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 11, 1999

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions December 5, 1999 to December 11, 1999

Advisory Councils

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

designation of F. Weller Meyer as President and Thomas S. Johnson as Vice 

President for 2000.

- Announced, December 10, 1999 

Bank Holding Companies

Anti-tying provisions -- request from a company for a determination that its credit 

card operations comply with the anti-tying provisions of the Bank Holding Company 

Act.

- Approved, December 6, 1999 

Exchange Bancshares of Moore, Inc., Moore, Oklahoma -- to become a bank 

holding company through the acquisition of Exchange National Bank of Moore.

- Approved, December 8, 1999 

HSBC Holdings plc, London, United Kingdom, HSBC Finance Netherlands, 

London, and HSBC Holdings BV, Amsterdam, Netherlands -- to acquire Republic 

New York Corporation, New York, New York, its subsidiary banks, Republic 

National Bank of New York and Republic Bank California National Association, 

Beverly Hills, California, and its nonbanking subsidiaries; and for HSBC Bank USA 

to merge with Republic National Bank of New York and to become a member of the 

Federal Reserve System.

- Approved, December 6, 1999 

The Royal Bank of Scotland Group plc, Edinburgh, Scotland, and Citizens Financial 

Group, Inc., Providence, Rhode Island -- commenter's request for review of the 

Federal Reserve Bank of Boston's approval of the acquisition of UST Corp., Boston, 

Massachusetts.

- Denied, December 8, 1999 

International Operations

Bank of America, N.A., Charlotte, North Carolina -- for the London branch of Bank 

of America to acquire Corporate Leasing Facilities Ltd., London, England.

- Approved, December 8, 1999 

State Street Bank and Trust Company, Boston, Massachusetts -- to invest an amount 

in excess of 10 percent of its capital and surplus in its Edge corporations.

- Approved, December 8, 1999 

(AC) = Addition or Correction Board - Page 1 of 2
H.2 Board Actions December 5, 1999 to December 11, 1999

Regulations And Policies

Electronic delivery of disclosures to consumers -- reopening until March 3, 2000, of 

the public comment period on proposals to permit electronic delivery of disclosures 

under Regulations B (Equal Credit Opportunity), E (Electronic Fund Transfers), M 

(Consumer Leasing), Z (Truth in Lending), and DD (Truth in Saving). 

- Announced, December 9, 1999 

(AC) = Addition or Correction Board - Page 2 of 2
December 5, 1999 to December 11, 1999

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

Fifth Third Bank of Kentucky, Inc., Louisville, Kentucky -- to establish a branch at 

Boggs Lane and Eastern Bypass, Richmond.

- Approved, December 6, 1999 

St. Louis

Fifth Third Bank, Ohio Valley, Hillsboro, Ohio -- to establish a branch at 303 East 

Emmitt Avenue, Waverly.

- Approved, December 8, 1999 

Cleveland

Irwin Union Bank and Trust Company, Columbus, Indiana -- to establish a branch at 

1717 East College Parkway, Carson City, Nevada.

- Approved, December 6, 1999 

Chicago

Placer Sierra Bank, Auburn, California -- to establish a branch at 3919 Park Drive, El 

Dorado Hills.

- Approved, December 3, 1999 (AC)

San Francisco

Bank Holding Companies

Coastal Banking Company, Inc., Beaufort, South Carolina -- to become a bank 

holding company through the acquisition of Lowcountry National Bank, a de novo 

bank.

- Approved, December 6, 1999 

Richmond

CountryBanc Holding Company, Edmond, Oklahoma -- to acquire shares of 

American Heritage Bancorp, Inc., El Reno.

- Approved, December 10, 1999 

Kansas City

(AC) = Addition or Correction Delegated - Page 1 of 7
H.2 Actions under delegated authority December 5, 1999 to December 11, 1999

Bank Holding Companies

Cumberland Bancorp, Inc., Nashville, Tennessee -- to merge with Bancshares of 

Dyer, Inc., Dyer, and thereby acquire Bank of Dyer.

- Approved, December 10, 1999 

Atlanta

Fentura Bancorp, Inc., Fenton, Michigan -- to acquire Davison State Bank, Davison, 

a de novo bank.

