Federal Reserve Bank of Richmond

Comment Period Ending Date
First Virginia Bank-Southwest,
Roanoke, Virginia, to merge with
First Virginia Bank - Highlands,
Covington, Virginia.* 4-28-97
ion = Appli i i fe}

Application Comment Period Ending Date
None.

i I- lil ion ri er
Application Comment Period Ending Date
None.

Section IV - Application Not Subject to
1 ister Noti ws i

None.

*Application is subject to CRA requirements.



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section V - Availability of
CRA Public Evaluations
week ending April 4, 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
Kanabec State Bank . December 30, 1996 Satisfactory

124 East Maple Avenue
Mora, Minnesota 55051



Federal Reserve Bank of St. Louis

FOR THE WEEK ENDING APRIL 4, 1997

TI - APPLI
Application

* Section 9 branch application by The Fifth

Third Bank of Kentucky, Inc., Louisville,
Kentucky, to establish a branch located at
1830 New Blankenbaker Road, Louisville,
Kentucky.

ECT IL - APPLI

P} iT.

E f Comment Peri

4-2-97

T TO BOTH

NEWSPAPER AND FEDERAL REGISTER NOTICE

Application

* Section 3(a)(3) application by First
National Security Company, DeQueen,
Arkansas, to increase its percentage
ownership interest in First National
Bancshares of Hempstead County, Inc.,
Hope, Arkansas, from 32.2 percent to
34.7 percent.

* Section 3(a)(3) application by Central
Bancompany, Jefferson City, Missouri,
to acquire Warrensburg Bancshares, Inc.,
Warrensburg, Missouri.

* Section 3(a)(1) application by Union
Illinois 1995 Investment Limited
Partnership, Swansea, Illinois, to retain
ownership of 17.41 percent of Union
Illinois Company, Swansea, Illinois.

End of Comment Period

Newspaper: 5-7-97

Newspaper: 4-30-97

Newspaper: 5-4-97

SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE

Application End of Comment Period
None.
T - AP] DERAL TE)
OR NEWSPAPER NOTICE
None.

* This application/notification is subject to CRA.



NOTICE ONLY
APPLICATION NOTICE EXP
None.
SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE
OR NEWSPAPER NOTICE
APPLICATION
None.

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

N/A - NOT AVAILABLE AT THIS TIME.



FEDERAL RESERVE BANK OF NEW YORK

Comment Period
in.

SECTION I

Applications Subject to Newspaper
tic

Notice by The Korea Development Bank, Seoul, Korea, to
establish a representative office in Chicago, Illinois. N/A

Application by The Kwanju Bank Ltd., Kwanju, Korea, to
establish a representative office in New York, New York. 04/30/97

Application by Uexim Bank, Moscow, Russian Federation,
to establish a representative office in New York, New York. N/A

SECTION II

Applications Subject to Both
Newspaper and Federal Register Notice

None.
SECTION III

Nonbanking Applications
ubject to Feder: ister Notice Onl

None.

s ION IV

Applications Not Involving
Public Comment

Republic National Bank of New York, New York, New York,
to establish a branch in Guernsey, Channel Islands.

SECTION V
ilability of CRA Public Eval ‘ions
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.



al Reserve Bank of

Bulleti k i il 4, 1997
= icati ject to Fe Register
Application i ing Da
P. C. B. Bancorp, Inc. Not available

Largo, Florida
To acquire Anchor Savings Bank, F.S.B., St. Petersburg, Florida, and thereby engage in

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

Premier Bancshares, Inc. Not available

Atlanta, Georgia
To acquire Central and Southern Bank of North Georgia, Greensboro, Georgia, and thereby
engage in operating a savings association, pursuant to Section 225.25(b)(9) of Regulation Y and
Section 4(c)(8) of the Bank Holding Company Act.

United Community Banks Not available

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.

‘on 4 - Applicat: .
Fee nt Applications Not Subject to i Noti

jicati

Totalbank

Miami, Florida
Request for waiver of the application requirement of Section 3(a)(1) of the Bank Holding
Company Act to become a bank holding company through the acquisition of Universal
Bancorp, Inc., Miami, Florida, and thereby acquire its subsidiary, Universal National Bank,
Miami, Florida.



KANSAS CITY RESERVE BANK APPLICATIONS AND REPORTS RECEIVED
During the week ending April 4, 1997

ECTI - T!
ATI COMMENT PERIOD ENDING DATE
None.
T - APPLICATION:
NEWSPAPER AND FEDERAL REGISTER NOTICE
PLICATION ; COMMENT PERIOD ENDING DATE
Frank L. Carson, III, as trustee, to acquire an April 23, 1997

additional 92.28 percent, for a total of 93.96 percent,
of the voting shares of Mulvane Bankshares, Inc.,
Mulvane, Kansas.

Exchange Bankshares Corporation of Kansas, May 2, 1997
Atchison, Kansas, for prior approval to acquire 68.03

percent of the voting shares of The Farmers and

Merchants State Bank, Effingham, Kansas.*

Giltner Investment Partnership, Ltd., Omaha, May 5, 1997
Nebraska, for prior approval to become a bank

holding company through the acquisition of 60 percent

of the voting shares of The Avoca Company, Avoca,

Nebraska.*

Northeast Kansas Bancshares, Inc., Valley Falls, May 5, 1997
Kansas, for prior approval to become a bank holding

company through the acquisition of 100 percent of the

voting shares of Valley Falls Insurance, Inc., Valley

Falls, Kansas.*

Midstate Bancorp, Inc., Hinton, Oklahoma, for prior Not Available
approval to acquire 100 percent of the voting shares of
Binger Agency, Inc., Binger, Oklahoma.*



H.2

MARCH 31, 1997 TO APRIL 4, 1997

PAGE 5

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

BANK HOLDING COMPANIES

Minneapolis

St. Louis

St. Louis

Atlanta

Secretary

Atlanta

BANK MERGERS

Atlanta

Secretary

Minnwest Corporation, Minnetonka, Minnesota -- to
acquire Minnwest Investment and Insurance Center,
Inc., Montevideo, Minnesota.

