Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 44

Week Ending October 28, 2000

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions October 22, 2000 to October 28, 2000

Bank Holding Companies

UniCredito Italiano, Milan, Italy -- to acquire The Pioneer Group, Inc., Boston, 

Massachusetts, and thereby engage in financial and investment advisory services and 

certain other nonbanking activities.

- Approved, October 23, 2000 

Wells Fargo & Company, San Francisco, California -- to acquire Brenton Banks, 

Inc., Des Moines, Iowa, and its banking and nonbanking subsidiaries.

- Approved, October 23, 2000 

Regulations And Policies

Interagency supervision of U.S. operations of foreign banks -- issuance of 

supervisory letter.

- Published, October 24, 2000 

Enforcement

Citizens Deposit Bank and Trust Company, Vanceburg, Kentucky -- written 

agreement dated September 29, 2000, with the Federal Reserve Bank of Cleveland.

- Announced, October 23, 2000 

(AC) = Addition or Correction Board - Page 1 of 1
October 22, 2000 to October 28, 2000

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

Atoka State Bank, Atoka, Oklahoma -- to establish a branch at 418 W. Main Street, 

Antlers.

- Approved, October 27, 2000 

Kansas City

Bank South, Tulsa, Oklahoma -- to establish a branch at 2056 Utica Square.

- Approved, October 24, 2000 

Kansas City

Colonial Bank, Montgomery, Alabama -- to establish a branch at 7990 Vaughn Road.

- Approved, October 23, 2000 

Atlanta

Old Kent Bank, Grand Rapids, Michigan -- to establish a branch at 1049 East Paris.

- Approved, October 26, 2000 

Secretary

Provident Bank, Sarasota, Florida -- to establish a branch at 821 East Bloomingdale 

Avenue, Brandon.

- Approved, October 25, 2000 

Atlanta

Bank Holding Companies

Allegiant Bancorp, Inc., St. Louis, Missouri -- to acquire Equality Bancorp, Inc. and 

Equality Savings Bank.

- Approved, October 20, 2000 (AC)

St. Louis

ANB Holdings, Inc., Oakland Park, Florida -- to become a bank holding company 

through the acquisition of American National Bank.

- Approved, October 23, 2000 

Atlanta

(AC) = Addition or Correction Delegated - Page 1 of 8
H.2 Actions under delegated authority October 22, 2000 to October 28, 2000

Bank Holding Companies

Avant Financial, LLC, Syracuse, New York -- to become a bank holding company 

through the acquisition of shares of Reliance Bank, White Plains.

- Approved, October 25, 2000 

New York

Bank of Montreal, Montreal, Canada; and Bankmont Financial Corp., Chicago, 

Illinois -- to engage through a subsidiary, BMO Financial, Inc., Chicago, in 

community development activities.

- Approved, October 20, 2000 (AC)

Chicago

Bank of Montreal, Montreal, Canada; Bankmont Financial Corp., Chicago, Illinois; 

and Harris Bankcorp, Inc. -- waiver of application in connection with the merger of 

Harris Trust Bank of Arizona, Scottsdale, Arizona, with Century Bank.

- Approved, October 27, 2000 

Chicago

BOK Financial Corporation, Tulsa, Oklahoma -- to acquire CNBT Bancshares, Inc., 

Bellaire, Texas, and Citizens National Bank of Texas.

- Approved, October 26, 2000 

Kansas City

Carolina Bank Holdings, Inc., Greensboro, North Carolina -- to become a bank 

holding company through the acquisition of Carolina Bank.

- Approved, October 27, 2000 

Richmond

Central Banc, Inc., Geneseo, Illinois -- to acquire Marquette Bank Fulton, Fulton.

- Approved, October 26, 2000 

Chicago

Coronado Financial Corporation, Lyons, Kansas -- to become a bank holding 

company through the acquisition of shares of Lyons State Bank.

