Section IV - Application Not Subject to

jeral Regi Joti w: oti
Applicati

First Fidelity International Bank,
New York, New York, to amend its
articles of association to move the
home office location to Charlotte,
North Carolina.

*Application is subject to CRA requirements.
**Expiration of comment period specified in the i .
xP: Pp Pp



Outstanding record of meeting community credit needs

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

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

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

CRA Public CRA
Bank/Location RSSD# Exam Date —Date_ —Rating_
Schuyler State Bank and 866550 3-31-97 6-25-97 Satisfactory
Company
P.O. Box 427
Schuyler, NE 68661-0427
Lafayette State Bank 283054 3-31-97 6-27-97 Outstanding
811 South Public Road
Lafayette, CO 80026-2127
Sundance State Bank 94755 3-31-97 6-27-97 Satisfactory

P.O. Box 950
Sundance, WY 82729-0950

*Application is subject to CRA.



lication

NONE.

NONE.

NONE.

Application

NONE.

FEDERAL RESERVE BANK OF MINNEAPOLIS
Section I - Applications Subject to
aper Notice Onl

Comment Period

_Ending Date_

FEDERAL RESERVE BANK OF MINNEAPOLIS
Section HI - Applications Subject to Both
New: ister Notic

Comment Period
i ate

FEDERAL RESERVE BANK OF MINNEAPOLIS
Section III - Applications Subject
deral Register Notice Onl

Comment Period

Ending D

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

Federal Register Notice or Newspaper Notice



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 6/27/97

ion V - Availability of CRA Public E .

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

Instituti Locati Examination D Rating*

None

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

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

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

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

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

The above listing has been prepared as a courtesy by the Federal Reserve Bank of San Francisco, and
is not intended to replace formal notices required by statute or regulation; the Reserve Bank assumes no
responsibility for errors or omissions.



FEDERAL RESERVE BANK OF PHILADELPHIA

SECTION J - APPLICATIONS RECEIVED AND SUBJECT TO NEWSPAPER.
NOTICE ONLY

Premier Bank, Doylestown, PA to establish a branch office at 101 Floral Vale Blvd, Yardley,
PA, pursuant to Section 9 of the Federal Reserve Act.

Newspaper comment period expires: 07/13/97

NONE



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Eggemeyer Advisory SC Bancorp, Anaheim,CA, 3 San Francisco July 21, 1997
Corp., San Diego, CA, and Southern California
and Castle Creek Bank, Anaheim, CA
Capital, L.L.C., San
Diego, CA, Castle Creek
Capital Partners Fund -
I, L.P., San Diego, CA,
and Western Bancorp,
Laguna Niguel, CA.
Enterbank Holdings, City Bancorp, 3 St. Louis July 14, 1997
Inc., Clayton, MO. Springfield, MO, and THE
BANK (a
proposed de novo bank),
Springfield, MO
Estrin Associates, Estrin Associates, L.L.C. & CIBC Richmond July 15, 1997
L.L.C. and Estrin Estrin Family Limited
Family Limited Partnership T1, Bethesda,
Partnership, Bethesda, MD
MD
F & M Bancorporation, Clear Lake Bancorp, Inc., 3 Chicago July 3, 1997
Inc., Kaukauna, WI, Clear Lake, WI, and
and F & M Merger Landmark Bank, Clear
Corporation, Kaukauna, Lake, WI
WI
F & M Bancorporation, Clear Lake Bancorp, Inc., 3 Chicago July 3, 1997
Inc., Kaukauna, WI, Clear Lake, WI, and
and F & M Merger Landmark Bank, Clear
Corporation, Kaukauna, Lake, WI
Wi
CORRECTION
FBA Bancorp, Inc., Interim First Bank, S.B., 3 Chicago June 12, 1997
Chicago, IL Chicago, IL, a de
novo bank,
First Bank of the Americas,
SSB,

Chicago, IL



Applicant or notificant

Acquiree or activity

Section of law

Reserve Bank

End of comment period

Cooperative Centrale
Raiffeisen-
Boerenleenbank,
B.A.(3), Rabobank
Nederland, Utrecht, the
Netherlands
CONTINUED

Cooperative Centrale
Raiffeisen-
Boerenleenbank,
B.A.(4), Rabobank
Nederland, Utrecht, the
Netherlands
CONTINUED

CoreStates Financial
Corp., Philadelphia, PA

Corley, John William,
Q)

Monticello, IL
CONTINUED

Corley, John William,
@)

Monticelli, IL
CONTINUED

CoVest Bancshares,
Inc.,
Des Plaines, IL

Robeco Institutional Asset
Management US, Inc., and
AEA Global Advisors LLC,
in investment (b)(6), as a
general partner to and
providing administrative
services to investment
partnerships, including
placing interests in such
partnerships, CONTINUED

in acting as a commodity
pool operator, and in
providing administrative
services to open-end
investment companies

CoreStates Securities Corp.,
Philadelphia, PA,
underwriting; lending
(b)(1); investment advice
(b)(6); and management
consulting (b)(9)

First State Bancorp of
Monticello, Inc.,
Monticello, IL

State Bank of Hammond,
Hammond, IL; First State
Bank of Monticello,
Monticello, IL; First State
Bank of Bloomington,
Bloomington, IL; First State
Bank of Heyworth,
Heyworth, IL;
CONTINUED

First State Bank of Atwood,
Atwood, IL

CoVest Banc, N.A.
(formerly known as First
Federal Bank for Savings),
Des Plaines, IL

New York

New York

Philadelphia

Chicago

Chicago

Chicago

July 10, 1997

July 10, 1997

June 27, 1997

May 16, 1997

May 16, 1997

July 3, 1997


Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

Huntington Bancshares
Incorporated(2),
Columbus, OH
CONTINUED

Huntington Bancshares
Incorporated(3),
Columbus, OH
CONTINUED

Huntington Bancshares
Incorporated(4),
Columbus, OH
CONTINUED

Huntington Bancshares,
Inc.(A), Columbus, OH,
Huntington Capital
Corp.,

Columbus, OH
CONTINUED

Huntington Bancshares,
Inc.(B),

Columbus, OH
CONTINUED

FMB-Northwestern Bank, 3 and4
Boyne City, MI; FMB-State

Savings Bank, Lowell, MI;
FMB-Commercial Bank,

Greenville, MI; FMB-

Security Bank, Manistee,

MI; FMB-Community

Bank, Dowagiac, MI; FMB-

Oceana Bank, Hart, MI;

CONTINUED

FMB-Reed City Bank, Reed 3 and 4
City, MI; FMB-Maynard
Allen Bank, Portland, MI;
FMB-Old State Bank,
Fremont, MI; FMB-Arcadia
Bank, Kalamazoo, MI; and
FMB-Trust, Holland, MI
trust company activities
(b)(5); FMB-Brokerage
Services, Inc., Holland, MI
CONTINUED

customer investments 3 and4
(b)(7); and First Michigan

Life Insurance Co.,

Holland, MI insurance

agency underwriting

(bY);

underwriting & dealingtoa 4
limited extent in all types of
debt securities, including
corporate debt, sovereign

debt securities, mortgage
Tevenue bonds, mortgage-
backed and consumer-
receivable securities J.P.

Morgan & Co.

CONTINUED

The Chase Manhattan 4
Corp., Bankers Trust New

York Corp., Citicorp and
Security Pacific Corp. (75.

Fed. Res. Bull. 192 (1989)
CONTINUED

Cleveland

Cleveland

Cleveland

Cleveland

Cleveland

July 18, 1997

July 18, 1997

July 18, 1997

June 17, 1997

June 17, 1997


Applicant or notificant

Acquiree or activity Section oflaw Reserve Bank

End of comment period

Neighborhood
Bancorp(1),
San Diego, CA
CONTINUED

Neighborhood
Bancorp(2),

San Diego, CA
CONTINUED

‘New Prague
Bancshares, Inc., New
Prague, MN

New Woodson
Bancshares, Inc.,
Graham, TX

Norma McLane-Smith
Family Limited
Partnership,

Poplar Bluff, MO

Northway Financial,
Inc., Berlin, NH

Neighborhood Nat'l Bank, 3 and 4
San Diego, CA; &
Neighborhood Capital
Advisors, San Diego, CA,
community development
(b)(12); financial &
investment advisory (b)(6);
Neighborhood Housing
Development Corp., San
Diego, CA, community
development (b)(12),
CONTINUED

San Francisco

extending loand and credit 3 and 4 San Francisco
activities (b)(1) & (2), and
consumer financial

counseling (b)(6)

Community Security Bank, 3
New Prague, MN,
a de novo bank

Minneapolis

Woodson Bancshares, Inc., 3 Dallas
Woodson, TX, and

First State Bancorp, Inc.,

Carson

City, NV, and First State

Bank, Graham, TX

Midwest Bancorporation, 3 St. Louis
Inc.; Midwest Bancshares,

Inc., Poplar Bluff, MI; First

Midwest Bank of Piedmont,

Piedmont,

Mii; First Midwest Bank of

Dexter, Dexter, MI; and

Carter County State Bank,

Van Buren, MI

The Berlin City Bank, 3
Berlin, NH, and

Pemi Bancorp, Inc.,

Plymouth,

NH, and Pemigewasset

National Bank of Plymouth,
Plymouth, NH

Boston

June 23, 1997

June 23, 1997

July 7, 1997

June 27, 1997

July 3, 1997

July 17, 1997


Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Century Bancorp, MHC, Century Savings Bank, 3 Philadelphia May 1, 1997
Bridgeton, NJ; Bridgeton, NJ
and Century Bancorp,
Inc,
Bridgeton, NJ
Century South Banks, Bank Corporation of 3 Atlanta July 18, 1997
Inc., Dahlonega, GA Georgia, Macon, GA, and

First South Banks, N.A.,

Macon,

GA, and AmeriBank, N.A.,

Savannah, GA
Citizens National Josephine Bancshares, Inc., 3 Cleveland July 28, 1997
Corporation, Paintsville, Prestonburg, KY, and The
KY Bank Josephine,

Prestonburg, KY
City Bancorp, THE BANK, Springfield, 3 St. Louis July 3, 1997
Springfield, MO MO, a de novo bank
Comerzbank AG, CAM Acquisition, LLC, 4 New York May 14, 1997
Frankfurt am Main, Wilmington, DE
Germany Montgomery Asset

Mangement, L.P.,

Montgomery Services,

LLC,

all of San Francisco, CA,

securities activities (b)(7)(i)

and (iii); financial &

Investment advisory

services (b)(6);

administrative services
Commercial Bancshares The Commercial Bank of 3 Atlanta July 3, 1997
of Ozark, Inc., Ozark, Ozark,
AL Ozark, AL
Commercial Citizens State 3 St. Louis July 29, 1997
Bancshares, Inc., Bank, Hempstead, TX
Texarkana, AR
Community Bancshares, Citizens Bank, Appleton 3 Kansas City July 31, 1997

Inc., Butler, MO

City, MO



tion 10 - ilabili lic Ev: ions

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

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

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

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

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

Bank CRA Rating xamination Dat
United American Bank Outstanding 03-17-97

of Central Florida

105 West Colonial Drive

Orlando, Florida 32801
(407) 648-0546



District 11
Federal Reserve Bank of Dallas

Applications and Notifications Filed During the Week of June 23, 1997

Section I - Applications subject to newspaper notice only

Comment period
Type Application ending date

None.

