Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 11

Week Ending March 11, 2000

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions March 5, 2000 to March 11, 2000

Bank Holding Companies

Financial holding companies -- elections by 109 domestic bank holding companies 

and eight foreign banks to become financial holding companies.

- Approved, March 10, 2000 

Regulations And Policies

Regulation D -- interpretation to designate the European Central Bank as a 

supranational entity for purposes of certain time deposits.

- Approved, March 6, 2000 

Regulation H -- interim rule to authorize state member banks to own financial 

subsidiaries that underwrite, deal, and make a market in securities and request for 

comment on the rule (Docket No. R-1064).

- Approved, March 10, 2000 

Regulation Y -- interim rule to list financial activities permissible for financial holding 

companies and to provide procedures for additional activities to be added to the list, 

and request for comment on the rule (Docket No. R- 1062).

- Approved, March 10, 2000 

Reguation Y -- interim rule to impose two section 20 operating standards on 

financial holding companies engaged in securities underwriting, dealing, or marketmaking activitiesand request for comment on the rule (Docket No. R-1063).

- Approved, March 10, 2000 

Enforcement

Banco Nacional de Mexico, Mexico City, Mexico; Banco Internacional, S.A., and 

Banco Santander, Madrid, Spain -- termination of temporary cease and desist orders 

and notices of charges issued May 18, 1998.

- Approved, March 10, 2000 

Banco Popular de Puerto Rico, Hato Rey, Puerto Rico -- written agreement dated 

March 9, 2000, with the Federal Reserve Bank of New York.

- Announced, March 9, 2000 

(AC) = Addition or Correction Board - Page 1 of 1
March 5, 2000 to March 11, 2000

BS&R

C&CA

FOMC

RBOPS

IF

OSDM

Banking Supervision and Regulation

Consumer and Community Affairs

Federal Open Market Committee

Reserve Bank Operations and Payment

International Fiance

Office of Staff Director for Management

H.2 Actions under delegated authority

Bank Branches, Domestic

Community Bank-Dove Creek, Dove Creek, Colorado -- to establish a branch at 

1438 Main, Cortez.

- Approved, March 9, 2000 

Kansas City

Security Bank, Coos Bay, Oregon -- to establish a branch at 567 SE Jackson, 

Roseburg.

- Approved, March 6, 2000 

Secretary

SunTrust Bank, Atlanta, Georgia -- to establish a branch at 1313 London Towne 

Boulevard, Sykesville, Maryland.

- Approved, March 6, 2000 

Atlanta

Bank Holding Companies

Bank of Montreal, Montreal, Canada, and Bankmont Financial Corp., Chicago, 

Illinois -- to establish Lending, Inc., Chicago, and engage in extending credit and 

servicing loans.

- Approved, March 10, 2000 

Chicago

BGC Bancorp, Inc., Gibson City, Illinois -- to become a bank holding company 

through the acquisition of American National Bank, Sac City, Iowa.

- Withdrawn, March 9, 2000 

Chicago

Central Financial Corporation, Hutchinson, Kansas -- to acquire shares of NorthStar 

Bancshares, Inc., Riverside, Missouri.

- Approved, March 9, 2000 

Kansas City

(AC) = Addition or Correction Delegated - Page 1 of 7
H.2 Actions under delegated authority March 5, 2000 to March 11, 2000

Bank Holding Companies

Community National Corporation, Lexington, Tennessee -- to redeem shares.

- Approved, March 10, 2000 

St. Louis

Davis Trust Financial Corporation, Elkins, West Virginia -- to become a bank 

holding company through the acquisition of Davis Trust Company.

- Approved, March 7, 2000 

Richmond

Dime Bancorp, Inc., New York, New York -- commenter's request to extend the 

public comment period for the proposed merger with Hudson United Bancorp, 

Mahwah, New Jersey.

- Denied, March 8, 2000 

Secretary

Exchange National Bancshares, Inc., Jefferson City, Missouri -- waiver of 

notification requirement in connection with the proposed acquisition of CNS 

Bancorp, Inc., and its subsidiary thrift, City National Savings Bank, FSB.

- Granted, March 9, 2000 

St. Louis

First Northern Community Bancorp, Dixon, California -- to become a bank holding 

company as a result of a corporate reorganization involving First Northern Bank of 

Dixon, and to acquire First Northern Bank of Dixon.

