Federal Reserve Release 

H.2 

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received 

No. 50 

Week Ending December 15, 2001 

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions December 9, 2001 to December 15, 2001 

Advisory Councils 

Consumer Advisory Council -- appointment of eleven new members and designation 

of Dorothy Broadman as Chair and Ronald Reiter as Vice Chair for 2002. 

- Approved, December 14, 2001 

Thrift Institutions Advisory Council -- appointment of four new members and 

designation of Mark H. Wright as president and Karen L. McCormick as vice 

president for 2002. 

- Announced, December 14, 2001 

Bank Holding Companies 

Chickasaw Banc Holding Company, Yukon, Oklahoma -- to become a bank holding 

company through the acquisition of First Bancorp in Davidson, Inc., Davidson, and 

First State Bank in Davidson; and for First State Bank in Davidson to become a 

member of the Federal Reserve System and to purchase certain assets and assume 

certain liabilities of an Oklahoma City branch of First National Bank of Oklahoma, 

Ponca City. 

- Approved, December 14, 2001 

Currency 

Federal Reserve Notes -- new currency budget for 2002. 

- Approved, December 12, 2001 

Discount Rates 

Discount Rates -- decrease from 1-1/2 percent to 1-1/4 percent by the Federal 

Reserve Banks of Boston, New York, Philadelphia, Chicago, St. Louis, and San 

Francisco. 

- Approved, December 11, 2001 

Discount Rates -- decrease from 1-1/2 percent to 1-1/4 percent by the Federal 

Reserve Banks of Cleveland, Richmond, Atlanta, Minneapolis, Kansas City, and 

Dallas. 

- Approved, December 13, 2001 

(AC) = Addition or Correction Board - Page 1 of 2 
H.2 Board Actions December 9, 2001 to December 15, 2001 

Forms 

Forms -- initial review of proposals to implement the Intermittent Survey of 

Businesses (FR 1374); and to extend the Notification of Foreign Branch Status (FR 

2058), Consolidated Financial Statements for Bank Holding Companies (FR Y-9C), 

Parent Company Only Financial Statements for Large Bank Holding Companies (FR 

Y-9LP), Parent Company Only Financial Statements for Small Bank Holding 

Companies (FR Y-9SP), Supplement to the Consolidated Financial Statements for 

Bank Holding Companies (FR Y-9CS), and International Applications and Prior 

Notifications under Subparts A and C of Regulation K (FR K-1). 

- Proposed, December 14, 2001 

Regulations And Policies 

Home Equity Lending -- final amendments to Regulation Z (Truth in Lending) to 

implement the Home Ownership and Equity Protection Act to address concerns 

related to potentially abusive practices in home mortgage lending [Docket No. R1090]. 

- Approved, December 12, 2001 

(AC) = Addition or Correction Board - Page 2 of 2 
H.2 Actions under delegated authority December 9, 2001 to December 15, 2001 

BS&R Banking Supervision and Regulation RBOPS Reserve Bank Operations and Payment Systems 

IF International Finance 

OSDM Office of Staff Director for Management 

C&CA Consumer and Community Affairs 

FOMC Federal Open Market Committee 

Bank Branches, Domestic 

New York 

Interchange Bank, Saddle Brook, New Jersey -- to establish a branch at 25 Main Street, 

Hackensack. 

- Approved, December 12, 2001 

Dallas 

Plaza Bank, San Antonio, Texas -- to establish a branch at 615 NW Loop 410. 

- Approved, December 13, 2001 

Atlanta 

SouthTrust Bank, Birmingham, Alabama -- to establish a branch at 6145 Exchange Way, 

Bradenton, Florida. 

- Approved, December 11, 2001 

Bank Holding Companies 

Atlanta 

Dallas 

Atlanta 

Alabama National BanCorporation, Birmingham, Alabama -- to merge with Farmers 

National Bancshares, Inc., Opelika, and thereby acquire Farmers National Bank of 

Opelika. 

