Federal Reserve Bank of Richmond

Licati

Crestar Bank, Vienna, Virginia, to
establish a drive-in branch facility
in the Blair Park Shopping Center,
1330 East-West Highway, Silver Spring,
Maryland.*

Community Bank of Tri-County, Waldorf,
Maryland (the proposed successor to
Tri-County Federal Savings Bank of
Waldorf), for membership in the
Federal Reserve System.*

Licati

Notice of Change in Control filed by
George H. Broadrick with respect to
First Citizens BancShares, Inc.,
Raleigh, North Carolina.

Notice of Change in Control filed by
George H. Broadrick with respect to
Fidelity BancShares (N.C.), Inc.,
Fuquay-Varina, North Carolina.

Tri-County Financial Corporation,
Waldorf, Maryland, to become a bank
holding company through the acquisition
of Community Bank of Tri-County, Waldorf,
Maryland (the proposed successor to Tri-
County Federal Savings Bank of Waldorf) .*

2-26-97

Not yet available.

2-18-97**

2-18-97%*

Not yet available.



FEDERAL RESERVE BANK OF DALLAS APPLICATIONS BULLETIN

APPLICATIONS AND NOTIFICATIONS FILED DURING THE WEEK OF JANUARY 27, 1997

-_APPLICAT. B. Tl
NOTICE ONLY

APPLICATION T. XP
None.

Il_- AP

NEWSPAPER AND FEDERAL REGISTER NOTICE ‘

APPLICATION ** NOTICE EXP
Change in Control by
Michael A. Myers, Dallas, TX,
to acquire an interest in
Myers Bancshares, Inc., Dallas, TX N/A”

*Section 3(a)(1) application by

Krum Holdings, L.L.C., Krum, TX,

to acquire Porter Holdings. Ltd..

Krum, TX, and Farmers and Merchants

State Bank, Krum, TX N/A

*Section 3(a)(1) application by

Porter Holdings, Ltd., Krum, TX,

to acquire Farmers and Merchants

State Bank, Krum, TX N/A

*Section 3(a)(1) application by

Eagle Bancshares, Inc., Fairfield, TX, to

acquire Fairfield Holdings, Inc., Fairfield,

TX, and First National Bank of Fairfield,

Fairfield, TX N/A

*Section 3(a)(1) application by

Fairfield Holdings, Inc., Fairfield, TX,

to acquire First National Bank of Fairfield,

Fairfield, TX N/A



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section I - Applications Subject to

Newspaper Notice Only
Comment Period
Application _Ending Date _
NONE.
FEDERAL RESERVE BANK OF MINNEAPOLIS
Section II - Applications Subject to Both
N 1 Registe i
Comment Period
Application ing Dat
Trimont Bancorporation, Inc., Trimont, Minnesota Not yet available

for prior approval to acquire 24% of the voting shares
of the Financial Services of Winger, Inc., Winger, Minnesota. *

Farmers State Financial Corp., Victor, Montana Not yet available
to engage de novo in operating a savings association

through the acquisition of Farmers State Bank, fsb,

Stevensville, Montana, a de novo federal savings bank.

*Subject to CRA
FEDERAL RESERVE BANK OF MINNEAPOLIS
Section III - Applications Subject
to Federal Register Notice Only
Comment Period
Application Ending Date
NONE.
FEDERAL RESERVE BANK OF MINNEAPOLIS
Section IV - Applications Not Subject to
ister it r it
Application

Community First Bankshares, Inc., Fargo, North Dakota,
to engage in general insurance agency activities through the
acquisition of the assets of Lakefield Agency, Lakefield, Minnesota.


FEDERAL RESERVE BANK OF SAN FRANCISCO
Week ending 1/31/97

von V = Availabii ic. Fvaluati

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.
Institut . Examination D Rat ing*

American West Bank 16861 Ventura Blvd. 9/30/96 Satisfactory
PO Box 20037
Encino, CA 91416-0037
(818) 501-2265

Barnes Banking Company 33 South Main 9/30/96 Satisfactory
PO Box 207
Kaysville, UT 84037-0207
(801) 544-3424

American Pacific Bank 112 Main 9/30/96 Needs to Improve
PO Box 350
Aumsville, OR 97325-0350
(503) 749-1200

*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.

i 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.



_ FEDERAL RESERVE BANK OF NEW YORK

SECTION I
Applications Subject to Newspaper
Notice Only

The Bank of New York, New York, New York, to establish two
branches in ShopRite Supermarkets located at 372 Broadway,
Hillsdale, New Jersey, and 14 Post Road, Oakland, New Jersey. 1/

National Westminster Bank Pic, London, England, to establish
an agency office in Houston, Texas.

National Westminster Bank Plc, London, England, to establish
an additional branch in New York, New York.

SECTION II

Applications Subject to Both
eral Ri i

None.

SECTION II

Nonbanking Applications
(subject to Federal Register Notice Only )

Banco Bilbao Vizcaya, S.A., Bilbao, Spain, to engage, through
BBV LatInvest Securities, Inc., New York, New York, in the
following activities: (i) underwriting and dealing, toa limited
extent, in all types of debt and equity securities, other than
ownership interests in open-end investment companies;

Gi) acting as agent in the private placement of alfeypes of
securities, including providing related advisory services;

(iii) acting as "riskless principal" in the purchase and sale

of all types of securities; (iv) providing investment and financial
advice;(v) providing securities brokerage; (vi) making, acquiring
and servicing loans; (vii) underwriting and dealing in government
obligations; (viii) el ngaging ip in swaps-related activities; and

(ix) acting as a “conduit” or "intermediary" in securities borrowing
and lending.

Creditanstalt, Vienna, Austria, to engage de novo in making equity
investments in corporations or projects designed primarily to
promote community welfare.

TIO.

Applications Not Involving
Public Comment

None.

