Federal Reserve Bank of Richmond

Se: I ions Subject News) 1:
Notice Only

Comment Period Ending Date

First Community Bank, Inc., Buckhannon,

West Virginia, to acquire certain assets

and assume certain liabilities of the Man,

West Virginia, branch of The Huntington

National Bank, Columbus, Ohio.* 8-28-97

Crestar Bank, Richmond, Virginia, to merge
with American National Savings Bank, F.S.B.,
Baltimore, Maryland.* 8-30-97

Pee Dee State Bank, Timmonsville, South
Carolina, to establish a branch at 760
West Liberty Street, Sumter, South Carolina.* 9-2-97

Centura Bank, Rocky Mount, North Carolina,

to purchase certain assets and assume certain

liabilities of the Calabash, Dunn, Harmony,

Hertford, and Richlands, North Carolina,

branches of NationsBank, National Association,

Charlotte, North Carolina.* 9-4-97

Secti I_- Applications 5 io}
Newspaper and Federal Register Notice

Application Comment Period Ending Date

None.

Section III - Applications Subject to Federal Register Notice

Application ent. Peri i Date
None.
Section IV - Application Not Subject to
Federal Register Notice or Newspaper Notice
Li ion
None.

*Application is subject to CRA requirements.



District 11
Federal Reserve Bank of Dallas
Applications and Notifications Filed During the Week of August 4, 1997

Section I - Applications subject to newspaper notice only

Comment period
Type Application ending date

None.

* Subject to CRA.
** Comment period ending date is the date specified in the newspaper only.
N/A - Not available at this time.

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

Comment period
Type Application ending date
JP! 8
*Section 3(a)(3) ANB Corporation, Terrell, TX, to acquire **97/09/03

Lakeside Bancshares, Inc., Rockwall, TX, and
Lakeside National Bank, Rockwall, TX

*Section 3(a)(1) New Broadway, Inc., San Antonio, TX, to acquire Broadway N/A
Bancshares, Inc., San Antonio, TX,
Broadway Bancshares of Delaware, Inc., Wilmington, DE,
Broadway National Bank, San Antonio, TX, and
Eisenhower National Bank, San Antonio, TX

*Section 3(a)(1) Nichols Bancshares, Inc., Kenedy, TX, to acquire N/A
J. M. Nichols, Inc., Dover, DE, and
First-Nichols National Bank of Kenedy, Kenedy, TX

*Section 3(a)(1) | J. M. Nichols, Inc., Dover, DE, to acquire N/A
First-Nichols National Bank of Kenedy, Kenedy, TX

Change in Control Thomas M. Woodruff, Humble, TX, only notificant, N/A

Notice to acquire an interest in Grimes County Capital

Corporation, Houston, TX

Change in Control William A. Gage, Houston, TX, only notificant, to acquire  **97/08/20
Notice an interest in First Bancshares of Texas, Inc., Houston, TX
(Previously reported during the week of July 28, 1997)



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section V - Availability of

CRA Public Evaluations
week ending August 8, 1997

ASSIGNMENT OF RATING
ntification 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
amanner 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
F&M Bank-Lakeland April 21, 1997 Satisfactory

Highway 51 and Townline Road
Woodruff, WI 54568
(715) 356-3214


FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 8/08/97

ion V - Availability of CRA Public Evaluati

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.

Instituti Locati Examination D Rating*
California Center Bank 2222 W. Olympic Blvd. 3/03/97 Needs To Improve
Los Angeles, CA 90006-2118
(213) 386-2222

*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 RESERVE BANK OF NEW YORK

Comment Period

Ei NI

Applications Subject to Newspaper
ice Onl

None.

SECTION II .

Applications Subject to Both
Newspaper and Federal Register Notice

Banco Santander, S.A.’s ("Santander") wholly-owned subsidiaries,
Santander Holding Internacional, S.A.("Santander Holding") and
Santusa Holding, S.L. ("Santusa"), all of Madrid Spain (together,
the" Applicants"), to become bank holding companies in connection
with the transfer of all of the common stock of Santander’s 99.6
percent owned subsidiary, Banco Santander Puerto Rico, Hato Rey,
Puerto Rico, to Santusa and to retain: (i) 9.89 percent of the shares
of The Royal Bank of Scotland Group plc, Edinburg, Scotland; and
(ii) 9.81 percent of the shares of First Union Corporation, Charlotte,
North Carolina. Concurrent notice by Applicants to retain indirect
interests in certain nonbankingsubsidiaries of RBSG and First Union,
and thereby engage in certain nonbanking activities.1/ 08/22/97 3/

SECTION IIT

Nonbanking Applications

(subject to Federal Resitter Notice Only )
Suez Lyonnaise des Eaux, Paris, France, Societe Generale de Belgique,
Brussels, Belgium, and Generale de Banque, Brussels, Belgium, to acquire
51 percent of the voting stock of Harbor Capital Management, Inc., Boston,
Massachusetts, and thereby engage de novo in the following activities:
investment advisory activities; investment transactions as principal;
and serving as general partner of, and providing management and private
placement services to unregistered investment funds. 08/21/97

T. Iv

Applications Not Involving
Public Comment

None.



Applicant or notificant

Acquiree or activity

Section of law

Reserve Bank

End of comment period

Norwest Corporation,
Minneapolis, MN

NSB Holding Corp.,
Staten Island, NY

O.A.K. Financial
Corporation, Byron
Center,

MI

Otto Bremer
Foundation, St. Paul,
MN

P.C.B. Bancorp, Inc.,
Largo, FL

Patel, Susma; Patel,
Suketu Madhusudan
(Suku); Patel, Parimal
Kantibhai (Perry);
Amin, Bharat Muljibhai,
London, England; and
King, Dennis John
Lloyd, Surrey, England;
collectively, as the Patel
Group

Int'l Bancorp, Golden
Valley, MN & Northern
Nat'l Bank, Int'l Falls, MN;
City Nat'l Bank of Cloquet,
Cloquet, MN & Northern
Nat'l Bank, Nisswa, MN &
Norwest Investment
Services, Inc., Minneapolis,
MN securities & :
underwriting activites (b)(7)

& (b)(8)

Check Depot, Staten Island,
NY in check cashing, See
Midland Bank T1, PLC, 76
Fed. Res. Bull. 869 (1990)

Caledonia Financial
Corporation,
Caledonia, MI, & State
Bank of Caledonia,
Caledonia,

MI

Bremer Financial
Corporation, St. Paul,
MN, The

Halo Bancorporation, Inc.,
Devils Lake, ND, & First
National Bank of Devils
Lake, Devils

Lake, ND

Anchor Savings Bank,
F.S.B., St. Petersburg, FL
operating a savings
association (b)(4)

First Bankshares, Inc.,
Longwood, FL, and First
National Bank of Central
Florida, Longwood, FL

Minneapolis

New York

Chicago

Minneapolis

Atlanta

Atlanta

September 12, 1997

August 6, 1997

August 15, 1997

August 15, 1997

August 8, 1997

June 26, 1997



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Carolina First First Southeast Financial 4 Richmond September 3, 1997
Corporation, Greenville, Corporation, Anderson, SC
sc & First Federal Savings &

Loan Association of

Anderson, Anderson, SC in

operating a savings & loan

association (b)(4)(ii)
Cates, Joe Lecil and Western Oklahoma CIBC Kansas City August 11, 1997
Cates, Roger Kevin, Bancshares, Inc., Elk City,
both of Leedy, OK OK, and Bank of Western

Oklahoma, Elk City, OK
Central Illinois Bancorp, First Ozaukee Capital 3 Chicago June 26, 1997
Sidney, IL Corporation,

Cedarburg, WI, and

First Ozaukee Savings

Bank,

Cedarburg, WI
Century Bancorp, MHC, _— Century Savings Bank, 3 Philadelphia May 1, 1997
Bridgeton, NJ; Bridgeton, NJ
and Century Bancorp,
Inc.,
Bridgeton, NJ
Century South Banks, Bank Corporation of 3 Atlanta July 18, 1997
Inc., Dahlonega, GA Georgia, Macon, GA, and

First South Banks, N.A.,

Macon,

GA, and AmeriBank, N.A.,

Savannah, GA.
Chaparral Bancshares, Van Alstyne Financial 3 Dallas August 8, 1997
Inc., Richardson, TX, Corporation, Van Alstyne,
and TX, and First National
Chaparral Delaware Bank of Van Alstyne, Van
Bancshares, Inc., Dover, Alstyne, TX.
DE
Citizens Bancshares Jobn Birchfield and Debbie 4 Kansas City July 30, 1997
Company, Chillicothe, Keele, the purchase and
MO servicing of

accounts receivable (b)(1)
Citizens Bancshares of Investors bancorporation, 3 Minneapolis August 25, 1997

Woodville, Inc.,
Woodville, WI

Inc., Hudson, WI & Bank
St. Croix, Roberts, WI



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

Biggs, Daniel Biggs;
Grimes, Merlin; ED&J,
Inc., c/o David Marmie;
Carr, Ronald and Call,
Dennis; and Southard,
R. Joe, all of Great
Bend, KS

Bloomberg, John Isaac,
Park City, UT

Bloomer Bancshares,
Inc., Bloomer, WI

Bryan Family
Management Trust,
Bryan, TX, and Bryan-
Heritage Limited
Partnership, Bryan, TX

CB&T, Inc.,
McMinnville, TN

Cabot Bankshares, Inc.,
Cabot, AR

Cabot Bankshares, Inc.,
Cabot, AR

Cabot Bankshares, Inc.,
Cabot, AR
CORRECTION

Caisse Nationale de
Credit Agricole Paris,
France

First Wakeeney Agency,
Inc., Wakeeney, KS, and
Interstate Bank, Great
Bend, KS

Draper BanCorp, Draper,
UT and Draper Bank &

Trust, Draper, UT

Peoples State Bank,
Bloomer, WI

Bryan-Heritage Limited
Partnership, Bryan, TX, and
The First National Bank of
Bryan, Bryan, TX

CBT Insurance, Inc.,
Smithville, TN in insurance
activities, (b)(11)

The Capital Bank, Cabot,
AR

The Capital Bank, Little
Rock, AR

The Capital Bank, Little
Rock, AR

Credit Agricole Indosuez,
Paris, France, and Indosuez
Investment Management
Services, Inc.,

Menlo Park, CA investment
management and advisory
services (b)(6)

CIBC

CIBC

Kansas City

San Francisco

Minneapolis

Dallas

Atlanta

St. Louis

St. Louis

St. Louis

Chicago

July 3, 1997

August 12, 1997

September 5, 1997

July 21, 1997

August 20, 1997

July 11, 1997

August 11, 1997

July 11, 1997

July 25, 1997



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

Crestar Financial
Corporation, Richmond,
VA

Cross County Bank
Employee Stock
Ownership Plan,
Wynne, AR

Dean Financial
Services, Inc., St. Paul,
MN

Deposit Guaranty Corp.,
Jackson, MS

Deutsche Bank, AG
(Main)

Federal Republic of
Germany

ECSB Holding
Company, Inc.,
Fort Walton Beach, FL

American National
Bancorp, Inc., Baltimore,
MD,

and American National
Savings Bank,

F.S.B., Baltimore, MD
operating a

savings and loan
association (b)(4)

Cross County Bancshares,
Inc., Wynne, AR, and
Cross County Bank,
Wynne, AR

The First National
Corporation of Aitkin, Inc.,
& The First National Bank
of Aitkin, Aitkin, MN; Mid-
Continent Financial
Services, Inc.,
Bloomington, MN, & State
Bank of Edgerton,
Edgerton, MN; & The First
State Bank of Eden Prairie,
Eden Prairie, MN

CSF Acquisition Corp.,
Jackson,

MS; CitiSave Financial
Corporation, Baton

Rouge, LA; Citizens
Savings Association, F.A.,
Baton Rouge, LA operating,
a savings association (b)(4)

Ganis Credit Corporation,
Newport Beach, CA,
lending (b)(1)

American National
Financial Corporation,
Panama City, FL and
First National Bank
Northwest Florida,
Panama City, FL

4

CIBC

4

4

Richmond

St. Louis

Minneapolis

Atlanta

New York

Atlanta

End of comment period

August 15, 1997

August 4, 1997

August 15, 1997

July 3, 1997

May 12, 1997

June 27, 1997



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Gideon Bancshares First Midwest Bank of 3 St. Louis June 20, 1997
Company, Chaffee,
Dexter, MO Chaffee, MO
Gold Banc Corporation, Farmers Bancshares of 3 Kansas City August 21, 1997
Inc., Leawood, KS Oberlin, Inc., Oberlin, KS,
and Farmers National Bank,
Oberlin, KS
Greenblatt, Leon A., III, Home Financial Bancorp, CIBC Chicago July 9, 1997
and Chiplease, Inc., Spencer, IN, and Owen
both of Chicago, IL Community Bank, S.B.,
Spencer, IN
Greer, Elmo, Cumberland Valley CIBC Cleveland May 23, 1997
East Bernstadt, KY Financial Company,
London, KY
Grell, Steven; Bovee Albert City Bankshares, CIBC Chicago August 29, 1997
Investment Trust, Inc., Albert City, IA &
Bovee, Michael R., Albert City Savings Bank,
Trustee; Tamisiea, Albert City, IA & The
Bruce; Nystrom, Bruce; Citizens State Bank,
Grave, Gary; Cotton, Marathon, IA
John M.; & Hultgren,
David M.; all of
Spencer, IA, acting in
concert
Hardin County Majors Insurance Agency, 4 St. Louis August 26, 1997
Bancshares, Inc., Inc,
Savannah, TN Adamsville, TN general
insurance agency activities
in a town of less than 5,000
11)
Harris Financial MHC, Harris Financial inc., 3 Philadelphia March 27, 1997
Harrisburg, PA Harrisburg, PA;
Harris Savings Bank,
Harrisburg, PA
Hatch, Gordon M., Portales National CIBC Dailas August 8, 1997
Portales, NM Bancshares, Inc., Portales,
NM, and Portales National
Bank, Portales, NM
Heartland Bancshares, Heartland Community 3 Chicago September 12, 1997
Inc., Franklin, IN Bank, Franklin, IN



