
acquisition of the assets and assumption of the
liabilities of Union Colony Bank, Greeley, Colorado
-- report on competitive factors.

Submitted, November 21, 1996.

First National Bank in Le Mars, Iowa, Le Mars, Iowa,
proposed merger with Interim First National Bank,
Le Mars, Iowa -- report on competitive factors.

Submitted, November 21, 1996.

First National Interim Bank of the Lakes, Navarre,
Minnesota, proposed merger with First National Bank
of the Lakes -- report on competitive factors.

Submitted, November 20, 1996.

FirstMerit Bank, N.A., Clearwater, Florida, proposed
merger with SouthTrust Bank of Florida, N.A., St.
Petersburg, Florida -- report on competitive
factors.

Submitted, November 18, 1996.

Harlan National Bank, Harlan, Iowa, proposed merger
with First National Bank, Missouri Valley; and
Citizens National Bank, Avoca, Iowa -- report on
competitive factors.

Submitted, November 18, 1996.



FEDERAL RESERVE BANK OF DALLAS APPLICATIONS BULLETIN
APPLICATIONS AND NOTIFICATIONS FILED DURING THE WEEK OF NOVEMBER 18, 1996

SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER
NOTICE ONLY

APPLICATION NOTICE EXP

*Section 18(c) application received from

Texas Bank, Weatherford, TX, to acquire through a

purchase and assumption transaction certain assets

and liabilities of 8 branches of Bank of America,

Texas, N.A., Irving, TX 96/11/09

*Section 9 application from Texas Bank, Weatherford, TX,
to establish 8 branches at the following locations: 96/11/09

Benbrook Branch
9200 Highway 377 South
Benbrook, TX 76126

Crowley Branch
301 E. Main Street
Crowley, TX 76036

Hillsboro Branch
300 Elm
Hillsboro, TX 76645

Burleson Branch
100 N.W. Renfro Street
Burleson, TX 76028

Glen Rose Branch
609 Southwest Big Bend
Glen Rose, TX 76043

Weatherford Branch
139 College Park Drive
Weatherford, TX 76086

Cleburne Branch
1671 W. Henderson
Cleburne, TX 76031

Granbury Branch
702 W. Pearl
Granbury, TX 76048

(Previously reported during the week of 9-30-96)



Type
3(a)3)

3(a)(3)

3(a)3)

Federal Reserve Bank of Chicago

iT - icati j Ws

>

oe

Columbus Bancorp, Inc.*
Indianapolis, Indiana

Salin Bank and Trust Company
Indianapolis, Indiana

Old Kent Financial Corporation*

Grand Rapids, Michigan

Old Kent Bank, National Association (in organization)
Jonesville, Michigan

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

Comment Period

Ending Date

FR - 11-1-96
NP - 11-22-96

FR - 12-20-96
NP - **

FR - **
NP - **



SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS
FOR THE WEEK OF NOVEMBER 18, 1996

Outstanding record of meeting community credit needs.

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

Satisfactory record of meeting community credit needs.

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

Needs to Improve record of meeting community credit needs.

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

Substantial Noncompliance in meeting community credit needs.

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

Date of
Bank Examination CRA Rating

None.



Type

3(a)(3)

CoC-HC

3(a)3)

3(a)(1)

CoC-HC

Federal Reserve Bank of Chicago

i = i i i =
Section IL—Apolications Subject to Boll Newspaper and Federal ister Notice Cont'd

we

Wintrust Financial Corporation*
Wilmette, Illinois

Barrington Bank & Trust Company, National Association

Barrington, Illinois (in organization)

MWA Bancorporation
Estherville, lowa
By Greg J. Currell

FBOP Corporation*

Oak Park, Illinois

SDNB Financial Corp.
San Diego, California
San Diego National Bank
San Diego, California

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

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

Comment Period

Ending Date

FR - 11-29-96
NP - 11-25-96

FR - 12-03-96
NP - *#

FR - 11-18-96
NP - 11-22-96

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

FR - 12-12-96
NP - **



H.2

NOVEMBER 18, 1996 TO NOVEMBER 22, 1996

PAGE 8

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

CHANGE IN BANK CONTROL

Minneapolis

San Francisco

Secretary

Kansas City

San Francisco

Big Sky Holding Company, Stanford, Montana -- change
in bank control.
Permitted, November 20, 1996.

Cerritos Valley Bancorp, Norwalk, California --
change in bank control.
Permitted, November 19, 1996.

First United Bancshares, Inc., El Dorado, Arkansas --
change in bank control.
Permitted, November 20, 1996.

