Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 26

Week Ending June 24, 2000

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions June 18, 2000 to June 24, 2000

Testimony And Statements

Commodity Futures Modernization Act -- statement by Chairman Greenspan before 

the Senate Committee on Agriculture and Committee on Banking, Housing, and 

Urban Affairs, June 21, 2000.

- Published, June 21, 2000 

Bank Holding Companies

National Commerce Bancorporation, Memphis, Tennessee -- to merge with CCB 

Financial Corporation, Durham, North Carolina, and thereby acquire Central 

Carolina Bank and Trust Company.

- Approved, June 19, 2000 

Wells Fargo & Company, San Francisco, California -- to acquire National Bancorp 

of Alaska, Anchorage, Alaska, and National Bank of Alaska.

- Approved, June 21, 2000 

Banks, Nonmember, And Miscellaneous Institutions

Bell Atlantic Corporation and GTE Corporation -- to establish a voting trust to hold 

temporarily certain shares of a bank holding company.

- Approved, June 19, 2000 

Forms

Suspicious Activity Report (FR 2230) -- revised, June 2000.

- Published, June 19, 2000 

International Operations

Irwin Union Bank and Trust, Columbus, Indiana -- to establish an Edge corporation, 

Irwin International Corporation, and thereby make an investment in a foreign 

subsidiary, Onset Capital Corporation, Vancouver, Canada.

- Approved, June 21, 2000 

Regulations And Policies

Regulation E (Electronic Funds Transfers) -- request for comment on proposed 

revisions to official staff commentary.

- Published, June 23, 2000 

Reserve Bank Operations

Reserve Bank accounting -- change in treatment of foreign-denominated assets.

- Approved, June 20, 2000 

(AC) = Addition or Correction Board - Page 1 of 2
H.2 Board Actions June 18, 2000 to June 24, 2000

Enforcement

Banco Bilbao Vizcaya Argentaria, S.A., Madrid, Spain; Banco Bilbao Vizcaya, S.A., 

Miami Agency, Miami, Florida; and Banco Bilbao Vizcaya, S.A., New York Branch, 

New, York, New York -- written agreement, dated June 12, 2000, with the Federal 

Reserve Banks of Atlanta and New York, the New York State Banking Department, 

and the State of Florida Department of Banking and Finance.

- Announced, June 23, 2000 

(AC) = Addition or Correction Board - Page 2 of 2
June 18, 2000 to June 24, 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

Bank One, Michigan, Detroit, Michigan -- to establish a branch at 13767 23 Mile 

Road, Shelby Township.

- Approved, June 23, 2000 

Chicago

Central Bank and Trust, Little Rock, Arkansas -- to establish a branch at 1123 South 

University.

- Approved, June 22, 2000 

St. Louis

Falcon International Bank, Laredo, Texas -- to establish a branch at 7718 McPherson 

Road.

- Approved, June 21, 2000 

Dallas

Midwest BankCentre, St. Louis, Missouri -- to establish a branch at 8024 Forsyth, 

Clayton.

- Approved, June 20, 2000 

St. Louis

Potomac Bank of Virginia, Vienna, Virginia -- to establish a branch at 8501 

Arlington Boulevard, Fairfax.

- Approved, June 21, 2000 

Richmond

State Bank and Trust Company, Defiance, Ohio -- to establish a branch at 137 South 

Main Street, Akron.

- Approved, June 22, 2000 

Cleveland

Wilmington Trust of Pennsylvania, West Chester, Pennsylvania -- to establish 

branches at 116 East Court Street, Doylestown, and 2 West Market Street, West 

Chester.

- Approved, June 20, 2000 

Philadelphia

(AC) = Addition or Correction Delegated - Page 1 of 9
H.2 Actions under delegated authority June 18, 2000 to June 24, 2000

Bank Holding Companies

Arvest Bank Group, Inc., Bentonville, Arkansas, and First Bancshares, Inc., 

Bartlesville, Oklahoma -- to retain shares of Arvest State Bank, Tulsa, Oklahoma, 

after the conversion of its predecessor institution, State Bank and Trust, to a statechartered bank.

