Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 3

Week Ending January 16, 1999

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions January 10, 1999 to January 16, 1999

Bank Holding Companies

Union Planters Corporation, Memphis, Tennessee, and Union Planters Holding 

Corporation -- to acquire First Mutual Bancorp, Inc., Decatur, Illinois, and First 

Mutual Bank, S.B.

- Approved, January 11, 1999 

Regulations And Policies

Capital and Accounting Differences Among the Federal Banking and Thrift 

Regulatory Agencies -- 1998 report to Congress.

- Approved, January 4, 1999 (AC)

Reserve Bank Operations

Federal Reserve Bank of New York -- appointment of Jamie B. Stewart, Jr., as First 

Vice President, effective February 1, 1999.

- Approved, January 11, 1999 

(AC) = Addition or Correction Board - Page 1 of 1
January 10, 1999 to January 16, 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

Bank of Oakfield, Oakfield, Wisconsin -- to establish a branch at 128 Main Street, 

Brandon, Wisconsin.

- Approved, January 15, 1999 

Chicago

First State Bank of Taos, Taos, New Mexico -- to establish a branch at the corner of 

Highway 314 and Edward Drive, Belen, New Mexico.

- Approved, January 13, 1999 

Kansas City

Interchange State Bank, Saddle Brook, New Jersey -- to establish a branch at 71 

Crescent Avenue, Waldwick, New Jersey.

- Approved, January 13, 1999 

New York

MidSouth Bank, Monette, Arkansas -- to relocate its main banking facility from 302 

West Drew Avenue to 2506 Southwest Circle, Jonesboro, Arkansas.

- Approved, January 14, 1999 

St. Louis

Republic Security Bank, West Palm Beach, Florida -- to establish branches at 1515 

N. Flagler Drive, Suite 100 and 1555 Palm Beach Lakes Boulevard..

- Approved, January 14, 1999 

Atlanta

Summit Bank, Bethlehem, Pennsylvania -- to establish a branch at 301 West 

Lancaster Avenue, Wayne, Pennsylvania.

- Approved, January 13, 1999 

Philadelphia

(AC) = Addition or Correction Delegated - Page 1 of 9
H.2 Actions under delegated authority January 10, 1999 to January 16, 1999

Bank Holding Companies

Adbanc, Inc., Ogallala, Nebraska -- to acquire Indianola Agency, Inc., Indianola, 

Nebraska.

- Approved, January 12, 1999 

Kansas City

Bancorp of Rantoul, Inc., Rantoul, Illinois -- to acquire Rossville Bancorp, Inc., 

Rossville, Illinois, and First National Bank of Rossville.

- Approved, January 13, 1999 

Chicago

Centura Banks, Inc., Rocky Mount, North Carolina -- to merge with First Coastal 

Bankshares, Inc., Virginia Beach, Virginia, and acquire First Coastal Bank; and 

Centura Bank, Rocky Mount, to acquire First Coastal Bank and establish branches at 

its current offices.

- Approved, January 8, 1999 (AC)

Secretary

Chambers Bancshares, Inc., Danville, Arkansas, and Community Investment, Inc., 

Elkins, Arkansas -- to acquire Northwest Community Bancshares, Inc., Fayetteville, 

Arkansas, and Community Bank, F.S.B.

- Approved, January 14, 1999 

St. Louis

Citizens Bankshares ESOP and Trust, Farmington, New Mexico -- to acquire shares 

of Citizens Bankshares, Inc.

- Approved, January 14, 1999 

Kansas City

Eggemeyer Advisory Corp., Rancho Santa Fe, California; Castle Creek Capital, 

LLC; and Castle Creek Capital Partners Fund-I, L.P. -- to acquire indirectly shares of 

UB&T Holding Company, Abilene, Texas, as shareholders of State National 

Bancshares, Lubbock, Texas, which will acquire UB&T Holding Company directly.