Withdrawn, April 2, 1997.

Pecahontas Bankstock, Inc., Pocahontas, Arkansas --
to acquire SecurAmerica Holding Corporation,
Memphis, Tennessee, and engage de novo in lending
activities.

Permitted, April 3, 1997.

Southeast Arkansas Bank Corporation, Lake Village,
Arkansas -- to acquire Jefferson County Bank of
Fayette, Fayette, Mississippi.

Approved, April 4, 1997.

Southwest Georgia Financial Corporation, Moultrie,
Georgia -- to acquire Empire Financial Services,
and engage in commercial mortgage joans.

Permitted, March 31, 1997.

U.S. Bancorp, Portland, Oregon -- to acquire Business
& Professional Bank, Woodland, California.
Approved, April 2, 1997.

United Community Banks, Inc., Blairsville, Georgia --
to retain United Family Finance Co., Blue Ridge,
and continue to engage in lending activities.

Permitted, April 1, 1997.

Republic Security Bank, West Palm Beach, Florida --~
to merge with Family Bank. Hallandale, Florida.
Approved, April 2, 1997.

U.S. Bank of Utah, Salt Lake City, Utah -- to merge
with Sun Capital Bank, St. George, Utah, and
establish branches.

Approved, April 3, 1997.



Type
4(c)(8)

4(©)(8)

NONE

Federal Reserve Bank of Chicago

Section III - Applications Subject to F Resi

Notice Only
Comment Period
woe Ending Date
Old Second Bancorp, Inc. FR - 4-4-97

Aurora, Illinois
Maple Park Mortgage Company
Maple Park, Illinois

Bando McGlocklin Capital Corporation FR - 4-7-97
Pewaukee, Wisconsin

Bando McGlocklin Small Business Lending

Company and Bando McGlocklin

Investment Corporation

Pewaukee, Wisconsin


Federal Reserve Bank of Richmond

. ilabil £ i 1 .

Week ending April 4, 1997

Definition 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 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__

None.



Recently Approved Applications Approval Date

United Community Banks, Inc. 04-01-97
Blairsville, Georgia

After-the-fact notification to retain United Family Finance Co., Blue Ridge, Georgia, and thereby

continue engaging in making, acquiring, or servicing loans or other extensions of credit, pursuant

to Section 225.25(b)(1) of Regulation Y and Section 4(c)(8) of the Bank Holding Company Act.



r_ Week 7
Section 2 - Applicati ject to B
wspal 1 Register
Application Comment Period Ending Date
Regions Financial Corporation Not available*

Birmingham, Alabama
To merge with The New Iberia Bancorp, Inc., New Iberia, Louisiana, and thereby directly acquire
The New Iberia Bank, New Iberia, Louisiana, pursuant to Section 3(a)(5) of the Bank Holding
Company Act.

Weatherford Foundation of Red Bay, Inc. Not available*

Red Bay, Alabama
After-the-fact change in control notice by Tammy Carol Bolton Montgomery (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.

Southern security Financial Corporation 04-11-97*
Hollywood, Florida Newspaper
1-BHC formation, Southern Security Bank Corporation, Hollywood, Florida.

Pinnacle Bancshares, Inc. Not available*
Thomson, Georgia
1-BHC formation, McDuffie Bank & Trust, Thomson, Georgia.

Premier Bancshares, Inc. Not available*
Atlanta, Georgia

To merge with Central and Southern Holding Company, Milledgeville, Georgia, and thereby

directly acquire its bank subsidiary, Central and Southern Bank of Georgia, Milledgeville,

Georgia, pursuant to Section 3(a)(5) of the Bank Holding Company Act.

* Subject to the provisions of the Community Reinvestment Act.



Federal Reserve Bank of Chicago

Section V - Availability of CRA Public Evaluations

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 4, 1997. If you are interested in obtaining a copy of the evaluation document,
please contact the bank(s) directly.

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

Harris Trust and Savings Bank

111 West Monroe Street

Chicago, Illinois 60603-4003

(312) 461-2121 10/21/96 Ss

Hinsdale Bank & Trust Company

25 East First Street

Hinsdale, Illinois 60521

(630) 323-4404 12/09/96 Ss



APPLICATIONS BULLETIN
(For the week ending April 5, 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 BNB Bancorp, Inc., * F:; April 28, 1997
Brookville, Ohio, on March 27, 1997, to acquire Brookville
National Bank, Brookville, Ohio.

Received Section 3(a)(1) application from PHS Bancorp, M.H.C., * Not Yet Known #
Beaver Falls, Pennsylvania, on March 28, 1997, to acquire up to

51 percent of the outstanding voting shares of Peoples Home

Savings Bank, Beaver Falls, Pennsylvania.

SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY
NONE

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

NONE

* - Subject to CRA

N - Newspaper Comment Period

F - Federal Register Comment Period

# - Expected to End 30 Days from Date of Receipt



H.2

MARCH 31, 1997 TO APRIL 4, 1997

PAGE 10

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

COMPETITIVE FACTORS REPORTS

San Francisco

EXTENSIONS OF TIME

San Francisco

Dallas

Dallas

Director, BS&R

Atlanta

REGULATIONS AND POLICIES

Director, C&CA

U.S. Community Savings Bank, FSB, Encinitas,
California, proposed merger with Los Padres Savings
Bank, FSB, Solvang, California -- report on
competitive factors.

Submitted, March 31, 1997.

