Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 41

Week Ending October 9, 1999

Board of Governors of the Federal Reserve System, Washington, DC 20551
October 3, 1999 to October 9, 1999

BS&R

C&CA

FOMC

RBOPS

IF

OSDM

Banking Supervision and Regulation

Consumer and Community Affairs

Federal Open Market Committee

Reserve Bank Operations and Payment

International Fiance

Office of Staff Director for Management

H.2 Actions under delegated authority

Bank Branches, Domestic

Colonial Bank, Montgomery, Alabama -- to establish a branch at 1201 Maple Street, 

Carrollton, Georgia.

- Approved, October 6, 1999 

Atlanta

Compass Bank of Birmingham, Birmingham, Alabama -- to establish branches in 

Albertson's stores at the intersections of 83rd and Deer Valley, Peoria, Arizona; 

Silverbell and Speedway, Tucson; Stanley and University, Mesa; Cooper and Ray 

Road, Phoenix; in K-Mart at 7055 East Broadway, Tucson; and in an office building 

at 2850 East Camelback, Phoenix.

- Approved, October 7, 1999 

Secretary

Fifth Third Bank of Central Ohio, Columbus, Ohio -- to establish a branch at 5161 

Hampsted Village Way, New Albany.

- Approved, October 8, 1999 

Cleveland

Irwin Union Bank & Trust Company, Columbus, Indiana -- to establish a branch at 

300 North Meridian Street, Indianapolis.

- Approved, October 4, 1999 

Chicago

Lone Star Bank, Houston, Texas -- to establish a branch at 1111 Uptown Boulevard.

- Approved, October 5, 1999 

Dallas

Merrill Merchants Bank, Bangor, Maine -- to establish branches on Route 15, 

Orrington, and on Route 2, Milford.

- Approved, October 4, 1999 

Secretary

(AC) = Addition or Correction Delegated - Page 1 of 9
H.2 Actions under delegated authority October 3, 1999 to October 9, 1999

Bank Branches, Domestic

Salin Bank & Trust Company, Indianapolis, Indiana -- to establish a mobile branch to 

operate in Lafayette, Fort Wayne, Marion, Kokomo, Logansport, Columbus, and 

Indianapolis.

- Approved, October 7, 1999 

Chicago

Security State Bank, Basin, Wyoming -- to establish a branch at 221 North 10th 

Street, Worland.

- Approved, October 8, 1999 

Kansas City

Texas First Bank, Texas City, Texas -- to establish a branch at 401 Oak Street, La 

Marque.

- Approved, October 7, 1999 

Dallas

Bank Holding Companies

Bank of America Corporation, Charlotte, North Carolina -- to invest in 724 

Solutions, Inc., Toronto, Canada, and thereby engage in nonbanking activities.

- Approved, October 8, 1999 

Richmond

Centennial First Financial Services, Redlands, California -- to become a bank holding 

company through a corporate reorganization involving Redlands Centennial Bank.

- Approved, October 8, 1999 

San Francisco

Citigroup, Inc., New York, New York, and Citicorp -- to invest through Citicorp 

Strategic Technology Corporation in 724 Solutions Inc., Toronto, Canada, and 

thereby engage in nonbanking activities.

- Approved, October 5, 1999 

New York

(AC) = Addition or Correction Delegated - Page 2 of 9
H.2 Actions under delegated authority October 3, 1999 to October 9, 1999

Bank Holding Companies

Citizens Banking Corporation, Flint, Michigan -- to acquire F&M Bancorporation, 

Inc., Kaukauna, Wisconsin, and thereby acquire its banking subsidiaries and F&M 

Trust Company.

- Approved, October 7, 1999 

Chicago

GBC Bancorp, Los Angeles, California -- request for waiver of application in 

connection with the merger of General Bank with General Savings Bank of 

Washington, Bellevue, Washington, a de novo bank.

