Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 8

Week Ending February 21, 2004

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions February 15, 2004 to February 21, 2004

Board Operations

Labor Relations Panels -- reappointment of Richard Bloch to the Federal Reserve 

System's two labor relations panels.

- Approved, February 17, 2004 

(AC) = Addition or Correction Board - Page 1 of 1
February 15, 2004 to February 21, 2004

BS&R

C&CA

FOMC

RBOPS

IF

OSDM

Banking Supervision and Regulation

Consumer and Community Affairs

Federal Open Market Committee

Reserve Bank Operations and Payment Systems

International Finance

Office of Staff Director for Management

H.2 Actions under delegated authority

Bank Branches, Domestic

1st United Bank, North Palm Beach, Florida -- to establish branches at 215 South Olive 

Avenue, West Palm Beach, and 307 Evernia Street.

- Approved, February 19, 2004 

Secretary

Comerica Bank, Detroit, Michigan -- to establish a branch at 2321 Rosecrans Avenue, El 

Segundo, California.

- Approved, February 20, 2004 

Chicago

East Penn Bank, Emmaus, Pennsylvania -- to establish a branch at 18 South Second 

Street, Borough of Emmaus.

- Approved, February 17, 2004 

Philadelphia

First Bank, St. Louis, Missouri -- to establish a branch at 2462 Taylor Road, Wildwood.

- Approved, February 20, 2004 

St. Louis

JPMorgan Chase Bank, New York, New York -- to establish a branch at 55 West 

Palisade Avenue, Englewood, New Jersey.

- Approved, February 19, 2004 

New York

PlainsCapital Bank, Lubbock, Texas -- to establish a mobile branch to provide depositrelated services in its Potter and Randall Counties market area.

- Approved, February 18, 2004 

Dallas

Red River Bank, Alexandria, Louisiana -- to establish a branch at 600 Jackson Street.

- Approved, February 19, 2004 

Atlanta

(AC) = Addition or Correction Delegated - Page 1 of 7
H.2 Actions under delegated authority February 15, 2004 to February 21, 2004

Bank Branches, Domestic

SunTrust Bank, Atlanta, Georgia -- to establish a branch at Highway 92 and 

Hardscrabble Road, Roswell.

- Approved, February 19, 2004 

Atlanta

SunTrust Bank, Atlanta, Georgia -- to establish branches at 7648 Arundel Mills 

Boulevard, Hanover, Maryland, and 1250 U Street, Northwest, Washington, D.C.

- Approved, February 20, 2004 

Atlanta

Bank Holding Companies

BB&T Corporation, Winston-Salem, North Carolina -- to acquire Republic Bancshares, 

Inc., St. Petersburg, Florida, and Republic Bank.

- Approved, February 19, 2004 

Secretary

Capitol Bancorp, Ltd., Lansing, Michigan -- to acquire First Carolina State Bank, Rocky 

Mount, North Carolina.

- Approved, February 20, 2004 

Chicago

Central Banking Services, Inc., St. Cloud, Minnesota -- to acquire St. Joseph 

Bancshares, Inc., St. Joseph, and First State Bank of St. Joseph.

- Withdrawn, February 18, 2004 

Minneapolis

KeyCorp, Cleveland, Ohio -- to retain and expand its community development 

investments.

- Approved, February 17, 2004 

Cleveland

Pine River Bank Corp., Bayfield, Colorado -- to acquire First National Bank of Lake 

City & Creede, Lake City.

- Approved, February 17, 2004 

Kansas City

(AC) = Addition or Correction Delegated - Page 2 of 7
H.2 Actions under delegated authority February 15, 2004 to February 21, 2004

Bank Holding Companies

Ponkapoag Bancorp, MHC, Canton, Massachusetts, and Massapoag Bancorp, Inc. -- 

to become a mutual holding company and a stock bank holding company, respectively, 

through the acquisition of The Canton Institution for Savings and The Bank of Canton as 

part of a corporate reorganization.

- Approved, February 20, 2004 

Boston

Treaty Oak Holdings, Inc., Austin, Texas, and Treaty Oak Bancorp, Inc. -- to become 

bank holding companies through the acquisition of Texline State Bank, Texline.