- Approved, March 8, 2000 

San Francisco

Liberty Bancshares, Inc., Saint Paul, Minnesota -- to redeem shares.

- Approved, March 7, 2000 

Minneapolis

Marquette Bancshares, Inc., Minneapolis, Minnesota -- to acquire Apocalypse 

Corporation and thereby engage in financial and investment advisory, and securities 

brokerage activities.

- Approved, March 9, 2000 

Minneapolis

(AC) = Addition or Correction Delegated - Page 2 of 7
H.2 Actions under delegated authority March 5, 2000 to March 11, 2000

Bank Holding Companies

Old Kent Financial Corporation, Grand Rapids, Michigan -- to merge with Grand 

Premier Financial, Inc., Wauconda, Illinois, and thereby acquire Grand National 

Bank; and for Old Kent Bank, Grand Rapids, to merge with Grand National Bank 

and to retain and operate the current main office and branches.

- Approved, March 6, 2000 

Secretary

Omni Financial Services, Inc., Atlanta, Georgia -- to become a bank holding 

company through the acquisition of United National Bank, Fayetteville, North 

Carolina.

- Approved, March 7, 2000 

Richmond

Oswego Community Bank Employee Stock Ownership Plan, Oswego, Illinois -- to 

become a bank holding company through retention and acquisition of shares of 

Oswego Bancshares, Inc. and thereby acquire Oswego Community Bank.

- Withdrawn, March 10, 2000 

Chicago

Park National Corporation, Newark, Ohio -- to acquire UB Bancshares, Inc., 

Bucyrus, and SNB Corp., Greenville.

- Approved, March 6, 2000 

Cleveland

Republic Bancorp Co., Orland Park, Illinois -- to continue to engage de novo in loan 

participations with its subsidiary, Republic Bank of Chicago, Darien.

- Approved, March 7, 2000 

Chicago

Vision Bancshares, Inc., Gulf Shores, Alabama -- to become a bank holding company 

through the acquisition of Vision Bank, a de novo bank.

- Approved, March 7, 2000 

Atlanta

Wells Fargo and Company, San Francisco, California -- to acquire an equity interest 

in Billpoint, Inc., San Jose.

- Approved, March 7, 2000 

San Francisco

(AC) = Addition or Correction Delegated - Page 3 of 7
H.2 Actions under delegated authority March 5, 2000 to March 11, 2000

Bank Mergers

AmSouth Bank, Birmingham, Alabama -- to merge with First American Federal 

Savings Bank, Dalton, Georgia, and establish branches at the current locations of 

First American.

- Approved, March 8, 2000 

Secretary

Banks, State Member

Citizens Trust Bank, Atlanta, Georgia -- to acquire the deposits and certain assets of 

Mutual Federal Savings Bank of Atlanta and to establish branches at 2577 Martin 

Luther King Jr. Drive and 205 Auburn Avenue.

- Approved, March 7, 2000 

Atlanta

CSB Bank, Capac, Michigan -- to acquire branches of Old Kent Bank, Grand 

Rapids, at 3 North Main Street, Yale, and 8111 Main Street, Memphis, and establish 

branches at those locations.

- Approved, March 6, 2000 

Chicago

Competitive Factors Reports

Bank of Wood River, Wood River, Nebraska -- report on competitive factors of the 

proposed merger with Stromsburg Bank, Stromsburg, and First National Bank and 

Trust Company, Aurora.

- Submitted, March 8, 2000 

Kansas City

Bremer Bank, National Association, Menomonie, Wisconsin -- report on competitive 

factors of the proposed merger with Northwest Savings Bank, Amery.

- Submitted, March 9, 2000 

Minneapolis

First Charter Mutual Holding Company, West Point, Georgia -- report on 

competitive factors of the proposed formation of a mutual holding company through 

the acquisition of CharterBank.

- Submitted, March 8, 2000 

Atlanta

(AC) = Addition or Correction Delegated - Page 4 of 7
H.2 Actions under delegated authority March 5, 2000 to March 11, 2000

Competitive Factors Reports

First County Bank, N.A., Chardon, Ohio -- report on competitive factors of the 

proposed merger with Metropolitan National Bank, Youngstown.

- Submitted, March 8, 2000 

Cleveland

First Federal Savings and Loan Association of Warren, Warren, Ohio -- report on 

competitive factors of the proposed merger with Ravenna Savings Bank, Ravenna.