- Approved, November 14, 2001 (AC) 

Bedias Financial Corporation, Bedias, Texas, and Bedias Holdings, Inc., Wilmington, 

Delaware -- for Bedias Holdings, Inc. to become a bank holding company through the 

acquisition of First State Bank of Bedias, Bedias, Texas; and for Bedias Financial 

Corporation to become a bank holding company through the acquisition of both 

institutions. 

- Approved, December 12, 2001 

Black Diamond Financial Group, Inc., Tampa, Florida -- to become a bank holding 

company through the acquisition of Bank of St. Petersburg, St. Petersburg. 

- Approved, December 14, 2001 

(AC) = Addition or Correction Delegated - Page 1 of 9 
H.2 Actions under delegated authority December 9, 2001 to December 15, 2001 

Bank Holding Companies 

Kansas City 

Buerge Bancshares, Inc., Joplin, Missouri -- to acquire Sarcoxie Bancorp, Inc., Sarcoxie, 

and Grand Lake Bancorp, Inc., Tulsa, Oklahoma. 

- Withdrawn, December 14, 2001 

Cleveland 

Employee Stock Ownership Plan, Intercounty Bancshares, Inc., Wilmington, Ohio -- to 

acquire shares of NB&T Financial Group. 

- Approved, December 13, 2001 

Minneapolis 

First Dakota Financial Corporation, Yankton, South Dakota -- to engage in extending 

credit and servicing loans. 

- Withdrawn, December 13, 2001 

Kansas City 

Atlanta 

Atlanta 

Atlanta 

First National Bancshares, Inc., Goodland, Kansas, and First National Bancshares, Inc., 

ESOP and 401(k) Trusts -- to acquire Security State Bank, Bird City. 

- Withdrawn, December 13, 2001 

First Southern Bancorp, Statesboro, Georgia -- to become a bank holding company 

through the acquisition of First Southern National Bank, a de novo bank. 

- Approved, December 14, 2001 

FNC S-Corp, Douglas, Georgia -- to become a bank holding company through the 

acquisition of FNC Bancorp, Inc. and First National Bank of Coffee County. 

- Approved, December 14, 2001 

Grand Bankshares, Inc., West Palm Beach, Florida -- to become a bank holding 

company through the acquisition of Grand Bank & Trust of Florida. 

- Approved, December 11, 2001 

(AC) = Addition or Correction Delegated - Page 2 of 9 
H.2 Actions under delegated authority December 9, 2001 to December 15, 2001 

Bank Holding Companies 

St. Louis 

Mainline Bankshares of Portland, Inc., Portland, Arkansas -- to engage in lending 

activities that are limited to the purchase of loans from its subsidiary bank. 

- Approved, December 5, 2001 (AC) 

Chicago 

Marshall & Ilsley Corporation, Milwaukee, Wisconsin -- to acquire through its 

subsidiary, Metavante Corporation, 401kservices.com, inc., Appleton, and thereby 

engage in data processing activities. 

- Approved, December 14, 2001 

Atlanta 

Morton Bancorp, Inc., Morton, Mississippi -- to become a bank holding company 

through the acquisition of Bank of Morton. 

- Withdrawn, December 13, 2001 

Chicago 

The Private Banking Company, Hartland, Wisconsin -- to become a bank holding 

company through the acquisition of Bank of Waunakee Employee Stock Ownership Plan, 

Waunakee, and Waunakee Bank Shares, Inc., and thereby acquire Bank of Waunakee. 

- Withdrawn, December 13, 2001 

Minneapolis 

Atlanta 

Atlanta 

Provincial Corp., Lakeville, Minnesota -- to acquire shares of AmericEd Financial 

Services, LLC, and thereby engage in originating and selling government-guaranteed 

student loans. 

- Withdrawn, December 10, 2001 

South Group Bancshares, Inc., Glennville, Georgia -- to become a bank holding company 

through the acquisition of South Georgia Bank. 

- Approved, December 14, 2001 

Southern Community Bancshares, Inc., Fayetteville, Georgia -- to become a bank holding 

company through the acquisition of Southern Community Bank. 

