FEDERAL RESERVE BANK OF PHILADELPHIA

SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS

The following institutions were examined for CRA. The 30-business day period the bank has
to make the evaluation public has lapsed during the week ending March 28, 1997.

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

Outstanding record of meeting community credit needs.

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

Satisfactory record of meeting community credit needs.

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

Needs to improve record of meeting community credit needs.

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

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

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

Bank/Location Examination Date CRA Rating

NONE NONE NONE



KANSAS CITY RESERVE BANK APPLICATIONS AND REPORTS RECEIVED
During the week ending March 21, 1997

SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY

APPLICATION COMMENT PERIOD ENDING DATE

Bank of Cushing & Trust Company, Cushing, Not Available
Oklahoma, for prior approval to establish a branch
office at 2106 E. Main, Cushing, Oklahoma.

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

APPLICATION COMMENT PERIOD ENDING DATE

Frank L. Carson, III, Mulvane, Kansas, for prior Not Available
approval to increase ownership from 1.68 percent to

93.96 percent of the voting shares of Mulvane

Bancshares, Inc., Mulvane, Kansas.

Pinnacle Bancorp, Inc., Central City, Nebraska, for April 25, 1997
prior approval to acquire 100 percent of the voting

shares of First Ogallala Investment, Inc., Ogallala,

Nebraska.*

SECTION HI - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE
ONLY

APPLICATION COMMENT PERIOD ENDING DATE

None.

SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE
R_NEWSPAPE ICE

APPLICATION

None.

SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS

Identification of Ratings



FEDERAL RESERVE BANK OF ST. LOUIS

FOR THE WEEK ENDING March 28, 1997

SECTION V - AVAILABILITY OF CRA PUBLIC DISCLOSURES

Identification of Ratings:

Outstanding record of meeting community credit needs

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

Satisfactory record of meeting community credit needs

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

Needs to improve record of meeting community credit needs

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

Substantial noncompliance in meeting community credit needs

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

Name of Bank Bank Address Examination Examination
Date Rating
L- -
Peoples Bank & Loan Lewisville, AR 12/09/96 Satisfactory
Bank of Hillsboro Hillsboro, MO 11/25/96 Outstanding



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 3/28/97

Section II_- Applications Subject to Both
Newspaper and Federal Register Notice (Cont’d.)

Eggemeyer Advisory Corp., Castle Creek

Capital L.L.C., Castle Creek Partners Fund-1, L.P.,
and Monarch Bancorp, all of San Diego, California,
to acquire an option to purchase 19.9 percent of
California Commercial Bancshares, Newport

Beach, California. *

First Coastal Bancshares, El Segundo, California,
to become a bank holding company by acquiring
First Coastal Bank, N.A., El Segundo, California. *

Dartmouth Capaital Group, Inc., Dartmouth
Capital Group, L.P., Commerce Security Bancorp,
Inc., all of Huntington Beach, California, to acquire
Eldorado Bancorp, Irvine, California, and SDN
Bancorp, Encinitas, California, to merge with
Eldorado Bancorp. *

Dartmouth Capaital Group, Inc., Dartmouth

Capital Group, L.P., and Commerce Security Bancorp,
Inc., all of Huntington Beach, California, to acquire
an option to purchase 11 percent of Eldorado Bancorp,
Irvine, California. *

Zubair and Khatija Kazi, Studio City, California, and
Yahia and Magda Abdul-Rahman, Altadena, California,
to acquire up to 55 percent of Greater Pacific Bancshares,
Whittier, California. *

Imperial Bancorp, Inglewood, California, to acquire
Imperial Bank of Arizona, Phoenix, Arizona. *

Newspaper:

Fed. Reg.:

Not available

4/18/97

Newspaper: Not available

Fed. Reg.:
Newspaper:

Fed. Reg:

Newspaper:

Fed. Reg:

Newspaper:

Fed. Reg.:

Newspaper:

Fed. Reg.:

4/11/97
Not available

4/25/97

Not available

4/25/97

Not available

ANIT/9T7

Not available

Not available

* Subject to CRA.



H.2
MARCH 24, 1997 TO MARCH 28, 1997
PAGE 14

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

RESERVE BANK SERVICES

Director, FRBO Federal Reserve Bank of Chicago -- to offer
commercial check image capture products at the
Milwaukee office.
Approved, March 24, 1997.



Federal Reserve Bank of Richmond

ion III - Appli i i F i ic
Application Comment Period Ending Date
None.
Section IV - Application Not Subject to
Federal Regi i or New:
Application



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

Outstanding record of meeting community credit needs

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

Satisfactory record of meeting community credit needs

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

Needs to improve record of meeting community credit needs

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

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

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

CRA Public CRA
Bank/Location Exam Date Date Rating

None.

*Application is subject to CRA.



H.2

MARCH 24, 1997 TO MARCH 28, 1997

PAGE §

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

BANK HOLDING COMPANIES

Chicago

Atlanta

Richmond

Director, BS&R

Minneapolis

San Francisco

Atlanta

Philadelphia

First Business Bancshares, Inc., Madison, Wisconsin -
- relief from a commitment concerning purchase or
redemption of preferred or common stock.

Approved, March 27, 1997.

First Citizens Corporation, Newnan, Georgia -- to
merge with Tara Bankshares Corporation, Riverdale,
Georgia, and acquire Tara State Bank.

Approved, March 25, 1997.

First Union Corporation, Charlotte, North Carolina --
to acquire Boca Raton First National Bank, Boca
Raton, Florida.

Approved, March 27, 1997.

FNB Corporation, Christiansburg, Virginia -- transfer
agent registration.
Approved, March 25, 1997.

Hiawatha Bancshares, Inc., Hager City, Wisconsin --
to merge with Glenwood Bancshares, Inc., Glenwood
City, Wisconsin.

Withdrawn, March 25, 1997.

Humboldt Bancorp, Eureka, California -- to engage in
leasing activities through Bancorp Financial
Services, Inc., Sacramento, California.

Approved, March 25, 1997.

Overton Financial Services, Inc., Livingston,
Tennessee -- to acquire shares of SecurAmerica
Holding Corporation, Memphis, Tennessee, and engage
in community development activities.

Approved, March 25, 1997.

Prime Bancorp, Inc., Fort Washington, Pennsylvania --
request for relief from divestiture commitments
made in connection with the approval of the
application by Prime Newco, Inc., to acquire First
Sterling Bancorp, Inc., Devon, Pennsylvania, and
First Sterling Bank.

Granted, March 26, 1997.



Federal Reserve Bank of Chicago

Section V - Availability of CRA Public Evaluations

The following state member banks have been examined by the Federal Reserve Bank of Chicago for
compliance with the CRA. The 30-business day period the bank has to make the evaluation public has
lapsed during the week ending March 28, 1997. If you are interested in obtaining a copy of the evaluation
document, please contact the bank(s) directly.

