Federal Reserve Release 

H.2 

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received 

No. 12 

Week Ending March 22, 2003 

Board of Governors of the Federal Reserve System, Washington, DC 20551 
H.2 Board Actions March 16, 2003 to March 22, 2003 

Bank Holding Companies 

SouthTrust Corporation, Birmingham, Alabama, SouthTrust of Alabama, Inc., and 

SouthTrust Bank -- to acquire Founders Bancshares, Inc., Dallas, Texas, and Founders 

National Bank, and for SouthTrust Bank to merge with Founders National Bank and 

operate its existing branches. 

- Approved, March 19, 2003 

Regulations And Policies 

Interagency policy statement on internal auditing -- revised guidance on the independence 

of accountants who provide institutions with external and internal audit services. 

- Announced, March 17, 2003 

Enforcement 

Barnes Banking Company, Kaysville, Utah -- written agreement, dated March 12, 2003, 

with the Federal Reserve Bank of San Francisco. 

- Announced, March 21, 2003 

Midstate Bancorp, Inc., Hinton, Oklahoma, and Legacy Bank -- written agreements, 

dated February 18, 2003, with the Federal Reserve Bank of Kansas City. 

- Announced, March 17, 2003 

(AC) = Addition or Correction Board - Page 1 of 1 
H.2 Actions under delegated authority March 16, 2003 to March 22, 2003 

BS&R Banking Supervision and Regulation RBOPS Reserve Bank Operations and Payment Systems 

IF International Finance 

OSDM Office of Staff Director for Management 

C&CA Consumer and Community Affairs 

FOMC Federal Open Market Committee 

Bank Branches, Domestic 

San Francisco 

Atlanta 

Atlanta 

1st Pacific Bank of California, San Diego, California -- to establish a branch at 8889 Rio 

San Diego. 

- Approved, March 21, 2003 

AmSouth Bank, Birmingham, Alabama -- to establish branches at 1827 Murfreesboro 

Pike, Nashville, Tennessee; 2298 West County Highway 30-A, Unit 3, Santa Rosa 

Beach, Florida; and 9410 Healthplex Drive, Shreveport, Louisiana. 

- Approved, March 17, 2003 

Bank of Alabama, Birmingham, Alabama -- to establish a branch at 2744 Highway 31 

South, Pelham. 

- Approved, March 19, 2003 

Philadelphia 

Community Bank & Trust Company, Clarks Summit, Pennsylvania -- to establish a 

branch at Route 611, Tannersville. 

- Approved, March 17, 2003 

Richmond 

First Bank, Strasburg, Virginia -- to establish a branch at 5304 Main Street, Mount 

Jackson. 

- Approved, March 19, 2003 

Kansas City 

First State Bank N.M., Taos, New Mexico -- to establish a branch at 3000 Central 

Boulevard SE, Albuquerque. 

- Approved, March 21, 2003 

(AC) = Addition or Correction Delegated - Page 1 of 7 
H.2 Actions under delegated authority March 16, 2003 to March 22, 2003 

Bank Branches, Domestic 

Kansas City 

Heritage Bank, Louisville, Colorado -- to establish a branch at 8080 Weld County Road 

13, Firestone. 

- Approved, March 18, 2003 

New York 

HSBC Bank USA, Buffalo, New York -- to establish a branch at 225 West Valley 

Boulevard, San Gabriel, California. 

- Approved, March 21, 2003 

Richmond 

NBRS Financial, Rising Sun, Maryland -- to establish branches at the intersection of 

Maryland Route 213 and White Hall Road, Elkton, and 636 Broad Street, Perryville. 

- Approved, March 19, 2003 

Atlanta 

Palm Beach County Bank, Boynton Beach, Florida -- to establish a branch at 340 Royal 

Poinciana Way, Suite 333, Palm Beach. 

- Approved, March 17, 2003 

Dallas 

Texas State Bank, McAllen, Texas -- to establish a branch at 2252 Garrison Street, 

Eagle Pass. 

- Approved, March 19, 2003 

Chicago 

Union Bank & Trust Company, Evansville, Wisconsin -- to establish a branch at 696 

Janesville Street, Oregon. 