Comment Period
indi

02/28/97

02/21/97

02/26/97

N/A

N/A



Appli ‘ Comment Period Ending Date

Hamilton Bancorp, Inc. Not yet available*
Miami, Florida

Change in control notification by Mr. Eduardo A. Masferrer to acquire an

additional 9.31 percent of the outstanding shares of Hamilton Bancorp, Inc.,

Miami, Florida. The acquisition will increase Mr. Masferrer’s total ownership to

15.20 percent.

Republic Bancshares, Inc. Not yet available*

St. Petersburg, Florida
To acquire Firstate Financial, F.A., Orlando, Florida, and thereby engage in

operating a savings association, pursuant to Section 225.25(b) (9) of Regulation
¥ and Section 4(c) (8) of the Bank Holding Company Act.

Whitney Holding Corporation Not yet available*
New Orleans, Louisiana
To merge with Merchants Bancshares, Inc., Gulfport, Mississippi, and thereby

directly acquire Merchants Bank & Trust Company, Gulfport, Mississippi, pursuant
to Section 3(a) (5) of the Bank Holding Company Act.

Whitney Holding Corporation Not yet available*

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

= i ral Re er
Li ion Comment Period Ending Date
Barnett Banks, Inc. Not yet available

Jacksonville, Florida
To acquire Oxford Resources Corp., Melville, New York, and thereby engage in
consumer finance and leasing personal or real property or acting as agent, broker
or adviser in leasing such property, pursuant to Sections 225.25(b) (1) (i) and
225.25 (b) (5) of Regulation Y and Section 4(c) (8) of the Bank Holding Company Act.

Republic Security Financial Corporation

West Palm Beach, Florida
Request for waiver of the application requirement of Section 3{a) (3) of the Bank
Holding Company Act to acauire Family Bank, Hallandale, Florida.

*Subject to provisions of the Community Reinvestment Act.



T10! -_AP| NN.

NOTICE ONLY
APPLICATION NOTICE EXP
None.
N IV - AT. T
R. NOT:
APPLICATION
None.

* SUBJECT TO CRA.
** EXPIRATION DATE IS THE DATE SPECIFIED IN THE NEWSPAPER NOTICE ONLY.

N/A - NOT AVAILABLE AT THIS TIME.



H.2

JANUARY 27, 1997 TO JANUARY 31, 1997

PAGE 5

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

BANK HOLDING COMPANIES

St. Louis

Minneapolis

Minneapolis

Chicago

Atlanta

Chicago

Chicago

Richmond

National City Bancshares, Inc., Evansville, Indiana -
- to operate a savings association through
acquisition of First Federal Savings Bank of
Leitchfield, Leitchfield, Kentucky.

Permitted, January 27, 1997.

Norwest Corporation, Minneapolis, Minnesota -- to
acquire Statewide Mortgage Company, Birmingham,
Alabama, and engage in mortgage banking.

Permitted, January 30, 1997.

Norwest Corporation, Minneapolis, Minnesota, and
Norwest Financial Services, Inc., Des Moines,
Iowa -- to acquire The United Group, Inc.,
Charlotte, North Carolina, and engage in lending
and credit-related insurance activities.

Permitted, January 31, 1997.

Qld Kent Financial Corporation, Grand Rapids,
Michigan -- to acquire Old Kent Bank, National
Association, Jonesville, Michigan.

Approved, January 30, 1997.

RBC, Inc., Demopolis, Alabama -- to acquire Robertson
Banking Company.
Approved, January 29, 1997.

River Cities Bancshares, Inc., Wisconsin Rapids,
Wisconsin -- to acquire River Cities Bank.
Approved, January 28, 1997.

Security National Corporation, Sioux City, Iowa -- to
acquire Security National Bank of South Dakota,
Dakota Dunes, South Dakota.

Approved, January 28, 1997.

Summit Financial Corporation, Greenville, South
Carolina -- to acquire certain assets of CityView
Finance Co., Inc., Columbia, and Williamsburg
Finance Co., Kingstree, South Carolina.

Permitted, January 29, 1997.



Federal Reserve Bank of St. Louis

FOR THE WEEK ENDING JANUARY 31, 1997

I- J IN:
Application End of Comment Period

*Section 3(a)(1) notification by Liberty
Bancshares, Inc., Alton, Illinois, to
acquire Liberty Bank, Alton, Illinois. 2-18-97

SECTION II - APPLICATIONS SUBJECT TO BOTH
NEWSPAPER AND FEDERAL REGISTER NOTICE
Applicati Endof C Period
* Section 3(a)(5) application by First
Commercial Corporation, Little Rock,

Arkansas, to merge with Southwest
Bancshares, Inc., Jonesboro, Arkansas. Newspaper: 2-25-97

Application End of Comment Period
None.
: ATI
OR NEWSPAPER NOTICE
Application End of Comment Period
None.

* This application/notification is subject to CRA.



None.

*Application is subject to CRA requirements.
**Expiration of comment period as specified in the Federal Register.

¢ Section IV - Application Not Subject to

Federal R oti ;

None.



Recently Approved Applications Approval Date

SunTrust Bank, Atlanta 01-30-97

Atlanta, Georgia

To establish a branch located at 2173 Hamilton Mill Parkway, Dacula, Georgia, to
be known as the Hamilton Mill Branch.

SunTrust Bank, Atlanta 01-30-97

Atlanta, Georgia
To establish a branch located at 1910 Highway 20, SE, Conyers, Georgia, to be
known as the Rockdale Square Branch.

SunTrust Bank, Atlanta 01-30-97

Atlanta, Georgia

To establish a branch located at 4422 Hugh Howell Road, Tucker, Georgia, to be
known as the Hugh Howell Branch.

SunTrust Bank, Atlanta 01-30-97

Atlanta, Georgia

To establish a branch located at 6131 S. Norcross-Tucker Road, Norcross, Georgia,
to be known as the Norcross Tucker Branch.

SunTrust Bank, Atlanta 01-30-97

Atlanta, Georgia

To establish a branch located at 2455 Cumberland Parkway, Atlanta, Georgia, to be
known as Paces Ferry Center Branch.

