Federal Reserve Bank of Atlanta

Applications Bulleti Week Ending April 11. 1997
Secti = licati ject to News; lotice Onl
Application mment Period ing D:
Colonial Bank 04-10-97*

Montgomery, Alabama
To become a member of the Federal Reserve System, pursuant to Section 208.4 of Regulation H
and Section 9 of the Federal Reserve Act.

Section 2 - Applications Subject to Both

Newspaper and Federal Registe: tice

Application Comment Period Ending Date
Regions Financial Corporation 04-14-97*
Birmingham, Alabama Federal Register

To acquire First Mercantile National Bank, Longwood, Florida, pursuant to Section 3(a)(3) of the
Bank Holding Company Act.

Weatherford Foundation of Red Bay, Inc. 04-28-97*

Red Bay, Alabama Federal Register
After-the-fact change in control notice by Tammy Carol Bolton (as trustee), to retain 60.90
percent of the outstanding shares of its subsidiary, Independent Bancshares, Inc., Red Bay,
Alabama, pursuant to the Change in Bank Control Act of 1978.

tion 3 - Applications Subject to Federal Register

Application Comment Period ing Dat
United Community Banks 04-25-97

Blairsville, Georgia
Notification for its subsidiary, United Family Finance, Blue Ridge, Georgia, to engage in credit
insurance activities, pursuant to Section 225.25(b)(8)(ii) of Regulation Y and Section 4(c)(8) of
the Bank Holding Company Act.

*Subject to the provisions of the Community Reinvestment Act.



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 4/11/97
Section I - ications Subj N Notice Only D
C Period Ending D
i - icati i h
Register Noti
Eggemeyer Advisory Corp., Castle Creek Newspaper: 4/30/97
Capital L.L.C., and Castle Creek Partners
Fund-i, L.P., all of San Diego, California, to Fed. Reg.: 4/25/97
acquire at least 35.0 percent of Rancho
Santa Fe National Bank, Rancho Santa Fe,
California, and at least 24.9 percent of First
Community Bank of the Desert, Yucca Valley,
California. *
Eggemeyer Advisory Corp., Castle Creek Newspaper; 4/24/97
Capital L.L.C., Castle Creek Partners Fund-1, L.P.,
and Monarch Bancorp, all of San Diego, California, Fed. Reg.: 4/18/97
to merge with California Commercial Bancshares,
Newport Beach, California. *
Eggemeyer Advisory Corp., Castle Creek Newspaper: 4/24/97
Capital L.L.C., Castle Creek Partners Fund-1, L.P.,
and Monarch Bancorp, all of San Diego, California, Fed, Reg.: 4/18/97
to acquire an option to purchase 19.9 percent of
California Commercial Bancshares, Newport
Beach, California. *
Imperial Bancorp, Inglewood, California, to acquire Newspaper: Not available
Imperial Bank of Arizona, Phoenix, Arizona. *
Fed. Reg.: 5/01/97

* Subject to CRA.



Union State Bank 227151 01/21/97 04/10/97 Satisfactory

P.O. Box 928
Arkansas City, Kansas 67005-0928

*Application is subject to CRA.



FEDERAL RESERVE BANK OF PHILADELPHIA

- TI D
NOTICE ONLY
Wilmington Trust of Pennsylvania, West Chester, PA to establish two branch offices at 402

Lancaster Avenue, Haverford, PA and One Liberty Place, 1850 Market Street, 51st Floor,
Philadelphia, PA, pursuant to Section 9 of the Federal Reserve Act.

Newspaper comment period expires: N/Avail

iT - TH EF} T
FE) ICE

Century Bancorp, MHC and Century Bancorp, Inc., both of Bridgeton, NJ to become bank
holding companies through the acquisition of Century Bancorp, Inc., and Century Savings
Bank, Bridgeton, NJ, respectively, pursuant to Section 3(a)(1) of the Bank Holding Company
Act.