* Subject to CRA.
** Comment period ending date is the date specified in the newspaper only.
N/A - Not available at this time.

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

Comment period
Type Application ending date

*Section 3(a)(1) First Marshall Bancshares, Inc., Marshall, TX, to acquire **97/07/08
First Marshall Delaware Bancshares, Inc., Dover, DE,
First Marshall Corporation, Marshall, TX, and
East Texas National Bank, Marshall, TX

*Section 3(a)(1) First Marshall Delaware Bancshares, Inc., Dover, DE, *497/07/08
to acquire First Marshall Corporation, Marshall, TX, and
East Texas National Bank, Marshall, TX

*Section 3(a)(3) Sterling Bancshares, Inc., Houston, TX, to acquire **97/07/18
First Houston Bancshares, Inc., Houston, TX, and
Houston National Bank, Houston, TX

*Section 3(a)(1) ‘TNB Bancorporation, Inc., Brenham, TX, to acquire N/A
TNB Bancorporation of Delaware, Inc., Wilmington, DE,
and Texas National Bank, Brenham, TX

*Section 3(a)(1) TNB Bancorporation of Delaware, Inc., Wilmington, DE, N/A
to acquire Texas National Bank, Brenham, TX

* Subject to CRA.
** Comment period ending date is the date specified in the newspaper only.
N/A - Not available at this time.



H.2 Page 3
June 22, 1997 to June 28, 1997

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

St. Louis

Mulberry Employee Stock Ownership Trust, Muiberry, Arkansas -- to acquire
additional shares of Acme Holding Company, Inc.
- Approved, June 26, 1997

Boston

NMBT Corp., New Milford, Connecticut -- to acquire the New Milford Trust
Company.
- Approved, June 27, 1997

Richmond

Patapsco Valley Bancshares, Inc., Ellicott City, Maryland -- to acquire Central
Maryland Services Corporation and engage in data processing activities.
- Permitted, June 27, 1997

Chicago

Pinnacle Financial Services, Inc., St. Joseph, Michigan -- to acquire by merger CB
Bancorp, Inc., Michigan City, Indiana, and Community Bank, FSB, and operate a
savings association; and acquire Community Brokerage Services, Inc., and engage in
financial and investment advisory activities, and provide securities brokerage
services and riskless principal transactions.

- Permitted, June 26, 1997

Atlanta

Republic Bancshares, Inc., St. Petersburg, Florida -- to acquire F.F.O. Financial
Group, Inc., St. Cloud, Florida, and First Federal Savings and Loan Association of
Osceola County, Kissimmee, Florida, and engage in operating a savings and loan
association.

- Permitted, June 25, 1997

Secretary
State Street Corporation, Boston, Massachusetts -- to acquire Telesphere_
Corporation, New York, New York, and engage in financial data Processing.
- Permitted, June 26, 1997

Minneapolis
Stearns Financial Services, Inc., Employee Stock Ownership Plan, St. Cloud,
Minnesota, and Stearns Financial Services, Inc. -- to acquire Arizona Community
Bank of Scottsdale, Arizona.
- Approved, June 24, 1997



RESERVE BANK APPLICATIONS BULLETIN

For week ending June 27, 1997

FEDERAL RESERVE BANK OF ST. LOUIS
SECTION V - AVAILABILITY OF CRA PUBLIC DISCLOSURES
Identification of Ratings:

Outstanding record of meeting community credit needs

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

Satisfactory record of meeting community credit needs

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

Needs to improve record of meeting community credit needs

An institution in this group needs to improve its overall record of ascertaining and helping to meet
the credit needs of its entire delineated community, including low- and moderate-income
97neighborhoods, in a manner consistent with its resources and capabilities.

Substantial noncompliance in meeting community credit needs

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

ank RSSD Name of Bank Examination | Examination
Number Bank Address Date Rating
689245 First State Bank of Jonesboro, AR 3/17/97 Outstanding
Jonesboro
657459 Lemay Bank & TrustCo. | Lemay, MO 3/10/97 Satisfactory



Federal Reserve Bank of Richmond

. . ilabili £ CRA Public Evaluations

Week ending June 27, 1997

finiti ¢ ;

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

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

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

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

RSSD Examination
Number Name _of Bank —Date__ Rating
926025 F & M Bank-Central Virginia

1425 Seminole Trial
Charlottesville, Virginia 22901-1480 3-31-97 Satisfactory



Type

Merger & Branch

Merger

Merger

Merger & Branch

Branch

Federal Reserve Bank of Chicago

Section = Applications Subj N
Notice Only cont’d

Comment Period
«age Ending D

M&I Lake Country Bank NP - 6-19-97
Hartland, Wisconsin

Oconomowoc, Wisconsin branch office of

M&I Marshall & Iisley Bank

Milwaukee, Wisconsin

and to establish a branch at

326 East Wisconsin Avenue

Oconomowoc, Wisconsin

M&I Merchants Bank NP - 6-19-97
Rhinelander, Wisconsin
Rhinelander, Wisconsin branch office of
M&I Marshall & Ilsley Bank
Milwaukee, Wisconsin

M&I First American Bank NP - 6-19-97
Wausau, Wisconsin
Wausau, Wisconsin & Rothschild, Wisconsin branch offices of
M&I Marshall & Isley Bank
Milwaukee, Wisconsin

M&I Bank of Racine NP - 6-19-97
Racine, Wisconsin

Racine, Wisconsin branch office of

M&I Marshall & Ilsley Bank

Milwaukee, Wisconsin

and to establish a branch at

468 College Avenue

Racine, Wisconsin

1st Source Bank NP - 6-23-97
South Bend, Indiana

801 West Wayne Avenue

Middlebury, Indiana



ral Re tlanta
Applicati in for Week Endin,

ection 4 - Applicati ject to
Federal Regist j -wspaper Noti

Application
AmTrade International Bank of Georgia

Atlanta, Georgia
Commiment waiver request.



RESERVE BANK APPLICATIONS BULLETIN ———— For week ending June 27,1997

SECTION VI - CRA EXAMINATIONS SCHEDULED

Examinations may have to be rescheduled during the calendar quarter in which they are designated
to begin. If an institution's examination is rescheduled for a date later than the end of the date range
reflected in a published schedule, the institution's name will be republished in an appropriate later
listing. Any comments received as a result of either the first publication or subsequent publications
will be considered during the examination.

RSSD Name City State
Number



Section VI - CRA examinations scheduled for

Quarter of

Institution Location

Footnotes



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
Leake Family Citizens Capital CIBC Atlanta July 23, 1997
Partnership, L.P., Corporation, Magee, MS,
Jackson, and
MS. Citizens State Bank, Magee,
MS
Lloyds TSB Group IAI Holdings Inc., 4 New York March 26, 1997
PLC, and Lloyds Bank Investment Advisers, Inc.,
PLC, Minneapolis, MN, trust
both of London, England __ services (b)(3); investment
advisory services (b)(4);
full-service brokerage
(b)(15); foreign exchange
execution & advisory
services, and other advisory
& administrative services
Marshall & Iisey Security Capital 3 Chicago May 5, 1997
Corporation, Corporation,
Milwaukee, WI Milwaukee, WI,
Security Bank, S.S.B.,
Milwaukee, WI
Mauldin, Leonard P., BancIndependent, Inc., CIBC Atlanta June 2, 1997
Town Creek, AL, Sheffield, AL,
Mauldin, Macke B., and Bank Independent,
Sheffield, AL, and Sheffield, AL
Mauldin, E. Fennel, Jr.,
Sheffield, AL, as the
MPEFM, II Limited
Partnership
Mayer, Morris, Madison Bancshares, Inc., CIBC Kansas City April 7, 1997
Testamentary Trust, Madison, NE,
Walkenhorst, Dale as Bank of Madison,
Trustee, Madison, NE
Madison, NE
Middleburg Bancorp, Lincoln Federal Savings 4 St. Louis July 24, 1997

Inc., Middleburg, KY

Bank, Liberty, KY in the
operation of a federal
savings bank (b)(4)


H2 Additions/Corrections
June 15, 1997 to June 21, 1997

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

BANK BRANCHES, DOMESTIC
Dallas

Texas Bank, Weatherford, Texas -- to establish a branch at 2525 Ridgmar
Boulevard, Fort Worth, Texas.
- Approved, June 20, 1997

BANK HOLDING COMPANIES

Philadelphia

Absecon Bancorp, Absecon, New Jersey -- to acquire The First National Bank of
Absecon.
- Approved, June 19, 1997

Dallas

Franklin Federal Bancorp, FSB, Austin, Texas -- deregistration under Regulation G.
- Approved, May 28, 1997

BANKS, NONMEMBER, AND MISCELLANEOUS INSTITUTIONS
Dallas

U.S. Employees Credit Union, Houston, Texas -- deregistration under Regulation G.
- Approved, May 28, 1997

COMPETITIVE FACTORS REPORTS

Philadelphia

Penncore Phantom Savings Bank, Newtown, Pennsylvania, proposed merger with
- Commonwealth State Bank -- report on competitive factors,
- Submitted, June 19, 1997



Federal Reserve Bank of Chicago
V - Avai

The following state member banks have been examined by the Federal Reserve Bank of Chicago for
compliance with the CRA. The 30-business day period the bank has to make the evaluation public has lapsed
during the week ending June 27, 1997. If you are interested in obtaining a copy of the evaluation document,
please contact the bank(s) directly.