- Approved, October 25, 2000 

Kansas City

(AC) = Addition or Correction Delegated - Page 2 of 8
H.2 Actions under delegated authority October 22, 2000 to October 28, 2000

Bank Holding Companies

Eureka Springs Bancshares, Inc., Eureka Springs, Arkansas -- to become a bank 

holding company through the acquisition of Bank of Eureka Springs; and for The 

John F. Cross Family Limited Partnership II and JFC, Inc. to become bank holding 

companies through an ownership interest in Eureka Springs Bancshares.

- Approved, October 27, 2000 

St. Louis

First Banks, Inc., Creve Coeur, Missouri -- commitment waiver request.

- Withdrawn, October 25, 2000 

St. Louis

Grace Investment Company, Alva, Oklahoma -- to become a bank holding company 

through the acquisition of shares of First National Bank in Okeene, Okeene, and to 

engage in lending activities.

- Approved, October 25, 2000 

Kansas City

Guaranty Corporation, Denver, Colorado -- to merge with Bank Capital 

Corporation, Strasburg, and thereby acquire The First National Bank of Strasburg, 

Collegiate Peaks Bancorporation, and Collegiate Peaks Bank, Buena Vista; and to 

acquire Bank Capital Mortgage LLC, Strasburg, and thereby engage in credit 

extension and loan servicing activities.

- Approved, October 26, 2000 

Kansas City

J.P. Morgan & Co. Incorporated, New York, New York -- waiver of remainder of 

notification period to invest in certain subsidiaries, including J.P. Morgan Securities 

Asia Private Limited, Singapore.

- Granted, October 23, 2000 

Director, BS&R

Northwest Financial Corp., Spencer, Iowa -- to acquire Plymouth Bancorporation, 

Inc., Le Mars, and First National Bank, Sioux City.

- Approved, October 26, 2000 

Chicago

(AC) = Addition or Correction Delegated - Page 3 of 8
H.2 Actions under delegated authority October 22, 2000 to October 28, 2000

Bank Holding Companies

Shore Bancshares, Inc., Centreville, Maryland -- to merge with Talbot Bancshares, 

Inc., Easton.

- Approved, October 27, 2000 

Richmond

Sterling City Bancshares, Inc., Sterling City, Texas; and Sterling City Delaware 

Financial Corporation, Dover, Delaware -- for Sterling City Delaware Financial 

Corporation to become a bank holding company through the acquisition of The First 

National Bank of Sterling City, Sterling City, Texas; and for Sterling City Bancshares 

to become a bank holding company through the acquisition of both institutions.

- Approved, October 25, 2000 

Dallas

Bank Mergers

Farmers & Merchants Bank, Timberville, Virginia -- to acquire the Edinburg and 

Woodstock branches of First Union National Bank, Charlotte, North Carolina.

- Approved, October 27, 2000 

Richmond

Pinnacle Bank, Papillion, Nebraska -- to merge with Pinnacle Bank, N.A., Wisner, 

and thereby establish branches.

- Approved, October 25, 2000 

Kansas City

Bank Premises

Heber Springs State Bank, Heber Springs, Arkansas -- to make an additional 

investment in bank premises.

- Approved, October 23, 2000 

St. Louis

Banks, Nonmember, And Miscellaneous Institutions

South Central Oklahoma Production Credit Association, Duncan, Oklahoma -- 

registration under Regulation U.

- Approved, October 26, 2000 

Kansas City

(AC) = Addition or Correction Delegated - Page 4 of 8
H.2 Actions under delegated authority October 22, 2000 to October 28, 2000

Banks, State Member

First Illinois Bank, East St. Louis, Illinois -- payment of a dividend.

- Approved, October 24, 2000 

St. Louis

Capital Stock

Grand Marais State Bank, Grand Marais, Minnesota -- to reduce capital stock 

through a reverse stock split.