Miners Bancshares, Inc., Frontenac, Kansas -- change
in bank control.
Permitted, November 20, 1996.

Palm Desert Investments, Palm Desert, California --
change in bank control.
Permitted, November 21, 1996.

COMPETITIVE FACTORS REPORTS

Atlanta

San Francisco

Boston

St. Louis

Allied Bank of Georgia, Thomason, Georgia, proposed
merger with Bank of Stapleton, Stapleton, Georgia -
- report on competitive factors.

Submitted, November 20, 1996.

American West Bank, Encino, California, proposed
merger with The Bank of Les Angeles, Los Angeles,
California -- report on competitive factors.

Submitted, November 21, 1996.

Berkshire County Savings Bank, Pittsfield,
Massachusetts, proposed merger with Great
Barrington Savings Bank, Great Barrington,
Massachusetts -- report on competitive factors.

Submitted, November 19, 1996.

Casey County Bank, Inc., Liberty, Kentucky, proposed
purchase of certain assets and assumption of
certain liabilities of the Liberty branch of Great
Financial Bank, FSB, Louisville, Kentucky -- report
on competitive factors.

Submitted, November 19, 1996.



AVAILABILITY OF CRA PUBLIC EVALUATIONS
(November 22, 1996)

The following state member banks have been examined by the Federal Reserve Bank of
Cleveland for compliance with The Community Reinvestment Act. A public evaluation document
became available from the bank(s) listed below during the week ended November 22, 1996. If
you are interested in obtaining a copy of an evaluation document, please contact the bank(s)
directly.

There are four descriptive ratings for CRA:

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

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

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

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

NONE



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section I - Applications Subject to

Newspaper Notice Only
Comment Period
licati Ending D
Crow River State Bank, Delano, Minnesota, December 4, 1996

to establish a branch in Mound, Minnesota. *
* Subject to CRA

FEDERAL RESERVE BANK OF MINNEAPOLIS
Section II - Applications Subject to Both

Newspaper and Federal Register Notice
Comment Period
Application Ending Date
Walker Ban Co., Walker, Minnesota, for prior approval to December 12, 1996
acquire 100% of the voting shares of the Pequot Area (Federal Register)

Bancorporation, Inc., Pequot Lakes, Minnesota. *

Michael and Cindy Schneider to acquire control of 100% of December 6, 1996
the voting shares of Elkton Bancshares, Inc., Elkton, Minnesota. (Federal Register)
Otto Bremer Foundation and Bremer Financial Corporation, both December 23, 1996
of St. Paul, Minnesota for prior approval to acquire 100% of (Federal Register)
the voting shares of the First American Bank, N.A., Moorhead,

Minnesota. *

* Subject to CRA

FEDERAL RESERVE BANK OF MINNEAPOLIS
’ Section III - Applications Subject

to Federal Register Notice Only

Comment Period

Application Ending Date _
NONE.



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section IV - Applications Not Subject to
Federal Register Notice or Newspaper Notice

scati

Underwood Bancshares, Inc., Underwood, Minnesota,
to redeem 50.2% of its voting shares.

Security State Bancshares of Bemidji, Inc., Bemidji, Minnesota,
to redeem 100% of its preferred shares.



ed

i

ve

B.

an:

Applications Bulletin for Week Ending November 22, 1996

Approval Date



H.2

NOVEMBER 18, 1996 TO NOVEMBER 22, 1996

PAGE 4

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

BANK BRANCHES, DOMESTIC

Dallas

Dallas

Dallas

Dallas

San Francisco

BANK HOLDING COMPANIES

Chicago .

Texas Bank, Weatherford, Texas -- to establish a
branch at 301 East Main Street, Crowley, Texas.
Approved, November 20, 1996.

Texas Bank, Weatherford, Texas -- to establish a
branch at 139 College Park Drive, Weatherford,
Texas.

Approved, November 20, 1996.

Texas Bank, Weatherford, Texas -- to establish a
branch at 1671 West Henderson, Cleburne, Texas.
Approved, November 20, 1996.

Texas Bank, Weatherford, Texas -- to establish a
branch at 702 West Pearl, Granbury, Texas.
Approved, November 29, 1996.

Valley Bank of Arizona, Phoenix, Arizona -- to
establish a branch at 3001 East Camelback Road,
Phoenix, Arizona.

Approved, November 18, 1996.

Anita Bancorporation, Newton, Iowa - notification of

intent to repurchase interest in Rolling Hills

Insurance Agency, L.C., Atlantic, Iowa, a limited

liability company.
Permitted, November 19, 1996.



SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS
FOR THE WEEK OF NOVEMBER 18, 1996

Outstanding record of meeting community credit needs.

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

Satisfactory record of meeting community credit needs.

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

Needs to Improve record of meeting community credit needs.

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

Substantial Noncompliance in meeting community credit needs.

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

Date of
Examination CRA Rating

ico
ry
>
a

None.



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

APPLICATION ** NOTICE EXP

*Section 3(a)(3) application by

First Pecos Bancshares, Inc., Midland, TX, to

acquire First National Bank of Fort Stockton,

Fort Stockton, TX N/A

*Section 3(a)(3) application by

Central Texas Bankshare Holdings, Inc., Columbus, TX,

to acquire Hill Bancshares Holdings, Inc., Weimar, TX,

Hill Bancshares, Inc., Wilmington, DE, and Hill Bank &

Trust Company, Weimar, TX 96/12/16

*Section 3(a)(3) application by

Colorado County Investment Holdings, Inc., Wilmington, DE,

to acquire Hill Bancshares Holdings, Inc., Weimar, TX,

Hill Bancshares, Inc., Wilmington, DE, and Hill Bank &

Trust Company, Weimar, TX 96/12/16

Change in Control Notice by

James R. Bruton, De Leon, TX, to acquire an interest in

F&M Bancshares, Inc., De Leon, TX 96/12/11
(Previously reported during the week of 11-11-96)

*Section 3(a)(1) application by

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

Hickory Hill Delaware Financial Corporation, Dover, DE,

and The First State Bank of Avinger, Avinger, TX N/A

*Section 3(a)(1) application by
Hickory Hill Delaware Financial Corporation, Dover, DE,
to acquire The First State Bank of Avinger, Avinger, TX N/A

SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER
NOTICE ONLY

APPLICATION NOTICE EXP

None.



H.2 ADDITIONS AND CORRECTIONS
NOVEMBER 18, 1996 TO NOVEMBER 22, 1996
PAGE 15

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

REGULATIONS AND POLICIES

Truth in Lending -- report to the Congress on whether
existing rules provide adequate protections for
consumers obtaining home-equity credit.

Approved, November 7, 1996.



FEDERAL RESERVE BANK OF NEW YORK

Comment Period

Ending Date
SECTION I

Applications Subject to Newspaper
Notice Only

None.

SECTION II

Applications Subject to Both
Newspaper and Federal Register Notice

None.

SECTION II

Nonbanking Applications
ubject to Fede egist otice Onl

The Fuji Bank, Ltd., Tokyo, Japan, to engage through its
subsidiary, Heller Financial, Inc., Chicago, Illinois, in community
development activities. 12/10/96

Bayerische Vereinsbank, Munich, Germany, to engage through
its subsidiary, VB Risk Management Products Inc., New York,
New York, in certain swaps-related activities. N/A

SEC IN TV

Applications Not Involving
Public Comment

None.
SECTION V
Availability of CRA Public Evaluations

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

Outstanding record of meeting community credit needs.

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

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

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

Satisfactory record of meeting community credit needs.

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



H.2
NOVEMBER 18, 1996 TO NOVEMBER 22, 1996
PAGE 3

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

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

BANK BRANCHES, DOMESTIC

San Francisco Bank of America Nevada, Las Vegas, Nevada -- to
establish mobile branch courier services in the
counties of Carson City, Churchill, Clark, Douglas,
Elko, Lander, Lincoln, Mineral, Storey, Washoe, and
White Pine, Nevada.

Approved, November 22, 1996.

Chicago Bloomingdale Bank & Trust, Bloomingdale, Illinois --
to establish a branch at 104 South Main Street,
Park Ridge, Illinois.
Approved, November 18, 1996.

Richmond Crestar Bank, Richmond, Virginia -- to establish an
electronic funds transfer facility in the Fort Lee
Main Exchange Shopping Center, Fort Lee, Virginia.

Approved, November 20, 1996.

Cleveland Fifth Third Bank, Cincinnati, Ohio -- to establish a
. branch at 12164 Lebanon Road.
Approved, November 20, 1996.

Cleveland Fifth Third Bank, Cincinnati, Ohio -- to establish a
branch at 5467 Cedar Village Drive, Mason, Ohio.
Approved, November 20, 1996.

Dallas Texas Bank, Weatherford, Texas -- to establish a
branch at 100 Northwest Renfro Street, Burleson,
Texas.

Approved, November 20, 1996.

