Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 27

Week Ending July 4, 1998

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions June 28, 1998 to July 4, 1998

Bank Holding Companies

Union Bank of Switzerland, Basel, Switzerland, and Swiss Bank Corporation, 

Zurich, Switzerland -- request for reconsideration of the merger of the two 

organizations.

- Denied, June 30, 1998 

Forms

Ongoing Intermittent Survey of Households (FR 3016) -- extension, without revision.

- Approved, July 2, 1998 

Survey of Small Business Finances (FR 3044) -- implementation of a new 

information collection report.

- Approved, June 17, 1998 (AC)

Regulations And Policies

Credit risk management -- additional guidance to assist bank examiners in their 

evaluations of the quality of credit risk management processes of banking 

organizations.

- Published, June 30, 1998 

Federal Home Loan Banks -- request for a determination that Federal Home Loan 

Banks are financial institutions for netting purposes.

- Granted, July 2, 1998 

(AC) = Addition or Correction Board - Page 1 of 1
June 28, 1998 to July 4, 1998

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

International Fiance

Office of Staff Director for Management

H.2 Actions under delegated authority

Bank Branches, Domestic

BancFirst, Oklahoma City, Oklahoma -- to establish a branch at 2320 S. Broadway 

Extension, Edmond, Oklahoma.

- Approved, June 29, 1998 

Kansas City

Byron State Bank, Byron Center, Michigan -- to establish a branch at 4601 134th 

Avenue, Suite C, Hamilton, Michigan.

- Approved, June 29, 1998 (AC)

Chicago

ChoiceOne Bank, Sparta, Michigan -- to establish a branch at 3527 Alpine NW, 

Alpine Township, Michigan.

- Approved, June 26, 1998 (AC)

Chicago

ChoiceOne Bank, Sparta, Michigan -- to establish a branch at 565 S. State Street.

- Approved, June 26, 1998 (AC)

Chicago

Johnson Bank, Racine, Wisconsin -- to establish a branch at Grand Cayman, Cayman 

Islands.

- Approved, July 1, 1998 

Chicago

Mercantile Bank of Western Iowa, Des Moines, Iowa -- to establish a temporary 

branch at the Clay County Fair from September 12 to 20, 1998.

- Approved, June 29, 1998 

Chicago

Ohio Bank, Findlay, Ohio -- to establish a mobile branch at its Chagrin Falls, Ohio, 

branch.

- Approved, July 3, 1998 

Cleveland

(AC) = Addition or Correction Delegated - Page 1 of 12
H.2 Actions under delegated authority June 28, 1998 to July 4, 1998

Bank Branches, Domestic

Union Bank and Trust Company, Bowling Green, Virginia -- to establish a branch at 

6110 Mechanicsville Turnpike, Mechanicsville, Virginia.

- Approved, July 3, 1998 

Richmond

Bank Holding Companies

Albert J. Ortte Family Limited Partnership, Metairie, Louisiana -- to become a bank 

holding company by retaining shares of Metairie Bank & Trust Company.

- Approved, July 2, 1998 

Atlanta

Arizona Bancshares, Inc., Flagstaff, Arizona -- to acquire First State Bank (in 

organization).

- Approved, July 1, 1998 

San Francisco

BB&T Corporation, Winston-Salem, North Carolina -- to acquire W. E. Stanley & 

Company, Inc., Greensboro, North Carolina; Corporate Group Services, Inc.; and 

Corporate Compensation Plans of N.C., Inc.

- Approved, June 29, 1998 

Richmond

Ceresco Bancorp, Ceresco, Nebraska -- to acquire CerescoBank.

- Approved, July 2, 1998 

Kansas City

Commerce Bancorp, Inc., Cherry Hill, New Jersey -- modification of a commitment 

made in connection with its notice to acquire A.H. Williams & Co., Inc., 

Philadelphia, Pennsylvania, and engage in a variety of securities-related activities.

- Granted, June 29, 1998 

Director, BS&R

Credit Suisse Group, Zurich, Switzerland -- request for relief from a commitment.

- Approved, June 29, 1998 

Director, BS&R

(AC) = Addition or Correction Delegated - Page 2 of 12
H.2 Actions under delegated authority June 28, 1998 to July 4, 1998

Bank Holding Companies

Farmers Bancshares, Inc., Hardinsburg, Kentucky -- to acquire shares of Leitchfield 

Deposit Bancshares, Inc., Leitchfield, Kentucky; Leitchfield Bancshares Insurance, 

Inc.; and Leitchfield Deposit Bank & Trust Company.