- Approved, June 22, 2000 

St. Louis

Central Financial Corporation, Hutchinson, Kansas -- to acquire shares of Premier 

Bancshares, Inc., Jefferson City, Missouri.

- Approved, June 21, 2000 

Kansas City

Dakota Western Bankshares, Inc., Bowman, North Dakota -- to acquire West River 

Holding Company, Hettinger, and West River State Bank.

- Approved, June 23, 2000 

Secretary

Downing Partnership, LP, Ellis, Kansas -- to become a bank holding company 

through the acquisition of shares of Ellis State Bank.

- Approved, June 21, 2000 

Kansas City

Eggemeyer Advisory Corp., WJR Corp., Castle Creek Capital, LLC, and Castle 

Creek Capital Partners Funds I, IIa, and IIb, LPs, all of Rancho Santa Fe, 

California -- to acquire shares of State National Bancshares, Inc., Lubbock, Texas, 

and through State National Bancshares to acquire shares of Independent Bankshares, 

Inc., Abilene, and its wholly owned subsidiary bank, First State Bank, N.A.

- Approved, June 14, 2000 (AC)

San Francisco

Hallmark Capital Corporation, Glendale, Wisconsin -- to engage de novo in 

extending credit and servicing loans.

- Approved, June 23, 2000 

Chicago

(AC) = Addition or Correction Delegated - Page 2 of 9
H.2 Actions under delegated authority June 18, 2000 to June 24, 2000

Bank Holding Companies

Heartland Bancshares, Inc., Lenox, Iowa -- application to engage in brokerage and 

insurance activities through a wholly owned subsidiary, Union Small Business 

Alliance, Inc., after the activities are transferred from Heartland's subsidiary bank, 

First Community National Bank, Corning, in connection with its conversion to a 

thrift charter.

- Approved, June 15, 2000 (AC)

Chicago

Heritage Group, Inc., Aurora, Nebraska -- to acquire City National Bank and Trust 

Company, Hastings.

- Approved, June 23, 2000 

Kansas City

National Bank of Greece, S.A., Athens, Greece -- to acquire, through NBG 

International Limited, London, England, control of Newbrook Group LLC, 

Newbrook Capital Management, Inc., Newbrook Capital Management LLC, and 

Newbrook Securities LLC, and to engage in brokerage, riskless principal, private 

placement, and private investment fund activities.

- Approved, June 20, 2000 

New York

National Commerce Bancorporation, Memphis, Tennessee -- to acquire FMT 

Holding Company, and thereby engage in trust company activities and employee 

benefits consulting.

- Approved, June 20, 2000 

St. Louis

Northwest Bancorporation, Houston, Texas -- to acquire Redstone Bancorporation 

and Redstone Bank, N.A.

- Approved, June 20, 2000 

Dallas

Regions Financial Corporation, Birmingham, Alabama -- to merge with Heritage 

Bancorp, Inc., Hutto, Texas, and thereby acquire Texas Heritage Bank.

- Approved, June 19, 2000 

Atlanta

(AC) = Addition or Correction Delegated - Page 3 of 9
H.2 Actions under delegated authority June 18, 2000 to June 24, 2000

Bank Holding Companies

Silicon Valley Bancshares, Santa Clara, California -- to engage de novo in investment 

and financial advisory services, including serving as the general partner of SVB 

Strategic Investors Fund, LP.

- Approved, June 21, 2000 

San Francisco

Spectrum Bancorporation, Omaha, Nebraska -- waiver of applications in connection 

with the merger of its subsidiary bank, Citizens Bank, Mt. Ayr, Iowa, with United 

National Bank of Iowa, Sidney, and Iowa State Bank, Hamburg, subsidiaries of 

Hamburg Financial, Inc. and Thurman State Corporation also to be acquired by 

Spectrum, and the merger of Citizens Corporation, Corydon, into Spectrum as part 

of a corporate reorganization.