- Approved, January 13, 1999 

San Francisco

(AC) = Addition or Correction Delegated - Page 2 of 9
H.2 Actions under delegated authority January 10, 1999 to January 16, 1999

Bank Holding Companies

First National Bank of Clovis Employee Stock Ownership Trust, Clovis, New 

Mexico -- to acquire National Bancshares, Inc. and First National Bank of Clovis.

- Approved, January 13, 1999 

Dallas

First Tennessee National Corporation, Memphis, Tennessee -- to organize First 

Horizon, FSB, Bristol, Virginia, and operate a savings association.

- Approved, January 15, 1999 

Secretary

Founders Bancshares, Inc., Dallas, Texas -- to acquire Skillman Bancshares, Inc., 

Dover, Delaware, and Founders National Bank - Skillman, Dallas, Texas.

- Approved, January 14, 1999 

Dallas

InterBancorp, Inc., Duvall, Washington -- to acquire Inter Bank.

- Withdrawn, January 13, 1999 

San Francisco

New Century Bancorp, Southfield, Michigan -- to acquire New Century Bank.

- Approved, January 11, 1999 

Chicago

Overton Financial Corporation, Overton, Texas, and Overton Delaware Corporation, 

Dover, Delaware -- to acquire Longview Financial Corporation, Longview, Texas; 

Longview Delaware Corporation, Dover, Delaware; First State Bank, Van, Texas; 

and Longview Bank and Trust Company, Longview.

- Approved, January 12, 1999 

Dallas

Skadinaviska Enskilda Banken, Stockholm, Sweden -- to retain shares of ABB 

Investment Management Corp., Stamford, Connecticut, and engage in financial and 

investment advisory activities.

- Approved, January 15, 1999 

New York

(AC) = Addition or Correction Delegated - Page 3 of 9
H.2 Actions under delegated authority January 10, 1999 to January 16, 1999

Bank Holding Companies

Skillman Bancshares, Inc., Dover, Delaware -- to acquire Founders National Bank - 

Skillman, Dallas, Texas.

- Approved, January 14, 1999 

Dallas

Synergy Bancshares, Inc., Houma, Louisiana -- to acquire Synergy Bank.

- Approved, January 12, 1999 

Atlanta

Union Planters Corporation, Memphis, Tennessee, and Union Planters Holding 

Corporation -- to acquire First & Farmers Bancshares, Inc., Somerset, Kentucky; 

First & Farmers Bank of Somerset, Inc.; and Bank of Cumberland, Burkesville.

- Approved, January 12, 1999 

St. Louis

United Security Bancorporation, Spokane, Washington -- to merge with Bancwest 

Financial Corporation, Walla Walla, Washington.

- Approved, January 15, 1999 

San Francisco

Wells Fargo & Company, San Francisco, California; Norwest Financial Services, 

Inc., Des Moines, Iowa; and Norwest Financial, Inc. -- to acquire certain assets of 

SunStar Acceptance Corporation, Dallas, Texas, and continue to engage in lending 

activities.

- Approved, January 11, 1999 

San Francisco

Banks, Nonmember, And Miscellaneous Institutions

PCA of South Central Kansas, Larned, Kansas -- registration under Regulation U.

- Approved, January 12, 1999 

Kansas City

(AC) = Addition or Correction Delegated - Page 4 of 9
H.2 Actions under delegated authority January 10, 1999 to January 16, 1999

Banks, State Member

Anadarko Bank and Trust Company, Anadarko, Oklahoma -- to purchase the assets 

and assume the liabilities of the Anadarko, Oklahoma, branch of BancFirst, 

Oklahoma City.

- Approved, January 12, 1999 

Kansas City

Effingham State Bank, Effingham, Illinois -- payment of a dividend.

- Approved, January 12, 1999 

St. Louis

Eldorado Bank, Tustin, California -- to make a community development investment 

in Bankers' Small Business Community Development Corporation of Orange County, 

Orange, California.

- Approved, January 13, 1999 

San Francisco

Change In Bank Control

BankFirst, Knoxville, Tennessee -- relief from certain commitments.

- Granted, January 14, 1999 

Director, BS&R

MSB Shares, Inc., Monette, Arkansas -- change in bank control.