- Approved, June 30, 1998 

St. Louis

Gold Banc Corporation, Inc., Leawood, Kansas, and Gold Banc Acquisition 

Corporation II, Inc. -- to acquire Tri-County Bancshares, Inc., Linn, Kansas.

- Approved, July 3, 1998 

Kansas City

Heartland Financial USA, Inc., Dubuque, Iowa -- to acquire Arrow Motors, Inc., 

Milwaukee, Wisconsin, d/b/a Lease Associates Group.

- Approved, June 29, 1998 

Chicago

JeffBanks, Haverford, Pennsylvania -- to acquire Regent Bancshares Corp., 

Philadelphia, Pennsylvania.

- Approved, July 2, 1998 

Philadelphia

Larch Bancorporation, Inc., Larchwood, Iowa -- to acquire Exchange State 

Bancorporation, Inc., Hills, Minnesota, and Exchange State Bank.

- Approved, July 3, 1998 

Chicago

Northwest Bancorp, MHC, Warren, Pennsylvania, and Northwest Bancorp, Inc. -- 

request for relief from a commitment made in connection with its application to 

acquire Corry Savings Bank, Corry, Pennsylvania.

- Granted, June 29, 1998 

Director, BS&R

Norwest Corporation, Minneapolis, Minnesota -- to acquire certain assets and 

assume certain liabilities of Fidelity Funding, Inc., Dallas, Texas, and engage in 

consumer lending.

- Permitted, June 30, 1998 

Secretary

(AC) = Addition or Correction Delegated - Page 3 of 12
H.2 Actions under delegated authority June 28, 1998 to July 4, 1998

Bank Holding Companies

Norwest Corporation, Minneapolis, Minnesota -- to acquire Little Mountain 

Bancshares, Inc., Monticello, Minnesota, and acquire control of First National Bank 

of Monticello.

- Approved, July 1, 1998 

Secretary

Plymouth Bancorp, Inc., Wareham, Massachusetts -- to become a mutual bank 

holding company through reorganization of Plymouth Savings Bank.

- Approved, June 30, 1998 

Boston

Republic Bancshares, Inc., St. Petersburg, Florida -- to acquire Lochaven Federal 

Savings and Loan Association, Winter Park, Florida, and engage in operating a 

savings association.

- Approved, July 3, 1998 

Atlanta

San Juan Bank Holding Company, Friday Harbor, Washington -- to acquire Islanders 

Bank.

- Approved, July 1, 1998 

San Francisco

Security Bank Holding Company, Coos Bay, Oregon, and Security Bank Holding 

Company Employee Stock Ownership Plan -- to acquire McKenzie State Bank, 

Springfield, Oregon.

- Approved, July 2, 1998 

San Francisco

Whitney Holding Corporation, New Orleans, Louisiana -- to merge with First 

National Bancorp of Greenville, Inc., Greenville, Alabama, and acquire The First 

National Bank of Greenville.

- Approved, July 1, 1998 

Atlanta

Withee Bank Shares, Inc., Withee, Wisconsin -- to engage in real estate activities 

through acquisition of Community Real Estate Agency, Owen, Wisconsin.

- Approved, June 29, 1998 

Chicago

(AC) = Addition or Correction Delegated - Page 4 of 12
H.2 Actions under delegated authority June 28, 1998 to July 4, 1998

Bank Mergers

Citizens Banking Company, Salineville, Ohio -- to merge with The First National 

Bank of Chester, Chester, West Virginia, and establish a branch.

- Approved, July 3, 1998 

Cleveland

Commercial Bank, Delphos, Ohio -- to merge with Delphos Interim Bank.

- Approved, July 2, 1998 

Cleveland

Hanover Bank, Mechanicsville, Virginia -- to merge with Regency Bank, Richmond, 

Virginia, and First Community Bank, Forest, Virginia.

- Approved, July 2, 1998 

Richmond

Banks, Nonmember, And Miscellaneous Institutions

Citibank, FSB, San Francisco, California -- relocation of master account to the 

Federal Reserve Bank of Chicago.