Identification of Rati

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

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

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

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

BANK NAME/LOCATION EXAMINATION DATE RATINGS
First Bank of Berne 3/07/97 Ss
102 West Main Street
P.O. Box 369

Berne, Indiana 46711-0369
(219) 589-2151
RSSD #312244



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

Sterling Bancshares,
Inc., Houston, TX

Stockmens Financial
Corporation, Rushville,
NE

Sullivan, John C.,
Livingston, MT, and
Hornby, Mary C.,
Las Cruces, NM

Swiss Bank
Corporation, Basel,
Switzerland

The Bank of Mulberry
Employee Stock
Ownership

Trust,

Mulberry, AR

The Union Illinois 1995
Investment Limited
Partnership, Swansea,
IL

TNB Bancorporation,
Inc., Brenham, TX, and
TNB

Bancorporation of
Delaware, Inc.,
Wilmington, DE

Triangle Bancorp, Inc.,
Raleigh, NC

First Houston Bancshares,
Houston, TX, and Houston
National Bank, Houston, TX

BankWest
(a de novo bank), Castle
Rock, CO

Northeastern Wyoming
Bank Corporation,
Newcastle, WY, and
First State Bank of
Newcastle,

Newcastle, WY

Dillon, Read Holding, Inc.,
New York, NY, investment
advisory lending (b)(6);
futures commission
merchant (b)(7); brokerage
activities (b)(7);
underwriting

ACME Holding
Company, Inc.,
Mulberry, AR, and
The Bank of Mulberry,
Mulberry, AR

Union INinois Company,
Swansea, IL, and Union
Bank of Illinois, Swansea,
IL, and State Bank of
Jerseyville, Jerseyville, IL

Texas National Bank,
Brenham, TX

Bank of Mecklenburg,
Charlotte, NC

3

CIBC

Dallas

Kansas City

Kansas City

New York

St. Louis

St. Louis

Dallas

Richmond

July 21, 1997

July 25, 1997

June 17, 1997

June 27, 1997

June 23, 1997

July 7, 1997

July 29, 197

August 1, 1997



Addresses for Comments and Information Requests
Addresses for comments differ from those for information requests.

Addresses for Comments

Comments on the applications and notices may be sent to the appropriate Federal Reserve Bank or
» the Board.

Federal Reserve Bank of Boston

» Richard Walker, Community Affairs Officer, 600 Atlantic Avenue, Boston, MA
02106-2204

Federal Reserve Bank of New York
Betsy Buttrill White, Senior Vice President, 33 Liberty Street, New York, NY 10045-0001

Federal Reserve Bank of Philadelphia

Michael E. Collins, Senior Vice President, 100 North 6th Street, Philadelphia,
PA 19105-1521

Federal Reserve Bank of Cleveland
Jeffrey Hirsch, Banking Supervisor, 1455 East Sixth Street, Cleveland, OH
44101-2566

Federal Reserve Bank of Richmond
A. Linwood Gill, III, Assistant Vice President, 701 East Byrd Street, Richmond, VA 23261-4528

Federal Reserve Bank of Atlanta

Lois Berthaume, Vice President, 104 Marietta Street, N.W., Atlanta, GA
30303-2713

Federal Reserve Bank of Chicago

Philip Jackson, Applications Officer, 230 South LaSalle Street, Chicago, IL
60690-1413

Federal Reserve Bank of St. Louis
Randall C. Sumner, Vice President, 411 Locust Street, St. Louis, MO 63102-2034

Federal Reserve Bank of Minneapolis
Karen L. Grandstrand, Vice President, 250 Marquette Avenue, Minneapolis, MN 55480-2171

Federal Reserve Bank of Kansas City
D. Michael Manies, Assistant Vice President, 925 Grand Avenue, Kansas City, MO 64198-0001

Federal Reserve Bank of Dallas
Genie D. Short, Vice President, 2200 North Pearl Street, Dallas, TX 75201-2272

Federal Reserve Bank of San Francisco

+ Pat Marshall, Manager of Analytical Support, Consumer Regulation Group, 101 Market Street, San
Francisco, CA 94105-1579

Board of Governors of the Federal Reserve System
William W. Wiles, Secretary, 20th & Constitution Avenue, N.W., Washington, DC 20551-0001



Information Requests

The public portions of the applications and notices currently listed in this release are available on an
expedited basis from the appropriate Federal Reserve Bank. The public portion of the application also
may be obtained from the Board.

Federal Reserve Bank of Boston
Jonathan Fine (TEL: 617-973-3339; FAX: 617-973-3219)

Federal Reserve Bank of New York
Margaret Carmody (TEL: 212-720-7924; FAX: 212-720 -6628)

Federal Reserve Bank of Philadelphia
Rosanna Crosier (TEL: 215-574-6581; FAX: 215-574-4146)

Federal Reserve Bank of Cleveland
Jim Terlop (TEL: 216-579-2197; FAX: 216-579-2932)

Federal Reserve Bank of Richmond
Gaile Clark (TEL: 804-697-8825; FAX: 804-697-8283)

Federal Reserve Bank of Atlanta
Wayne Smith (TEL: 404-589-7265; FAX: 404-589-7342)

Federal Reserve Bank of Chicago
Frank Skweres (TEL: 312-322-4785; FAX: 312-322-5894)

Federal Reserve Bank of St. Louis
Cathie Windsor (TEL: 314-444-4638; FAX: 314-444-8740)

Federal Reserve Bank of Minneapolis
Paula Charles (TEL: 612-372-2982; FAX: 612-344-2702)

Federal Reserve Bank of Kansas City
Patty Biesemeyer (TEL: 816-881-2464; FAX: 816-881-2252)

Federal Reserve Bank of Dallas
Rob Jolley (TEL: 214-922-6071; FAX: 214-922-6302)

Federal Reserve Bank of San Francisco
Michael Johnson (TEL: 415-974-2995; FAX: 415-974-3031)

Board of Governors of the Federal Reserve System
Freedom of Information Office (TEL: 202-452-3684; FAX: 202-872-7562, and 202-872-7565)



Federal Reserve Bank of Chicago

Section I - Applications Subject to Both N

Register Notice
Comment Period
3(a)(1) FBA Bancorp Inc.* FR - 6-12-97
Chicago, Illinois NP - **
First Bank of the Americas, S.S.B.
Chicago, Illinois
3(a)(3) Central Illinois Bancorp, Inc.* FR - 6-26-97
Sidney, Illinois NP - 6-27-97
First Ozaukee Capital Corporation
Cedarburg, Wisconsin
First Ozaukee Savings Bank
Cedarburg, Wisconsin
3(a)(1) Covest Bancshares, Inc.* FR - 7-7-97
Des Plaines, Illinois NP - 6-30-97
Covest Banc, N.A.
(formerly First Federal Bank for Savings)
Des Plaines, Illinois
CoC-HC Home Financial Bancorp FR - 7-9-97
Spencer, Indiana NP - 7-14-97
by Leon A. Greenblatt, III and Chiplease, Inc.
CoC-HC South Holland Bancorp, Inc. FR - 7-10-97
South Holland, Ilinois NP - **
by Charles E. Waterman
3(a)(1) Edgar County Banc Shares, Inc.* FR - 6-30-97
Paris, Illinois NP - 7-3-97
Kansas Banc Corporation
Kansas, Illinois
Edgar County Bank and Trust Co.
Paris, Illinois
3¢a)(1) Community National Bancorporation.* FR - **
Waterloo, Iowa . NP - 7-18-97

Community National Bank (in organization)
Waterloo, Iowa



H.2 Page 5
June 22, 1997 to June 28, 1997

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

COMPETITIVE FACTORS REPORTS

New York

Astoria Federal Savings and Loan Association, Long Island City, New York,
proposed merge with the Greater New York Savings Bank, Brooklyn, New York --
Teport on competitive factors.

- Submitted, June 24, 1997

Dallas
Bank of Logansport, Logansport, Louisiana, proposed merger with Mansfield Bank

& Trust Company, Mansfield, Louisiana -- report on competitive factors
- Submitted, June 27, 1997

Chicago
Capstone Bank, National Association, Watseka, Illinois, proposed merger with

Goodland Bank, Goodland, Indiana -- report on competitive factors.
- Submitted, June 24, 1997

Minneapolis
First Bank National Association, East Grand Forks, Minnesota, proposed merger
with United States National Bank of Oregon, Portland, Oregon -- report on
competitive factors.
- Submitted, June 27, 1997

Chicago
LaSalle Bank National Association, Chicago, Illinois, proposed merger with LaSalle
Bank, Illinois, Franklin Park, and LaSalle Bank, Westmont, Westmont, Illinois --
report on competitive factors.
- Submitted, June 23, 1997

New York
New York Federal Savings Bank, New York, New York, proposed merger with

Flushing Savings Bank, Flushing, New York -- report on competitive factors.
- Submitted, June 26, 1997

Chicago
Norwest Bank Illinois, National Association, Galesburg, Illinois, proposed merger
with Farmers National Bank of Geneseo, Geneseo, Illinois -- report on competitive
factors .
- Submitted, June 23, 1997



H2 Page 4
June 22, 1997 to June 28, 1997

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

General Counsel
Thera Holding Partners, Ltd., Baytown, Texas -- determination that it is a qualified
family partnership under the Bank Holding Company Act.
- Granted, June 24, 1997

St. Louis

Village Bancshares, Inc., Springfield, Missouri -- to acquire Village Bank.
- Approved, June 26, 1997

BANK PREMISES

San Francisco

First Utah Bank, Salt Lake City, Utah -- investment in bank premises.
- Approved, June 24, 1997

BANKS, STATE MEMBER

St. Louis

BankTennessee, Memphis, Tennessee -- payment of a dividend
- Approved, June 27, 1997

Kansas City

Peoples Bank, Pratt, Kansas -- six months’ notice of intention to withdraw from
membership in the Federal Reserve System.
- Waived, June 23, 1997

CHANGE IN BANK CONTROL

Kansas City

Bedene Insurance Agency, Inc., Arma, Kansas -- change in bank control.
- Permitted, June 25, 1997

Atlanta
First Holding Company, Livingston, Tennessee -- change in bank control.
- Permitted, June 24, 1997

San Francisco

Security First Bank, Fullerton, California -- change in bank control.
- Permitted, June 26, 1997



Federal Reserve Bank of Richmond

Centura Bank, Rocky Mount, North

Carolina, to establish a commercial

lending branch facility at 4700 Six

Forks Road, Homewood Court, Raleigh,

North Carolina.* 7-19-97

Allied Irish Banks, p.l.c., Dublin,

Ireland, to establish representative

offices in Paoli, Pennsylvania, and

Rolling Hills Estates, California. Not yet available.

Licati iod End D

Notice of Change in Control filed by

Estrin Associates, L.L.Cc. and Estrin

Family Limited Partnership, Bethesda,

Maryland, with respect to GrandBanc,

Inc., Rockville, Maryland (formerly

FWB Bancorporation) . 7-15-974%*

None.



H2 Page 7
June 22, 1997 to June 28, 1997

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

MEMBERSHIP
St. Louis
BankTennessee, Memphis,Tennessee -- to become a member of the Federal Reserve
System.
- Approved, June 27, 1997
Kansas City
Five Points Bank of Grand Island, Grand Island, Nebraska -- to become a member of
the Federal Reserve System.
- Approved, June 24, 1997
Minneapolis
LaCrescent State Bank, LaCrescent, Minnesota -- to become a member of the

Federal Reserve System.
- Approved, June 27, 1997



Applications Bulletin for Week Ending June 27, 1997
Recently Approved Applications Approval Date
ECSB Holding Company, Inc. 06-25-97
Fort Walton Beach, Florida

To merge with American National Financial Corporation, Panama City, Florida, and thereby directly
acquire First National Bank Northwest Florida, Panama City, Florida, pursuant to Section 3(a)(5)
of the Bank Holding Company Act.