Identification of Ratings

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

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

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

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

BANK NAME/LOCATION EXAMINATION DATE RATINGS
Port Byron State Bank 12/09/96 Ss
124 North Main

Port Byron, Illinois 61275-0627
(309) 523-2161

The Auburn State Bank 11/18/96 Ss
101 North Main Street

Auburn, Indiana 46706-1868

(219) 925-3060

First Banking Center - Albany 12/11/96 oO
102 West Main Street

Albany, Wisconsin 53502-0069

(608) 862-3214

F&M Bank - Portage County 11/18/96 oO
31 Park Ridge Drive

Stevens Point, Wisconsin 54481-4435

(715) 341-6691



AVAILABILITY OF CRA PUBLIC EVALUATIONS
(March 28, 1997)

The following state member banks have been examined by the Federal Reserve Bank of
Cleveland for compliance with The Community Reinvestment Act. A public evaluation
document became available from the bank(s) listed below during the week ended March 28,
1997. If you are interested in obtaining a copy of an evaluation document, please contact the
bank(s) directly.

There are four descriptive ratings for CRA:

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

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

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

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

NONE



Section 10 -Availability of CRA Public Evaluations

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

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

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

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

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

Bank CRA Rating Examination Date
The Bank of Nashville Satisfactory 12-16-96

P. O. Drawer 198986
Nashville, Tennessee 37219
(615) 271-2000



ion II - Li. ions i to Both
NM rand Fed Regis ic:

Application Comment Period Ending Date

None.

*Application is subject to CRA requirements.



Federal Reserve Bank of St. Louis

FOR THE WEEK ENDING MARCH 28, 1997

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

None.

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

Application : End of Comment Period

None.

SECTION Hl - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE
Application End of Comment Period

None.

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

Application End of Comment Period

None.



SECTION V

Availability of CRA Public Evaluations

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

Outstanding record of meeting community credit needs.

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

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

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

resources and capabilities.

Satisfactory record of meeting community credit needs.

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

Needs to improve record of meeting community credit needs.

An institution in this group needs to improve its overall record

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

Substantial noncompliance in meeting community credit needs.

An institution in this group has a substantially deficient

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

Week Ending March 22, 1997

NAME OF BANK RATING
The Adirondack Trust Outstanding
Compan

473 Broadway
Saratoga Springs, New York 12866

T/ Subject to provisions of Community Reinvestment Act.

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

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

4/ Date specified in Federal Register notice; a later date may be
specified in the newspaper notice.
NA - Not Availabie

EXAMINATION DATE
October 21, 1996



H.2

MARCH 24, 1997 TO MARCH 28, 1997

PAGE 10

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

COMPETITIVE FACTORS REPORTS

Richmond

Philadelphia

Dallas

NationsBank, N.A., Charlotte, North Carolina,
proposed merger with Boatmen's Bank of Franklin
County, Benton, Illinois; Boatmen's National Bank
of Coles County, Charleston, Illinois; Boatmen's
National Bank of Central Illinois, Hillsboro,
Illinois; Boatmen's Bank of South Central Illinois,
Mount Vernon, Illinois; Boatmen's Bank of Quincy,
Quincy, Illinois; Boatmen’s National Bank of
Boonville, Boonville, Missouri; Boatmen's Osage
Bank, Butler, Missouri; Boatmen's National Bank of
Cape Girardeau, Cape Girardeau, Missouri; Boatmen's
Bank of Southwest Missouri, Carthage, Missouri;
Boatmen's Bank of Mid-Missouri, Columbia, Missouri;
NationsBank, National Association (Mid-West),
Kansas City, Missouri; Boatmen's Bank of Kennett,
Kennett, Missouri; Boatmen's National Bank of
Lebanon, Lebanon, Missouri; Boatmen's River Valley
Bank, Lexington, Missouri; Boatmen's Bank of
Marshall, Marshall, Missouri; Boatmen's Bank of
Pulaski County, Richland, Missouri; Boatmen's Bank
of Rolla, Rolla, Missouri; Boatmen's National Bank
of St. Louis, St. Louis, Missouri; Boatmen's Bank
of Troy, Troy, Missouri; and Boatmen's First
National Bank of West Plains, West Plains, Missouri
-- report on competitive factors.

Submitted, March 24, 1997.

Northumberland National Bank, Northumberland,
Pennsylvania, proposed merger with Northumberland
Interim National Bank -- report on competitive
factors.

Submitted, March 26, 1997.

Norwest Bank Texas, Lubbock, Texas, proposed
acquisition of two branches of Norwest Bank Texas,
South Central, Victoria, Texas, at 4101 North JBS
Parkway, Odessa, Texas, and 110 East Seventh Street
-- report on competitive factors.

“Submitted, March 25, 1997.



Type
4(c(8)

4(c(8)

Federal Reserve Bank of Chicago

Section III - Applications Subject to Federal Register

Notice Only
Comment Period

Application Ending Date
Old Second Bancorp, Inc. FR - 4-4-97
Aurora, Illinois

Maple Park Mortgage Company

Maple Park, Illinois
Bando McGlocklin Capital Corporation FR - 4-7-97

Pewaukee, Wisconsin
Bando McGlocklin Small Business Lending
Company and Bando MeGlocklin
Investment Corporation
Pewaukee, Wisconsin



Type
Member

3(a)(1) Notice

Merger & Branch

Merger & Branch

Merger & Branch

NP - Newspaper

FR - Federal Register

Federal Reserve Bank of Chicago

Section I - A \pplications Subject to Newspaper
Notice Only

Application

NorthSide Community Bank
Gurnee, Illinois
To become a member of the Federal Reserve System

IBC Bancorp, Inc.

Chicago, Illinois
International Bank of Chicago
Chicago, Illinois

Security Savings Bank
Farnhamville, Iowa
Boxholm, Iowa branch office of
Boone Bank and Trust Company
Boone, lowa
Branch at 200 2nd Street
Boxholm, Iowa

Old Kent Bank
Grand Rapids, Michigan
Commercial and Savings Bank of St. Claire County
Saint Claire, Michigan
Algonac Savings Bank
Algonac, Michigan
and to establish 15 branches

M&I Madison Bank
Madison, Wisconsin
M&I Bank Southwest
Spring Green, Wisconsin
and to establish 11 branches

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

Comment Period
Ending Date

NP - #

NP - 03-26-97

NP - **

NP - #*

NP - **


H.2

MARCH 24, 1997 TO MARCH 28, 1997

PAGE 7

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

CAPITAL STOCK

. Minneapolis

Minneapolis

CHANGE IN BANK CONTROL

Minneapolis

Dallas

Richmond

Richmond

Dallas

Minneapolis

Dallas

Malta Banquo, Inc., Malta, Montana -- redemption of
shares.

Approved, March 27, 1997.

Mountain Bank System, Whitefish, Montana --
redemption of shares.
Approved, March 28, 1997.

Anchor Bancorp, Inc., Wayzata, Minnesota -- change in
bank control.
Permitted, March 24, 1997.