- Permitted, June 30, 1998 

Secretary

Farmers Bank of Northern Missouri, N.A., Centerville, Iowa -- relocation of master 

account to the Federal Reserve Bank of Kansas City.

- Permitted, June 30, 1998 

Secretary

National Semiconductor Federal Credit Union, Sunnyvale, California -- 

deregistration pursuant to Regulation U.

- Approved, June 29, 1998 

San Francisco

Probusiness Services, Inc., Pleasanton, California -- deregistration pursuant to 

Regulation U.

- Approved, June 29, 1998 

San Francisco

(AC) = Addition or Correction Delegated - Page 5 of 12
H.2 Actions under delegated authority June 28, 1998 to July 4, 1998

Banks, State Member

Bank of Cushing and Trust Company, Cushing, Oklahoma -- to acquire certain assets 

and assume certain liabilities of the Cushing, Oklahoma, branch of BancFirst, 

Oklahoma City, Oklahoma, and to establish a branch at the location of the Cushing 

branch.

- Approved, June 29, 1998 

Secretary

Citizens First Bank, El Dorado, Arkansas -- payment of a dividend.

- Approved, July 1, 1998 

St. Louis

Change In Bank Control

Valley National Corporation, Lanett, Alabama -- change in bank control.

- Permitted, July 3, 1998 

Atlanta

Winter-Park Bancshares, Inc., Cameron, Wisconsin -- change in bank control.

- Permitted, June 29, 1998 

Minneapolis

Competitive Factors Reports

Allegiant Bank, St. Louis, Missouri -- report on competitive factors of the proposed 

merger with Allegiant Bank, F.S.B.

- Submitted, July 2, 1998 

St. Louis

Anchor Bank, Myrtle Beach, South Carolina -- report on competitive factors of the 

proposed merger with Bank of Charleston, National Association, Charleston, South 

Carolina, and Bank of Columbia, N.A., Columbia, South Carolina.

- Submitted, July 2, 1998 

Richmond

Anchor Bank, Myrtle Beach, South Carolina -- report on competitive factors of the 

proposed merger with First National South, Marion, South Carolina.

- Submitted, July 2, 1998 

Richmond

(AC) = Addition or Correction Delegated - Page 6 of 12
H.2 Actions under delegated authority June 28, 1998 to July 4, 1998

Competitive Factors Reports

Athens First Bank and Trust Company, Athens, Georgia -- report on competitive 

factors of the proposed merger with Bank of Georgia, Watkinsville, Georgia.

- Submitted, July 1, 1998 

Atlanta

Bangor Savings Bank, Bangor, Maine -- report on competitive factors of the 

proposed acquisition of certain assets and assumption of certain liabilities of five 

branches of Fleet Bank of Maine, Portland, Maine.

- Submitted, July 2, 1998 

Boston

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

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

Tennessee, branches of NationsBank of Tennessee, N.A., Nashville, Tennessee.

- Submitted, July 1, 1998 

St. Louis

Citizens Bank & Trust, Clearwater, Florida -- report on competitive factors of the 

proposed merger with First National Bank of Florida, Largo, Florida.

- Submitted, July 1, 1998 

Atlanta

Coastal Banc, S.S.B., Houston, Texas -- report on competitive factors of the 

proposed acquisition of twelve branches of Pacific Southwest Bank, Corpus Christi, 

Texas.

- Submitted, July 2, 1998 

Dallas

D&N Bank, Hancock, Michigan -- report on competitive factors of the proposed 

purchase of certain assets and assumption of certain liabilities of seven branches of 

First of America Bank, N.A., Kalamazoo, Michigan.

- Submitted, July 1, 1998 

Minneapolis

First American Interim Bank, Nashville, Tennessee -- report on competitive factors 

of the proposed merger with Peoples Bank, Dickson, Tennessee.

- Submitted, July 1, 1998 

Secretary

(AC) = Addition or Correction Delegated - Page 7 of 12
H.2 Actions under delegated authority June 28, 1998 to July 4, 1998

Competitive Factors Reports

First National Bank of Shelby, Shelby, Ohio -- report on competitive factors of the 

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

Greenwhich and Shiloh, Ohio, branches of First Merit Bank, N.A., Akron, Ohio.

- Submitted, July 1, 1998 

Cleveland

First National Bank of St. Louis, Clayton, Missouri -- report on competitive factors 

of the proposed merger with Colonial Bank, Des Peres, Missouri.

