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 December 13, 1996.

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

Outstanding record of meeting community credit needs.

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

Satisfactory record of meeting community credit needs.

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

Needs to improve record of meeting community credit needs.

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

Substantial noncompliance in meeting community credit needs.

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

Bank/Location Examination Date CRA Rating

NONE NONE NONE



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section V - Availability of
CRA Public Evaluations
week ending December 13, 1996

ASSIGNMENT OF RATING

Identification of Ratings

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

OUTSTANDING RECORD OF MEETING COMMUNITY CREDIT NEEDS.

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

SATISFACTORY RECORD OF MEETING COMMUNITY CREDIT NEEDS.

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

NEEDS TO IMPROVE RECORD OF MEETING COMMUNITY CREDIT NEEDS.

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

SUBSTANTIAL NONCOMPLIANCE IN MEETING COMMUNITY CREDIT NEEDS.

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

BANK(S) EXAMINED DATE OF EXAMINATION = CRA RATIN
Grand Marais State Bank August 20, 1996 Satisfactory
P.O. Box 100

Grand Marais, MN 55604-0100
(218) 387-1658



Federal Reserve Bank of Chicago

ion V _- ilabilit ic Evaluati

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 December 13, 1996. If you are interested in obtaining a copy of the evaluation
document, please contact the bank(s) directly.

nti

O-

NI -

SN -

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, in a manner consistent with its resources and

capabilities.

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.

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
EXAMINATION DATE RATING

The Bank of Illinois in Normal
102 West College Avenue
P.O. Box 389

Normal, Illinois 61761-0389
(309) 452-1186

8/07/96

Community Bank of Elmhurst
330 West Butterfield Road
Elmhurst, Illinois 60126
(630) 782-1234

8/19/9 Ss



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

None.



Application

FEDERAL RESERVE BANK OF BOSTON APPLICATIONS
SECTION I - APPLICATIONS SUBJECT TO
NEWSPAPER NOTICE ONLY
Comment Period Ending Date

NONE

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

Application Comment Period Ending Date
NONE
SECTION III - APPLICATIONS SUBJECT TO
FEDERAL REGISTER NOTICE ONLY
Application Comment Period Ending Date
Bank of Boston Corporation, Federal Register 01-03-97

Boston, Massachusetts; The
Bank of New York Company,
Inc., New York, New York;

The Chase Manhattan
Corporation, New York,

New York; Citicorp,

New York, New York; First
Union Corporation, Charlotte,
North Carolina; 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,
Scotland; The Royal Bank of
Scotland plc, Edinburgh,
Scotland; Citizens Financial

Group, Inc.,

Providence,

Rhode Island; HSBC Holding
plc; London, England; HSBC
Holdings BV, Amsterdam,
Netherlands; HSBC Americas,
Inc., Buffalo, New York

- 4(C)(8) notification to
acquire an interest in Card
Alert Services, Inc.,
Arlington, Virginia and
thereby engage in data
processing activities

*Subject to CRA.



None.

*Application is subject to CRA requirements.
2-(1)

Federal Reserve Bank of Richmond

Section IV - Application Not Subject to
Federal Reai loti New: .

None.


Federal Reserve Bank of Kansas City

SECTION J - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY
APPLICATION COMMENT PERIOD ENDING DATE

None.

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

APPLICATION COMMENT PERIOD ENDING DATE

William R. Hagman, Jr., Pittsburg, Kansas, for approval December 27, 1996
to retain a total of 54.2 percent, and Subtrust E of the

William R. Hagman Trust, Pittsburg, Kansas, to retain a

total of 32.9 percent, of the voting shares of First State

Bancorp, Inc., Pittsburg, Kansas.

Gertrude Myers, Alva, Oklahoma, for approval to December 27, 1996
acquire an additional .93 percent, for a total of 25.90

percent of the voting shares of Hopeton BancShares,

Inc., Hopeton, Oklahoma.

Mid-America Bankshares, Inc., Baldwin City, Kansas, January 11, 1997
for prior approval to become a bank holding company

through the acquisition of 100 percent of the voting

shares of State Bank of Esbon, Esbon, Kansas.*

: T ISTER N

APP’ IN COMMENT PERIOD ENDING DATE

None.

1 - L

None.



H.2

DECEMBER 9, 1996 TO DECEMBER 13, 1996

PAGE 5

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

BANK HOLDING COMPANIES

Minneapolis

Kansas City

Dallas

Atlanta

Cleveland

Chicago

Dallas

Richmond

Dallas

Bluestem Bank Holding Company, L.L.C., Sioux Falls,
South Dakota -- to acquire Thomson Holdings, Inc.,
Centerville, South Dakota, and First Midwest Bank.

Approved, December 12, 1996.

BOK Financial Corporation, Tulsa, Oklahoma -- to
acquire Park Cities Bancshares, Inc., Dallas,
Texas.

Approved, December 9, 1996.

CNB, Inc., Wilmington, Delaware -- request for waiver
of application to acquire Central National Bank,
Waco, Texas.

Granted, December 12, 1996.

Colonial BancGroup, Inc., Montgomery, Alabama -- to
merge with Jefferson Bancorp, Inc., Miami Beach,
Florida, and acquire Jefferson Bank of Florida.

Approved, December 13, 1996.

Communibane Corp., Napoleon, Ohio -- to acquire The
Henry County Bank.
Permitted, December 12, 1996.

FBOP Corporation, Oak Park, Illinois -- to acquire
SDNE Financial Corp., San Diego, California, and
San Diego National Bank.

Approved, December 10, 1996.

FBT, Inc., Wilmington, Delaware -- request for waiver
of application to acquire Fidelity Bank of Texas,
Waco, Texas.

Granted, December 11, 1996.

First Citizens BancShares, Inc., Raleigh, North
Carolina -- to acquire Atlantic States Bank,
Raleigh, North Carolina.

Approved, December 9, 1996.

FNB Company, Livingston, Texas -- to acquire FNB
Company of Delaware, Wilmington, Delaware, and The
First National Bank of Livingston, Livingston,
Texas.

Approved, December 13, 1996.