- Approved, February 19, 2004 

Dallas

Bank Mergers

Adams Bank & Trust, Ogallala, Nebraska -- to merge with Vista Bank, Colorado 

Springs, Colorado, and thereby establish branches.

- Approved, February 20, 2004 

Kansas City

Bank of Tazewell County, Tazewell, Virginia -- to purchase certain assets and assume 

certain liabilities of the Richlands branch of FNB Southeast, Reidsville, North Carolina.

- Approved, February 18, 2004 

Secretary

Capital City Bank, Tallahassee, Florida -- to merge with Quincy State Bank, Quincy, and 

thereby establish a branch; and waiver of application for its parent holding company, 

Capital City Bank Group, Tallahassee, to acquire Quincy State Bank in connection with 

the merger.

- Approved, February 19, 2004 

Secretary

United Security Bank, Fresno, California -- to merge with Taft National Bank, Taft, and 

to acquire two branches.

- Approved, February 19, 2004 

San Francisco

(AC) = Addition or Correction Delegated - Page 3 of 7
H.2 Actions under delegated authority February 15, 2004 to February 21, 2004

Change In Bank Control

ACME Holding Company, Inc., Mulberry, Arkansas -- change in bank control.

- Permitted, February 20, 2004 

St. Louis

Cleo Bancshares, Inc., Cleo Springs, Oklahoma -- change in bank control.

- Permitted, February 20, 2004 

Kansas City

First Norton Corporation, Norton, Kansas -- change in bank control.

- Permitted, February 19, 2004 

Kansas City

Hazelton Bancshares, Inc., Hazelton, Kansas -- change in bank control.

- Permitted, February 20, 2004 

Kansas City

Maxlou Bancshares, Inc., Tahlequah, Oklahoma -- change in bank control.

- Permitted, February 18, 2004 

Kansas City

Meno Bancshares, Inc., Alva, Oklahoma -- change in bank control.

- Permitted, February 20, 2004 

Kansas City

Competitive Factors Reports

Bank Star of the BootHeel, Steele, Missouri -- report on competitive factors of the 

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

Caruthersville branch of Montgomery First National Bank, Sikeston.

- Submitted, February 17, 2004 

St. Louis

Banknorth, National Association, Portland, Maine -- report on competitive factors of the 

proposed merger with Cape Cod Bank and Trust Company, Hyaniss, Massachusetts.

- Submitted, February 17, 2004 

Boston

(AC) = Addition or Correction Delegated - Page 4 of 7
H.2 Actions under delegated authority February 15, 2004 to February 21, 2004

Competitive Factors Reports

Community State Bank, Houston, Texas -- report on competitive factors of the proposed 

acquisition of a branch of First Community Bank, N.A. to be located in San Antonio.

- Submitted, February 19, 2004 

Dallas

Compass Bank for Savings, New Bedford, Massachusetts -- report on competitive 

factors of the proposed merger with Abington Savings Bank, Abington.

- Submitted, February 18, 2004 

Boston

The Denison State Bank, Holton, Kansas -- report on competitive factors of the 

proposed purchase of certain assets and assumption of certain liabilities of Countryside 

Bank, Meriden.

- Submitted, February 18, 2004 

Kansas City

Exchange State Bank of Hills, Hills, Minnesota -- report on competitive factors of the 

proposed merger with Ellsworth State Bank, Ellsworth.

- Submitted, February 17, 2004 

Minneapolis

The First National Bank of Ipswich, Ipswich, Massachusetts -- report on competitive 

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

the Cambridge branch of Atlantic Bank of New York, New York, New York.

- Submitted, February 17, 2004 

Boston

First Southwest Bank, Alamosa, Colorado -- report on competitive factors of the 

proposed purchase of certain assets and assumption of certain liabilities of the Alamosa, 

Alamosa/WalMart, Center, Saguache, Del Norte, and Pagosa Springs branches of 

Vectra Bank, N.A., Farmington, New Mexico.

- Submitted, February 17, 2004 

Kansas City

(AC) = Addition or Correction Delegated - Page 5 of 7
H.2 Actions under delegated authority February 15, 2004 to February 21, 2004

Competitive Factors Reports

FirstBank, FSB, Clovis, New Mexico -- report on competitive factors of the proposed 

purchase of certain assets and assumption of certain liabilities of two Las Cruces branches 

of Matrix Capital Bank, Denver, Colorado.