- Approved, March 21, 2003 

Richmond 

Valley Bank, Roanoke, Virginia -- to establish a branch at 3844 Keagy Road. 

- Approved, March 19, 2003 

(AC) = Addition or Correction Delegated - Page 2 of 7 
H.2 Actions under delegated authority March 16, 2003 to March 22, 2003 

Bank Holding Companies 

Dallas 

Blanco National Holdings, Inc., Blanco, Texas, and Blanco National Holdings of 

Delaware, Inc., Dover, Delaware -- to become bank holding companies through the 

acquisition of Blanco National Bank, Blanco. 

- Withdrawn, March 21, 2003 

Minneapolis 

First National Bancorp, Inc., Libby, Montana -- to merge with Montana First National 

Bancorporation, Kalispell, and acquire Montana First National Bank. 

- Approved, March 19, 2003 

St. Louis 

Harrodsburg First Financial Bancorp, Inc., Harrodsburg, Kentucky -- to acquire shares 

of First South Credit of Versailles, Inc., Versailles, and engage in consumer finance 

activities. 

- Withdrawn, March 20, 2003 

Kansas City 

Healthcare Bancorp, Inc., Broken Arrow, Oklahoma -- to become a bank holding 

company through the acquisition of Federal BankCentre. 

- Approved, March 21, 2003 

Atlanta 

Heartland Bancshares, Inc., Sebring, Florida -- waiver of a commitment. 

- Granted, March 20, 2003 

Kansas City 

Heritage Bancshares, Inc., Topeka, Kansas -- to become a bank holding company 

through the acquisition of Heritage Bank, a de novo bank, and for Heritage Bank to 

become a member of the Federal Reserve System. 

- Approved, March 21, 2003 

Atlanta 

Main Street Banks, Inc., Kennesaw, Georgia -- to merge with First Colony Bancshares, 

Inc., Alpharetta, and acquire its subsidiary, First Colony Bank. 

- Withdrawn, March 17, 2003 

(AC) = Addition or Correction Delegated - Page 3 of 7 
H.2 Actions under delegated authority March 16, 2003 to March 22, 2003 

Bank Holding Companies 

Dallas 

Ruff Management LLC, Longview, Texas -- to become a bank holding company through 

the acquisition of a general partnership interest in Ruff Partners, Ltd. and The First State 

Bank, Hallsville. 

- Approved, March 19, 2003 

Richmond 

Uwharrie Capital Corp, Albemarle, North Carolina -- to acquire Cabarrus Bank & Trust 

Company, Concord. 

- Approved, March 19, 2003 

Bank Mergers 

New York 

Interchange Financial Services Corporation, Saddle Brook, New Jersey -- for its 

subsidiary, Interchange Bank, to merge with Bridge View Bank, Englewood Cliffs. 

- Approved, March 19, 2003 

Minneapolis 

State Bank of La Crosse, La Crosse, Wisconsin -- to merge with First National Bank, La 

Crescent, Minnesota, and establish a branch in La Crescent. 

- Approved, March 21, 2003 

Banks, Foreign 

Director, BS&R 

DEPFA BANK, plc, Dublin, Ireland -- to establish an agency in New York, New York. 

- Approved, March 21, 2003 

Banks, State Member 

Richmond 

First Bancorp, Inc., Lebanon, Virginia -- to acquire First Commonwealth Bank, Wise, 

and for First Bancorp's subsidiary, The First Bank and Trust Company, Lebanon, to 

merge with First Commonwealth Bank and retain its existing branches. 

- Approved, March 20, 2003 

(AC) = Addition or Correction Delegated - Page 4 of 7 
H.2 Actions under delegated authority March 16, 2003 to March 22, 2003 

Change In Bank Control 

Dallas 

Extraco Corporation, Waco, Texas -- change in bank control. 

- Permitted, March 17, 2003 

St. Louis 

Moscow Bancshares, Inc., Moscow, Tennessee -- change in bank control. 