- Submitted, July 1, 1998 

St. Louis

First Security Bank, Batesville, Mississippi -- report on competitive factors of the 

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

Crenshaw, Mississippi, branches of First Tennessee Bank, N.A., Southaven, 

Mississippi.

- Submitted, June 29, 1998 

St. Louis

First Western Trust Services Company, New Castle, Pennsylvania -- report on 

competitive factors of the proposed merger with and into First Western Bank, N.A.

- Submitted, July 1, 1998 

Cleveland

Heritage Bank, Mannford, Oklahoma -- report on competitive factors of the 

proposed acquisition of the assets and assumption of the liabilities of the Cleveland, 

Oklahoma, branch of Superior Federal Bank, F.S.B., Fort Smith, Arkansas.

- Submitted, June 30, 1998 

Kansas City

Hill Country Bank, Austin, Texas -- report on competitive factors of the proposed 

merger with Compass Hill County, Inc.

- Submitted, July 2, 1998 

Dallas

Interim National Bank of Cambridge, Cambridge, Maryland -- report on competitive 

factors of the proposed merger with The National Bank of Cambridge.

- Submitted, July 2, 1998 

Richmond

(AC) = Addition or Correction Delegated - Page 8 of 12
H.2 Actions under delegated authority June 28, 1998 to July 4, 1998

Competitive Factors Reports

LA Bank, National Association, Lake Ariel, Pennsylvania -- report on competitive 

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

of the Mountainhome, Pennsylvania, branch of Mellon Bank, NA, Pittsburgh, 

Pennsylvania.

- Submitted, July 3, 1998 

Philadelphia

Marine Bank, St. Petersburg, Florida -- report on competitive factors of the 

proposed merger into South Trust Bank, N.A., Birmingham, Alabama.

- Submitted, July 2, 1998 

Secretary

Mercantile Bank of Western Iowa, Des Moines, Iowa -- report on competitive 

factors of the proposed purchase and assumption of all of the non-trust assets and 

liabilities of Mercantile Bank of Eastern Iowa, Waterloo, Iowa.

- Submitted, July 2, 1998 

St. Louis

Mercantile Trust Company, N.A., St. Louis, Missouri -- report on competitive 

factors of the proposed merger with Mercantile Bank of Eastern Iowa, Waterloo, 

Iowa.

- Submitted, July 2, 1998 

St. Louis

National City Bank, Cleveland, Ohio -- report on competitive factors of the proposed 

purchase of the credit card assets and associated loan loss reserves of First of 

America Bank, N.A., Kalamazoo, Michigan; First of America Bank, Illinois, N.A., 

Bannockburn, Illinois; National City Bank of Pennsylvania, Pittsburgh, Pennsylvania; 

National City Bank of Kentucky, Louisville, Kentucky; and National City Bank of 

Indiana, Indianapolis, Indiana.

- Submitted, July 1, 1998 

Cleveland

NBC Bank Central, National Association, Luling, Texas -- report on competitive 

factors of the proposed acquisition of two branches of Pacific Southwest Bank, 

Corpus Christi, Texas.

- Submitted, July 1, 1998 

Dallas

(AC) = Addition or Correction Delegated - Page 9 of 12
H.2 Actions under delegated authority June 28, 1998 to July 4, 1998

Competitive Factors Reports

NBC Bank-Laredo, National Association, Laredo, Texas -- report on competitive 

factors of the proposed acquisition of a branch of Pacific Southwest Bank, Corpus 

Christi, Texas.

- Submitted, July 1, 1998 

Dallas

Norwest Bank Colorado, N.A., Denver, Colorado -- report on competitive factors of 

the proposed merger with Bank of the Southwest, N.A., Pagosa Springs, Colorado.

- Submitted, June 29, 1998 

Kansas City

Peoples Savings Bank, Ridgway, Pennsylvania -- report on competitive factors of the 

proposed merger with and into The Farmers National Bank of Emlenton, Emlenton, 

Pennslyvania.

- Submitted, July 1, 1998 

Cleveland

R-G Premier Bank of Puerto Rico, Hato Rey, Puerto Rico -- report on competitive 

factors of the proposed merger with Fajardo Federal Savings Bank, Fajardo, Puerto 

Rico. 