- Returned, October 4, 1999 

San Francisco

Glen Burnie Bancorp, Glen Burnie, Maryland -- transfer agent registration.

- Approved, October 6, 1999 

Director, BS&R

Horizon Bancorporation, Bradenton, Florida -- to become a bank holding company 

through the acquisition of Horizon Bank, and for Horizon Bank to become a member 

of the Federal Reserve System.

- Approved, October 8, 1999 

Atlanta

Kennett Merger Corporation, Kennett, Missouri -- to become a bank holding 

company through the acquisition of Kennett Bancshares, Inc., and thereby acquire 

Kennett National Bank.

- Approved, October 7, 1999 

St. Louis

North Bancorp, Inc., Gaylord, Michigan -- modification of a commitment.

- Approved, October 4, 1999 

Chicago

Peninsula Bancorp, Inc., Daytona Beach, Florida -- to become a bank holding 

company through the acquisition of Peninsula Bank of Central Florida.

- Approved, October 7, 1999 

Atlanta

(AC) = Addition or Correction Delegated - Page 3 of 9
H.2 Actions under delegated authority October 3, 1999 to October 9, 1999

Bank Holding Companies

Security Bancorp, Monmouth, Illinois -- to become a bank holding company through 

the acquisition of Security Savings Bank.

- Approved, October 7, 1999 

Chicago

SunTrust Banks, Inc., Atlanta, Georgia -- request for an exemption from section 

23A of the Federal Reserve Act to merge SunTrust Mortgage, Inc., into Crestar 

Mortgage Corporation.

- Granted, September 30, 1999 (AC)

Director, BS&R

Synovus Financial Corp., Columbus, Georgia, and TB&C Bancshares, Inc. -- to 

merge with Horizon Bancshares, Inc., Pensacola, Florida, and thereby acquire 

Horizon Bank of Florida.

- Approved, October 4, 1999 

Atlanta

TCNB Financial Corporation, Dayton, Ohio -- to acquire The Citizens National Bank 

of Southwestern Ohio.

- Approved, October 8, 1999 

Cleveland

WCB Holding Company of Illinois, Inc., Geneva, Illinois -- to become a bank 

holding company through the acquisition of Winfield Community Bank, Winfield, a 

de novo bank.

- Approved, October 7, 1999 

Chicago

Wells Fargo & Company, San Francisco, California; Norwest Mortgage, Inc., Des 

Moines, Iowa; and Southwest Partners, Inc. -- to establish a joint venture, First Com 

Mortgage, Inc., Palm Springs, California, through the sale of interest to First Com 

Mortgage, Inc., Palm Desert, and RAS Financial Services, Inc., Palos Verdes Estates.

- Approved, October 4, 1999 

San Francisco

(AC) = Addition or Correction Delegated - Page 4 of 9
H.2 Actions under delegated authority October 3, 1999 to October 9, 1999

Banks, Nonmember, And Miscellaneous Institutions

Rollin Plains Production Credit Association, Stamford, Texas -- deregistration under 

Regulation U.

- Approved, October 6, 1999 

Dallas

Texas Production Credit Association, San Angelo, Texas -- deregistration under 

Regulation U.

- Approved, October 6, 1999 

Dallas

Capital Stock

Nichols Bancorp, Inc., Nichols, Wisconsin -- redemption of stock.

- Approved, October 6, 1999 

Chicago

Change In Bank Control

FBT Bancorp, Baton Rouge, Louisiana -- change in bank control.

- Withdrawn, October 5, 1999 

Atlanta

Las Vegas Bancorporation, Las Vegas, New Mexico -- change in bank control.

- Permitted, October 5, 1999 

Kansas City

Sarasota BanCorporation, Sarasota, Florida -- change in bank control.

- Returned, October 5, 1999 

Atlanta

Competitive Factors Reports

The Bank, Warrior, Alabama -- report on competitive factors of the proposed 

acquisition of the Samson, Kinston, and Opp branches of Community Bank and 

Trust of Southeast Alabama, Fort Rucker.