Applicant or notificant

Acquiree or activity

Section of law

Reserve Bank

End of comment period

BB&T Corporation(E),
Winston-Salem, NC
CONTINUED

BB&T Corporation(F),
Winston-Salem, NC
CONTINUED

BB&T Corporation(G),
Winston-Salem, NC
CONTINUED

BB&T Corporation(H),
Winston-Salem, NC
CONTINUED

adviser to an investment
company registered under
the 1940 Act, including
sponsoring, organizaing &
managing a closed-end
investment company;
providing portfolio
investment advice;
furnishing general
economic information &
advice, general
CONTINUED

economic statistical
forecasting services &
industry studies; &/or
providing financial advice
to state & local
governments, such as
w/respect to the issuance of
their securities (b)(6);
providing advice & acting
as arranger in connection
CONTINUED

w/merger, acquisition,
divestiture & financial
transactions, including
public & private financings,
Joan syndications, interest
rate & currency swaps,
interest rate caps & similar
transactions &/or furnishing
evaluation & fairness
opinions in

CONTINUED

connection w/merger,
acquisition, & similar
transactions (b)(6) & (67);
acting as agent or broker
w/respect to interests in
loan sundications, interest
rate & currency swaps,
interest rate caps, floors &
collars, & options on such
CONTINUED

Richmond

Richmond

Richmond

Richmond

August 20, 1997

August 20, 1997

August 20, 1997

August 20, 1997



Federal Reserve Bank of Atlanta
it ulletin for We ndin,

ion 10 - Availability of CRA Public

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:

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

Bank tin: Examination Date
Independent Bank of Ocala Satisfactory 04-28-97

Post Office Box 2900

Ocala, Florida 32678

(904) 622-2377

Family Bank Satisfactory 04-21-97

Post Office Box 10
Hallandale, Florida 33009
(305) 458-2211



Federal Reserve Bank of Dallas

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

Comment period
Type Application ending date
* Subject to CRA.
** Comment period ending date is the date specified in the newspaper only.
N/A - Not available at this time.
Section III - Applications subject to Federal Register notice only

Comment period
Type Application ending date
None.
* Subject to CRA.
Section IV - Applications not subject to Federal Register or newspaper notice

Comment period
Type Application ending date

None.



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

New Broadway, Inc.,
San Antonio, TX

New Prague
Bancshares, Inc., New
Prague, MN

Nichols Bancshares,
Inc., Kenedy, TX &
J.M. Nichols, Inc.,
Dover, DE

Northside Banking
Corporation, Tampa, FL

Northwest Suburban
Bancorp., Inc. (in
formation),
Arlington Heights, IL

Northwest Wisconsin
Bancorp, Inc., & its
wholly-owned
subsidiary, BCB
Bancorp, Inc., both of
Chippewa Falls, WI
CORRECTION

Norwest Corporation,
Minneapolis, MN

Norwest Corporation,
Minneapolis, MN

Broadway Bancshares, Inc.,
San Antonio, TX &
Broadway Bancshares of
Delaware, Inc.,
Wilmington, DE; Broadway
National Bank, San
Antonio, TX & Eisenhower
National Bank, San
Antonio, TX

Community Security Bank,
New Prague, MN,
a de novo bank

First-Nichols National Bank
of Kenedy, Kenedy, TX

Northside Bank of Tampa,
Tampa, FL

Mount Prospect
National Bank (in
organization), Mount
Prospect, IL

Heartland Data Center, Inc.,
Cameron, WI providing
data processing services to
local, non-affilite financial
institutions (b)(14)

First Valley Bank Group,
Los Fresons, TX & First
Valley Delaware Financial
Corporation, Dover,
Delaware, & First Valley
Bank, Harlingen, TX

Packers Management
Company, Omaha, NE, &
Packers Bank, Omaha, NE

Dallas

Minneapolis

Dallas

Atlanta

Chicago

Minneapolis

Minneapolis

Minneapolis

September 4, 1997

July 7, 1997

September 2, 1997

August 29, 1997

July 28, 1997

August 11, 1997

September 2, 1997

September 2, 1997


H2 Page 3
August 3, 1997 to August 9, 1997

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

Philadelphia
Keystone Financial Inc., Harrisburg, Pennsylvania -- to acquire MMC & P, Inc.,
Pittsburgh, Pennsylvania, and thereby engage in employee benefits consulting
services.
- Approved, August 5, 1997

Kansas City

Lexington B&L Financial Corp., Lexington, Missouri -- to acquire Lafayette
Bancshares, Inc., and engage in operating a savings association through ownership
of B&L Bank.

- Approved, August 7, 1997

Cleveland

Mellon Bank Corporation, Pittsburgh, Pennsylvania -- to acquire an equity
investment in Money Station, Inc., Columbus, Ohio.
- Permitted, August 5, 1997

St. Louis

Middleburg Bancorp, Inc., Middleburg, Kentucky -- to acquire voting stock of
Lincoln Financial Bancorp, Inc., Stanford, Kentucky, and thereby indirectly acquire
Lincoln Federal Savings Bank, Liberty, Kentucky.

- Approved, August 5, 1997

Chicago
Northwest Suburban Bancorp, Inc., Arlington Heights, Illinois -- to acquire shares of
Mount Prospect National Bank, Mount Prospect, Illinois.
- Approved, August 4, 1997

Minneapolis
Norwest Corporation, Minneapolis, Minnesota -- to acquire The Bank of the

Southwest, N.A., Pagosa Springs, Colorado.
- Approved, August 7, 1997

Norwest Corporation, Minneapolis, Minnesota -- to engage through Norwest
Financial Services, Inc., and Norwest Financial, Inc., both of Des Moines, Iowa. in
consumer finance activities and the sale of insurance related to extensions of credit
through the acquisition of Fidelity Acceptance Corporation. Kansas City, Missouri.
- Permitted, August 7, 1997



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Peoples Community
Bancshares, Inc.,
Colquitt,

GA

Peoples Financial Corp.,
Inc., Ford City, PA

Peoples-Marion
Bancorp, Inc.,
Marion, KY

PHS Bancorp, M.H.C.,
Beaver Falls, PA

Pioneer Bancshares,
Inc., Chattanooga, TN

Plainview Holding
Company,
Pilger, NE

Planters & Merchants
Bancshares, Inc.,
Hearne,

TX, & Planters &
Merchants Bancshares
of Delaware, Inc.,
Wilmington, DE

Premier Financial
Bancorp, Inc.,
Georgetown,

KY

Prillaman, Bob Maurice
& Lillias B., Marietta,
GA

Farmers Bank of Malone,
Malone, FL

Elderton State Bank,
Elderton, PA

The Peoples Bank,
Marion, KY

Peoples Home Savings
Bank,
Beaver Falls, PA

Pioneer Bank, F.S.B.,
Chattanooga, TN operating
a savings

association (b)(4)

American National
Creighton Co.,

Creighton, NE, and
American National Bank of
Creighton,

Creighton, NE

Homestead Bank, S.S.B.,
College Station, TX

The Sabina Bank, Sabina,
OH

Independent Bancshares,
Inc., Powder Springs, GA

CIBC

Atlanta

Cleveland

St. Louis

Cleveland

Atlanta

Kansas City

Dallas

Cleveland

Atlanta

August 11, 1997

August 25, 1997

June 12, 1997

May 1, 1997

July 25, 1997

June 23, 1997

August 14, 1997

August 21, 1997

August 29, 1997


Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Patel, Susma;Patel First Bankshares, Inc., CIBC Atlanta May 30, 1997
(Suku), Suketu Longwood, FL, and
Madhusudan; Patel First National Bank of
(Perry), Parimal Central Florida, Longwood,
Kantibhai; Amin, Bharat Fl
Muljibhai, London,
England; and King,
Dennis John Lloyd,
Surrey, England;
collectively, as the Patel
Group
Pathfinder Bancorp, Pathfinder Bancorp, 3 New York August 7, 1997
MHC, Oswego, NY Oswego, NY, and Stock
Holding Company,
Oswego, NY
and Oswego City Savings
Bank, Oswego,
NY
PBT Bancshares, Inc., Yoder Bankshares, Inc., 3 Kansas City June 6, 1997
McPherson, KS Yoder, KS, and Farmers
State Bank,
Yoder, KS
People's Community People's Community Bank 3 Richmond August 14, 1997
Capital Corporation, of South
Aiken, Carolina, Aiken, SC
sc
Peoples Bancorp, Inc., Gateway Bancorp, Inc., 4 Cleveland August 1, 1997
Marietta, OH Catlettsburg, KY, and
Catlettsburg Federal
Savings Bank, Catlettsburg,
KY operating a savings
association (b)(4)(ii)
Peoples Bank Peoples-Marion Bancorp, 3 St. Louis June 12, 1997
Employee Stock Inc.,
Ownership Trust, Marion, KY
Marion, KY
Peoples Community Farmers Bank of Malone, 3 Atlanta July 14, 1997
Bancshares, Inc., Malone, FL

Colquitt,
GA



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
Rockdale National Rockdale National Bank, 3 Atlanta August 25, 1997
Bankshares, Inc., Conyers, GA
Conyers, GA
Rockdale National Rockdale National Bank, 3 Atlanta August 22, 1997
Bankshares, Inc., Conyers, GA
Conyers, GA.
Rossenberg, Clifford R., Security First Bank, CIBC San Francisco May 27, 1997
Sunset Beach, CA Fullerton, CA
Royal Bank of Canada, Integrion Financial 4 New York August 11, 1997
Montreal, Canada and Network, LLC, Altanta, :
Stitching GA, & acquire certain
Prioriteir ABN AMRO assets & liabilites of VISA
Holding; Stichting Interactive, Inc., in data
Administratiekantoor processing & data
ABN AMRO Holding; transmission services (b)(14)
ABN AMRO Holding,
N.V.; ABN AMRO
Bank, N.V.,
Amsterdam, The
Netherlands; and ABN
AMRO North America,
Inc., Chicago, IL
Santa Barbara Bancorp, Citizens State 3 San Francisco July 25, 1997
Santa Barbara, CA Bank of Santa Paula, Santa
Paula, CA
Security Bancshares, Intra Financial Corp., and 3 Kansas City June 20, 1997
Inc., Exchange Bank of Clyde,
Scott City, KS Clyde, KS; Farmers State
Bancshares
of Sabetha, Inc., Sabetha,
KS; Farmers
State Bank, Sabetha, KS;
Peoples Bancorp of
Belleville, Inc., and Peoples
Bank of
Belleville, Belleville, KS
Security State Security State Bank, 3 San Francisco June 9, 1997
Corporation, Centralia, WA

Centralia, WA.



RESERVE BANK APPLICATIONS BULLETIN ____ Por werkending Angust 8, 1997

FEDERAL RESERVE BANK OF ST. LOUIS
Identificati f Ratings:
Outstanding record of meeting community credit needs
An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping
to meet the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.
Satisfactory record of meeting community credit needs
An institution in this group has a satisfactory record of ascertaining and helping to meet the credit
needs of its entire delineated community, including low- and moderate-income neighborhoods, in a
manner consistent with its resources and capabilities.
Needs to improve record of meeting community credit needs
An institution in this group needs to improve its overall record of ascertaining and helping to meet
the credit needs of its entire delineated community, including low- and moderate-income
97neighborhoods, 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.

=

ank RSSD Name of Bank Examination | Examination|
Number | Bank Address Date Rating
493143 State Bank of Lima, IL Lima, IL 05/12/97 Satisfactory

—



Federal Reserve Bank of Richmond
ion V - Availabili CRA public Eval .

Week ending August 8, 1997

Definition of Ratings

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

RSSsD Examination
Number Name_of Bank ——Date__ Rating
911825 Heritage Bank and Trust

841 North Military Highway
Norfolk, Virginia 23502-3626 5-19-97 Satisfactory


Federal Reserve Bank of Chicago

ion I - Applicati ject t
Noti nly cont’
Comment Period
Type Application Ending Date
Branch F & M Bank - Appleton NP - 8-25-97

Appleton, Wisconsin
3000 E. College Avenue
Appleton, Wisconsin

Reg K Caisse Nationale de Credit Agricole NP - 8-9-97
Paris, France
To establish branches in
New York, New York and Chicago, Hlinois

Reg K Credit Agricole Indosuez NP - 8-9-97
Paris, France
To establish branches in
New York, New York and Chicago, Illinois

Branch Firstar Bank Wisconsin. NP - 8-21-97
Madison, Wisconsin
East Pointe Shopping Center
5673 Highway 10 East
Stevens Point, Wisconsin

NP - Newspaper
FR - Federal Register

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



m2 -
N 1 Federal Register Noti
Application Comment Period Ending Date
St. Mary Holding Corporation 08-27-97*
Franklin, Louisiana Newspaper

After-the-fact change in control notice by Mr. Marshall T. Reynolds to retain 11.1 percent of the
outstanding shares of St. Mary Holding Corporation, Franklin, Louisiana.