Coleman Bankshares, Inc., Coleman, Texas -- change in
bank control.
Withdrawn, March 24, 1997.

Fidelity Bancshares (N.C.), Inc., Fuquay-Varina,
North Carolina -- change in bank control.
Permitted, March 28, 1997.

First Citizens BancShares, Inc., Raleigh, North --
change in bank control.
Permitted, March 28, 1997.

First San Benito Bancshares Corporation, San Benito,
Texas -- change in bank control.
Permitted, March 24, 1997.

Mountain Bank System, Whitefish, Montana -- change in
bank control.
Permitted, March 28, 1997.

Tejas Bancshares, Inc., Fritch, Texas -- change in
bank control.
Returned, March 24, 1997.

COMPETITIVE FACTORS REPORTS

Philadelphia

American Trust Bank, National Association,
Cumberland, Maryland, proposed acquisition of the
assets and assumption of the liabilities of First
Savings Bank of Western Maryland -- report on
competitive factors.

Submitted, March 26, 1997.



H.2

MARCH 24, 1997 TO MARCH 28, 1997

PAGE 6

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

BANK HOLDING COMPANIES

Minneapolis

Atlanta

Secretary

BANK MERGERS

St. Louis

Atlanta

Atlanta

BANKS, STATE MEMBER

Director, BS&R

Provincial Corporation, Minneapolis, Minnesota -- to
acquire Provincial Bank, Lakeville, Minnesota.
Withdrawn, March 24, 1997.

Regions Financial Corporation, Birmingham, Alabama --
to merge with Gulf South Bancshares, Inc., Gretna,
Louisiana, and acquire Gulf South Bank and Trust
Company.

Approved, March 24, 1997.

Whitney Holding Corporation, New Orleans, Louisiana -
- to acquire Whitney National Bank of Mississippi,
Gulfport, Mississippi; and to merge with Merchants
Bancshares, Inc., Gulfport, Mississippi, and
acquire Merchants Bank & Trust Company.

Approved, March 26, 1997.

First Bank of Arkansas, Jonesboro, arkansas -- to
merge with First Bank of Arkansas, Wynne, Arkansas.
Approved, March 27, 1997.

Pointe Bank, Pembroke Pines, Florida -- to merge with
Pointe Federal Savings Bank, Boca Raton, Florida.
Approved, March 28, 1997.

Pointe Bank, Pembroke Pines, Florida -- to acquire
certain assets and assume certain liabilities of
Pointe Federal Savings Bank, Boca Raton, Florida.

Approved, March 28, 1997.

First Interstate Bank of California, Los Angeles,
California -- registration as transfer agent.
Withdrawn, March 28, 1997.



FEDERAL RESERVE BANK OF PHILADELPHIA

SECTION I - APPLICATIONS RECEIVED AND SUBJECT TO NEWSPAPER
NOTICE ONLY

Covenant Bancorp, Inc., Haddonfield, NJ to become a bank holding company through the
acquisition of 100 percent of the voting shares of Covenant Bank, Haddonfield, NJ, pursuant to
Section 3(a)(1) of the Bank Holding Company Act.

Newspaper comment period expires: 04/21/97
Federal Register comment period expires: 04/22/97

Penns Woods Bancorp, Inc., Williamsport, PA to acquire 6.39 percent of the voting shares of
Columbia Financial Corporation, Bloomsburg, PA, pursuant to Section 3(a)(3) of the Bank
Holding Company Act.

Newspaper comment period expires: 04/24/97

Federal Register comment period expires: 04/25/97

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

NONE

SECTION II - APPLICATIONS RECEIVED AND SUBJECT TO FEDERAL
REGISTER NOTICE ONLY

NONE

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

First National Community Bancorp, Inc., Dunmore, PA to become a bank holding company
through the acquisition of First National Community Bank, Dunmore, PA, pursuant to Section
319 and Section 3(a)(1) of the Bank Holding Company Act.

Newspaper comment period expires: N/Avail



H.2

MARCH 24, 1997 TO MARCH 28, 1997

PAGE 9

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

COMPETITIVE FACTORS REPORTS

Richmond

St. Louis

Cleveland

San Francisco

Dallas

Four Oaks Bank & Trust Company, Four Oaks, North
Carolina, proposed merger with New Four Oaks Bank
(an interim bank) -- report on competitive factors.

Submitted, March 27, 1997.

Graves County Bank, Inc., Mayfield, Kentucky,
proposed purchase of certain assets and assumption
of the liabilities of Fifth Third Bank of Kentucky,
Inc., Louisville, Kentucky -- report on competitive
factors.

Submitted, March 27, 1997.

Huntington National Bank, Columbus, Ohio, proposed
merger with Huntington Trust Company and Huntington
Trust Company of Florida, Naples, Florida -- report
on competitive factors.

Submitted, March 26, 1997.

Imperial Bank, Inglewood, California, proposed
acquisition of certain assets and the assumption of
certain liabilities of Comerica Bank-California,
San Jose, California -- report on competitive
factors.

Submitted, March 26, 1997.

National Bank, Gainsville, Texas, proposed
acquisition of a branch at 907 South Key Avenue,
Lampasas, Texas, of Pacific Southwest Bank, Corpus
Christi, Texas -- report on competitive factors.

Submitted, March 28, 1997.



Federal Reserve Bank of Richmond

it lic Evi

Week ending March 28, 1997

Definition of Ratings

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

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

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

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

RSSD Examination
Number Name of Bank Rating ——Date__
214722 Chesapeake Bank

1 North Main Street

Kilmarnock, Virginia 1-13-97 Satisfactory
713926 Farmers and Merchants Bank

205 South Main Street
Timberville, Virginia 22853-9521 1-13-97 Outstanding



ANNOUNCEMENT H.2, 1997, No. 13
Actions of the Board, its Staff, and

BOARD OF GOVERNORS the Federal Reserve Banks;
OF THE Applications and Reports Received
FEDERAL RESERVE SYSTEM During the Week Ending March 29, 1997

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

BANK HOLDING COMPANIES

Banc One Corporation, Columbus, Ohio -- to engage de
nove in underwriting and dealing in, to a limited
extent, all types of debt and equity securities,
through Banc One Capital Corporation.

Permitted, March 24, 1997.

First Alamogordo Bancorp of Nevada, Inc., Alamogordo,
New Mexico -- to merge with First Alamogordo
Bancorp, Inc., and acquire First National Bank of
Alamogordo, and First National Bank of
Ruidoso, Ruidoso, New Mexico.

Approved, March 24, 1997.

BANKS, NONMEMBER, AND MISCELLANEOUS INSTITUTIONS

Liberty Federal Bank, $.B., Eugene, Oregon --
exemption under section 23A of the Federal Reserve
Act.

Granted, March 24, 1997.