- Submitted, March 3, 2000 (AC)

Cleveland

Lippo Bank, San Francisco, California -- report on competitive factors of the 

proposed merger with First Bank of California, Sacramento.

- Submitted, March 9, 2000 

St. Louis

Milton Federal Savings Bank, West Milton, Ohio -- report on competitive factors of 

the proposed merger with The First National Bank of Zanesville.

- Submitted, March 8, 2000 

Cleveland

NBC National Bank, Knoxville, Tennessee -- report on competitive factors of the 

proposed merger with National Bank of Commerce, Memphis.

- Submitted, March 9, 2000 

St. Louis

North Country Bank and Trust, Manistique, Michigan -- report on competitive 

factors of the proposed acquisition of the Alanson and Glen Arbor branches of Old 

Kent Bank, Grand Rapids.

- Submitted, March 10, 2000 

Minneapolis

Powell County Bank, Stanton, Kentucky -- report on competitive factors of the 

proposed merger with Whitaker Bank, N.A., Lexington.

- Submitted, March 8, 2000 

Cleveland

(AC) = Addition or Correction Delegated - Page 5 of 7
H.2 Actions under delegated authority March 5, 2000 to March 11, 2000

Competitive Factors Reports

Prairie State Bank, Augusta, Kansas -- report on competitive factors of the proposed 

merger with Suburban West State Bank, Goddard.

- Submitted, March 8, 2000 

Kansas City

Security First Bank, Sidney, Nebraska -- report on competitive factors of the 

proposed merger with First State Bank of Gothenburg.

- Submitted, March 8, 2000 

Kansas City

The Union National Bank of Mount Carmel, Mount Carmel, Pennsylvania -- report 

on competitive factors of the proposed purchase of certain assets and assumption of 

certain liabilities of the Numidia branch, Catawissa, of First Columbia Bank & Trust 

Company, Bloomsburg.

- Submitted, March 8, 2000 

Philadelphia

Wells Fargo and Company, San Francisco, California -- report on competitive factors 

of the proposed consolidation of Wells Fargo Bank (Texas), Houston, Texas; 

Norwest Bank El Paso, N.A., El Paso; and Norwest Bank Texas, N.A., San Antonio, 

under the charter and title of Norwest Bank Texas, N.A., San Antonio.

- Submitted, March 7, 2000 

San Francisco

Extensions Of Time

American Bank of Montana, Bozeman, Montana -- extension to April 22, 2001, to 

establish a branch at 501 East Main Street.

- Granted, March 7, 2000 

Minneapolis

Citizens Trust Bank, Atlanta, Georgia -- extension to March 11, 2001, to establish a 

branch at Cascade Crossing Phase II.

- Granted, March 10, 2000 

Atlanta

(AC) = Addition or Correction Delegated - Page 6 of 7
H.2 Actions under delegated authority March 5, 2000 to March 11, 2000

Extensions Of Time

Smith River Bankshares, Inc., Martinsville, Virginia -- extension to June 10, 2000, to 

become a bank holding company through the acquisition of Smith River Community 

Bank, N.A., a de novo bank.

- Granted, March 9, 2000 

Richmond

Membership

Lamar Bank and Trust Company, Lamar, Missouri -- to become a member of the 

Federal Reserve System.

- Approved, March 7, 2000 

Kansas City

Regulations And Policies

Regulation Y -- extension to March 31, 2000, to receive comments from a 

commenter on proposed amendment to anti-tying provisions to add an exception for 

private-label credit card operations of banks affiliated with retailers.

- Granted, March 8, 2000 

Secretary

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

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, March 11, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 2

Federal Reserve Bank of New York

Applications and notifications filed during the week ending Saturday, March 11, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

FBSEA Credit Commercial de France, Paris, France, to establish a

representative office in New York, New York.

Newspaper – N/Avail

FBSEA Banco Comercial Portugues, S.A., Porto, Portugal, to establish a

representative office in Miami, Florida.

Newspaper – N/Avail

FBSEA Arab Banking Corporation (B.S.C.), Manama, Bahrain, to

establish a federally licensed uninsured branch in Greenwich,

Connecticut.

Newspaper – N/Avail

FBSEA UBS, AG, Zurich, Switzerland, to establish a representative

office in Beverly Hills, California.