Dai-Ichi Kangyo Bank, Limited, Tokyo, Japan --
extension to divest certain property.
Granted, April 2, 1997.

First Live Oak Bancshares, Inc., Three Rivers,
Texas -- extension to July 14, 1997, to acquire
First Live Oak Delaware Bancshares, Inc., Dover,
Delaware, and First State Bank, Three Rivers,
Texas.

Granted, April 3, 1997.

First Live Oak Delaware Bancshares, Inc., Dover,
Delaware -- extension to July 14, 1997, to acquire
First State Bank, Three Rivers, Texas.

Granted, April 3, 1997.

Merita Ltd., Helsinki, Finland -- extension to
satisfy a commitment.
Granted, March 31, 1997.

Metro Bank Financial Services, Inc., Coral Gables,
Florida -- extension to July 3, 1997, to acquire
Metro Bank of Dade County.

Granted, April 3, 1997.

Regulation M -- final revisions of the official staff
commentary to Regulation M, which implements the
Consumer Leasing Act.

Approved, March 31, 1997.


Type
4(c)(8)

3(a)(3)

COC-HC

3(a)(3)

3(a)G)

Federal Reserve Bank of Chicago

- icati i Ni
Register Noti >
‘x# Comment Period
Application Ending D
Shoreline Financial Corporation FR - 3-13-97
Benton Harbor, Michigan NP - 4-5-97

SJS Bancorp, Inc.

St. Joseph, Michigan

SJS Federal Savings Bank
St. Joseph, Michigan

Parkway Bancorp, Inc.* FR - 4-21-97
Harwood Heights, Illinois NP - 4-20-97
Jefferson Holding Corp.
Chicago, Illinois
Jefferson State Bank
Chicago, Illinois
Leighton Investment Company FR - 4-11-97
Leighton, Iowa NP - **
By Helen Glending and Harold A. and Ethel R. DeBruin
Amcore Financial, Inc.* FR - 4-22-97
Rockford, Illinois NP - 4-17-97

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* FR - **
Milwaukee, Wisconsin NP - 4-27-97
Security Capital Corporation
Milwaukee, Wisconsin
Security Bank, S.S.B.
Milwaukee, Wisconsin



Branch MA&I Bank of Burlington NP - 3-11-97
Burlington, Wisconsin
5455 Sheridan Road
Kenosha, Wisconsin



H.2

MARCH 31, 1997 TO APRIL 4, 1997

PAGE 7

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

COMPETITIVE FACTORS REPORTS

St. Louis

Richmond

Philadelphia

St. Louis

New York

Atlanta

Bank of Jackson, Jackson, Tennessee, proposed
purchase of certain assets and assumption of
certain liabilities of the Jackson branch of
Security Bank, Newbern, Tennessee -- report on
competitive factors.

Submitted, April 2, 1997.

Cabarrus Bank of North Carolina, Concord, North
Carolina, proposed purchase of certain assets and
assumption of certain liabilities of the
Kannapolis, North Carolina, branch of Wachovia Bank
of North Carolina, N.A., Winston-Salem, North
Carolina -- report on competitive factors.

Submitted, March 31, 1997.

Century Savings Bank, Bridgeton, New Jersey, proposed
merger with Century Interim Savings Bank -- report
on competitive factors.

Submitted, April 2, 1997.

Citizens Community Bank, Mascoutah, Illinois,
proposed merger with Citizens Interim Bank --
report on competitive factors.

Submitted, April 2, 1997.

Community Bank, N.A., Canton, New York, proposed
purchase of certain assets and assumption of
certain liabilities of eight branches of Keybank
National Association (New York), Albany, New York -
- report on competitive factors.

Submitted, April 3, 1997.

Deposit Guaranty National Bank, Jacksonville,
Mississippi, proposed acquisition of Commercial
National Bank, Shreveport, Louisiana, Merchants
National Bank of Fort Smith, Fort Smith, Arkansas,
and Deposit Guaranty National Bank, Hammond,
Louisiana -- report on competitive factors.

Submitted, April 2, 1997.



H.2

MARCH 31, 1997 TO APRIL 4, 1997

PAGE 6

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

CAPITAL STOCK

Kansas City

CHANGE IN BANK CONTROL

Dallas

Kansas City

Atlanta

Kansas City

Chicago

San Francisco

Minneapolis

Dallas

Elsie, Inc., Elsie, Nebraska -- redemption of shares.
Approved, April 4, 1997.

Amarillo Western Bancshares, Inc., Amarillo, Texas --
change in bank control.
Permitted, April 1, 1997.

Elsie, Inc., Elsie, Nebraska -- change in bank
control.
Permitted, April 4, 1997.

Fidelity National Corporation, Atlanta, Georgia --
change in bank control.
Withdrawn, April 4, 1997.

First State Bancorp, Inc., Pittsburg, Kansas --
change in bank control.
Permitted, April 4, 1997.

Fontanelle Bancorporation, Fontanelle, Iowa -- change
in bank control.
Returned, April 1, 1997.

Greater Pacific Bancshares, Whittier, California --
change in bank control.
Permitted, April 1, 1997.

Harbourside, LP, Wayzata, Minnesota -- change in bank
control.
Permitted, March 31, 1997.

Texas State Bancshares, Inc., Harper Heights, Texas -
- change in bank control.
Permitted, March 31, 1997.

COMPETITIVE FACTORS REPORTS

Secretary

B & P Acquisition Corp., Portland, Oregon, proposed
merger with Business & Professional Bank, Woodland,
California -- report on competitive factors.

Submitted, April 2, 1997.