- Permitted, January 15, 1999 

St. Louis

Pioneer Bancshares, Inc., Fredericksburg, Texas -- change in bank control.

- Permitted, January 15, 1999 

Dallas

Competitive Factors Reports

Armed Forces Bank, N.A., Fort Leavenworth, Kansas -- report on competitive 

factors of the proposed merger with Armed Forces Interim Bank, N.A.

- Submitted, January 14, 1999 

Kansas City

(AC) = Addition or Correction Delegated - Page 5 of 9
H.2 Actions under delegated authority January 10, 1999 to January 16, 1999

Competitive Factors Reports

Citizens Bank and Trust Company, Paducah, Kentucky -- report on competitive 

factors of the proposed merger with several affiliated depository institutions and 

purchase of certain assets and assumption of certain liabilities of another affiliated 

depository institution.

- Submitted, January 13, 1999 

Secretary

Community Bank, Espanola, New Mexico -- report on competitive factors of the 

proposed acquisition of assets and assumption of liabilities of the Los Alamos, 

Espanola, Albuquerque, and White Rock, New Mexico, branches of Mountain 

Community Bank, Los Alamos.

- Submitted, January 12, 1999 

Kansas City

First American State Bank, Greenwood Village, Colorado -- report on competitive 

factors of the proposed merger with First American Merger Corp.

- Submitted, January 12, 1999 

Kansas City

First National Bank & Trust Company, Rogers, Arkansas -- report on competitive 

factors of the proposed purchase of the Harrison, Arkansas, branch of Arvest Bank, 

Tulsa, Oklahoma.

- Submitted, January 12, 1999 

St. Louis

First National Bank in Toledo, Toledo, Illinois -- report on competitive factors of the 

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

Charleston, Illinois, branch of Central Illinois Bank, Champaign, Illinois.

- Submitted, January 13, 1999 

Chicago

First United Bank & Trust Company, Durant, Oklahoma -- report on competitive 

factors of the proposed merger with First State Bank, Bokchito, Oklahoma.

- Submitted, January 12, 1999 

Kansas City

(AC) = Addition or Correction Delegated - Page 6 of 9
H.2 Actions under delegated authority January 10, 1999 to January 16, 1999

Competitive Factors Reports

InterBank, N.A., Elk City, Oklahoma -- report on competitive factors of the 

proposed merger with InterBank Duncan Interim Bank, Duncan, Oklahoma.

- Submitted, January 12, 1999 

Kansas City

National Bank of Commerce, Tulsa, Oklahoma -- report on competitive factors of 

the proposed merger with NBC Interim Bank, Duncan, Oklahoma.

- Submitted, January 14, 1999 

Kansas City

Norwest Bank Minnesota South, N.A., Rochester, Minnesota -- report on 

competitive factors of the proposed merger with First National Bank of Monticello, 

Monticello, Minnesota.

- Submitted, January 14, 1999 

San Francisco

Richmond County Financial Corp., Staten Island, New York -- report on competitive 

factors of the proposed acquisition of Ironbound Bankcorp, Newark, New Jersey, 

and Ironbound Bank.

- Submitted, January 13, 1999 

New York

Stillwater National Bank, Tulsa, Oklahoma -- report on competitive factors of the 

proposed merger with SNB I Interim Bank, Oklahoma City, Oklahoma; SNB II 

Interim Bank; SNB III Interim Bank, Tulsa, Oklahoma; and SNB IV Interim Bank.

- Submitted, January 12, 1999 

Kansas City

Union Planters Bank, N.A., Memphis, Tennessee -- report on competitive factors of 

the proposed merger with Merchants Bank, Houston, Texas.

- Submitted, January 12, 1999 

St. Louis

(AC) = Addition or Correction Delegated - Page 7 of 9
H.2 Actions under delegated authority January 10, 1999 to January 16, 1999

Extensions Of Time

Arenzville Bancorp, Inc., Arenzville, Illinois -- extension to April 28, 1999, to 

acquire First National Bank of Arenzville.