- Permitted, March 17, 2003 

Competitive Factors Reports 

New York 

Bank Audi (U.S.A.), New York, New York -- report on competitive factors of the 

proposed merger with INTERAUDI Florida Interim Bank, Miami, Florida. 

- Submitted, March 20, 2003 

Dallas 

The Blanco National Bank, Blanco, Texas -- report on competitive factors of the 

proposed merger with Blanco National Interim Bank. 

- Submitted, March 21, 2003 

San Francisco 

Cathay Bank, Los Angeles, California -- report on competitive factors of the proposed 

purchase of the deposit accounts of the New York branch of CITIC International 

Financial Holdings Limited, New York, New York. 

- Submitted, March 18, 2003 

Richmond 

Chesapeake Bank of Maryland, Baltimore, Maryland -- report on competitive factors of 

the proposed merger with CB Interim Savings Bank, Towson. 

- Submitted, March 20, 2003 

Atlanta 

Community Bank of Pickens County, Jasper, Georgia -- report on competitive factors of 

the proposed interim merger with Pickens Interim Corporation. 

- Submitted, March 19, 2003 

(AC) = Addition or Correction Delegated - Page 5 of 7 
H.2 Actions under delegated authority March 16, 2003 to March 22, 2003 

Competitive Factors Reports 

St. Louis 

First Community Bank, Jonesboro, Arkansas -- report on competitive factors of the 

proposed merger with Marked Tree Bank, Marked Tree. 

- Submitted, March 17, 2003 

Minneapolis 

Atlanta 

Atlanta 

Great Western Bank, Watertown, South Dakota -- report on competitive factors of the 

proposed merger with Great Western Bank, Rapid City. 

- Submitted, March 20, 2003 

Liberty Bank and Trust Company, New Orleans, Louisiana, and New Liberty Bank --

report on competitive factors of the proposed merger with First American Bank, Jackson, 

Mississippi, through a corporate reorganization, and of the proposed merger of New 

Liberty Bank with First American Bank. 

- Submitted, March 19, 2003 

Millennium Bank, Gainesville, Florida -- report on competitive factors of the proposed 

merger with MLB Interim Bank. 

- Submitted, March 19, 2003 

Extensions Of Time 

Atlanta 

Cypress Bankshares, Inc., Palm Coast, Florida -- extension to July 3, 2003, to become a 

bank holding company through the acquisition of Cypress Bank. 

- Granted, March 17, 2003 

St. Louis 

Mercantile Bancorp, Inc., Quincy, Illinois -- extension to June 11, 2003, to increase its 

ownership of New Frontier Bancshares, Inc., St. Charles, Missouri, and New Frontier 

Bank. 

- Granted, March 17, 2003 

(AC) = Addition or Correction Delegated - Page 6 of 7 
H.2 Actions under delegated authority March 16, 2003 to March 22, 2003 

Extensions Of Time 

Atlanta 

Tropical Bancshares of Florida, Inc., Englewood, Florida -- extension to July 3, 2003, to 

become a bank holding company through the acquisition of Englewood Bank. 

- Granted, March 17, 2003 

Financial Holding Companies 

Director, BS&R 

Banco Itau Holding Financeira, Sao Paulo, Brazil -- election to be treated as a financial 

holding company. 

- Effective, March 21, 2003 

Membership 

St. Louis 

Farmers Bank, Parsons, Tennessee -- to become a member of the Federal Reserve 

System. 

- Approved, March 17, 2003 

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

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, March 22, 2003 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period 

None 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

None 
Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 2

Federal Reserve Bank of New York

Applications and notifications filed during the week ending Saturday, March 22, 2003 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

3(a)1, 3(a)3 Woori Finance Holdings Co., Ltd., and Woori Bank, both of Newspaper – 04/13/2003 

Seoul, Korea, to acquire 100 percent of the capital stock of Fed. Reg. – N/A 

Panasia Bank, N.A., Fort Lee, New Jersey. 