AVAILABILITY OF CRA PUBLIC EVALUATIONS
(April 4, 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 4, 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
MARCH 31, 1997 TO APRIL 4, 1997
PAGE 9

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

COMPETITIVE FACTORS REPORTS

San Francisco First Federal Savings and Loan Association, Klamath
Falls, Oregon, proposed acquisition of the assets
and assumption of the liabilities of 25 branches of
Oregon of Wells Fargo Bank, N.A., San Francisco,
California -- report on competitive factors.

Submitted, April 2, 1997.

San Francisco Mercantile Bank, Sacramento, California, proposed
merger with Sierrawest Bank, Truckee, California --
report on competitive factors.

Submitted, April 2, 1997.

St. Louis National City Bank of Evansville, Evansville,
Indiana, proposed merger with Farmers and Merchants
State Bank, Fort Branch, Indiana -- report on
competitive factors.
Submitted, April 3, 1997.

St. Louis National City Bank of Evansville, Evansville,
Indiana, proposed purchase of certain assets and
assumption of certain liabilities of the Princeton
branch of United Federal Savings Bank, Vincennes,
Indiana -- report on. competitive factors.

Submitted, April 3, 1997.

Dallas Norwest Bank Texas, South Central, Victoria, Texas,
proposed merger with Norwest Bank Texas, Bay City,
N.A., Bay City, Texas -- report on competitive
factors.
Submitted, April 1, 1997.

San Francisco Sentinel Community Bank, Sonora, California, proposed
acquisition of the Twain Harte, California, branch
of Valliwide Bank, Fresno, California -- report on
competitive factors.

Submitted, April 3, 1997.

Atlanta Totalbank, Miami, Florida, proposed acquisition of
the assets and assumption of the liabilities of
Universal National Bank -- report on competitive
factors.

Submitted, April 3, 1997.



Section 10 - Availability of CRA Public E .

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

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

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

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

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

None.



ANNOUNCEMENT H.2, 1997, No. 14
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 5, 1997

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

BANKS, FOREIGN

Royal Bank of Canada, Montreal, Canada -- to
establish a representative office in Houston,
Texas.

Approved, March 31, 1997.
ENFORCEMEN’

Banco Ganadero, S.A., Bogota, Colombia (Miami Agency)
-- order of prohibition against Juan Echeverri, a
former vice president and institution-affiliated
party of the Miami agency of Banco Ganadero.

Announced, April 4, 1997.

United Security Bancorporation, Lincoln, Nebraska --
issuance of a cease and desist order against
United, Harold S. Myers, and David C. Myers, both
officers and directors of United.

Announced, April 4, 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 AmSouth Bank of Alabama, Birmingham, Alabama -- to
establish a branch at 150 Ana Drive, Florence,
Alabama.

Approved, April 4, 1997.

Atlanta AmSouth Bank of Florida, Tampa, Florida -- to
establish a branch at 10109 West Hillsborough
Avenue.

Approved, April 3, 1997.

Atlanta AmSouth Bank of Florida, Tampa, Florida -- to
establish a branch at 6297 Waters Avenue.
Approved, April 3, 1997.

Atlanta Auburnbank, Auburn, Alabama -- to establish a branch
at 1617 South College Street.
Approved, April 3, 1997.



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 4/04/97

section I - Applications Subj : Jotice C

a C Period Ending D
None
. 7 ae .
Se a et Nauct “ederal Regi "

Eggemeyer Advisory Corp., Castle Creek
Capital L.L.C., and Castle Creek Partners
Fund-1, L.P., all of San Diego, California, to
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

Capital L.L.C., Castle Creek Partners Fund-1, L.P.,
and Monarch Bancorp, all of San Diego, California,
to merge with California Commercial Bancshares,
Newport Beach, California. *

Eggemeyer Advisory Corp., Castle Creek

Capital L.L.C., Castle Creek Partners Fund-1, L.P.,
and Monarch Bancorp, all of San Diego, California,
to acquire an option to purchase 19.9 percent of
California Commercial Bancshares, Newport

Beach, California. *

First Coastal Bancshares, El Segundo, California,
to become a bank holding company by acquiring
First Coastal Bank, N.A., El Segundo, California. *

Newspaper: Not available
Fed. Reg.: 4/25/97

Newspaper: Not available
Fed. Reg.: 4/18/97

Newspaper: Not available
Fed. Reg.: 4/18/97

Newspaper: 4/09/97
Fed. Reg: 4/11/97

* Subject to CRA.



FEDERAL RESERVE BANK OF BOSTON APPLICATIONS

NEWSPAPER NOTICE ONLY
Applicati Comment Period Ending Date
Merrill Merchants Bank, Newspaper 04-21-97
Bangor, Maine - section 9
notification to establish
a branch in Newport, Maine*
Union Trust, Ellsworth, Maine Newspaper 05-03-97

- section 9 notification to
establish a branch in Bar
Harbor, Maine*

SECTION II - APPLICATIONS SUBJECT TO BOTH

NEWSPAPER AND FEDERAL REGISTER NOTICE
Application Comment Period Ending Date
Vermont Financial Services Newspaper 04-23-97
Corp., Brattleboro, Vermont
(VFSC) - 4(c) (8) notification Federal Register 04-14-97

to merge with Eastern Bancorp,
Inc., Dover, New Hampshire, a
nondiversified savings and loan
holding company, with VFSC as
the survivor, and thereby
engage in operating Vermont
Federal Bank, FSB, Williston,

Vermont *
SECTION III - APPLICATIONS SUBJECT TO
FEDERAL REGISTER NOTICE ONLY
Application Comment Period Ending Date

NONE



H.2 ADDITIONS AND CORRECTIONS
MARCH 31, 1997 TO APRIL 4, 1997
PAGE 11

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

REGULATIONS AND POLICIES

Application of the Electronic Fund Transfer Act to
Electronic Stored-Value Products -- report to the
Congress.

Approved, March 24, 1997.