Type
4(c)(8)

4(c)(8)

4(c)(8)

Federal Reserve Bank of Chicago

ion I - Applications Subj Federal Revi
Notice Only cont’d

oe

AmeriMark Financial Corporation
Oak Brook, Illinois

Banill Corporation

Villa Park, Illinois

Heartland Financial USA, Inc.
Dubuque, Iowa
Tri-State Community Credit Corp.
Dubuque, Iowa

Bando McGlocklin Capital Corporation

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

Comment Period

Ending Date

FR - 12-20-96

FR - 12-13-96

FR - 12-27-96



APPLICATIONS BULLETIN
(For the week ending December 14, 1996)

SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY

NONE

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

NONE

SECTION II - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY

NONE

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

Application submitted by Banc One Corporation, Columbus, OH on behalf of Bank One, Arizona,
N.A.; Bank One, Colorado, N.A; Bank One, Louisiana, N.A.; Bank One, Oklahoma City, N.A.; and
Bank One, Utah, N.A., to establish branches in Georgetown, Grand Cayman, Cayman Islands,
British West Indies, pursuant to Section 211.3(a)(1) of Regulation K.

* ~ Subject to CRA

N - Newspaper Comment Period

F - Federal Register Comment Period

# - Expected to End 30 Days from Date of Receipt



Li Period Endi

Compass Bank Not yet available*
Jacksonville, Florida

To establish a branch located at 14373 Beach Boulevard, Jacksonville, Florida, to
be known as the San Pablo Branch.

secti . Licati .
Newspaper and Federal Register Notice

Application i di

Alabama National BanCorporation Not yet available*
Birmingham, Alabama

Change in control notice by Mr. James Ransom McWane individually and as trustee

of the McWane Trust to acquire an additional 4.73 percent of tne outstanding

shares of Alabama National BanCorporation, Birmingham, Alabama. Total ownership

will equal 29.38 percent.

ioy = i uu)
Application Comment Period Ending Date
Regions Financial Corporation 01-03-97

Birmingham, Alabama
To acquire Florida First Bancorp, Inc., Panama City, Florida, and its subsidiary,
Florida FirstBank, Panama City, Florida, 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.

. . 1 . lot_Subi
Federal Real oti "

None.

*Subject to provisions of the Community Reinvestment Act.



Federal Reserve Bank of Richmond

Licati : Period Ending p

New Windsor Bancorp, Inc., New Windsor,

Maryland, to become a bank holding

company through the acquisition of

100% of the voting shares of The New

Windsor State Bank, New Windsor, Maryland.* 12-17-96

The First Bank and Trust Company, Lebanon,
Virginia, to establish a branch at 970
East Main Street, Lebanon, Virginia.* 12-30-96

F & M Bank-Northern Virginia, Fairfax,
Virginia, to establish a branch at 7900
Sudley Road, Manassas, Virginia.* 1-6-97

Farmers Bank of Maryland, Annapolis,
Maryland, to merge with First Virginia
Bank-Central Maryland, Bel Air, Maryland.* 1-10-97

Crestar Bank, Vienna, Virginia, to merge
with Citizens Bank of Maryland, Laurel,
Maryland, and Citizens Bank of Washington,

National Association, Washington, D. C.* 1-12-97
ior . 1 .
Newspaper and Federal Register Notice
Licati Period Ending D

Carolina First Corporation, Greenville,
South Carolina, to acquire shares of
Internet Organizing Group, Inc., Roswell,
Georgia, and thereby indirectly acquire
Premier Savings Bank, F.S.B, Marietta,

Georgia. Not yet available.



Federal Reserve Bank of Chicago

ect - ications Not Subject to Federal Regi: rT aper Notic

Type Application

ROS HPK Financial Corporation
Chicago, Illinois
to redeem 46,923 shares of stock



FEDERAL RESERVE BANK OF PHILADELPHIA

SECTION I - APPLICATIONS RECEIVED AND SUBJECT TO NEWSPAPER
aR AION RECEIVED AND SUBJECT TO NEWSPAPER
NOTICE ONLY

Orrstown Bank, Orrstown, PA to establish a branch office located at 22 South Hanover Street,
Borough of Carlisle, Cumberland, County, PA, pursuant to Section 9 of the Federal Reserve
Act.

Newspaper comment period expires: 12/30/96

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

Susquehanna Bancshares, Inc., Lititz, PA to acquire Atcorp, Inc., Marlton, NJ and its wholly-
owned subsidiary, Equity National Bank, Atco, NJ and to acquire Farmers Banc Corp, Millica
Hill, NJ and its wholly-owned subsidiary Farmers National Bank, Mullica Hill, NJ,
pursuant to Section 3(a)(3) of the Bank Holding Company Act.

Newspaper comment period expires: 01/04/97
Federal Register comment period expires: 12/23/96

Commerce Bancorp, Inc., Cherry Hill, NJ to acquire 100 percent of Independence Bancorp,
Inc., Ramsey, NJ, pursuant to Section 3(a)(5)* of the Bank Holding Company Act.

Newspaper comment period expires: 11/20/96
Federal Register comment period expires: 12/31/96

*The 12/9/96 Bulletin section was incorrect.

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

NONE

SECTION IV - APPLICATIONS RECEIVED AND NOT SUBJECT TO FEDERAL

REGISTER NOTICE OR NEWSPAPER

*Fulton Financial Corporation, Lancaster, PA to invest a total of $3.4 million in two
community development projects pursuant to Section 4(c)(8) of the Bank Holding Company
Act and Section 225.(b)(6) of Regulation Y.

*Subject to the twelve-day processing schedule under the revised Regulation Y.



H.2

DECEMBER 9, 1996 TO DECEMBER 13, 1996

PAGE 10

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

COMPETITIVE FACTORS REPORTS

San Francisco

Chicago

Minneapolis

Chicago

Minneapolis

Minneapolis

Atlanta

Heritage Oaks Bank, Paso Robles, California, proposed
acquisition of the assets and assumption of the
liabilities of the Cambria branch of Wells Fargo
Bank, N.A., San Francisco, California -- report on
competitive factors.

Submitted, December 10, 1996.