- Granted, January 13, 1999 

Chicago

Community Bank Minnesota Employee Stock Ownership Plan, Owatonna, 

Minnesota -- extension to April 24, 1999, to increase its interest in Owatonna 

Bancshares, Inc.

- Granted, January 14, 1999 

Minneapolis

Hancock Holding Company, Gulfport, Mississippi -- extension to April 15, 1999, to 

merge with American Security Bancshares, Inc., Ville Platte, Louisiana, and acquire 

American Security Bank.

- Granted, January 14, 1999 

Atlanta

Old National Bancorp, Evansville, Indiana -- extension to February 12, 1999, to 

acquire through merger Southern Bancshares, Ltd., Carbondale, Illinois, and First 

National Bank and Trust Company.

- Granted, January 13, 1999 

St. Louis

Security Bank Holding Company, Coos Bay, Oregon, and Security Bank Holding 

Company ESOP -- extension to May 12, 1999, to acquire shares of Oregon State 

Bank, Corvallis, Oregon.

- Granted, January 12, 1999 

San Francisco

Western Security Bank, Scottsdale, Arizona -- extension to February 13, 2000, to 

establish a branch at 16277 Hayden-Greenway Loop, Scottsdale, California.

- Granted, January 12, 1999 

San Francisco

(AC) = Addition or Correction Delegated - Page 8 of 9
H.2 Actions under delegated authority January 10, 1999 to January 16, 1999

Membership

New Century Bank, Southfield, Michigan -- to become a member of the Federal 

Reserve System.

- Approved, January 11, 1999 

Chicago

(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, January 16, 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 2

Federal Reserve Bank of New York

Applications and notifications filed during the week ending Saturday, January 16, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

FBSEA Banco de la Ciudad de Buenos Aires, Buenos Aires, Argentina,

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

Newspaper – N/Avail

FBSEA Moscow Narodny Bank, London, England, to establish a

representative office in New York, New York.

Newspaper – N/Avail

FBSEA Caixa Geral de Depositos, Lisbon, Portugal, to establish a

branch in New York, New York.

Newspaper – N/Avail

18(c)/9 Manufacturers and Traders Trust Company, Buffalo, New York

(“M&T Bank”), to merge with First National Bank of Rochester,

Rochester, New York, with M&T Bank as survivor and incident

thereto, establish branches.*

Newspaper – 02/09/1999

* 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)/3(a)(5) M&T Bank Corporation (“MTB”) and Olympia Financial Corp.,

both of Buffalo, New York, to (i) acquire FNB Rochester Corp.,

Rochester, New York (“FNB”), and thereby acquire First

National Bank of Rochester, also of Rochester, New York, and

(ii) for MTB to acquire 19.9 percent of FNB common stock.*

Newspaper – 02/09/1999

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
District 3

Federal Reserve Bank of Philadelphia

Applications and notifications filed during the week ending Saturday, January 16, 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 4

Federal Reserve Bank of Cleveland

Applications and notifications filed during the week ending Saturday, January 16, 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 Receved notification from Altier Family on 01/11/1999 of their

intent to acquire up to 36.60 percent of the outstanding votings

shares of North Valley Bank, Corning, OH.*

Fed Reg – 02/02/1999

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

212522 Somerset Trust Company 9/14/1998 12/10/1998 S x

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, January 16, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) F&M Bank-Northern Virginia, Fairfax, Virginia, to merge with

Security Bank Corporation, Manassas, Virginia.*

Newspaper – N/Avail

Branch Southern Financial Bank, Warrenton, Virginia, to establish a

branch at 10175 Hastings Drive, Manassas, Virginia.*

Newspaper – 02/06/1999

Branch First Virginia Bank-Piedmont, Lynchburg, Virginia, to establish

a branch inside the Wal-Mart store at 515 Mt. Cross Road,

Danville, Virginia.*

Newspaper – 02/08/1999

*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

CIC Notice of Change in Control with respect to Community

Bancshares, Inc., Wilkesboro, North Carolina.