Availability of Consumer Identifying Information and
Financial Fraud -- report to the Congress.
Approved, March 26, 1997.

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

MEMBERSHIP

Kansas City Citizens State Bank of Cortez, Cortez, Colorado -- to
become a member of the Federal Reserve System.
Approved, April 3, 1996.



CRA Public CRA

Bank/Location RSSD # Exam Date —Date _ —Rating _
The Stock Exchange Bank 671053 01/13/97 04/01/97 Satisfactory
P.O. Box 273

Caldwell, Kansas 67022-0273

*Application is subject to CRA.



Federal Reserve Bank of Chicago

Register Noti
Comment Period
3(@)(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 - **
Sturm Investment, Inc.
Denver, Colorado
Union National Bank of Macomb
Macomb, IIlinois

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

3(a)(1) Bando McGlocklin Capital Corporation* FR - 4-7-97
Pewaukee, Wisconsin NP - 4-7-97
InvestorsBank (in organization)
Pewaukee, Wisconsin

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

CoC-HC First Fontanelle Bancorporation FR - **
Fontanelle, Iowa NP - **
By Ralph E. Wollenhaupt as Trustee

3(a)(3) ABC Employee Stock Ownership Plan* FR - 4-3-97
Anchor, Illinois NP - 4-1-97
Anchor Bancorporation Inc.
Farmer City, Illinois
Anchor State Bank
Anchor, Illinois



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 4/04/97

Section I = Applications Suect not .

Dartmouth Capaital Group, Inc., Dartmouth Newspaper: 4/19/97
Capital Group, L.P., Commerce Security Bancorp,
Inc., all of Huntington Beach, California, to acquire Fed. Reg: 4/25/97

Eldorado Bancorp, Irvine, California, and SDN
Bancorp, Encinitas, California, to merge with
Eldorado Bancorp. *

Dartmouth Capaital Group, Inc., Dartmouth Newspaper: 4/19/97
Capital Group, L.P., and Commerce Security Bancorp,
Inc., all of Huntington Beach, California, to acquire Fed. Reg: 4/25/97

an option to purchase 11 percent of Eldorado Bancorp,
Irvine, California. *

Bancorp Hawaii, Inc., Honolulu, Hawaii, to merge Newspaper: 4/28/97
with CU Bancorp, Encino, California. Bancorp
Hawaii, Inc., also applied to acquire an option to Fed. Reg.: 5/05/97

purchase 19.9 percent of CU Bancorp. *
Imperial Bancorp, Inglewood, California, to acquire Newspaper: Not available

Imperial Bank of Arizona, Phoenix, Arizona. *
Fed. Reg.: 5/01/97

section IIL -Applications Subject to Federal Register O

None

on IV - Applications Not Subject to E ister Not

None

* Subject to CRA.



Branch Old Kent Bank
Grand Rapids, Michigan
to establish a mobile branch

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

** ~ Not available at this time

NP - 4-28-97


H.2

MARCH 31, 1997 TO APRIL 4, 1997

PAGE 8

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

COMPETITIVE FACTORS REPORTS

Minneapolis

Minneapolis

Minneapolis

Minneapolis

San Francisco

San Francisco

First Bank, fsb, Fargo, North Dakota, proposed
purchase of the assets and assumption of the
liabilities of various branches by 18 Interim
National Banks in Iowa of First Bank -- report on
competitive factors.

Submitted, April 3, 1997.

First Bank National Association, Minneapolis,
Minnesota, proposed purchase of the assets and
assumption of the liabilities of the Moorhead
branch of First Bank, fsb, Fargo, North Dakota --
report on competitive factors.

Submitted, April 3, 1997.

First Bank National Association, Minneapolis,
Minnesota, proposed acquisition of the assets and
assumption of the liabilities of regional banks in
Colorado, Illinois, Iowa, Minnesota, Nebraska,
South Dakota, Wisconsin, and Wyoming -- report on
competitive factors.

Submitted, April 3, 1997.

First Bank National Association, Minneapolis,
Minnesota, proposed merger with First Bank, fsb,
Fargo, North Dakota -- report on competitive
factors.

Submitted, April 3, 1997.

First Coastal Bank, National Association, El Segundo,
California, proposed merger with First Coastal
Interim Bank, National Association -- report on
competitive factors.

Submitted, March 31, 1997.

First Coastal Bank, National Association, El Segundo,
California, proposed merger with Marina Bank,
Marina Del Rey, California -- report on competitive
factors.

Submitted, March 31, 1997.



son 1 = Applications Subject to N Notice 0
a c Period Ending

First Community Bank 04-28-97

Orange City, Florida

To establish a branch located at 21 S. Highway 17/92, DeBary, Florida, to be known as the
DeBary Office, pursuant to Section 9 of the Federal Reserve Act.

Mercantile Bank of Southwest Florida =~ 04-26-97

Naples, Florida
To establish a branch located at approximately 600 feet north of Pelican’s Nest Drive and
U. S. 41, Bonita Springs, Florida.

son - Applications Subject to B
Newspaper and Federal Register Notice

ao. C Period Ending D

Compass Bancshares, Inc. Not available*
Birmingham, Alabama

Along with Compass Bank of Texas, Inc., Birmingham, Alabama, and Compass Bancorporation

of Texas, Inc., Wilmington, Delaware, to merge with Central Texas Bancorp, Inc., Waco, Texas,

and thereby indirectly acquire The National Bank of Waco, Waco, Texas.

Regions Financial Corporation Not available*
Birmingham, Alabama

To merge with SB&T Corporation, Smyrna, Georgia, and thereby directly acquire Smyrna Bank

and Trust Company, Smyrna, Georgia, pursuant to Section 3(a)(5) of the Bank Holding Company

Act.