- Submitted, February 18, 2004 

Kansas City

Katy Bank, National Association, Katy, Texas -- report on competitive factors of the 

proposed merger with Tradition Interim Bank, N.A., Houston.

- Submitted, February 19, 2004 

Dallas

North Fork Bank, Mattituck, New York -- report on competitive factors of the 

proposed merger with The Trust Company of New Jersey, Jersey City, New Jersey.

- Submitted, February 19, 2004 

New York

UMB Bank, National Association, Kansas City, Missouri -- report on competitive 

factors of the proposed merger with UMB USA, Falls City, Nebraska.

- Submitted, February 17, 2004 

Kansas City

Extensions Of Time

Citizens Bancshares, Inc., ESOP, Edmond, Oklahoma -- extension to May 19, 2004, to 

acquire shares of Citizens Bancshares, Inc.

- Granted, February 19, 2004 

Kansas City

Danran Holdings Ltd., Tel Aviv, Israel; Shamdar Holdings Ltd.; Elran (D.D.) Investments 

Ltd.; and Elran (D.D.) Holdings Ltd. -- extension to March 13, 2004, to become bank 

holding companies through the acquisition of control of Signature Bank, New York, New 

York, and to engage in certain nonbanking activities.

- Granted, February 18, 2004 

New York

(AC) = Addition or Correction Delegated - Page 6 of 7
H.2 Actions under delegated authority February 15, 2004 to February 21, 2004

Extensions Of Time

Total Bancshares Corporation, Miami, Florida -- extension to May 28, 2004, to become 

a bank holding company through the acquisition of TotalBank.

- Granted, February 18, 2004 

Atlanta

Financial Holding Companies

Frederick County Bancorp, Inc., Frederick, Maryland -- election to become a financial 

holding company.

- Effective, February 18, 2004 

Richmond

Myers Bancshares, Inc., Alva, Oklahoma -- election to become a financial holding 

company.

- Effective, February 19, 2004 

Kansas City

Warren Bancorp, Inc., Warren, Michigan -- election to become a financial holding 

company.

- Effective, February 19, 2004 

Chicago

International Operations

Banco Santander Central Hispano International, Miami, Florida -- to amend its articles of 

association to change its name to Banco Santander International.

- Approved, February 19, 2004 

New York

Membership

Trustmark National Bank, Jackson, Mississippi -- membership in the Federal Reserve 

System on conversion to a state-chartered bank, to be known as Trustmark Bank.

- Withdrawn, February 19, 2004 

Atlanta

(AC) = Addition or Correction Delegated - Page 7 of 7
District 1

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, February 21, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(1) & 4(c)(8) Webster Financial Corporation, Waterbury, Connecticut - to 

acquire 100% of the voting shares of Webster Bank, National 

Association and Webster D&P Holdings, Inc. (Holdings), both 

of Waterbury, Connecticut, and through Holdings, 73.6% of 

Duff & Phelps, LLC and its wholly-owned subsidiary, Duff & 

Phelps Securities, LLC, both of Chicago, Illinois

Newspaper - N/Avail 

Fed Reg – 03/19/2004

3(a)(5) Salisbury Bancorp, Inc., Lakeville, Connecticut - notification to 

acquire 100% of the common shares of Canaan National 

Bancorp, Inc., North Canaan, Connecticut

Newspaper - N/Avail 

Fed Reg – N/Avail

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for 2nd Quarter of 2004

Institution Location

None
District 2

Federal Reserve Bank of New York

Applications and notifications filed during the week ending Saturday, February 21, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch JP Morgan Chase Bank, New York, New York, to establish a 

branch office at 2334 New Hyde Park Road, New Hyde Park, 

New York.

Newspaper – 03/14/2004

Branch JP Morgan Chase Bank, New York, New York, to establish a 

branch office at 16-18 Nassau Street, Princeton, New Jersey.