- Submitted, June 30, 1998 

New York

Republic Bank, St. Petersburg, Florida -- report on competitive factors of the 

proposed merger with Lochaven Federal Savings and Loan Association, Orlando, 

Florida.

- Submitted, July 1, 1998 

Atlanta

South Trust Asset Management Company of Florida, N.A., St. Petersburg, Florida; 

SouthTrust Asset Management Company of the Carolinas, Inc., Charlotte, North 

Carolina; and SouthTrust Asset Management Company of Georgia, N.A., Atlanta, 

Georgia -- report on competitive factors of the proposed merger into SouthTrust 

Bank, N.A., Birmingham, Alabama.

- Submitted, June 29, 1998 

Secretary

(AC) = Addition or Correction Delegated - Page 10 of 12
H.2 Actions under delegated authority June 28, 1998 to July 4, 1998

Competitive Factors Reports

Southern Bank and Trust Company, Mount Olive, North Carolina -- report on 

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

liabilities of the Gates, North Carolina, branch of First-Citizens Bank & Trust 

Company, Raleigh, North Carolina.

- Submitted, July 2, 1998 

Richmond

Sturgis Bank and Trust Company, FSB, Sturgis, Michigan -- report on competitive 

factors of the proposed acquisition of four branches of First of America Bank, N.A., 

Kalamazoo, Michigan.

- Submitted, July 2, 1998 

Chicago

Union Planters Bank, N.A., Memphis, Tennessee -- report on competitive factors of 

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

Clarksville, Tennessee, branches of The Peoples First National Bank & Trust 

Company of Paducah, Paducah, Kentucky.

- Submitted, July 2, 1998 

St. Louis

West Texas State Bank, Snyder, Texas -- report on competitive factors of the 

proposed merger with New WTSB, Inc., Snyder, Texas.

- Submitted, July 1, 1998 

Dallas

Wood & Huston Bank, Marshall, Missouri -- report on competitive factors of the 

proposed merger with South East Missouri Bank, Cape Girardeau, Missouri.

- Submitted, June 30, 1998 

Kansas City

Extensions Of Time

Canisteo Valley Corporation, Canisteo, New York -- extension to October 1, 1998, 

to acquire First State Bank.

- Granted, July 2, 1998 

New York

(AC) = Addition or Correction Delegated - Page 11 of 12
H.2 Actions under delegated authority June 28, 1998 to July 4, 1998

Extensions Of Time

CNB Bancshares, Inc., Evansville, Indiana -- extension to August 30, 1998, to 

acquire, through merger, National Bancorp, Tell City, Indiana, and TCB Bank.

- Granted, July 2, 1998 

St. Louis

F.N.B. Corporation, Hermitage, Pennsylvania -- extension to August 15, 1998, to 

acquire shares of Sun Bancorp, Inc., Selinsgrove, Pennsylvania.

- Granted, July 1, 1998 

Cleveland

Mid-America Bancorp, Inc., Jewell, Kansas -- extension to October 10, 1998, to 

acquire Heartland Bank.

- Granted, July 3, 1998 

Kansas City

Saban S.A., Panama City, Panama, and RNYC Holdings Limited, Gibraltar -- 

extension to July 2, 1999, to acquire shares of Republic New York Corporation, 

New York, New York.

- Granted, July 2, 1998 

New York

Membership

First State Bank, Flagstaff, Arizona -- to become a member of the Federal Reserve 

System.

- Approved, July 1, 1998 

San Francisco

Potomac Bank of Virginia, Vienna, Virginia -- to become a member of the Federal 

Reserve System.

- Approved, July 2, 1998 

Richmond

Regulations And Policies

Federal Open Market Committee -- minutes of the meeting on May 19, 1998.

- Published, July 2, 1998 

FOMC

(AC) = Addition or Correction Delegated - Page 12 of 12
District 1

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, July 4, 1998

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.

The federal bank regulators use the following four 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, July 4, 1998

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Summit Bank, Hackensack, New Jersey, to establish a branch

office at 1630 East 35th Street, Paterson, New Jersey.

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

Type Application

Ending date of

comment period

3(a)(1) Piraeus Bank S.A., Athens, Greece, to become a bank holding

company by acquiring 56 percent of the voting stock of Marathon

Banking Corporation, Astoria, New York.