Regions Financial Corporation Not available*
Birmingham, Alabama

To merge with First Bankshares, Inc., East Point, Georgia, and thereby directly acquire First

Bank of Georgia, East Point, Georgia, pursuant to Section 3(a)(5) of the Bank Holding Company

Act.

*Subject to the provisions of the Community Reinvestment Act.



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

Comment Period

Application Ending Date
First Interstate Bank of Commerce, Billings, Montana, to merge with May 9, 1997

First Interstate Bank of Montana, N.A., Kalispell, Montana, and Mountain
Bank, Whitefish, Montana, and incident thereto, establish branches in the

Montana communities of Kalispell, Whitefish, Evergreen, Great Falls, and
Cutbank. *

* Subject to CRA
FEDERAL RESERVE BANK OF MINNEAPOLIS
Section II - Applications Subject to Both

Newspaper and Federal Register Notice

Comment Period

Application Ending Date
Retroactive notification by Stephen Habberstad and Susan Boschetti April 21, 1997
to acquire control of 39.9% and 33.3%, respectively of the voting (Federal Register)

shares of Country Bankers, Inc., Blooming Prairie, Minnesota.

First Bank System, Inc., Minneapolis, Minnesota for prior approval May 1, 1997

to acquire 100% of the voting shares of the First Bank of South (Federal Register)
Dakota (National Association), Sioux Falls, South Dakota. *

First Security Bank of Havre Profit Sharing Plan and Trust, Havre, April 22, 1997
Montana to acquire control of 11.61% of the voting shares of (Federal Register)

Montana Security, Inc., Havre, Montana.

First Bank System, Inc., Minneapolis, Minnesota to engage in savings May 1, 1997
association activities through the acquisition of First Interim Bank (Federal Register)
of Casper, fsb, Casper, Wyoming and First Interim Bank of

Cheyenne, fsb, Cheyenne, Wyoming. *

* Subject to CRA
FEDERAL RESERVE BANK OF MINNEAPOLIS

Section III - Applications Subject
to Federal Register Notice Only

Comment Period

Application Ending Date
Minnwest Corporation, Montevideo, Minnesota to engage in Withdrawn
sale of insurance and investment advisory activities through April 2, 1997

the acquisition of Minnwest Investment and Insurance Center, Inc.,
Montevideo, Minnesota.



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section IV - Applications Not Subject to
Federal Register Notice or Newspaper Notice

Application
NONE.


Member

Merger & Branch

Merger & Branch

Merger & Branch

Merger & Branch

Merger & Branch

Federal Reserve Bank of Chicago

ion I - ‘cations Subi N
Notice Only

oe

NorthSide Community Bank
Gurnee, Illinois
To become a member of the Federal Reserve System

Security Savings Bank
Farnhamville, lowa
Boxholm, Jowa branch office of
Boone Bank and Trust Company
Boone, Iowa :
Branch at 200 2nd Street
Boxholm, Iowa

Old Kent Bank
Grand Rapids, Michigan
Commercial and Savings Bank of St. Claire County
Saint Claire, Michigan
Algonac Savings Bank
Algonac, Michigan
and to establish 15 branches

M&l Madison Bank
Madison, Wisconsin
M&I Bank Southwest
Spring Green, Wisconsin
and to establish 11 branches

Huron Community Bank
East Tawas, Michigan
Au Gres Michigan branch of Citizens Bank
Flint, Michigan
Branch at 3150 East Huron Road
Au Gres, Michigan

M&I Bank of Janesville
Janesville, Wisconsin
M& Bank of Beloit
Beloit, Wisconsin
M&I Bank of Delavan
Delavan, Wisconsin
and to establish 5 branches

Comment Period -

Ending Date

NP - **

NP - **

NP - 4-15-97

NP - **

NP -**

NP - 3-28-97


H.2

MARCH 31, 1997 TO APRIL 4, 1997

PAGE 4

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

BANK HOLDING COMPANIES

St. Louis
St. Louis
Richmond

St. Louis

San Francisco

St. Louis
St. Louis
Cleveland

Community Financial Corp., Olney, Illinois -- to
acquire American Bancshares, Inc., Highland,
Illinois, and American Bank of Illinois, in
Highland.

Approved, March 31, 1997.

First Commercial Corporation, Little Rock, Arkansas -
- te acquire Southwest Bancshares, Inc., Jonesboro,
Arkansas.

Approved, March 31, 1997.

Four Oaks Fincorp, Inc., Four Oaks, North Carolina --
to acquire Four Oaks Bank & Trust Company.
Approved, April 2, 1997.

FSB Bancshares, Inc., Lanesville, Indiana -- to
acquire Farmers State Bank.
Approved, April 3, 1997.

Harbor Bancorp, Inc., Aberdeen, Washington -- to
acquire Bank of Grays Harbor.
Approved, April 3, 1997.

Illinois Community Bancorp, Inc., Effingham, Illinois
~- to engage in leasing activities through Illinois
Leasing Corporation, Inc.

Permitted, April 4, 1997.

Illinois Community Bancorp, Inc., Effingham, Illinois
-- to become a bank holding company following
conversion of Illinois Guaranty Savings Bank, FSB
to a state-chartered nonmember bank, Illinois
Community Bank.

Approved, April 4, 1997.

Mellon Bank Corporation, Pittsburgh, Pennsylvania --
to establish Mellon Trust of Florida, National
Association, North Miami Beach, Florida, and engage

.-in trust activities through the acquisition of Ganz
Capital Management, Inc.

Permitted, April 2, 1997.



SECTION V_- AVAILABILITY OF CRA PUBLIC EVALUATIONS
FOR THE WEEK OF MARCH 31, 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 minati Ratini

None.