Lakeland Community Bank, Round Lake Heights,
Illinois, proposed merger with Republic Bank of
Lakeland, Round Lake Heights -- report on
competitive factors,

Submitted, December 13, 1996.

Minnesota Valley Bank, Redwood Falls, Minnesota,
proposed merger with Belview State Bank, Belview,
Minnesota -- report on competitive factors.

Submitted, December 13, 1996.

National Bank of Petersburg, Petersburg, Illinois,
proposed purchase of certain assets and assumption
of certain liabilities of the Petersburg branch of
First of America Bank-Illinois, National
Association, Bannockburn, Illinois -- report on
competitive factors.

Submitted, December 10, 1996.

New Farmers & Merchants Bank of Clarkfield,
Minnesota, proposed merger with Farmers & Merchants
State Bank of Clarkfield, Inc. -- report on
competitive factors.

Submitted, December 11, 1996.

Norwest Bank Minnesota West, N.A., Moorhead,
Minnesota, proposed merger with American Bank
Moorhead -- report on competitive factors.

Submitted, December 11, 1996.

Trustmark National Bank, Jackson, Mississippi,
proposed merger with National Bank of Commerce of
Corinth, Corinth, Mississippi -- report on
competitive factors.

Submitted, December 11, 1996.



CoC-HC

3(a)(1)

CoC-HC

3(a)(1)

3(a)(1)

3(a)(3)

Federal Reserve Bank of Chicago

Register Notice Cont'd

icati

MWA Bancorporation
Estherville, lowa
By Greg J. Currell

Pineries Bankshares, Inc.*
Stevens Point, Wisconsin
Mattoon State Bank
Mattoon, Wisconsin

Community Central Bank Corporation
Mount Clemens, Michigan
By Willard G. Pierce

Bando McGlocklin Capital Corporation*
Pewaukee, Wisconsin

InvestorsBank

Pewaukee, Wisconsin (in organization)

CH and JD Byrum, LLC*

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

Old Kent Financial Corporation*
Grand Rapids, Michigan

Old Kent Bank, National Association (in organization)

Jonesville, Michigan

Comment Period

Ending Date

FR - 12-03-96
NP - 12-13-96

FR - 12-19-96
NP - 12-15-96

FR - 12-12-96
NP - 12-12-96

FR - 12-27-96
NP - 12-23-96

FR - 12-27-96

NP - 12-2-96

FR - 12-20-96
NP - *#



Federal Reserve Bank of Chicago

Section I - Applications Subject to Newspaper
Notice Only
Comment Period
Branch Isabella Bank and Trust NP - 12-19-96

Mt. Pleasant, Michigan
1125 N. McEwan Street
Clare, Michigan

Branch Union Bank & Trust Company NP - 12-21-96
Evansville, Wisconsin
121 Fifth Avenue
Belleville, Wisconsin

Branch NBD Bank NP - 12-21-96
Detroit, Michigan
800 Ship Street
St. Joseph, Michigan

3(a)(1) Notice Lakeland Financial Corporation NP - 12-31-96
Round Lake Heights, Illinois
Lakeland Community Bank
Round Lake Heights, Illinois

Branch First Bank & Trust of Evanston NP - 1-13-97
Evanston, Illinois
2925 Central Street
Evanston, Illinois

NP - Newspaper
FR - Federal Register

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



H.2
DECEMBER 9, 1996 TO DECEMBER 13, 1996

PAGE 7

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

BANK HOLDING COMPANIES

Chicago New Asia Bancorp, Chicago, Illinois -- to acquire NAB
Bank.
Approved, December 9, 1996.

Chicago St. Cloud Bancshares, Inc., St. Cloud, Wisconsin --
to acquire State Bank of St. Cloud.
Approved, December 12, 1996.

Chicago SBC, Incorporated, Countryside, Illinois --
notification of intent to acquire certain loans of
Security Savings Bank, FSB, Fontana, California and
engage in lending activities.
Permitted, December 11, 1996.

Chicago Somers Bancorporation, Somers, Iowa -- request for
waiver of application to acquire Libanco, Inc.,
Gowrie, Iowa, and First Bank of Gowrie.
Granted, December 11, 1996.

San Francisco South Coast Bancorp, Inc., Irvine, California -- to
retain South Coast Thrift and Loan Association
following its conversion to a state-chartered
commercial bank.

Approved, December 9, 1996.

San Francisco Towne Bancorp, Inc., Woodinville, Washington -- to
acquire Towne Bank.
Permitted, December 9, 1996.

BANK MERGERS

New York Excel Bank, National Association, New York, New
York -- to merge with Union Chelsea National Bank.
Approved, December 11, 1996.

Richmond FCNB Bank, Frederick, Maryland -- to merge with
Elkridge Bank, Elkridge, Maryland.
Approved, December 12, 1996.



H.2

DECEMBER 9, 1996 TO DECEMBER 13, 1996

PAGE 6

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

BANK HOLDING COMPANIES

Dallas

Dallas

Dallas

Chicago

St. Louis

St. Louis

St. Louis

New York

Cleveland

FNB Company of Delaware, Wilmington, Delaware -- to
acquire The First National Bank of Livingston,
Livingston, Texas.

Approved, December 13, 1996.

FSBG, Inc., Wilmington, Delaware -- request for
waiver of application to acquire The First State
Bank, Granger, Texas.

Granted, December 9, 1996.

FSBT, Inc., Wilmington, Delaware -- request for
waiver of application to acquire First State Bank,
Temple, Texas.

Granted, December 9, 1996.

Independent Bancorp, Limited, Little Chute, Wisconsin
~- to acquire Bank of Little Chute.
Approved, December 13, 1996.

Linn Holding Company, Inc., Linn, Missouri -- to
acquire additional shares of Heritage Bank, Loose
Creek, Missouri.

Approved, December 10, 1996.

Louisville, Development Bancorp, Inc., Louisville,
Kentucky -- to acquire Louisville Community
Development Bank.

Approved, December 11, 1996.

Louisville Development Bancorp, Inc., Louisville,
Kentucky -- to engage in community development
activities through Louisville Real Estate
Development Company.