SunTrust Bank, Atlanta 01-30-97

Atlanta, Georgia

To establish a branch located at 1544 Piedmont Road, Atlanta, Georgia, to be known
as the Ansley Mall Branch.

SunTrust Bank, Atlanta 01-30-97

Atlanta, Georgia

To establish a branch located at 50 Barret Parkway, Marietta, Georgia, to be known
as the Town Center Prado Branch.

SunTrust Bank, Atlanta 01-30-97

Atlanta, Georgia

To establish a branch located at 6300 Powers Ferry Road, Atlanta, Georgia, to be
known as Powers Ferry Village Branch.

SunTrust Bank, Atlanta 01-30-97

Atlanta, Georgia

To establish a branch located at 4430 Wade Green Road, Kennesaw, Georgia, to be
known as Wade Green Village Branch.

SunTrust Bank, Atlanta 01-30-97

Atlanta, Georgia

To establish a branch located at 11585 Jones Bridge Road, Alpharetta, Georgia, to
be known as Addotts Village Branch.



Applicati ¢ Period Endi

AmSouth Bank of Alabama Not yet available*
Birmingham, Alabama

To merge with AmSouth Bank of Florida, Tampa, Florida, pursuant to Section 18(c)
of the Federal Deposit Insurance Act.

AmSouth Bank of Alabama Not yet available*
Birmingham, Alabama

To merge with AmSouth Bank of Tennessee, Chattanooga, Tennessee, pursuant to
Section 18(c) of the Federal Deposit Insurance Act.

AmSouth Bank of Alabama Not yet available*
Birmingham, Alabama

To merge with AmSouth Bank of Georgia, Rome, Georgia, pursuant to Section 18(c)
of the Federal Deposit Insurance Act.

AmSouth Bank of Alabama Not yet available*
Birmingham, Alabama

To merge with AmSouth Bank of Walker County, Jasper, Alabama, pursuant to Section
18(c) of the Federal Deposit Insurance Act.

Republic Security Bank Not yet available*
West Palm Beach, Florida

To merge with Family Bank, Hallandale, Florida, pursuant to Section 18(c) of the
Federal Deposit Insurance Act.

1a ; c Period Ending D
Regions Financial Corporation 02-25-97*
Birmingham, Alabama Federal Register

To merge with West Carroll Bancshares, Inc., Oak Grove, Louisiana, and thereby
directly acquire West Carroll National Bank of Oak Grove, Oak Grove, Louisiana,
pursuant to Section 3(a)(5) of the Bank Holding Company Act.

Regions Financial Corporation Not yet available*
Birmingham, Alabama

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

acquire Gulf South Bank and Trust Company, Gretna, Louisiana, pursuant to Section

3(a) (5) of the Bank Holding Company Act.

*Subject to provisions of the Community Reinvestment Act.



FEDERAL RESERVE BANK OF ST. LOUIS
FOR THE WEEK ENDING January 31, 1997

T) : J P D

ntificati in;
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.



APPLICATIONS BULLETIN
(For the week ending February 1, 1997)

SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY
NONE

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

Received Section 3(a)(3) application from F.N.B. Corporation, * Not Yet Known #
Hermitage, Pennsylvania, and Southwest Banks, Inc., Naples,

Florida, on January 24, 1997, to acquire West Coast Bancorp,

Inc., Cape Coral, Florida.

SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY
NONE

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

NONE

* - Subject to CRA

N - Newspaper Comment Period

F - Federal Register Comment Period

# - Expected to End 30 Davs from Date of Receipt



H.2

JANUARY 27, 1997 TO JANUARY 31, 1997

PAGE 10

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

EXTENSIONS

MEMBERSHIP

QF TIME
New York

Chicago

Richmond

Chicago

Saban, S.A., Panama City, Panama, and RNYC Holding
Limited, Gibraltar -- extension to April 3, 1997,
for Saban to acquire shares of Republic New York
Corporation, New York, New York and for RNYCH to
directly acquire and for Saban to indirectly
acquire shares of RNYC.

Granted, January 27, 1997.

Taylor Capital Group, Inc., Wheeling, Illinois --
extension to April 21, 1997, to acquire Cole Taylor
Bank, Chicago, Illinois, and CT Mortgage Company,
Inc., Altamonte Springs, Florida.

Granted, January 28, 1997.

F&M Bank-Allegiance, Inc., Bethesda, Maryland -- to
become a member of the Federal Reserve Systen.
Approved, January 28, 1997.

Michigan Heritage Bank, Novi, Michigan -- to become a
member of the Federal Reserve System.
Approved, January 31, 1997.



‘Type
4()(8)

4(c)(8)

ROS

ROS

Federal Reserve Bank of Chicago

i - Applicati js i
Notice Only cont’d
Comment Period
Application Ending Date
Vermilion Bancorp, Inc. FR - 2-11-97

Danville, Illinois
To engage de novo in the activity
of lending funds to the ESOP and making and servicing
loans.

Blackhawk Bancorp, Inc. FR - **
Beloit, Wisconsin

Midland Acceptance Corporation

Rochelle, Illinois

Application

La Salle Bancorp, Inc.

La Salle. Illinois
To redeem 16,472 shares of outstanding common
stock

Halbur Bancshares, Inc.