Republic Bancshares, Inc : 06-25-97

St. Petersburg, Florida
Notification by Republic Bancshares, Inc., St. Petersburg, Florida, to acquire F.F.O. Financial
Group, Inc., St. Cloud, Florida, and its thrift subsidiary, First Federal Savings and Loan Association
of Osceola County, Kissimmee, Florida, and thereby engage in operating a savings association,
pursuant to Section 225.28(b)(4)(ii) of Regulation Y and Section 4(c)(8) of the Bank Holding
Company Act.

First Holding Company 06-24-97

Livingston, Tennessee
After-the-factnotification filed by Mr. Ronald H. Hyder and Mr. Gary W. McNabb, as co-trustees
of the Melissa Lynn Oakley 1996 Trust, to retain 27.06 percent of the outstanding shares of First
Holding Company, Livingston, Tennessee, pursuant to the Change in Bank Control Act of 1978.



H.2 - No. 26

Board of Governors of the Federal Reserve System

Actions of the Board, its Staff, and the Federal Reserve Banks
Applications and Reports Received Week Ending June 28, 1997



Applicant or notificant

Acquiree or activity

Section of law

Reserve Bank

End of comment period

Anteilsverwaltung-
Zentralsparkasse and
Bank of Austria
Aktiengesellschaft(1),
both of Vienna, Austria
CONTINUED

Anteilsverwaltung-
Zentralsparkasse and
Bank of Austria
Aktiengesellschaft(2),
both of Vienna, Austria
CONTINUED

Anteilsverwaltung-
Zentralsparkasse and
Bank of Austria
Aktiengesellschaft(3),
both of Vienna, Austria
CONTINUED

Anteilsverwaltung-
Zentralsparkasse and
Bank of Austria
Aktiengesellschaft(4),
both of Vienna, Austria
CONTINUED

Creditanstalt-Bankverein,
Vienna, Austria, and
thereby CA Trade Finance
Services, Inc., Greenwich,
CT in export trade and lease
finance activities (b)(1) &
(2); CA Tradeco, Inc.,
Greenwich, CT in
community development
activities (b)(12);
CONTINUED

Creditanstalt-A.W.T. Trade
Finance Co., New York,
NY

in export trade finance
activities (b)(1) & (2);
Creditanstalt Corporate
Finance, Inc., Greenwich,
CT in corporate

finance and commercial
lending activities (b)(1) &
2);

CONTINUED

Creditanstalt Equipment
Leasing, Inc., Greenwich,
CT in full payment lease
financing (b)(3);
Creditanstalt International
Advisers, Inc., New York,
NY in securities brokerage,
private placement &
riskless principal activities,
CONTINUED

provides merger-
acquisition, corporate
finance & investment
advice & research (b)(6) &
(b)(7); Creditanstalt
International Asset
Management, Inc., New
York, NY providing
investment management &
economic research (b)(6);
CONTINUED

New York

New York

New York

New York

July 14, 1997

July 14, 1997

July 14, 1997

July 14, 1997



FEDERAL RESERVE BANK OF NEW YORK

Comment Period

_Ending Date
SECTION I

Applications Subject to Newspaper
Notice Only

None.

SECTION II

Applications Subject to Both
aper F ister Ni

None.

SECTION TIT

Nonbanking Applications
ject to F 1 ister Notic

None.

SECTION IV

Applications Not Involving
Public Comment

None.

SECTION V
vailability of ic juati

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

Outstanding record of meeting community credit needs.

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

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

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

Satisfactory record of meeting community credit needs.

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



FEDERAL RESERVE BANK OF BOSTON APPLICATIONS

SECTION I_- APPLICATIONS SUBJECT TO
NEWSPAPER NOTICE ONLY
app] . C Period Endi
NONE

Application Comment Period Ending Date
NONE
SECTION III - APPLICATIONS SUBJECT TO
FEDERAL REGISTER NOTICE ONLY
Application Comment Period Ending Date
NONE

appli .
NONE
SECTION V_- AVAILABILITY OF CRA PUBLIC EVALUATIONS
Institution Examination Date Rating**
NONE

SECTION VI_- APPLICATIONS BULLETIN

Effective April 21, 1997, information regarding the comment periods associated with
applications and notices submitted to the Federal Reserve Bank of Boston for
processing under section 3 and 4(c) (8) of the Bank Holding Company Act of 1956, as
amended, will be available

24 hours a day by calling the following

toll-free number 1-800-896-9480.

*Subject to CRA.
**Rating Definitions: "O" - Outstanding; "Ss" - Satisfactory; "N" - Needs to
Improve; "SN" - Substantial Noncompliance



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

Industrial Bank of
Japan, Ltd.,
Tokyo, Japan

Intra Financial
Corporation,
Clyde, KS

J&L Holdings Limited
Partnership, and
Plainview

Holding Company, both
of Pilger, NE

Johnson, Willard M., as
managing general
partner of the
WMJ/RM]J Family
Limited Partnership II,
Houston, TX

Kazi, Zubair and Khatija,
Studio City, CA;

and Abdul-Rahman,
Yahia and Magda,
Pasadena, CA

Kazi, Zubair and Khatija,
Studio City, CA;

and Yahia and Magda
Abdul-Rahman,
Pasadena, CA

Lashute, Ronald J.,
Opelousas, LA

Aubrey G. Lanston & Co.,
Inc.,

‘New York, NY, securities
activities (b)(7); data
processing {b)(14);
fiancial & investment
activities (b)(6); and
underwriting (b)(8)

Peoples Bancorp of
Belleville, Inc.,

Belleville, KS, and
Peoples Bank of Belleville,
Belleville, KS

American National
Creighton
Company, Creighton, NE

Jamestown Union
Bancshares, Inc.,
Jamestown, TN, and
Union Bank,
Jameston, TN

Greater Pacific Bancshares,
Whittier, CA;

Bank of Whittier, N.A.,
Whittier, CA

Kentucky Home Bank,
Bardstown, KY

American Bancorp, Inc.,
Opelousas, LA

and American Bank &
Trust Company,
Opelousas, LA

4

CIBC

CIBC

CIBC

New York

Kansas City

Kansas City

Atlanta

San Francisco

San Francisco

Atlanta

May 12, 1997

June 20, 1997

July 18, 1997

June 18, 1997

May 5, 1997

April 17, 1997

May 23, 1997



Federal Reserve Bank of Dallas

Section V - Publicly available CRA evaluations

Description of the CRA goal against which institutions are evaluated, the four performance levels, and the
institutions for which an evaluation is publicly available.

The CRA requires a periodic evaluation of each covered institution regarding the extent to which is has
ascertained, and helped meet, the credit needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent-with its resources and capabilities.

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

Outstanding

Satisfactory

Needs to improve
Substantial noncompliance

RSSD Examination CRA CRA
number Institution/ Location date public date rating

None.

Section VI - CRA examinations scheduled Quarter of

Institution Location

‘N/A

* The examination schedule for the fourth quarter of 1997 will be published on August 16, 1997.



Type
4(c)(8)

NONE

Federal Reserve Bank of Chicago

Section III - Applications Subj Federal Regi

Notice Onl
Comment Period
licati Ending D
First Chicago NBD Corporation FR - 6-30-97

Chicago, Illinois
First Chicago Capital Markets, Inc.
Chicago, Illinois



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
Anteilsverwaltung- Creditanstalt Municipal 4 New York July 14, 1997
Zentralsparkasse and Leasing Co., Limited
Bank of Austria Partnership,
Aktiengesellschaft(5), Greenwich, CT in full
both of Vienna, Austria payout municipal leasing
CONTINUED (63)
Area Bancshares Cardinal Bancshares, Inc., 3 and4 St. Louis July 21, 1997
Corporation(1), Lexington, KY, & The Vine
Owensboro, KY Street Trust Company,
CONTINUED Lexington, KY, and First &
Peoples Bank, Springfield,
KY, and HNB Bank
National Associaton,
Harlan, KY, and Jefferson
Banking Company,
Louisville, KY,
CONTINUED
Area Bancshares and Alliance Bank, FSB, 3 and 4 St. Louis July 21, 1997
Corporation(2), Somerset, KY, and
Owensboro, KY operation of a federal
CONTINUED savings bank (b)(4), and
Cardinal Data Services
Corporation, Lexington,
KY, and data processing
activities (b(14)
Arrendale, Thomas A., Habersham Bancorp, CIBC Atlanta June 5, 1997
IIL, Gainesville, GA, Comelia, GA, and
Bussey, Cynthia A., Habersham Bank,
Atlanta, GA, and Clarkesville, GA
Arrendale, Nelle,
Clarkesville, GA, as
partners in the
Arrendale Undiversified
Family Limited
Partnership,
Baldwin, GA
Banco Bilbao Vizcaya, BBV LatlInvest Securities 4 New York March 4, 1997
S.A., Inc.,
Bilbao, Spain New York, NY,
securities activities (b)(1),
(b)(4), (b)(15), and (b)(16)
Bank of Idaho Holding Bank of Eastern Idaho, 3 San Francisco June 9, 1997
Company, Idaho Falls, ID

Idaho Falls, ID



Federal Reserve Bank of Chicago

Section Il - Applications Subject to Both N Federal

Register Noti
Comment Period
3(a)) F&M Bancorporation* FR - 7-3-97
Kaukauna, Wisconsin NP - 7-7-97

Clear Lake Bancorp, Inc.
Clear Lake, Wisconsin
Landmark Bank

Clear Lake, Wisconsin

3(a)(5) F&M Merger Corporation* FR - 7-3-97
Kaukauna, Wisconsin NP - 7-7-97
Clear Lake Bancorp, Inc.
Clear Lake, Wisconsin
Landmark Bank
Clear Lake, Wisconsin

4(c)(8) Pinnacle Financial Services, Inc. FR - 6-19-97
St. Joseph, Michigan NP - 6-23-97
CB Bancorp, Inc.