- Approved, October 24, 2000 

Minneapolis

Change In Bank Control

MidState Bancorp, Inc., Felton, Delaware -- change in bank control.

- Permitted, October 17, 2000 (AC)

Philadelphia

Nowata Bancshares, Inc., Nowata, Oklahoma -- change in bank control.

- Permitted, October 27, 2000 

Kansas City

Competitive Factors Reports

Bank of the West, Odessa, Texas; Computer Center, Inc., Monahans; and Kermit 

State Bank, Kermit -- reports on competitive factors of the proposed merger with 

First State Bank, Monahans.

- Submitted, October 23, 2000 

Dallas

Chetek State Bank, Chetek, Wisconsin -- report on competitive factors of the 

proposed merger with Bank of Barron, Barron.

- Submitted, October 26, 2000 

Minneapolis

Farmers First Bank, Lititz, Pennsylvania -- report on competitive factors of the 

proposed purchase of assets and assumption of liabilities of the East Lampeter 

Township branch of Main Street Bank, Reading.

- Submitted, October 25, 2000 

Philadelphia

(AC) = Addition or Correction Delegated - Page 5 of 8
H.2 Actions under delegated authority October 22, 2000 to October 28, 2000

Competitive Factors Reports

The Fidelity Bank, Fuquay-Varina, North Carolina -- reports on competitive factors 

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

Mebane and Richmond branches of First Union National Bank, Charlotte, and of the 

proposed acquisition of the Yanceyville branch.

- Submitted, October 23, 2000 

Richmond

First Bank, Troy, North Carolina -- report on competitive factors of the proposed 

acquisition of assets and assumption of deposit liabilities of the Laurinburg, 

Lumberton, Pembroke, and St. Pauls branches of First Union National Bank, 

Charlotte.

- Submitted, October 26, 2000 

Richmond

First-Citizens Bank & Trust Company, Raleigh, North Carolina -- report on 

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

certain liabilities of six branches of First Union National Bank, Charlotte, in 

Goldsboro, Madison, Murphy, Newbern, and Stanford, and in Front Royal, Virginia.

- Submitted, October 23, 2000 

Richmond

Hartsville Community Bank, National Association, Hartsville, South Carolina -- 

report on competitive factors of the proposed merger with Hartsville Interim 

National Bank.

- Submitted, October 23, 2000 

Richmond

Mission Community Bank, N.A., San Luis Obispo, California -- report on 

competitive factors of the proposed merger with Interim Mission Community Bank.

- Submitted, October 26, 2000 

San Francisco

The National Bank of South Carolina, Sumter, South Carolina -- report on 

competitive factors of the proposed merger with Carolina Southern Bank, 

Spartanburg.

- Submitted, October 25, 2000 

Richmond

(AC) = Addition or Correction Delegated - Page 6 of 8
H.2 Actions under delegated authority October 22, 2000 to October 28, 2000

Competitive Factors Reports

Washington Mutual, Inc., Seattle, Washington -- report on competitive factors of the 

proposed acquisition of Bank United Corp., Uniondale, New York, and merger of 

Bank United, Houston, Texas, and Washington Mutual Bank, FA, Stockton, 

California.

- Submitted, October 24, 2000 

San Francisco

World Savings Bank, FSB, Oakland, California -- report on competitive factors of 

the proposed acquisition of World Savings and Loan Association; World Savings 

SSB, Austin, Texas; and two World Savings SSB branches in Austin and West Lake 

Hills.

- Submitted, October 26, 2000 

San Francisco

Extensions Of Time

Bryan Family Management Trust, Bryan, Texas, and Bryan Heritage Limited 

Partnership -- extension to January 14, 2001, to acquire The First National Bank of 

Bryan.

- Granted, October 25, 2000 

Dallas

Employee Stock Ownership Trust of People's Bank and Trust Company of Pickett 

County, Byrdstown, Tennessee -- extension to January 29, 2001, to acquire shares of 

Upper Cumberland Bancshares, Inc.