Newspaper comment period expires: 04/25/97
Federal Register comment period expires: N/Avail

SECTION III - APPLICATIONS RECEIVED AND SUBJECT TO FEDERAL
REGISTER NOTICE ONLY

NONE
TI = IVED
REGISTER NOTICE OR NEWSPAPER

NONE



Federal Reserve Bank of Chicago

Section I - ications Subi XN
Notice Only
Comment Period

Merger & Branch Security Savings Bank NP - 4-30-97
Farnhamville, lowa
Boxholm, Iowa branch office of
Boone Bank and Trust Company
Boone, Iowa
Branch at 200 2nd Street
Boxholm, Iowa

Merger & Branch Old Kent Bank NP - 4-15-97
Grand Rapids, Michigan
Commercial and Savings Bank of St. Claire County
Saint Claire, Michigan
Algonac Savings Bank
Algonac, Michigan
and to establish 15 branches

Merger & Branch M&I Madison Bank NP - **
Madison, Wisconsin
M&I Bank Southwest
Spring Green, Wisconsin
and to establish 11 branches

Merger & Branch Huron Community Bank NP - **
East Tawas, Michigan
Au Gres Michigan branch of Citizens Bank
Flint, Michigan
Branch at 3150 East Huron Road
Au Gres, Michigan

Merger & Branch Quad City Bank and Trust Company NP - **
Bettendorf, Iowa
Quad City Bank and Trust-Illinois
Moline, Illinois
Branch at 3551 Seventh Street
Moline, Illinois



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 4/11/97

Section I - Jications Subi Bott
N i Federal Register Notice (Cont'
Tehama Bancorp to become a bank holding Newspaper: 5/07/97

company by acquiring Tehama Bank, both of
Red Bluff, California. * Fed. Reg.: 5/12/97

Section III -Applications Subj F Register Onl
Tehama Bancorp, Red Bluff, California, to engage Fed. Reg.: Not available

indirectly in equipment leasing activities through Bancorp
Financial Services, Inc., Sacramento, California.

None

* Subject to CRA.



H.2

APRIL 7, 1997 TO APRIL 11, 1997

PAGE 5

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

COMPETITIVE FACTORS REPORTS

Chicago

Atlanta

Dallas

Chicago

Atlanta

First Federal Savings Bank of Wabash, Wabash,
Indiana, proposed purchase of the assets and
assumption of the liabilities of the South Witley
branch of NBD Bank, National Association,
Indianapolis, Indiana -- report on competitive
factors.

Submitted, April 8, 1997.

First National Bank and Trust Company of the Treasure
Coast, Stuart, Florida, proposed acquisition of the
assets and assumption of the liabilities of Port
St. Lucie National Bank, Port St. Lucie, Florida --
report on competitive factors.

Submitted, April 8, 1997.

First National Bank of Marshall, Marshall, Texas,
proposed acquisition of the assets and assumption
of the liabilities of the Wells Fargo Bank (Texas),
N.A., Houston at 222 South Ragsdale, Jacksonville,
Texas -- report on competitive factors.

Submitted, April 10, 1997.

First of America Bank-Michigan, National Association,
Grand Rapids, Michigan, proposed merger with First
of America Bank-Florida, National Association,
Tampa, Florida, and First of America Bank-Indiana,
Indianapolis, Indiana -- report on competitive
factors.

Submitted, April 9, 1997.

First State Bank & Trust Company, Albany, Georgia,
proposed acquisition of the assets and assumption
of the liabilities of Southeastern Mortgage Company
-- report on competitive factors.

Submitted, April 8, 1997.



KANSAS CITY RESERVE BANK APPLICATIONS AND REPORTS RECEIVED
During the week ending April 11, 1997

T. - LICATI T Y
PPLICATION 0 Pp IN TE
Pinnacle Bank, Papillion, Nebraska, for prior approval Not Available

to open a full service branch at 72nd and Cornhusker,
Papillion, Nebraska.

TION II - LI T T BOTH
PAPE! TER Ni
APPLICATION COMMENT PERIOD ENDING DATE
Thomas E. Criswell, as co-trustee, Ada, Oklahoma, to April 30, 1997

acquire an additional 67.9 percent, for a total of 74.3
percent; Bill J. Horne, Sr., as co-trustee, Ada,
Oklahoma, to acquire an additional 63.2 percent, for a
total of 74.3 percent; C.B. Howard, as co-trustee,
Ada, Oklahoma, to acquire an additional 69.8 percent,
for a total of 74.3 percent; Richard J. Thompson, as
co-trustee, Oklahoma City, Oklahoma, to acquire an
additional 59.3 percent, for a total of 74.3 percent, of
the voting shares of First Ada Bancshares, Inc., Ada,

Oklahoma.