Michigan City, Indiana

Community Bank, a Federal Savings Bank
Michigan City, Indiana

Community Brokerage Services, Inc.
Michigan City, Indiana

4(c)(8) Pinnacle Financial Services, Inc. FR - 6-19-97
St. Joseph, Michigan NP - 6-25-97
Indiana Federal Corporation
Valparaiso, Indiana
Indiana Federal Bank
Valparaiso, Indiana
IndFed Mortgage Company
Valparaiso, Indiana
IndFed Investment Services, Inc.
Valparaiso, Indiana
Forrest Holdings, Inc.
Lisle, Illinois



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Remington, Thomas J., Clatonia Bancshares, Inc., CIBC Kansas City July 18, 1997
and S. June, both of Clatonia, NE, and
Lincoln, Farmers Bank of Clatonia,
NE, and Remingrton, Clatonia, NE
Ada E., McCook,
Nebraska
Republic Bancshares, F.F.O. Financial Group, 4 Atlanta May 23, 1997
Inc., Inc.,
St. Petersburg, FL St. Cloud, FL, and First

Federal Savings and Loan

Association of Ocelola

County, Kissimmee, FL,

operating a savings

association (b)(4)(ii)
Rossenberg, Clifford R., Security First Bank, CIBC San Francisco May 27, 1997
Sunset Beach, CA Fullerton, CA
Santa Barbara Bancorp, Citizens State 3 San Francisco July 25, 1997
Santa Barbara, CA Bank of Santa Paula, Santa

Paula, CA
Security Bancshares, Intra Financial Corp., and 3 Kansas City June 20, 1997
Inc., Exchange Bank of Clyde,
Scott City, KS Clyde, KS; Farmers State

Bancshares

of Sabetha, Inc., Sabetha,

KS; Farmers

State Bank, Sabetha, KS;

Peoples Bancorp of

Belleville, Inc., and Peoples

Bank of

Belleville, Belleville, KS
Security State Security State Bank, 3 San Francisco June 9, 1997
Corporation, Centralia, WA
Centralia, WA
Simmons First National First Bank of Arkansas, 3 St. Louis June 27, 1997
Corporation, Russellville, AR, and
Pine Bluff, AR First Bank of Arkansas,

Searcy, AR
State Bank of Hawley Bankshares of Hawley, Inc., 3 Minneapolis June 27, 1997
Employee Stock Hawley, MN, and

Ownership Plan and
Trust,
Hawley, MN

State Bank of Hawley,
Hawley, MN



H2 Page 6
June 22, 1997 to June 28, 1997

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

Richmond

Peoples Bank of Elkton, Elkton, Maryland, proposed merger with PBE Interim Bank
-- report on competitive factors.
- Submitted, June 23, 1997

Chicago
Pinnacle Bank, St. Joseph, Michigan, proposed merger with Community Bank, A

Federal Savings Bank, Michigan City, Indiana -- report on competitive factors.
- Submitted, June 26, 1997

Chicago
Royal Bank, Elroy, Wisconsin, proposed purchase of the assets and assumption of
the liabilities of several branches of M&I State Bank, Stevens Point, Wisconsin --
report on competitive factors.
- Submitted, June 24, 1997

Secretary

SunTrust Bank, East Tennessee, National Association, Knoxville, Tennessee,
proposed purchase of the assets and assumption of the liabilities of five branches of
Union Planters National Bank, Memphis, and one branch of Union Planters Bank of
Lakeway Area, Morristown, Tennessee -- report on competitive factors.

- Submitted, June 23, 1997

Dallas

Woodhaven National Bank, Fort Worth, Texas, proposed merger with Norwest
Interim Bank Fort Worth, N.A., Fort Worth, Texas -- report on competitive factors
- Submitted, June 24, 1997

San Francisco

Zions First National Bank, Salt Lake City, Utah, proposed acquisition of the assets
and assumption of the liabilities of the Coalville, North Logan, and Price, Utah,
branches of Wells Fargo Bank, N.A., San Francisco, California -- report on
competitive factors.

- Submitted, June 25, 1997

Zions First National Bank, Salt Lake City, Utah, proposed acquisition of the assets
and assumption of the liabilities of the Cedar City, Logan, and St. George, Utah,
branches of Wells Fargo Bank, N.A., San Francisco, California -- report on
competitive factors.

- Submitted, June 25, 1997



licati C Period Ending D

The Peoples Bank & Trust Company 07-21-97*
Selma, Alabama
To establish a branch located at 125 Hazel Avenue, Centreville, Alabama.

Compass Bank 07-30-97*

Selma, Alabama

To establish a branch located at the insection of J. Turner Butler Boulevard and Gate Parkway,
Jacksonville, Florida.

Commercial Bank of Florida 07-18-97*

Miami, Florida

To establish a branch located at the intersection of Northwest 1 16th Way and Northwest South River
Drive, Medley, Florida.

Ready Bank of Fort Walton Holding Company, Inc. Not yet available*
Fort Walton Beach, Florida
Notice for 1 -BHC formation, Ready Bank of West Florida, Fort Walton Beach, Florida.

a> ae :
Section Applications Subject Both i Federal Register Noti
licati C Period Ending D
Pioneer Bancshares, Inc. 07-25-97*

Chattanooga, Tennessee

To acquire Pioneer, f.s.b., Chattanooga, Tennessee (in organization),and thereby engage in operating
a savings association, pursuant to Section 225.28(b)(4)(ii) of Regulation Y and Section 4(c)(8) of
the Bank Holding Company Act.

Section 3 - Applications Subject to Federal Register Onl

None.



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period

Fulton Financial The Peoples Bank of 3 Philadelphia June 23, 1997
Corporation, Elkton,
Lancaster, PA Elkton, MD
Gideon Bancshares First Midwest Bank of 3 St. Louis June 20, 1997
Company, Chaffee,
Dexter, MO Chaffee, MO
Greenblatt, Leon A., III, Home Financial Bancorp, CIBC Chicago July 9, 1997
and Chiplease, Inc., Spencer, IN, and Owen
both of Chicago, IL Community Bank, S.B.,

Spencer, IN
Greer, Elmo, Cumberland Valley CIBC Cleveland May 23, 1997
East Bernstadt, KY Financial Company,

London, KY
Harris Financial MHC, Harris Financial Inc., 3 Philadelphia March 27, 1997
Harrisburg, PA Harrisburg, PA;

Harris Savings Bank,

Harrisburg, PA.
Hibernia Corporation, Executive Bancshares, Inc., 3 Atlanta June 14, 1997
New Orleans, LA Paris, TX, and First

National Bank of Paris,
Paris, TX, and Collin
County National Bank,
McKinney, TX

Huntington Bancshares First Michigan 3 and 4 Cleveland July 18, 1997
Incorporated(1), Bancorporation, and

Columbus, OH Superior Financial Corp.,

CONTINUED Holland, MI; FMB-Sault

Bank, Saulte Ste. Marie, MI;
FMB-First Michigan Bank,
Zeeland, MI; FMB-First
Michigan

Bank, Grand Rapids, MI;
FMB-Lumberman's Bank,
Muskegon, MI;
CONTINUED



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

Patel, Susma;Patel
(Suku), Suketu
Madhusudan; Patel
(Perry), Parimal
Kantibhai; Amin, Bharat
Muljibhai, London,
England; and King,
Dennis John Lloyd,
Surrey, England;
collectively, as the Patel
Group

PBT Bancshares, Inc.,
McPherson, KS

Peoples Bancorp, Inc.,
Marietta, OH

Peoples Bank
Employee Stock
Ownership Trust,
Marion, KY

Peoples Community
Bancshares, Inc.,
Colquitt,

GA

Peoples-Marion
Bancorp, Inc.,
Marion, KY

PHS Bancorp, M.H.C.,
Beaver Falls, PA

Pioneer Bancshares,
Inc., Chattanooga, TN

First Bankshares, Inc.,
Longwood, FL, and

First National Bank of
Central Florida, Longwood,
Fl

Yoder Bankshares, Inc.,
Yoder, KS, and Farmers
State Bank,

Yoder, KS

Gateway Bancorp, Inc.,
Catlettsburg, KY, and
Catlettsburg Federal
Savings Bank, Catlettsburg,
KY operating a savings
association (b)(4)(ii)

Peoples-Marion Bancorp,
Inc.,
Marion, KY

Farmers Bank of Malone,
Malone, FL

The Peoples Bank,
Marion, KY

Peoples Home Savings
Bank,
Beaver Falls, PA

Pioneer Bank, F.S.B.,
Chattanooga, TN operating
a savings

association (b)(4)

Atlanta

Kansas City

Cleveland

St. Louis

Atlanta

St. Louis

Cleveland

Atlanta

May 30, 1997

June 6, 1997

August 1, 1997

June 12, 1997

July 14, 1997

June 12, 1997

May 1, 1997

July 25, 1997


Federal Reserve Bank of Kansas City - Week ending June 27, 1997

TION I - I
APPLICATION COMMENT PERIOD ENDING DATE
Vectra Bank, Denver, Colorado for prior approval to Not Available

establish a branch at 6025 Parkway Drive, Commerce
City, Colorado

Lincoln Bancshares, Lincoln, Missouri notice filed by July 16, 1997
Fred and Rayma Joy Wenig, Lincoln, Missouri, to

retain control of Lincoln Bancshares, Inc., Lincoln,

Missouri, and its subsidiary, The Farmers Bank of

Lincoin, Missouri.

Thomas J., and S. June Remington, both of Lincoln, July 18, 1997
Nebraska, and Ada E. Remington, McCook,

Nebraska; to acquire shares of Clatonia Bancshares,

Inc., Clatonia, Nebraska, and thereby indirectly

acquire Farmers Bank of Clatonia, Clatonia,

Nebraska.

Century Acquisition Corporation, Hurst, Texas; to July 21, 1997
become a bank holding company by acquiring 100

percent of the voting shares of Century Capital

Financial, Inc., Kilgore, Texas (Texas Corp.), and

thereby indirectly acquire Century Capital Financial,

Inc., Kilgore, Texas (Delaware Corp.), and City

National Bank, Kilgore, Texas

Davis Bancorporation, Inc., Davis, Oklahoma; to July 21, 1997
acquire 17.04 percent: First Centralia Bancshares,

Inc., Centralia, Kansas , to acquire 30.67 percent;

Morrill Bancshares, Inc., Sabetha, Kansas, acquire

34.08 percent and Onaga Bancshares, Inc., Overland

Park, Kansas, to acquire 17.04 percent, of the voting

shares of Century Acquisition Corporation, Hurst,

Texas, and thereby indirectly acquire City National

Bank, Kilgore, Texas.



First National Bank of Julesburg and South Platte
Bancorp, ESOP, Julesburg, Colorado; to acquire 1.41
percent for a total of 34.64 percent, of the voting
shares of South Platte Bancorp, Julesburg, Colorado.

First National Bank Shares, Ltd., Great Bend, Kansas;
to acquire 20 percent of the voting shares of BankWest
(a de novo bank), Castle Rock, Colorado

RCB Holding Company, Claremore, Oklahoma; to
acquire 100 percent of the voting shares of
Northeastern Oklahoma Bancshares, Inc., Inola,
Oklahoma, and thereby indirectly acquire at least 80
percent of the voting shares of Bank of Inola, Inola,
Oklahoma.

Stockmens Financial Corporation, Rushville,
Nebraska; to acquire 20 percent of the voting shares of
BankWest (a de novo bank), Castle Rock, Colorado

Community Bancshares, Denver, Colorado, for prior
approvai to directly acquire 100 percent of the voting
shares of Upper Rio Grande Bank Corporation, Del
Norte, Colorado, and indirectly, not less than 80
percent of the voting shres of Rio Grande County
Bank, Del Norte, Colorado

None.