Permitted, December 11, 1996.

Marathon Banking Corporation, Astoria, New York -- to
acquire Marathon National Bank of New York.
Approved, December 10, 1996.

Mid Am, Inc., Bowling Green, Ohio -- to engage in
trust activities through establishment of Mid Am
Private Trust, N.A., Cincinnati, Ohio.

Permitted, December 12, 1996.



FEDERAL RESERVE BANK OF PHILADELPHIA

SECTION IV - APPLICATIONS RECEIVED AND NOT SUBJECT TO FEDERAL

REGISTER NOTICE OR NEWSPAPER CON?’?D

Commerce Bancorp, Inc., Cherry Hill, NJ (“Commerce”) and Mr. Vernon Hill request relief
of certain commitments involving an investment in Independence Bancorp, Inc., Ramsey, NJ
(Commerce has also filed an application to acquire 100 percent of Independence Bancorp, Inc.,
pursuant to Section 3(a)(5) of the Bank Holding Company Act.)

Greater Delaware Valley Holdings, A Mutual Company, Broomall, PA has filed an application
for approval to waive dividends declared on the capital stock of its subsidiary Greater
Delaware Valley Savings Bank, Broomall, PA.



H.2

DECEMBER 9, 1996 TO DECEMBER 13, 1996

PAGE 9

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

CHANGE IN BANK CONTROL

Minneapolis

Dallas

Faith Bank Holding Company, Faith, South Dakota --
change in bank control.
Permitted, December 9, 1996.

Haleco Bancshares, inc., Plainview, Texas -- change
in bank control.
Permitted, December 13, 1996.

COMPETITIVE FACTORS REPORTS

Chicago

San Francisco

St. Louis

New York

San Francisco

Philadelphia

Bank of Dwight, Dwight, Illinois, proposed merger
with Republic Bank of Dwight -- report on
competitive factors.

Submitted, December 10, 1996.

Citizens Bank, Corvalis, Oregon, proposed merger with
Interim Bank - Citizens, Inc. -- report on
competitive factors.

Submitted, December 10, 1996.

Citizens Bank of Illinois, N.A., Mt. Vernon,
Illinois, proposed merger with Bank of Mt. Carmel,
Mt. Carmel, Illinois -- report on competitive
factors.

Submitted, December 9, 1996.

Excel Bank, National Association, New York, New York,
proposed merger with Union Chelsea National Bank --
report on competitive factors.

Submitted, December 11, 1996.

First Federal Savings and Loan Association of San
Gabriel Valley, West Covina, California, proposed
acquisition of the assets and assumption of the
liabilities of the Duarte branch of Highland
Federal Bank, A Federal Savings Bank, Burbank,
California -- report on competitive factors.

Submitted, December 9, 1996.

First Union National Bank, Avondale, Pennsylvania,
proposed merger with Centre Square Trust Company,
Philadelphia, Pennsylvania -- report on competitive
factors.

Submitted, December 10, 1996.



Federal Reserve Bank of Richmond
V_- Avi

Week ending December 13, 1996

t . € .

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
Crestar Bank
919 East Main Street
Richmond, VA 23219 5-20-96 Outstanding
Crestar Bank MD
7500 Wisconsin Avenue
Bethesda, MD 20814-3570 8-26-96 Outstanding

The Middleburg Bank
111 West Washington Street



S&

ANNOUNCEMENT H.2, 1996, No. 50
Actions of the Board, its Staff, and
BOARD OF GOVERNORS the Federal Reserve Banks;
OF THE Applications ana Reports Received
FEDERAL RESERVE SYSTEM During the Week Ending December 14, 1996

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

BANK HOLDING COMPANIES ;

BancSecurity Corporation, Marshall, Iowa -- to
acquire Marshall Financial Corporation, and
Marshall Savings Bank,

Denied, December 9, 1996.

Barnett Banks, Inc., Jacksonville, Florida; Crestar
Financial Corporation, Richmond, Virginia; First
Union Corporation, Charlotte, North Carolina;
NationsBank Corporation, Charlotte, North Carolina;
Southern National Corporation, Winston-Salem, North
Carolina; and Wachovia Corporation, Winston Salem,
North Carolina -- each to acquire or retain control
of more than 5 percent of Southeast Switch, Inc.,
Maitland, Florida, after its merger with Internet,
Inc., Reston, Virginia, and Alabama Network, Inc.,
Birmingham, Alabama, and engage in data Processing
and transmission activities.

Approved, December 9, 1996.

Chase Manhattan Bank, New York, New York -- requests
for reconsideration of Proposals to acquire all the
branches of Chemical Bank New Jersey, Morristown,
New Jersey; and to acquire certain assets from
Wells Fargo Bank, N.A., San Francisco, California,
through Chase Mellon Shareholders Services, a joint
venture with Mellon Bank Corporation, Pittsburgh,
Pennsylvania.

Denied, December 9, 1996.

Country Bank Shares Corporation, Mt. Horeb, Wisconsin
~~ to acquire Belleville Bancshares Corporation,
Belleville, Wisconsin, and Belleville State Bank.

Approved, December 9, 1996,

Marine Midland Bank, Buffalo, New York -- to invest
in Southern Tier Business Development Fund, LLC.
Permitted, December 9, 1996,

Stichting Prioriteit ABN AMRO Holding, Amsterdam, The
Netherlands, Stichting Administratiekantoor ABN
AMRO Holding; ABN AMRO Holding N.V.; and ABN AMRO
Bank N.V. -- to acquire all the voting securities
of ChiCorp Inc., Chicago, Illinois, and engage in
underwriting and dealing in all types of debt and
equity securities on a limited basis, and certain
other securities- and derivatives-related
activities.

Permitted,. December 11, 1996.