Midstate Bancorp, Inc., Hinton, Oklahoma, for prior May 8, 1997
approval to merge with Binger Agency, Inc., Binger,

Oklahoma.*

Thomas Rily Ford, Paul Emil, Nelson, and Henry Not Available

Southway, all of Alamosa, Colorado, for prior

approval to increase their ownership interests from

23.6 percent to 26.6 percent of th: oting shares of

Alamosa Bancorporation, Inc., Alamosa, Colorado.

Ei - APPLI T Y

APPLICATION M JI AT!

None.



. . ae .
E Section 4 — Applications Not Subject to LRegister Noti N Noti
licati
North Fulton Bancshares, Inc.

Roswell, Georgia
Commitment waiver request.


Type
3(a)(3)

3(a))

3(a)(5)

3(a)(3)

Federal Reserve Bank of Chicago

Register Noti od

licati

Amcore Financial, Inc.*

Rockford, Illinois
Country Bank Shares Corporation
Mount Horeb, Wisconsin
Citizens State Bank
Clinton, Wisconsin
Montello State Bank
Montello, Wisconsin
State Bank of Argyle
Argyle, Wisconsin
State Bank of Mount Horeb
Mount Horeb, Wisconsin
Belleville Bancshares Corporation
Belleville, Wisconsin
Belleville State Bank
Belleville, Wisconsin

Marshall & Ilsey Corporation*

Milwaukee, Wisconsin
Security Capital Corporation
Milwaukee, Wisconsin
Security Bank, S.S.B.
Milwaukee, Wisconsin

Citizens Banking Corporation*
Flint, Michigan
CB Financial Corporation
Jackson, Michigan
City Bank & Trust Company
Jackson, Michigan
City Bank
St. Johns, Michigan
CB North
Charlevoix, Michigan

NEB Corporation*

Fond du Lac, Wisconsin
State Bank of St. Cloud
St. Cloud, Wisconsin

Ws I

Comment Period

Ending Date

FR - 4-22-97
NP - 4-17-97

FR - 5-5-97
NP - 4-27-97

FR - 5-8-97
NP - **

FR - 5-5-97
NP - 4-30-97



ications Bulletin for Week Endi , 997
Recently Approved Applications Approval Date
Decatur First Bank Group, Inc. 04-09-97

Decatur, Georgia
1-BHC formation, Decatur First Bank, Decatur, Georgia.

Coastal Commerce Bancshares, Inc. ; 04-10-97

Kaplan, Louisiana
Prior change in control notice by Mr. and Mrs. Octave Henry Deshotels, Jr., to increase their
ownership from 9.7 percent to 12.6 percent through a reverse stock split, pursuant to the Change
in Bank Control Act of 1978.



OR NEWSPAPER NOTICE

LICATI!

None.

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

CRA Public CRA
Bank/Location RSSD# Exam Date —Date_ —Rating__
Farmers State Bank 387756 01/21/97 04/10/97 Satisfactory

P.O. Box 304
Mankato, Kansas 66956-0304



Federal Reserve Bank of Richmond

Bank of Ferrum, Ferrum, Virginia, to

establish a branch at the intersection

of State Route 616 and State Route 122

(Westlake Corner), Moneta, Virginia.* 4-28-97

CCB Financial Corporation, Durham,

North Carolina, to acquire American

Federal Bank, FSB, Greenville, South

Carolina.* 5-1-97

Section IV - Application Not Subject to
Eederal Register Notice or Newspaper Notice

None.

Application is subject to CRA requirements.



FEDERAL RESERVE BANK OF BOSTON APPLICATIONS
SECTION I - APPLICATIONS SUBJECT TO
NEWSPAPER NOTICE ONLY

Appli io Commen ris ding D

NONE

TION IT - ICATION: ECT TO BOTH
NEWSPAPER AND FEDERAL REGISTER NOTICE

Application Comment Peri ding Dat.
NONE
ECTION - APPLICATIONS ECT
FEDERAL REGISTER NOTICE ONLY
Application Comment Peri ding Date
NONE
SECTION IV - APPLICATIONS NOT SUBJECT TO
FEDERAL REGISTER OR NEWSPAPER NOTICE
Application
NONE

SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS

nstitution Examination Date Rating**
Fleet Bank of Maine April 15, 1996 “s"

One City Center
Portland, Maine 04104
(207) 874-5000



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section I - Applications Subject to
Newspaper Notice Only