- Submitted, September 22, 1999 (AC)

Atlanta

(AC) = Addition or Correction Delegated - Page 5 of 9
H.2 Actions under delegated authority October 3, 1999 to October 9, 1999

Competitive Factors Reports

Central Texas Bank, Gonzales, Texas -- report on competitive factors of the 

proposed acquisition of a branch in Pleasanton from First National Bank of South 

Texas, San Antonio.

- Submitted, October 6, 1999 

Dallas

Farmers and Merchants Bank, Summerville, Georgia -- report on competitive factors 

of the proposed merger with PMB Acquisition Corporation, Atlanta.

- Submitted, September 15, 1999 (AC)

Atlanta

First Commerce Bank, National Association, Commerce, Georgia -- report on 

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

of four branches of The First National Bank of Commerce.

- Submitted, September 15, 1999 (AC)

Atlanta

Hamilton Federal Bank, Baltimore, Maryland -- report on competitive factors of the 

proposed merger with Belmar Federal Savings and Loan Association.

- Submitted, October 8, 1999 

Richmond

Horizon Bank of Florida, Pensacola, Florida -- report on competitive factors of the 

proposed merger with Bank of Pensacola.

- Submitted, September 15, 1999 (AC)

Atlanta

Humboldt Bank, Eureka, California -- report on competitive factors of the proposed 

merger with Capitol Thrift & Loan Association, Napa.

- Submitted, October 5, 1999 

San Francisco

J.P. Morgan FSB, Palm Beach, Florida -- report on competitive factors of the 

proposed merger with J.P. Morgan Trust Company of Illinois, Chicago, Illinois; J.P. 

Morgan Texas, Dallas, Texas; and J.P. Morgan California, Los Angeles, California.

- Submitted, September 15, 1999 (AC)

Atlanta

(AC) = Addition or Correction Delegated - Page 6 of 9
H.2 Actions under delegated authority October 3, 1999 to October 9, 1999

Competitive Factors Reports

Manufacturers and Traders Trust Company, Buffalo, New York -- report on 

competitive factors of the proposed merger with Chase Trust Company, Binghamton.

- Submitted, October 5, 1999 

New York

New First Security Bank of Roundup, Roundup, Montana -- report on competitive 

factors of the proposed merger with First Security Bank of Roundup.

- Submitted, October 8, 1999 

Minneapolis

PAB Bankshares, Valdosta, Georgia -- report on competitive factors of the proposal 

to establish PAB Interim Association No. 1, and thereby merge with Baxley Federal 

Savings Bank, Baxley.

- Submitted, October 6, 1999 

Atlanta

The Peoples Banking and Trust Company, Marietta, Ohio -- report on competitive 

factors of the proposed acquisition of a Huntington, West Virginia, branch of City 

National Bank of West Virginia, Charleston.

- Submitted, September 30, 1999 (AC)

Cleveland

Extensions Of Time

Castle Creek Capital Partners Fund IIa, LP, and Fund IIb, LP, Rancho Santa Fe, 

California; Eggemeyer Advisory Corp.; WJR Corp.; and Castle Creek Capital, 

LLC -- extension to January 1, 2000, to acquire shares of State National Bancshares, 

Lubbock, Texas.

- Granted, October 8, 1999 

San Francisco

Citigroup Inc., New York, New York -- extension to October 8, 2000, to conform 

its foreign equity operations under Regulation K. 

- Granted, October 6, 1999 

Director, BS&R

(AC) = Addition or Correction Delegated - Page 7 of 9
H.2 Actions under delegated authority October 3, 1999 to October 9, 1999

Extensions Of Time

Coconut Grove Bankshares, Inc., Bartow, Florida -- extension to January 8, 2000, to 

become a bank holding company through the acquisition of Community National 

Bank at Bartow.