CHANGE IN BANK CONTROL

FirstBank Holding Company of Colorado, Inc.,
Lakewood, Colorado -- change in bank control.
Permitted, March 27, 1997.



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 3/28/97

Section V - Availability of CRA Public Evaluations (Cont’d.)

Substantial Noncompliance in meeting community credit needs: An institution has a substantially

deficient record of ascertaining and helping to meet the credit needs of its entire delineated community,

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

The above listing has been prepared as a courtesy by the Federal Reserve Bank of San Francisco, and

is not intended to replace formal notices required by statute or regulation; the Reserve Bank assumes
no responsibility for errors or omissions.



H.2

MARCH 24, 1997 TO MARCH 28, 1997

PAGE 12

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

COMPETITIVE FACTORS REPORTS

Boston

San Francisco

San Francisco

San Francisco

Cleveland

Dallas

EXTENSIONS OF TIME

San Francisco

St. Louis

Tolland Bank, Tolland, Connecticut, proposed merger
with Interim Tolland Bank -- report on competitive
factors.

Submitted, March 25, 1997.

Tracy Bankshares, Inc., Denver, Colorado, proposed
acquisition of Tracy Federal Bank, F.S.B. Tracy,
California -- report on competitive factors.

Submitted, March 28, 1997.

Washington Mutual, Inc., Seattle, Washington,
proposed acquisition of Great Western Financial
Corporation, Chatsworth, California -- report on
competitive factors.

Submitted, March 26, 1997.

Washington Mutual Bank, Seattle, Washington, proposed
acquisition of the Lake Oswego, Oregon, branch of
Washington Mutual Bank FSB, Salt Lake City, Utah --
report on competitive factors.

Submitted, March 28, 1997.

Wayne Savings Bancshares, Inc., Wooster, Ohio,
proposed acquisition of Wayne Savings and Loan
Company -- report on competitive factors.

Submitted, March 26, 1997.

West Texas State Bank, Snyder, Texas, proposed merger
with First National Bank of Rowena, Rowena, Texas -
- report on competitive factors.

Submitted, March 25, 1997.

Bank of Tokyo-Mitsubishi, LTD., Tokyo, Japan --
extension to divest certain property.
Granted, March 28, 1997.

Community State Bancshares, Inc., Shelbina,
Missouri -- extension to April 25, 1997, to acquire
Community State Bank.

Granted, March 25, 1997.



H.2

MARCH 24, 1997 TO MARCH 28, 1997

PAGE 11

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

COMPETITIVE FACTORS REPORTS

Dallas

St. Louis

Cleveland

Richmond

Atlanta

Dallas

Norwest Bank Texas South, N.A., San Antoni: Texas,
proposed merger with Norwest Bank Texas, Bandera,
Texas; Norwest Bank Texas, Comfort, Texas; Norwest
Bank Texas, Kerrville N.A., Kerrville, Texas; and
Norwest Bank Texas, Waco N.A., Waco, Texas --
report on competitive factors.

Submitted, March 25, 1997.

Peoples Bank of Murray, Murray, Kentucky, proposed
merger with PBM Bank, Inc. -- report on competitive
factors.

Submitted, March 27, 1997.

Peoples Home Savings Bank, Beaver Falls,
Pennsylvania, proposed merger with Peoples Home
Interim Savings Bank -- report on competitive
factors.

Submitted, March 26, 1997.

Southern Bank and Trust Company, Mount Olive, North
Carolina, proposed acquisition of certain assets
and assumption of certain liabilities of the
Aulander, Aurora, and Hamilton, North Carolina,
branches of Wachovia Bank of North Carolina, N.A.,
Winston-Salem, North Carolina -- report on
competitive factors.

Submitted, March 24, 1997.

Suntrust Bank, East Tennessee, National Association,
Knoxville, Tennessee, proposed merger with Suntrust
Bank, Northeast Tennessee, National Aisoc iation,
Johnson City, Tennessee -- report on competitive
factors.

Submitted, March 26, 1997.

Texas National Bank, Sweetwater, Texas, proposed
acquisition of a branch at 401 East Broadway of
State National Bank of West Texas, Lubbock, Texas -
- report on competitive factors.

Submitted, March 24, 1997.


SECTICN V_- AVAILABILITY OF CRA PUBLIC EVALUATIONS
FOR THE WEEK OF MARCH 24, 1997

Qutstanding record of meeting community credit needs.

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

Satisfactory record of meeting community credit needs.

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

Needs to Improve record of meeting community credit needs.

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

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

Date of
Bank Examination CRA Rating

None.



Federal Reserve Bank of Chicago

Section H - Applications Subject to Both Newspaper and Federal
Register Notice cont’d

Comment Period

Type Application Ending Date
4(c)(8) Shoreline Financial Corporation FR - 3-13-97
Benton Harbor, Michigan NP - **

SJS Bancorp, Inc.

St. Joseph, Michigan

SJS Federal Savings Bank
St. Joseph, Michigan

3(a)(3) Parkway Bancorp, Inc.* FR - 4-21-97
Harwood Heights, Ulinois - NP - **®
Jefferson Holding Corp.
Chicago, Hlinois
Jefferson State Bank
Chicago, Illinois

COC-HC Leighton Investment Company FR - 4-11-97
Leighton, Iowa NP - **
By Helen Glending and Harold A. and Ethel R. DeBruin
3(a)(3) Amcore Financial, Inc.* FR - 4-22-97
Rockford, Illinois NP - 4-17-97

Country Bank Shares Corporation
Mount Horeb, Wisconsin

Citizens State Bank

Clinton, Wisconsin

Montello State Bank

Montello, Wisconsin

State Bank of Argyle

Argyle, Wisconsin

State Bank of Mount Horeb
Mount Horeb, Wisconsin
Belleville Bancshares Corporation
Belleville, Wisconsin

Belleville State Bank

Belleville, Wisconsin



Type
3(a)(1)

3(a)(3)

3(a)(3)

3(a)(1)

CoC-HC

CoC-HC

3(a)(3)

Federal Reserve Bank of Chicago

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

Comment Period

Application Ending Date
CH and JD Byrum, LLC* FR - 4-14-97
Indianapolis, Indiana NP - 3-26-97

American State Corporation
Lawrenceburg, Indiana
American State Bank
Lawrenceburg, Indiana

National Canton Bancshares, Inc.* FR - 4-18-97
Canton, Illinois NP - **
Sturm Investment, Inc.
Denver, Colorado
Union National Bank of Macomb
Macomb, Illinois

Old Second Bancorp, Inc.* FR - 4-4-97
Aurora, Illinois NP - 4-14-97
Maple Park Bancshares, Inc.
Maple Park, Illinois
First State Bank of Maple Park
Maple Park, Illinois

Bando McGlocklin Capital Corporation* FR - 4-7-97
Pewaukee, Wisconsin NP - 4-7-97
InvestorsBank (in organization)
Pewaukee, Wisconsin

Osceola Bancorporation FR - 4-16-97
Osceola, Iowa NP - **

By Denis L. And Sandra Kale
First Fontanelle Bancorporation FR - **
Fontanelle, Iowa NP - **

By Ralph E. Wollenhaupt as Trustee
ABC Employee Stock Ownership Plan* FR - 4-3-97
Anchor, Illinois NP - 4-1-97

Anchor Bancorporation Inc.
Farmer City, Illinois
Anchor State Bank

Anchor, Illinois



H.2

MARCH 24, 1997 TO MARCH 28, 1997

PAGE 8

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

COMPETITIVE FACTORS REPORTS

Kansas City

St. Louis

Dallas

Cleveland

Cleveland

Kansas City

Kansas City

Bank of Commerce, Chanute, Kansas, proposed
acquisition of the assets and assumption of the
liabilities of the Stark, Kansas, branch of Stark
State Bank -- report on competitive factors.