July 21, 1997

July 25, 1997

July 25, 1997

July 25, 1997

Not Available

SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS

Identification of Ratings

In connection with the assessment of each insured depository institution's CRA performance, a

rating is assigned from the following groups:



Applicant or notificant

Acquiree or activity Section of law

Reserve Bank

End of comment period

Cox, Walter L., Sr.,
Naples, TX

Davis Bancorporation,
Inc., Davis, OK; First
Centralia Bancshares,
Inc.,

Centralia, KS; Morrill
Bancshares,

Inc., Sabetha, KS; and
Onaga

Bancshares, Inc.,
Overland Park, KS

Deposit Guaranty Corp.,
Jackson, MS

Deutsche Bank, AG
(Main)

Federal Republic of
Germany

ECSB Holding
Company, Inc.,
Fort Walton Beach, FL

Edgar County Banc
Shares, Inc.,
Paris, IL

Edison Bancshares, Fort
Myers, FL

Morris County Bankshares,
Incorporated,

Naples, TX;

Morris County National
Bank,

Naples, TX

CIBC

Century Acquisition 3
Corporation,

Hurst, TX, and City

National Bank,

Kilgore, TX

CSF Acquisition Corp., 4
Jackson,

MS; CitiSave Financial
Corporation, Baton

Rouge, LA; Citizens

Savings Association, F.A.,

Baton Rouge, LA operating

a savings association (b)(4)

Ganis Credit Corporation, 4
Newport Beach, CA,
lending (b)(1)

American National 3
Financial Corporation,

Panama City, FL and

First National Bank

Northwest Florida,

Panama City, FL

Kansas Banc Corporation, 3
Kansas, IL, and Kansas

State Bank, Kansas, IL, and
Edgar County Bank & Trust

Co., Paris, IL

Edison 3
National Bank (in

organization), Fort Myers,

FL

Dallas

Kansas City

Atlanta

‘New York

Atlanta

Chicago

Atlanta

April 30, 1997

July 21, 1997

July 3, 1997

May 12, 1997

June 27, 1997

June 30, 1997

August 1, 1997



Federal Reserve Bank of Chicago

Notice Only cont’d
Comment Period
Branch Prairie Bank & Trust Company NP - 6-20-97
Bridgeview, Illinois
Caton Farm Road and Route 59
Joliet, Illinois
Branch 1st Source Bank NP - 7-7-97
South Bend, Indiana

815-H South Centerville Road
Sturgis, Michigan

Branch First American Bank NP - 7-7-97
Carpentersville, Illinois
33 West Monroe Street
Chicago, Illinois

Branch Fifth Third Bank of Central Indiana NP - 7-1-97
Indianapolis, Indiana
3060 Valley Farms Road
Indianapolis, Indiana

Merger & Branch = UnionBank NP - **
Streator, Illinois
UnionBank/Sandwich
Sandwich, Illinois
and to establish a branch at
Route 34 and Center Street
Plano, Illinois


Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

First Midwest Bancorp,
Inc., Itasca, IL

First National Bancorp
of River Falls, Inc.,
River Falls, WI

First National
Bancshares of Gallatin,
Inc.,

Gallatin, MO

First National Bank of
Julesburg and South
Platte Bancorp, ESOP,
Julesberg, CO

First National Bank
Shares, LTD., Great
Bend,

KS

First State Bancshares of
Blakely, Inc.,
Blakely, GA

First State Bancshares,
Inc., Farmington, MO

First United Bancshares,
Inc.,
El Dorado, AR

Florida Bancshares, Inc.,
Dade City, FL

SparBank, Incorporated,
McHenry, IL, and McHenry
State Bank, McHenry, IL

The First National Bank of
River Falls,
River Falls, WI

Interim First National Bank
of Gallatin,

Gallatin, MO,

First National Bank of
Gallatin,

Gallatin, MO

South Platte Bancorp,
Julesburg, CO

BankWest (a
de novo bank), Castle Rock,
co

First State Bank of
Donalsonville,
Donalsonville, GA

Perry County Financial
Corporation, Perryville,
MO, and

Perry County Savings
Bank, FSB,

Perryville, MO operating a
savings

association (b)(4)

Fredonia Bancshares, Inc.,
Nacogdoches, TX, and
Fredonia State Bank,
Nacogdoches, TX

First National Bank of
Pasco,
Dade City, FL

Chicago

Minneapolis

Kansas City

Kansas City

Kansas City

Atlanta

St. Louis

St. Louis

Atlanta

July 21, 1997

June 26, 1997

June 27, 1997

July 21, 1997

July 25, 1997

June 20, 1997

August 1, 1997

June 30, 1997

April 21, 1997



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Pioneer Bancshares, Pioneer Bancshares, Inc., 3 Kansas City July 18, 1997
Inc., ESOP, Ponca City, Ponca City, OK, and Bank
OK & Trust, Ponca City, OK;

Bancshares of Nichols

Hills, Inc., Oklahoma City,

OK; and Bank of Nichols

Hills, Oklahoma City, OK
Plainview Holding American National 3 Kansas City June 23, 1997
Company, Creighton Co.,
Pilger, NE Creighton, NE, and

American National Bank of

Creighton,

Creighton, NE
Porter, John D., Jr., Mount Hope Bancshares, CIBC Kansas City July 15, 1997
Mount Hope, KS, and Inc., Mount Hope, KS, and
Hill, Nancy L., Burrton, First National Bank of
KS Mount Hope, Mount Hope,

KS
Proctor, Randall M., CCB Financial Corporation, CIBC San Francisco June 23, 1997
Sandy, OR Sandy, OR, and Clackamas

County Bank, Sandy, OR
Provident Bankshares First Citizens Financial 4 Richmond June 30, 1997
Corporation, Corp., Gaithersburg, MD,
Baltimore, MD and Citizens

Savings Bank, F.S.B.,

Gaithersburg, MD,

operating a saving

association (b)(4)(ii);

originating & selling

residential mortgage loans

(b)(1); and selling mortgage

life insurance (b)(11)(i)
Provident Financial Florida Gulfcoast Bancorp, 3 Cleveland July 24, 1997
Group, Inc., & FGBI Inc., Sarasota, FL, and
Acquisition Corp., both Enterprise National Bank of
of Cincinnati, OH Sarasota,

Sarasota, FL
RCB Holding Company, Northeastern Oklahoma 3 Kansas City July 25, 1997

Claremore, OK

Bancshares,Inc., Inola, OK,
and Bank of Inola, Inola,
OK



H2 Page 2
June 22, 1997 to June 28, 1997

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

Dallas
Bedford Delaware Bancshares, Inc., Dover, Delaware -- to acquire Western
American National Bank, Bedford, Texas.
- Approved, June 26, 1997

Kansas City
Binger Agency, Inc., Binger, Oklahoma -- to acquire Midstate Bancorp, Inc.,
Hinton, Oklahoma.
- Approved, June 26, 1997

New York
Dresdner Bank AG, Frankfurt, Germany -- to engage de novo through existing or
future nonbank subsidiaries in lending, leasing, trust company functions, financial
and investment advisory activities, agency transactional services for customer
investments, investment transactions as principal, and management consulting and
counseling activities.
- Permitted, June 23, 1997

Atlanta
ECSB Holding Company, Inc., Fort Walton Beach, Florida -- to merge with
American National Financial Corporation, Panama City, Florida.
- Approved, June 25, 1997

Dallas

Fannin Bancorp, Inc., Employee Stock Ownership Plan & Trust, Windom, Texas --
to acquire Fannin Bancorp, Inc., and Fannin Bank.
- Approved, June 26, 1997

St. Louis

Gideon Bancshares Company, Dexter, Missouri -- to acquire First Midwest Bank of
Chaffee, Chaffee, Missouri.
- Permitted, June 25, 1997

Kansas City

Hohl Financial, Inc., Wahoo, Nebraska -- to acquire Wahoo State Bank.
- Approved, June 25, 1997

St. Louis
Meade Bancorp, Inc., Brandenburg, Kentucky -- to acquire additional shares of

Bedford Loan and Deposit Bancorp, Inc., Bedford, Kentucky.
- Approved, June 25, 1997



H.2A

Notice of Formations and Mergers of, and Acquisitions by, Bank Holding

Companies; Change in Bank Control

Notices Filed as of July 3, 1997

The following companies and individuals seek System approval to acquire a bank holding company,
a bank, or a nonbanking company in a transaction that is subject to the Bank Holding Company Act of
1956 (12 U.S.C. 1841 et seq.), the Change in Bank Control Act (12 U.S.C.1817(j)), Regulation Y (12
CFR Part 225), or other applicable statutes and regulations. Comments regarding the applications and
notices must be received in writing at the Reserve Bank indicated, or at the Board of Governors, no
later than the end of the public comment period. Addresses for the Board and Federal Reserve Banks
are listed at the end of this release.

The public portions of the applications and notices, as well as other related filings required by the
Board, may be obtained on an expedited basis by contacting the appropriate Federal Reserve Bank;
addresses are listed at the end of this release. Applications and notices also may be obtained from the

Board.

Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

ABC Bancorp, Moultrie,
GA

Altus NBC Corporation,
Inc., Oklahoma City,
OK

AMFED Financial, Inc.,
Minneapolis, MN

Irwin Bankcorp, Inc.,
Ocilla, GA and Bank of
Ocilla, Ocilla, GA

NBC Corporation, Inc.,
Oklahoma City, OK, and
NBC Technologies, Inc.,
Oklahoma City, OK
providing data

processing services (b)(14)

Norwest Bank Nevada,
National Association, Las
Vegas, NV

Atlanta

Kansas City

Minneapolis

July 18, 1997

June 25, 1997

July 14, 1997



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 6/27/97

Section I - Applications Subject to N. Jot

licati C Period Ending I
First Utah Bank, Salt Lake City, Utah, to establish Newspaper: 7/24/07
a branch office at 1300 South State Street, Salt Lake

City, Utah. *

Santa Barbara Bank & Trust, Santa Barbara, Newspaper: 7/20/97

California, to merge with Citizens Bank of Santa
Paula, Santa Paula, California. *

Newspaper and Federal Register Notice
Eggemeyer Advisory Corp., Castle Creek Capital, L.L.C., Newspaper: Not available
Castle Creek Capital Partners Fund-I, L.P., San Diego,
California, and Western Bancorp, Laguna Niguel, California, Fed. Reg: 7/21/97
to acquire by merger SC Bancorp, Anaheim, California. *
Santa Barbara Bancorp, Santa Barbara, California, to Newspaper: 7/20/97
acquire Citizens Bank of Santa Paula, Santa Paula,
California. * Fed. Reg.: 7/21/97
None

None

* Subject to CRA.