- Granted, October 5, 1999 

Atlanta

County Bank, Merced, California -- extension to January 16, 2000, to merge with 

Town and Country Finance and Thrift Company, Turlock.

- Granted, October 8, 1999 

San Francisco

Cumberland Bancorp, Inc., Carthage, Tennessee -- extension to January 7, 2000, to 

acquire The Bank of Mason, Mason.

- Granted, October 6, 1999 

Atlanta

First Flo Corporation, Florence, Colorado -- extension to February 29, 2000, to 

acquire FAM Financial, Inc., Macksville, Kansas.

- Granted, October 4, 1999 

Kansas City

First Tennessee National Corporation, Memphis, Tennessee -- extension to April 15, 

2000, to organize First Horizon, FSB, Bristol, Virginia, and operate a savings 

association.

- Granted, October 5, 1999 

St. Louis

Fulton Financial Corporation, Lancaster, Pennsylvania -- request for an extension of 

the divestiture period for certain impermissible investments acquired as a result of its 

acquisition of Central Pennsylvania Financial Corp.

- Granted, October 1, 1999 (AC)

Director, BS&R

HCNB Bancorp, Inc., Rockville, Maryland -- extension to November 8, 1999, to 

become a bank holding company through the acquisition of Harbor Capital National 

Bank.

- Granted, October 8, 1999 

Richmond

(AC) = Addition or Correction Delegated - Page 8 of 9
H.2 Actions under delegated authority October 3, 1999 to October 9, 1999

Extensions Of Time

Union Bankshares, Inc., Morrisville, Vermont -- extension to January 9, 2000, to 

acquire Citizens Savings Bank & Trust, St. Johnsbury.

- Granted, October 6, 1999 

Boston

International Operations

Terre Haute First National Bank, Terre Haute, Indiana -- to establish FFC 

Corporation as an Agreement Corporation and to establish a subsidiary in Bermuda.

- Withdrawn, October 4, 1999 

Chicago

Reserve Bank Operations

Federal Reserve Bank of New York -- to act as fiscal agent in connection with the 

proposed issue of United States Dollar Bonds by the Inter-American Development 

Bank.

- Approved, October 1, 1999 (AC)

General Counsel

(AC) = Addition or Correction Delegated - Page 9 of 9
District 1

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, October 9, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(3) Brookline Bancorp, MHC, Brookline, Massachusetts and

Brookline Bancorp, Inc., Brookline, Massachusetts - application

to acquire up to 24.9% of Medford Bancorp, Inc., Medford,

Massachusetts

Newspaper - 11/01/1999

Fed Reg - 11/05/1999

3(a)(3)/3(a)(5) Camden National Corporation, Camden, Maine (Camden) -

application to acquire KSB Bancorp, Inc. (KSB) and Kingfield

Savings Bank, both of Kingfield, Maine

Newspaper - 11/05/1999

Fed Reg - 11/05/1999

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 2

Federal Reserve Bank of New York

Applications and notifications filed during the week ending Saturday, October 9, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

FBSEA Banca Intessa S.P.A., Milano, Italy, to establish a branch in New

York, New York, and to establish representative offices in

Chicago, Illinois and San Francisco, California.

Newspaper – N/Avail

18(c)/9 Peapack-Gladstone Bank, Gladstone, New Jersey, to merge

Chatham Savings, FSB, with and into Peapack-Gladstone Bank;

and as an incident thereto, to establish branches.*

Newspaper – 11/01/1999

Branch Manufacturers and Traders Trust Company, Buffalo, New York,

to establish a branch office located at 1111 Route 110, 3rd Floor,

Town of Babylon, New York.*

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

CIBC Mr. Angelo DeCaro, Riverside, Connecticut, to acquire

additional outstanding common stock of Patriot National

Bancorp, Inc., Stamford, Connecticut, thereby increasing the

shares held from 9.59 percent to 24.9 percent of the outstanding

stock.