Submitted, March 26, 1997.

Bank of Sullivan, Sullivan, Missouri, proposed merger
with American Federal Savings and Loan Association
of Sullivan -- report on competitive factors.

Submitted, March 28, 1997.

Bosque County Bank of Meridian, Meridian, Texas,
proposed acquisition of a branch of Pacific
Southwest Bank, Corpus Christi, Texas, at Highway 6
and Mesquite, Hico, Texas, -- report on
competitive factors.

Submitted, March 24, 1997.

CB Interim Bank, Higginsport, Ohio, proposed merger
with Citizens Bank -- report on competitive
factors.

Submitted, March 26, 1997.

County Savings Bank, Columbus, Ohio, proposed
purchase of two branches of First National Bank of
Zanesville, Zanesville, Ohio -- report on
competitive factors.

Submitted, March 26, 1997.

First National Bank, Tuttle, Oklahoma, proposed
merger with Tri-Star National Bank, Blanchard,
Oklhaoma -- report on competitive factors.

Submitted, March 27, 1997.

First National Bank of Fletcher, Fletcher, Oklahoma,
proposed acquisition of the assets and assumption
of the liabilities of the Sterling branch of First
Commercial Bank, SSB, Lawton, Oklahoma -- report on
competitive factors.

Submitted, March 26, 1997.



Federal Reserve Bank of Richmond

ion I_- Li:
Notice Only

Talbot Bancshares, Inc., Easton,
Maryland, to become a bank holding
company through the acquisition of
100% of the voting shares of The
Talbot Bank of Easton, Maryland,
Easton, Maryland.* 4-4-97

Triangle Bank, Raleigh, North Carolina,

to establish a branch inside the Winn

Dixie Supermarket at 1727 West Cumber-

land Avenue, Dunn, North Carolina.* 4-7-97

Bay Banks of Virginia, Inc., Kilmarnock,

Virginia, to become a bank holding

company through the acquisition of 100%

of the voting shares of Bank of Lancaster,

Kilmarnock, Virginia.* 4-7-97

Crestar Bank, Richmond, Virginia, to

establish a branch in the Roundwood

Shopping Center at the intersection

of Padonia and Roundwood Roads,

Timonium, Maryland. * 4-11-97

Citizens Bank of Tazewell, Tazewell,

Virginia, to establish a branch at

910 East Main Street, Wytheville,

Virginia.* 4-21-97

George Mason Bank, Fairfax, Virginia,

to merge with George Mason Bank,

National Association, Bethesda,

Maryland.* 4-25-97



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section III - Applications Subject
to Federal Register Notice Only

Comment Period

Application Ending Date
Minnwest Corporation, Montevideo, Minnesota to engage in Not yet available

sale of insurance and investment advisory activities through
the acquisition of Minnwest Investment and Insurance Center, Inc.,
Montevideo, Minnesota.

First Bank System, Inc., Minneapolis, Minnesota to engage in savings Not yet available
association activities through the acquisition of First Interim Bank

of Casper, fsb, Casper, Wyoming and First Interim Bank of

Cheyenne, fsb, Cheyenne, Wyoming.

FEDERAL RESERVE BANK OF MINNEAPOLIS
Section IV - Applications Not Subject to

Federal Register Notice or Newspaper Notice
Application

NONE.



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section V - Availability of
CRA Public Evaluations
week ending March 28, 1997

ASSIGNMENT OF RATING

Identification of Ratings

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

OUTSTANDING RECORD OF MEETING COMMUNITY CREDIT NEEDS.

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

SATISFACTORY RECORD OF MEETING COMMUNITY CREDIT NEEDS.

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

NEEDS TO IMPROVE RECORD OF MEETING COMMUNITY CREDIT NEEDS.

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

SUBSTANTIAL NONCOMPLIANCE IN MEETING COMMUNITY CREDIT NEEDS.
An institution in this group has a substantially deficient record of ascertaining and helping to meet the

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

BANK(S) EXAMINED DATE OF EXAMINATION CRA RATING
Rocky Mountain Bank December 2, 1996 Satisfactory
P.O. Box 80450

Billings, Montana 59108-0450

First Valley Bank December 16, 1996 Satisfactory
P.O. Box 720

Seeley Lake, Montana 59868



Recently Approved Applications Approval Date

Regions Financial Corporation 03-24-97
Birmingham, Alabama

To merge with Gulf South Bancshares, Inc., Gretna, Louisiana, and thereby directly acquire its

subsidiary bank, Gulf South Bank and Trust Company, Gretna, Louisiana, pursuant to Section 3(a)(5)

of the Bank Holding Company Act.

Pointe Bank 03-28-97
Pembroke Pines, Florida

To merge with Pointe Federal Savings Bank, Boca Raton, Florida, pursuant to Section 18{c) of the

Federal Deposit Insurance Act.

Pointe Bank 03-28-97
Pembroke Pines, Florida .

To acquire certain assets and assume certain liabilities of Pointe Federal Savings Bank, Boca Raton,

Florida, pursuant to Section 5(dj(3) of the Federal Deposit Insurance Act, as amended by the Federal

Deposit Insurance Corporation Improvement Act of 1991.

First Citizens Corporation 03-25-97
{formerly Newnan Holdings, Inc.)

Newnan, Georgia
To merge with Tara Bankshares Corporation, Riverdale, Georgia, and thereby directly acquire its
subsidiary bank, Tara State Bank, Riverdale, Georgia, pursuant to Section 3(a](5) of the Bank Holding
Company Act.

Whitney Holding Corporation 03-26-97

New Orleans, Louisiana
To merge with Merchants Bancshares, Inc., Gulfport, Mississippi, and thereby directly acquire its
subsidiary bank, Merchants Bank & Trust Company, Bay Saint Louis, Mississippi, pursuant to Section
3(a)(5) of the Bank Holding Company Act.

Whitney Holding Corporation 03-26-97

New Orleans, Louisiana
To acquire Whitney National Bank of Mississippi, Gulfport, Mississippi (in organization), pursuant to
Section 3(a}(3) of the Bank Holding Company Act.