Tri-Parish Bancshares, Ltd. 08-13-97*

Eunice, Louisiana Newspaper

Change in control notice by Harold Edwin McGlasson, Karen Jane Veilon McGlasson and Vorhies
& Labbe Profit Sharing Plan, to increase their ownership to 32.25 percent of the outstanding shares
of Tri-Parish Bancshares, Ltd., Eunice, Louisiana.

Section 3 - icati ubje ed it i
Application mment Peri ndi te
CB&T, Inc. 08-20-97

McMinnville, Tennessee

After-the-fact notice to retain CB&T Insurance, Inc., Smithville, Tennessee, and thereby continue
engaging in insurance activities, pursuant to Section 225.28(b)(11)(iii)of Regulation Y and Section
4(c)(8) of the Bank Holding Company Act.

Section _4 - Applicatio: t Subject
Federal Register Notice or Newspaper Notice

Application

Gulf West Banks, Inc.

St. Petersburg, Florida
Request for waiver of the application requirement of Section 3(a)(3) of the Bank Holding Company
Act to acquire Citizens National Bank and Trust Company, Port Richey, Florida.

*Subject to provisions of the Community Reinvestment Act.



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section I - Applications Subject to

Newspaper Notice Only
Comment Period
Application Ending Date
Le Sueur State Bank, Le Sueur, Minnesota to purchase Not yet available

certain assets and assume certain liabilities of the Cloquet,
Minnesota branch of TCF National Bank Minnesota,
Minneapolis, Minnesota, and, incident thereto, to establish
abranch. *

* Subject to CRA

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

Newspaper and Federal Register Notice

Comment Period

Application _Ending Date
Bloomer Bancshares, Inc., Bloomer, Wisconsin for prior September 5, 1997
approval to become a bank holding company through the (Federal Register)

acquisition of 100% of the voting shares of Peoples State
Bank, Bloomer, Wisconsin. *

* 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
‘Applicat
NONE.



District
Federal Reserve Bank of Cleveland
Applications and notifications filed during the week ending 8/9/97

Section I - Applications subject to newspaper notice only

Ending date of
Type Application comment period

NONE

Footnotes

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

Ending date of
Type Application comment period
NONE
Footnotes
Section III - Applications subject to Federal Register notice only
Ending date of
Type Application comment period
NONE
Footnotes
Section IV - Applications not subject to Federal Register or newspaper notice
Ending date of
Type Application comment period

NONE

Footnotes



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

Proffitt, Richard Todd,
Pigeon Forge, TN

Progress Bancshares,
Inc., Sullivan, MO

Progressive Bancorp,
Inc., Pekin, IL

Provident Financial
Group, Inc., & FGBI
Acquisition Corp., both
of Cincinnati, OH

Remington, Thomas J.,
and S. June, both of
Lincoln,

NE, and Remingrton,
Ada E., McCook,
Nebraska

Republic Bancshares,
Inc.,
St. Petersburg, FL

Reynolds, Marshall T.,
Huntington, WV

Rockdale National
Bankshares, Conyers,
GA

CORRECTION

Tennessee State CIBC
Bancshares, Inc., Pigeon

Forge, TN (formerly

Gatlinburg, TN), and

Tennessee State Bank,

Gatlinburg, TN

Progress Bank of Sullivan, 3
Sullivan, MO, a
de novo bank

Pekin Savings Bank, S.B., 3
Pekin, IL

Florida Gulfcoast Bancorp, 3
Inc., Sarasota, FL, and
Enterprise National Bank of
Sarasota,

Sarasota, FL

Clatonia Bancshares, Inc.,
Clatonia, NE, and
Farmers Bank of Clatonia,
Clatonia, NE

CIBC

F.F.O. Financial Group, 4
Inc.,

St. Cloud, FL, and First

Federal Savings and Loan
Association of Ocelola

County, Kissimmee, FL,
operating a savings

association (b)(4)(ii)

St. Mary Holding
Corporation, and Saint
Mary Bank & Trust
Company, Franklin,
Louisiana

CIBC

Rockdale National Bank, 3
Conyers, GA

Atlanta

St. Louis

Chicago

Cleveland

Kansas City

Atlanta

Atlanta

Atlanta

August 5, 1997

August 8, 1997

August 15, 1997

July 24, 1997

July 18, 1997

May 23, 1997

August 15, 1997

August 22, 1997



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank End of comment period

First Financial
Caribbean Corporation,
San Juan, Puerto Rico

First Midwest Bancorp,
Inc., Itasca, IL

First National
Bancshares of Gallatin,
Inc.,

Gallatin, MO

First National
Bancshares, Inc., East
Lansing, MI

First National Bank
Shares, LTD., Great
Bend,

KS

First National of
Nebraska, Inc., Omaha,
NE, & its subsidiary
First National of
Colorado, Inc., Fort
Collins, CO

First State Bancorp of
Monticello, Inc.,
Employee Stock
Ownership Plan(1),
Monticello, IL
CONTINUED

Doral Bank, San Juan, 3 and4 New York
Puerto Rico, and Doral

Mortgage Corporation,

Hato Rey, Puerto Rico

making, acquiring, or

servicing mortgage loans

(bX)

SparBank, Incorporated, 3
McHenry, IL, and McHenry
State Bank, McHenry, IL

Chicago

Interim First National Bank = 3
of Gallatin,

Gallatin, MO,

First National Bank of

Gallatin,

Gallatin, MO

Kansas City

Finance Company of North 4
America, LLC, East

Lansing, MI in making and
servicing loans (b)(1)

Chicago

BankWest (a 3
de novo bank), Castle Rock,
co

Kansas City

Platte Valley National 3
Bank, Grand Island, NE &

First National of Nebraska,
Lincoln, NE

Dallas

First State Bancorp of 3
Monticello, Inc.,
Monticello, IL & State
Bank of Hammond,
Hammond, IL; First State
Bank of Monticello,
Monticello, IL; First State
Bank of Bloomington,
Bloomington, IL; First State
Bank of Heyworth,
Heyworth, IL
CONTINUED

Chicago

August 18, 1997

July 21, 1997

June 27, 1997

August 17, 1997

July 25, 1997

August 25, 1997

September 12, 1997



H2 Page 8
August 3, 1997 to August 9, 1997

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

Atlanta
Peoples Bank, Winder, Georgia -- report on competitive factors of the proposed
merger with Peoples Interim Corporation, Winder, Georgia.
- Submitted, August 6, 1997

Richmond
Peoples Federal Savings and Loan Association, Conway. South Carolina -- report on
competitive factors of the proposed merger with Investors Savings Bank of South
Carolina, Inc., Florence, South Carolina.
- Submitted, August 6, 1997

Minneapolis
Richfield Interim Bank & Trust Company, Richfield, Minnesota -- report on
competitive factors of the proposed merger with Richfield Bank & Trust Company,
Richfield, Minnesota.
- Submitted, August 6, 1997

Secretary
SouthTrust Bank of Alabama, N.A., Birmingham, Alabama -- report on competitive
factors of the proposed merger with Barnett Bank of Southwest Georgia, Columbus,
Georgia.
- Submitted, August 7, 1997

EXTENSIONS OF TIME

San Francisco
BankAmerica Corporation, San Francisco, California -- extension to divest certain

property.
- Approved, August 5, 1997

Chicago
Country Bancorporation, Crawfordsville, lowa -- extension to November 15, 1997,

to acquire shares of Hiawatha Bank and Trust Company, Hiawatha, lowa.
- Granted, August 5, 1997

St. Louis
FGH Bancorp, Inc., Herrin, Illinois -- extension to November 15, 1997, to become a
bank holding company through the acquisition of shares of Bank of Herrin, and
Carterville State & Savings Bank, Carterville. Illinois.
- Approved, August 5, 1997



Federal Reserve Bank of Chicago

Section V - Availability of CRA Public Evaluati

cont'd
BANK NAME/LOCATION EXAMINATION DATE RATINGS
The First Commercial Bank 3/31/97 Ss

6945 North Clark Street
Chicago, Illinois 60626-3298
(312) 761-4300 -
RSSD #48730

The Friendship State Bank 4/97 oO
5908 State Road 62

Friendship, Indiana 47021

(812) 667-5101

RSSD #427241

Farmers State Bank of 4/14/97 s
Western Illinois

600 Main Street

New Windsor, Illinois 61465

(309) 667-2735

RSSD #653433

Cedar Valley State Bank 4/21/97 Ss
345 West 4th Street

P.O. Box 548

St. Ansgar, lowa 50472-0548

(515) 736-2425

RSSD #858649

] The Security Trust & 4/21/97 Ss
Savings Bank
617 West Sheridan
Shenandoah, Iowa 51601-1707
(712) 246-1311
RSSD #352941



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
Lagomarsino, Richard Americorp , Ventura, CA, CIBC San Francisco August 20, 1997
A.; Lagomarsino, and American Commerical
Ramona; Ramona Bank, Ventura CA
Lagomarsino Family
Limited Partnership;
Lagomarsino, Robert J.,
all of Ventura, CA; &
Lagomarsino, Norma
M; Wood, Catherine S.;
& Wood, Jack W.;
acting in concert, all of
Carpinteria, CA
Lashute, Ronald J., American Bancorp, Inc., CIBC Atlanta May 23, 1997
Opelousas, LA Opelousas, LA
and American Bank &
Trust Company,
Opelousas, LA
Leake Family Citizens Capital CIBC Atlanta July 23, 1997
Partnership, L.P., Corporation, Magee, MS,
Jackson, and
MS Citizens State Bank, Magee,
MS
Lexington B & L Lafayette Bancshares, Inc., 3and4 Kansas City August 4, 1997
Financial Corp., Lexington, MO, and
Lexington, Lafayette
MO County Bank of
Lexington/Wellington,
Lexington, MO; and B & L
Bank, Lexington, MO
operating a savings
association (b)(4)
Lloyds TSB Group IAI Holdings Inc., 4 New York March 26, 1997
PLC, and Lloyds Bank Investment Advisers, Inc.,
PLC, Minneapolis, MN, trust
both of London, England _ services (b)(3); investment
advisory services (b)(4);
full-service brokerage
(b)(15); foreign exchange
execution & advisory
services, and other advisory
& administrative services
Locke, E. David, Northern Bancshares, Inc., CIBC Chicago August 29, 1997

McFarland, WI

McFarland, WI &
McFarland State Bank,
McFarland, WI


Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Moody Bancshares, The Bank of Galveston, 3 Dallas June 30, 1997
Inc., Galveston, TX, and = N.A.,,
Moody Bank Holding Galveston, TX
Company, Reno, NV
Moyer, George H., Jr., Madison Bancshares, Inc., CIBC Kansas City June 26, 1997
Madison, NE, and Madison, NE, and The
Moyer, Jon M., Bank of Madison, Madison,
Madison, NE NE
Murfreesboro Bancorp, Bank of Murfreesboro, 3 Atlanta July 18, 1997
Inc., Murfreesboro, TN Murfreesboro, TN
National City Bridgeport Bancorp, Inc., 3 St. Louis June 6, 1997
Bancshares, Inc., Bridgeport, IL, and First
Evansville, IN National Bank of

Bridgeport, Bridgeport, IL
NationsBank Montgomery Securities, 4 Richmond August 6, 1997
Corporation(1), Inc., & The Pyramid
Charlotte, NC Company,
CONTINUED San Francisco, CA

underwriting &

dealing in, to a limited

extent, all types of debt &

equity

securities other than

interests in open end

investment companies

CONTINUED
NationsBank (See J.P. Morgan & Co., 4 Richmond August 6, 1997
Corporation(2), Inc., The Chase Manhattan
Charlotte, NC Corp.,
CONTINUED Bankers Trust New York

Corp., Citicorp, & Security

Pacific

Corp., 75 Fed. Res. Bull.
192 (1989)); in
underwriting & dealing in
obligations of the United
States, general
CONTINUED



Applicant or notificant

Acquiree or activity Section of law

Reserve Bank

End of comment period

NationsBank
Corporation(3),
Charlotte, NC
CONTINUED

NationsBank
Corporation(4),
Charlotte, NC
CONTINUED

NationsBank
Corporation(5),
Charlotte, NC
CONTINUED

NationsBank
Corporation(6),
Charlotte, NC
CONTINUED

NationsBank
Corporation(7),
Charlotte, NC
CONTINUED

of states and their political 4
subdivisions, and other
obligations that state
member banks of the
Federal Reserve System
may be authorized to
underwrite and deal in
under 12 U.S.C. 24 & 335
(b)(8); in acting as
investment or
CONTINUED

financial advisor (b)(6); in 4
providing securities
brokerage

services (including
securities clearing &
securities execution

services on an exchange),
alone & in combination with
investment advisory
services, & incidental
activities

CONTINUED

(including related securities 4
credit activities & custodial
services) (b)(7); in buying

& selling in the secondary
market all types of

securities on the order of
customers as a riskless

principal to

CONTINUED

the extent of engaging in a 4
transaction in which the
company, after receiving an
order to buy (or sell) a

security from a customer,
purchases (or sells) the

security for its own account

to offset a contemporaneous

sale to (or purchase
CONTINUED

from) the customer (b)(7); 4
in acting as agent for the

private placement of

securities (b)(7)

Richmond

Richmond

Richmond

Richmond

Richmond

August 6, 1997

August 6, 1997

August 6, 1997

August 6, 1997

August 6, 1997



Type
4(6)(8)