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 12/13/96

Section I - Applications Subject to Newspaper Notice Only

Application Comment Period Ending Date
None

ection II - Applications Subject to Both
Newspaper_and Federal Register Notice

Bank of Whitman Employee Stock Ownership Plan, Ne aper: 1/04/97
Colfax, Washington, to become a bank holding

company by acquiring 30 percent of Whitman Fed. Reg.: 1/10/97
BanCorporation, Inc., Colfax, Washington. *

Basswood Financial Partners, L.P., Paramus, New Newspaper: Not available
Jersey; Basswood International Fund, Inc. ,

Hami icon, Bermuda; ...c 1994 Garden State Trust, Fed. Reg.: Not available

Paramus, New Jersey, to acquire up to 14.9 percent
of SC Bancorp, Anaheim, California. *

Section III -Applications Subject to Federal Register Only

None
Section IV - Applications Not Subject to Federal Register Notice
or Newspaper Notice
None

* Subject to CRA.



H.2

DECEMBER 9, 1996 TO DECEMBER 13, 1996

PAGE 12

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

EXTENSIONS OF TIME

Boston

MEMBERSHIP

St. Louis

RESERVE BANK SERVICES

Director, FRBO

Service Bancorp, MHC, Medway, Massachusetts --
extension to acquire Medway Savings Bank.
Granted, December 9, 1996.

Bank of Mulberry, Mulberry, Arkansas -- to become a
member of the Federal Reserve System.
Approved, December 10, 1996.

Federal Reserve Bank of Atlanta -- to offer
commercial check image capture products at the
Banks's Atlanta, Jacksonville, Miami, Nashville,
and New Orleans offices and to modify commercial

check image capture fees at the Birmingham office.

Approved, December 13, 1996.



H.2
DECEMBER 9, 1996 TO DECEMBER 13, 1996
PAGE 11

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

SOMPETITIVE FACTORS REPORTS

Boston Webster Bank, Waterbury, Connecticut, proposed merger
with Derby Savings Bank, Derby, Connecticut --
report on competitive factors.

Submitted, December 10, 1996.

San Francisco Western Sierra National Bank, Cameron Park,
California, proposed purchase of certain assets and
assumption of certain liabilities of the Lincoln,
California, branch of Wells Fargo Bank, N.A., San
Francisco, California -- report on competitive
factors.

Submitted, December 10, 1996.

EXTENSIONS OF TIME
Richmond First Union Corporation, Charlotte, Narth Carolina;
NationsBank Corporation, Charlotte; Southern
National Corporation, Winston-Salem; and Wachovia
Corporation, Winston-Salem -- extension to
March 26, 1997, to acquire more than 5-1/2 percent
of the voting securities of Education Financing
Services, LLC, Winston-Salem, North Carolina.
Granted, December 11, 1996,

Chicago FirstValue Corp., Appleton, Wisconsin -- extension to
March 11, 1997, to acquire Tigerton Bancorporation,
Inc., Tigerton, Wisconsin, and First National Bank
in Tigerton.
Granted, December 11, 1996.

Cleveland Merchants Bancorp, Inc., Hillsboro, Ohio -- extension
to March 12, 1997, to acquire Merchants National
Bank.

Granted, December 9, 1996.



FEDERAL RESERVE BANK OF DALLAS APPLICATIONS BULLETIN

APPLICATIONS AND NOTIFICATIONS FILED DURING THE WEEK OF DECEMBER 9, 1996

ECT. - APPLICATIONS T_ TO PI
NOTICE ONLY
APPLICATION NOTICE EXP
None.
TLO! -_APPL INS OT
EWSP, ND_FI REGI TICE
API ATION ** NOTICE EXP

Change in Control Notice by

Hilmar D. Blumberg Trust, Joe H. Bruns, Trustee, Seguin,

TX, Edward A. Blumberg Trust, Joe H. Bruns, Trustee, Seguin,

TX, and Carla A. Blumberg Trust, Joe H. Bruns, Trustee,

Seguin, TX, to acquire an interest in Blumberg BancUnits,

L.P., Seguin, TX 97/01/05
(Previously reported during the week of 12-2-96)

Change in Control Notice by

Edward A. Blumberg Trust, Joe H Bruns, Trustee, Seguin, TX,
Hilmar D. Blumberg Trust, Joe H. Bruns, Trustee, Seguin, TX,
Carla A. Blumberg Trust. Joe H. Bruns, Trustee, Seguin, TX,
Edward A. Blumberc, Seguin, TX, Vanessa N. Blumberg Trust,
Edward A. and Irma Blumberg, Trustees, Joseph D. Blumberg
Trust, Edward A. and Irma Blumberg, Trustees, Hilmar D.
Blumberg, Seguin, TX, Roland B. Blumberg Trust, Hilmar D.
and Kaaren Blumberg, Trustees, Jordan T. Blumberg Trust,
Hilmar D. and Kaaren Blumberg, Trustees, to acquire an
interest in Blumberg Family Partnership, L.P., Seguin, TX 97/01/05
(Previously reported during the week of 12-2-96)

*Section 3(a)(3) application by

First Pecos Bancshares, Inc., Midland, TX, to

acquire First National Bank of Fort Stockton,

Fort Stockton, TX 96/12/21
(Previously reported during the week of 11-18-96)



Type
3(a)(1)

3(a)(1)

3(ay(1)

3(a)(3)

3(a)(3)

Federal Reserve Bank of Chicago

Section IL - Applications Subj Both Ne Fed

Register Notice Cont'd

licati

AmeriMark Financial Corporation.*
Oak Brook, Illinois

Duco Bancshares, Inc.