_

FEDERAL RESERVE BANK OF DALLAS APPLICATIONS BULLETIN

APPLICATIONS AND NOTIFICATIONS FILED DURING THE WEEK OF MARCH 31, 1997

TION I - L INS SUI ‘T TO NEWSP,
NOT: LY
APPLICATION NOTICE EXP
None.
TION II_- APPLICAT. SUB.
NEWSPAPER DERAI IST
APPLICATION ** NOT XP

*Section 3(a)(1) application by

Concordia Capital Corporation, Vidalia, LA,

to acquire Concordia Bank & Trust Company,

Vidalia, LA 04-18-97
(Previously reported during the week of 03-17-97)

*Section 3(a)(3) application by
Premier Bancshares. Inc., La Grange. TX,
to acquire Citizens State Bank, Hempstead, TX N/A

*Section 3(a)(3) application by
Premier Holdings Nevada. Inc., Carson City. NV,
to acquire Citizens State Bank, Hempstead, TX N/A

Change in Control Notice by

Donald E. Powell. Amarillo, TX. only notificant,

to acquire an interest in Tejas Bancshares, Inc.,

Fritch, TX 04-09-97

Change in Control Notice by

M. Dale McGill, Houston, TX, et al, to

acquire an interest in Farmers and Merchants

Bancshares, Inc., Mart, TX 03-26-97.

(Previously reported during the week of 3-10-97)

Change in Control] Notice by

Ben J. Scott, Coleman, TX, only notificant, to

acquire an interest in Coleman Bankshares, Inc..

Coleman, TX N/A



Satisfactory record of meeting community credit needs.

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

Needs to improve record of meeting community credit needs.

An institution in this group needs to improve its overall record

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

Substantial noncompliance in meeting community credit needs.

An institution in this group has a substantially deficient

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

Week Ending April 5, 1997
NAME OF RATIN 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



FEDERAL RESERVE BANK OF PHILADELPHIA

‘TI - AV, TL A’

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 4, 1997.

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

Outstanding record of meeting community credit needs.

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

Satisfactory record of meeting community credit needs.

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

Needs to improve record of meeting community credit needs.

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

Substantial noncompliance in meeting community credit needs.

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

Bank/L . Examination D CRA Rati
First Commercial Bank 9/4/96 *Outstanding

1027 Arch Street
Philadelphia, PA 19107

*Correction on the CRA Rating for First Commercial Bank during the week ending 3/21/97.



H.2

MARCH 31, 1997 TO APRIL 4, 1997

PAGE 3

ACTIONS TAKEN 8Y THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

BANK BRANCHES, DOMESTIC

New York

BANK HOLDING COMPANIES

Atlanta

Secretary

Atlanta

Kansas City

Kansas City

Summit Bank, Hackensack, New Jersey -- to establish
branches at Pathmark Supermarkets, Randolph and
Ackerman, Clifton; 2200 Maple Avenue, Fairlawn; 517
Route 72, Manahawkin; 1933 Highway 35, Wall; 3020
Highway 35, Hazlet; 242 Lincoln Boulevard,
Middlesex; 6301 Hadley Road, South Plainfield;
Route 22 and Springfield Road, Union; 1556 North
Qlden Avenue, Trenton; Route 1 and Emmons Drive,
West Windsor; and 50 Racetrack Road, East
Brunswick, New Jersey.

Approved, April 4, 1997.

AmSouth Bank of Florida, Tampa, Florida -- to
establish a branch at 2405 Thomas Drive, Panama
City, Florida.

Approved, April 3, 1997.

Barnett Banks, Inc., Jacksonville, Florida, Crestar
Financial Corporation, Richmond, Virginia, First
Union Corporation, Charlotte, North Carolina,
NationsBank Corporation; Southern National
Corporation, Winston-Salem, North Carolina, and
Wachovia Corporation -- to acquire shares of Card
Alert Services, Inc., Arlington, Virginia, and
engage in data processing activities.

Approved, April 3, 1997.

Colonial BancGroup, Inc., Montgomery, Alabama -- to
merge with Fort Brooke Bancorporation, Brandon,
Florida, and acquire Fort Brooke Bank.

Approved, April 4, 1997.

Commerce Bancshares, Inc., Kansas City, Missouri, and
CBI-Kansas -- to acquire Shawnee Bank Shares, Inc.,
Shawnee, Kansas.

Approved, March 31, 1997.

Community Bankshares, Inc., Denver, Colorado -- to
acquire First Western Bancorporation, La Jara,
Colorado.

Approved, April 3, 1997.



FEDERAL RESERVE BANK OF ST. LOUIS

FOR THE WEEK ENDING April 4, 1997

ECT! - AVAILABILITY al

Identification of Ratings:

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

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

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

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

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

Name of Bank Bank Address Examination Examination

Date Rating

None



Federal Reserve Bank of Atlanta
Jications Bulletin for Week Endi i1 4, 1997

Recently Approved Applications Approval Date
AmSouth Bank of Alabama 04-04-97 :

Birmingham, Alabama
To establish a branch office located at 150 Ana Drive, Florence, Alabama, pursuant to Section 9
of the Federal Reserve Act.

a!

AuburnBank 04-03-97

Auburn, Alabama
To establish a branch office located at 1617 South College Street, Auburn, Alabama, to be known
as the Winn Dixie Branch, pursuant to Section 9 of the Federal Reserve Act.

The Colonial Bancgroup, Inc. 04-04-97
Montgomery, Alabama

To merge with Fort Brooke Bancorporation, Brandon, Florida, and thereby directly acquire Fort

Brooke Bank, Brandon, Florida, pursuant to Section 3(a)(5) of the Bank Holding Company Act.

AmSouth Bank of Florida 04-03-97

Tampa, Florida
To establish a branch office located at 10109 West Hillsborough Avenue, Tampa, Florida,
pursuant to Section 9 of the Federal Reserve Act.