48)

4©)(8)

48)

4(©)(8)

4(c)(8)

Federal Reserve Bank of Chicago

Section III - Applications Subj Federal Regi

Notice Only

licati

First National Bancshares, Inc.
East Lansing, Michigan

To engage de novo in making & servicing loans through
its subsidiary Finance Company of North America, LLC

East Lansing, Michigan

ABN AMRO Bank, N.V.
Amsterdam, The Netherlands
Visa Interactive, Inc.

through Integrion Financial Network, LLC, Atlanta, Georgia

ABN AMRO Holding, N.V.
Amsterdam, The Netherlands
Visa Interactive, Inc.

through Integrion Financial Network, LLC, Atlanta, Georgia

ABN AMRO North America, Inc.
Chicago, Illinois
Visa Interactive, Inc.

through Integrion Financial Network, LLC, Atlanta, Georgia

Stichting Administratiekantoor ABN AMRO Holding
Amsterdam, The Netherlands
Visa Interactive, Inc.

through Integrion Financial Network, LLC, Atlanta, Georgia

Stichting Prioriteit ABN AMRO Holding
Amsterdam, The Netherlands
Visa Interactive, Inc.

through Integrion Financial Network, LLC, Atlanta, Georgia

Comment Period

Ending Date
FR - 8-7-97

FR - 8-11-97

FR - 8-11-97

FR - 8-11-97

FR - 8-11-97

FR - 8-11-97


Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period

Young, Susan Aileen, C.S.B. Co., Cozad, NE, and CIBC Kansas City August 5, 1997
Chicago, IL Cozad State Bank & Trust

Company, Cozad, NE, and

First National Bank of

Chadron, Chardron, NE



H.2 Page 5

August 3, 1997 to August 9, 1997

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

Atlanta
Colonial Bank, Montgomery, Alabama -- to merge with First Independence Bank of
Florida, Fort Myers, Florida.
- Approved, August 7, 1997

Richmond
First Virginia Bank-Southwest, Roanoke, Virginia -- to merge with Premier
Bank-South, N.A., Wytheville, Virginia.
- Approved, August 6, 1997

Richmond
Resource Bank, Virginia Beach, Virginia -- to merge with Eastern American Bank,
F.S.B., Herndon, Virginia, and establish two branches.
- Approved, August 7, 1997

BANKS, NONMEMBER, AND MISCELLANEOUS INSTITUTIONS

San Francisco
Stockton Trust, Inc., Phoenix, Arizona -- request for relief from certain

commitments.
- Withdrawn, August 8, 1997

BANKS, STATE MEMBER

Chicago
Marshall & Ilsley Corporation and M & I Marshall Isley Bank, Milwaukee,
Wisconsin -- request for waiver of application to acquire eleven interim banks.
- Granted, August 7, 1997

Chicago
Nichols Bancorp, Inc., Nichols, Wisconsin -- request for waiver of a commitment in
connection with the purchase of a commercial lot.
- Granted, August 8, 1997

CHANGE IN BANK CONTROL

Kansas City
Interstate Bank, Great Bend, Kansas -- change in bank control.
- Permitted, August 4, 1997



H.2 Page 4
August 3, 1997 to August 9, 1997

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

Cleveland

Peoples Bancorp, Inc., Marietta, Ohio -- to acquire Gateway Bancorp, Inc.,
Catlettsburg, Kentucky.
- Approved, August 5, 1997

New York

Royal Bank of Canada -- to engage through RBC Dominion Securities Corporation,
New York, New York, in certain futures commission merchant activities.
- Permitted, August 4, 1997

Secretary

SouthTrust Corporation, Birmingham, Alabama, and SouthTrust of Alabama, Inc. --
request for waiver of application to acquire Barnett Bank of Southwest Georgia,
Columbus, Georgia.

- Granted, August 4, 1997

Dallas

Sterling Bancshares, Inc., Houston, Texas -- to acquire First Houston Bancshares,
Inc.. Houston, Texas, and Houston National Bank.
- Approved, August 7, 1997

Kansas City

Stockmens Financial Corporation, Rushville, Nebraska -- to acquire shares of
BankWest, Castle Rock, Colorado.
- Approved, August 6, 1997

Richmond

Triangle Bancorp, Inc., Raleigh, North Carolina -- to acquire Bank of Mecklenburg,
Charlotte, North Carolina.
- Approved, August 6, 1997

BANK MERGERS

Richmond

Bank of Mecklenberg, Charlotte, North Carolina -- to merge with
Triangle-Mecklenburg Interim Bank, Charlotte.
- Approved, August 6, 1997



Section V - Availability of CRA public evaluations

Description of the CRA Goal against which institutions are evaluated, the four performance levels, and the
institutions for which an evaluation is publicly available.

The CRA requires a periodic evaluation of each covered institution regarding the extent to which it has
ascertained, and helped meet, the credit needs of its entire delineated community, including low- and moderate-
income neighborhoods, in a manner consistent with its resources and capabilities.

The federal bank regulators use the following four performance levels to rate an institution’s performance under
CRA.:

Outstanding

Satisfactory

Needs to Improve
Substantial noncompliance

RSSD Examination CRA CRA

number Institution/ Location date public date rating

212522 Somerset Trust Company 4/28/97 8/04/97 Satisfactory
P.O. Box 777

151 West Main Street
Somerset, KY 15501

Footnotes



H2
August 3, 1997 to August 9, 1997

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

Page 7

Richmond

Community First Bank, Walhalla, South Carolina -- report on competitive factors of
the proposed merger with Interim Community First Bank.
- Submitted, August 5, 1997

St. Louis

Farmers Deposit Bank, Middleburg, Kentucky -- report on competitive factors of the
proposed merger with Lincoln Federal Savings Bank, Liberty, Kentucky.
~ Submitted, August 4, 1997

Chicago

First State Bank, New London, Wisconsin -- report on competitive factors of the
proposed purchase of assets and assumption of liabilities of the Cecil, Wisconsin,
branch of M&1 Bank of Shawano, Shawano, Wisconsin.

- Submitted, August 4, 1997

First State Bank, New London. Wisconsin -- report on competitive factors of the
proposed purchase of assets and assumption of liabilities of the Waupaca,
Wisconsin, branch of Security Bank. $.S.B., Milwaukee, Wisconsin.

~ Submitted, August 4, 1997

Richmond

Matawan National Bank, Williamson, West Virginia -- report on competitive factors
of the proposed merger with Matewan National Bank/Kentucky, Pikeville,
Kentucky.

- Submitted, August 8, 1997

Atlanta

Merchants Bank, Jackson, Alabama -- report on competitive factors of the proposed
purchase of certain assets and assumption of certain liabilities of the Grove Hill
Branch of United Security Bank, Thomasville, Alabama.

~ Submitted, August 6, 1997

Minneapolis
Mid-Wisconsin Bank, Medford, Wisconsin -- report on competitive factors of the
proposed purchase of the assets and assumption of the liabilities of the Northern and

Tomahawk, Wisconsin, branches of M&I Merchants Bank, Rhinelander, Wisconsin.
- Approved. August 8, 1997



Information Requests

The public portions of the applications and notices currently listed in this release are available on an
expedited basis from the appropriate Federal Reserve Bank. The public portion of the application also

may be obtained from the Board.

Federal Reserve Bank of Boston
Jonathan Fine (TEL: 617-973-3339; FAX: 617-973-3219)

Federal Reserve Bank of New York
Margaret Carmody (TEL: 212-720-7924; FAX: 212-720 -6628)

Federal Reserve Bank of Philadelphia
Rosanna Crosier (TEL: 215-574-6581; FAX: 215-574-4146)

Federal Reserve Bank of Cleveland
Jim Terlop (TEL: 216-579-2197; FAX: 216-579-2932)

Federal Reserve Bank of Richmond
Gaile Clark (TEL: 804-697-8825; FAX: 804-697-8283)

Federal Reserve Bank of Atlanta
Wayne Smith (TEL: 404-589-7265; FAX: 404-589-7342)

Federal Reserve Bank of Chicago
Frank Skweres (TEL: 312-322-4785; FAX: 312-322-5894)

Federal Reserve Bank of St. Louis
Cathie Windsor (TEL: 314-444-4638, FAX: 314-444-8740)

Federal Reserve Bank of Minneapolis
Paula Charles (TEL: 612-372-2982; FAX: 612-344-2702)

Federal Reserve Bank of Kansas City
Patty Biesemeyer (TEL: 816-881-2464; FAX: 816-881-2252)

Federal Reserve Bank of Dallas
Rob Jolley (TEL: 214-922-6071; FAX: 214-922-6302)

Federal Reserve Bank of San Francisco
Michael Johnson (TEL: 415-974-2995; FAX: 415-974-3031)

Board of Governors of the Federal Reserve System
Freedom of Information Office (TEL: 202-452-3684; FAX: 202-872-7562, and 202-872-7565)



der: serv tlanta
ications Bulletii Wee ing Ai

Recently Aj icati Approv: le

Colonial Bank 08-06-97
Montgomery, Alabama

To merge with First Independence Bank of Florida, Fort Myers, Florida, pursuant to Section 18(c)
of the Federal Deposit Insurance Act.

Colonial Bank 08-07-97
Montgomery, Alabama
To establish a branch located at 5441 Highway 90 West, Mobile, Alabama.

Colonial Bank 08-07-97
Montgomery, Alabama
To establish a branch located at 3379 Peachtree Road, Atlanta, Georgia.

SouthTrust Corporation 08-04-97
Birmingham, Alabama

Request for waiver of the application requirement of Section 3(a)(3) of the Bank Holding Company
Act by SouthTrust Corporation, Birmingham, Alabama, to acquire Barnett Bank of Southwest
Georgia, Columbus, Georgia.

Compass Bank 08-06-97
Jacksonville, Florida

To establish a branch located at the intersection of J. Turner Butler Boulevard and Gate Parkway,
Florida.



Federal Reserve Release

H.2

Actions of the Board, Its Staff,
and the Federal Reserve Banks:

Applications and Reports Received

No. 32
Week Ending August 9, 1997

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



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Altus NBC Corporation, NBC Corporation, Inc., 4 Kansas City June 25, 1997
Inc., Oklahoma City, Oklahoma City, OK, and
OK NBC Technologies, Inc.,
Oklahoma City, OK
providing data
processing services (b)(14)
ANB Corporation, Lakeside Bancshares, Inc., 3 Dallas August 25, 1997
Terrell, TX Rockwall, TX & Lakeside
National Bank, Rockwall,
TX
Arrendale, Thomas A., Habersham Bancorp, CIBC Atlanta June 5, 1997
Ill, Gainesville, GA, Cornelia, GA, and
Bussey, Cynthia A., Habersham Bank,
Atlanta, GA, and Clarkesville, GA
Arrendale, Nelle,
Clarkesville, GA, as
partners in the
Arrendale Undiversified
Family Limited
Partnership,
Baldwin, GA
Associated Banc- First Financial Corporation, 4 Chicago August 15, 1997
Corp(1), Green Bay, WI Stevens Point, WI,
CONTINUED and First Financial Bank,
FSB, Stevens Point, WI
owning and operating a
savings and loan
association (b)(4);
Appraisal Services, Inc.,
Milwaukee, WI performing
appraisals of real estate &
CONTINUED
Associated Banc- tangible personal property 4 Chicago August 15, 1997

Corp(2), Green Bay, WI
CONTINUED

(b)(2); & First Financial
Card Services Bank, N.A.,
Stevens Point, WI operating
a

credit card bank (b)(1) and
Q)


H.2 Additions/Corrections

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

COMPETITIVE FACTORS REPORTS

San Francisco
Hawaiian Trust Company, Ltd., Honolulu, Hawaii -- report on competitive factors of
the proposed merger with Bank of Hawaii.
- Submitted, August 1, 1997

New York
Synergy Federal Credit Union, Cranford, New Jersey -- report on competitive

factors of the proposed merger with Synergy Federal Mutual Savings Bank.
- Submitted, July 28, 1997

EXTENSIONS OF TIME

Atlanta
First Citizens Bancorp. Cleveland. Tennessee -- extension to November 2. 1997. to
convert its subsidiary, The Home Bank of Ducktown. Ducktown, Tennessee, to a
federally chartered savings bank.
- Granted, August 1, 1997



H2 Page 9
August 3, 1997 to August 9, 1997

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

Chicago
Halbur Bancshares, Inc., Halbur, Iowa -- extension to November 5, 1997, to redeem

shares.
- Approved, August 5, 1997

MEMBERSHIP

Chicago
Charter Bank, Wyandotte, Michigan -- to become a member of the Federal Reserve

System.
- Approved, August 8, 1997



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Edison Bancshares, Fort Edison 3 Atlanta August 1, 1997
Myers, FL National Bank (in

organization), Fort Myers,

FL
Emprise Financial Mid Continent Bancshares, 4 Kansas City September 2, 1997
Corporation, Wichita, Inc., El Dorado, KS, & Mid
KS Continent Federal Savings

& Loan Association, El

Dorado, KS operating a

savings association (b)(4)
Estrin Associates, Estrin Associates, L.L.C. & CIBC Richmond July 15, 1997
L.L.C, and Estrin Estrin Family Limited
Family Limited Partnership T1, Bethesda,
Partnership, Bethesda, MD
MD
F.N.B. Corporation, Sun Bancorp, Inc., 3and4 Cleveland August 7, 1997
Hermitage, PA Selinsgrove, PA & Sun