Villa Park, Illinois

Bank of Illinois in DuPage

Villa Park, INinois

Barker Brothers, Inc.*

Springfield, Illinois
Middletown Bancorp, Inc.
Middletown, Illinois
Middletown State Bank
Middletown , Illinois
Latham Bancorp, Inc.
Latham, Illinois
State Bank of Latham
Latham, Illinois

River Cities Bancshares, Inc.*
Wisconsin Rapids, Wisconsin
River Cities Bank (in organization)
Wisconsin Rapids, Wisconsin

Security National Corporation*

Sioux City, Iowa
Security National Bank of South Dakota (in organization)
Dakota Dunes, South Dakota

Heartland Financial USA, Inc.*
Dubuque, Iowa

Cottage Grove State Bank
Cottage Grove, Wisconsin

Comment Period

Ending Date

FR - 12-20-96
NP - 12-16-96

FR - 12-13-96
NP - 12-13-96

FR - 01-03-97
NP - 12-26-96

FR - 01-6-97
NP - **

FR - **
NP - *#*



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 12/13/96
Section V _- Availability of CRA Public Evaluations

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

Institution Location Examination Date Rating*
None

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

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

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

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

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

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


Federal Reserve Bank of Chicago

Section I - Applications Subject to Newspaper
Type Application
Branch F&M Bank Portage County

Park Ridge, Wisconsin
128 Highway 10 East
Amherst, Wisconsin

BHC-OT ABN AMRO Bank, N.V.
Amsterdam, The Netherlands
Tepresentative office in
Minneapolis, Minnesota

Merger & Branch Pullman Bank and Trust Company
Chicago, Illinois
Pullman Bank of Commerce & Industry
Chicago, Illinois
Branch at 6100 N. Northwest Highway
Chicago, Illinois

NP - Newspaper
FR - Federal Register

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

Comment Period

Ending Date

NP - 12-31-96

NP - 12-24-96

NP - **



H.2
DECEMBER 9, 1996 TO DECEMBER 13, 1996
PAGE 8

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

BANK MERGERS

San Francisco Tehama County Bank, Red Bluf:, California -- to
acquire certain assets and assume certain
liabilities of the Willows and Orland, California,
branches of Wells Fargo Bank, N.A., San Francisco,
California.

Approved, December 11, 1996.

BANKS, NONMEMBER, AND MISCELLANEOUS INSTITUTIONS

Dallas American Exploration Company, Houston, Texas --
deregistration statement under Regulation G.
Approved, December 9, 1996.

San Francisco Glendale Federal Bank, Federal Savings Bank,
Glendale, California -- request for waiver of
application to acquire OneCentral Bank.

Approved, December 9, 1996.

BANKS, STATE MEMBER

Cleveland Independent State Bank of Ohio, Columbus, Ohio -- to
relocate its main office to 1182 Claycraft Road,
Gahanna, Ohio.
Permitted, December 11, 1996.

CAPITAL STOCK

Richmond FCNB Bank, Frederick, Maryland -- redemption of
shares.
Approved, December 10, 1996.

Chicago HPK Financial Corporation, Chicago, Illinois --
redemption of shares.
Approved, December 13, 1996.

CHANGE IN BANK CONTROL

San Francisco Draper Bancorp, Draper, California -- change in bank
control.
Returned, December 11, 1996.

Dallas F & M Bancshares, Inc., De Leon, Texas -- change in
bank control.
Permitted, December 13, 1996.



AVAILABILITY OF CRA PUBLIC EVALUATIONS
(December 13, 1996)

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 December 13, 1996. 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.

Enterprise Bank

6150 Enterprise Parkway
Solon, OH 44139-2755
Rating: Satisfactory
Exam Date: 6-24-96
Disclosure Date: 12-10-96

The Oakwood Deposit Bank Company
P. O. Box 207

Oakwood, OH 45873

Rating: Satisfactory

Exam Date: 9-23-96

Disclosure Date: 12-11-96



FEDERAL RESERVE BANK OF ST. LOUIS

FOR THE WEEK ENDING DECEMBER 13, 1996
SECTION V - AVAILABILITY OF CRA PUBLIC DISCLOSURES

Identification of Ratings:

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

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

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

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

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

Name of Bank Bank Address Examination Examination

Date Ratin;

elgrade State Bank Potosi, MO 8/19/96 Satisfactory



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

Newspaper and Federal Register Notice

Comment Period

Application Ending Date
NONE.

FEDERAL RESERVE BANK OF MINNEAPOLIS
Section III - Applications Subject

to Federal Register Notice Only

Comment Period

Application Ending Date
Norwest Corporation, Minneapolis, Minnesota and Norwest Not yet available

Financial Services, Inc., Des Moines, Iowa, to engage in
automobile financing through the acquisition of Reliable
Financial Services, Inc., San Juan, Puerto Rico.

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

Federal Register Notice or Newspaper Notice
Application

JS Investments, Limited Partnership, Billings, Montana,
NbarS, Limited Partnership, Ranchester, Wyoming, and
First Interstate BancSystem of Montana, Inc., Billings,
Montana for prior approval to acquire 100% of the
voting shares of the Mountain Bank, Whitefish, Montana.



an

lc

ion 10 - Avai ili ic Evaluati

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.

None.



H.2

DECEMBER 9, 1996 TO DECEMBER 13, 1996

PAGE 4

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

BANK BRANCHES, DOMESTIC

Chicago

San Francisco

New York

New York

BANK HOLDING COMPANIES

Atlanta

Boston

Cleveland

Kansas City

Lake Forest Bank & Trust Company, Lake Forest,
Illinois -- to establish a branch at 911 South
Telegraph Road.

Approved, December 12, 1996.

Silicon Valley Bank, Santa Clara, California -- to
establish a branch at 5414 Oberline Drive, San
Diego, California.

Approved, December 9, 1996.

Summit Bank, Hackensack, New Jersey -- to establish
branches at the Lanidex Center, Building 300,
Parsippany; and in the Pathmark supermarket
locations at 405 Route 17, Hackensack; 80 New
Bridge Road, Bergenfield; 407 Valley Street, South
Orange; 277 Ferry Street, Newark; 2881 Mt. Ephraim
Avenue, Camden; 989 Church Road, Cherry Hill; and
100 Schanck Road, Freehold, New Jersey.

Approved, December 12, 1996.

United States Trust Company of New York, New York,
New York -- to establish a full-service branch at
200 Old Country Road, Mineola, New York.

Approved, December 12, 1996.

ABC Bancorp, Moultrie, Georgia -- to merge with M&F
Financial Corporation, Donalsonville, Georgia, and
acquire Merchants & Farmers Bank.

Approved, December 13, 1996.

Abington Bancorp
acquire Abi
Approved, December

American Nati
American Na

Permitted, Decem 1996
Bebance, Inc., North Platte, Nebraska -

Anericar M ge Company and engage in x
banking and insurance agency activities
Permitted, December 12, 1996.