- Approved, December 8, 1999 

Chicago

Fidelity D&D Bancorp, Inc., Dunmore, Pennsylvania -- to become a bank holding 

company through the acquisition of The Fidelity Deposit and Discount Bank.

- Approved, December 7, 1999 

Philadelphia

First Ada Bancshares, Inc., Ada, Oklahoma -- to merge with Prague Bancorp, Inc., 

Prague.

- Approved, December 8, 1999 

Kansas City

First National of Nebraska, Inc., Omaha, Nebraska -- to acquire the assets of 

Networking and Information Consulting, Inc., West Des Moines, Iowa, and thereby 

engage in data processing activities.

- Approved, December 8, 1999 

Secretary

First Pryor Bancorp, Inc., Pryor, Oklahoma -- to acquire Locust Grove Bancshares, 

Inc., Locust Grove, Bank of Locust Grove, and Lakeside Bank of Salina, Salina.

- Approved, December 9, 1999 

Kansas City

The Fuji Bank, Limited, Tokyo, Japan -- for Fuji's subsidiary, Heller Financial, Inc., 

Chicago, Illinois, to engage through joint venture with SFS Holding Corp., Park 

Ridge, New Jersey, in extending credit and servicing loans and leasing personal or 

real property.

- Approved, December 9, 1999 

Secretary

(AC) = Addition or Correction Delegated - Page 2 of 7
H.2 Actions under delegated authority December 5, 1999 to December 11, 1999

Bank Holding Companies

Futura Bancorp, Inc., Urbana, Ohio -- to acquire Vernon, Shall, Morgan & 

Company, Akron. 

- Approved, December 7, 1999 

Cleveland

Heritage Bancshares, Inc., Lucama, North Carolina -- to become a bank holding 

company through the acquisition of The Heritage Bank.

- Approved, December 10, 1999 

Richmond

LandMark Financial Holding Company, Sarasota, Florida -- to become a bank 

holding company through the acquisition of LandMark Bank of Florida, and for the 

bank to become a member of the Federal Reserve System.

- Approved, December 9, 1999 

Atlanta

Main Street Trust, Inc., Champaign, Illinois -- to become a bank holding company 

through the acquisition of BankIllinois Financial Corporation and BankIllinois, both 

of Champaign; First Decatur Bancshares, Inc., and The First National Bank of 

Decatur, both of Decatur; First Trust Bank of Shelbyville, Shelbyville; and FirsTech, 

Inc., Decatur, and thereby engage in data processing and transmission services.

- Approved, December 9, 1999 

Chicago

Smith River Bankshares, Inc., Martinsville, Virginia -- to become a bank holding 

company through the acquisition of Smith River Community Bank, N.A., a de novo 

bank.

- Approved, December 10, 1999 

Richmond

Southern Financial Bancorp, Inc., Warrenton, Virginia -- to acquire certain assets of 

Darien Consulting Group, Inc., Duluth, Georgia.

- Approved, December 7, 1999 

Richmond

(AC) = Addition or Correction Delegated - Page 3 of 7
H.2 Actions under delegated authority December 5, 1999 to December 11, 1999

Bank Holding Companies

United Financial Corp., Great Falls, Montana -- to acquire additional shares of Valley 

Bancorp, Inc., Phoenix, Arizona.

- Approved, December 8, 1999 

Minneapolis

Wells Fargo & Company, San Francisco, California -- to acquire Prime Bancshares, 

Inc., Houston, Texas, and Prime Bank.

- Approved, December 10, 1999 

San Francisco

Bank Mergers

Columbia Bank, Tampa, Florida -- to merge with Southern Exchange Bank.

- Approved, December 8, 1999 

Atlanta

Wesbanco Bank Wheeling, Wheeling, West Virginia -- to merge with Wesbanco 

Bank Fairmont, Inc., Fairmont; Wesbanco Bank Parkersburg, Inc., Parkersburg; and 

Wesbanco Bank, Inc., Charleston, and thereby establish branches.