Fed Reg – 02/02/1999

Newspaper – N/Avail

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

782623 First Community Bank of Southwest

 Virginia, Inc.

643 East Riverside Drive

Tazewell, Virginia 24651

10/13/1998 01/10/1999 S X

2353595 First Community Bank of Mercer

 County, Inc.

1001 Mercer Street

Princeton, West Virginia 24740

10/13/1998 01/15/1999 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, January 16, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Colonial Bank, Montgomery, Alabama, to establish a branch

located at 4312 Manatee Avenue West, Bradenton, Florida.

01/17/1999*

Branch Colonial Bank, Montgomery, Alabama, to establish a branch

located at 8706 West Hillsborough Avenue, Tampa, Florida.

01/17/1999*

*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) Coast Community Bancshares, Inc., Biloxi, Mississippi,

(after-the-fact ) to become a bank holding company by

retaining Coast Community Bank, Biloxi, Mississippi.

N/Avail*

3(a)(3) Community Bancshares of Mississippi, Inc., Forest, Mississippi,

(after-the-fact) to retain 50.9 percent of Coast Community

Bancshares, Inc., and thereby retain Coast Community Bank,

both of Biloxi, Mississippi.

N/Avail*

*Subject to provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Wrightsville Bancshares, Inc., Wrightsville, Georgia, to acquire

WBS Financial Services, Inc., Wrightsville, Georgia, and

thereby engage in insurance agency activities.

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

Type Application

4(c)(8) Merit Holding Corporation, Tucker, Georgia, to acquire Source

Capital Group I, Inc., Atlanta, Georgia, and thereby engage in

leasing personal or real property.

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, January 16, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Midwest Bank

Hinsdale, Illinois

 1851 S. Roselle Road

 Roselle, Illinois

Newspaper – 1/2/1999

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

 Fox River Valley Bancorp, Inc.

 Appleton, Wisconsin

 First Business Bank of the Fox River Valley (in organization)

 Appleton, Wisconsin

Fed Reg – 1/28/1999

Newspaper – 1/29/1999

3(a)(1) Waukesha Bankshares, Inc.*

Wauwatosa, Wisconsin

 Sunset Bank & Savings (in organization)

 Waukesha, Wisconsin

Fed Reg – 1/29/1999

Newspaper – 1/30/1999

3(a)(1) Fountain View Bancorp, Inc.*

Sigourney, Iowa

 Keokuk County Bankshares, Inc.

 Sigourney, Iowa

 Keokuk County State Bank

 Sigourney, Iowa

Fed Reg – 1/29/1999

Newspaper – 1/25/1999

3(a)(1) First Personal Financial Corp.*

Orland Park, Illinois

 First Personal Bank (in organization)

 Orland Park, 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

S/R South Holland Bancorp, Inc.

South Holland, Illinois

 To redeem 600 shares (0.635%) of its outstanding 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

6041 Union Bank – West

440 N. Lafayette St.

Macomb, Illinois 61455

(309) 837-6664

9/18/1998 1/15/1999 S X
Section V – Availability of CRA public evaluations

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

886044 Blencoe State Bank

401 Main St.

P.O. Box 38

Blencoe, IA 51523

(712) 452-2291

9/30/1998 1/15/1999 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, January 16, 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 Notice involving Marked Tree Bancshares, Inc., Marked Tree,

Arkansas, by the Arnold Family Group.

Newspaper - 2/4/1999

Fed Reg – 2/2/1999

CIC Notice involving Clement Bancshares, Inc., Plainview,

Arkansas, by the Blanchard Family Group.

Newspaper – N/Avail.

Fed Reg – N/Avail.

4(c)(8) *Notice by Great Southern Bancorp, Inc., Springfield, Missouri,

to acquire up to 10 percent of Guaranty Federal Bancshares,

Inc., Springfield, Missouri, and thereby acquire an indirect

interest in its wholly owned thrift subsidiary, Guaranty Federal

Savings Bank, Springfield, Missouri.