Newspaper – 10/21/1999

Fed Reg – 10/19/1999

3(a)(5) Tompkins Trustco, Inc., Ithaca, New York, to merge with

Letchworth Independent Bancshares Corporation, Castile, New

York (“Letchworth”), and thereby acquire Letchworth’s

subsidiary banks, The Bank of Castile, Castile, New York, and

The Mahopac National Bank, Mahopac, New York.*

Newspaper – 11/01/1999

Fed Reg – 11/05/1999

3(a)(3)/3(a)(5) NBT Bancorp Inc., Norwich, New York, to merge with Lake

Ariel Bancorp, Inc., and thereby indirectly acquire LA Bank,

N.A., both of Lake Ariel, Pennsylvania.*

Newspaper – N/Avail

Fed Reg – 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

4(c)(8) UBS AG, Zurich, Switzerland, to acquire Global Asset

Management Limited, Hamilton, Bermuda, and thereby engage

in various nonbanking activities.

Fed Reg – N/Avail

4(c)(8) National Westminster Bank Plc, London, England, to invest

through its wholly-owned subsidiary, NatWest Group Holdings

Corporation, New York, New York, in Identrus, LLC, New

York, New York, and engage de novo in digital certification, and

data processing and data transmission activities.

Fed Reg – N/Avail

4(c)(8) UBS AG, Zurich, Switzerland, to acquire, indirectly through

UBS (USA) Inc., Stamford, Connecticut, (i) 100 percent of the

voting shares of ARI Acquisition Corporation, Boston,

Massachusetts, and (ii) 100 percent of the membership interest

of Allegis Realty Investors, LLC, Hartford, Connecticut;

AgriVest LLC, Boston, Massachusetts; and Allegis Capital

LLC, Hartford, Connecticut, and thereby engage in certain

nonbanking activities.

Fed Reg – N/Avail

4(c)(8) Chase Manhattan Corporation, New York, New York, to acquire

all of the stock of Hambrecht & Quist Group, Inc., San

Francisco, California, and thereby engage worldwide in:

underwriting and dealing in, to a limited extent, all types of debt

and equity securities other than interests in open-end investment

companies; certain nonbanking activities; and acting as the

general partner of private investment limited partnerships that

invest in assets in which a bank holding company is permitted to

invest.

Fed Reg – N/Avail

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 3

Federal Reserve Bank of Philadelphia

Applications and notifications filed during the week ending Saturday, October 9, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 4

Federal Reserve Bank of Cleveland

Applications and notifications filed during the week ending Saturday, October 9, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

25 Received application on 10/07/1999 from PNC Bank, NA,

Pittsburgh, PA of its intent to establish an Edge Corporation.
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, October 9, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

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

with Premier Bancshares, Inc., Atlanta, Georgia.*

Fed Reg - 11/05/1999

Nwspaper - 11/01/1999

*Subject to the conditions 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

41629 *Pioneer Bank

 252 Main Street

 Stanley, Virginia 22851

06/14/1999 08/27/1999 O X

214722 **Chesapeake Bank

 1 North Main Street

 Kilmarnock, Virginia 22482

06/21/1999 09/02/1999 S X

713926 Farmers & Merchants Bank

 205 South Main Street

 Timberville, Virginia 22853-9521

07/26/1999 10/09/1999 O X

 *This information was inadvertently omitted from Bulletin No. 35 for the week ending August 28, 1999.

**This information was inadvertently omitted from Bulletin No. 36 for the week ending September 4, 1999.

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, October 9, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) AmSouth Bank, Birmingham, Alabama, to merge with First

American National Bank, Nashville, Tennessee.

10/26/1999*

BKBRX The Peoples Bank & Trust Company, Selma, Alabama, to

establish a branch located at 4949 Highway 17, Helena,

Alabama.

10/04/1999*

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

2162 Henderson Mill Road, Atlanta, Georgia, to be known as

the Briarcliff Village Branch.