- Granted, June 9, 2000 (AC)

Chicago

Stockmens Financial Corporation, Rushville, Nebraska; Stamford Banco, Inc., 

Stamford; and Nebraska Bankshares, Inc., Farnam -- to acquire interests in First 

Gothenburg Bancshares, Inc., Gothenburg.

- Approved, June 23, 2000 

Kansas City

Texas Capital Bancshares, Inc., Dallas Texas -- to acquire BankDirect, SSB.

- Approved, June 23, 2000 

Dallas

Valley Capital Corporation, Greenwood, Mississippi -- to acquire State Capital 

Corporation, Brookhaven, and State Bank and Trust Company.

- Approved, June 20, 2000 

St. Louis

Board Operations

Securities Investor Protection Corporation -- appointment of David J. Stockton as a 

member of the board of directors for the remainder of the three-year term that began 

January 1, 1999.

- Approved, June 21, 2000 

Chairman

(AC) = Addition or Correction Delegated - Page 4 of 9
H.2 Actions under delegated authority June 18, 2000 to June 24, 2000

Capital Stock

Cashton Bancshares, Inc., Cashton, Wisconsin -- to repurchase stock.

- Returned, June 22, 2000 

Chicago

Change In Bank Control

CNB Bancorp, Inc., Woodsfield, Ohio -- change in bank control.

- Permitted, June 22, 2000 

Cleveland

Commerce Bancshares, Inc., Brownsville, Tennessee -- change in bank control.

- Permitted, June 20, 2000 

St. Louis

First Community Bancshares, Inc., Batesville, Arkansas. -- change in bank control.

- Permitted, June 21, 2000 

St. Louis

First Gothenburg Bancshares, Inc., Gothenburg, Nebraska -- change in bank control.

- Permitted, June 23, 2000 

Kansas City

First Texas Bancorporation, Georgetown, Texas -- change in bank control.

- Permitted, June 19, 2000 

Dallas

South Louisiana Financial Corporation, Houma, Louisiana -- change in bank control.

- Permitted, June 21, 2000 

Atlanta

University Financial Corp., St. Paul, Minnesota -- change in bank control.

- Permitted, June 19, 2000 

Minneapolis

(AC) = Addition or Correction Delegated - Page 5 of 9
H.2 Actions under delegated authority June 18, 2000 to June 24, 2000

Competitive Factors Reports

Alpena Bancshares, Inc., Alpena, Michigan -- report on competitive factors of the 

proposed acquisition of First Federal Savings and Loan Association of Alpena.

- Submitted, June 19, 2000 

Chicago

Heritage Bank, Decatur, Alabama -- report on competitive factors of the proposed 

merger with Heritage Interim Corporation, Birmingham.

- Submitted, June 21, 2000 

Atlanta

Merchants Bank of Pennsylvania, Shenandoah, Pennsylvania -- report on competitive 

factors of the proposed merger with First National Bank of Leesport, Leesport.

- Submitted, June 22, 2000 

Philadelphia

NBC Bank, N.A., Eagle Pass, Texas -- report on competitive factors of the proposed 

merger with NBC Bank Central, N.A., Luling.

- Submitted, June 19, 2000 

Dallas

North Adams State Bank of Ursa, Ursa, Illinois -- report on competitive factors of 

the proposed purchase of assets and assumption of liabilities of the Camp Point 

branch of Union Bank West, Macomb.

- Submitted, June 23, 2000 

St. Louis

The Peoples Bank, Pratt, Kansas -- report on competitive factors of the proposed 

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

branch of Commercial Federal Bank, FSB, Omaha, Nebraska.

- Submitted, June 23, 2000 

Kansas City

Roxborough Manayunk, FSB, Philadelphia, Pennsylvania -- report on competitive 

factors of the proposed acquisition of certain assets of four branches of Wilmington 

Trust of Pennsylvania, West Chester.