- Approved, December 7, 1999 

Cleveland

Banks, Foreign

Republic National Bank of New York (Suisse), S.A., Geneva, Switzerland -- waiver 

of remainder of notification period to establish a branch in Tel Aviv, Israel.

- Granted, December 9, 1999 

Director, BS&R

Banks, National

Providian National Bank, Tilton, New Hampshire -- relocation of master account to 

the Federal Reserve Bank of San Francisco.

- Permitted, December 6, 1999 

Secretary

(AC) = Addition or Correction Delegated - Page 4 of 7
H.2 Actions under delegated authority December 5, 1999 to December 11, 1999

Banks, Nonmember, And Miscellaneous Institutions

Columbus Realty Trust, Dallas, Texas -- deregistration under Regulation U.

- Approved, December 2, 1999 (AC)

Dallas

Capital Stock

Lakeside Bancshares, Inc., Hughes, Arkansas -- redemption of parent company stock.

- Approved, December 7, 1999 

St. Louis

Change In Bank Control

Blunt Bank Holding Company, Blunt, South Dakota -- change in bank control.

- Permitted, December 6, 1999 

Minneapolis

Central Bancshares, Inc., Golden Valley, Minnesota -- change in bank control.

- Permitted, December 10, 1999 

Minneapolis

Citizens Agency, Inc., Haddam, Kansas, and Citizens State Bank. -- change in bank 

control.

- Permitted, December 9, 1999 

Kansas City

Columbia Bancshares, Inc., Columbia, Kentucky -- change in bank control.

- Permitted, December 7, 1999 

St. Louis

Falmouth Bancorp, Falmouth, Massachusetts -- change in bank control.

- Permitted, December 10, 1999 

Boston

Competitive Factors Reports

The Bank of Leipsic Company, Leipsic, Ohio -- report on competitive factors of the 

proposed merger with Leipsic Interim Bank.

- Submitted, December 6, 1999 

Cleveland

(AC) = Addition or Correction Delegated - Page 5 of 7
H.2 Actions under delegated authority December 5, 1999 to December 11, 1999

Competitive Factors Reports

BankNorth Group, Inc., Burlington, Vermont -- report on competitive factors of the 

proposed acquisition of BNG Interim Bank, N.A., Glen Falls, New York.

- Submitted, December 7, 1999 

Boston

Branch Banking and Trust Company, Winston-Salem, North Carolina -- report on 

competitive factors of the proposed merger with Bank of Maryland, Towson, 

Maryland.

- Submitted, December 6, 1999 

Richmond

California Bank & Trust, San Diego, California -- report on competitive factors of 

the proposed merger with First Security Bank of California, N.A., West Covina.

- Submitted, December 9, 1999 

Secretary

City National Bank, Beverly Hills, California -- report on competitive factors of the 

proposed merger with The Pacific Bank, N.A., San Francisco.

- Submitted, December 7, 1999 

Secretary

CorTrust Bank, N.A., Mitchell, South Dakota -- report on competitive factors of the 

proposed merger with The First National Bank of Freeman, Freeman.

- Submitted, December 8, 1999 

Minneapolis

Delta National Bank and Trust Company of Florida, Miami, Florida, and Delta South 

Bankcorp, Inc., Dover, Delaware -- report on competitive factors of the proposed 

merger with Delta National Bank and Trust Company of New York, New York, 

New York.

- Submitted, December 6, 1999 

New York

Farmers Bank of Maryland, Annapolis, Maryland -- report on competitive factors of 

the proposed merger with United Land Corporation, Upper Marlboro, and Colonial 

Securities Corporation, Wilmington, Delaware.

- Submitted, December 6, 1999 

Richmond

(AC) = Addition or Correction Delegated - Page 6 of 7
H.2 Actions under delegated authority December 5, 1999 to December 11, 1999

Competitive Factors Reports

Lockport Savings Bank, Lockport, New York -- report on competitive factors of the 

proposed merger with Albion Federal Savings and Loan Association, Albion.

- Submitted, December 7, 1999 

Secretary

The Rockhold, Brown & Company Bank, Bainbridge, Ohio -- report on competitive 

factors of the proposed merger with RBC Interim Bank.