10/01/1999*

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

4305 State Bridge Road, Alpharetta, Georgia, to be known as

Old Milton Parkway Branch.

10/01/1999*

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

2365 Peachtree Road, Atlanta, Georgia, to be known as the

Peachtree Battle Branch.

10/01/1999*

*Subject to provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

Member LandMark Bank of Florida, Sarasota, Florida (in organization),

to become a member of the Federal Reserve System.

4(c)(8) First National Banc, Inc., St. Marys, Georgia, to engage in

insurance activities.

4(c)(8) First Security Group, Inc., Dalton, Georgia, to engage in

making, acquiring, brokering, or servicing of loans or other

extensions of credit.

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 7

Federal Reserve Bank of Chicago

Applications and notifications filed during the week ending Saturday, October 9, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) &

 Branch

UnionBank/West

Macomb, Illinois

 Rushville, Illinois branch office of Associated Bank Illinois,

 National Association, Rockford, Illinois and to establish a

 branch at 116 South Congress, Rushville, Illinois

Newspaper – 10/29/1999

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

Type Application

Ending date of

comment period

3(a)(3) &

 3(a)(5)

First Manitowoc Bancorp, Inc.*

Manitowoc, Wisconsin

 Dairy State Financial Services, Inc.

 Plymouth, Wisconsin

 Dairy State Bank

 Plymouth, Wisconsin

Fed Reg – 10/25/1999

Newspaper – 10/29/1999

CIC D & H Investment Corporation

Cherokee, Iowa

 By Jeffrey Martin Dinklage

Fed Reg – 10/27/1999

Newspaper – N/Avail

3(a)(3) Lake Michigan Financial Corporation*

(formerly Holland Financial Corporation)

Holland, Michigan

 The Bank of Northern Michigan (in organization)

 Petoskey, Michigan

Fed Reg – 10/1/1999

Newspaper – N/Avail

3(a)(1) NorthStar Bancshares, Inc.*

Estherville, Iowa

 NorthStar Bank

 Estherville, Iowa

Fed Reg – 11/5/1999

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

235446 Shelby County State Bank

130 S. Morgan

Shelbyville, Illinois 62565-2242

(217) 774-3911

6/1/1999 10/5/1999 O X

270241 Charter Bank

3058 1st Street

Wyandotte, Michigan 48192

(313) 285-1900

6/1/1999 10/5/1999 S X

475345 Huron Community Bank

301 N. Newman

East Tawas, Michigan 48730

(517) 362-6103

5/10/1999 10/5/1999 S X
Section V – Availability of CRA public evaluations

RSSD

number Institution/Location

Examination

date

CRA

public date

CRA

rating Exam type

859543 Security State Bank

615 S. Division Street

Stuart, Iowa 50250-0606

(515) 523-2203

6/21/1999 10/8/1999 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, October 9, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(3) Notice by First Delta Bankshares, Inc., Blytheville, Arkansas, to

acquire Merchants and Planters Bank, Manila, Arkansas

(previously reported during the week ending October 2, 1999).*

Newspaper – 11/10/1999

Fed Reg – 11/5/1999

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 9

Federal Reserve Bank of Minneapolis

Applications and notifications filed during the week ending Saturday, October 9, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(3)A First Bancshares Corporation, Gladstone, Michigan, for prior

approval to acquire up to an additional 9.15% of the voting

shares of Baybank Corporation, Gladstone, Michigan, thereby

increasing its ownership up to 19.99%

Fed Reg - 11/05/1999

3(a)(1)A State Bank of Cokato Employee Stock Ownership Plan and

Trust, Cokato, Minnesota, and State Bank of Cokato Employee

Stock Ownership Plan and Trust II, Cokato, Minnesota, for prior

approval to become bank holding companies through their

collective acquisition of 49.94% of the voting shares of Cokato

Bancshares, Inc., Cokato, Minnesota.