- Submitted, June 20, 2000 

Philadelphia

(AC) = Addition or Correction Delegated - Page 6 of 9
H.2 Actions under delegated authority June 18, 2000 to June 24, 2000

Competitive Factors Reports

Southern Missouri Bank & Trust Company, Poplar Bluff, Missouri -- report on 

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

of the Kennett and Qulin branches of Commerce Bank, N.A., Kansas City.

- Submitted, June 19, 2000 

St. Louis

Valley Bank, Cleveland, Mississippi -- report on competitive factors of the proposed 

merger with State Bank & Trust Company, Brookhaven.

- Submitted, June 19, 2000 

St. Louis

Valley Merchants Bank, N.A., Hemet, California -- report on competitive factors of 

the proposed merger with Business Bank of California, San Bernardino.

- Submitted, June 22, 2000 

San Francisco

Extensions Of Time

Allfirst Financial, Inc., Baltimore, Maryland -- extension to July 15, 2001, to dispose 

of an impermissible investment.

- Granted, June 22, 2000 

Richmond

AmSouth Bank, Birmingham, Alabama -- extension to July 8, 2001, to divest stock 

of National Properties & Mining Company, Inc.

- Granted, June 19, 2000 

Director, BS&R

Concord Bancshares, Inc., St. Louis, Missouri -- extension to July 31, 2000, to 

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

- Granted, June 23, 2000 

St. Louis

Greatbanc, Inc., Aurora, Illinois -- extension to September 30, 2000, to acquire ANB 

Financial Services, Inc. and thereby engage in mortgage and loan servicing activities.

- Granted, June 22, 2000 

Chicago

(AC) = Addition or Correction Delegated - Page 7 of 9
H.2 Actions under delegated authority June 18, 2000 to June 24, 2000

Extensions Of Time

MBNA America Bank, N.A., Wilmington, Delaware -- extension to May 30, 2001, 

to make an investment in MBNA International Bank Limited, Chester, United 

Kingdom.

- Granted, May 30, 2000 (AC)

Director, BS&R

NBT Bancorp, Inc., Norwich, New York -- extension to July 30, 2000, to merge 

with Pioneer American Holding Company Corp., Carbondale, Pennsylvania, and 

thereby acquire Pioneer American Bank, N.A.

- Granted, June 19, 2000 

New York

Oak Financial, Inc., Madison, Wisconsin -- extension to October 6, 2000, to become 

a bank holding company through the acquisition of Oak Bank, Fitchburg, a de novo 

bank.

- Granted, June 22, 2000 

Chicago

Ohio Legacy Corp., Wooster, Ohio -- extension to August 29, 2000, to acquire Ohio 

Legacy Bank, N.A.

- Granted, June 20, 2000 

Cleveland

Summit Bank, Princeton, New Jersey -- extension to December 31, 2000, to 

establish a branch at 2000 Windrow Drive.

- Granted, June 19, 2000 

New York

Terre Haute Savings MHC, Inc., Terre Haute, Indiana -- extension to October 5, 

2000, to become a bank holding company through the acquisition of Terre Haute 

Savings Bank.

- Granted, June 21, 2000 

Chicago

(AC) = Addition or Correction Delegated - Page 8 of 9
H.2 Actions under delegated authority June 18, 2000 to June 24, 2000

Financial Holding Companies

Dexia, S.A., Brussels, Belgium; Dexia Bank Belgium, S.A.; Dexia France, Paris, 

France; and Dexia Credit Local de France -- elections to be treated as financial 

holding companies.

- Effective, June 22, 2000 

Director, BS&R

The Toronto-Dominion Bank, Toronto, Canada, and TD Waterhouse Holdings, Inc., 

New York, New York -- elections to become financial holding companies.

- Effective, June 22, 2000 

Director, BS&R

Membership

Arvest State Bank, Tulsa, Oklahoma -- membership in the Federal Reserve System 

after conversion from a federal savings bank charter.

- Approved, June 22, 2000 

Kansas City

Bunceton State Bank, Bunceton, Missouri -- membership in the Federal Reserve 

System.

- Approved, June 23, 2000 

Kansas City

Centura Card Bank, Norcross, Georgia -- membership in the Federal Reserve System.