Bank, Selinsgrove, PA, &

Pennsylvania Sun Life

Insurance Company,

Phoenix, AZ providing

credit life &

disability insurance

exclusively to customers of

Sun Bank, Sun Bancorp,

Inc.'s bank subsidiary

(by(11)
F.N.B. Corporation, Indian Rocks State Bank, 3 Cleveland September 2, 1997
Hermitage, PA Largo, FL
Fifth Third Bancorp, Suburban Bancorporation, 4 Cleveland May 27, 1997
Cincinnati, OH Inc.,

Cincinnati, OH,

Suburban Federal Savings

Bank,

Cincinnati, OH
First Fairland Fairland Holding Company, 3 Kansas City August 1, 1997
Banshares, Inc., Inc., Neosho,
Fairland, OK MO


FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 8/08/97
Section I - Jications Subj N Notice 0
licati C Period Ending I
Silicon Valley Bank, Santa Clara, Newspaper: 7/25/97
California, to establish a branch office
at 899 Adams Street, Suite G2, St. Helena,
California. *
. . oe .
REE Tar] Pa Cn i | Register Noti
Richard A. and Ramona Lagomarsino, the Ramona Newspaper: Not available
Lagomarsino Family Limited Partnership, Robert J. and
Norma M. Lagomarsino, and Catherine S. and Jack W. Fed. Reg.: 8/20/97
Wood, Ventura, California, to retain their ownership of
19.06 percent of Americorp, Ventura, California. *
John I. Bloomberg, Park City, Utah, to acquire Newspaper: Not available
3.2 percent of Draper BanCorp, Draper,
Utah. * Fed. Reg.: 8/12/97
1867 Western Financial Corporation, Stockton, Newspaper: 8/31/97
California, to acquire less than 25 percent of Capital
Corp of the West, Merced, California. * Fed. Reg.: 9/02/97

Section III -Applications Subject to Federal Register Onl

1867 Western Financial Corporation, Stockton, Fed. Reg.: 8/26/97
California, to engage indirectly in operating an

industrial loan company and providing credit life

insurance through the acquisition of Town and

Country Finance and Thrift Company, Turlock,

California, which is a subsidiary of Capital Corp of

the West, Merced, California.

1867 Western Financial Corporation, Stockton, Fed. Reg.: 8/26/97
California, to engage indirectly in management

consulting and furnishing investment advice through

Capital West Group, Inc., Merced, California, which

is a subisidary of Capital Corp of the West, Merced,

California.

* Subject to CRA.



NONE

Federal Reserve Bank of Chicago
- Applicati ji i ew:

licatic

ion V - Availabili Public Evaluati

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 August 8, 1997. If you are interested in obtaining a copy of the evaluation document, please
contact the bank(s) directly.

Td

O-

NI -

SN -

Ss

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 capabilities.

BANK NAME/LOCATION EXAMINATION DATE RATINGS
Towa Trust & Savings Bank 5/5/97 Ss
2101 10th Street
P.O. Box 159

Emmetsburg, Iowa 50536-0159
(712) 852-3451
RSSD #649342



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
Associated Banc-Corp, First Financial Corporation, Chicago August 5, 1997
Green Bay, WI Stevens Point, WI,

and First Financial Bank,

FSB, Stevens

Point, WI owning &

operating a

savings and loan

association (b)(4)
Banco Bilbao Vizcaya, BBV LatlInvest Securities New York March 4, 1997
S.A., Inc.,
Bilbao, Spain New York, NY,

securities activities (b)(1),

(b)(4), (b)(15), and (6)(16)
Bank of Elmwood Elmwood Financial Chicago August 4, 1997
Employee Stock Corporation, Racine, WI,
Ownership Plan and and Bank of Elmwood,
Trust, Racine, WI Racine, WI
Bank of Idaho Holding Bank of Eastern Idaho, ‘San Francisco June 9, 1997
Company, Idaho Falls, ID
Idaho Falls, ID
Bank of Montreal, Cash Station, Inc., Chicago, Chicago August 28, 1997
Montreal, Canada; IL in certain data
Bankmont Financial processing activities,
Corp., Chicago, IL; consisting of electronic
Harris Bankcorp, Inc., funds transfer services
Chicago, IL & Harris (b)(14)
Bankmont, Inc.,
Chicago, IL
Bank of New York State Street Boston New York March 14, 1997
Company, Inc., Corporation,
New York, NY Boston, MA;

State Street Bank and Trust

Company,

Boston, MA

trust, securities and data

processing activities (b)(3),

(b)(4), and (6)(7)
Banterra Corp, 1st Bancorp Vienna, Inc., St. Louis. July 18, 1997
Eldorado, IL Vienna,

IL, First State Bank of
Vienna, Vienna, IL



Federal Reserve Bank of Chicago

Section IIL - Applications Subj Federal Regi
Notice Only cont’d

Comment Period

4(c)(8) Northern Bankshares, Inc. FR - **
McFarland, Wisconsin
To extend its lending authority

4(c)(8) Bank of Montreal FR- **
Toronto, Canada
Cash Station, Inc.
Chicago, Illinois

4(6)(8) Bankmont Financial Corp. FR - **
Chicago, Illinois
Cash Station, Inc.
Chicago, Illinois

4(©)(8) Harris Bankcorp, Inc. FR - **
Chicago, Illinois
Cash Station, Inc.
Chicago, Illinois

4(c)(8) Harris Bankmont, Inc. FR - **
Chicago, Illinois
Cash Station, Inc.
Chicago, Illinois

4(c)(8) Firstbank of Illinois Co. FR - 8-26-97
Springfield, Hlinois
Geneva Capital Corp.
Springfield, Illinois



Applicant or notificant

Acquiree or activity

Section of law

Reserve Bank

End of comment period

KeyCorp(1), Cleveland,
OH

CONTINUED

KeyCorp(2), Cleveland,
OH
CONTINUED

KeyCorp(2), Cleveland,
OH
CONTINUED

KeyCorp(3), Cleveland,
OH

Keystone Financial,
Inc., Harrisburg, PA

Lagomarsino, Richard
A, and Robert J.,

both of Ventura, CA, &
Wood, Catherine S.,
Carpinteria,

CA; acting in concert

Key Capital Markets, Inc., 4
Cleveland, OH underwriting
& dealing in all types of
debt and equity securities
(other

than ownership interests in
open-end investment
companies) J.P. Moran &
Co., Inc., The Chase
Manhattan Corp.,
CONTINUED

Bankers Trust New York 4
Corp., Citicorp and Security
Pacific Corp., 75 Fed. Res.
Bull. 192 (1989); providing
certain financial &
investment advisory
services, providing certain
agency transactional
services for customer
investments

CONTINUED

75 Fed. Res. Bull. 192 4
(1989); financial &

investment advisory

activities (b)(6); agency
transactional services for
customer investments

(b)(7); and investment
transactions as principal

(b)8)

& engaging in certain 4
investment transactions &
principal (6)(6), (7) & (8)

MMC &P, Inc., Pittsburgh, 4
PA employee benfits
consulting services (b)(9)

Americorp, Ventura, CA, CIBC
and American Commercial

Bank, Ventura, CA

Cleveland

Cleveland

Cleveland

Cleveland

Philadelphia

San Francisco

August 1, 1997

August 1, 1997

August 1, 1997

August 1, 1997

July 29, 1997

August 6, 1997



H.2 Page 6
August 3, 1997 to August 9, 1997

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

COMPETITIVE FACTORS REPORTS

New York

Bank Leumi Trust Company of New York, New York, New York -- report on
competitive factors of the the proposed acquisition of assets and assumption of
liabilities of three United States branches of Bank Leumi Le-Israel B.M., Tel Aviv,
Israel.

- Submitted, August 6, 1997

Richmond

Bank of Raleigh, Beckley, West Virginia -- report on competitive factors of the
proposed merger with Beckley Federal Savings Bank, Beckley, West Virginia.
- Submitted, August 5, 1997

Minneapolis
Bank of the Southwest, N.A., Pagosa Springs, Colorado -- report on competitive
factors of the proposed acquisition of assets and assumption of liabilities of Norwest
Interim Bank Southwest, N.A.
- Approved, August 7, 1997

Boston
BankBoston National, Boston, Massachusetts -- report on competitive factors of the
proposed acquisition of assets and assumption of liabilities of Pacific National Bank,
Nantuck, Massachusetts.
- Submitted, August 8, 1997

New York

China Trust Bank of New York, New York. New York -- report on competitive
factors of the proposed acquisition of certain assets and assumption of certain
liabilities of a branch of The Bank of New York in Hackensack, New Jersey.

- Submitted, August 5, 1997

San Francisco

Citizens State Bank of Santa Paula, Santa Paula, California -- report on competive
factors of the proposed merger with Interim Citizens, Inc.
- Submitted, August 8, 1997



Fe eserve Bi tlanta
ications Bulletin for Week Endin, ust 8, 1997

ection | ~ lications Subject to New: Notice O:
Application Comment Period Ending Date
AmSouth Bank 08-29-97*

Birmingham, Alabama
To establish a branch located at 11314 Causeway Boulevard, Brandon, Florida.

AmSouth Bank 08-29-97*
Birmingham, Alabama
To establish a branch located at 15051 Tamiami Trail, Fort Myers, Florida.

Colonial Bank 09-07-97*
Montgomery, Alabama
To establish a branch located at 4336 US Highway 231, Wetumpka, Alabama.

Metro Bank of Dade County 08-07-97*
Coral Gables, Florida
To establish a branch located at 4820 N. Federal Highway, Lighthouse Point, Florida.

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

Application Comment Period Ending Date
Valley National Corporation Not yet available*

Lanett, Alabama
1-BHC formation, Valley National Bank of Lanett, Lanett, Alabama.

Independent Bancshares, Inc. Not yet available*
Powder Springs, Georgia

After-the-factchange in control by Mr. Bob Maurice Prillaman and Ms. Lillias B. Prillaman to retain
10.4 percent of the outstanding shares of Independent Bancshares, Inc., Powder Springs, Georgia.

*Subject to provisions of the Community Reinvestment Act.



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
Cooperative Centrale in acting as a commodity 4 New York July 10, 1997
Raiffeisen- pool operator, and in
Boerenleenbank, providing administrative
B.A.(4), Rabobank services to open-end
Nederland, Utrecht, the investment companies
Netherlands
CONTINUED
Corley, John William, First State Bancorp of CIBC Chicago May 16, 1997
00) Monticello, Inc.,
Monticello, IL Monticello, IL
CONTINUED State Bank of Hammond,
Hammond, IL; First State
Bank of Monticello,
Monticello, IL; First State
Bank of Bloomington,
Bloomington, IL; First State
Bank of Heyworth,
Heyworth, IL;
CONTINUED
Corley, John William, First State Bank of Atwood, CIBC Chicago May 16, 1997
(2) Atwood, IL
Monticelli, IL
CONTINUED
Cox, Walter L., Sr., Morris County Bankshares, CIBC Dallas April 30, 1997
Naples, TX Incorporated,
Naples, TX;
Morris County National
Bank,
Naples, TX
Crestar Financial American Nat'l Bancorp, 4 Richmond August 15, 1997

Corporation, Richmond,
VA

Inc., & American Nat'l
Savings Bank, F.S.B.,
Baltimore, MD acting as

agent in the sale of mutual
funds (6)(7); in the sale of
home mortgage redemption
insurance (b\(11Xi); and in

the sale of annuities

(oI 1)(vii)



Addresses for Comments and Information Requests
Addresses for comments differ from those for information requests.

Addresses for Comments

Comments on the applications and notices may be sent to the appropriate Federal Reserve Bank or
the Board.

Federal Reserve Bank of Boston

Richard Walker, Community Affairs Officer, 600 Atlantic Avenue, Boston, MA
02106-2204

Federal Reserve Bank of New York
Betsy Buttrill White, Senior Vice President, 33 Liberty Street, New York, NY 10045-0001

Federal Reserve Bank of Philadelphia

Michael E. Collins, Senior Vice President, 100 North 6th Street, Philadelphia,
PA 19105-1521

Federal Reserve Bank of Cleveland

Jeffrey Hirsch, Banking Supervisor, 1455 East Sixth Street, Cleveland, OH
44101-2566

Federal Reserve Bank of Richmond
A. Linwood Gill, III, Assistant Vice President, 701 East Byrd Street, Richmond, VA 23261-4528

Federal Reserve Bank of Atlanta

Lois Berthaume, Vice President, 104 Marietta Street, N.W., Atlanta, GA
30303-2713

Federal Reserve Bank of Chicago

Philip Jackson, Applications Officer, 230 South LaSalle Street, Chicago, IL
60690-1413

Federal Reserve Bank of St. Louis
Randall C. Sumner, Vice President, 411 Locust Street, St. Louis, MO 63102-2034

Federal Reserve Bank of Minneapolis
Karen L. Grandstrand, Vice President, 250 Marquette Avenue, Minneapolis, MN 55480-2171

Federal Reserve Bank of Kansas City
D. Michael Manies, Assistant Vice President, 925 Grand Avenue, Kansas City, MO 64198-0001

Federal Reserve Bank of Dallas
Genie D. Short, Vice President, 2200 North Pearl Street, Dallas, TX 75201-2272

Federal Reserve Bank of San Francisco

Pat Marshall, Manager of Analytical Support, Consumer Regulation Group, 101 Market Street, San
Francisco, CA 94105-1579

Board of Governors of the Federal Reserve System
William W. Wiles, Secretary, 20th & Constitution Avenue, N.W., Washington, DC 20551-0001



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Huntington Bancshares customer investments. Cleveland July 18, 1997
Incorporated(4), (b)(7); and First Michigan
Columbus, OH Life Insurance Co.,
CONTINUED Holland, MI insurance

agency underwriting

@)AD;
Huntington Bancshares, underwriting & dealing to a Cleveland June 17, 1997
Inc.(A), Columbus, OH, limited extent in all types of
Huntington Capital debt securities, including
Corp., corporate debt, sovereign
Columbus, OH debt securities, mortgage
CONTINUED revenue bonds, mortgage-

backed and consumer-

receivable securities J.P.