Newspaper – N/Avail

FBSEA Banco Itau S.A., Sao Paulo, Brazil, to establish a representative

office in Miami, Florida.

Newspaper – N/Avail

FBSEA Deutsche Hypothekenbank Frankfurt-Hamburg AG, Frankfurt,

Germany, to establish a representative office in New York, New

York.

Newspaper – N/Avail

FBSEA The Chuo Trust & Banking Co., Ltd., Tokyo, Japan, to establish

a representative office in New York, New York.

Newspaper – N/Avail

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

Type Application

Ending date of

comment period

3(a)(1)/3(a)(3)/

4(c)(8)

The Charles Schwab Corporation, San Francisco, California,

(1) to become a bank holding company by acquiring directly

or indirectly all of the shares of U.S. Trust Corporation, New

York, New York, and its bank subsidiaries, United States Trust

Company, U.S. Trust Company National Association, U.S.

Trust Company, U.S. Trust Company of New Jersey; and an

intermediate bank holding company, U.S.T.L.P.O. Corp.,

New York, New York, and its bank subsidiary, U.S. Trust

Company of Texas, National Association; (2) to retain control

Newspaper – 04/02/2000

Fed Reg – 04/07/2000
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

(cont’d) of U.S. Trust Company of North Carolina, currently a nondeposit trust company, after it becomes a "bank" as defined in

the Bank Holding Company Act, and to retain control of NCT

Holdings, Inc. when it becomes an intermediate bank holding

company; (3) to acquire the shares of U.S. Trust Company of

Florida Savings Bank and operate a savings association; to

acquire the shares of U.S. Trust Company of North Carolina and

U.S. Trust Company of Delaware and engage in trust company

functions; to acquire the shares of NCT Opportunities Inc and

CTC Consulting, Inc. and engage in providing financial and

investment advice.*

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 3

Federal Reserve Bank of Philadelphia

Applications and notifications filed during the week ending Saturday, March 11, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 4

Federal Reserve Bank of Cleveland

Applications and notifications filed during the week ending Saturday, March 11, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, March 11, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch FNB Southeast, Reidsville, North Carolina, to establish a

branch at 7210 Wrightsville Avenue, Wilmington, North

Carolina.*

Newspaper – 03/20/2000

Branch F&M Bank – Richmond, Richmond, Virginia, to establish

a branch at 14100 Hull Street Road, Chesterfield, Virginia.*

Newspaper – 03/20/2000

Branch F&M Bank – Emporia, Emporia, Virginia, to establish a

branch at 100 Dominion Drive, Emporia, Virginia.*

Newspaper – 03/24/2000

*Subject to the provisions of the Community Reinvestment Act.

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

Type Application

Ending date of

comment period

3(a)(5) Anderson Bancshares, Inc., Hemingway, South Carolina, to

merge with Anderson Brothers Bancshares, Inc., Mullins,

South Carolina.*

Fed Reg – 04/07/2000

Newspaper - N/Avail

*Subject to the provisions of the Community Reinvestment Act.

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

4(J) Centura Banks, Inc., Rocky Mount, North Carolina, to purchase

certain assets and assume certain liabilities of NCS Mortgage

Services, L.L.C., and National Consumer Services Corp. II,

L.L.C., both of Norcross, Georgia.

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week ending Saturday, March 11, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

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

the Northeast quadrant of the Intersection of Pooler Parkway and

Benton Drive, Pooler, Georgia, to be known as the Pooler

Godley Station Office.

03/14/2000*

Branch Red River Bank, Alexandria, Louisiana, to establish a branch

located at 2154 North Mall Drive, Alexandria, Louisiana.

03/18/2000*

*Subject to provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(1) Futurus Financial Services, Inc., Roswell, Georgia, to become a

bank holding company by acquiring Futurus Bank, N.A.,

Roswell, Georgia (in organization).

Fed Reg – 04/07/2000*

*Subject to provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

WAIVR SouthTrust Corporation, Birmingham, Alabama, application

waiver request for the proposed merger with Security Bancorp,

Inc., San Antonio, Texas, and indirect acquisition of Security

National Bank of San Antonio, San Antonio, Texas.

COM Appalachian Bancshares, Inc., Ellijay, Georgia, commitment

waiver request.