- Approved, December 14, 2001 

(AC) = Addition or Correction Delegated - Page 3 of 9 
H.2 Actions under delegated authority December 9, 2001 to December 15, 2001 

Bank Holding Companies 

St. Louis 

Tri-State Financial Services, Inc., Memphis, Tennessee -- to acquire Tri-State Bank of 

Memphis. 

- Withdrawn, December 11, 2001 

Bank Mergers 

Secretary 

Centennial Bank of the West, Fort Collins, Colorado -- to merge with The Berthoud 

National Bank, Berthoud, and thereby establish branches. 

- Approved, December 14, 2001 

Cleveland 

Fifth Third Bank, Indiana, Indianapolis, Indiana -- to merge with Fifth Third Bank, 

Southwest, FSB, Scottsdale, Arizona. 

- Approved, December 13, 2001 

Richmond 

The First Bank and Trust Company, Lebanon, Virginia -- to merge with First Bank and 

Trust Company of Tennessee, Johnson City, Tennessee. 

- Approved, December 13, 2001 

Chicago 

Iowa State Bank, Sheldon, Iowa -- to merge with Iowa State Bank, Orange City, and 

thereby establish branches in Sheldon, Alton, Craig, Orange City, and Ireton. 

- Approved, December 14, 2001 

Richmond 

Potomac Valley Bank, Petersburg, West Virginia -- to merge with South Branch Valley 

National Bank, Moorefield. 

- Approved, December 12, 2001 

Atlanta 

Southern Security Bank, Hollywood, Florida -- to acquire certain assets and assume 

certain liabilities of PanAmerican Bank, Miami. 

- Approved, December 14, 2001 

(AC) = Addition or Correction Delegated - Page 4 of 9 
H.2 Actions under delegated authority December 9, 2001 to December 15, 2001 

Banks, Nonmember, And Miscellaneous Institutions 

Dallas 

American Pad and Papers Co., Dallas, Texas -- deregistration under Regulation U. 

- Approved, December 12, 2001 

Banks, State Member 

San Francisco 

Desert Community Bank, Victorville, California -- to establish a financial subsidiary, DCB 

Insurance Services. 

- Approved, December 10, 2001 

Change In Bank Control 

Chicago 

Alliance Financial Corp., New Buffalo, Michigan -- change in bank control. 

- Permitted, December 11, 2001 

Competitive Factors Reports 

Chicago 

Bank One, N.A., Chicago, Illinois; Bank One, Columbus, N.A., Columbus, Ohio; Bank 

One, Colorado, N.A., Denver, Colorado; Bank One, Illinois, N.A., Springfield, Illinois; 

and Bank One, Indiana, N.A., Indianapolis, Indiana -- report on competitive factors of 

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

Bank, National Association, Wilmington, Delaware; and of First USA Bank's proposed 

purchase of certain assets and assumption of certain liabilities of Bank One, N.A., 

Chicago, Illinois. 

- Submitted, December 14, 2001 

Dallas 

BK2 Bank, SSB, Houston, Texas -- report on competitive factors of the proposed 

merger with Franklin Bank, SSB, Austin. 

- Submitted, December 14, 2001 

Cleveland 

Charleroi Financial MHC, Charleroi, Pennsylvania -- report on competitive factors of the 

proposed mergers of Charleroi Interim Bank and CFSB Interim Bank with Charleroi 

Federal Savings Bank as part of a conversion and reorganization. 

- Submitted, December 12, 2001 

(AC) = Addition or Correction Delegated - Page 5 of 9 
H.2 Actions under delegated authority December 9, 2001 to December 15, 2001 

Competitive Factors Reports 

Minneapolis 

Citibank (South Dakota), N.A. Sioux Falls, South Dakota -- report on competitive 

factors of the proposed merger with Associates National Bank (Delaware), Newark, 

Delaware. 

- Submitted, December 10, 2001 

Cleveland 

Dallas 

Dallas 

Citizens National Bank & Trust of Hazard, Hazard, Kentucky -- report on competitive 

factors of the proposed merger with Citizens National Bank Interim. 