- Granted, October 26, 2000 

Atlanta

FNB Financial Corporation, Las Vegas, New Mexico -- extension to January 8, 

2001, to acquire First National Bank in Las Vegas.

- Granted, October 26, 2000 

Kansas City

Futurus Financial Services, Inc., Roswell, Georgia -- extension to January 28, 2001, 

to acquire Futurus Bank, N.A.

- Granted, October 26, 2000 

Atlanta

(AC) = Addition or Correction Delegated - Page 7 of 8
H.2 Actions under delegated authority October 22, 2000 to October 28, 2000

Extensions Of Time

M&T Bank Corporation, Buffalo, New York, and Olympia Financial Corp. -- 

extension to November 27, 2001, to divest certain investments.

- Granted, October 23, 2000 

New York

Southwest Georgia Bank, Moultrie, Georgia -- extension to November 4, 2001, to 

establish a branch at 720 West Fourth Street, Adel.

- Granted, October 26, 2000 

Atlanta

WestTenn Bancorp, Inc., Jackson, Tennessee -- extension to December 11, 2000, to 

become a bank holding company through the acquisition of The Bank of Jackson.

- Granted, October 26, 2000 

St. Louis

Financial Holding Companies

First of Waverly Corporation, Waverly, Iowa -- election to become a financial 

holding company.

- Effective, October 25, 2000 

Chicago

MSB Financial, Inc., Manhattan, Montana -- election to become a financial holding 

company.

- Effective, October 27, 2000 

Minneapolis

Membership

BankAnnapolis, Annapolis, Maryland -- membership in the Federal Reserve System.

- Approved, October 24, 2000 

Richmond

United Community Bank of Lisle, Lisle, Illinois -- membership in the Federal Reserve 

System.

- Approved, October 26, 2000 

Chicago

(AC) = Addition or Correction Delegated - Page 8 of 8
District 1

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, October 28, 2000

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) Northwest Mutual Holding Company, Winsted, Connecticut -

application to become a mutual holding company through the

acquisition of Northwest Community Bank, also of Winsted,

Connecticut

Newspaper - 11/17/2000

Fed Reg - 11/17/2000

3(a)(1) Litchfield Mutual Holding Company, Litchfield, Connecticut -

to become a mutual holding company through the acquisition of

Litchfield Bancorp, also of Litchfield, Connecticut

Newspaper - 11/17/2000

Fed Reg - 11/17/2000

3(a)(5) Connecticut Mutual Holding Company, successor to Northwest

Mutual Holding Company, Winsted, Connecticut - application to

merge with Litchfield Mutual Holding Company, Litchfield,

Connecticut

Newspaper - 11/17/2000

Fed Reg - 11/17/2000

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 28, 2000

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) The shareholder consortium, which collectively owns 45.25

percent of Bank Hapoalim B.M., Tel Aviv, Israel, to become a

bank holding company as a result of the related proposal by

Bank Hapoalim B.M. to acquire Signature Bank, New York,

New York (in formation).*

Newspaper – N/Avail

Fed Reg – N/Avail

3(a)(5), 3(a)(3),

18(c), Branch,

4(c)(8)

Chase Manhattan Corporation, New York, New York, (i) to

merge J.P. Morgan & Co., Inc., New York, New York, with and

into Chase; (ii) for Chase and Morgan to each acquire an option

to acquire 19.9 percent of the voting shares of the other; (iii) for

Chase to acquire J.P. Morgan FSB, Palm Beach, Florida; (iv) to

merge Morgan Guaranty Trust Company of New York, New

York, New York, with and into Chase Manhattan Bank, New

York, New York; (v) for Chase Manhattan Bank to establish

additional branches as a result of its merger with Morgan

Guaranty Trust Company.*

Newspaper – 11/06/00

Fed Reg – 11/14/2000

* 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) Dresdner Bank Aktiengesellschaft, Frankfurt, Germany, to

acquire Wasserstein Perella Group, Inc., New York, New York.