- Approved, June 21, 2000 

Atlanta

Community Bank of Raymore, Raymore, Missouri -- membership in the Federal 

Reserve System.

- Approved, June 23, 2000 

Kansas City

Regulations And Policies

Guidance on equity investment and merchant banking activities -- issuance of 

supervisory letter.

- Published, June 22, 2000 

Director, BS&R

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

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, June 24, 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

4(c)(8) Boston Private Financial Holdings, Inc., Boston, Massachusetts

to acquire Sand Hill Advisors, Inc., Menlo Park, California and

thereby engage in investment advisory services consistent with

section 225.28 (b)(6) of Regulation Y

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 third Quarter of 2000

Institution Location

None
District 2

Federal Reserve Bank of New York

Applications and notifications filed during the week ending Saturday, June 24, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

FBSEA The Governor and Company of the Bank of Ireland, Dublin,

Ireland, to establish a representative office in Greenwich,

Connecticut.

Newspaper – N/Avail

FBSEA Caixa Economica Montepio Geral, Lisbon, Portugal, to establish

a representative office in Newark, New Jersey.

Newspaper – N/Avail

Branch Manufacturers and Traders Trust Company, Buffalo, New

York, to establish a branch office located at The Burdett

Building, 251 River Street, Troy, New York.*

Newspaper – 06/30/2000

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

to establish a branch office located at 140 Adams Avenue, Suites

A 1&2, Hauppauge, Smithtown, New York.*

Newspaper – 06/30/2000

Branch The Bank of New York, New York, New York, to establish a

branch office located at 700 Clock Tower Commons, Brewster,

New York.*

Newspaper – 06/28/2000

* 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)(3) Valley National Bancorp, Wayne, New Jersey, to acquire up to

9.9 percent of the outstanding common shares of Shrewsbury

Bancorp, Inc., Shrewsbury, New Jersey.*

Newspaper – 06/20/2000

Fed Reg – 06/16/2000

3(a)(3)\3(a)(5)\

4(c)(8)\18(c)

M&T Bank Corporation, Buffalo, New York, and Olympia

Financial Corporation, Buffalo, New York, (i) to acquire by

merger Keystone Financial Inc., (“Keystone”) and thereby

acquire its wholly-owned subsidiary, Keystone Financial Bank,

N.A.; (“Keystone Bank”) and (ii) to acquire Keystone’s whollyowned nonbanking subsidiaries. Manufacturers and Traders

Trust Company, Buffalo, New York, to merge with Keystone

Bank, and as incident thereto, to establish branches.*

Newspaper - 07/12/2000

Fed. Reg. – N/Avail
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(1) Avant Financial LLC, Syracuse, New York, to become a

bank holding company by acquiring 67.5 percent of the

voting shares of Reliance Bank, White Plains, New York.*

Newspaper – N/Avail

Fed Reg – N/Avail

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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.
Section V – Availability of CRA public evaluations

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, June 24, 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) Penns Woods Bancorp, Jersey Shore, PA, to purchase up 19.9%

of the voting shares of Columbia Financial Corporation,

Bloomsburg, PA.

Newspaper: 07/17/2000

Fed. Reg.: 07/19/2000

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 4

Federal Reserve Bank of Cleveland

Applications and notifications filed during the week ending Saturday, June 24, 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 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, June 24, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) Southern Financial Bank, Warrenton, Virginia, to merge

with First Savings Bank of Virginia, Springfield, Virginia.*

Newspaper – 07/19/2000

*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

CIC Change in Control Notice filed by Candace Elaine Maddox,

Alan Paul Thomas, Brandon Lowell Thomas, Brian Fike

Thomas, Chase Fike Thomas, Corrisa Blair Thomas, David

Martin Thomas, Gregory Clark Thomas, Jeffrey Ward Thomas,

Laura Kay Thomas, Mary Feather Thomas, Melinda Jean

Thomas, Phyllis Jean Thomas and Ward Fike Thomas with

respect to State Bancorp, Inc., Bruceton Mills, West Virginia.*

Fed Reg – July 11, 2000

Newspaper – July 7, 2000

4(c)(8) Southern Financial Bancorp, Inc., Warrenton, Virginia, to

acquire First Savings Bank of Virginia, Springfield, Virginia.