- Submitted, December 12, 2001 

Hyperion BK2, LLC, Hyperion BK2 Ventures LP, Hyperion BK2 LP, BK2, Inc., and 

BK2 Holdings, Inc., all in Uniondale, New York; and BK2 Bank, SSB, Houston, 

Texas -- report on competitive factors of the proposed merger with Franklin Bank, SSB, 

Austin, Texas.

- Submitted, December 13, 2001 

National Bank, N.A., Gatesville, Texas -- report on competitive factors of the proposed 

merger with New Gatesville Bank, N.A. 

- Submitted, December 12, 2001 

Extensions Of Time 

Kansas City 

BancFirst, Oklahoma City, Oklahoma -- extension to January 10, 2002, to establish a 

branch at 608 George Nigh Expressway, McAlester. 

- Granted, December 10, 2001 

Dallas 

Bank of DeSoto, N.A., Employee Stock Ownership Trust, DeSoto, Texas -- extension 

to March 20, 2002, to acquire D Bancorp, Inc. and Bank of DeSoto, N.A. 

- Granted, December 14, 2001 

(AC) = Addition or Correction Delegated - Page 6 of 9 
H.2 Actions under delegated authority December 9, 2001 to December 15, 2001 

Extensions Of Time 

San Francisco 

Farmers and Merchants Bank of Central California, Lodi, California -- extension to 

December 28, 2002, to establish a branch at 3500 Dale Road, Modesto. 

- Granted, December 13, 2001 

Secretary 

FirstMerit Corporation, Akron, Ohio -- extension to October 23, 2002, to divest of 

certain real estate. 

- Granted, December 12, 2001 

San Francisco 

Northrim BanCorp, Inc., Anchorage, Alaska -- extension to March 14, 2002, to acquire 

Northrim Bank. 

- Granted, December 12, 2001 

Financial Holding Companies 

Chicago 

First Mid-Illinois Bancshares, Inc., Mattoon, Illinois -- election to become a financial 

holding company. 

- Effective, December 12, 2001 

International Operations 

Director, BS&R 

Citigroup Inc., New York, New York -- to establish CitiStreet International, LLC, 

Quincy, Massachusetts, as an agreement corporation; and for CitiStreet International to 

invest in CitiStreet Australia. 

- Approved, December 14, 2001 

Director, BS&R 

Fleet National Bank, Providence, Rhode Island -- to establish Fleet Overseas Capital, 

LLC as an agreement corporation. 

- Approved, December 14, 2001 

(AC) = Addition or Correction Delegated - Page 7 of 9 
H.2 Actions under delegated authority December 9, 2001 to December 15, 2001 

International Operations 

Director, BS&R 

JPMorgan Chase Bank, New York, New York -- waiver of remainder of notification 

period to make an equity investment, through J.P. Morgan International Finance, Ltd., 

Wilmington, Delaware, in a Netherlands special-purpose lending vehicle. 

- Granted, December 14, 2001 

Director, BS&R 

SouthTrust Bank, Birmingham, Alabama -- to establish SouthTrust International, Inc. as 

an agreement corporation; and for SouthTrust International to invest in SouthTrust Hong 

Kong, Ltd. 

- Approved, December 11, 2001 

Director, BS&R 

State Street Bank and Trust Company, Boston, Massachusetts -- to make an additional 

investment in its Edge and agreement corporations; to establish CitiStreet International, 

LLC, Quincy, as an agreement corporation; and for CitiStreet International to invest in 

CitiStreet Australia. 

- Approved, December 14, 2001 

Membership 

Atlanta 

Embry National Bank, Lawrenceville, Georgia -- membership in the Federal Reserve 

System. 

- Approved, December 14, 2001 

Regulations And Policies 

FOMC

Federal Open Market Committee -- minutes of the meeting of November 6, 2001. 