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
United Bankshares, Inc., First Patriot Bankshares 3 Richmond June 16, 1997
Charleston, WV Corporation,

Reston, VA, and

Patriot National Bank,

Reston, VA
United Rossevelt MHC, United Rossevelt 3 New York June 23, 1997
and United Rossevelt Savings Bank,
Bancorp, Carteret, NJ
both of Carteret, NJ
Valcourt, Jeffery T., United Financial Banking CIBC Atlanta June 5, 1997
Arlington, VA Companies, Inc.,

Vienna, VA, and

The Business Bank,

Vienna, VA
Waseca Bancshares, American Savings, Inc., 4 Minneapolis June 24, 1997
Inc., Waseca, MN Farmington, MM, acquiring

an industrial loan and thrift

company (b)(4)(i)
Waterman, Charles E. South Holland Bancorp, CIBC Chicago July 10, 1997
Frankfort, IL Inc., South Holland, IL, and

South Holland Trust &

Savings Bank, South

Holland, IL
Welch, Waymon Heriot, Noshoba Bancshares, Inc., CIBC St. Louis June 23, 1997
Jr., Memphis, TN Memphis,

TN, and Nashoba Bank,

Germantown, TN
Wenig, Fred and Lincoln Bancshares, Inc., CIBC Kansas City July 16, 1997
Rayma, Lincoln, MO Lincoln,

MO, and The Farmers Bank

of

Lincoln, Lincoln, MO
Young, David E., East Ridge CIBC Atlanta July 22, 1997
Chattanooga, TN Bancshares, Inc., East

Ridge, TN, and Bank of

East Ridge, East Ridge, TN
Zions Bancorporation, Tri-State Bank, 3 San Francisco June 6, 1997
Salt Lake City, UT Montpelier, ID



FEDERAL RESERVE BANK OF PHILADELPHIA

SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS

The following institutions were examined for CRA. The 30-business day period the bank has
to make the evaluation public has lapsed during the week ending June 27, 1997.

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

Outstanding record of meeting community credit needs.

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

Satisfactory record of meeting community credit needs.

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

Needs to improve record of meeting community credit needs.

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

Substantial noncompliance in meeting community credit needs.

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

Bank/Locati Examination D CRA Rati

Community Bank & Trust 02/24/97 Outstanding
521 Main Street
Forest City, PA 18241



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
Ferguson, Roy, Tulsa, Stigler Bancorporation, Inc., CIBC Kansas City July 2, 1997
OK; Leonard, Michael Stigler, OK, and First
S., Muskogee, OK, National
directly Bank of Stigler, Stigler, OK
and indirectly; and
Jackson, Beverly Carter,
Q-TIP Trust, and
Leonard, Michael
S.,Trustee, both of
Stigler, OK
Fields, Alvin L., Honey Quadco Bancshares, Inc., CIBC Dallas June 18, 1997
Grove, TX, and Ladonia, TX, and
Wilburn, Ronald L., San Farmers and Merchants
Antonio, TX State Bank,
Ladonia, TX
Fifth Third Bancorp, Suburban Bancorporation, 4 Cleveland May 27, 1997
Cincinnati, OH Inc.,
Cincinnati, OH,
Suburban Federal Savings
Bank,
Cincinnati, OH
First Chicago NBD First Chicago Capital 4 Chicago June 30, 1997
Corporation, Chicago, IL Markets, Inc., Chicago,
IL, underwriting & dealing
intoa
limited extent, equity
securities
First Eldorado Dana Bancorp, Inc., Dana, 3 St. Louis July 10, 1997
Bancshares, Inc., IN, and First National Bank
Eldorado, of Dana, Dana, IN
IL
First Fairland Fairland Holding Company, 3 Kansas City August 1, 1997
Banshares, Inc., Inc., Neosho,
Fairland, OK MO
First Marshall First Marshall Corporation, 3 Dallas July 11, 1997
Bancshares, Inc., Marshall, TX, and
Marshall, TX, East Texas National Bank
and First Marshall of Marshall,
Delaware Bancshares, Marshall, TX

Inc., Dover, DE



Applicant or notificant

Acquiree or activity Section oflaw Reserve Bank

End of comment period

Midwest
Bancorporation, Inc.;
Midwest Bancshares,
Inc., and Affiliated
Employee

Stock Ownership Plan,
all of Poplar Bluff, MO

Moody Bancshares,
Inc., Galveston, TX, and
Moody Bank Holding
Company, Reno, NV

Moody Bancshares,
Inc., Galveston, TX, and
Moody Bank Holding
Company, Reno, NV

Moyer, George H., Jr.,
Madison, NE, and
Moyer, Jon M.,
Madison, NE.

MSB Mutual Holding
Company, and MSB
Financial

Corp., both of Wall
Township, NJ

Murfreesboro Bancorp,
Inc., Murfreesboro, TN

National City
Bancshares, Inc.,
Evansville, IN

NationsBank
Corporation, and NB
Holdings
Corporation, both of
Charlotte, NC

Midwest Bancshares, Inc., 3 St. Louis
Poplar Bluff, MO, and

First Midwest Bank of

Dexter, Dexter, MO; First

Midwest Bank of Piedmont,

Piedmont, MO; and Carter

County State Bank, Van

Buren, MO

The Bank of Galveston, 3 Dallas
N.A.,
Galveston, TX

The Moody National Bank 3 Dallas
of Galveston,
Galveston, TX

Madison Bancshares, Inc., CIBC Kansas City
Madison, NE, and The
Bank of Madison, Madison,

NE

Manasquan Savings Bank, 3 New York

Wall Township, NJ

Bank of Murfreesboro, 3 Atlanta
Murfreesboro, TN

Bridgeport Bancorp, Inc., 3 St. Louis
Bridgeport, IL, and First
National Bank of

Bridgeport, Bridgeport, IL

Citizens Bancshares of 3 Richmond
Eldon, Missouri, Inc.,

Eldon, MO, and

Citizens Bank of Eldon,

Eldon, MO

June 16, 1997

June 30, 1997

June 27, 1997

June 26, 1997

June 27, 1997

July 18, 1997

June 6, 1997

June 26, 1997



Section III - Applications subject to Federal Register notice only

Ending date of
Type Application comment period

NONE

Footnotes

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

Ending date of
Type Application comment period

NONE

Footnotes

Section V - Availability of CRA public evaluations

Description of the CRA Goal against which institutions are evaluated, the four performance levels, and the

institutions for which an evaluation is publicly available.

The CRA requires a periodic evaluation of each covered institution regarding the extent to which it has

ascertained, and helped meet, the credit needs of its entire delineated community, including low- and moderate-

income neighborhoods, in a manner consistent with its resources and capabilities.

The federal bank regulators use the following four performance levels to rate an institution’s performance under

CRA.:

Outstanding

Satisfactory

Needs to Improve
Substantial noncompliance

RSSD Examination CRA CRA
number Institution/ Location date public date rating

NONE

Footnotes



H.2
June 22, 1997 to June 28, 1997

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

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

BANK BRANCHES, DOMESTIC

Cleveland
Andover Bank, Andover, Ohio, to establish a branch at the intersection of Sandusky
Street and State Street, Conneaut, Ohio -- report on competitive factors,
- Submitted, June 27, 1997

San Francisco

Cuyamaca Bank, Santee, California -- to acquire the Pine Valley, Campo, and
Jamul, California, branches of Wells Fargo Bank, N.A., San Francisco, California.
- Withdrawn, June 26, 1997

Chicago
Fifth Third Bank of Central Indiana, Indianapolis, Indiana -- to establish a branch at
3060 Valley Farms Road.
- Approved, June 23, 1997

Kansas City

Pitkin County Bank & Trust Company, Aspen, Colorado -- to establish a branch at
16 Keams Road, Snowmass Village, Colorado.
- Approved, June 23, 1997

Chicago
Prairie Bank & Trust Company, Bridgeview, Illinois -- to establish a branch at Caton
Farm Road and Route 59, Joliet, Illinois.
- Approved, June 27, 1997

BANK HOLDING COMPANIES

Richmond
Abbeville Capital Corporation, Abbeville, South Carolina -- to acquire The Bank of

Abbeville.
- Approved, June 26, 1997

Dallas

Bedford Bancshares, Inc., Bedford, Texas -- to acquire Bedford Delaware
Bancshares, Inc., Dover, Delaware, and Western American National Bank, Bedford,
Texas.

- Approved, June 24, 1997



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section V - Availability of

CRA Public Evaluations
week ending June 27, 1997

ASSIGNMENT OF RATING
Identi ion of Ratings

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

OUTSTANDING RECORD OF MEETING COMMUNITY CREDIT NEEDS.

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

SATISFACTORY RECORD OF MEETING COMMUNITY CREDIT NEEDS.

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

NEEDS TO IMPROVE RECORD OF MEETING COMMUNITY CREDIT NEEDS.

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

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

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

BANK(S) EXAMINED DATE OF EXAMINATION CRA RATING
Security State Bank & Trust Co. March 17, 1997 Satisfactory
301 Main Street

P.O. Box 1299

Polson, MT 59860-1299



Type
Merger & Branch

Merger & Branch

Merger

Merger

Merger

Merger

Merger

Federal Reserve Bank of Chicago

Section I - ications Subi N
Notice Only
Comment Period
sagt Ending D

M&I Bank of Fox Valley NP - 6-19-97
Appleton, Wisconsin

5 branch offices of M&I Marshall & Ilsley Bank

Milwaukee, Wisconsin

and to establish 5 branches

M&I Bank Northeast NP - 6-19-97
Green Bay, Wisconsin

10 branch offices of M&I Marshall & Ilsley Bank

Milwaukee, Wisconsin

and to establish 10 branches

M&I Bank of Eagle River NP - 6-19-97
Eagle River, Wisconsin

Eagle River, Wisconsin & Three Lakes, Wisconsin branches of

M&I Marshall & Isley Bank

Milwaukee, Wisconsin

M&I Bank of Menomonee Falis NP - 6-19-97
Menomonee Falls, Wisconsin

Menomonee Falls, Wisconsin branch office of

M&I Marshall & Iisley Bank

Milwaukee, Wisconsin

M&I Bank of Shawano NP - 6-20-97
Shawano, Wisconsin

Shawano, Wisconsin branch office of

M&I Marshall & Iisley Bank

Milwaukee, Wisconsin

M&I Bank of South Central NP - 6-19-97
Watertown, Wisconsin
Watertown, Wisconsin branch office of
M&I Marshall & Ilsley Bank
Milwaukee, Wisconsin

M&I Central State Bank NP - 6-19-97
Oshkosh, Wisconsin

Oshkosh, Wisconsin branch office of

M&I Marshall & Ilsley Bank

Milwaukee, Wisconsin



H.2 - No. 26

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

BANK HOLDING COMPANIES

First Bank System, Inc., Minneapolis, Minnesota -- to acquire U.S. Bancorp,
Portland, Oregon, and its banking and nonbanking subsidiaries.
+ Approved, June 23, 1997

INTERNATIONAL OPERATIONS

KeyBank National Association, Cleveland, Ohio -- to establish Leasetec
Corporation International, Boulder, Colorado, an agreement corporation, and for
Leasetec to invest in its foreign subsidiaries and to establish foreign branches.