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

Ending date of 

Type Application comment period 

None 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

None 
Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 3

Federal Reserve Bank of Philadelphia

Applications and notifications filed during the week ending Saturday, March 22, 2003 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

Branch Patriot Bank, Pottstown, PA, to establish a branch office at Newspaper - 04/02/2003 

155 Shillington Road, Sinking Spring, PA 

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

Ending date of 

Type Application comment period 

None 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

None 
Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 4

Federal Reserve Bank of Cleveland

Applications and notifications filed during the week ending Saturday, March 22, 2003 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period 

None 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

Premises Heartland Bank – Investment in bank premises notice filed 

pursuant to Section 24 of the FRA for investment in bank 

premises in excess of 150% of capital stock plus surplus. 
Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, March 22, 2003 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

Branch The Bank of Marion, Marion, Virginia, to establish a branch at Newspaper – 04/04/2003 

744 Beaver Dam Avenue, Suite A, Damascus, Virginia.* 

*Subject to the provisions of the Community Reinvestment Act. 

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

Ending date of 

Type Application comment period 

CIC Richmond Community Hospital Foundation, Richmond, 

Virginia, to acquire up to 21.3% of the voting shares of 

Consolidated Bank and Trust Company, Richmond, Virginia. 

Fed Reg – 04/02/2003 

Newspaper – 04/01/2003 

3(a)(5) BB&T Corporation, Winston-Salem, North Carolina, to acquire 

First Virginia Banks, Inc., Falls Church, Virginia.* 

Fed Reg – 04/14/2003 

Newspaper – 04/09/2003 

*Subject to the provisions of the Community Reinvestment Act. 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

4(c)(8) BB&T Corporation, Winston-Salem, North Carolina, to acquire Fed Reg – 04/14/2003 

First Virginia Banks, Inc., Falls Church, Virginia, and thereby 

engage in certain nonbanking activities. 

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

Type Application 

None 
Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week ending Saturday, March 22, 2003 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period

Branch Colonial Bank, Montgomery, Alabama, to establish a branch Newspaper-03/24/2003 

located at 6650 N. McArthur Boulevard, Irving, Texas.* 

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

located at 3365 Cobb Parkway, N.W., Acworth, Georgia, to be 

known as the Acworth Office.* 

Newspaper-03/22/2003 

Branch SunTrust Bank, Atlanta, Georgia, to establish a branch located at 

124 Shawan Road, Hunt Valley, Maryland, to be known as the 

Hunt Valley Office.* 

Newspaper-04/04/2003 

*Subject to provisions of the Community Reinvestment Act 

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

Ending date of 

Type Application comment period 

3(a)(3) Alabama National BanCorporation, Birmingham, Alabama, to 

acquire Millennium Bank, Gainesville, Florida.* 

3(a)(1) American Trust Bancorp, Roswell, Georgia, to become a bank 

holding company by acquiring American Trust Bank, Roswell, 

Georgia (in organization).* 

3(a)(3) Community Bancshares of Mississippi, Inc., Brandon, 

Mississippi, to acquire at least 80 percent of the outstanding 

shares of First Lucedale Bancorp, Inc., and its subsidiary, First 

National Bank of Lucedale, both of Lucedale, Mississippi.* 

3(a)(3) Financial Investors of the South, Inc., Birmingham, Alabama, to 

acquire up to 15 percent of the outstanding shares of Consumer 

National Bank, Jackson, Mississippi.* 

CIC First Citizens Bankshares, Inc., Glennville, Georgia, prior 

change in control notification filed by Jeannie Kicklighter Beck, 

to acquire 1.5 percent of the outstanding shares of First Citizens 

Bankshares, Inc., Glennville, Georgia. Total pro forma 

ownership will be 26.1 percent. 

Newspaper-N/Avail 

Fed Reg-04/18/2003 

Newspaper-03/28/2003 

Fed Reg-N/Avail 

Newspaper-04/14/2003 

Fed Reg-04/18/2003 

Newspaper-04/02/2003 

Fed Reg-04/21/2003 

Newspaper-N/Avail 

Fed Reg-03/31/2003 
Section II – Applications subject to both newspaper and Federal Register notice 

Ending date of 

Type Application comment period 

CIC UB Financial Corporation, Sunrise, Florida, after-the-fact Newspaper-04/07/2003 

notification filed by the Leonard Miller Revocable Declaration Fed Reg-04/03/2003 

of Trust, Trustees including Stuart A. Miller, Jeffrey S. Miller, 

Leslie M. Saiontz and Brian L. Bilzin, to retain 100 percent of 

the outstanding shares of UB Financial Corporation, Sunrise, 

Florida. 