07/11/98*

3(a)(1) CNY Financial Corporation, Cortland, New York, to become a

bank holding company by acquiring 100 percent of the shares of

common stock of Cortland Savings Bank, Cortland, New York, a

New York stock savings bank and the proposed successor to

Cortland Savings Bank, a New York mutual savings bank.

07/19/98*

* Newspaper Comment Period Ending Date

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) U.S.B. Holding Co., Inc., Orangeburg, New York, to acquire all of

the outstanding shares of Tappen Zee Financial, Inc., Tarrytown,

New York and Tarrytowns Bank FSB, Tarrytown, New York, a

federally chartered savings bank.

N/Avail
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.

The federal bank regulators use the following four 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, July 4, 1998

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Prime Bank, Fort Washington, PA, to establish a branch office at

1235 West Chester Pike, Havertown, PA 19083, pursuant to

section 9 of the Federal Reserve Act.

7/27/98

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

Inv MBNA America Bank, N.A., Wilmington, DE, a subsidiary of

MBNA Corporation, to invest up to $85 million in the common

stock of MBNA Canada Bank
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.

The federal bank regulators use the following four 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, July 4, 1998

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.

The federal bank regulators use the following four 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 Third Quarter of 1998

Institution Location

None
District 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, July 4, 1998

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Heritage Bank and Trust, Norfolk, Virginia, to establish a branch

at the intersection of Chesapeake Boulevard and East Ocean View

Avenue, Norfolk, Virginia.*

7-23-1998

Branch Centura Bank, Rocky Mount, North Carolina, to establish a branch

at 203 Washington Street, Whiteville, North Carolina.*

7-26-1998

Branch Bank of Essex, Tappahannock, Virginia, to establish a branch

at 9951 Brook Road, Glen Allen, Virginia.*

7-26-1998

18(c) One Valley Bank of Summersville, Inc., Summersville, West

Virginia, to merge with One Valley Bank of Oak Hill, Inc.,

Oak Hill, West Virginia, and One Valley Bank of Ronceverte,

National Association, Ronceverte, West Virginia.*

7-31-1998

Branch First Virginia Bank of Tidewater, Norfolk, Virginia, to establish a

branch at 355 Crawford Street, Portsmouth, Virginia.*

8-1-1998

*Subject to the provision 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

4(c)(8) NationsBank Corporation, Charlotte, North Carolina, to acquire

certain assets of Morgan Stanley Dean Willer & Co., New York,

New York.

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.

The federal bank regulators use the following four 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

693224 Union Bank and Trust

211 North Main Street

Bowling Green, Virginia 22427

5-4-1998 6-25-1998 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week ending Saturday, July 4, 1998

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

Comment period

18(c) Colonial Bank, Montgomery, Alabama, to merge with Prime Bank

of Central Florida, Titusville, Florida.

07-30-98*

18(c) Colonial Bank, Montgomery, Alabama, to merge with First Macon

Bank & Trust Company, Macon, Georgia

08-08-98*

*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

3(a)(1) CCF Holding Company, Jonesboro, Georgia, to become a bank

holding company by acquiring Heritage Bank, Jonesboro, Georgia.

Newspaper - 08-03-98*

*Subject to provisions of the Community Reinvestment Act.

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

Comment period

4(c)(8) The Colonial BancGroup, Inc., Montgomery, Alabama, to acquire

ProImage, Inc., Macon, Georgia, and thereby engage in data

processing activities.

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

Type Application

3(a)(1) Notice by Citizens Bancshares, Inc., Crawfordville, Florida, to

become a bank holding company by acquiring Citizens Bank –

Wakulla, Crawfordville, Florida.

3(a)(1) Notice by Capitol City Bancshares, Inc., Atlanta, Georgia, to

become a bank holding company by acquiring Capitol City Bank

and Trust, Atlanta, Georgia.

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.