Halbur, Iowa
To redeem 1,927.5 or 50% of its outstanding common
stock



Federal Reserve Bank of Chicago

i = icati i lews ler:
i i "d
Comment
Period
Type Application Ending Date
COC-HC Antioch Holding Company FR - 2-20-97
Antioch, Illinois NP - **
By Randolph S. Miles
3(a)(1) AliKat Investments, Inc.* FR - 3-03-97
Gurnee, Illinois NP - **
NorthSide Community Bank
Gurnee, Illinois (in organization)
3(a)(3) Blackhawk Bancorp, Inc.* FR - **
Beloit, Wisconsin NP - **
Rochelle Bancorp, Inc.
Rochelle, Illinois
Rochelle Savings Bank, S.B.
Rochelle, Illinois
COC-HC Gilman Investment Company FR - 2-4-97
Montezuma, Iowa NP - 1-24-97
By Todd E. Arendt & Revocable trust agreement
of Angela D. Hulin
3(a)(1) Vanderbilt Holding Company, Inc.* FR - 1-24-97
Fairfax, Iowa NP - 3-01-97

Fairfax State Savings Bank
Fairfax, Iowa



H.2
JANUARY 27, 1997 TO JANUARY 31, 1997
PAGE 7

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

CHANGE IN BANK CONTROL

Richmond First National Bancorp, Inc., St. Marys, West
Virginia -- change in bank control.
Permitted, January 30, 1997.

COMPETITIVE FACTORS REPORTS

Chicago American Interstate Bank, Manning, Iowa, proposed
merger with American Interstate Bank, N.A.,
Paulina, Iowa, and American Interstate Bank, N.A.,
Walnut, Iowa -- report on competitive factors.
Submitted, January 31, 1997.

St. Louis Bank of Mississippi, Tupelo, Mississippi, proposed
merger with Iuka Guaranty Bank, Iuka, Mississippi ~
~- report on competitive factors.

Submitted, January 28, 1997.

Atlanta BankFirst, Knoxville, Tennessee, proposed merger with
First National Bank of Gatlinburg, Gatlinburg,
Tennessee -- -- report on competitive factors.
Submitted, January 31, 1997.

Richmond Branch Banking and Trust Company of Virginia,
Virginia Beach, Virginia, proposed merger with
Fidelity Federal Savings Bank, Richmond, Virginia -
- report on competitive factors.
Submitted, January 27, 1997.

Richmond Capital Bank, Raleigh, North Carolina, proposed
purchase of certain assets and assumption of
certain liabilities of the two Sanford, North
Carolina, branches of Triangle Bank, Raleigh, North
Carolina -- report on competitive factors.

Submitted, January 28, 1997.

Richmond Centreville National Bank of Maryland, Centreville,
Maryland, proposed merger with Kent Savings & Loan
Association, F.A., Chestertown, Maryland -- report
on competitive factors.
Submitted, January 31, 1997.

Atlanta Colonial Bank, Montgomery, Montgomery, Alabama
. proposed acquisition of the assets and assumption
of the liabilities of Union Bank, Evergreen,
Alabama -- report on competitive factors.
Submitted, January 31, 1997.



H.2
JANUARY 27, 1997 TO JANUARY 31, 1997
PAGE 6

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

BANK HOLDING COMPANIES

Atlanta The Bankshares, Inc., Jennings, Louisiana -- to
acquire The Bank.
Approved, January 30, 1997.

St. Louis Union Planters Community Bancorp, Inc., Memphis,
Tennessee -- to acquire through merger SBT
Bancshares, Inc., Selmer, Tennessee.
Approved, January 28, 1997.

St. Louis Union Planters Corporation, Memphis, Tennessee -- to
acquire SBT Bancshares, Inc., Selmer, Tennessee,
and Selmer Bank and Trust Company.

Approved, January 28, 1997.

Secretary Whitney Holding Corporation, New Orleans, Louisiana -
- to merge with First National Bankshares, Inc.,
Houma, Louisiana, and acquire First National Bank
of Houma.
Approved, January 30, 1997.

BANK MERGERS
Richmond Crestar Bank, Vienna, Virginia -- to merge with
Citizens Bank of Maryland, Laurel, Maryland, and
Citizens Bank of Washington, National Association,
Washington, D.C.
Approved, January 29, 1997.
BANKS, STATE MEMBER
Richmond First National Bancorp, Inc., St. Marys, West

Virginia -- redemption of shares.
Approved, January 30, 1997.

CAPITAL STOCK

Chicago First American Bank, Webster City, Iowa--to reduce
capital through a reverse stock split.
Approved, January 27, 1997.



AVAILABILITY OF CRA PUBLIC EVALUATIONS
(January 31, 1997)

The following state member banks have been examined by the Federal Reserve Bank of
Cleveland for compliance with The Community Reinvestment Act. A public evaluation document
became available from the bank(s) listed below during the week ended January 31, 1997. If you
are interested in obtaining a copy of an evaluation document, please contact the bank(s) directly.

There are four descriptive ratings for CRA:

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

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

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

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

The St. Henry Bank
231 East Main Street
Saint Henry, OH 43883
Rating: Satisfactory
Exam Date: 9-30-96
Disclosure: 1-28-97
RSSD#: 568126



H.2

JANUARY 27, 1997 TO JANUARY 31, 1997

PAGE 9

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

COMPETITIVE FACTORS REPORTS

Chicago

Chicago

Chicago

Chicago

EXTENSIONS OF TIME

Richmond

New York

Northern Trust Bank of Texas National Association,
Dallas, Texas, proposed merger with Brent Tree
National Bank -- report on competitive factors.

Submitted, January 31, 1997.

Old Kent Bank National Association, Jonesville,
Michigan, proposed purchase of certain assets and
assumption of certain liabilities of the Jonesville
and Hillsdale branches of Old Kent Bank, Grand
Rapids, Michigan -- report on competitive factors.

Submitted, January 30, 1997.

Pendleton Banking Company, Pendleton, Indiana,
proposed acquisition of certain assets and
assumption of certain liabilities of the Edgewood,
Indiana, branch of First Merchants Bank, National
Association, Muncie, Indiana -- report on
competitive factors.

Submitted, January 31, 1997.

TCF National Bank Illinois, Chicago, Illinois,
proposed merger with Bank of Chicago, Chicago,
Illinois -- report on competitive factors.

Submitted, January 29, 1997.

CCB Financial Corporation, Durham, North Carolina --
extension to May 1, 1997, to engage de novo in data
processing and providing management consulting to
depository institutions through CCB Services, Inc.

Granted, January 30, 1997.