Fed Reg - 11/05/1999

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

application for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 10

Federal Reserve Bank of Kansas City

Applications and notifications filed during the week ending Saturday, October 9, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(1) First Minden Bancshares, Minden, Nebraska, for prior approval

to become a bank holding company throught the acquisition of

100 percent of the voting shares of First National Bank and

Trust Company of Minden, Minden, Nebraska

Newspaper – N/Avail

Fed Reg – 09/29/1999

Comment – 11/01/1999

3(a)(1) North Central Bancorp, Norfolk, Nebraska, to become a bank

holding company through the acquisition of 100 percent of the

voting shares of Bank of Norfolk, Norfolk, Nebraska.

Fed Reg – 9/20/1999

Comment – 10/22/1999

CC Samuel M. Saunders, Gillette, Wyoming, for prior approval to

acquire voting shares of First National Bank of Gillette Holding

Company, Gillette, Wyoming, and thereby indirectly acquire

First National Bank, Gillette, Wyoming.

Newspaper – 10/11/1999

Fed Reg – 09/17/1999

Comment – 10/08/1999

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) North Central Bancorp, Norfolk, Nebraska, to acquire 100

percent of the voting shares of Columbus Financial Corp, and

thereby indirectly acquire Columbus Federal Savings Bank, both

of Columbus, Nebraska, thereby engaging in the operation of

thrift.

Fed Reg – 9/20/1999

Comment – 10/22/1999

4(c)(8) Graff Family, Inc., McCook, Nebraska, to obtain through its

ownership of McCook National Company, McCook, Nebraska,

an 18.75 percent equity interest in Maplewood Apartments,

LLC, McCook, Nebraska, and thereby engage in community

development activities.

Fed Reg – 10/06/1999

Comment – 11/05/1999
Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) McCook National Company, McCook, Nebraska, to retain its

18.75 percent equity interest in Maplewood Apartments, LLC,

McCook, Nebraska, and thereby engage in community

development activities.

Fed Reg – 10/06/1999

Comment – 11/05/1999

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

Type Application

Branch Expedited Chickasha Bank and Trust to establish a new branch in

Blanchard, Oklahoma

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 11

Federal Reserve Bank of Dallas

Applications and notifications filed during the week ending Saturday, October 9, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

CIC Midgard, Ltd., Ennis, TX, to acquire an interest in

Ennis Bancshares, Inc., Waco, TX

(previously reported the week ending October 2, 1999)

Fed Reg – 10/20/1999

Newspaper – 10/24/1999

CIC Jo Bess Jackson, Dallas, TX, to acquire an interest in

First Sonora Bancshares, Inc., Sonora, TX

(previously reported the week ending October 2, 1999)

Fed Reg – 10/22/1999

Newspaper – N/Avail

3(a)(3) Paradigm Bancorporation, Inc., Houston, TX, to acquire

Dayton State Bank, Dayton, TX*

Fed Reg – 11/05/1999

Newspaper – N/Avail

3(a)(1) Employee Stock Ownership Plan and Trust of First Grayson

Bancshares, Inc., Celeste, TX, to acquire

First Grayson Bancshares, Inc., Waco, TX, and

Security Bank, Whitesboro, TX*

Fed Reg – 11/05/1999

Newspaper – N/Avail

*Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 12

Federal Reserve Bank of San Francisco

Applications and notifications filed during the week ending Saturday, October 9, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(1) Pacific Crest Capital, Inc., to become a bank holding company

by acquiring Pacific Crest Bank, both of Agoura Hills,

California. *

Newspaper - 11/12/1999

Fed Reg - 11/05/1999

* 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

4(c)(8) The Dai-Ichi Kangyo Bank, Limited, Tokyo, Japan, to indirectly

acquire Heller Financial, Inc., Chicago, Illinois, through The

CIT Group, New York, New York.

Fed Reg - N/Avail

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None