Comment Period

Application Ending Date
KES Bancshares, Inc., Virginia, Minnesota for prior April 17, 1997

approval to become a bank holding company through
the acquisition of 93.55% of the voting shares of
Northern State Bank of Virginia, Virginia, Minnesota. *

* Subject to CRA
FEDERAL RESERVE BANK OF MINNEAPOLIS

Section II - Applications Subject to Both
Newspaper and Federal Register Notice

Comment Period

Application Ending Date
Norwest Corporation, Minneapolis, Minnesota for prior May 9, 1997
approval to acquire 100% of the voting shares of The (Federal Register)

First National Bankshares, Inc., Tucumcari, New Mexico. *
* 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

Federal Register Notice or Newspaper Notice
Application

NONE.



Federal Reserve Bank of Chicago

Section V - Availabilit Publi jon:

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 April 11, 1997. If you are interested in obtaining a copy of the evaluation document,
please contact the bank(s) directly.

Identification of Ratin

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 capabilities.

BANK NAME/LOCATION EXAMINATION DATE RATINGS

Farmers & Merchants Bank of Orfordville

303 Spring Street

P.O. Box 499

Orfordville, Wisconsin 53576-0499

(608) 879-2911 12/30/96 Ss



H.2

APRIL 7, 1997 TO APRIL 11, 1997

PAGE 7

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

COMPETITIVE FACTORS REPORTS

Chicago

Chicago

Dallas

Atlanta

EXTENSIONS OF TIME

San Francisco

Chicago

Boston

Oakland National Bank, Oakland, Illinois, proposed
merger with Citizens National Bank of Paris, Paris,
Illinois -- report on competitive factors.

Submitted, April 8, 1997.

Permanent Federal Savings Bank, Evansville, Indiana,
proposed purchase of the Newburgh branch of NBD
Bank, NA, Indianapolis, Indiana -- report on
competitive factors.

Submitted, April 8, 1997.

Texas Financial Bancorporation, Inc., Minneapolis,
Minnesota --proposed acquisition of the assets and
assumption of the liabilities of Austin County
Bankshares, Inc., Bellville, Texas, Austin County
Bankshares-Delaware, Wilmington, Delaware, and
Austin County State Bank, Bellville, Texas --
report on competitive factors.

Submitted, April 9, 1997.

1st Floyd Bank, Rome, Georgia, proposed merger with
ist Floyd Interim Corporation, Rome, Georgia --
report on competitive factors.

Submitted, April 7, 1997.

Frontier Financial Corporation, Everett, Washington -
- extension to July 11, 1997, to acquire up to
9.9 percent of the shares of Washington Banking
Company, Oak Harbor, Washington.

Granted, April 11, 1997.

Mound City Financial Services, Inc., Platteville,
Wisconsin -- extension to acquire Mound City Bank.
Granted, April 8, 1997.

Service Bancorp, MHC, Medway, Massachusetts --
extension to become a mutual bank holding company
through acquisition of Medway Savings Bank.

Granted, April 8, 1997.



H.2
APRIL 7, 1997 TO APRIL 11, 1997
PAGE 6

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

COMPETITIVE FACTORS REPORTS

Richaond First Union National Bank of North Carolina,
Charlotte, North Carolina, proposed merger with
First Union National Bank of South Carolina,
Greenville, South Carolina, First Union National
Bank of Tennessee, Nashville, Tennessee, First
Union National Bank of Virginia, Roanoke, Virginia,
First Union National Bank of Maryland, Rockville,
Maryland, First Union National Bank of Washington,
D.C., Washington, D.C., and First Union Bank of
Connecticut, Stamford, Connecticut -- report on
competitive factors.

Submitted, April 8, 1997.

Chicago Heartland Bank & Trust Company, Bloomington,
Illinois, propesed merger with First Bank of
Washington, Washington; and First Bank of Eureka,
Eureka, Illinois -- report on competitive factors.
Submitted, April 8, 1997.

St. Louis Mercantile Bank, N.A., Hartford, Illinois, proposed
merger with Mercantile Bank, N.A., St. Louis; and
Mark Twain Bank, Ladue, Missouri -- report on
competitive factors.
Submitted, April 8, 1997.

Chicago Metrobank-Illinois, National Association, East
Moline, Illinois, proposed merger with Metrobank,
National Association, Davenport, Iowa -- report on

competitive factors.
Submitted, April 8, 1997.