Newspaper – 03/14/2004

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

Investment Citibank, N.A. and Citibank Overseas Investment Corporation, 

specific consent to make an investment in excess of the 

individual and 12 month rolling aggregate limits under Section 

211.9(b)(2) and (6) of Regulation K, in connection with the 

acquisition of KorAm Bank, Seoul, Korea.
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 3

Federal Reserve Bank of Philadelphia

Applications and notifications filed during the week ending Saturday, February 21, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) Equity Bank, Marlton, NJ, to acquire Patriot Bank, 

Pottstown, PA.

Newspaper – 03/22/2004

3(a)(1)RN FSB Mutual Holding, Inc.,Perkasie, PA and FSB 

Bankshares Corporation each to become a bank holding 

company in connection with the reorganization of First 

Savings Bank of Perkasie, PA, to change from a state 

chartered mutual savings bank into a state chartered stock 

savings bank.

Newspaper – 03/19/2004

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 4

Federal Reserve Bank of Cleveland

Applications and notifications filed during the week ending Saturday, February 21, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

*Branch Community Trust Bank, Inc., Pikeville, Kentucky, to establish 

branches at 545 Walnut Meadow Road, Berea, Ohio and 1700 

Leestown Road, Lexington, Kentucky.

Newspaper - 01/24/2004

*Branch Sky Bank, Salineville, Ohio, to establish branch facilities at 406 

Granville Street, Gahanna, Ohio, and 650 Smithfield Street, 

Pittsburgh, Pennsylvania.

Newspaper - 02/18/2004

*Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

*4(c)(8) Application by First Commonwealth Financial Corporation, 

Indiana, Pennsylvania, to acquire GA Financial, Inc., Pittsburgh, 

Pennsylvania.

Newspaper - 03/04/2004

Fed Reg - 03/08/2004

*3(a)(5) & 4(c)(8) National City Corporation, Cleveland, Ohio, to acquire 100 

percent of Provident Financial Group, Inc., Cincinnati, Ohio, 

and thereby indirectly acquire Provident Bank, Cincinnati, Ohio.

Newspaper - N/Avail 

Fed Reg - N/Avail

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

Other Foreign PNC Bank International, Pittsburgh, Pennsylvania, seeks a 20-

year extension of its corporate existence in accordance with 

section 25A(20) of the Federal Reserve Act.

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, February 21, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch The Bank of Marion, Marion, Virginia, to establish a branch at 

101 East Main Street, Marion, Virginia.*

Newspaper – 03/01/2004

Branch RBC Centura Bank, Rocky Mount, North Carolina, to establish 

a branch at 1700 East Mitchell Hammock Road, Oviedo, 

Florida.* 

Newspaper – 03/05/2004 

Branch Monarch Bank, Chesapeake, Virginia, to establish a branch at 

318 W. 21st Street, Norfolk, Virginia.*

Newspaper – 03/06/2004

*Subject to the provisions of the Community Reinvestment Act.

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week ending Saturday, February 21, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Regions Bank, Birmingham, Alabama, to establish a branch 

located at 1114 Lost Creek Boulevard, Suite 100, Austin, 

Texas.*

Newspaper – N/Avail

Branch SouthTrust Bank, Birmingham, Alabama, to establish a branch 

located at 808 Travis, Suite 110, Houston, Texas.*

Newspaper – 02/27/2004

Branch SouthTrust Bank, Birmingham, Alabama, to establish a branch 

located at 610 West Loop South, Houston, Texas.*

Newspaper – 02/27/2004

Branch SouthTrust Bank, Birmingham, Alabama, to establish a branch 

located at the intersection of Highway 249 and Northpointe 

Boulevard, Houston, Texas.*

Newspaper – 02/27/2004

Branch SouthTrust Bank, Birmingham, Alabama, to establish a branch 

located at the intersection of Holly Hill and Research Forest 

Drive, Woodlands, Texas.*

Newspaper – 02/27/2004

Branch SouthTrust Bank, Birmingham, Alabama, to establish a branch 

located at 1720 Highway 6, Sugarland, Texas.*

Newspaper – 02/27/2004

*Subject to provisions of the Community Reinvestment Act

Section II – Applications subject to both news paper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(1) New Horizons Bancshares, Inc., East Ellijay, Georgia, to 

become a bank holding company by acquiring 100 percent of the 

outstanding shares of New Horizons Bank, East Ellijay, Georgia 

(in organization).*

Newspaper – 03/13/2004

Fed Reg – 03/08/2004

3(a)(3) Synovus Financial Corp., Columbus, Georgia, to acquire 100 

percent of the outstanding shares of Trust One Bank, Memphis, 

Tennessee.*

Newspaper – N/Avail

Fed Reg – 03/03/2004
Section II – Applications subject to both news paper and Federal Register notice