Morgan & Co.

CONTINUED
Huntington Bancshares, The Chase Manhattan Cleveland June 17, 1997
Inc.(B), Corp., Bankers Trust New
Columbus, OH York Corp., Citicorp and
CONTINUED Security Pacific Corp. (75.

Fed. Res. Bull. 192 (1989)

CONTINUED
Industrial Bank of Aubrey G. Lanston & Co., ‘New York May 12, 1997
Japan, Ltd., Inc.,
Tokyo, Japan New York, NY, securities

activities (b)(7); data

processing (b)(14);

financial & investment

activities (b)(6); and

underwriting (b)(8)
Intra Financial Peoples Bancorp of Kansas City June 20, 1997
Corporation, Belleville, Inc.,
Clyde, KS Belleville, KS, and

Peoples Bank of Belleville,

Belleville, KS
Jackson Boulevard Damen Financial Chicago August 1, 1997
Fund, Ltd., Chicago, IL Corporation, Schaumburg,

IL, Damen National Bank,

Schaumburg, IL
Jackson Boulevard Damen Financial Chicago September 3, 1997
Fund, Ltd.; Jackson Corporation, Schaumburg,
Boulevard Equities, L.P. IL & Damen National

& Paul J. Duggan, all of
Chicago, IL.

Bank, Schaumburg, IL



SBT Bancshares, Inc., Colorado Springs, Colorado,
for prior approval to operate State Bank & Trust
Mortgage L.L.C., Colorado Springs, Colorado, as a
joint venture with Auer Mortgage Company, Inc.,
Colorado Springs, Colorado; and engage de novo in
mortgage origination and lending activities.

Community Bancshares of Alva, Inc., Alva,
Oklahoma, for prior approval to redeem 47,100 shares
of its voting common stock and 5,000 shares of its
preferred stock.

ECTI - AILABI IF CRA PUBL LUAT)
Identification of Ratings

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

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

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

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

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



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Sephar, David L., First Community CIBC Kansas City July 25, 1997
Kansas City, KS Bancshares, Inc., Kansas

City,

KS, and First Community

Bank,

Kansas City, KS
Southwestern Southwestern Bank & Trust 3 Kansas City August 11, 1997
Bancshares, Inc., Company, Oklahoma City,
Oklahoma City, OK
OK
Spanjer, Leland, Cozad, C.S.B. Co., Cozad, NE, CIBC Kansas City August 11, 1997
NE, in his capacity as Cozad State Bank & Trust
Personal Representative Company, Cozad, NE, and
of the Estate of Clifford First National Bank of
G. Young Chadron, Chadron, NE
Spehar, David L. & First Community CIBC Kansas City August 5, 1997
Nancy A., Kansas City, Bancshares, Inc., Kansas
KS City, KS, and First

Community Bank, Kansas

City, KS
St. Yves, Robert W., Prineville Bancorporation, CIBC San Francisco August 5, 1997
Prineville, OR Prineville, OR and

Community First Bank,

Prineville OR (formerly the

Prineville Bank)
Sterling Bancshares, First Houston Bancshares, 3 Dallas July 21, 1997
Inc., Houston, TX Houston, TX, and Houston

National Bank, Houston, TX
Stockmens Financial BankWest 3 Kansas City July 25, 1997
Corporation, Rushville, (a de novo bank), Castle
NE Rock, CO
Suez Lyonnaise des Harbor Capital 4 New York August 21, 1997

Euax, Paris, France;
Societe Generale de
Belgique, Brussels,
Belguim; and Generale
de Banque, Brussels,
Belguim

Management, Inc., Boston,
MA investment advisory
activities (b)(6); investment
transactions as principal
(b)(8); & serve as general
partner of & provide
management & private
placement services to
unregistered investment
funds



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 RSSD# Exam Date —Date_ Rating _
Havelock Bank 22057 5-5-97 8-7-97 Satisfactory
6145 Havelock Avenue
Lincoln, Nebraskas 68507-1234
Citizens State Bank 328151 5-5-97 8-7-97 Satisfactory
P.O. Box 413
Miltonvale, Kansas 67466-0413
Stockgrowers State Bank = 565853 5-5-97 8-8-97 Satisfactory

P.O. Box 790
Worland, Wyoming 82401-0790

*Application is subject to CRA.



Applicant or notificant

Acquiree or activity

Section of law

Reserve Bank

End of comment period

Canadian Imperial Bank
of Commerce(1),
Toronto, Canada
CONTINUED

Canadian Imperial Bank
of Commerce(3),
Toronto, CA
CONTINUED

Canidian Imperial Bank
of Commerce(2),
Toronto, Canada
CONTINUED

Canidian Imperial Bank
of Commerce(4),
Toronto, Canada
CONTINUED

CIBC Wood Gundy
Securities Corp. (“CIBC
Wood Gundy"), New York,
NY, all the outstanding
shares of Oppenheimer
Holdings, Inc., New York,
NY, & its subsidiaries,
including

Oppenheimer & Co., Inc.,
New York, NY in
underwriting &
CONTINUED

in activities related to
extending credit (b)(2); in
providing financial &
investment advisory
services (b)(6); in providing
securities brokerage,
riskless principal, private
placement, futures
commission merchant &
other agency transactional
CONTINUED

dealing to a limited extent
in all types of equity & debt
securities that a state
member bank may not
underwrite and deal in,
except ownership interests
in open-end investment
companies;in making loans
or other extensions of credit
x1);

CONTINUED

services (b)(7); in
underwriting & dealing in
government obligations &
money market instruments,
providing investments &
trading services & buying
& selling bullion & realted
activities (b)(8)

New York

New York

New York

New York

August 28, 1997

August 28, 1997

August 28, 1997

August 28, 1997



Federal Reserve Bank of Chicago

i - icati j Both Newspaper and Federal

Register Notice
Comment Period
3(a)(3) Bank of Elmwood Employee Stock Ownership FR - 8-4-97
Plan and Trust* NP - 7-24-97
Racine, Wisconsin
Elmwood Financial Corporation
Racine, Wisconsin
Bank of Elmwood
Racine, Wisconsin
CoC-HC Damen Financial Corporation FR - **
Schaumburg, Illinois NP - **
By Jackson Boulevard Fund, Ltd. and
Paul J. Duggan
3(a)(1) Progressive Bancorp, Inc.* FR - 8-15-97
Pekin, Illinois NP - 8-14-97
Pekin Savings, S.B.
Pekin, Illinois
CoC-HC First Business Bancshares, Inc. FR - **
Madison, Wisconsin NP - **
By Sam Jacobsen
3(a)(1) First State Bancshares, Inc.* FR - 8-15-97
Ida Grove, Iowa NP - 8-22-97
First State Bank
Ida Grove, Iowa
3(a)(1) Hometown Independent Bancorp, Inc.* FR - 8-15-97
Morton, Illinois NP - **

Morton Community Bank
Morton, Illinois



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Community Holding The First National Bank of Cleveland August 26, 1997
Company, Inez, KY Louisa, Louisa, KY, into a
federal-charted stock
savings bank, Inez Deposit
Bank, F.S.B., Inez, KY
savings & loan activities
(b4)
Community National Community National Bank Chicago July 29, 1997
Bancorporation, (in organization),
Waterloo, IA Waterloo, LA.
Cooperative Centrale Smith Graham & Co. Asset New York July 10, 1997
Raiffeisen- Managers L.P., Houston,
Boerenleenbank, TX, & SGR Global
B.A.(1), Rabobank Advisers, Houston, TX, &
Nederland, Utrecht, The Robeco Institutional Asset
Netherlands Management US, Inc.,
CONTINUED Houston, TX, & AEA
Global Advisors LLC, New
York, NY, & Robeco
Group, N.V., Rotterdam
CONTINUED
Cooperative Centrale Smith Graham & Co. Asset New York July 10, 1997
Raiffeisen- Managers L.P., and SGR
Boerenleenbank, Global Advisors, and
B.A.(2), Rabobank Robeco Institutional Asset
Nederland, Utrecht, The Management US, Inc., and
Netherlands AEA Global Advisors,
CONTINUED LLC, and Smith Graham &
Co. Asset Managers L.P.,
and SGR Global Advisers,
CONTINUED
Cooperative Centrale Robeco Institutional Asset New York July 10, 1997
Raiffeisen- Management US, Inc., and
Boerenleenbank, AEA Global Advisors LLC,
B.A.(3), Rabobank in investment (b)(6), as a
Nederland, Utrecht, the general partner to and
Netherlands providing administrative
CONTINUED services to investment
partnerships, including

placing interests in such
partnerships, CONTINUED



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Jacobsen, Sam J.,
Middleton, WI

Jasper Banking
Company Second
Amended and Restated
Employee Stock
Ownership Stock Bonus
Plan (ESOP), Jasper, GA

Kazi, Zubair and Khatija,
Studio City, CA;

and Abdul-Rahman,
Yahia and Magda,
Pasadena, CA

Kazi, Zubair and Khatija,
Studio City, CA;

and Yahia and Magda
Abdul-Rahman,
Pasadena, CA

Keene Bancorp
Employee Stock
Ownership Plan &
Trust, Keene, TX

KeyCorp(1), Cleveland,
OH
CONTINUED

First Business Bancshares,
Madison, WI & First
Business Bank, Madison,
WI

JBC Bancshares, Inc.,
Jasper, GA

Greater Pacific Bancshares,
Whittier, CA;

Bank of Whittier, N.A.,
Whittier, CA

Kentucky Home Bank,
Bardstown, KY

Keene Bancorp, Inc.,
Keene, TX & First State
Bank, Keene, TX

Key Capital Markets, Inc.,
Cleveland, OH, in
underwriting & dealing in,
to a limited extent, all types
of debt & equity securities
(other than ownership
interests in open-end
investment companies) J.P.
Morgan & Co., Inc., et al,
CONTINUED

CIBC

CIBC

CIBC

Chicago

Atlanta

San Francisco

San Francisco

Dallas

Cleveland

August 28, 1997

August 12, 1997

May 5, 1997

April 17, 1997

September 2, 1997

August 11, 1997



H2 Page 2
August 3, 1997 to August 9, 1997 .

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

Richmond

The Bank of Floyd, Floyd, Virginia -- to establish a branch at 185 South Main
Street, Hillsville, Virginia.
- Approved, August 4, 1997

BANK HOLDING COMPANIES

Chicago
Bank of Elmwood Employee Stock Ownership Plan and Trust, Racine, Wisconsin --
to acquire additional shares of Elmwood Financial Corporation, Racine, Wisconsin.
- Approved, August 8, 1997

Kansas City
Central Bancshares, Inc., Kansas City, Missouri -- to acquire Cash Now L.L.C.,
Grandview, Missouri, and Cash Now, Inc., Kansas City, Kansas, and engage in
lending and check cashing activities.
- Permitted, August 8, 1997

Kansas City
Citizens Bancshares Company, Chillicothe, Missouri -- to engage de novo in
purchasing and servicing accounts receivable through a joint venture.
- Permitted, August 4, 1997

Kansas City
Community Bankshares, Inc., Denver, Colorado -- to acquire shares of Upper Rio
Grande Bank Corporation, Del Norte, Colorado.
- Approved, August 6, 1997

Kansas City
First Fairland Bancshares, Inc., Fairland, Oklahoma -- to acquire Fairland Holding
Company. Neosho, Missouri.
- Approved, August 8, 1997

Kansas City
First National Bank Shares, Ltd., Great Bend, Kansas -- to acquire shares of

Bank West, Castle Rock, Colorado.
- Approved, August 6, 1997



H.2A

Notice of Formations and Mergers of, and Acquisitions by, Bank Holding

Companies; Change in Bank Control

Notices Filed as of August 14, 1997

The following companies and individuals seek System approval to acquire a bank holding company,
a bank, or a nonbanking company in a transaction that is subject to the Bank Holding Company Act of
1956 (12 U.S.C. 1841 et seq.), the Change in Bank Control Act (12 U.S.C.1817()), Regulation Y (12
CFR Part 225), or other applicable statutes and regulations. Comments regarding the applications and
notices must be received in writing at the Reserve Bank indicated, or at the Board of Governors, no
later than the end of the public comment period. Addresses for the Board and Federal Reserve Banks
are listed at the end of this release.

The public portions of the applications and notices, as well as other related filings required by the
Board, may be obtained on an expedited basis by contacting the appropriate Federal Reserve Bank;
addresses are listed at the end of this release. Applications and notices also may be obtained from the

Board.

Applicant or notificant

Acquiree or activity Section oflaw Reserve Bank

End of comment period

1867 Western Financial
Corporation (1),
Stockton, CA
CONTINUED

1867 Western Financial
Corporation(2),
Stockton, CA
CONTINUED

1867 Western Financial
Corporation, Stockton,
CA

Capital Corp of the West, 4
Merced, CA, & Town &
Country Finance & Thrift
Co., Turlock, CA &
Capital West Group, Inc.,
Stockton, CA operating an
industrial loan co. (b)(4);
providing credit life
insurance (b)(11);
management consulting
(b)(9); CONTINUED

San Francisco.