Dallas Texas Bank, Weatherford, Texas -- to establish a
branch at 609 Southwest Big Ben, Glen Rose, Texas.
Approved, November 20, 1996.

Dallas Texas Bank, Weatherford, Texas -- to establish a
branch at 300 Elm, Hillsboro, Texas.
Approved, November 20, 1996.

Dallas Texas Bank, Weatherford, Texas -- to establish a
branch at 9200 Highway 377, Benbrook, Texas.
Approved, November 20, 1996.



FEDERAL RESERVE BANK OF ST. LOUIS

FOR THE WEEK ENDING NOVEMBER 22, 1996

Outstanding record of meeting community credit needs

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

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

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

Substantial noncompliance in meeting community credit needs
An institution in this group has a substantially deficient record of ascertaining and helping to meet

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

Name of Bank Bank Address Examination Date | Examination Rating

State Bank of Farina Farina, Illinois 8/21/96 Satisfactory
Peoples Bank & Trust Greensburg, Kentucky 8/5/96 Satisfactory



Federal Reserve Bai of Atlanta
Applications Bu tin for Week Endi Nove r22 6

Section 1 - Applications Subject to Newspaper Notice Onl

Application Comment Period Ending Date
SunTrust Bank 11-02-96*

Atlanta, Georgia
To establish a branch located at 113 Joel Cowan Highway, Peachtree City, Georgia.

ection 2 - Applications Subject to Both
Newspaper and Federal Register Notice

Application Comment Period Ending Date
Th Bancshares, Inc. Not yet available*

Jennings, Louisiana
1-BHC formation, Th Bank, Jennings, Louisiana.

Section 3 - Applications Subject to Federal Register Only

Comment Period Ending Date

None.
Section 4 - Applications Not Subject to
Federal Register Notice cr Newspaper Notice
Application

Citizens Community Bancorp, Inc.
Marco Island, Florida
To engage in making, acquiring, or servicing loans or other extensions of credit,

pursuant to Section 225.25(b) (1) of Regulation Y and Section 4(c) (8) of the Bank
Holding Company Act.

Button Gwinnett Financial Corp.
Lawrenceville, Georgia
Commitment waiver request.

*Subject to provisions of the Community Reinvestment Act.



H.2

NOVEMBER 18, 1996 TO NOVEMBER 22, 1996

PAGE 2

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

ENFORCEMENT

REGULATIONS AND POLICIES

SECURITIES REGULATION

Arab American Bank, New York, New York -- written
agreement dated October 31, 1996, with the Federal
Reserve Bank of New York.

Announced, November 18, 1996.

Nippon Credit Bank, Ltd., Tokyo, Japan (New York
Branch) -- cease and desist order and order of
assessment of civil money penalty against Thomas P.
Rogers, a former chief foreign exchange trader and
institution-affiliated party of the New York
Branch.

Announced, November 18, 1996.

Reserves -- amendment to Regulation D to decrease
from $52 million to $49 million in net transaction
accounts to which a 3 percent reserve requirement
will apply in 1997; to change the amount of
reservable liabilities of each depository
institution that is subject to a reserve
requirement of zero percent; and to increase the
deposit reporting cutoff level for 1997 (Docket R-
0945).

Announced, November 21, 1996.

Regulations G, T, and U -- interpretation of the
margin regulations in light of amendments to the
Board's margin authority made by the Markets
Improvement Act (Docket R-0943); and request for
comment to implement amendments to the Securities
Exchange Act (Docket R-0944).

Approved, November 20, 1996.



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 11/22/96
Section I - Applications Subject to Newspaper Notice Only

Application Comment Period Ending Date
Towne Bancorp, Inc., to become a bank Newspaper: 12/03/96

holding ompany by acquiring Towne Bank,
both of Woodinville, Washington. *

Silicon Valley Bank, Santa Clara, Newspaper: 12/02/96
California, to convert an existing loan

‘producation office into a branch office,

located at 5414 Oberline Drive, San Diego,

California. *

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

Great Basin Financial Corporation, Elko, Nevada, Newspaper: Not available
to become a bank holding company by acquiring
Great Basin Bank of Nevada, Elko, Nevada. * Fed. Req.: 12/19/96

Section II] -Applications Subject to Federal Register Only

None
Section IV - Applications Not Subject to Federal Register Notice
or_Newspai Notic
None

ubject to CRA.