Fed Reg – 11/07/2000
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

3(a)(1)RN Somerset Hills Bancorp, to become a one-bank holding

company with respect to The Bank of the Somerset Hills, both

of Bernardsville, New Jersey.

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 28, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Madison Bank, Blue Bell, PA, to establish a branch office

located at 1232 Egypt Road, Oaks, PA.

11/23/2000

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 28, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Section 3(a)(1) Received application from Savings Bancorp, Inc., Circleville,

OH on 10/24/2000 of its intent to form a bank holding company

by acquiring the outstanding voting shares of The Savings Bank,

Circleville, OH.*

Not Yet Known#

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

Section 3(a)(1) Received notice of intent to form bank holding company on

10/26/2000 from Security Bancorp of Maysville, Inc.,

Maysville, KY to acquire the outstanding voting shares of

Security Bank and Trust Company, Maysville, KY.

Membership Received application from Vine Street Trust Company,

Lexington, KY on 10/24/2000 of its intent to become a member

of the Federal Reserve System.

Section 3(a)(1) Received notice of intent to form a bank holding company on

10/25/2000 from CNB Holdings, Inc., McConnelsville, OH to

acquire the outstanding voting shares of Citizens National Bank

of McConnelsville, McConnelsville, OH.

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 First Quarter of 2001

Institution Location

The Croghan Colonial Bank 323 Croghan Street, Fremont, OH 43420-0557

Commercial & Savings Bank 6 W. Jackson Street, Millersburg, OH 44654-1302

Fifth Third Bank 21 East State Street, Columbus, OH 43215

Fifth Third Bank North High Banking Center, 511 North High Street, Hillsboro,

OH 45133

Fifth Third Bank 110 North Main Street, Dayton, OH 45402

Fifth Third Bank Fifth Third Center, 401 South 4th Avenue, Louisville, KY

40202-3411

Fifth Third Bank 8100 Burlington Pike, Florence, KY 41042

Fifth Third Bank 701 E. 83rd Avenue, Merrillville, IN 46410

Fifth Third Bank 4099 Tamiami Trail North, Naples, FL 34101

Fifth Third Bank Bancorp 38 Fountain Square Plaza, Cincinnati, OH 45263

Fifth Third Bank 38 Fountain Square Plaza, Cincinnati, OH 45263

The inclusion on the list of institutions that are scheduled to undergo CRA examinations in the next calendar

quarter is not determinative of whether the institution will be examined in that quarter. Reserve Banks may need

to defer a planned examination or conduct an unforeseen examination because of scheduling difficulties or other

circumstances.
District 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, October 28, 2000

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 Change in Control Notice filed by James L. Pitrolo, Jr.,

John B. Pitrolo, Joyce Keefover and Janice Cota with

respect to Heritage Bancshares, Inc., Mannington, West

Virginia.*

Fed Reg - 11/13/2000

Newspaper - 10/31/2000

3(a)(5) F&M National Corporation, Winchester, Virginia, to merge

with Atlantic Financial Corp., Newport News, Virginia.*

Fed Reg - 11/24/2000

Newspaper - 11/20/2000

*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) F&M National Corporation, Winchester, Virginia, to acquire a

51% interest in Johnson Mortgage Company, L.L.C., Newport

News, Virginia.

Fed Reg - 11/24/2000
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

3(a)(1) Regional Bankshares, Inc., Hartsville, South Carolina, to

become a bank holding company through the acquisition of

100% of the voting shares of Hartsville Community Bank,

National Association, Hartsville, South Carolina.

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 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week ending Saturday, October 28, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

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

located at 8260 Citrus Park Drive, Tampa, Florida, to be known

as the Citrus Park Branch.

11/11/2000*

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

located at 24870 S. Tamiami Trail, Bonita Springs, Florida, to

be known as the Bonita Spring Branch.