Type Application

Ending date of

comment period

CIC Southern National Corporation, Andalusia, Alabama, after-thefact change in control notice by Catherine Dixon Roland, to 

retain 13.6 percent of the outstanding shares of Southern 

National Corporation, and its subsidiary, Covington County 

Bank, both of Andalusia, Alabama.

Newspaper – 03/04/2004

Fed Reg – 03/03/2004

*Subject to provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Firstrust Corporation, New Orleans, Louisiana, after-the-fact 

notice to acquire FBT Advisors, Inc., New Orleans, Louisiana, 

and thereby engage in financial and investment advisory 

activities.

Fed Reg – 03/08/2004

4(c)(8) Firstrust Corporation, New Orleans, Louisiana, after-the-fact 

notice to acquire FBT Investments, Inc., New Orleans, 

Louisiana, and thereby engage in agency transactional services 

for customer investments.

Fed Reg – 03/08/2004

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 7

Federal Reserve Bank of Chicago

Applications and notifications filed during the week ending Saturday, February 21, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

CIC Notice by John R. Barlow, Mound, Minnesota and Cinda Mae 

Classon, Dows, Iowa, to each retain 26.16 percent of the voting 

shares of Barlow Banking Corporation, Iowa Falls, Iowa, and 

thereby indirectly acquire Iowa Falls State Bank, Iowa Falls, 

Iowa.

Fed Reg – 03/04/2004

Newspaper – N/Avail

3(a)(1) LDF, Inc., Chicago, Illinois, to become a bank holding company 

through the acquisition of 100 percent of the voting shares of 

Labe Bank, Chicago, Illinois.*

Fed Reg – N/Avail

Newspaper – N/Avail

CIC Notice by Gregory T. Darga, Verona, Wisconsin, Jack D. 

Heding, Hillsboro, Wisconsin, Robert L. Hart, Elroy, Wisconsin, 

and Richard G. Busch, Gays Mills, Wisconsin, to acquire, as a 

group acting in concert, 29.18 percent of the voting shares of 

Royal Bancshares, Inc., Elroy, Wisconsin, and thereby indirectly 

acquire additional shares of Royal Bank, Elroy, Wisconsin.

Fed Reg – N/Avail

Newspaper – N/Avail

CIC Notice by John E. Gorman, Hinsdale, Illinois and Gary L. Svec, 

Naperville, Illlinois, to acquire up to 100 percent of the voting 

shares of Strategic Capital Bancorp, Inc., Champaign, Illinois, 

and thereby indirectly acquire Strategic Capital Bank, 

Champaign, Illinois.

Fed Reg – N/Avail

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 8

Federal Reserve Bank of St. Louis

Applications and notifications filed during the week ending Saturday, February 21, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Arvest Bank, Fayetteville, Arkansas, to establish a branch 

facility to be located at 4302 West Olive Street, Rogers, 

Arkansas.*

Newspaper – 03/01/2004

Branch Arvest Bank, Fayetteville, Arkansas, to establish a branch 

facility to be located at 10615 East 81st Street, Tulsa, 

Oklahoma.*

Newspaper – 03/03/2004

Branch Belgrade State Bank, Belgrade, Missouri, to establish a drive-up 

branch facility at 801 East High, Potosi, Missouri.*

Newspaper – 03/05/2004

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3A1 Bancorp IV, Inc., Stilwell, Kansas, to become a bank holding 