- Published, December 13, 2001 

Director, C&CA 

Regulation Z (Truth in Lending) -- request for comment on proposed revisions to official 

staff commentary regarding timing of disclosures placed on the same document with the 

credit contract, disclosure of costs for credit insurance, and definition of business day for 

purposes of rescission [Docket No. R-1118]. 

- Approved, December 7, 2001 (AC) 

(AC) = Addition or Correction Delegated - Page 8 of 9 
H.2 Actions under delegated authority December 9, 2001 to December 15, 2001 

Regulations And Policies 

FOMC

Short-term Interest Rates -- decrease in the target for the federal funds rate from 2 

percent to 1-3/4 percent. 

- Approved, December 11, 2001 

(AC) = Addition or Correction Delegated - Page 9 of 9 
District 1

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, December 15, 2001 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period 

CIC Falmouth Bancorp, Inc., Falmouth, Massachusetts - notice by Newspaper - 01/02/2002 

Santos P. Pasqualucci to acquire up to 15% of the voting shares Fed Reg - N/Avail 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application 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 Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 2

Federal Reserve Bank of New York

Applications and notifications filed during the week ending Saturday, December 15, 2001 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

18(c) United States Trust Company of New York, New York, New Newspaper – N/Avail 

York, to merge with U.S. Trust Company of New Jersey, 

Princeton, New Jersey.* 

* Subject to the provisions of the Community Reinvestment Act 

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

Ending date of 

Type Application comment period 

None 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application 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 Examination CRA CRA Exam type 

number Institution/Location date public date 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, December 15, 2001 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period 

None 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application 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 Examination CRA CRA Exam type 

number Institution/Location date public date 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, December 15, 2001 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

Branch Received notice on 12/11/2001 from Fifth Thrird Bank, 12/17/2001 

Cincinnati, OH of its intent to establish a branch at 155 West 

Nationwide Boulevard, Columbus, OH.* 

* Subject to the provisions of the Community Reinvestment Act 

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

Ending date of 

Type Application comment period 

None 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application 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 Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

381727 The First State Bank of West 10/09/2001 12/12/2001 S X 

Manchester, 101 North Main Street, 

West Manchester, OH 45328 

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, December 15, 2001 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

Branch New Peoples Bank, Inc., Honaker, Virginia, to establish a 

branch at 326 East Jackson Street (State Route 71), Gate City, 

Virginia.* 

Branch Pioneer Bank, Stanley, Virginia, to establish a branch at 120 

South Main Street, Harrisonburg, Virginia.* 

Branch Frederick County Bank, Frederick, Maryland, to operate a 

mobile branch by providing a courier service to pick up noncash deposits from customers at locations in Frederick County, 

Maryland.* 

Newspaper - 12/21/2001 

Newspaper - 12/21/2001 

Newspaper - 12/28/2001 

* Subject to the provisions of the Community Reinvestment Act. 

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

Ending date of 

Type Application comment period 

3(a)(3) First Charter Corporation, Charlotte, North Carolina, to acquire Fed Reg - 01/11/2001 

5.32% of the voting securities of Catawba Valley Bankshares, Newspaper - N/Avail 

Inc., Hickory, North Carolina* 

*Subject to the provisions of the Community Reinvestment Act. 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application 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 Examination CRA CRA Exam type 

number Institution/Location date public date 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, December 15, 2001 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

Branch SunTrust Bank, Atlanta, Georgia, to establish a branch located at 

3129 Marshall Hall Road, Bryans Road, Maryland, to be known 

as the Bryans Road Safeway Office. 

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

located at the southwest corner of Hebron Parkway and Old 

Denton Road, Carrollton, Texas, to be known as the CarrolltonHebron Branch. 

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

located at the corner of Crosshaven Drive and Sunview Drive, 

Birmingham, Alabama, to be known as the Cahaba HeightsCross Haven Branch. 

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

located at the southeast corner of Elliot Road and Val Vista 

Drive, Mesa, Arizona, to be known as the Mesa-Elliot Branch. 