11/11/2000*

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

located at 570 Blanding Boulevard, Orange Park, Florida, to be

known as the Orange Park Branch.

11/11/2000*

18(c) Capital City Bank, Tallahassee, Florida, to purchase certain

assets and assume certain liabilities of six branches of First

Union National Bank, Charlotte, North Carolina.

11/25/2000*

18(c) Capital City Bank, Tallahassee, Florida, to merge with First

National Bank of West Point, West Point, Georgia.

12/03/2000*

*Subject to provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(5) Capital City Bank Group, Inc., Tallahassee, Florida, to merge

with First Bankshares of West Point, Inc., West Point, Georgia,

and thereby acquire First National Bank of West Point, West

Point, Georgia.

Newspaper –

12/03/2000*

3(a)(3) Capital City Bank Group, Inc., Tallahassee, Florida, to acquire

20.75 percent of the outstanding shares of First Peoples

Bankshares, Inc., Pine Mountain, Georgia, and its subsidiary,

First Peoples Bank, Pine Mountain, Georgia.

Newspaper –

12/03/2000*

3(a)(3) First National Bankers Bankshares, Inc., Baton Rouge,

Louisiana, to acquire Mississippi National Bankers Bank,

Ridgeland, Mississippi (in organization).

Newspaper –

11/27/2000*
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(3) Firstrust Corporation, New Orleans, Louisiana, to acquire Metro

Bank, Kenner, Louisiana.

N/Avail*

3(a)(3) Whitney Holding Corporation, New Orleans, Louisiana, to

acquire American Bank, Houston, Texas.

Fed Reg – 11/24/2000*

3(a)(5) Whitney Holding Corporation, New Orleans, Louisiana, to

merge with Prattville Financial Services Corporation, Prattville,

Alabama, and thereby acquire Bank of Prattville, Prattville,

Alabama.

Newspaper –

11/15/2000*

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

4(c)(8) Whitney Holding Corporation, New Orleans, Louisiana, prior

notice to acquire Key Finance Company of Prattville, Inc.

Prattville, Alabama, and thereby engage in extending credit

and servicing loans and credit insurance activities through

a finance company.
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 28, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) &

 Branches

Chemical Bank and Trust Company, Midland, Michigan, for

prior approval to merge with Chemical Bank Bay Area, Bay

City; Chemical Bank Michigan, Clare; Chemical Bank Key

State, Owosso; and Chemical Bank Thumb Area, Caro, all in

Michigan, and thereby establish 43 branch offices.*

Newspaper – 11/10/2000

Branch Fifth Third Bank Indiana, St. Joseph, Michigan, for prior

approval to establish a branch office at 1701 Golf Road, Rolling

Meadows, Illinois.*

Newspaper – 10/18/2000

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(1) Plymouth Financial Corporation, Plymouth, Michigan, for prior