AmSouth Bank of Florida 04-03-97

Tampa, Florida
To establish a branch office located at 6297 West Waters Avenue, Tampa, Florida, pursuant to
Section 9 of the Federal Reserve Act.

Republic Security Bank 04-02-97

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

Southwest Georgia Financial Corporation 03-31-97
Moultrie, Georgia

Notification to acquire 500 shares, or 50 percent, of Empire Financial Services, Inc.,

Milledgeville, Georgia, indirectly through its subsidiary, Southwest Georgia Bank, Moultrie,

Georgia, and thereby engage in the activity of originating and servicing commercial mortgage

loans, pursuant to Section 225.25(b)(1) of Regulation Y and Section 4(c)(8) of the Bank Holding

Company Act.



H.2

MARCH 31, 1997 TO APRIL 4, 1997

PAGE 2

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

BANK BRANCHES, DOMESTIC

Richmond

Cleveland

Philadelphia

San Francisco

Richmond

Dallas

Bank of Floyd, Floyd, Virginia -- to establish a
branch at the intersection of U.S. Route 221 and
Conners Grove, Willis, Virginia.

Approved, April 4, 1997.

Commercial and Savings Bank, Millersburg, Ohio -- to
establish a branch at the southwest corner of the
intersection of South and Prospect Streets, Shreve,
Ohio.

Approved, April 4, 1997.

Dauphin Deposit Bank and Trust Company, Harrisburg,
Pennsylvania -- to establish a branch at the
Shrewsbury Walmart, intersection of Routes 83 and
851, Shrewsbury, Pennsylvania.

Approved, April 4, 1997.

First Security Bank of Nevada, Las Vegas, Nevada --
to establish a branch in the Trails Village Center,
at the northwest corner of Trailwood Drive and
Village Center Drive.

Approved, April 3, 1997.

Peoples Community Bank, Montross, Virginia -- to
establish a branch at the intersection of Route 3
and State Route 607 (Cool Springs Road),
Fredericksburg, Virginia.

Approved, April 1, 1997.

Security Bank of Arlington, Arlington, Texas -- to
establish a branch at 6300 Precinct Line Road,
Hurst, Texas.

Approved, March 31, 1997.



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 4/04/97

jon V - ilability of Publi ion

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

Institution Location Examination Date Rating*

M & I Thunderbird Bank . 1 E. Cambelback Road 12/02/96 Outstanding
PO Box 11856
Phoenix, AZ 85061-1856
(602) 241-6500

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

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

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

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

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

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



Type
3(a)(5)

3(a)(3)

Federal Reserve Bank of Chicago

ion II - ications i th Newspaper Federal
Register Notice cont’

Application

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, Michigan
“State Bank of St. Cloud
St. Cloud, Wisconsin

Comment Period

Ending Date

FR - **
NP - **

FR - *
NP - 4-30-97



APPLICATION COMMENT PERIOD ENDING DATE
Northeast Kansas Bancshares, Inc., Valley Falls, May 5, 1997
Kansas, for prior approval to engage in insurance
activities.

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

APPLICATION

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



Type

Branch

Branch

Branch

Merger & Branch

Merger & Branch

Federal Reserve Bank of Chicago

tion I - licati
lotice

Application

NBD Bank
Detroit, Michigan
22332 Nine Mile Road
St. Clair Shores, Michigan

NBD Bank

Detroit, Michigan
9850 Telegraph Road
Taylor, Michigan

Old Kent Bank

Grand Rapids, Michigan
102 South Lake Street
Boyne City, Michigan

Quad City Bank and Trust Company
Bettendorf, lowa
Quad City Bank and Trust-Illinois
Moline, Illinois
Branch at 3551 Seventh Street
Moline, Illinois

Citizens Bank
Flint, Michigan
City Bank and Trust Company
Jackson, Michigan
City Bank
St. Johns, Michigan
CB North
Charlevoix, Michigan
and to establish branches

ject to New: r
nit”

Comment Period

Ending Date
NP - 3-28-97

NP - 3-28-97

NP - 1-29-97

NP - **

NP - **



SECTION Iv - APPLICATIONS NOT SUBJECT TO

E
li .
NONE
SECTION V_- AVAILABILITY OF CRA PUBLIC EVALUATIONS
NONE
*Subject to CRA.
**Rating Definitions: "O" - Outstanding; "S" - Satisfactory; "N" - Needs to

Improve; "SN" - Substantial Noncompliance



FEDERAL RESERVE BANK OF PHILADELPHIA

SECTION I - APPLICA’ RECEIVED ECT TO NEWSPAPER
NOTICE ONLY
Orrstown Bank, Orrstown, PA to establish a branch office at 625 Norland Avenue, Borough

of Chambersburg, Franklin Co, PA, pursuant to Section 9 of the Federal Reserve Act.
Newspaper comment period expires: 04/30/97
East Penn Bank, Emmaus, PA to establish a branch office at the Intersection of Route 100 and

West End Trail, Borough of Macungie, Lehigh Co, PA, pursuant to Section 9 of the Federal
Reserve Act.

Newspaper comment period expires: 05/06/97
SECTION II - APPLICATIONS RECEIVED D 'T TO BOTH NEWSPAPER
EDERA, NOTI!
NONE
TION III - APPLICATI RECEIVED AND T FEDER.
RE TER TICE ONLY
NONE
TI - APPLICATIONS RECE! N T RAL
ISTER NOTICE OR PAP!
First National Community Bancorp, Inc., Dunmore, PA to become a bank holding company

through the acquisition of First National Community Bank, Dunmore, PA, pursuant to Section
319 and Section 3(a)(1) of the Bank Holding Company Act.

Newspaper comment period expires: 04/21/97