& investment & financial 4 San Francisco
advice (b)(6)

Capital Corp of the West, 3 San Francisco
Merced, CA & County

Bank, Merced, CA

August 26, 1997

August 26, 1997

September 2, 1997



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 8/08/97
BankAmerica Corporation, San Francisco, California, to Fed, Reg.: Not available

engage in unerwriting and dealing in debt and equity
securities and in obligations of the U.S.; acting as an
investment advisor; providing securities brokerage
services; acting as riskless principal; and acting as agent
for private placement of securities through Robertson,
Stevens & Company Group, L.L.C., and Robertson,
Stevens & Company, Inc., both of San Francisco,
California.

None



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Mahaska Investment
Company, Oskaloosa, IA

Maries County Bancorp,
Inc., Vienna, MO

Marshall & Ilsey
Corporation,
Milwaukee, WI

Maypearl Bancshares,
Inc., Maypearl, TX, and
Maypear! Holdings,
Inc., Wilmington, DE

McConachie, Kirk F.,
and Patricia A.,
Andover, KS

McGlasson, Harold
Edwin, McGlasson,
Karen Jane Veilon,
and Voorhies & Labbe
Profit Sharing Plan, all
of Lafayette,

LA

MidCity Financial
Corporation, Chicago, IL

Middleburg Bancorp,
Inc., Middleburg, KY

Midwest Community
Bancshares, Inc.,
Marion, IL

Pella State Bank, Pella, 1A

Progress Bancshares, Inc.,
Sullivan, MO, and Progress
Bank of Sullivan, Sullivan,
MO, a de novo bank

Security Capital
Corporation,
Milwaukee, WI,
Security Bank, S.S.B.,
Milwaukee, WI

First State Bank, Maypearl,
TX

Andover Financial
Corporation, Andover, KS
& The Andover State Bank,
Andover, KS

Tri-Parish Bancshares, Ltd.,
Eunice, LA, and Tri-Parish
Bank, Eunice, LA

Abrams Centre Bancshares,
Inc., Dallas, TX, and
Abrams Centre National
Bank, Dallas, TX

Lincoln Federal Savings
Bank, Liberty, KY in the
operation of a federal
savings bank (b)(4)

The Bank of Marion,
Marion, IL

CIBC

CIBC

4

Chicago

St. Louis

Chicago

Dallas

Kansas City

Atlanta

Chicago

St. Louis

St. Louis

September 12, 1997

August 15, 1997

May 5, 1997

August 7, 1997

August 22, 1997

August 1, 1997

August 28, 1997

July 24, 1997

September 2, 1997



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.

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.
Week Endi u: 7
NAME OF BANK RATING E INATION DATE

None

1/ Subject to provisions of Community Reinvestment Act.

2/ Later of dates specified in newspaper and Federal Register notices.

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

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



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
Citizens National Bank First Citizens Bancshares, Dallas September 3, 1997
of Waxahachie Inc. Waxahachie, TX &
Employee Stock Citizens National Bank,
Ownership Plan, Waxahachie, TX
Waxahachie, TX
Citizens National Josephine Bancshares, Inc., Cleveland July 28, 1997
Corporation, Paintsville, Prestonburg, KY, and The
KY Bank Josephine,

Prestonburg, KY
Comerzbank AG, CAM Acquisition, LLC, New York May 14, 1997
Frankfurt am Main, Wilmington, DE
Germany Montgomery Asset

Mangement, L.P.,

Montgomery Services,

LLC,

all of San Francisco, CA,

securities activities (b)(7)(i)

and (iii); financial &

Investment advisory

services (b)(6);

administrative services
Commerce Bancshares, CNB Bancorp, Inc., Kansas City August 8, 1997
Inc., Kansas City, MO, Independence,
and CBI-Kansas Inc., KS, and Citizens National
Kansas City, MO Bank,

Independence, KS
Commercial Citizens State St. Louis July 29, 1997
Bancshares, Inc., Bank, Hempstead, TX
Texarkana, AR
Community Bancshares, Citizens Bank, Appleton Kansas City July 31, 1997
Inc., Butler, MO City, MO
Community Bancshares, Upper Rio Grande Bank Kansas City July 28, 1997
Inc., Denver, CO Corporation, Del Norte,

CO, and Rio Grande

County Bank, Del Norte,

co
Community Financial MidAmerica Bank of St. St. Louis September 12, 1997

Corp., Olney, IL

Clair County, O'Fallon, IL


Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

First State Bancorp of
Monticello, Inc.,
Employee Stock
Ownership Plan(2),
Monticello, IL.
CONTINUED

First State Bancshares,
Inc., Farmington, MO

First State Bancshares,
Inc., Ida Grove, IA

Firstbank of Illinois Co.,
Springfield, IL

Florida Bancshares, Inc.,
Dade City, FL

FSB Bancorp, MHC &
FSB Bancorp, both of
Farmington, ME
CORRECTION

FSB Bancorp, MHC,
and FSB Bancorp, both
of Farmington, ME

Gage, W. Allen,
Houston, TX

& First State Bank of
Atwood, Atwood, IL

Perry County Financial
Corporation, Perryville,
MO, and

Perry County Savings
Bank, FSB,

Perryville, MO operating a
savings

association (b)(4)

First State Bank, Ida Grove,
IA

Geneva Capital
Corporation, Springfield,

IL serving as a broker in IL,
IN & St. Louis, MO for
mortgage loans to
companies engaged in
operating income-
producing commercial real
estate & in extending credit
& servicing loans (bX1)

First National Bank of
Pasco,
Dade City, FL

Franklin Savings Bank,
Farmington, MN

Franklin Savings Bank,
Farmington, ME

First Bancshares of Texas,
Inc., Houston, TX & First

3 Chicago
4 St. Louis
3 Chicago
4 Chicago
3 Atlanta
CIBC Boston
3 Boston
CIBC Dallas

Bank of Texas, Tomball, TX

September 12, 1997

August 1, 1997

August 15, 1997

August 26, 1997

April 21, 1997

August 28, 1997

August 28, 1997

August 28, 1997



FEDERAL RESERVE BANK OF PHILADELPHIA

I - AVAILABI RA PUBL ALUATI

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 August 8, 1997.

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/Locati Examination D CRA Rati

NONE NONE NONE



H.2
August 3, 1997 to August 9, 1997

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

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

BANK BRANCHES, DOMESTIC

Atlanta
Colonial Bank, Montgomery, Alabama -- to establish a branch at 3379 Peachtree
Road, Atlanta, Georgia.
- Approved, August 7, 1997

Colonial Bank, Montgomery, Alabama -- to establish a branch at 5441 Highway 90
West, Mobile, Alabama.
~ Approved, August 7, 1997

Chicago
F & M Bank-Northeast, Pulaski, Wisconsin -- to establish a branch at 1926 and 1934
Dickinson Road, DePere, Wisconsin.
~- Approved, August 4, 1997

Philadelphia

Madison Bank. Blue Bell, Pennsylvania -- to establish a branch office at 100 Main
Street, Lansdale, Pennsylvania.
- Approved, August 8, 1997

Chicago
Mercantile Bank of Western Iowa, Des Moines, lowa -- to establish a branch at the
Clay County Fair. 1404 4th Avenue West, Spencer. lowa.
- Approved, August 7, 1997

San Francisco
San Benito Bank, Hollister, California -- to establish a branch at 751 First Street,
Gilroy, California.
- Approved, August 6, 1997

San Francisco
Silicon Valley Bank, Santa Clara, California -- to establish a branch at 899 Adams
Street, St. Helena, California.
- Approved, August 6, 1997



Federal Reserve Bank of Kansas City Week ending August 8, 1997
SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY

APPLICATION COMMENT PERIOD ENDING DATE

Mercantile Bank, Overland Park, Kansas, for prior Not Available
approval to merge with Roosevelt Bank, Chesterfield,
Missouri, and to establish additional branches.

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

APPLICATION COMMENT PERIOD ENDING DATE

First National of Nebraska, Inc., Omaha, Nebraska, August 25, 1997
and its subsidiary, First National of Colorado, Fort

Collins, Colorado, for prior approval to acquire 100

percent of the voting shares of Platte Valley National

Bank, Grand Island, Nebraska, and First National of

Nebraska, Lincoln, Nebraska, both de novo banks in

organization. *

Gold Banc Corporation, Inc., Leawood, Kansas, for August 21, 1997
prior approval to acquire up to 100 percent of the

voting shares of Farmers Bancshares of Oberlin, Inc.,

Oberlin, Kansas, and thereby indirectly acquire

Farmers National Bank, Oberlin, Kansas.*

Kirk F. and Patricia A. McConachie, Andover, August 22, 1997
Kansas, to retain control of Andover Financial

Corporation, Andover, Kansas, and its subsidiary, The

Andover State Bank, Andover, Kansas.

SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY

APPLICATION COMMENT PERIOD ENDING DATE

Emprise Financial Corporation, Wichita, Kansas, for September 2, 1997
prior approval to acquire up to 9.9 percent of the

voting shares of Mid Continent Bancshares, Inc., El

Dorado, Kansas, parent of Mid Continent Federal

Savings & Loan Association, El Dorado, Kansas, and

thereby indirectly engage in operating a savings

association.*



Applicant or notificant

juiree or activity

Section oflaw Reserve Bank

End of comment period

The Bank of Mulberry
Employee Stock
Ownership

Trust,

Mulberry, AR

The Chase Manhattan
Corporation & Chase
Holdings Delaware,
Inc., New York, NY
CORRECTION

The Chase Manhattan
Corporation and Chase
Holding

Delaware Inc., New
York, NY

The Commercial
Bancorp, Inc., Ormond
Beach,

FL

TNB Bancorporation,
Inc., Brenham, TX, and
TNB

Bancorporation of
Delaware, Inc.,
Wilmington, DE

Triangle Bancorp, Inc.,
Raleigh, NC

Union Planters
Corporation(1),
Memphis, TN
CONTINUED

Union Planters
Corporation(2),
Memphis, TN
CONTINUED

ACME Holding
Company, Inc.,
Mulberry, AR, and
The Bank of Mulberry,
Mulberry, AR

Chase Manhattan Bank &
Trust Company, National
Association, Los Angeles,
CA

Chase Trust Company,
National Association, Los
Angeles, CA

Commercial Bank of
Volusia
County, Ormond Beach, FL

Texas National Bank,
Brenham, TX

Bank of Mecklenburg,
Charlotte, NC

Magna Bancorp, Inc.,
Hattiesburg, MS, &
Magnolia Federal Bank for
Savings, Hattiesburg, MS
indirectly

acquiring a federal savings
bank (b)(4); & Magna
Mortgage Co., Hattiesburg,
MS originating & servicing
mortgage loans (b)(1)
CONTINUED

& in providing real estate
appraisal & inspection
services (b)(2)

3 St. Louis
3 New York
3 New York
3 Atlanta

3 Dallas

3 Richmond
4 St. Louis
4 St. Louis

June 23, 1997

August 18, 1997

August 18, 1997

August 15, 1997

July 29, 1997

August I, 1997

August 15, 1997

August 15, 1997



Federal Reserve Bank of Chicago

Section I - Applications Subj N
Notice Only

Comment Period

Type Application Ending Date

Branch First American Bank ~ NP - 8-7-97
Carpentersville, Illinois
Northeast corner of intersection of Roosevelt Road (Route 38)
and Bakerhill Road
Glen Ellyn, Illinois

Branch Fifth Third Bank of Central Indiana NP - 8-15-97
Indianapolis, Indiana
3060 Valley Farms Road
Indianapolis, Indiana

Branch First Farmers Bank & Trust Company NP - 8-18-97
Converse, Indiana
36 West Fifth Street
Peru, Indiana

Branch Mercantile Bank of Western Iowa NP - 8-4-97
Des Moines, Iowa
Clay County Fair, 1404 4th Avenue West
Spencer, Iowa

Branch & Merger F & M Bank-Fennimore NP - **

Fennimore, Wisconsin
F & M Bank - Potosi
Potosi, Wisconsin
F & M Bank - Lancaster
Lancaster, Wisconsin
to establish branches at
302 South Madison
Lancaster, Wisconsin
102 South Main Street
Potosi, Wisconsin
100 Rosalyn Avenue
Dickeyville, Wisconsin


No. 32

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

BANK HOLDING COMPANIES

FORMS

CoreStates Financial Corporation, Philadelphia, Pennsylvania -- to engage in
certain nonbanking activities through CoreStates Securities Corporation.
- Permitted, August 4, 1997

Report of Transaction Accounts, Other Deposits and Vault Cash (FR 2900);
Report of Certain Eurocurrency Transactions (FR 2950/2951); Quarterly Report of
Selected Total Deposits and Reservable Liabilities (FR 2910q); Annual Report of
Total Deposits and Reservable Liabilities (FR 2910a); Allocation of Low Reserve
Tranche and Reservable Liabilities Exemption (FR 2930/2930a); Daily Advance
Report of Deposits (FR 2000); and Weekly Report of Deposits (FR 2001) --
extension for three years with revision for FR 2900 and FR 2950/2951; and
extension for three years, without revision for FR 2910q, FR 2910a, FR 2930/
2930a, FR 2000, and for FR 2001.