The federal bank regulators use the following four 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 7

Federal Reserve Bank of Chicago

Applications and notifications filed during the week ending Saturday, July 4, 1998

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Midwest Bank of McHenry County

Union, Illinois

 204 E. State Street

 Island Lake, Illinois

Newspaper – 5/24/1998

Newspaper – Newspaper Comment Period Ending Date

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

Type Application

Ending date of

comment period

CIC Citizens Holding Company

Sac City, Iowa

 By John W. Lange and Thomas J. Lange

Fed Reg – N/Avail

Newspaper – N/Avail

CIC Madison Holding Company

Winterset, Iowa

 By Gene C. Lange

Fed Reg – N/Avail

Newspaper – N/Avail

4(c)(8) Northern Trust Corporation

Chicago, Illinois

 Northern Trust Bank, Federal Savings Bank

 Chicago, Illinois

Fed Reg – N/Avail

Newspaper – 7/20/1998

Fed Reg – Federal Register Comment Period Ending Date

Newspaper – Newspaper Comment Period Ending Date

N/Avail – Not Available (Not yet available; Not available at this time)
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

S/R Madison Holding Company

Winterset, Iowa

 To redeem 482 shares of common stock and 5,594 shares of 

preferred stock

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.

The federal bank regulators use the following four 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.
Section V – Availability of CRA public evaluations

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

728443 M&I Bank of Southern Wisconsin

1 West Main Street

P.O. Box 8998

Madison, Wisconsin 53708

(608) 252-5800

12/26/1997 6/30/1998 O X

689740 Security Bank

11 N. 1st Avenue

P.O. Box 370

Marshalltown, Iowa 50158

(515) 754-5577

3/16/1998 6/30/1998 O X

913940 Old Kent Bank

One Vandennberg Center

Grand Rapids, Michigan 49503

(616) 771-5000

8/25/1997 6/29/1998 S 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, July 4, 1998

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)(3) * Notice by First Banks, Inc., St. Louis, Missouri, to indirectly

acquire Republic Bank, Torrance, California (previously reported

during the week ending June 27, 1998).

Fed Reg: 7/27/1998

3(a)(3) * Companion notice by CCB Bancorp, Inc., Newport Beach,

California, a wholly owned subsidiary of First Banks, Inc., St.

Louis, Missouri, to acquire Republic Bank, Torrance, California

(previously reported during the week ending June 27, 1998).

Fed Reg: 7/27/1998

3(a)(3) * Notice by First Illinois Bancorp, Inc., East St. Louis, Illinois, to

acquire Duchesne Bank, St. Peters, Missouri (previously reported

during the week ending June 27, 1998).

Newspaper: 7/30/1998

CIC Notice involving Allendale Bancorp, Inc., Allendale, Illinois, by

Keith R. Loeffler, Allendale, Illinois, as voting trustee of a

proposed unnamed voting trust for the shares of Allendale

Bancorp, Inc. (previously reported during the week ending June 27,

1998).

Fed Reg: 7/20/1998

CIC Notice involving HBancorporation, Inc., Lawrenceville, Illinois, by

HBancorporation, Inc., Employee Stock Ownership Plan,

Lawrenceville, Illinois.

Newspaper: 7/20/1998

Fed Reg: N/Avail

4(c)(8) * Notice by National City Bancshares, Inc., Evansville, Indiana, to

acquire Princeton Federal Bank, fsb, Princeton, Kentucky.

Newspaper: 7/31/1998

3(a)(3) * Notice by Mercantile Bancorporation Inc., St. Louis, Missouri, to

indirectly acquire First Financial Bancorporation, Iowa City, Iowa.

Fed Reg: 7/23/1998

3(a)(5) * Companion notice by Ameribanc, Inc., St. Louis, Missouri, a

wholly owned subsidiary of Mercantile Bancorporation Inc., St.

Louis, Missouri, to acquire First Financial Bancorporation, Iowa

City, Iowa.

Fed Reg: 7/23/1998

* 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

SMOTHER Notice by First Illinois Bank, East St. Louis, Illinois, to make a

dividend payment.

Not applicable

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.

The federal bank regulators use the following four 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, July 4, 1998

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)(3) Merchants Holding Company, Winona, Minnesota, for prior

approval to acquire 100% of the voting shares of Primo Financial

Services, Inc., Hastings, Minnesota.*

7/30/1998

(Fed Reg)

3(a)(3) Norwest Corporation, Minneapolis, Minnesota, for prior approval

to acquire 100% of the voting shares of Star Bancshares, Inc.,

Austin, Texas.*

7/19/1998

(Fed Reg)

CIC Lonnie E. Clark to acquire control of 36.9% of the voting shares of

Chandler Bancshares, Inc., Chandler, Minnesota.

7/20/1998

(Fed Reg)

* 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.

The federal bank regulators use the following four 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, July 4, 1998

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) / Branch People First Bank, Hennessey, Oklahoma, for prior approval to

merge with Home State Bank, Hobart, Oklahoma; and incident

thereto, establish additional branches.