12/27/2001* 

12/20/2001* 

12/20/2001* 

12/20/2001* 

*Subject to provisions of the Community Reinvestment Act 

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

Ending date of 

Type Application comment period 

3(a)(1) C&S Bancorporation, Savannah, Georgia, to become a bank 

holding company by acquiring Citizens & Southern Bank, 

Savannah, Georgia (in organization). 

3(a)(5) Marion County Bancshares, Inc., Hamilton, Alabama, to merge 

with Triangle Bancorporation, Carbon Hill, Alabama, and 

thereby acquire its subsidiaries, Bank of Carbon Hill, Carbon 

Hill, Alabama, Bank of Berry, Berry, Alabama, and Bank of 

Parrish, Parrish, Alabama. 

3(a)(1) Morton Bancorp, Inc., Morton, Mississippi, to become a bank 

holding company by acquiring Bank of Morton, Morton, 

Mississippi. 

Newspaper 01/03/2002* 

Fed Reg - 01/14/2002* 

N/Avail* 

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

Ending date of 

Type Application comment period 

None 

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

Type Application 

COM Southern Bancorp, Inc., Marietta, Georgia, commitment waiver 

request. 

COM Unity Holdings, Inc., Cartersville, Georgia, commitment waiver 

request. 

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 Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

972237 Transatlantic Bank 08/20/2001 12/13/2001 S X 

48 East Flagler Street 

Miami, Florida 33131 

(305) 377-0200 
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, December 15, 2001 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

18C Comerica Bank-California, San Jose, California, for prior 

approval to purchase certain assets and assume certain liabilities 

of Progress Bank, Blue Bell, Pennsylvania.* 

Branch Hinsdale Bank & Trust Company, Hinsdale, Illinois, for prior 

approval to establish a branch at 17 E. Burlington Avenue, 

Riverside, Illinois.* 

18C & Branches Iowa State Bank, Sheldon, Iowa, for prior approval to acquire 

through merger Iowa State Bank, Orange City, Iowa and thereby 

to establish the following branch offices: 627 2nd Ave., 

Sheldon, Iowa; 103 3rd Ave., Alton, Iowa; 305 Oak Street, 

Craig, Iowa; 105 Albany Ave., Orange City, Iowa, and 308 

Main, Ireton, Iowa.* 

Newspaper – N/Avail 

Newspaper – 01/07/2002 

Newspaper – 12/7/2001 

* Subject to the provisions of the Community Reinvestment Act 

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

Ending date of 

Type Application comment period 

3(a)(1) Bancshares Holding Corp., Downers Grove, Illinois, for prior 

approval to become a bank holding company through the 

acquisition of 100 percent of the voting shares of The Bank of 

Commerce, Downers Grove, Illinois.* 

3(a)(1) CFB Holding Company, Clinton, Iowa, for prior approval to 

become a bank holding company through the acquisition of 100 

percent of the voting shares of Citizens First Bank, Clinton, 

Iowa.* 

4(c)(8) FBOP Corporation, Oak Park, Illinois, for prior approval to 

acquire 100 percent of the voting shares of Bank Plus 

Corporation, Los Angeles, California and thereby indirectly 

acquire Fidelity Federal Bank, FSB, Glendale, California and 

thereby engage in operating a savings and loan association and 

to acquire Gateway Investment Services, Inc., Los Angeles, 

California and thereby engage in securities brokerage activities.* 

Fed Reg – 12/17/2001 

Newspaper – 12/14/2001 

Fed Reg – 12/10/2001 

Newspaper – 12/13/2001 

Fed Reg – 12/27/2001 

Newspaper – 10/08/2001 
Section II – Applications subject to both newspaper and Federal Register notice 