*Subject to provisions of the Community Reinvestment Act 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

3(a)(1) PBFC Holding Company, Bude, Mississippi, notice to become a 

bank holding company by acquiring Peoples Bank of Franklin 

County, Bude, Mississippi. 

3(a)(1) Community Banks of Georgia, Inc., Jasper, Georgia, notice to 

become a bank holding company by acquiring Community Bank 

of Pickens County, Jasper, Georgia. 
Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

304034 First Nation Bank 12/09/2002 03/19/2003 S X 

Post Office Box 1107 

Covington, Georgia 30015 

(770) 787-5500 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 7

Federal Reserve Bank of Chicago

Applications and notifications filed during the week ending Saturday, March 22, 2003

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Delafield State Bank, Delafield, Wisconsin, to establish a branch 

facility to be located at 123 West Washington Avenue, Madison, 

Wisconsin.*

Newspaper – 03/14/2003

* Subject to the provisions of the Community Reinvestment Act)

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

Type Application

Ending date of

comment period

3(a)(3) Iroquois Bancorp, Inc., Gilman, Illinois, to acquire 42.19 percent 

of the voting shares of JW Bancorp, Inc., Winchester, Illinois, 

and thereby indirectly acquire John Warner Financial 

Corporation, Clinton, Illinois and The John Warner Bank, 

Clinton, Illinois.*

Fed Reg – 03/24/2003

Newspaper – 03/24/2003

3(a)(1) JW Bancorp, Inc., Winchester, Illinois, to become a bank 

holding company by acquiring 100 percent of the voting shares 

of John Warner Financial Corporation, Clinton, Illinois, and 

thereby indirectly acquire The John Warner Bank, Clinton, 

Illinois.*

Fed Reg – 03/24/2003

Newspaper – 03/24/2003

CIC Notice by Ronald W. Plassman, Fort Wayne, Indiana, to acquire 

an additional 1,360 shares or 34 percent and thereby increase his 

aggregate ownership to 54 percent, of Knisely Financial Corp., 

Butler, Indiana, and thereby indirectly acquire Knisely Bank, 

Butler, Indiana.

Fed Reg – 02/24/2003

Newspaper – N/Avail

CIC Notice by the Maurice Family (John M. Maurice, Cedar Rapids, 

Iowa; Steven P. Maurice, Mt. Vernon, Iowa; Dorothy D. 

Maurice, Cedar Rapids, Iowa; Jane Bohlin, Park Forest, Illinois; 

and James R. Maurice, Chicago, Illinois) to retain ownership of 

49.4% of MSB Corporation, Central City, Iowa, and 

individually by John M. Maurice to retain the power to vote 

41.2% of MSB Corporation.

Fed Reg – 04/09/2003

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

Type Application

Ending date of

comment period

3(a)(3) National Bancshares, Inc., Bettendorf, Iowa, to acquire at least 

400,000 shares, or 33.56 percent of Benchmark Bancorp, Inc., 

Aurora, Illinois, and thereby indirectly acquire Benchmark 

Bank, Aurora, Illinois.*

Fed Reg – 04/18/2003

Newspaper – N/Avail

3(a)(1) PSB Group, Inc., Madison Heights, Michigan, to become a bank 

holding company by acquiring 100 percent of the voting shares 

of Peoples State Bank, Hamtramck, Michigan.*

Fed Reg – 04/18/2003

Newspaper – 04/06/2003

4(c)(8) Standard Bancshares, Inc., Hickory Hills, Illinois, to acquire 100 

percent of the voting shares of Security Financial Bancorp, Inc., 

St. John, Indiana, and thereby indirectly acquire Security Federal 

Bank and Trust, St. John, Indiana, and thereby operate a savings 

association.*

Fed Reg – 04/18/2003

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

2938198 Northbrook Bank & Trust

1100 Waukegan Road

Northbrook, Illinois 60062

(847) 418-2800

10/21/2002 03/20/2003 S X

2883001 United Community Bank of Lisle

1026 Ogden Avenue

Lisle, Illinois 60530

(630) 724-0100

10/21/2002 03/21/2003 S X

830542 Central State Bank

301 Iowa Avenue

Muscatine, Iowa 52761

(563) 263-3131

11/21/2002 03/18/2003 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 8

Federal Reserve Bank of St. Louis

Applications and notifications filed during the week ending Saturday, March 22, 2003 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period 