- Submitted, December 6, 1999 

Cleveland

Wesbanco Bank Wheeling, Wheeling, West Virginia -- report on competitive factors 

of the proposed merger with Wesbanco Mortgage Company, South Charleston.

- Submitted, December 6, 1999 

Cleveland

Wheeling National Bank, St. Clairsville, Ohio -- report on competitive factors of the 

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

Barnesville branch of Sky Bank, Salineville.

- Submitted, December 2, 1999 (AC)

Cleveland

Extensions Of Time

Harbor Bancorp, Inc., Aberdeen, Washington -- extension to March 15, 2000, to 

merge with Pacific Financial Corporation, Long Beach, and thereby acquire Bank of 

the Pacific.

- Granted, December 8, 1999 

San Francisco

Norway Bancorp, MHC, Norway, Maine, and Norway Bancorp, Inc. -- extension to 

January 31, 2000, to become a mutual holding company and a bank holding 

company, respectively, through the reorganization of Norway Savings Bank; and 

extension to January 31, 2000, to acquire an interest in Financial Institutions Service 

Corporation, Lewiston.

- Granted, December 6, 1999 

Boston

(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, December 11, 1999

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) Port Financial Corp., Cambridge, Massachusetts - to become a

bank holding company through the acquisition of Cambridgeport

Bank, Cambridge, Massachusetts

Newspaper - 01/07/2000

Fed Reg- 01/12/2000

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 2

Federal Reserve Bank of New York

Applications and notifications filed during the week ending Saturday, December 11, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

FBSEA Banca Intessa S.P.A., Milano, Italy, to establish a branch in New

York, New York, and to establish representative offices in

Chicago, Illinois and San Francisco, California.

Newspaper – N/Avail

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

office in Boston, Massachusetts.

Newspaper – N/Avail

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

Branch Peapack-Gladstone Bank, Gladstone, New Jersey, to establish a

branch office on Village Road in New Vernon, Harding

Township, New Jersey.*

Newspaper – 12/17/1999

18(c)/Branch United States Trust Company of New York, New York, New

York to purchase the assets and assume the liabilities of the 499

Washington Boulevard, Jersey City, New Jersey branch of U.S.

Trust Company of New Jersey, Princeton, New Jersey, and

thereby to establish a branch.*

Newspaper – 01/03/2000

* 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) Banco Santander Central Hispano, S.A., Madrid, Spain, to

acquire up to 9.64 percent of The Royal Bank of Scotland Group

Plc, Edinburgh, Scotland.*

Newspaper – N/Avail

Fed Reg – 01/03/2000

3(a)(1) Associated Community Bancorp, Inc, Greenwich, Connecticut,

to become a bank holding company with respect to The

Greenwich Bank and Trust Company, Greenwich, Connecticut,

and Westport National Bank, Westport, Connecticut.*

Newspaper – 12/31/1999

Fed Reg – 01/06/2000
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(1) Dime Bancorp, Inc., New York, New York (“Dime”), to become

a bank holding company, in connection with the proposed

merger of Hudson United Bancorp, Mahwah, New Jersey

(“Hudson”), with and into Dime, and thereby acquire all of the

issued and outstanding stock of Hudson’s subsidiary, Hudson

United Bank, Mahwah, New Jersey, a nonmember commercial

bank. At the effective time of the merger, Dime will change its

name to Dime United Bancorp, Inc..*

Newspaper – 01/06/2000

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

4(c)(8) Westdeutsche Landesbank Girozentrale, Dusseldorf, Germany,

to engage de novo through its wholly-owned subsidiary, WestLB

Panmure Securities Inc. in certain nonbanking activities.

Fed Reg – 12/27/1999

4(c)(8) Toronto-Dominion Bank, The, Toronto, Canada, to acquire all

of the shares of CTUSA, F.S.B., Naples, Florida.