Dresdner Bank AG, Frankfurt, Germany -- extension to
April 28, 1997, to engage in lending activities
through Dresdner Bridge Investors, Inc., New York,
New York.

Granted, January 29, 1997.



Federal Reserve Bank of Atlanta

mn i We

ection 10 - Availability of CRA Public Evaluations

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

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

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

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

Substantial noncompliance in meeting community credit needs: An institution has

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

Examination |
Bank . CRA Rating Date
Central State Bank Outstanding 09-30-96
Post Office Box 180
Calera, Alabama 35040
(205) 668-0711
Pointe Bank Satisfactory 10-07-96
1 West Flamingo Drive
Pembroke Pines, Florida 33207
(305) 437-2265
TransAtlantic Bank Satisfactory 10-08-96

48 East Flagler Street
Miami, Florida 33131
(305) 377-0200



wee

ANNOUNCEMENT H.2, 1997, No. 5~
Actions of the Board, its Staff, and
BOARD OF GOVERNORS the Federal’ Reserve Banks;
OF THE Applications and Reports Received
FEDERAL RESERVE SYSTEM During the Week Ending February 1, 1997

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

TESTIMONY AND STATEMENTS

Fiscal health of the United States in the Twenty-
First century -- statement by Chairman Greenspan
before the Senate Committee on Finance, January 30,
1997.

Published, January 30, 1997.

BANK HOLDING COMPANIES

Cooperatieve Centrale Raiffeisen - Boerenleenbank,
B.A., Rabobank Nederland, Utrecht, the
Netherlands -- temporary exemption to acquire the
U.S. operations of Robeco Administratie Mij., B.V.,
Rotterdam, the Netherlands, by acquiring shares of
Robecam's newly formed parent company, Robeco
Groep, N.V.

Granted, January 29, 1997.

BANKS, FOREIGN

Industrial and Commercial Bank of China, Beijing,
People's Republic of China -- to establish a
representative office in New York, New York.

Approved, January 27, 1997.

REGULATIONS AND POLICIES

Community Reinvestment Act (CRA) information,
including ratings of state member banks examined by
the Federal Reserve -- information available on the
Internet.

Announced, January 29, 1997.



FEDERAL RESERVE BANK OF BOSTON APPLICATIONS

SECTION I - APPLICATIONS SUBJECT TO
NEWSPAPER NOTICE ONLY
li . Comment Period Ending Dat
NONE

Appi . c Period Endi D
Affiliated Community Newpaper 02-14-97

Bancorp, Inc., Waltham,

Massachusetts - section Federal Register 02-18-97

3(a) (3) application to
acquire Middlesex
Bank & Trust Co. ¢in
organization), Newton,

Massachusetts*

Bank of Boston Corporation, Newspaper Not Yet Established
Boston, Massachusetts, and

BayBanks, Inc., Boston, Federal Register 02-14-97

Massachusetts - 3(a) (3)
application to acquire
BankBoston (NH), National
Association, Nashua,

New Hampshire*

NONE

NONE



H.2 ADDITIONS AND CORRECTIONS
JANUARY 27, 1997 TO JANUARY 31, 1997
PAGE 11

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

BANK HOLDING COMPANIES

Banque Nationale de Paris, Paris, France -- to retain
approximately 7.7 percent of AXA, S.A., which
indirectly owns a majority of the shares of
Donaldson, Lufkin & Jenrette, Inc., New York, New
York, a U.S. securities company.

Granted, January 21, 1997.

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

BANK HOLDING COMPANIES

Kansas City UMB Financial Corporation, Kansas City, Missouri --
to acquire UMB Bank Omaha, N.A., Omaha, Nebraska.
Approved, January 23, 1997.

COMPETITIVE FACTORS REPORTS

Kansas City BancOklahoma Trust Co., Tulsa, Oklahoma, proposed
merger with Bank of Oklahoma, N.A. -- report on
competitive factors.

Submitted, January 22, 1997.

San Francisco China Trust Bank of California, Torrance, California,
proposed merger with China Trust Bank of New York,
New York, New York -- report on competitive
factors.
Submitted, January 24, 1997.

EXTENSIONS OF TIME

Kansas City Hometown Banc Corp., Grand Island, Nebraska --
extension to May 9, 1997, to acquire Five Points
Bank.

Granted, January 21, 1997.



FEDERAL RESERVE BANK OF DALLAS APPLICATIONS BULLETIN

APPLICATIONS AND NOTIFICATIONS APPROVED DURING THE WEEK OF JANUARY 27, 1997

APPLICATION DATE

Section 9 Application by

Wellington State Bank, Wellington, TX

to establish a branch at

105 N. 5th St., Canadian, TX 79014 97/01/27

Section 3(a)(1) Application by

Coastal Bend Bancshares, Inc., Alice, TX, to acquire

Buckeye Bancshares, Inc., Dover, DE. and

First Community Bank, N.A., Alice, TX 97/01/28

Section 3(a)(1) Application by
Buckeye Bancshares, Inc., Dover, DE, to acquire
First Community Bank, N.A., Alice, TX 97/01/28



Federal Reserve Bank of Chicago

ion II - icati j wspaper 1
‘ister Notici ,
3(a)(1) Damen Financial Corporation* FR - 2-7-97
Schaumburg, Illinois NP - 2-2-97

Damen National Bank
Schaumburg, Illinois

3(a)(3) Firstbank of Illinois Co.* FR - 2-14-97
Springfield, Illinois NP - **
BanCentral Corporation
Champaign, Illinois
Central National Bank of Mattoon
Mattoon, Illinois

3(a)(1) First Equity Corp.* FR - 2-27-97
Skokie, Illinois NP - 2-23-97
Ist Equity Bank

Skokie, Illinois (in organization)