CIC Notice by Steven Earl Shock, Poplar Bluff, Missouri, to become 

trustee and thereby gain control of Midwest Bancorporation, Inc. 

and Affiliates ESOP, Poplar Bluff, Missouri. The ESOP is a 

bank holding company by virtue of its ownership of 42.24 

percent of Midwest Bancorporation, Inc., Poplar Bluff, 

Missouri. (Previously submitted during the week ending March 

15, 2003) 

CIC Notice by R.W. Butler Irrevocable Family Trust #1, Little Rock, 

Arkansas, to increase its control of First Paris Holding 

Company, Paris, Arkansas. Also, by Beth Eaton, Little Rock, 

Arkansas, Patricia Butler, Little Rock, Arkansas, and James T. 

Butler, Harrisburg, Arkansas, as trustees, to increase their 

individual direct and indirect ownership, control or the power to 

vote. (Previously submitted during the week ending March 15, 

2003) 

3A3 Liberty Bancshares, Inc., Jonesboro, Arkansas, to acquire 100 

percent of MSB Shares, Inc., Jonesboro, Arkansas, and thereby 

indirectly acquire MidSouth Bank, Jonesboro, Arkansas.* 

3A1 First American Bancshares, Inc., Iuka, Mississippi, to become a 

bank holding company by acquiring 100 of First American 

National Bank, Iuka, Mississippi.* 

Newspaper – 04/03/2003 

Fed Reg – 04/03/2003 

Newspaper – N/AvailFed 

Reg – 04/03/2003 

Newspaper – 04/19/2003 

Fed Reg – 04/18/2003 

Newspaper – 04/21/2003 

Fed Reg – 04/21/2003 

* Subject to the provisions of the Community Reinvestment Act 
Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

None 

Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

311845 Arvest Bank 

Fayetteville, Arkansas 

09/09/2002 03/18/2003 S X 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 9

Federal Reserve Bank of Minneapolis

Applications and notifications filed during the week ending Saturday, March 22, 2003 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

18c & Branch First State Bank Southwest, Pipestone, Minnesota, to purchase 

the assets and assume the liabilities of the Edgerton and Leota, 

Minnesota, offices of Bremer Bank, National Association, 

Marshall, Minnesota, and incident thereto establish a branch 

facility at 423 Main Street, Leota, Minnesota.* 

18c & Branch Security Bank Minnesota, Albert Lea, Minnesota to merge with 

First State Bank of Emmons, Emmons, Minnesota, and incident 

thereto establish a branch facility in Emmons, Minnesota.* 

Newspaper – N/Avail 

Newspaper – N/Avail 

*Subject to the provisions of the Community Reinvestment Act. 

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

Ending date of 

Type Application comment period 

CIC Change in control notice by Curtis J. Neumann to gain control of 

First Hawley Bancshares, Inc. Hawley, Minnesota, and thereby 

indirectly gain control of First National Bank, Hawley, 

Minnesota. 

CIC Change in control notice by Helen M. Olson to gain control of 

First Hawley Bancshares, Inc. Hawley, Minnesota, and thereby 

indirectly gain control of First National Bank, Hawley, 

Minnesota. 

CIC Change in control notice by the Neumann Family Limited 

Partnership of Detroit Lakes, Minnesota to gain control of First 

Hawley Bancshares, Inc. Hawley, Minnesota, and thereby 

indirectly gain control of First National Bank, Hawley, 

Minnesota. 