Fed Reg – N/Avail

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, December 11, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Madison Bank, Blue Bell, PA, to establish a branch office at #43

Summit Square Shopping Center, Route 413 and Doublewoods

Road, Store 2,G,H, Langhorne, PA

12/23/1999

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, December 11, 1999

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, December 11, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Crestar Bank, Richmond, Virginia, to establish a branch in the

Bel Air Safeway at 225 Briar Hill Drive, Suite O, Bel Air,

Maryland.*

Newspaper - 12/17/1999

Branch Crestar Bank, Richmond, Virginia, to establish a branch in the

Westminster Safeway at 144 Western Maryland College Road,

Westminster, Maryland.*

Newspaper - 12/17/1999

Branch Crestar Bank, Richmond, Virginia, to establish a branch at

45156 First Colony Way, California, Maryland.*

Newspaper - 12/17/1999

Branch Crestar Bank, Richmond, Virginia, to establish a branch in the

Crossroads Center Safeway at 5821 Crossroads Center, Falls

Church, Virginia.*

Newspaper - 12/17/1999

Branch Crestar Bank, Richmond, Virginia, to establish a branch in the

Hunters Woods Plaza Safeway at 2304 Hunters Woods Plaza,

Reston, Virginia.*

Newspaper - 12/17/1999

Branch Mid State Bank, Newberry, South Carolina, to establish a

branch at the intersection of Highway 121 and Wheeler Circle,

Saluda, South Carolina .*

Newspaper - 12/18/1999

Branch Bank of the James, Lynchburg, Virginia, to operate a mobile

branch by providing a courier service to pick up non-cash

deposits from business customers at locations in the cities of

Lynchburg and Bedford, Virginia, and in the Virginia counties

of Amherst, Appomattox, Bedford and Campbell.*

Newspaper - 12/21/1999

*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) Virginia Commonwealth Financial Corporation, Culpeper,

Virginia, to acquire Caroline Savings Bank, Bowling Green,

Virginia.*

Fed Reg - N/Avail

Newspaper - 01/08/2000

*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

Bank of America Corporation, Charlotte, North Carolina, to

acquire additional shares of Signio, Inc., Redwood City,

California.

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

926324 James River Bank

209 W. Main Street

Waverly, Virginia 23890

08/30/1999 12/09/1999 S X

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 11, 1999

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)(5) Community National Bancorporation, Ashburn, Georgia, to

merge with Tarpon Financial Corporation, Tarpon Springs,

Florida, and thereby acquire First National Bank, Tarpon

Springs, Florida.

Newspaper – 01/02/2000

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 7

Federal Reserve Bank of Chicago

Applications and notifications filed during the week ending Saturday, December 11, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Irwin Union Bank and Trust Company

Columbus, Indiana

 0-185 44th Street SW

 Grandville, Michigan

Newspaper – 12/26/1999

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

Type Application

Ending date of

comment period

3(a)(1) Iowa State Financial Services*

Fairfield, Iowa

 Iowa State Bank and Trust Company

 Fairfield, Iowa

Fed Reg – 12/13/1999

Newspaper – 12/16/1999

3(a)(5) Iowa State Financial Services*

Fairfield, Iowa

 North Linn Corporation

 Coggon, Iowa

 Linn County State Bank

 Coggon, Iowa

Fed Reg – 12/13/1999

Newspaper – 12/16/1999

3(a)(1) Terre Haute Savings MHC, Inc.*

Terre Haute, Indiana

 Terre Haute Savings Bank

 Terre Haute, Indiana

Fed Reg – 01/07/2000

Newspaper – N/Avail

3(a)(1) Oak Finanical, Inc.*

Madison, Wisconsin

 Oak Bank (in organization)

 Fitchburg, Wisconsin

Fed Reg – 12/10/1999

Newspaper – 12/27/1999

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

Type Application

Ending date of

comment period

4(c)(8) Stichting Prioriteit ABN AMRO Holding

Stichting Administratiekantoor ABN AMRO Holding

ABN AMRO Holding N.V.

ABN AMRO Bank N.V.

All in Amsterdam, The Netherlands

ABN AMRO North America, Inc.