Deposit Guaranty Corp. 03-25-97

Jackson, Mississippi
Request for waiver of the application requirement of Section 3(a)(5) of the Bank Holding Company Act
for Deposit Guaranty Louisiana Corporation, Shreveport, Louisiana, to merge with First Capital Bancorp,
Inc., Monroe, Louisiana, and thereby directly acquire its wholly-owned bank subsidiary, First Capital
Bank, Monroe, Louisiana.

Overton Financial Services, Inc. 03-25-97
Livingston, Tennessee

To acquire shares of SecurAmerica Holding Corporation, Memphis, Tennessee, and engage in

community development activities, pursuant to Section 225.25(b)(6) of Regulation Y and

Section 4(c)({8) of the Bank Holding Company Act.



PAGE 4

4 24, 1997 TO MARCH 28, 1997

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

BANK HOLDING COMPAN

Dallas

Dallas

New York

St. Louis

Chicago

Minneapolis

San Francisco

Secretary

Secretary

ANB Bancshares, Inc., Gonzales, Texas -- to acquire .
ANB Nevada Group, Inc., Carson City, Nevada, and
American National Bank, Gonzales, Texas.

Approved, March 24, 1997. .

ANB Nevada Group, Inc., Carson City, Nevada -- to
acquire American National Bank, Gonzales, Texas.
Approved, March 24, 1997.

BanPonce Corporation, Hato Rey, Puerto Rico; Popular
Internationa Bank, Inc.; and Banponce Financial
Corporation, Wilmington, Delaware -- to acquire
Seminole National Bank, Sanford, Florida.

Approved, March 28, 1997.

Citizens Bancorporation, Inc., Mascoutah, Illinois --
to acquire Citizens Community Bank.
Approved, March 26, 1997.

Coal City Corporation, Coal City, Illinois, and
Manufacturers National Corporation, Chicago,
Illinois -- to acquire U.S. Bancorp, Inc., Lansing,
Illinois, and U.S. Bank.

Approved, March 28, 1997.

Community First Bankshares, Inc., Fargo, North Dakota
-- to engage de novo in lending activities and
acting as agent, broker, or adviser in leasing
personal property.

Permitted, March 24, 1997.

Comstock Bancorp, Reno, Nevada -- to acquire Comstock
Bank.
Approved, March 26, 1997.

Deposit Guaranty Corporation, Jackson, Mississippi --
determination that an application is not required :
to acquire Capital Bancorp, and Capital Bank, both
of Monroe, Louisiana.

Approved, March 25, 1997.

First Citizens Bancshares, Inc., Dyersburg,
Tennessee -- to acquire up to 7.1 percent of the
shares of SecurAmerica Holding Corporation,
Memphis, Tennessee, and engage in making and
servicing loans and other extensions of credit
through SecurAmerica Business Credit, Memphis,
Tennessee.

Approved, March 25, 1997.



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 3/28/97

Section III -Applications Subject to Federal Register Only

None

Section IV - Applications Not Subject to Federal Register Notice
or Newspaper Notice

Humboldt Bank, Eureka, California, to invest up to $1.2 million in a community development
project.

Section V - Availability of CRA Public Evaluations

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

Institution Location Examination Date Rating*

None

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

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

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

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



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 3/28/97

Section I - Applications Subject to Newspaper Notice Only Date

Application Comment Period Ending Date
Harbor Bancorp, Inc., Aberdeen, Washington, to Newspaper: 3/28/97

become a bank holding company by acquiring The
Bank of Grays Harbor, Aberdeen, Washington. *

Barnes Banking Co., Kaysville, Utah, to establish Newspaper: 4/12/97
a branch office at 1700 South 1000 West, Syracuse,

Utah.. *

Oregon Pacific Banking Company, Florence, Oregon, Newspaper: 4/19/97

to establish a mobile branch office in Lane County,

Oregon.*

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

Eggemeyer Advisory Corp., Castle Creek Newspaper: Not available
Capital L.L.C., and Castle Creek Partners
Fund-1, L.P., all of San Diego, California, to Fed. Reg.: 4/25/97

acquire at least 35.0 percent of Rancho

Santa Fe National Bank, Rancho Santa Fe,
California, and at least 24.9 percent of First
Community Bank of the Desert, Yucca Valley,
California. *

Eggemeyer Advisory Corp., Castle Creek Newspaper: Not available
Capital L.L.C., Castle Creek Partners Fund-1, L.P.,
and Monarch Bancorp, all of San Diego, California, Fed. Reg.: 4/18/97

to merge with California Commercial Bancshares,
Newport Beach, California. *

* Subject to CRA.



H.2 ADDITIONS AND CORRECTIONS
MARCH 24, 1997 TO MARCH 28, 1997
PAGE 15

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

EXTENSIONS OF TIME

Chicago Security National Corporation, Sioux City, Iowa --
extension to July 28, 1997, to acquire Security
National Bank of South Dakota, Dakota Dunes, South
Dakota.
Granted, March 21, 1997.



FEDERAL RESERVE BANK OF NEW YORK

Comment Period
Ending Date

SECTION I

Applications Subject to Newspaper
Notice Only

The Bank of New York, New York, New York, to establish branches
at Waldbaum Supermarkets at the following locations:

50 Manetto Hill Road, Plainview, New York, and 2162 Nesconset
Highway, Stony Brook, New York. 1/

SECTION II

Applications Subject to Both
Newspaper and Federal Register Notice

Korea Long-Term Credit Bank, Seoul, Korea (Applicant ), to
acquire up to 9.51 percent of the voting stock of Nara Bank,
National Association, Los Angeles, California. 1/

Kinderhook Bancorp, Kinderhook, New York, to acquire 100 percent of
the shares of The National Union Bank of Kinderhook, Kinderhook,
New York ("Bank"), and thereby become a bank holding Company
with respect to Bank. 1/

SECTION IIT

Nonbanking Applications
(subject to Federal Register Notice Only )

Credit Suisse Group, Zurich, Switzerland, to acquire through Credit
Suisse First Boston Corporation, New York, New York, a 34.88

percent ownership interest in TradeWeb, L.L.C., New York, New York,
and thereby engage indirectly in data processing activities.

Swiss Bank Corporation, Basel, Switzerland, to acquire through its

wholly-owned subsidiary, SBC Holdings, New York, New

York, a 9.3 percent ownership interest in TradeWeb L.L.C., New York,

New York, and thereby engage indirectly in data processing activities.
SECTION IV

Applications Not Involving
Public Comment

None.

04/25/97

04/24/97 3/

04/09/97 3/

N/A

N/A


‘997 TO MARCH 23, 199°

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

REGULATIONS AND POLICIES

Truth in Lending and Real Estate Settlements
Procedures Acts -- request for comment on possible
legislative amendments.

Approved, March 26, 1997.

ENFORCEMENT

BT Securities Corporation, New York, New York --
order to cease and desist and order of assessment
of a civil money penalty against Mark E. Schindler,
a former officer.