Ending date of 

Type Application comment period 

4(c)(8) First Mutual of Richmond, Inc., Richmond, Indiana and 

Richmond Mutual Bancorporation, Inc., Richmond, Indiana, for 

prior approval to acquire 100 percent of the voting shares of 

AmTrust Capital Corp., Peru, Indiana and thereby indirectly 

acquire American Trust Federal Savings Bank, Peru, Indiana 

and Indiana Financial Service Corporation, Peru, Indiana.* 

3(a)(3) Independence Bancshares, Inc., Independence, Iowa, for prior 

approval to acquire 100 percent of the voting shares of Fairbank 

Bancshares Corp., Fairbank, Iowa and thereby indirectly acquire 

Fairbank State Bank, Fairbank, Iowa.* 

3(a)(5) & 4(c)(8) Marshall & Ilsley Corporation, Milwaukee, Wisconsin, for prior 

approval to acquire 100 percent of the voting shares of Richfield 

State Agency, Inc., Richfield, Minnesota and thereby indirectly 

acquire Richfield Bank & Trust Co., Richfield, Minnesota, R 

Community Investments, Inc., Sun Lake II, L.L.C., The Oaks, 

L.L.C., Eastwood Village, L.L.C. and Eastwood Village III, 

L.L.C.* 

3(a)(1) Peoples Bancorp., Rock Valley, Iowa, for prior approval to 

become a bank holding company through the acquisition of 100 

percent of the voting shares of Peoples Bank, Rock Valley, 

Iowa.* 

3(a)(3) River Valley Bancorp, Inc., Eldridge, Iowa, for prior approval to 

acquire 100 percent of the outstanding voting shares of State 

Bank of Seaton, Seaton, Illinois.* 

3(a)(1) Spector Properties, Inc., Chicago, Illinois, for prior approval to 

become a bank holding company by retaining 23.8 percent of the 

voting shares of Andalusia Community Bank, Andalusia, 

Illinois.* 

CC Notification by Omar C. Wilhelms, Janice R. Wilhelms and 

Delores J. Meiners, of a Change in Control to retain control of 

Shannon Bancorp, Inc., Shannon, Illinois. 

3(a)(1) TCSB Bancorp, Inc., Traverse City, Michigan, for prior 

approval to become a bank holding company through the 

acquisition of 100 percent of the outstanding shares of Traverse 

City State Bank, Traverse City, Michigan.* 

CC Notification by Merrill G. Norton and Suellyn Norton, of a 

Change in Control to retain control of more than 10 percent of 

the voting shares of Vermilion Bancorp, Inc., Danville, Illinois. 

Fed Reg – N/Avail 

Newspaper – N/Avail 

Fed Reg – 11/28/2001 

Newspaper – 11/30/2001 

Fed Reg – N/Avail 

Newspaper – N/Avail 

Fed Reg – 12/31/2001 

Newspaper – N/Avail 

Fed Reg – 01/14/2002 

Newspaper – N/Avail 

Fed Reg – 12/19/2001 

Newspaper – 12/21/2001 

Fed Reg – 12/18/2001 

Newspaper – 12/10/2001 

Fed Reg – 01/11/2002 

Newspaper – N/Avail 

Fed Reg – 12/19/2001 

Newspaper –12/10/2001 

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

Ending date of 

Type Application comment period 

4(c)(8) Peoples Bancorp., Rock Valley, Iowa, for prior approval to Fed Reg – 12/31/2001 

retain Peoples Financial Inc., Rock Valley, Iowa and thereby 

engage in insurance activities in a place of less than 5, 000 in 

population. 

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

Type Application 

4(c)(8) Midwest Banc Holdings, Inc., Melrose Park, Illinois, for prior 

approval to engage directly or indirectly in certain nonbanking 

activities, de novo, through the acquisition of the assets of a 

going concern or through direct or indirect ownership, control or 

power to vote at least 1,000 shares (100 per cent) of Midwest 

Financial and Investment Services, Inc., an Illinois corporation. 

4(c)(8) Northern Trust Corporation, Chicago, Illinois, for prior approval 

to engage in the activity as a commodity pool operator through 

its subsidiary, Northern Trust Global Advisors, Inc. 