Chicago Midwest Bank of Freeport, Freeport, Illinois,
proposed merger with Republic Bank of Freeport --
report on competitive factors.

Submitted, April 8, 1997.

Boston Naugatuck Valley Savings and Loan Association,
Naugatuck, Connecticut, proposed purchase of
certain assets and assumption of certain
liabilities of one branch of First Union Bank of
Connecticut, Beacon Falls, Connecticut -- report on
competitive factors.

Submitted, April 8, 1997.



Federal Reserve Bank of Richmond

Section V - Availability of CRA Public Evaluations

Week ending April 11, 1997

finiti £ Rati

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

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

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

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

RSSD Examination
Number Name_of Bank Rating ——Date __

753324 Bank of Clarke County
2 East Main Street
Berryville, Virginia 22611-0391 1-27-97 Outstanding



H.2 ADDITIONS AND CORRECTIONS
APRIL 7, 1997 TO APRIL 11, 1997
PAGE 9

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

BANK BRANCHES, DOMESTIC

Chicago NBD Bank, Detroit, Michigan -- to establish a branch
at 9850 Telegraph Road, Taylor, Michigan.
Approved, April 4, 1997.

Chicago NBD Bank, Detroit, Michigan -- to establish a branch
at 22332 Nine Mile Road, St. Clair Shores,
Michigan.

Approved, April 4, 1997.

RESERVE BANK SERVICES

Director, FRBO Federal Reserve Bank of Cleveland -- to offer
commercial check image capture products at the
Cincinnati Branch.
Approved, April 4, 1997.



Comment Period

Type Application Ending Date

Merger & Branch Citizens Bank NP - **
Flint, Michigan
City Bank and Trust Company
Jackson, Michigan
City Bank
St. Johns, Michigan
CB North
Charlevoix, Michigan
and to establish 33 branches

Branch Old Kent Bank NP - 4-28-97
Grand Rapids, Michigan
to establish a mobile branch

Branch Bank of Illinois in Normal NP - 4-22-97
Normal, Illinois
to establish a branch at 403 North Veterans Parkway
Bloomington, Illinois

Member NorthSide Community Bank NP - 4-10-97
Gurnee, Illinois
To become a member of the Federal Reserve System.

NP - Newspaper
FR - Federal Register

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



ANNOUNCEMENT H.2, 1997, No. 15
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 April 12, 1997

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

TESTIMONY AND STATEMENTS

Efforts to clarify and reform the regulation of
derivatives contracts under the Commodity Exchange
Act -- statement by Governor Phillips before the
Subcommittee on Risk Management and Specialty Crops
of the House Committee on Agriculture, April 15,
1997.

Authorized, April 9, 1997.

BANK HOLDING COMPANIES

Stichting Prioriteit ABN AMRO Holding, Amsterdam, The
Netherlands, Stichting Administratienkantoor, ABN
AMRO Holding; ABN AMRO Holding N.V.; ABN AMRO Bank
N.V., and ABN AMRO North America, Inc., Chicago,
Illinois -- to acquire Standard Federal
Bancorporation, Inc., Troy, Michigan, and Standard
Brokerage Services, Inc., and engage in operating a
savings and loan association and provide securities
brokerage services. —

Permitted, April 9, 1997.

Report of Medium-Term Note Issuance (FR 2600m, gq, and
s)}-- extension, without revision.
Approved, April 9, 1997.

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

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

BANK BRANCHES, DOMESTIC

Secretary Bank of Boulder, Boulder, Colorade -- to establish a
mobile branch in Boulder County.
Approved, April 9, 1997.

Richmond F & M Bank-Northern Virginia, Fairfax, Virginia -- to
establish a branch at 440 Maple Avenue East,
Vienna, Virginia.
Approved, April 10, 1997.



FEDERAL RESERVE BANK OF NEW YORK

Comment Period

—Ending Date
SECTION 1
Applications Subject to Newspaper
otice On!

None.

SECTION II

Applications Subject to Both
Newspaper and Federal Register Notice

None.

SECTION III

Nonbanking Applications

None.

SECTION IV

Applications Not Involving
Public Comment

The Chase Manhattan Corporation, New York, New York, and
Mellon Bank Corporation, Pittsburgh, Pennsylvania, to acquire
through ChaseMellon, LLC, Ridgefield Park, New Jersey,

the stock transfer business of Boatmen’s Trust Company,

St. Louis, Missouri.