3(a)(1) Tennessee Commerce Bancorp, Inc., Franklin, Tennessee, notice

to become a bank holding company by acquiring Tennessee

Commerce Bank, Franklin, Tennessee.

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

237936 Peoples Bank & Trust Company

Post Office Box 799

Selma, Alabama 36702

(334) 875-1000

11/11/1999 03/06/2000 O X

664336 Metro Bank of Dade County

1320 S. Dixie Highway

Miami, Florida 33156

(305) 670-0200

11/11/1999 03/09/2000 S X
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, March 11, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(3) Indiana United Bancorp, Greensburg, Indiana, for prior approval

to acquire 100 percent of the voting shares of First Affiliated

Bancorp, Inc., Watseka, Illinois, and thereby indirectly acquire

Capstone Bank, National Association, Watseka, Illinois.*

Fed Reg – 03/23/2000

Newspaper – 03/12/2000

3(a)(1) FAB Merger Corporation, Greensburg, Indiana, for prior

approval to acquire 100 percent of the voting shares of First

Affiliated Bancorp, Inc., Watseka, Illinois, and thereby

indirectly acquire Capstone Bank, National Association,

Watseka, Illinois.*

Fed Reg – 03/23/2000

Newspaper – 03/12/2000

3(a)(1) Terre Haute Savings MHC, Inc., Terre Haute, Indiana, for prior

approval to become a bank holding company through the

acquisition of 100 percent of the voting shares of Terre Haute

Savings Bank, Terre Haute, Indiana.*

Fed Reg – 03/27/2000

Newspaper – 03/29/2000

3(a)(1) Oswego Community Bank Employee Stock Ownership Plan,

Oswego, Illinois, for prior approval to become a bank holding

company through the acquisition of 30 percent of the voting

shares of Oswego Bancshares, Inc., Oswego, Illinois, and

thereby indirectly acquire Oswego Community Bank, Owsego,

Illinois.*

Fed Reg – 03/31/2000

Newspaper – 03/30/2000

CIC Notification by Angela Tinervia of a change in control to

acquire 100 percent of New Century Bancorp, Inc., Southfield,

Michigan.

Fed Reg – 03/28/2000

Newspaper – N/Avail

3(a)(1) BGC Bancorp, Inc., Gibson City, Illinois, for prior approval to

become a bank holding company through the acquistion of 100

percent of the voting shares of Bank of Gibson City, Gibson

City, Illinois.*

Fed Reg – 04/03/2000

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

Type Application

Ending date of

comment period

3(a)(3) First Business Bancshares, Inc., Madison, Wisconsin, for prior

approval to acquire 51 percent of the voting shares of The

Business Banc Group, Ltd., Brookfield, Wisconsin, and thereby

indirectly acquire First Business Bank-Milwaukee (in

organization), Brookfield, Wisconsin.*

Fed Reg – 04/07/2000

Newspaper – N/Avail

3(a)(1) The Business Banc Group, Ltd., Brookfield, Wisconsin, for prior

approval to become a bank holding company through the

acquisition of 100 percent of the voting shares of First Business

Bank-Milwaukee (in organization), Brookfield, Wisconsin.*

Fed Reg – 04/07/2000

Newspaper – N/Avail

CIC Notification by the Garst Family (Stephen, Elizabeth, Edward,

Sarah, Rachel, Katherine, and Jennifer) – as a family acting in

concert – proposal to acquire an additional 33 percent of

Audubon Investment Company, and thereby own 100 percent.

In addition, individually Elizabeth Garst will hold power to vote

40 percent of the Audubon Investment Company.

Fed Reg – N/Avail

Newspaper – N/Avail

CIC Notification by William W. Parish, of a change in control to

acquire up to 49 percent of the voting shares of Parish Bank and

Trust Company, Momence, Illinois.