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. 
Section V – Availability of CRA public evaluations 

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

2239288 North Shore Community Bank & 

Trust 

1145 Wilmette Avenue 

Wilmette, Illinois 60091 

(847) 853-1145 

2119773 Hinsdale Bank & Trust 

25 E. First Street 

Hinsdale, Illinois 60521 

(630) 323-4404 

05/21/2001 12/11/2001 S X 

05/21/2001 12/14/2001 S X 

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, December 15, 2001 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period 

3(a)(3) Notice by Mercantile Bancorp, Inc., Quincy, Illinois, to acquire 

9 percent of NorthStar Bancshares, Inc., Kansas City, Missouri. 

(Previously submitted during the week ending December 8, 

2001)* 

Newspaper – 1/7/2002 

Fed Reg – 1/10/2002 

3(a)(1) Notice by Hardin County Bancorp, Inc., Rosiclare, Illinois, to 

acquire 100 percent of the voting shares of State Bank of 

Rosiclare, Rosiclare, Illinois.* 

Newspaper – N/Avail. 

Fed Reg – N/Avail. 

* Subject to the provisions of the Community Reinvestment Act 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

4(c)(8) Notice by Union Planters Corporation, Memphis, Tennessee, to Fed Reg – N/Avail. 

acquire Union Planters Investment Advisors, Inc., Memphis, 

Tennessee, and thereby indirectly engage, de novo, in 

investment advisory activities. 
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 Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

970242 Arvest Bank, Rogers Arkansas 5/21/2001 12/12/2001 S X 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 
District 9

Federal Reserve Bank of Minneapolis

Applications and notifications filed during the week ending Saturday, December 15, 2001 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period 

None 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application 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 Examination CRA CRA Exam type 

number Institution/Location date public date 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, December 15, 2001 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

Branch Community Banks of Colorado, Greenwood Village, Colorado, 

for prior approval to establish a branch at 255 Gold Rivers Road 

#140, Basalt, Colorado. 

Newspaper – 01/07/2002 

Branch Gold Bank, Leawood, Kansas, for prior approval to establish a 

branch at 18800 East Highway 40, Independence, Missouri. 

Newspaper – 12/26/2001 

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

Ending date of 

Type Application comment period 

None 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application 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 Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

154257 Centennial Bank 09/17/2001 12/10/2001 S X 

13700 East Arapahoe Road 

Englewood, Colorado 80112-3903 

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, December 15, 2001 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period 

3(a)(1) Jane Austin Chapman Limited Partnership, L.P., Jacksonville, 

TX, to acquire Austin Bancorp, Inc., Jacksonville, TX, TEB, Inc., 

Shreveport, LA, Austin Bank, Texas National Association, 

Jacksonville, TX, Capital Bancorp, Inc., Jacinto City, TX, JACI, 

Inc., Wilmington, DE, Capital Bank, Jacinto City, TX, Frankston 

Bancorp, Inc., Frankston, TX, FDB, Inc., Dover, DE, First State 

Bank, Frankston, TX, and First State Bank, Athens, TX* 

(previously reported the week ending November 24, 2001) 

3(a)(1) Andrews Holding Company, Andrews, TX, to acquire 

Commercial State Bank, Andrews, TX* 

3(a)(3) Baylor Bancshares, Inc., Seymour, TX, and Baylor Delaware 

Corporation, Wilmington, DE, to acquire Citizens State Bank, 

Princeton, TX* 

Fed Reg – 12/27/2001 

Newspaper – 12/22/2001 

Fed Reg – 01/11/2002 

Newspaper – N/Avail 

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 

Ending date of 

Type Application 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 Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

913267 Legacy Bank of Texas 

1105 W. 15th Street & Alma Road 

Plano, Texas 75075-7247 

1017658 Texas State Bank 

3900 North 10th Street 

McAllen, Texas 78501-1719 

491569 Texas Bank 

102 North Main Street 

Weatherford, Texas 76086-3241 

407252 FNB West Texas 

3000 Olton Road, 

Plainview, Texas 79072 

04/23/2001 08/11/2001 S X 

06/18/2001 10/13/2001 O X 

08/06/2001 11/10/2001 S X 

10/01/2001 12/15/2001 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, December 15, 2001 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period 

None 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application 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 Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None