company by acquiring 100 percent of Bank of Montgomery 

County, Wellsville, Missouri. (Previously submitted during the 

week ending February 14, 2004.)*

Newspaper – 03/18/2004

Fed Reg – 03/19/2004

3A3 Bank of the Ozarks, Inc., Little Rock, Arkansas, to acquire 100 

percent of Sun Bank, Sunray, Texas. (Previously submitted 

during the week ending February 14, 2004.)*

Newspaper – 03/16/2004

Fed Reg – 03/19/2004

3A3 Security Bancorp of Tennessee, Inc., Halls, Tennessee, to 

acquire 44.93 percent of Patriot of Tennessee Corporation, 

Millington, Tennessee, and thereby indirectly acquire Patriot 

Bank, Millington, Tennessee. (Previously submitted during the 

week ending February 14, 2004.)*

Newspaper – 03/11/2004

Fed Reg – 03/19/2004

* Subject to the provisions of the Community Reinvestment Act
Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None
Section VI – CRA examinations scheduled for 2nd Quarter of 2004

Institution Location

Arvest Bank Fayetteville, Arkansas

First State Bank of Dongola Dongola, Illinois

Fayette County Bank St. Elmo, Illinois

Scott County State Bank Scottsburg, Indiana

First Bank Creve Coeur, Missouri

Century Bank of the Ozarks Gainesville, Missouri

Bank of Hillsboro Hillsboro, Missouri

Exchange Bank of Northeast Missouri Kahoka, Missouri

Bank of Cairo and Moberly Moberly, Missouri

Legacy Bank and Trust Plato, Missouri

Southern Commercial St. Louis, Missouri

First State Bank of St. Robert St. Robert, Missouri

The inclusion on the list of institutions that are scheduled to undergo CRA examinations in the next calendar 

quarter is not determinative of whether the institution will be examined in that quarter. Reserve Banks may need 

to defer a planned examination or conduct an unforeseen examination because of scheduling difficulties or other 

circumstances.
District 9

Federal Reserve Bank of Minneapolis

Applications and notifications filed during the week ending Saturday, February 21, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Dacotah Bank, Aberdeen, South Dakota, to establish mobile 

branch facilities to be located in Sioux Falls, and Rapid City, 

South Dakota

Newspaper – 02/19/2004

*Subject to the provisions of the Community Reinvestment Act.

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

Type Application

Ending date of

comment period

CIC Martha A. Soter, Tucson, AZ; Fred J. Christenson, Fairfield, CT;

Molly A. Hershede, Phoenix, AZ; John W. Thomson, Sioux 

Falls, SD, individually and as trustee of the Nane A. Thomson 

Trust; Nane A. Thomson, Sioux Falls, SD; the Nane A. 

Thomson Trust, Sioux Falls, SD; James R. Thomson, 

Centerville, SD, individually and as trustee of the Sarah A. 

Thomson Trust, the Christopher Thomson Trust, the Alex B. 

Cole Trust, and the Erin T. Cole Trust; the Sarah A. Thomson 

Trust, Centerville, SD; the Christopher Thomson Trust, 

Centerville, SD; John E. Lindahl, Wayzata, MN, as trustee of the 

Sarah A. Thomson Trust, the Christopher Thomson Trust, the 

Alex B. Cole Trust, and the Erin T. Cole Trust; John L. 

Thomson, Minneapolis, MN, individually and as trustee of the 

John Lubar Thomson Trust, the Maddie C. Thomson Trust and 

the Joseph N. Thomson Trust; Kristine L. Thomson, 

Minneapolis, MN, as trustee of the John Lubar Thomson Trust, 

the Maddie C. Thomson Trust and the Joseph N. Thomson 

Trust; David J. Lubar, Milwaukee, WI, as trustee of the John 

Lubar Thomson Trust, the Maddie C. Thomson Trust and the 

Joseph N. Thomson Trust; the John Lubar Thomson Trust, 

Minneapolis, MN; the Maddie C. Thomson Trust, Minneapolis, 

MN; the Joseph N. Thomson Trust, Minneapolis, MN; Ann L. 

Cole, Sioux Falls, SD; the Alex B. Cole Trust, Centerville, SD; 

and the Erin T. Cole Trust, Centerville, SD, to acquire control of

Thomson Holdings, Inc., Centerville, South Dakota, and thereby

to indirectly acquire control of First Midwest Bank, Centerville,

South Dakota.