Fed Reg – N/Avail.

Newspaper – 07/19/2000

*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

3(a)5 Provident Bankshares Corporation, Baltimore, Maryland,

request for waiver of an application to merge with Habor

Federal Bancorp, Inc., Baltimore, Maryland.

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, June 24, 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 After-the-fact notification filed by Mr. Gilbert J. Wellman and

family, Sarasota, Florida, to retain 32.19 percent of the

outstanding shares of Sarasota BanCorporation, Sarasota,

Florida.

Not yet available

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) Riverside Banking Company, Ft. Pierce, Florida, prior notice to

acquire Dockside Finance Company, Ft. Pierce, Florida, and

thereby engage in making, acquiring, brokering, or servicing

loans or other extensions of credit.
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 7

Federal Reserve Bank of Chicago

Applications and notifications filed during the week ending Saturday, June 24, 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) Heartland Bancshares, Inc., Lenox, Iowa, proposes to acquire

an additional 62.5% of Union Bank of Arizona, Gilbert,

Arizona. Following the proposed transaction, Heartland will

own 100% of Union Bank of Arizona.*

Fed Reg – 07/21/2000

Newspaper – N/Avail

3(a)(3) Pilot Grove Savings Bank Employee Stock Ownership Plan,

Pilot Grove, Iowa, proposes to acquire 100% of Farmers Savings

Bank, Mount Pleasant, Iowa.*

Fed Reg – 07/19/2000

Newspaper – N/Avail

3(a)(3) Pilot Bancorp, Inc., Pilot Grove, Iowa, proposes to acquire

100% of Farmers Savings Bank, Mount Pleasant, Iowa.*

Fed Reg – 07/21/2000

Newspaper – N/Avail

CIC Notification by Perry B. Hansen, Douglas M. Kratz and Francis

P. McCarthy, of a Change in Control of Second Mid-America

Bancorp, Inc., Savanna, 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) Byron Bancshares, Inc., Byron, Illinois, notification of intent to

engage in securities brokerage activities through its subsidiary,

Byron Bank Financial Services, Byron, 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, June 24, 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 9

Federal Reserve Bank of Minneapolis

Applications and notifications filed during the week ending Saturday, June 24, 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

4(c)(8) Community Bank Group, Inc., Eden Prairie, Minnesota, to

engage in general insurance agency activities through the

acquisition of Midland Insurance Group, Inc., Winsted,

Minnesota.

07/11/2000

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
District 10

Federal Reserve Bank of Kansas City

Applications and notifications filed during the week ending Saturday, June 24, 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

Membership Security Bank National Association, Pawnee, Oklahoma, for

prior approval to remain a member of the Federal Reserve

System following its conversion from a national to a state

charter.
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, June 24, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) First State Bank, Granger, TX, to purchase assets and assume

liabilities of a branch from

Broadway National Bank, San Antonio, TX, and establish a

branch office*

(previously reported the week ending June 10, 2000)

07/05/2000

Branch First State Bank, Granger, TX, to establish a branch office at

207 North Main Street, Elgin, TX, 78621*

(previously reported the week ending June 10, 2000)

07/05/2000

*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

CIC Richard N. Abrams, Northfield, IL, only notificant, to acquire an

interest in Surety Capital Corporation, Hurst, TX

(previously reported the week ending June 17, 2000)

Fed Reg – 07/03/2000

Newspaper – 07/03/2000

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 12

Federal Reserve Bank of San Francisco

Applications and notifications filed during the week ending Saturday, June 24, 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 Alan Earl Knudson and Knudson Family Limited Partnership,

Ltd., Draper, Utah, to acquire up to 26.2 percent of Silver State

Bancorp, Henderson, Nevada. *

Newspaper - 05/19/2000

Fed Reg - N/Avail

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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