Announced, March 28, 1997.

BT Securities Corporation, New York, New York --
order to cease and desist and order of assessment
of civil money penalty against Grace Koo, a former
employee.

Announced, March 28, 1997.

International Commercial Bank of China, Taipei,
Taiwan -- issuance of a consent order of assessment
of a civil money penalty and divestiture.

Announced, March 28, 1997.

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

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

BANK BRANCHES, DOMESTIC
St. Louis Bank of Bentonville, Bentonville, Arkansas -- to

establish a branch at 406 South Walton Boulevard.
Approved, March 24, 1997.

St. Louis Cass Bank & Trust Company, St. Louis, Missouri -- to
establish a branch at 509 Rudder Road, Fenton,
Missouri.

Approved, March 27, 1997.
BANK HOLDING COMPANIES

Dallas AmeriBancshares, Inc., Wichita Falls, Texas -- to
acquire AmeriBancshares of Delaware, Inc.,
Wilmington, Delaware, and American National Bank,
Wichita Falls, Texas.
Approved, March 26, 1997.

Dallas AmeriBancshares of Delaware, Inc., Wilmington,
Delaware -- to acquire American National Bank,
Wichita Falls, Texas.
Approved, March 26, 1997.



FEDERAL RESERVE BANK OF MINNEAPOLIS

Section I - Applications Subject to
Newspaper Notice Only

Application

Dacotah Bank, Aberdeen, South Dakota, to merge with Dacotah

Bank, Clark, South Dakota; Dacotah Bank, Faulkton, South

Dakota; Dacotah Bank, Lemmon, South Dakota; Dacotah Bank,
Mobridge, South Dakota; and Dacotah Bank, Webster, South

Dakota; and incident thereto, to establish branches in the South

Dakota communities of Clark, Willow Lake, Watertown, Henry,
Bradley, Faulkton, Lemmon, Bison, Mobridge, Webster, and Roslyn. *

First Interstate Bank of Commerce, Billings, Montana, to merge with
First Interstate Bank of Montana, N.A., Kalispell, Montana, and Mountain
Bank, Whitefish, Montana, and incident thereto, establish branches in the
Montana communities of Kalispell, Whitefish, Evergreen, Great Falls, and
Cutbank. *

* Subject to CRA

FEDERAL RESERVE BANK OF MINNEAPOLIS

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

Application

Adams Bancshares, Inc., Employee Stock Ownership Plan with
401(K) Provision, Adams, Minnesota for prior approval to become
a bank holding company through the acquisition of 30.02% of the
voting shares of Adams Bancshares, Inc., Adams, Minnesota. *

Sankovitz Family Limited Partnership, Waseca, Minnesota and
Frankson Investment Corporation, Waseca, Minnesota for prior
approval to acquire 100% of the voting shares of the Bank of
Ellendale, Ellendale, Minnesota. *

Bay Bankcorp, Inc., Gladstone, Michigan for prior approval to
become a bank holding company through the acquisition of
100% of the voting shares of baybank, Gladstone, Michigan. *

Retroactive notification by Stephen Habberstad and Susan Boschetti
to acquire control of 39.9% and 33.3%, respectively of the voting
shares of Country Bankers, Inc., Blooming Prairie, Minnesota.

First Bank System, Inc., Minneapolis, Minnesota for prior approval
to acquire 100% of the voting shares of the First Bank of South
Dakota (National Association), Sioux Falls, South Dakota. *

* Subject to CRA

Comment Period
Ending Date

May 1, 1997

Not yet available

Comment Period
Ending Date

April 24, 1997
(Federal Register)

April 28, 1997
(Federal Register)

April 28, 1997

(Federal Register)

Not yet available

Not yet available


Section 1 -Applications Subject to Newspaper Notice Only

ApplicationComment Period Ending Date

First Newton Bank 04-07-97

Covington, Georgia
To establish a branch located at 1767 Rock Quarry Road, Stockbridge, Georgia, pursuant to Section
18{(c) of the Federal Deposit Insurance Act.

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

Application Comment Period Ending Date
PAB Bankshares, inc. 04-11-97*
Valdosta, Georgia Federal Register

To acquire First Federal Savings Bank of Bainbridge, Bainbridge, Georgia, pursuant to Section 3{a}(3)
of the Bank Holding Company Act.

Cumberland Barycorp, Inc. 04-04-97*

Carthage, Tennessee Federal Register
To acquire 9.2 percent of the outstanding shares of The Bank of Mason, Mason, Tennessee, pursuant
to Section 3{aj{3) of the Bank Holding Company Act.

Section 3 -Applications Subject to Federal Register Only

Application Comment Period Ending Date
Seacoast Banking Corporation of Florida 04-24-97

Stuart, Florida
To acquire Spirit Mortgage Company, Port St. Lucie, Florida, and thereby engage in making, acquiring,
or servicing loans or other extensions of credit, pursuant to Section 225.25(b}{1Hiii) of Regulation Y
and Section 4{c}(8) of the Bank Holding Company Act.

Section 4 -Applications Not Subject to
Federal Register Notice or Newspaper Notice

Application

None.



H.2

MARCH 24, 1997 TO MARCH 28, 1997

PAGE 2

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

FORMS

REGULATIONS AND POLICIES

Consolidated Financial Statements for Bank Holding
Companies (FR Y-9C), Parent Company Only Financial
Statements for Large Bank Holding Companies (FR Y-
9LP), Parent Company Only Financial Statements for
Small Bank Holding Companies (FR Y-9SP), Quarterly
Financial Statements of Nonbank Subsidiaries of
Bank Holding Companies (FR ¥-11Q), Annual Financial
Statements of Nonbank Subsidiaries (FR Y-11I) --
notice of information collections under Regulations
on Controlling Paperwork Burdens on the Public.

Approved, March 28, 1997.

Consolidated Report of Condition and Income for Edge
and Agreement Corporations (FR 2886b) -- extension,
with revision.

Proposed, March 27, 1997.

Reports of Selected Borrowings -- two weekly reports
CFR 2415 and FR 2415t), the quarterly report
FR 2090q, and the annual report (FR 2090a) --
revision, with extension, and the Daily Telephone
Report (FR 241S5a) ~- to discontinue.

Proposed, March 26, 1997.

Senior Financial Officer Survey (FR 2023) --
extension, without revision.
Proposed, March 27, 1997.

Senior Loan Officer Opinion Survey on Bank Lending
Practices (FR 2018)-- extension, without revision.
Proposed, March 27, 1997.

Automated clearing house services -- provision of ACH
services by the Federal Reserve Bank of Chicago to
Automotive Financial Services, Inc., Highland Park,
Michigan.

Approved, March 24, 1997.

Regulation M -- final rule to implement amendments to
the Consumer Leasing Act.
Approved, March 26, 1997.

Report on applications processed by the Federal
Reserve System during 1996.
Announced, March 27, 1997.