Fed Reg – 03/09/2004 

Newspaper – N/Avail
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(1) Pinehurst Bancorp, Inc., St. Paul, Minnesota to become a bank 

holding company by acquiring 100% of Pinehurst Bank, St. 

Paul, Minnesota, a de novo bank.*

Fed Reg – 03/03/2004 

Newspaper – 03/15/2004 

(corrected)

CIC Gerald A. Payne, LeRoy, Minnesota, to acquire control of First 

LeRoy Bancorporation Inc., LeRoy, Minnesota, and thereby 

indirectly acquire control of First State Bank of LeRoy, LeRoy, 

Minnesota.

Fed Reg – N/Avail 

Newspaper – N/Avail

3(a)(3) Forstrom Bancorporation, Inc., Clara City, Minnesota, proposes 

to acquire 100% of the voting shares of First State Agency of 

Lake Lillian, Inc., Lake Lillian, Minnesota, and thereby 

indirectly acquire First State Bank, Lake Lillian, Lake Lillian, 

Minnesota.

Fed Reg – 03/08/2004 

Newspaper – N/Avail

Subject to the provisions of the Community Reinvestment Act.

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Watford City Bancshares, Inc., Watford City, North Dakota, 

proposes to engage de novo in community development 

activities through its wholly-owned subsidiary First International

Community Development Fund, Inc., Watford City, North 

Dakota.

Fed Reg – N/Avail

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

Type Application

4(c)(8) Yellowstone Trail Bancorporation, Ipswich, South Dakota,

requests retroactive approval to acquire the insurance agency

assets from Ipswich State Bank, Ipswich, South Dakota, and

through a de novo subsidiary, YTB Insurance, Inc., Ipswich,

South Dakota, to engage in insurance agency activities in a place

with a population of less than 5,000.
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 10

Federal Reserve Bank of Kansas City

Applications and notifications filed during the week ending Saturday, February 21, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Farmers and Merchants Bank, Crescent, Oklahoma, to establish 

a branch at 2211 South Division, Guthrie, Oklahoma.

Newspaper – 03/01/2004

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

Type Application

Ending date of

comment period

CIC Notification by Robert D. Hanhardt, LaCrosse, Kansas, as 

trustee of the Hanhardt Family Trust, to acquire control of NSB 

Bancshares, Inc., parent of Nekoma State Bank, both in 

LaCrosse, Kansas. 

Newspaper – 03/03/2004

Fed Reg – 02/04/2004

CIC Notification by Robert J. Barmann, Jr. Maryville, Missouri; 

James L. Baber, Weston, Missouri; and Robert M. McGinness, 

Platte City, Missouri, to acquire control of Wells Bancshares, 

parent of Wells Bank of Platte City, both in Platte City, 

Missouri.

Newspaper – N/Avail

Fed Reg – 03/08/2004

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

Membership Five Points Bank of Hastings, Hastings, Nebraska, to become a 

member of the Federal Reserve System.
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

Investment In 

Bank Premises

Farmers and Merchants Bank, Crescent, Oklahoma, to increase 

its investment in bank premises.

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 11

Federal Reserve Bank of Dallas

Applications and notifications filed during the week ending Saturday, February 21, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch TexasBank, Fort Worth, TX, to establish a branch at 816 South 

Crowley Blvd., Crowley, TX 76036*

Newspaper – 02/28/2004

* Subject to the provisions of the Community Reinvestment Act

Section II – Applications subject to both newspaper and Federal Registe r notice

Type Application

Ending date of

comment period

CIC Ms. Dianne Jaggars Stone, Hico, TX, only notificant, to acquire 

an interest in First National Bancshares of Hico, Inc., Hico, TX

Fed Reg – 03/09/2004

Newspaper – 03/03/2004

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

491569 TexasBank

8875 Hwy 80 West

Fort Worth, Texas 76035

10/06/2003 02/21/2004 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 12

Federal Reserve Bank of San Francisco

Applications and notifications filed during the week ending Saturday, February 21, 2004

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18C Branch Hanmi Bank, Los Angeles, California, to merge with Pacific 

Union Bank, Los Angeles, California, and thereby acquire 12 

branch offices of Pacific Union Bank, all located in California .*

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for 2nd Quarter of 2004

Institution Location

None