Fed Reg – N/Avail

Newspaper – N/Avail

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

2693264 Delafield State Bank

417 Genesee Street

Delafield, Wisconsin 53018

(414) 646-7636

10/12/1999 03/08/2000 S X

451246 Wayne Bank & Trust Co.

145 W. Main Street

Cambridge City, Indiana 47327

(765) 478-3561

11/08/1999 03/09/2000 S X

49148 Rushville State Bank

P.O. Box 50

Rushville, Illinois 62681

(217) 322-3323

09/07/1999 03/09/2000 O 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, March 11, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Notice by Citizens Bank, New Haven, Missouri, to establish a

branch at High and Fourteenth Streets, Washington, Missouri.*

4/1/2000

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(3) Notice by Maries County Bancorp, Inc., Vienna, Missouri, to

indirectly acquire through its subsidiary bank holding company,

Progress Bancshares, Inc., Sullivan, Missouri, a controlling

interest in Tritten Bancshares, Inc., St. Robert, Missouri. A

companion Section 3(a)(3) notice accompanies this notice.*

Newspaper – 4/7/2000

Fed Reg – 4/10/2000

3(a)(3) Notice by Progress Bancshares, Inc., Sullivan, Missouri, to

directly acquire a controlling interest in Tritten Bancshares, Inc.,

St. Robert, Missouri. A companion Section 3(a)(3) notice

accompanies this notice.*

Newspaper – 4/7/2000

Fed Reg – 4/10/2000

3(a)(5) Notice by BancPlus Corporation, Belzoni, Mississippi, to

acquire First Holmes Corporation, Lexington, Mississippi.*

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

Type Application

Ending date of

comment period

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

Type Application

SMBOTH Notice by Century Bank of the Ozarks, Gainesville, Missouri, to

make a dividend payment.

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 9

Federal Reserve Bank of Minneapolis

Applications and notifications filed during the week ending Saturday, March 11, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(1) Waumandee Bancshares, Ltd., Waumandee, Wisconsin, for prior

approval to become a bank holding company through the

acquisition of 100% of the voting shares of Waumandee State

Bank, Waumandee, Wisconsin.

Newspaper – 4/10/2000

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 10

Federal Reserve Bank of Kansas City

Applications and notifications filed during the week ending Saturday, March 11, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Bank of Nichols Hills, Oklahoma City, Oklahoma, for prior

approval to establish a branch at 701 N. Broadway, Oklahoma

City, Oklahoma.

Newspaper – 03/18/2000

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

Type Application

Ending date of

comment period

3(a)(1) NBM Corp Employee Stock Ownership Plan, McAlester,

Oklahoma, to become a bank holding company through the

acquisition of 30.48 percent of the voting shares of NBM Corp,

McAlester, Oklahoma.

Newspaper – N/Available

FedReg – 04/07/2000

3(a)(1) State Bank of Slater Employee Stock Ownership Plan and Trust,

Slater, Missouri to become a bank holding company through the

acquisition of Slater Bancshares, Inc., Slater, Missouri, and

thereby indirectly acquire State Bank of Slater, Slater, Missouri.

Newspaper – N/Available

FedReg – N/Available

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 11

Federal Reserve Bank of Dallas

Applications and notifications filed during the week ending Saturday, March 11, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

CIC William Henry Terry, Jr., Tuscola, TX, only notificant,

to acquire an interest in

South Taylor County Bancshares, Inc., Tuscola, TX

Fed Reg – 03/14/2000

Newspaper – 03/19/2000

3(a)(1) Corpus Christi Bancshares, Inc., Corpus Christi, TX, to acquire

The First State Bank, Bishop, TX*

Fed Reg – 04/07/2000

Newspaper – N/Avail

3(a)(1) CPBK Holdings, Inc., Houston, TX, to acquire

CPBK Holdings of Delaware, Inc., Wilmington, DE, and

CompuBank, N.A., Houston, TX*

Fed Reg – N/Avail

Newspaper – N/Avail

3(a)(1) CPBK Holdings of Delaware, Inc., Wilmington, DE, to acquire

CompuBank, N.A., Houston, TX*

Fed Reg – N/Avail

Newspaper – N/Avail

*Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

S/R Notice by South Taylor County Bancshares, Inc., Tuscola, TX,

to repurchase 5,525 shares of its common stock

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 12

Federal Reserve Bank of San Francisco

Applications and notifications filed during the week ending Saturday, March 11, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Expedited notice by M&I Thunderbird Bank, Phoenix, Arizona,

to establish a branch office at the corner of Elliot Road and

McQueen Road, Gilbert, Arizona.*

Newspaper – 03/11/2000

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

Change in control Notice by Bank of Lodi Employee Stock Ownership Plan, Lodi,

California, to acquire more than 9.9 percent and up to 24.9

percent of First Financial Bancorp, Lodi, California .*

Newspaper – Not

Available

Fed Reg – 04/3/2000

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None