- Approved, June 23, 1997



Applicant or notificant

Acquiree or activity

Section of law

Reserve Bank

End of comment period

Bank of New York
Company, Inc.,
New York, NY

Bankers Trust New
York Corporation(1),
New York, NY
CONTINUED

Bankers Trust New
York Corporation(2),
New York, NY
CONTINUED

Bankers Trust New
York Corporation(3),
New York, NY
CONTINUED

Banterra Corp,
Eldorado, IL

State Street Boston
Corporation,

Boston, MA;

State Street Bank and Trust
Company,

Boston, MA

trust, securities and data
Processing activities (b)(3),

(b)(4), and (b)(7)

Alex Brown Inc.,
Baltimore, MD,
underwriting & dealing in,
to a limited extent, all types
of debt & equity securities
other than interests in open
end investment companies;
making, acquiring,
brokering & servicing loans
or other extensions of
CONTINUED

credit (b)(1); trust company
activities (b)(5); acting as
investment or financial
advisor (b)(6); securities
brokerage services (b)(7);
buying & selling securities
(b)(7); acting as agent for
the private placement of
securities (b)(7);
CONTINUED

underwriting & dealing in
obligations of the U.S.
{b)(8); providing
administrative & other
services to investment
companies.

Ist Bancorp Vienna, Inc.,
Vienna,

IL, First State Bank of
Vienna, Vienna, IL

New York

New York

New York

New York

St. Louis

March 14,1997

July 3, 1997

July 3, 1997

July 3, 1997

July 18, 1997



RESERVE BANK APPLICATIONS BULLETIN For week ending June 27, 1997

FEDERAL RESERVE BANK OF ST. LOUIS
SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE
Application End of Comment Period

None.

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

Applicati EndofC Period

* Section 4(c)(8) notification by Middleburg Bancorp,

Inc., Middleburg, Kentucky, to acquire Lincoln Financial

Bancorp, Stanton, Kentucky (erroneously reported as the

acquisition of First Southern Bancorp, Lexington, Kentucky,

during the week ending June 20, 1997). Federal Register: 7-14-97

* Section 3(a)(3) notification by Commercial

Bancshares, Inc., Texarkana, Arkansas, to acquire
Citizens State Bank, Hempstead, Texas. Newspaper: 7-25-97

OR NEWSPAPER NOTICE
Application End of Comment Period
Section 3(a)(5)(C) notification by Holly Springs
Bancshares, Inc., Holly Springs, Mississippi, to

acquire Bank of Holly Springs, Holly Springs,
Mississippi. None.

* This notification is subject to CRA.



Federal Reserve Bank of Dallas

Section III - Applications subject to Federal Register notice only

Comment period
Type Application ending date
None.
* Subject to CRA.
Section IV - Applications not subject to Federal Register or newspaper notice

Comment period
Type Application ending date

Stock Redemption Quadco Bancshares, Inc., Ladonia, TX,
Notice to repurchase 497 shares of common stock



Federal Reserve Bank of Chicago

Comment Period

Merger & Branch _Tiskilwa State Bank NP - **
Tiskilwa, Illinois

Tampico National Bank
Tampico, Illinois
First National Bank of Manlius
Manlius, IIlinois
and to establish branches at
601 S. Main Street
Princeton, Illinois
1839 N. Main Street
Princeton, Illinois

Merger & Branch Omni Bank NP - **
Macomb, Illinois
Farmers State Bank of Ferris
Ferris, Illinois
and to establish a branch at
Main Street, Ferris, Illinois

NP - Newspaper
FR - Federal Register

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



Needs to improve record of meeting community credit needs.

An institution in this group needs to improve its overall record

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

Substantial noncompliance in meeting community credit needs.

An institution in this group has a substantially deficient

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

kk i ine 28, 1997

NAME OFBANK = =—s RATING

Bank of Bermuda Outstanding
(New York) Limited

570 Lexington Avenue

New York, New York 10022

Marine Midland Bank Satisfactory
One Marine Midland Center
Buffalo, New York 14203

J/ Subject to provisions of Community Reinvestment Act.

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

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

4/ Date specified in Federal Register notice; a later date may be
specified in the newspaper notice.
N/A - Not Available

EXAMINATION DATE
December 9, 1996

November 4, 1996



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Northwest Suburban Mount Prospect 3 Chicago July 28, 1997
Bancorp., Inc. (in National Bank (in
formation), organization), Mount
Arlington Heights, IL Prospect, IL
Norwest Corporation, Revelation Mortgage 4 Minneapolis July 8, 1997
Minneapolis, MN Company of America,

Washington, D.C.

residential mortgage

lending activities (b)(1) and

(b)(2)
Norwest Corporation, Woodhaven National 3 Minneapolis July 3, 1997
Minneapolis, MN Bank, Fort Worth, TX
Norwest Corporation, AMFED Financial, Inc., 3 Minneapolis July 14, 1997
Minneapolis, MN Minneapolis, MN,

and Norwest Bank, Nevada,

N.A., Las

Vegas, NV
Norwest Corporation, Myers Bancshares, Inc., 3 Minneapolis July 3, 1997
Minneapolis, MN Dallas, TX, and Continental

State Bank, Boyd, TX
NSS Bancorp, Inc., Norwalk Savings Society, 3 New York July 21, 1997
Norwalk, CT Norwalk, CT
Patel, Susma; Patel, First Bankshares, Inc., CIBC Atlanta June 26, 1997

Suketu Madhusudan
(Suku); Patel, Parimal
Kantibhai (Perry);
Amin, Bharat Muljibhai,
London, England; and
King, Dennis John
Lloyd, Surrey, England;
collectively, as the Patel
Group

Longwood, FL, and First
National Bank of Central
Florida, Longwood, FL



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
Biggs, Daniel Biggs; First Wakeeney Agency, CIBC Kansas City July 3, 1997
Grimes, Merlin; ED&J, Inc., Wakeeney, KS, and
Inc., c/o David Marmie; Interstate Bank, Great
Carr, Ronald and Call, Bend, KS
Dennis; and Southard,
R. Joe, all of Great
Bend, KS
Bryan Family Bryan-Heritage Limited 3 Dallas July 21, 1997
Management Trust, Partnership, Bryan, TX, and
Bryan, TX, and Bryan- The First National Bank of
Heritage Limited Bryan, Bryan, TX
Partnership, Bryan, TX
Bryan, James Hugh, JBC Bancshares, Inc., CIBC Atlanta July 10, 1997
Jasper, GA Jasper, GA, and

Jasper Banking Company,

Jasper, GA
Cabot Bankshares, Inc., The Capital Bank, Cabot, 3 St. Louis July 11, 1997
Cabot, AR AR
Cabot Bankshares, Inc., The Capital Bank, Little 3 St. Louis July 11, 1997
Cabot, AR Rock, AR
CORRECTION
Central Bancompany, Farmers and Traders 3 St. Louis July 7, 1997
Inc., Jefferson City, MO Bancshares, Inc.,

California, MO, and

Farmers and Traders Bank,

California, MO
Central Illinois Bancorp, _ First Ozaukee Capital 3 Chicago June 26, 1997
Sidney, IL Corporation,

Cedarburg, WI, and

First Ozaukee Savings

Bank,

Cedarburg, WI
Century Acquisition Century Capital Financial, 3 Kansas City July 21, 1997

Corporation, Hurst, TX

Inc., Kilgore, TX,

and Century Capital
Financial, Inc.,

Kilgore, TX, and City
National Bank, Kilgore, TX


Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
Community Bancshares, Upper Rio Grande Bank Kansas City July 28, 1997
Inc., Denver, CO Corporation, Del Norte,
CO, and Rio Grande
County Bank, Del Norte,
co
Community National Community National Bank Chicago July 29, 1997
Bancorporation, (in organization),
Waterloo, IA Waterloo, IA
Cooperative Centrale Financial advisor (b)(1) & New York June 17, 1997
Raiffeisen- (2)
Boerenleenbank,
B.A., Rabobank
Nederland, Utrecht,
Netherlands; and
Smith Graham & Co.
Asset Managers L.P.,
Houston, TX
Cooperative Centrale Smith Graham & Co. Asset New York July 10, 1997
Raiffeisen- Managers L.P., Houston,
Boerenleenbank, TX, & SGR Global
B.A.(1), Rabobank Advisers, Houston, TX, &
Nederland, Utrecht, The Robeco Institutional Asset
Netherlands Management US, Inc.,
CONTINUED Houston, TX, & AEA
Global Advisors LLC, New
York, NY, & Robeco
Group, N.V., Rotterdam
CONTINUED
Cooperative Centrale Smith Graham & Co. Asset New York July 10, 1997
Raiffeisen- Managers L.P., and SGR
Boerenleenbank, Global Advisors, and
B.A.(2), Rabobank Robeco Institutional Asset
Nederland, Utrecht, The Management US, Inc., and
Netherlands AEA Global Advisors,
CONTINUED LLC, and Smith Graham &

Co. Asset Managers L.P.,
and SGR Global Advisers,
CONTINUED



District
Federal Reserve Bank of Cleveland
Applications and notifications filed during the week of 6/28/97

Section I - Applications subject to newspaper notice only

Ending date of

Type Application comment period
18C Received application from Provident Bank of Florida, WN6/97
9 Apollo Beach, FL, on June 23, 1997, to merge with

Enterprise National Bank of Sarasota, FL, and incident

thereto establish branches.
MEM Received application from Provident Bank of Florida,

Apollo Beach, FL, on June 23, 1997, to become a TWN6/97

member of the Federal Reserve System.
18C Received application from Fifth Third Bank, Cincinnati,
9 OH, on June 26, 1997, to acquire five (5) branch facilities 7/26/97

of Great Lakes National Bank Ohio, Hamilton, OH, and

incident thereto establish branches.
18C Received application from Fifth Third Bank of Columbus, .
9 Columbus, OH, on June 26, 1997, to acquire three (3) 7126/97

branch facilities of Great Lakes National Bank Ohio,
Hamilton, OH, and incident thereto establish branches.

Footnotes

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

Ending date of

Type Application comment period
3A3 Received notice from Citizens National Corp, Paintsville, TAA/97

KY, on June 26, 1997, to acquire Josephine Bancshares, Inc.,

Prestonburg, KY.
3A5 Received notice from Provident Financial Group, Cincinnati, 7/16/97

OH, on June 23, 1997, to acquire GulfCoast Bancorp, Inc.,

Sarasota, FL.

Footnotes