Newspaper – 07/20/1998

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

Type Application

Ending date of

comment period

3(a)(3) Archer, Inc., Palmer, Nebraska, for prior approval to acquire an

additional 9 percent, for a total of 57.20 percent, of the voting

shares of Osceola Insurance, Inc., Osceola, Nebraska; and thereby

indirectly acquire First National Bank, Osceola, Nebraska, and

Gretna State Bank, Gretna, Nebraska.

Newspaper – N/Avail

Fed Reg – 07/13/1998

CIC Leonard R. Scoleri and Synthia L. Scoleri, both of Guernsey,

Wyoming, to acquire voting shares of Community Bancshares of

Wyoming, Guernsey, Wyoming; and thereby indirectly acquire

Oregon Trail Bank, Guernsey, Wyoming.

Newspaper – 07/15/1998

Fed Reg – 07/20/1998

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) BOK Financial Corporation, Tulsa, Oklahoma, to acquire the

assets of Alliance Securities Corp., Tulsa, Oklahoma, and thereby

indirectly acquire Leo Oppenheim & Co., Inc., Oklahoma City,

Oklahoma, and therby continue to engage in previously authorized

underwriting and dealing in, to a limited extent, certain municipal

revenue bonds, 1-4 family mortgage related securities, consumer

receivable related securities,and commercial paper; acting as agent

in the private placement of all types of securities pursuant to

225.28(b)(6) of Regulation Y, underwriting and dealing in bankeligible securities pursuant to 225.28(b)(i) and providing securities

brokerage services, pursuant to 225.28(b)(7)(i) of Regulation Y.

Fed Reg – 07/20/1998
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

4(c)(8) First National of Nebraska, Omaha, Nebraska, to acquire 100

percent of the stock of Insync Investments, Ltd, d/b/a Information

Systems, Inc., Omaha, Nebraska, and thereby engage in data

processing activities pursuant to 225.28(b)(14)(i) or Regulation Y.

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.

The federal bank regulators use the following four 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

522959 MontroseBank

Montose, Colorado

03/30/1998 06/29/1998 S X

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, July 4, 1998

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) Marfa Bancshares, Inc., Marfa, TX, to acquire

Marfa Delaware Bancshares, Inc., Wilmington, DE, and

Marfa National Bank, Marfa, TX*

Fed Reg – N/Avail

Newspaper – 07/25/1998

3(a)(1) Marfa Delaware Bancshares, Inc., Wilmington, DE,

to acquire Marfa National Bank, Marfa, TX*

Fed Reg – N/Avail

Newspaper – 07/25/1998

3(a)(3) First Pecos Bancshares, Inc., Midland, TX, to acquire

First Alpine, Inc., Alpine, TX, Alpine Delaware Financial

Corporation, Dover, DE, and First National Bank, Alpine,

TX*

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

Member Legacy Bank of Texas, Plano, TX, 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.

The federal bank regulators use the following four 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, July 4, 1998

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Tehama Bank, Red Bluff, California, to establish a branch office at

1770 Pine Street, Redding, California. *

Newspaper 7/17/98

* Subject to the provisions of the Community Reinvestment Act

Newspaper - Newspaper Comment Period Ending Date

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

Type Application

Ending date of

comment period

CIC Peter F. Stanton, Spokane, Washington, to increase his ownership

to more than 25 percent of W.T.B. Financial Corporation,

Spokane, Washington. *

Newspaper N/Avail

Fed Reg 7/24/98

* Subject to the provisions of the Community Reinvestment Act

Fed Reg - Federal Register Comment Period Ending Date

Newspaper - Newspaper Comment Period Ending Date

N/Avail - Not Available (Not yet available; Not available at this time)

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) Twelve-day prior notice from Pedcor Bancorp, Indianapolis,

Indiana, to engage in providing debt and equity investments in

connection with community development activities through Pedcor

Funding Corporation, Indianapolis, Indiana.

Waiver Western Bancorp, Laguna Niguel, California, requests a waiver of

any Bank Holding Company Act application requirement in

connection with its proposed acquisition and merger, through its

wholly-owned subsidiary, Santa Monica Bank, Santa Monica,

California, of Bank of Los Angeles, West Hollywood, California.

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.

The federal bank regulators use the following four 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