- Approved, August 8, 1997

Uniform Application for Municipal Securities Principal or Municipal Securities
Representative Associated with a Bank Municipal Securities Dealer (FR MSD-4);
and Uniform Termination Notice for Municipal Securities Principal or Municipal
Securities Representative Associated with a Bank Municipal Securities Dealer
(FR MSD-5) -- extension for three years, with revision.

- Approved, August 5, 1997

REGULATIONS AND POLICIES

Profitability of Credit Card Operations of Depository Institutions -- annual report
to the Congress.
- Approved, August 5, 1997

Regulation D -- request for comment on proposed amendments regarding
pass-through accounts and reserve accounts of foreign bank offices and Edge and
agreement corporations (Docket R-0980).

- Approved, August 4, 1997



Applicant or notificant

Acquiree or activity

Section of law

Reserve Bank

End of comment period

Barnett Banks, Inc.(1),
Jacksonville, FL; BB&T
Corp., Winston-Salem,
NC; Central Fidelity
Banks, Inc., & Crestar
Financial Corp.,
Richmond, VA; First
American Corp.,
Nashville, TN; First
Citizens BancShares,
Inc., Raleigh, NC;
CONTINUED

Bamett Banks, Inc.(2),
Jacksonville, FL; First
Union Corp., Charlotte,
NC; First Virginia
Banks, Inc., Fails
Church, VA; Jefferson
Bankshares, Inc.,
Charlottesville, VA;
NationsBank Corp.,
Charlotte, NC; Riggs
Nat'l Corp.,
Washington, D.C.;
CONTINUED

Barnett Banks, Inc.(3),
Jacksonville, FL; Signet
Banking Corp.
Richmond, VA;
SunTrust banks, Inc.,
Atlanta, GA; Synovus
Financial Corp.,
Columbus, GA, &
Wachovia Corporation,
Winston-Salem, NC

Barnett Banks, Inc.,
Jacksonville, FL

through HONOR
Technologies, Inc.,
Maitland, FL, Monetary

Transfer System, L.L.C., St.

Louis, MO, directly &
indirectly in certain data
processing & electronic
funds

transfer services (b)(14)

First of America Bank-
Florida, FSB, Tampa, FL
owning, controlling &
operating a savings
association (b)(4)

Richmond

Richmond

Richmond

Atlanta

September 3, 1997

September 3, 1997

September 3, 1997

August 15, 1997



RESERVE BANK APPLICATIONS BULLETIN For week ending August 8, 1997

FEDERAL RESERVE BANK OF ST. LOUIS

Applicati EndofC Period

* Section 9 notification by The Bank of Bentonville,
Bentonville, Arkansas, to establish a branch at 1802

Forest Hills Boulevard, Bella Vista, Arkansas. 8-24-97
Ei I - ATI B
RAL TER E
Application m iment Pt
None.
- AP’ T TT 13} I, E
Application End of Com P

Section 4(c)(8) notification by Hardin County

Bancshares, Inc., Savannah, Tennessee, to acquire

Majors Insurance Agency, Inc., Adamsville,

Tennessee. 8-26-97

* This notification is subject to CRA.



Federal Reserve Bank of Dallas

Section V - Publicly available CRA evaluations

Description of the CRA goal against which institutions are evaluated, the four performance levels, and the
institutions for which an evaluation is publicly available.

The CRA requires a periodic evaluation of each covered institution regarding the extent to which is has
ascertained, and helped meet, the credit needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent with its resources and capabilities.

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

Outstanding

Satisfactory

Needs to improve
Substantial noncompliance

RSSD Examination CRA CRA
number Institution/ Location date public date rating

None.

Section VI - CRA examinations scheduled Quarter of

Institution Location

*N/A

* The examination schedule for the fourth quarter of 1997 will be published on August 16, 1997.



Federal Reserve Bank of Chicago

ction IJ - Applicati ubject to Both Newspaper and Federal

Register Notice cont’d

Comment Period

Type Application Ending Date
4(c)(8) Associated Banc-Corp FR ~ 8-15-97
Green Bay, Wisconsin NP - 7-16-97

First Financial Corporation

Stevens Point, Wisconsin

First Financial Bank, FSB

Stevens Point, Wisconsin

Appraisals Services, Inc.

Milwaukee, Wisconsin

First Financial Card Services Bank, N.A.
Stevens Point, Wisconsin

3(a)(3) O.A.K. Financial Corporation* FR ~ 8-15-97
Byron Center, Michigan NP ~ 8-11-97
Caledonia Financial Corporation
Caledonia, Michigan
State Bank of Caledonia
Caledonia, Michigan

3(a)G) Mid City Financial Corporation* FR ~ 8-28-97
Chicago, Illinois NP - 8-25-97
Abrams Centre Bancshares, Inc.
Dallas, Texas
Abrams Centre National Bank
Dallas, Texas

COCc-HC Northern Bankshares, Inc. FR - **
McFarland, Wisconsin NP - **
By E. David Locke



FEDERAL RESERVE BANK OF BOSTON APPLICATIONS

SECTION I_- APPLICATIONS SUBJECT TO

NEWSPAPER NOTICE ONLY

Appli son iod i

NONE

II_- P. T!
Wi: DE)
FSB Bancorp, MHC and FSB Newspaper 08/24/97
Bancorp, both of Farmington,
Maine -3(a) (1) application E 1 Regi r 08/28/97
to become bank holding
companies through the
acquisition of Franklin
Savings Bank, Farmington,
Maine*
It - ICAT
FEDERAL REGISTER NOTICE ONLY

Application mment Peri D.

NONE

V_- AP. TION: T Ei T
FEDERAL REGISTER OR NEWSPAPER NOTICE

Appli

NONE

T Vv -

Institution Examination Date Rating**

NONE

Effective April 21, 1997, information regarding the comment periods associated wit
applications and notices submitted to the Federal Reserve Bank of Boston fo
processing under section 3 and 4(c) (8) of the Bank Holding Company Act of 1956, a
amended, will be available

24 hours a day by calling the following

toll-free number 1-800-896-9480.

*Subject to CRA.

**Rating Definitions: "O" - Outstanding; "S" - Satisfactory; "N" - Needs to
Improve; "SN" - Substantial Noncompliance


Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

| Hibernia Corporation,
| New Orleans, LA

Hometown Independent
Bancorp, Inc., Morton,
IL

Horizon Bancorp, Inc.,
| Beckley, WV

Huntington Bancshares
Incorporated(1),
Columbus, OH
CONTINUED

Huntington Bancshares
Incorporated(2),
Columbus, OH
CONTINUED

Huntington Bancshares
Incorporated(3),
Columbus, OH
CONTINUED

Unicorp Bancshares-Texas
Inc., Orange, TX, and
OrangeBank, Orange, TX

Morton Community Bank,
Morton,
IL

Beckley Bancorp, Inc.,
Beckley, WV, and

Beckley Federal Savings
Bank, Beckley,

WV operating a savings and
loan

association (b)(4)

First Michigan
Bancorporation, and
Superior Financial Corp.,
Holland, MI; FMB-Sault

Bank, Saulte Ste. Marie, MI;

FMB-First Michigan Bank,
Zeeland, MI; FMB-First
Michigan

Bank, Grand Rapids, MI;
FMB-Lumberman's Bank,
Muskegon, MI;
CONTINUED

FMB-Northwestern Bank,
Boyne City, MI; FMB-State
Savings Bank, Lowell, MI;
FMB-Commercial Bank,
Greenville, MI; FMB-
Security Bank, Manistee,
MI; FMB-Community
Bank, Dowagiac, MI; FMB-
Oceana Bank, Hart, MI;
CONTINUED

FMB-Reed City Bank, Reed
City, MI; FMB-Maynard
Allen Bank, Portland, MI;
FMB-Old State Bank,
Fremont, MI; FMB-Arcadia
Bank, Kalamazoo, MI; and
FMB-Trust, Holland, MI
trust company activities
(b)(5); FMB-Brokerage
Services, Inc., Holland, MI
CONTINUED

3 Atlanta

3 Chicago
4 Richmond
3 and 4 Cleveland
3 and 4 Cleveland
3 and 4 Cleveland

August 11, 1997

August 15, 1997

August 14, 1997

July 18, 1997

July 18, 1997

July 18, 1997



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

United Bankshares, Inc.,
Charleston, WV

United Community
Banks Inc., Blairsville,
GA

Valcourt, Jeffery T.,
Arlington, VA

Valley National
Corporation, Lanett, AL

Wachovia Corporation,
Winston-Salem, NC

West U. Limited,
Bradley F. Bracewell,
Jr., General

Partner, Houston, TX

Western Bank,
Albuquerque, New
Mexico ESOP & Trust,
Albuquerque, NM

Woodruff, Thomas M.,
Humble, TX

Young, David E.,
Chattanooga, TN

First Patriot Bankshares 3
Corporation,

Reston, VA, and

Patriot National Bank,

Reston, VA

First Clayton Bancshares, 3
Inc., Clayton, GA, and

First Clayton Bank and

Trust Company,

Clayton, GA

United Financial Banking CIBC
Companies, Inc.,

Vienna, VA, and

The Business Bank,

Vienna, VA

Valley National Bank of 3
Lannett, Lanett, AL

Jefferson National Bank, 3
Charlottesville, VA and
Jefferson National Bank,
Charlottesville, VA

First University CIBC
Corporation, Houston, TX,

and West University Bank,

N.A.,

Houston, TX

Western Bancshares of 3
Albuquerque, Inc.,

Albuquerque, NM, and

Western Bank,

Albuquerque, NM

Grimes County Capital
Corporation, lola, TX &
Community State Bank,
Houston, TX

CIBC

East Ridge

Bancshares, Inc., East
Ridge, TN, and Bank of
East Ridge, East Ridge, TN

CIBC

Richmond

Atlanta

Atlanta

Atlanta

Richmond

Dallas

Kansas City

Dallas

Atlanta

June 16, 1997

August 8, 1997

June 5, 1997

September 5, 1997

August 18, 1997

August 8, 1997

August 21, 1997

August 26, 1997

July 22, 1997



Applicant or notificant

Acquiree or activity

Section of law

Reserve Bank

End of comment period

BB&T Corporation(A),
Winston-Salem, NC
CONTINUED

BB&T Corporation(B),
Winston-Salem, NC
CONTINUED

BB&T Corporation(C),
Winston-Salem, NC
CONTINUED

a BB&T Corporation(D),
Winston-Salem, NC
CONTINUED

Craigie Incorporated,
Richmond, VA in
underwriting & dealing in,
to a limited extent, all types
of debt & equity
securities, other than.
interests in open end
investment companies;
underwriting & dealing in
bank-eligible securities,
(b)(8);

CONTINUED

providing securities
brokerage services on either
a stand-alone or full-service
basis (b)(7); acting as agent
for issuers & holders in the
private placement of
various types of securities
with financially
sophisticated counterparties
ina

CONTINUED

non-public offering (b)(7);
buying & selling on the
order of investors as a
riskless principal (b)(7);
making, acquiring or
servicing loans or other
extensions of credit,
including purchasing &
selling such loans &
extensions of credit in the
CONTINUED

secondary market, &
engaging in mortgage
banking activities (b)(1);
acting as an investment or
financial advisor to the
extent of serving as the
advisory company for a
mortgage or real estate
investment trust; serving as
an investment
CONTINUED

4

Richmond

Richmond

Richmond

Richmond

August 20, 1997

August 20, 1997

August 20, 1997

August 20, 1997



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period

BB&T Corporation(1), instruments (b)(7); leasing 4 Richmond August 20, 1997
Winston-Salem, NC personal or real property or
CONTINUED acting as agent, broker or

adviser in leasing such
property (b)(3); providing
management consulting
advice to non-affiliated
depository institution
(b)(9); engaging in futures,

forward &

CONTINUED
BB&T Corporation(J), option contracts on bank- 4 Richmond August 20, 1997
Winston-Salem, NC eligible securities for
CONTINUED hedging purposes (b)(8);

engaging in securities credit
activities (Reg. T),
including acting as a
conduit or imermediary in
securities borrowing &
lending (b)(7); & serving as
the general partner
CONTINUED

BB&T Corporation(K), of & holding equity 4 Richmond August 20, 1997
Winston-Salem, NC interests in certain limited
CONTINUED partnerships that would be

exempt from registration

under the 1940 Act.

BB&T Corporation, Virginia First Financial 4 Richmond August 18, 1997
Winston-Salem, NC Corporation, Petersburg,

VA, and Virginia Savings

Bank, F.S.B., Petersburg,

VA mortgage banking &

operating a savings & loan

association (b)(1) and (4)
BCB Bancorp, Inc., Heartland Data Center, Inc., 4 Minneapolis August 11, 1997
Chippewa Falls, WI Cameron, WI providing

data processing services to
local, nonaffiliated financial

institutions (b)(14)
Big Lake Financial CNB Financial Corporation, 3 Atlanta August 18, 1997
Corporation, Clewiston, FL, and
Okeechobee, FL Clewiston National Bank,

Clewiston, FL



FEDERAL RESERVE BANK OF PHILADELPHIA

JECTION I - J R
NOTICE ONLY

Ambassador Bank of the Commonwealth, Allentown, Pennsylvania to effect and survive a
merger with Wilbur Savings Bank, Bethlehem, Pennsylvania, pursuant to Section 5(d)(3)
of the Federal Deposit Insurance Act.

Newspaper comment period expires: expired
Ei I- LICATION: D TO B E)
D) ISTE
NONE