Federal Reserve Bank of Chicago

ion II - Applications j ews
Register Notice Cont’d
Comment
Period
3(ay()) County Bancorp, Inc.* FR - 1-27-97
Manitowoc, Wisconsin NP - 1-6-97
Investors Community Bank
Manitowoc, Wisconsin (in organization)
3(a)(1) The Connor Trusts* FR - 2-28-97
Marshfield, Wisconsin NP - 2-24-97
Pioneer Bancorp, Inc.
Auburndale, Wisconsin
Pioneer State Bank
Auburndale, Wisconsin
3(a)(1) Pioneer Bancorp, Inc.* FR - 2-28-97
Aburndale, Wisconsin NP - 2-24-97
Pioneer State Bank
Auburndale, Wisconsin
3(a)(Q) Brickyard Bancorp, Inc.* FR - 2-14-97
Northbrook, Illinois NP - 2-18-97
Sysco Financial, Inc.
Lincolnwood, Illinois
Brickyard Bank
Lincolnwood, Illinois
3(a)(3) First Financial Bancorporation* FR - 2-3-97
Jowa City, lowa NP - 2-1-97
West Branch Bancorp, Inc.
West Branch, Iowa
West Branch State Bank
West Branch, Iowa
| COC-HC La Salle Bancorp, Inc. FR - 2-4-97
La Salle, Illinois NP - 2-6-97

| By S.C. Investment, L.P., Gerald F. Fitzgerald, Jr.,
Julie F. Schauer, Thomas G. Fitzgerald,
Otis Road Investment, L.P.


H.2

JANUARY 27, 1997 TO JANUARY 31, 1997

PAGE 8

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

COMPETITIVE FACTORS REPORTS

Atlanta

San Francisco

Dallas

Atlanta

Dallas

Chicago

Dallas

Deposit Guaranty National Bank of Louisiana, Hammond,
Louisiana, proposed acquisition of the assets and
assumption of the liabilities of Capital Bank,
Monroe, Louisiana -- report on competitive factors.

Submitted, January 28, 1997.

First Bank & Trust, Irvine, California, proposed
acquisition of the Lakewood and Marina branches of
Highland Federal Bank, FSB, Burbank, California --
report on competitive factors.

Submitted, January 31, 1997.

First National Bank, Temple, Texas, proposed
acquisition of the assets and assumption of the
liabilities of a branch of Pacific Southwest Bank,
Corpus Christi, Texas, at 1003 East Highway 190,
Copperas Cove, Texas -- report on competitive
factors.

Submitted, January 31, 1997.

First National Bank of Oneida, Oneida, Tennessee,
proposed merger with First National Interim Bank of
Oneida -- report on competitive factors.

Submitted, January 29, 1997.

First State Bank, Yoakum, Texas, proposed acquisition
of the assets and assumption of the liabilities of
a branch of Pacific Southwest Bank, Corpus Christi,
Texas, at 112 South Main Street, Moulton, Texas --
report on competitive factors.

Submitted, January 27, 1997.

First State Bank, Webster City, Iowa, proposed merger
with Farmers Savings Bank, Vincent, Iowa -- report
on competitive factors.

Submitted, January 31, 1997.

Longview Bank and Trust Company, Longview, Texas,
proposed acquisition of the assets and assumption
of the liabilities of a branch of First Bank of
Texas, Tomball, Texas, at 102 W. Columbia Street,
San Augustine, Texas -- report on competitive
factors.

Submitted, January 27, 1997.



Federal Reserve Bank of Richmond
jon V = Availabili £ publi 1 .

Week ending January 31, 1997

fi £ ;

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.

Examination
——Date_ Rating

None.



KANSAS CITY RESERVE BANK APPLICATIONS AND REPORTS RECEIVED
During the week ending January 31, 1997

SECTION | - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY
APPLICATION COMMENT PERIOD ENDING DATE
None.

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

APPLICATION COMMENT PERIOD ENDING DATE

None.

SECTION Ill - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY
APPLICATION COMMENT PERIOD ENDING DATE

None.

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

APPLICATION
None.
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:

Outstanding record of meeting community credit needs

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



Satisfactory record of meeting community credit needs

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

capabilities.
Needs to improve record of meeting community credit needs

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

capabilities.
Substantial noncompliance in meeting community credit needs

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

capabilities.

CRA Public CRA

Bank/Location Exam Date Date Rating
The State Bank 10-28-96 01-29-97 Outstanding
P.O. Box 539

Winfield, Kansas 67156-0539

*Application is subject to CRA.



Th Bancshares, Inc.
Jennings, Louisiana
1-BHC formation, Th Bank, Jennings, Louisiana.

Whitney Holding Corporation

New Orleans, Louisiana

To merge with First National Bankshares, Inc.,
directly acquire First National Bank of Houma,
Section 3(a) (5) of the Bank Holding Company Act.

Houma,
Houma,

01-30-97

01-30-97

Louisiana,
Louisiana,

and thereby
Pursuant to



H.2

JANUARY 27, 1997 TO JANUARY 31, 1997

PAGE 4

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

BANK HOLDING COMPANIES

San Francisco
: Dallas

Dallas

Secretary

6c

Philadelphia
Chicago

Chicago

BSM Bancorp, Santa Monica, California -- to acquire
Bank of Santa Maria, Santa Maria, California.
Approved, January 29, 1997.

Buckeye Bancshares, Inc, Dover, Delaware -- to
acquire First Community Bank, N.A., Alice, Texas.
Approved, January 28, 1997.

Coastal Bend Bancshares, Inc., Alice, Texas -- to
acquire Buckeye Bancshares, Inc., Dover, Delaware,
and First Community Bank, N.A., Alice, Texas.

Approved, January 28, 1997.

Compass Bancshares, Inc., Birmingham, Alabama;
Compass Banks of Texas, Inc., Birmingham, Alabama,
and Compass Bancorporation of Texas, Inc.,
Wilmington, Delaware -- to acquire Horizon Bancorp,
Inc., Austin, Texas, and Horizon Bank & Trust,
SSB., and engage in operating a savings
association.

Approved, January 30, 1997.