SECTION V
Availability of CRA Public Evaluations

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.



SECTION VI_- APPLICATIONS BULLETIN

Effective April 21, 1997, information regarding the comment periods associated
with applications and notice submitted to the Federal Reserve Bank of Boston
for processing under section 3 and 4(c) (8) of the Bank Holding Company Act of
1956, as amended, will be available 24 hours a day by calling the following
toll-free number 1-800-896-9480.

*Subject to CRA.

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



FEDERAL RESERVE BANK OF ST. LOUIS

FOR THE WEEK ENDING April 11, 1997

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.

Bank RSSD Name of Bank Bank Address Examination Examination
Number Date Rating
None



Federal Reserve Bank of St. Louis

FOR THE WEEK ENDING APRIL 11, 1997

Application End of Comment Period

Change in control notification involving

First Cecilian Bancorp, Inc., Cecilia,

Kentucky, by C. Peter Mahurin and

Dixie C. Mahurin. N/A

Change in control notification involving
Mountain Home Bancshares, Inc.,
Mountain Home, Arkansas, by Coffman

Family LLC, Harrison, Arkansas. N/A
Ill - APP’ T FED)
Application End of Comment Period
None.
‘TI - ‘AT FED) L RE T
R PAPER NOTICE
Application nd of Peri

None.



H.2
APRIL 7, 1997 TO APRIL 11, 1997
PAGE 8

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

MEMBERSHIP

Chicago Heritage Bank & Trust, Racine, Wisconsin -- to become
a member of the Federal Reserve System.
Approved, April 11, 1997.

RESERVE BANK OPERATIONS
Director, FRBO Federal Reserve Bank of Chicago -- to purchase check

processing hardware and software.
Approved, April 11, 1997.



Federal Rese: tlanta
Applications Bulletin for Week Ending Apri ‘7

ction 10 - ilability of Li luati

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 institutionhas 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.

Bank CRA Rati Examination D

None.



SECTION II] - APPLICATIONS SUBJECT TO FEDERAL REGISTER
NOTICE ONLY

APPLICATION NOTICE EXP

None.

ECT - APP! T_SUB. FED! IST TT
PAPE! ICE

APPLICATION

None.

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



TON V_- AVAILABILITY OF CRA PI ALUATION
FOR I 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 Cl in

None.



3(a3)

3¢a)3)

3@)G)

3(a)(3)

3@)G)

F & M Bancorporation, Inc.*
Kaukauna, Wisconsin
Citizens National Bancorp, Inc.
Darlington, Wisconsin
Citizens National Bank of Darlington
Darlington, Wisconsin

F & M Merger Corporation*
Kaukauna, Wisconsin
Citizens National Bancorp, Inc.
Darlington, Wisconsin
Citizens National Bank of Darlington
Darlington, Wisconsin

F & M Bancorporation, Inc.*
Kaukauna, Wisconsin
Wisconsin Ban Corp.
Prairie du Chien, Wisconsin
Prairie City Bank
Prairie du Chien, Wisconsin

F & M Merger Corporation*
Kaukauna, Wisconsin
Wisconsin Ban Corp.
Prairie du Chien, Wisconsin
Prairie City Bank
Prairie du Chien, Wisconsin

County Bancorporation*
Crawfordsville, lowa

Hiawatha Bank and Trust Company (in organization)

Hiawatha, lowa

FR - #*
NP - #*

FR - **
NP- **


H.2

APRIL 7, 1997 TO APRIL 11, 1997

PAGE 4

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

CHANGE IN BANK CONTROL

Atlanta

Coastal Commerce Bancshares, Inc., Kaplan,
Louisiana -- change in bank control.
Permitted, April 10, 1997.

COMPETITIVE FACTORS REPORTS

Richmond

San Francisco

Richmond

Dallas

Chicago

Minneapolis

Chicago

American Federal Interim Savings Bank, FSB,
Greenville, South Carolina, proposed merger with
American Federal Bank, FSB -- report on competitive
factors.

Submitted, April 7, 1997.

American First National Bank, Everett, Washington,
proposed merger with Cascade Bank, A Federally
Chartered Savings Bank -- report on competitive
factors.

Submitted, April 11, 1997.

BUCS Federal, Owings Mill, Maryland, proposed merger
with BUCS Federal Credit Union -- report on
competitive factors.