FEDERAL RESERVE BANK OF DALLAS APPLICATIONS BULLETIN

APPLICATIONS AND NOTIFICATIONS APPROVED DURING THE WEEK OF DECEMBER 9, 1996

APPLICATION

Section 3(a)(1) application by

FNB Company, Livingston, TX, to acquire

FNB Company of Delaware, Wilmington, DE, and
The First National Bank of Livingston,
Livingston, TX

Section 3(a)(1) application by

FNB Company of Delaware. Wilmington, DE. to
acquire The First National Bank of Livingston,
Livingston, TX

Change in Control Notice by
James R. Brutuu, Ve Leon, TX. to acquire an
interest in F & M Bancshares, Inc., De Leon, TX

Change in Control Notice by

J. David Williams and Brian J. Pohlmeier, Plainview, TX,
to acquire an interest in HaleCo Bancshares, Inc.,
Plainview, TX

DATE

96/12/13

96/12/13

96/12/13

96/12/13



*Section 3(a)(1) application sy

Rotan Bancshares, Inc., Rotan, TX, to acquire

Rotan Delaware Bancshares, inc., Dover, DE, and

First Nationa] Bank, Rotan. TX 97/01/11
(Resubmission)

*Section 3(a)(1) application by
Rotan Delaware Bancshares. Inc., Lover, DE, to acquire

First National Bank, Rotan, TX 97/01/11
(Resubmission)
SECTION III - APPLICATI ECT id i
NOTICE ONLY
PPLICATION NOTICE EXP
None.
Et NIV - LICATIONS NOT FED TER
NOT:
PPLICA
None.

* SUBJECT TO CRA.
** EXPIRATION DATE IS THE DATE SPECIFIED IN THE NEWSPAPER NOTICE ONLY.
N/A - NOT AVAILABLE AT THIS TIME.



ECTION IV_- APPLICATIONS NOT SUBJECT TO
FEDERAL REGISTER OR NEWSPAPER NOTICE

pplication
NONE

SECTION V_- AVAILABILITY OF CRA PUBLIC EVALUATIONS
nstitution Examination Date Rating**
ferrill Merchants Bank 08-12-96 “s"
01 Main Street
».0. Box 925
sangor, Maine 04402-0925
207) 942-4800
‘*Rating Definitions: "O" - Outstanding; "S" - Satisfactory; "N" - Needs to

Improve; "SN" - Substantial Noncompliance.



resources and capabilities.
Satisfactory record of meeting community credit needs.

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

Needs to improve record of meeting community credit needs.

An institution in this group needs to improve its overall record

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

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

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

Week Ending December 14, 1996

NAME OF BANK RATING EXAMINATION DATE
Bankers Trust Company Outstanding May 28, 1996

130 Liberty Street
New York, New York 10006

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 Register notice.

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



H.2
DECEMBER 9, 1996 TO DECEMBER 13, 1996
PAGE 3

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

RESERVE BANK OPERATIONS

Budgets for 1997.
Approved, December 11, 1996.

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 Bank of Tidewater, Virginia Beach, Virginia -- to
establish a branch at 2251 West Great Neck Road,

Virginia Beach, Virginia.

Approved, December 13, 1996.

Minneapolis Crow River State Bank, Delano, Minnesota -- to
establish a branch in Mound, Minnesota.
Approved, December 11, 1996.

Chicago First American Bank, Carpenterville, Illinois -- to
establish a branch at 33 South Rand Road, Lake
Zurick, Illinois.
Approved, December 11, 1996.

Chicago First American Bank, Carpenterville, Illinois -- to
establish a branch at 80 Stratford, Bloomington,
Illinois.

Approved, December 11, 1996.

Philadelphia Founders Bank, Bryn Mawr, Pennsylvania -- to
establish a branch at 360 West State Street, Media,
Pennsylvania.

Approved, December 13, 1996.

Richmond Highlands Union Bank, Abingdon, Virginia -- to
establish a branch at 1425 North Main Street,
Marion, Virginia.
Approved, December 12, 1996.



Federal Reserve Bank of St. Louis

FOR THE WEEK ENDING DECEMBER 13, 1996

SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE

Application End of Comment Period

* Section 9 branch application by Bank of Rogers,

Rogers, Arkansas, to relocate its main office to

801 North Dixieland, Rogers, Arkansas, and to

maintain its former main office located at 1205

West Walnut, Rogers, Arkansas, as a branch office. 12-25-96

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

Application End of Comment Period

* Section 3(a)(3) application by Mercantile

Bancorporation Inc., St. Louis, Missouri, to

acquire Mark Twain Bancshares, Inc., St. Louis,

Missouri. Newspaper: 1-8-97

* Section 3(a)(3) application by Mid-Missouri

Bancshares, Inc., Nevada, Missouri, to acquire

Continental Security Bancshares, Inc., Springfield,

Missouri. Newspaper: 1-10-97

SECTION Il - APPLICATI ;UBJECT TO FEDERAL REGISTER NOTICE

Application End of Comment Period
None.

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

Application End of Comment Period
None.

* This application/notification is subject to CRA.



Middleburg, Virginia 22117 9-23-96 Outstanding

The Bank of Charlotte County
Highway 40
Phenix, Virginia 23959-9703 9-23-96 Satisfactory



H.2
DECEMBER 9, 1996 TO DECEMBER 13, 1996
PAGE 2

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

CURRENCY

Federal Reserve notes -- 1997 new currency budget.

Approved, December 11, 1996. 1
ENFORCEMENT ,

American State Bancshares, Inc., Broken Arrow,
Oklahoma, and Ronald E. Bond -- written agreement
dated April 24, 1992, terminated December 9, 1996.

Announced, December 13, 1996.

Bankers Trust New York Corporation, New York, New
York, Bankers Trust Company, and BT Securities
Corporation, termination of written agreement dated
December 4, 1994, with the Federal Reserve Bank of
New York.

Announced, December 9, 1996.

Banque Indosuez, Paris, France (New York Branch) --
order of prohibition against George T. Whittman, a
former private banking account officer and
institution-affiliated party of the New York
Branch.

Announced, December 11, 1996.