Chicago, Illinois

 Atlantic Mortgage & Investment Corporation

 Jacksonville, Florida

Fed Reg – 12/27/1999

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.
Section V – Availability of CRA public evaluations

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

930442 Bank of Pontiac

300 W. Washington

Pontiac, Illinois 61764

(815) 844-6155

07/26/1999 12/07/1999 S X

863746 Farmers & Merchants Savings Bank

101 E. Main Street

Manchester, Iowa 52057-0588

(319) 927-4475

08/30/1999 12/09/1999 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, December 11, 1999

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) Notice by Branson Bancshares, Inc., Branson, Missouri, to

acquire Branson Bank, Branson, Missouri (in organization).

(Previously reported during the week ending December 4,

1999)*

Newspaper – 1/7/2000

Fed Reg – 1/6/2000

* 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
District 9

Federal Reserve Bank of Minneapolis

Applications and notifications filed during the week ending Saturday, December 11, 1999

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 James G. Sneer Revocable Living Trust to acquire control of

Farmers State Corporation, Mankato, Minnesota.

Fed Reg – 12/30/1999

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, December 11, 1999

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) Gold Banc Acquisition Corporation XII, Inc. Leawood, Kansas,

for prior approval to become a bank holding company through

the acquisition of 100 percent of the voting shares of

CountryBanc Holding Company, Edmond, Oklahoma.

Newspaper - N/Available

3(a)(3) Gold Banc Corporation, Inc. Leawood, Kansas, for prior

approval to acquire 100 percent of the voting shares of

CountryBanc Holding Company, Edmond, Oklahoma, and

thereby, indirectly acquire People First Bank, Hennessy,

Oklahoma and People First Bank, Elkhart, Kansas, and

American Heritage Bank, El Reno, Oklahoma.

Newspaper - N/Available

3(a)(3) Bruning Bancshares, Bruning, Nebraska, for prior approval to

acquire 100 percent of the voting shares of The Commercial

State Bank, Clay Center, Nebraska.

Newspaper - N/Available

CIC William E. Durrett and Edward C. Joullian, III, as trustees of the

William M. Cameron Trust B and Lynda L. Cameron Trust B,

for prior approval to acquire voting shares of First Fidelity

Bancorp, Inc., Oklahoma City, Oklahoma, and thereby indirectly

acquire First Fidelity Bank, N.A., Oklahoma City, Oklahoma.

Newspaper – 12/28/1999

FedReg – 12/28/1999

CIC Leroy Ernest and Phyllis J. Denny, Maysville, Missouri, Leslie

Ernest Denny, Maysville, Missouri, Stephen Leroy Denny,

Frederick, Maryland, Cathy Sue Mistenhelter, Overland Park,

Kansas and Carman Jean Weigand, Cameron, Missouri, for prior

approval to acquire voting shares of Fairport Bancshares, Inc,

Fairport, Missouri and thereby indirectly acquire Bank of

Fairport, Fairport, Missouri.

FedReg – 12/28/1999
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

Member Dove Creek State Bank, Dove Creek, Colorado, for prior

approval to become a member of the Federal Reserve System.

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

405959 F&B B&TC 08/16/1999 12/09/1999 S X

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 11, 1999

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 Frederick Children’s Investments II, Ltd., Irving, TX, to acquire

an interest in Irving National Bancshares, Inc., Irving, TX, and

Independent National Bank, Irving, TX

Fed Reg – 12/27/1999

Newspaper – 12/23/1999

3(a)(3) Bryan Family Management Trust, Bryan, TX, and

Bryan Heritage Limited Partnership, Bryan, TX, to acquire

The First National Bank of Bryan, Bryan, 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

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

371362 Wellington State Bank

1000 8th Street

Wellington, TX 79095-2702

06/30/1999 12/11/1999 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 11, 1999

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) Belvedere Capital Partners, LLC, California Community

Institution Fund Lmited Partnership, and Sacramento Capital

Co., all of San Francisco, California, to acquire Sacramento

Commercial Bank, Sacramento, California. *

Newspaper - 12/29/1999

Fed Reg - 12/27/1999

3(a)(3) Bank of Whitman Employee Stock Ownership Plan, to increase

their ownership up to approximtely 44 percent of Whitman

Bancorporation, Inc., both of Colfax, Washington. *

Newspaper - 01/08/2000

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

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