Type

4(c)(8)

4(c)(8)

Federal Reserve Bank of Chicago

It - icati jec al ister
Notice Only cont’d
Comment Period
Application Ending Date
AmeriMark Financial Corporation FR - 12-20-96

Oak Brook, Illinois
Banill Corporation
Villa Park, Minois

Heartland Financial USA, Inc. FR - 12-13-96
Dubuque, Iowa

Tri-State Community Credit Corp.

Dubuque, Iowa



Federal Reserve Bank of Kansas City

Satisfactory record of meeting community credit needs

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

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

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

CRA Public CRA
Bank/Location Exam Date —Date_ —Rating _
First State Bank of Hotchkiss 08/24/96 11/19/96 Outstanding

P.O. Box 38
Hotchkiss, Colorado 81419-0038

*Application is subject to CRA.



Federal Reserve Bank of Chicago

ject to

ion I - Applicati
Notice Only
Comment Period
NP - 12-5-96

Type
Branch Lake Forest Bank & Trust Company
Lake Forest, Illinois
911 South Telegraph Road

Lake Forest, Illinois
NP - 12-4-96

Branch First American Bank
Carpentersville, Illinois

80 Stratford, Square
Bloomingdale, Illinois
NP - 12-4-96

Branch First American Bank
Carpentersville, Illinois

33 South Rand Road
Lake Zurich, Illinois
NP - 11-20-96

3(a)(1) Notice St. Cloud Bancshares, Inc.
St. Cloud, Wisconsin
State Bank of St. Cloud
St. Cloud, Illinois

First American Bank of Kankakee

Branch
Kankakee, Illinois
6200 West 95th Street

Oak Lawn, Illinois

NP - 11-29-96

NP - 12-4-96

Branch First American Bank
Joliet, Illinois
U.S. Route 30 and Mall Loop Drive

Joliet, Illinois

NP - Newspaper
FR - Federal Register
* - Subject to Provisions of Community Reinvestment Act

** - Not available at this time


H.2

NOVEMBER 18, 1996 TO NOVEMBER 22, 1996

PAGE 13

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS

UNDER DELEGATED AUTHORITY

COMPETITIVE FACTORS REPORTS

Atlanta

Secretary

San Francisco

EXTENSIONS OF TIME

Boston

New York

United Bank of Pike, Zebulon, Georgia, proposed

merger with United Bank of Griffin, Griffin,
Georgia -- report on competitive factors.
Submitted, November 20, 1996.

U.S. Savings Bank of Washington, Bellingham,
Washington, proposed merger with U.S. Bank of
Washington, N.A., Seattle, Washington -- report on
competitive factors.

Submitted, November 21, 1996.

Washington Trust Bank, Spokane, Washington, proposed
merger with Northern State Bank, Coeur d'Alene,
Idaho -- report on competitive factors.

Submitted, November 21, 1996.

Assabet Valley Bancorp, Hudson, Massachusetts --
extension to acquire Hudson Savings Bank.
Granted, November 22, 1996.

Investors Bancorp MHC, Millburn, New Jersey, and
Investors Bancorp, Inc. -- extension to January 15,
1997, to acquire Investors Savings Bank.

Granted, November 21, 1996.

Macon Bancorp, Franklin, North Carolina -- extension
to February 28, 1997, to acquire Macon Savings
Bank, SSS, Franklin, North Carolina.

Granted, November 20, 1996.



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 11/22/96
Section V - Availability of CRA Public Evaluations

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

Institution Location Examination Date Rating*
None

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

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

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

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

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

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



FEDERAL RES:

TIO

ERVE BANK OF BOSTON APPLICATIONS

= ATION: qT

NEWSPAPER NOTICE ONLY

SECTION IT

commen: i E

NONE

- APPLICATIONS SUBJECT TO BOTH

NEWSPAPER AND FEDERAL REGISTER NOTICE

Application

BostonFed Bancorp,Inc.,

Peri Endin

Newspaper 12-19-96

Burlington, Massachusetts -

3 (a) (1) /4(c) (8) application Federal Register 12-20-96
to acquire Broadway Capital

Corp., Chelsea, MA and
retain Boston Federal

to

Savings Bank, Burlington,

Massachusetts*

SECTION III - APPLICATIONS SUBJECT TO

EF EGISTER ONL:
Application Com iod
NONE
V_- PLICATIO) Ss ECT.
RE! NEWSP. ICE
i .
NONE
V_- AV; ILITY U) WV. ATI.
Institution Examination Date i
NONE

*Subject to CRA.

**Rating Definitions: “
‘N” - Needs to Improve;

Oo” - Outstanding; "“S” - Satisfactory;
“SN” - Substantial Noncompliance.

ek

t