Federal Reserve Bank of Chicago

Section IV - lications Not Subject to Federal Register or Newspaper Notice
Type Application
ROS-HC Anchor Bancorporation, Inc.

Farmer City, Illinois
To redeem 102 shares of its outstanding shares



FEDERAL RESERVE BANK OF DALLAS APPLICATIONS BULLETIN
APPLICATICNS AND NOTIFICATIONS FILED DURING THE WEEK OF MARCH 24, 1997
SECTICN 1 - APPLICATICNS SUBJECT TO NAASPAPER

NOTICE CNLY
APPLICATION NOTICE BP
None.
SECTICN 11 - APPLICATIONS SUBJECT TO BOTH
NBVSPAPER AND FEDERAL REGISTER NOTICE
APPLICATION ** NOTICE EXP

*Section 3(a)(1) application by

Bonstate Bancshares, Inc., Bonhan, TX,

to acquire Bonham Financial Services, Inc.,

Dover, DE, and Bonham State Bank, Bonham, TX N/A

*Section 3(a)(1) application by
Bonhan Financial Services, Inc., Dover, DE

to acquire Bonham State Bank, Bonhan, TX N/A
SECTICN 111 - APPLICATIONS SUBJECT TO FEDERAL REGISTER
NOTICE QNLY
APPLICATION NOTICE EXP
None.

SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE
OR_NBASPAPER NOTICE

APPLICATION
None.

* SUBJECT TO CA.
** EXPIRATICN DATE 1S THE DATE SPECIFIED IN THE NAASPAPER NOTICE QNLY.
N/A - NOT AVAILABLE AT THIS TIME.



APPLICATIONS BULLETIN
Federal Reserve Bank of Chicago
The Applications Bulletin identifies:

(1) final applications received by the Federal Reserve Bank of Chicago during the week ending
March 28, 1997 which are not subject to Federal Register or Newspaper notice;

(2) final applications being processed by the Federal Reserve Bank of Chicago, which are subject
to Federal Register and/or Newspaper notice with comment periods ending during or after the
week ending March 28, 1997, or with comment periods which are unknown at this time;

(63) Community Reinvestment Act (CRA) Ratings for state member banks whose CRA
examinations become publicly available during the week ending March 28, 1997. Also, on a
quarterly basis, a list will be provided of those state member banks tentatively scheduled for a
CRA examination during the upcoming calendar quarter.

This Applications Bulletin is published weekly as a courtesy of the Federal Reserve Bank of Chicago
and does not constitute notice of these applications. The Applications Bulletin is also available on our Web
Page which is located at www. frbchi.org.

If members of the public want to comment on an application, comments must be received by the
Federal Reserve on or before the last day of the comment period. The comment period ends no earlier than
the date specified in the newspaper notice and, in the case of bank holding company applications for which a
Federal Register notice is published, may end later than that date. If you have any questions concerning
procedures that should be followed in commenting on an application, you may contact Alicia Williams, Vice
President at (312) 322-5910. Comments may be sent to Supervision and Regulation, Applications Division,
Federal Reserve Bank of Chicago, 230 South LaSalle Street, Chicago, Mlinois 60604; or via FAX to (312)
322-5894.

If you cannot submit your comments by the end of the time period, you may request an extension of
time by contacting the Secretary of the Federal Reserve Board, Washington, D. C. 20551. Your request for
an extension of time must be received no later than the last date of the comment period and should explain
why you are unable to submit your comments on time. You will find more information on how to request
additional time in the Code of Federal Regulations ("CFR") at 12 CFR §262.25(B) (as revised, Press Release
(January 31, 1984), 49 Federal Register 5603 (February 14, 1984)).

For information on the Board’s policy concerning the holding of public meetings, please see the
Board’s Policy Statement of Handling Protested Applications, 12 CFR §262.25(C) and (D) (1984). The
procedure for requesting a hearing can be found at 12 CFR §262.3(e). You may wish to consult A Citizens
Guide to CRA, published by the Federal Financial Institutions Examination Council.

Please note that public comment periods may expire without being published in the Applications
Bulletin. Individuals interested in comment periods pertaining to a particular application are encouraged to
contact Medelyn Cabriga, Applications Division at (312) 322-6145.



H.2

MARCH 24, 1997 TO MARCH 28, 1997

PAGE 13

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

EXTENSIONS OF TIME

Director, BS&R

Kansas City

Dallas

Dallas

MEMBERSHIP

Kansas City

Richmond

Minneapolis

REGULATIONS AND POLICIES

Secretary
FOMC

FOMC

First Bank System, Inc., Minneapolis, Minnesota --
extension to divest certain property.
Granted, March 24, 1997.

Front Range Bancshares, Inc., Lakewood, Colorado --
extension to June 2, 1997, to acquire common stock
of Front Range Bank.

Granted, March 26, 1997.

SW&KM Holdings, LLC, Del Rio, Texas -- extension to
June 27, 1997, to acquire Westex Bancorp, Inc.
Granted, March 27, 1997.

SW&KM Limited Partnership, Del Rio, Texas --
extension to June 27, 1997, to acquire Westex
Bancorp, Inc.

Granted, March 27, 1997.

Citizens Security Bank & Trust Company, Bixby,
Oklahoma -- to become a member of the Federal
Reserve System.

Approved, March 25, 1997.

Metro-County Bank of Virginia, Inc., Mechanicsville,
Virginia -- to become a member of the Federal
Reserv system.

Approvea, iarch 27, 1997.

Provincial Bank, Lakeville, Minnesota -- to become a
member of the Federal Reserve System.
Withdrawn, March 24, 1997.

Federal Open Market Committee -- minutes of the
meeting on February 4-5, 1997.
Published, March 27, 1997.

Short term interest rates -- increase in federal
funds rate.
fom 7 arch 25, 1997.



FEDERAL RESERVE BANK OF BOSTON APPLICATIONS

SECTION I - APPLICATIONS SUBJECT TO
NEWSPAPER NOTICE ONLY
Application Comment Period Ending Date

NONE

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

Application Comment Period Ending Date
Vermont Financial Services Newspaper Not Yet Established
Corp., Brattleboro, Vermont

(VFSC) - 4(c) (8) notification Federal Register 04-14-97

to merge with Eastern Bancorp,
Inc., Dover, New Hampshire, a
nondiversified savings and loan
holding company,- with VWFSC as
the survivor, and thereby
engage in operating Vermont
Federal Bank, FSB, Williston,

Vermont*
SECTION III - APPLICATIONS SUBJECT TO
FEDERAL REGISTER NOTICE ONLY
Application Comment Period Ending Date
NONE
SECTION IV - APPLICATIONS NOT SUBJECT TO
FEDERAL REGISTER OR NEWSPAPER NOTICE
Application
NONE
SECTION V_- AVAILABILITY OF CRA PUBLIC EVALUATIONS
Institution Examination Date Rating**

NONE

*Subject to CRA.

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