Fed Reg- 03/31/2003 

Newspaper- N/Avail 

Fed Reg-03/31/2003 

Newspaper- N/Avail 

Fed Reg- 03/31/2003 

Newspaper- N/Avail 

*Subject to the provisions of the Community Reinvestment Act. 
Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

None 

Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 10

Federal Reserve Bank of Kansas City

Applications and notifications filed during the week ending Saturday, March 22, 2003 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

3(a)(1) Steele Street State Bank Corporation, Denver, Colorado, to 

become a bank holding company through the acquisition of 100 

percent of the voting shares of Steele Street State Bank, Denver, 

Colorado (in organization). 

3(a)(1) Bank Capital Corporation, Phoenix, Arizona, to become a bank 

holding company through the acquisition of 100 percent of the 

voting shares of The Biltmore Bank of Arizona, Phoenix, 

Arizona (in organization). 

3(a)(3) Central Financial Corporation, Hutchinson, Kansas, to acquire 

up to 45 percent of the voting shares of Mid-America Bancorp, 

Inc., parent of Heartland Bank, both in Jewell, Kansas. 

3(a)(3) Guaranty Corporation, Denver, Colorado, to acquire up to 19.19 

percent of the voting shares of Bank Capital Corporation, 

Phoenix, Arizona, parent of The Biltmore Bank of Arizona, 

Phoenix, Arizona (in organization). 

CIC Notice by Harold D. Poland, Clyde, Kansas, to retain control of 

Elkcorp, Inc., Clyde, Kansas, parent of Elk State Bank, Clyde, 

Kansas. 

Ending date of 

comment period 

Newspaper - 04/07/2003 

Fed Reg - 04/18/2003 

Newspaper - 04/14/2003 

Fed Reg - 03/21/2003 

Newspaper - 04/12/2003 

Fed Reg - 04/18/2003 

Newspaper - 04/14/2003 

Fed Reg - 04/18/2003 

Newspaper - 04/03/2003 

Fed Reg - 04/11/2003 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

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

Type Application 

None 

Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

456755 Exchange Bank and Trust Company 01/13/2003 03/20/2003 S X 

6 & Delaware 

Perry, Oklahoma 73077 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 11

Federal Reserve Bank of Dallas

Applications and notifications filed during the week ending Saturday, March 22, 2003 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period

Branch Texas Bank, Weatherford, TX, to establish a branch at 4841 Newspaper - 03/31/2003 

Colleyville Blvd., Colleyville, TX 76034* 

*Subject to the provisions of the Community Reinvestment Act 

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

Ending date of 

Type Application comment period 

CIC Murray H. Edwards, Clyde, TX, et ux, to acquire an interest in Fed Reg – 04/09/2003 

Clyde Financial Corporation, Clyde, TX Newspaper – 04/04/2003 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

None 
Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 12

Federal Reserve Bank of San Francisco

Applications and notifications filed during the week ending Saturday, March 22, 2003 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period 

3(a)(1) American Premier Bancorp, Arcadia, California, to become a 

bank holding company by acquiring 100 percent of American 

Premier Bank (In Organization), Arcadia, California.* 

Newspaper – 04/03/2003 

Fed Reg – 04/18/2003 

CIC Notice by Alan Wilber Rolley, Dallas, Texas, and Blake Alan 

Rolley, Flagstaff, Arizona, acting in concert, to increase their 

ownership up to 33.06 percent of Arizona Bancshares, Inc., 

Flagstaff, Arizona.* 

Newspaper – N/Avail 

Fed Reg – 02/04/2003 

* Subject to the provisions of the Community Reinvestment Act 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

None 
Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

866279 Bank of Ephraim 

2 North Main Street 

Ephraim, Utah 84627 

(435) 283-4621 

795968 Bank of Hawaii 

130 Merchant Street 

Honolulu, Hawaii 96813 

(888) 643-3888 

11/04/2002 03/17/2003 S X 

10/21/2002 03/17/2003 O X 

The above listing has been prepared as a courtesy by the Federal Reserve Bank of San Francisco, and is not 

intended to replace formal notices required by statute or regulation; the Reserve Bank assumes no responsibility 

for errors or omissions. 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None