approval to become a bank holding company through the

acquisition of 100 percent of the voting shares of New Liberty

(in organization), Plymouth, Michigan.*

Fed Reg – 10/23/2000

Newspaper – 10/23/2000

3(a)(1) Yankee Ridge, Inc., Allerton, Illinois, for prior approval to

become a bank holding company through the acquisition of 100

percent of the voting shares of both the State Bank of Allerton,

Allerton, Illinois, and the Philo Exchange Bank, Philo, Illinois.*

Fed Reg – 11/17/2000

Newspaper – 11/16/2000

3(a)(5) Mid-Iowa Bancshares Co., Algona, Iowa, for prior approval to

acquire 100 percent of the voting shares of Ruthven Investment,

Ltd., Ruthven, Iowa.*

Fed Reg – 11/24/2000

Newspaper – N/Avail

4(c)(8) Irwin Financial Corporation, Columbus, Indiana, for prior

approval to acquire 100 percent of the voting shares of Irwin

Union Bank, F.S.B., (in organization), Louisville, Kentucky.*

Fed Reg – 11/24/2000

Newspaper – N/Avail

3(a)(3) Northwest Suburban Bancorp, Inc., Mount Prospect, Illinois, for

prior approval to acquire 100 percent of the voting shares of

Village Bank and Trust, North Barrington, Illinois.*

Fed Reg – N/Avail

Newspaper – N/Avail

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

Type Application

Ending date of

comment period

4(c)(8) Midwest Banc Holdings, Inc., Melrose Park, Illinois, for prior

approval to acquire 100 percent of the voting shares of Midwest

Financial and Investment Services, Inc., Elmwood Park, Illinois.

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 8

Federal Reserve Bank of St. Louis

Applications and notifications filed during the week ending Saturday, October 28, 2000

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), 3(a)(3) Companion notices by First Banks, Inc. and its subsidiary bank

holding company, First Banks America, Inc., both of St. Louis,

Missouri, to acquire The San Francisco Company, San

Francisco, California.*

Newspaper – 11/24/2000

Fed Reg – 11/24/2000

* 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

§24A FR Act Notice by Southern Commercial Bank, St. Louis, Missouri, to

make an additional investment in bank premises.
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 28, 2000

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 10

Federal Reserve Bank of Kansas City

Applications and notifications filed during the week ending Saturday, October 28, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Community Banks of Southern Colorado, Rocky Ford,

Colorado, to establish a branch at Idaho Street and State

Highway 96, Ordway, Colorado.

Newspaper - 11/07/2000

Branch People First Bank, Hennessey, Oklahoma, to establish a branch

at 101 North Main Street, Hennessey, Oklahoma, after the

relocation of the main bank to Oklahoma City, Oklahoma.

Newspaper - 10/31/2000

18(c) / Branch Adams Bank and Trust Company, Ogallala, Nebraska, to merge

with Bank of Colorado - Western Slope, Grand Junction,

Colorado, and incident thereto, to establish additional branches.

Newspaper - N/Avail

18(c) / Branch Sylvan State Bank, Sylvan Grove, Kansas, to purchase the assets

and assume the liabilities of the Overland Park, Kansas, branch

of Kendall State Bank, Valley Falls, Kansas; to merge with

Centerville State Bank, Centerville, Kansas, and incident

thereto, to establish branches.

Newspaper - N/Avail

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

Type Application

Ending date of

comment period

3(a)(1) 1

st Financial Bancshares, Inc., Shawnee Mission, Kansas, to

become a bank holding company through the acquisition of 100

percent of the voting shares of Centerville State Bank,

Centerville, Kansas.

Newspaper - N/Avail

Fed Reg - N/Avail

3(a)(3) Meader Insurance Agency, Inc., Waverly, Kansas, to acquire

13.1 percent of the voting shares of 1st Financial Bancshares,

Inc., Shawnee Mission, Kansas, and thereby indirectly acquire

Centerville State Bank, Centerville, Kansas.

Newspaper - N/Avail

Fed Reg - N/Avail

CIC Myra K. Mask Irrevocable Trust, Allen, Oklahoma and Debbie

Rinehart, as Trustee, Allen, Oklahoma, to acquire voting shares

of Allen Bancshares, Inc., Allen, Oklahoma, and thereby

indirectly acquire Farmers State Bank, Allen, Oklahoma.

Newspaper - 11/02/2000

Fed Reg - 11/14/2000
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

CIC Darlene L. Brandt, Lincoln, Nebraska, to acquire voting shares

of Mid-Nebraska Company, Inc., Kearney, Nebraska, and

thereby indirectly acquire Kearney State Bank and Trust

Company, Kearney, Nebraska.

Newspaper - 11/13/2000

Fed Reg - 11/14/2000

3(a)(1) SSB Management LLC, Wilber, Nebraska, to become a bank

holding company through h the acquisition of 22.22 percent of

the voting shares of Wilber Co., Wilber, Nebraska, and thereby

indirectly acquire Saline State Bank, Wilber, Nebraska.