Submitted, April 7, 1997.

Coastal Banc, S.S.B., Houston, Texas, proposed
acquisition of the assets and assumption of the
liabilities of the branch of Wells Fargo Bank
(Texas), N.A., Houston at 441 Austin Avenue, Port
Arthur, Texas -- report on competitive factors.

Submitted, April 8, 1997.

Community Bank of Muscatine, Muscatine, Iowa,
proposed merger with Peoples Bank of Columbus
Junction, Columbus Junction, Iowa -- report on
competitive factors.

Submitted, April 8, 1997.

Farmers State Bank, Maine, South Dakota, proposed

merger with First State Bank, Bridgewater, South

Dakota -- report on competitive factors.
Submitted, April 8, 1997.

First Bank of the Americas, S.S.B., Chicago,
Illinois, proposed merger with Interim First Bank -
- report on competitive factors.

Submitted, April 8, 1997.



FEDERAL RESERVE BANK OF PHILADELPHIA

TI - A’ LT iL,

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 April 11, 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.

Premier Bank 12/02/96 Satisfactory
379 N. Main Street
Doylestown, PA 18901-0818



AVAILABILITY OF CRA PUBLIC EVALUATIONS
(April 11, 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 April 11, 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.

NONE



H.2
APRIL 7, 1997 TO APRIL 11, 1997
PAGE 3

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

BANK HOLDING COMPANIES

Boston National Bank of Greece, Athens, Greece -- to
continue to engage in acquiring and servicing loans
and leases.

Permitted, April 11, 1997.

Secretary PNC Bank Corporation, Pittsburgh, Pennsylvania -- to
establish PNC GPI, Inc. Wilmington, Delaware, that
will serve as general partner to private investment
limited partnerships.

Permitted, April 7, 1997.

Philadelphia USABancShares, Inc., Philadelphia, Pennsylvania -- to
engage in brokerage activities through the
acquisition of The Knox Financial Services Group,
Inc.

Permitted, April 9, 1997.

Philadelphia USABancShares, Inc., Philadelphia, Pennsylvania -- to
acquire up to 6.0 percent of the shares of Regent
Bancshares Corp.
Approved, April 10, 1997.

Kansas City Wauneta Falls Bancorp, Inc., Wauneta, Nebraska -- to
acquire Ogallala National Bank, Ogallala, Nebraska.
Approved, April 7, 1997.
BANK PREMISES
Kansas City First State Bank, Taos, New Mexico -- investment in
bank premises.

Approved, April 7, 1997.

CAPITAL STOCK

Minneapolis First Integrity Bancorporation, Inc., Staples,
Minnesota -- redemption of shares.
Approved, April 9, 1997.



FEDERAL RESERVE BANK OF DALLAS APPLICATIONS BULLETIN
APPLICATIONS AND NOTIFICATIONS FILED DURING THE WEEK OF APRIL 7, 1997

SECTION I_- APPLICATIONS SUBJECT TO NEWSPAPER
NOTICE ONLY

APPLICATION NOTICE EXP

*Section 9 Application by

United Central Bank, Garland, TX

to establish a branch at

1611 Gessner, Houston, TX 77080 04-22-97

IN -_APPLICAT. BJECT Ti H
RA DERA ER_NOT

APPLICATION ** NOTICE EXP

*Section 3(a)(1) application by

Buffalo Bancorp. Inc., Buffalo, TX,

to acquire Buffalo Corporation, Dover, DE, and

Citizens State Bank, Buffalo, TX N/A

*Section 3(a)(1) application by
Buffalo Corporation, Dover, DE
to acquire Citizens State Bank, Buffalo, TX N/A

Change in Control Notice by

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

only notificant, to acquire an interest in

Morris County Bankshares, Inc., Naples, TX N/A

Change in Control Notice by

Dolph Briscoe, Jr., Uvalde, TX,

only notificant, to acquire an interest in

Zavala Bankshares, Inc., Crystal City, TX 04-23-97
(Previously reported during the week of 03-17-97)

Change in Control Notice by

Richard E. Lane, San Antonio, TX,

et al, to acquire an interest in

South Texas Capital Group, Inc., San Antonio, TX N/A



Federal Reserve Bank of Chicago

1 - i
Register Noti
Comment Period
3(a)(1) CH and JD Byrum, LLC* FR - 4-14-97
Indianapolis, Indiana NP - 3-26-97