Norstar Bank, Melville, New York, a former state
member bank -- order of prohibition against Karen
Sanford, a former employee and institution-
affiliated party.

Announced, December 13, 1996.

Northern Bancorp, Inc., Woburn, Massachusetts, and
James J. Mawn and Robert L. McCrensky -- written
agreement dated February 15, 1996, terminated
November 6, 1996.

Announced, December 13, 1996.

INTERNATIONAL OPERATIONS

Bank of America National Trust and Savings
Association, San Francisco, California -- to
establish branches of BA Merchant Services, Inc.,
in New Delhi, Bombay, Calcutta, and Madras, India;
Seoul, South Korea; Manila, the Philippines;
Taipei, Taiwan; Bangkok, Thailand; and Shanghai,
Peoples Republic of China.

Approved, December 9, 1996.



Type
3(a)(3)

3(a)(3)

3(a)(1)

3(a)(1)

3(a)(5)

3(a)3)

Federal Reserve Bank of Chicago

= licati: ject to B
Register Notice Cont’d

Application

Beaman Bancshares, Inc.*
Beaman, Iowa
Producers Savings Bank
Green Mountain, Iowa

Panhandle Aviation, Inc.*
Carinda, Iowa

National Bank of Iowa
Denison, Iowa

Mound City Financial Services, Inc.*
Platteville, Wisconsin

Mound City Bank

Platteville, Wisconsin

Independent Bancorp., Limited*
Little Chute, Wisconsin

Bank of Little Chute

Little Chute, Wisconsin

Associated Banc-Corp.*
Green Bay, Wisconsin
Centra Financial, Inc.
West Allis, Wisconsin
Central Bank

West Allis, Wisconsin

Metrocorp, Inc.*
East Moline, Illinois

Metrobank-Illinois, National Association

East Moline, Illinois (in organization)

Fe

Comment Period
Ending Date

FR - 12-23-96
NP - 12-24-96

FR - 12-03-96
NP - 12-08-96

FR - 12-06-96
NP - 12-05-96

FR - 12-09-96
NP - 12-05-96

FR - 12-20-96
NP - 12-16-96

FR - 11-04-96
NP - 11-04-96



Federal Reserve Bank of Kansas City

V-AV. VALUAT!
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
First State Bank of Taos 08/26/96 12/11/96 Satisfactory
P.O. Box 797
Taos, New Mexico 87571-0797
The Bank of Versailles 09/09/96 12/12/96 Satisfactory
P.O. Box 29
Versailles, Missouri 65084-0029
Platte Valley State Bank & Trust 09/09/96 12/12/96 Outstanding

P.O. Box 430
Kearney, Nebraska 68848-0430

*Application is subject to CRA.



Recently Approved Applications Approval Date

The Colonial BancGroup, Inc. 12-13-96

Montgomery, Alabama 36101

To merge with Jefferson Bancorp, Inc., Miami Beach, Florida, and thereby directly
acquire its subsidiary, Jefferson Bank of Florida, Miami Beach, Florida, pursuant
to Section 3(a) (5) of the Bank Holding Company Act.

ABC Bancorp 12-13-96
Moultrie, Georgia
To merge with M&F Financial Corporation, Donalsonville, Georgia, and thereby

directly acquire its subsidiary, Merchants & Farmers Bank, Donalsonville, Georgia,
pursuant to Section 3(a) (5) of the Bank Holding Company Act.

First American Corporation 12-12-96

Nashville, Tennessee

To merge with Hartsville Bancshares, Inc., Hartsville, Tennessee, and thereby
directly acquire its subsidiary, CommunityFIRST Bank, Hartsville, Tennessee,
pursuant to Section 3(a) (5) of the Bank Holding Company Act.



H.2 ADDITIONS AND CORRECTIONS
DECEMBER 9, 1996 TO DECEMBER 13, 1996
PAGE 13

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

REGULATIONS AND POLICIES

Regulation Z -- amendment to adjust the dollar amount
that triggers certain requirements of the Truth in
Lending Act and Regulation Z for mortgages bearing
fees above a certain amount (Docket R-0949).

Approved, December 3, 1996.

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

BANK BRANCHES, DOMESTIC

Chicago First American Bank, Joliet, Illinois -- to establish
a branch at U.S. Route 30 and Mall Loop Drive.
Approved, December 4, 1996.

Chicago First American Bank of Kankakee, Kenkakee, Illinois -
> to establish a branch at 6200 West 95th Street,
Qak Lawn, Illinois.
Approved, December 6, 1996.

COMPETITIVE FACTORS REPORTS

Philadelphia Union Bank and Trust Company, Pottsville,
Pennsylvania -- proposed acquisition of the assets
and assumption of the liabilities of two branches
of Pennsylvania National Bank and Trust Company --
report on competitive factors.

Submitted, November 25, 1996.



FEDERAL RESERVE BANK OF NEW YORK

Comment Period

Ending Date
SECTION I

Applications Subject to Newspaper
tice Onl

None.

SECTION II

Applications Subject to Both
‘paper and Federal Register Noti

None.

TION I

Nonbanking Applications
subjeci ‘ederal ‘ister Noti I

Deutsche Bank, Frankfurt, Germany, to engage through Deutsche

Morgan Grenfell Inc. and Deutsche Morgan Grenfell Futures Inc.,

both of New York, New York, in futures commission merchant

execution and clearance, clearance-only, execution-only and

advisory services with respect to futures and options on futures

on certain non-financial contracts and through omnibus arrangements

with respect to certain other non-financial contracts. N/A

The Bank of New York Company, Inc., The Chase Manhattan Corp.,

and Citicorp, all of New York, New York, HSBC Holdings plc,

London, England, HSBC Americas Inc., Buffalo, New York, and

National Westminster Bank plc, London, England, to acquire indirectly

through NYCE Corp., Woodcliffe Lake, New Jersey, 9.14 percent of

the shares of Card Alert Services, Inc., Arlington, Virginia,

a company engaged in providing debit card security services. N/A

SECTION IV

Applications Not Involving
i ment

None.
SECTION V
Availability of ublic Evaluatio

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