Newspaper - 11/18/2000

Fed Reg - 11/17/2000

3(a)(3) First National Johnson Bancshares, Inc., Johnson, Nebraska, to

acquire 22.22 percent of Wilber Co., Wilber, Nebraska, and

thereby indirectly acquire Saline State Bank, Wilber, Nebraska.

Newspaper - 11/18/2000

Fed Reg - 11/18/2000

3(a)(3) Wilber Co., Wilber, Nebraska, to acquire 23.34 percent of the

voting shares of NebraskaLand Financial Services, Inc., North

Platte, Nebraska, and thereby indirectly acquire NebraskaLand

National Bank, North Platte, Nebraska.

Newspaper - 11/18/2000

Fed Reg - 11/17/2000

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Wilber Co., Wilber, Nebraska, to acquire Saline State Insurance

Agency, LLC, Wilber, Nebraska, and thereby indirectly engage

in general insurance activities.

Fed Reg - 11/17/2000

4(c)(8) SSB Management LLC, Wilber, Nebraska to indirectly engage

in general insurance activities, through the acquisition of Wilber

Co., Wilber, Nebraska.

Fed Reg - 11/17/2000

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

Type Application

4(c)(8) First National Johnson Bancshares, Inc., Johnson, Nebraska, to

indirectly engage in general insurance activities, through the

acquisition of Wilber Co., Wilber, Nebraska.
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 28, 2000

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) OSB Financial Services, Inc., Orange, TX, to acquire

OSB Delaware Financial Services, Inc., Dover, DE, and

Orange Savings Bank, SSB, Orange, TX*

(previously reported the week ending October 21, 2000)

Fed Reg – 11/20/2000

Newspaper – 11/18/2000

3(a)(1) OSB Delaware Financial Services, Inc., Dover, DE, to acquire

Orange Savings Bank, SSB, Orange, TX*

(previously reported the week ending October 21, 2000)

Fed Reg – 11/20/2000

Newspaper – 11/18/2000

CIC Wendell Don Sapaugh, Sulphur Springs, TX, only notificant, to

acquire an interest in

Sulphur Springs Bancshares, Inc., Sulphur Springs, TX

Fed Reg – 11/08/2000

Newspaper – 11/16/2000

3(a)(5) Southwest Bancorporation of Texas, Inc., Houston, TX, and

Southwest Holding Delaware, Inc., Wilmington, DE, to acquire

Citizens Bankers, Inc., Baytown, TX,

Citizens Bankers of Delaware, Inc., Wilmington, DE,

Citizens Bank and Trust Company of Baytown, Baytown, TX,

Baytown State Bank, Baytown, TX,

Pasadena State Bank, Pasadena, TX, and

First National Bank of Bay City, Bay City, TX*

Fed Reg – 11/20/2000

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 28, 2000

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) UFJ Holdings, Inc., Osaka, Japan, to become a bank holding

company by acquiring The Sanwa Bank, Limited, Osaka, Japan,

and The Tokai Bank, Limited, Nagoya, Japan. *

Newspaper - N/Avail

Fed Reg - 11/24/2000

3(a)(5) Humboldt Bancorp, Eureka, California, to merge with Tehama

Bancorp, Red Bluff, California. *

Newspaper - 11/22/2000

Fed Reg - 11/24/2000

* 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) UFJ Holdings, Inc., Osaka, Japan, to engage indirectly in certain

nonbanking activities by acquiring The Sanwa Bank, Limited,

Osaka, Japan, and The Toyo Trust and Banking Company,

Limited, Tokyo, Japan.

Fed Reg - 11/24/2000

4(c)(8) Humboldt Bancorp, Eureka, California, to engage in leasing

activities by acquiring Bancorp Financial Services, Inc.,

Sacramento, California.

Fed Reg - 11/09/2000
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