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

3(a)(3) National Canton Bancshares, Inc.* FR - 4-18-97
Canton, Illinois NP - 4-13-97
Sturm Investment, Inc.
Denver, Colorado
Union National Bank of Macomb
Macomb, Illinois

3(a)(3) Old Second Bancorp, Inc.* FR - 4-4-97
Aurora, Illinois NP - 4-14-97
Maple Park Bancshares, Inc.
Maple Park, Illinois
First State Bank of Maple Park
Maple Park, Illinois

CoC-HC Osceola Bancorporation FR - 4-16-97
Osceola, Iowa NP - **
By Denis L. And Sandra Kale

3(a)(3) Parkway Bancorp, Inc.* FR - 4-21-97
Harwood Heights, Illinois NP - 4-20-97
Jefferson Holding Corp.
Chicago, Illinois
Jefferson State Bank
Chicago, Illinois
COoc-HC Leighton Investment Company FR - 4-11-97
Leighton, Iowa NP - 4-26-97
By Helen Glending and Harold A. and Ethel R. DeBruin
3¢a)(1) Bando McGlocklin Capital Corporation* FR - 4-7-97
Pewaukee, Wisconsin NP - 4-7-97

InvestorsBank (in organization)
Pewaukee, Wisconsin



H.2
APRIL 7, 1997 TO APRIL 11, 1997
PAGE 2

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

BANK BRANCHES, DOMESTIC

Cleveland Fifth Third Bank, Cincinnati, Ohio -- to establish
the Ferguson Road Bank Mart at 2310 Ferguson Road.
Approved, April 11, 1997.

St. Louis Fifth Third Bank of Kentucky, Inc., Louisville,
Kentucky -~ to establish a branch at 1830 New
Blankenbaker Road.
Approved, April 9, 1997.

Cleveland Ohio Bank, Findlay, Ohio -- to operate a mobile
branch service throughout the Franklin County,
Ohio, area.
Approved, April 8, 1997.

Chicago Old Kent Bank, Grand Rapids, Michigan -- to establish
a branch at 102 South Lake Street, Boyne City,
Michigan.

Approved, April 7, 1997.

Dallas State Bank of Texas, Houston, Texas -- to establish a
branch at 13023 Murphy Road, Stafford, Texas.
Approved, April 11, 1997.

BANK HOLDING COMPANIES

San Francisco AMB Financial Services Corporation, Bainbridge,
Island, Washington -- to acquire Marine Bank.
Approved, April 9, 1997.

Atlanta Decatur First Bank Group, Inc., Decatur, Georgia --
to acquire Decatur First Bank.
Approved, April 9, 1997.

Chicago IBC Bancorp, Inc., Chicago, Illinois -- to acquire
International Bank of Chicago.
Approved, April 9, 1997.

New York Ironbound Bankcorp, NJ, Newark, New Jersey ~-- to
acquire Ironbound Bank.
Permitted, April 9, 1997.



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section V - Availability of
CRA Public Evaluations
week ending April 11, 1997

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 RATING

NONE.



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 4/11/97

Section V - Availability of CRA Public E .

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

Instituti Locati Examination D Rating*

None

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

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 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.



Type
4()(8)

NONE

Federal Reserve Bank of Chicago

Section III - Applications Subject to Federal Regi

Notice Onl
Comment Period
ae Ending D
Bando McGlocklin Capital Corporation FR - 4-7-97

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



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.

ek ins il 1 7
NA F BANK RATING 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 Register notice.

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



APPLICATIONS BULLETIN
(For the week ending April 12, 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)(1) application from PHS Bancorp, M.H.C., *F; May 1, 1997
Beaver Falls, PA on March 28, 1997, to acquire up to

51 percent of the outstanding voting shares of Peoples Home

Savings Bank, Beaver Falls, PA.

SECTION II - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY
NONE

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

Notice filed by Mellon Bank Corporation, Pittsburgh, PA and Chase Manhattan Corporation,
New York, NY on May 8, 1997, of their intent to acquire certain assets compromising the stock
transfer business of Boatmen’s Trust Company, through ChaseMellon Shareholder Services,
L.L.C., a wholly-owned subsidiary.

* ~ Subject to CRA

N - Newspaper Comment Period

F - Federal Register Comment Period

# - Expected to End 30 Days from Date of Receipt