First Bancshares of Valley City, Valley City, North
Dakota (Valley City Bankshares) -- request for an
exemption to permit Kenneth Kohler, Sr., to serve
as a director of First Hawley Bancshares, Hawley,
North Dakota, and its subsidiary bank while also
serving as a director of Valley City Bancshares.

Granted, January 29, 1997.

Fulton Financial Corporation, Lancaster, Pennsylvania
-- to acquire The Woodstown National Bank & Trust
Company, Woodstown, New Jersey.

Approved, January 27, 1997.

Heartland Financial USA, Inc., Dubuque, Iowa -- to
acquire Cottage Grove State Bank, Cottage Grove,
Wisconsin.

Approved, January 27, 1997.

Michigan Heritage Bancorp, Inc., Novi, Michigan -- to
acquire Michigan Heritage Bank.
Approved, January 29, 1997.



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 SAN FRANCISCO

Week ending 1/31/97
Licati r Period Ending D
U.S. Bank of Utah, Salt Lake City, Utah, to Newspaper: 2/10/97

establish branch offices at the SuperTARGET
stores, located in Orem and Riverdale, Utah. *

Section UI —Aoplications Subject to Both 1 Reai fot
U.S. Bancorp, Portland, Oregon, to acquire Newspaper: Not available

Business & Professional Bank, Woodland,
California. * Fed. Rea: 3/03/97

Section III -Applications Subject to Federal Register Only

Philippine Commercial International Bank, Fed. Rea.: Not available
Manila, Philippines, to expand the geographic

scope of its money transmitter services through

PCI Express Padala, Inc., Los Angeles, California.

Regency Bancorp, Fresno, California, to acquire Fed. Reg.: Not available
Regency Investment Advisors, Fresno, California.

Section IV - Applications Not Subject to Federal Register Notice

or Newspaper Notice

None

* Subject. to CRA.



SECTION V
vailability of Public Evaluation:

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

Outstanding record of meeting community credit needs.

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

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

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

Satisfactory record of meeting community credit needs.

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

Needs to improve record of meeting community credit needs.

An institution in this group needs to improve its overall record

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

Substantial noncompliance in meeting community credit needs.

An institution in this group has a substantially deficient

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

indi ‘ebruai

NAME OF BANK = ==—— RATING =—s EXAMINATION DATE

None.

1/ Subject to provisions of Community Reinvestment Act.

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

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

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



FEDERAL RESERVE BANK OF PHILADELPHIA

T = ILABILIT

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 January 31, 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/I . Examination D CRA Rati
NONE NONE NONE



H.2
JANUARY 27, 1997 TO JANUARY 31, 1997
PAGE 3

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

BANK BRANCHES, DOMESTIC

Atlanta SunTrust Bank, Atlanta, ‘Georgia -- to establish
branches inside Publix Supermarkets at 2698 Buford
Highway, Duluth; 7535 Highway 85, Riverdale; 2035
Mount Zion Road, Morrow; 2900 Peachtree Road, N.E.,
Atlanta; 2173 Hamilton Mill Parkway, Dacula; 4422
High Howell Road, Tucker; 2455 Cumberland Parkway,
Atlanta; 50 Barrett Parkway, Marietta; 4430 Wade
Green Road, Kennesaw; 108 Pavillion Parkway,
Fayetteville; 7899 Tara Boulevard, Jonesboro; 3316
Highway 5, Douglasville; 4403 Townlake Parkway,
Town Lake; 1910 Highway 20, S.E., Conyers; 6131
South Norcross-Tucker Road, Norcross; 1544 Piedmont
Road, Atlanta; 6300 Powers Ferry Road, Atlanta; and
115585 Jones Bridge Road, Alpharetta, all in
Georgia.

Approved, January 30, 1997.

Dallas Wellington State Bank, Wellington, Texas -- to
establish at branch at 105 North Sth Street,
Canadian, Texas.
Approved, January 27, 1997.

BANK HOLDING COMPANIES

Secretary Bank of Boston Corporation, Boston, Massachusetts;
Fleet Financial Group, Inc., Boston, Massachusetts;
The Governor and Company of the Bank of Ireland,
Dublin, Ireland; The Royal Bank of Scotland Group
plc, Edinburgh, United Kingdom; The Royal Bank of
Scotland plc, Edinburgh, United Kingdom; Citizens
Financial Group, Inc., Providence, Rhode Island;
The Bank of New York Company, Inc., New York, New
York; The Chase Manhattan Corporation, New York,
New York; Citicorp, New York, New York; HSBC
Holdings, PLC, London, England; HSBC Holdings BV,
Amsterdam, Netherlands; HSBC Americas, Inc.,
Buffalo, New York; National Westminster Bank, PLC,
both of London, England; and First Union
Corporation, Charlotte, North Carolina -- to
acquire 9.1 percent of the shares of Card Alert
Services, Inc., Arlington, Virginia, and engage in
data processing activities.

Permitted, January 31, 1997.



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section V - Availability of

CRA Public Evaluations

week ending January 31, 1997

A! INMEN’
tification 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
Central Savings Bank October 8, 1996 Satisfactory

511 Bingham Avenue, Box 339
Sault Ste. Marie, MI 49783
(906) 635-6250

First American Bank Valley October 21, 1996 Outstanding
3100 South Columbia Road

P.O. Box 13118

Grand Forks, ND 58208-3118

(701) 772-5551



i we i 2
Recently Approved Applications Approval Date
The Peoples Bank & Trust Company 01-27-97

Selma, Alabama
To establish a branch located at 3791 Highway 14, Millbrook, Alabama.

RBC, Inc. 01-29-97

Demopolis, Alabama
Notice for 1-BHC formation, Robertson Banking Company, Demopolis, Alabama.

Compass Bancshares, Inc. 01-30-97
Birmingham, Alabama
Along with Compass Banks of Texas, Inc., Birmingham, Alabama, and Compass

Bancorporation of Texas, Inc., Wilmington, Delaware, to acquire Horizon Bancorp,
Inc., Austin, Texas, and its subsidiary, Horizon Bank & Trust, SSB, Austin, Texas,
and thereby engage in operating a savings association, pursuant to Section
225.25(b) (9) of Regulation Y and Section 4(c)(8) of the Bank Holding Company Act.

SunTrust Bank, Atlanta 01-30-97

Atlanta, Georgia
To establish a branch located at 2698 Buford Highway, Duluth, Georgia, to be known

as the Duluth Station Branch.

SunTrust Bank, Atlanta 01-30-97

Atlanta, Georgia
To establish a branch located at 108 Pavillion Parkway, Fayetteville, Georgia, to

be known as the Fayette Pavillion Branch.

SunTrust Bank, Atlanta 01-30-97

Atlanta, Georgia
To establish a branch located at 7535 Highway 85, Riverdale, Georgia, to be known

as the Riverdale Crossing Branch.

SunTrust Bank, Atlanta 01-30-97

Atlanta, Georgia
To establish a branch located at 7899 Tara Boulevard, Jonesboro, Georgia, to be

known as Jonesboro Corners Branch.

SunTrust Bank, Atlanta 01-30-97

Atlanta, Georgia
To establish a branch located at 2035 Mount Zion Road, Morrow, Georgia, to be

known at the Mount Zion Branch.

SunTrust Bank, Atlanta 01-30-97

Atlanta, Georgia
To establish a branch located at 3316 Highway 5, Douglasville, Georgia, to be

known as the Cosby Station Branch.

SunTrust Bank, Atlanta 01-30-97
Atlanta, Georgia
To establish a branch located at 2900 Peachtree Road, NE, Atlanta, Georgia, to be

known as The Peach Branch.

SunTrust Bank, Atlanta 01-30-97

Atlanta, Georgia
To establish a branch located at 4403 Townlake Parkway, Townlake, Georgia, to be

known as Rose Creek Branch.



H.2
JANUARY 27, 1997 TO JANUARY 31, 1997
PAGE 2

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

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

BANK BRANCHES, DOMESTIC

Richmond Centura Bank, Rocky Mount, North Carolina -- to
establish a branch in the Hannaford Brothers Store
at 5309 Carolina Beach Road, Wilmington, North
Carolina.

Approved, January 27, 1997.

Philadelphia Dauphin Deposit Bank and Trust Company, Harrisburg,

Pennsylvania -- to establish a branch at Rossmoyne
Business Center, Ritter Road, Mechanicsburg,
Pennsylvania.

Approved, January 30, 1997.

Philadelphia First Republic Bank, Philadelphia, Pennsylvania -- to
establish a branch at 1408 Old York Road, Abington,
Pennsylvania.
Approved, January 27, 1997.

Philadelphia First Republic Bank, Philadelphia, Pennsylvania -- to
establish a branch at Germantown Pike and Swede
Road, East Norriton Township, Pennsylvania.
Approved, January 27, 1997.

Atlanta Peoples Bank & Trust Company, Selma, Alabama -- to
establish a branch at 3791 Highway 14, Millbrook
Alabama.

Approved, January 27,: 1997.



Federal Reserve Bank of Chicago

lity of ic Ev:

tion V - Avail

The following state member banks have been examined by the Federal Reserve Bank of Chicago for complianc:
with the CRA. The 30-business day period the bank has to make the evaluation public has lapsed during the
week ending January 31, 1997. If you are interested in obtaining a copy of the evaluation document, please

contact the bank(s) directly.

NI -

SN -

ion ati

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.

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, ina
manner consistent with its resources and capabilities.

An institution in this group has a needs to improve its overall record of ascertainingand 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.

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 capabilies.

BANK NAME/LOCATION = =— EXAMINATIONDATE ~—_—srRATINGS

F&M Bank-Lancaster

302 South Madison Street

Lancaster, Wisconsin 53813-1640

(608) 723-2191 9/30/96 oO

First State Bank of Bourbon, Indiana

101 West Center

P.O. Box 4

Bourbon, Indiana 46504-0004

(219) 342-2415 9/30/96 NY

West Chester Savings Bank

1060 West Monroe Street

P.O. Box 517

Washington, lowa 52353-0517

(319) 653-2265 10/07/96 Ss



V_- AVA F VAL
FOR THE WEEK OF JANUARY 27, 1997

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 need 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.

Date of
Bank Examination RA Rati

None.


Federal Reserve Bank of Chicago

Section I - lications Subj N
Notice Only
Comment
Period

Type Application Ending Date

Branch Royal American Bank NP - 1-31-97
Inverness, Illinois
One Tiffany Pointe
Bloomingdale, Illinois

Merger & Branch La Salle State Bank NP - 2-3-97
La Salle, Illinois
Community Bank of Utica
Utica, Illinois
100 Mill Street
Utica, Illinois

Branch 1St Source Bank NP - 2-10-97
South Bend, Indiana
2900 South State Street
St. Joseph, Michigan

NP - Newspaper
FR - Federal Register
* - Subject to Provisions of Community Reinvestment Act

¥* _ Not available at this time



SECTION V_- AVAILABILITY OF CRA PUBLIC EVALUATIONS

Institution Examination Date Rating**
NONE

‘Subject to CRA.

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



FEDERAL RESERVE BANK OF PHILADELPHIA

Keystone Financial Inc., Harrisburg, PA to acquire 100 percent of Financial Trust Corp,
Carlisle,
PA, pursuant to Section 3(a)(5) of the Bank Holding Company Act.

Newspaper comment period expires: 3/02/97
Federal Register comment period expires: N/Avail
- AP! T
REGISTER NOTICE ONLY
NONE
: D T

REGISTER NOTICE OR NEWSPAPER

Sun Bancorp, Inc., Selinsgrove, PA for a waiver of the Application Requirement related to its
acquisition of F.N.B. Corporation, Hemitage, PA and its wholly-owned subsidiary, Bucktail
Bank and Trust Company, Emporium, PA, pursuant to Section 3 of the Bank Holding
Company Act.