Newspaper – 2/12/1999

Fed Reg- 2/12/1999

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 9

Federal Reserve Bank of Minneapolis

Applications and notifications filed during the week ending Saturday, January 16, 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) Farmers State Bancshares, Inc., Bangor, Wisconsin, for prior

approval to become a bank holding company through the

acquisition of 100% of the voting shares of Farmers State Bank,

Bangor, Wisconsin.

Fed Reg – 02/15/1999

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, January 16, 1999

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Olathe State Bank, Olathe, Colorado, to establish a branch at

102 Grand Avenue, Delta, Colorado.

Newspaper – 01/30/1999

Branch / BP Heritage Bank, Louisville, Colorado, to establish a branch at

2333 N. Main Street, Longmont, Colorado; and to invest in bank

premises.

Newspaper – 01/18/1999

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

Type Application

Ending date of

comment period

3(a)(1) Rae Valley Financials, Inc., Petersburg, Nebraska, to become a

bank holding company through the acquisition of 100 percent of

the voting shares of Petersburg State Bank, Petersburg, Kansas.

Newspaper – N/Avail

Fed Reg – 02/12/ 1999

3(a)(1) / 4(c)(8) BOK Merger Corporation Number Seven, Tulsa, Oklahoma, to

become a bank holding company through the acquisition of 100

percent of the voting shares of First Bancshares of Muskogee,

Inc., Muskogee, Oklahoma; and thereby indirectly acquire First

National Bank and Trust Company of Muskogee, Muskogee,

Oklahoma. Applicant to also acquire First Muskogee Insurance

Corporation, Muskogee, Oklahoma, and thereby engage in credit

related insurance activities.

Newspaper – 02/06/1999

Fed Reg – 02/05/1999

3(a)(3) / 4(c)(8) BOK Financial Corporation, Tulsa, Oklahoma, to acquire 100

percent of the voting shares of First Bancshares of Muskogee,

Inc., Muskogee, Oklahoma; and thereby indirectly acquire First

National Bank and Trust Company of Muskogee, Muskogee,

Oklahoma. Applicant to also acquire First Muskogee Insurance

Corporation, Muskogee, Oklahoma, and thereby engage in credit

related insurance activities.

Newspaper – 02/06/1999

Fed Reg – 02/05/1999

CIC / S/R Bert D. Blackard, Independence, Kansas, to acquire voting

shares of First Howard Bankshares, Topeka, Kansas; and

thereby indirectly acquire First National Bank, Howard, Kansas,

and Peoples State Bank, Cherryvale, Kansas. Also, First

Howard Bankshares, Topeka, Kansas, to redeem 80 percent of

its own voting common stock.

Newspaper – N/Avail

Fed Reg – N/Avail
Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

957757 Community Bank & Trust Company

Neosho, Missouri

10/05/1998 01/12/1999 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, January 16, 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)

3(a)(3)

3(a)(5)

3(a)(1)

3(a)(1)

Central Bancshares, Inc., Houston, TX, to acquire

Caldwell Bancshares, Inc., Caldwell, TX,

Caldwell Bancshares of Delaware, Inc., Wilmington, DE, and

Caldwell National Bank, Caldwell, TX*

(Previously reported the week ending January 9, 1999)

State National Bancshares, Inc., Lubbock, TX, to acquire

Valley Bancorporation, Inc., El Paso, TX, and

Montwood National Bank, El Paso, TX*

(Previously reported the week ending January 9, 1999)

Woodforest Bancshares, Inc., Houston, TX, and

Sun Belt Bancshares Corporation, Wilmington, DE, to acquire

HB Financial Corporation, Highlands, TX, and

HB Financial Corporation of Delaware, Wilmington, DE, and

Highlands State Bank, Highlands, TX*

La Plata Bancshares, Inc., Hereford, TX, to acquire

La Plata Delaware Bancshares, Inc., Dover, DE, and

First National Bank of Hereford, Hereford, TX*

La Plata Delaware Bancshares, Inc., Dover, DE, to acquire

First National Bank of Hereford, Hereford, TX*

Fed Reg – 02/04/1999

Newspaper – 02/06/1999

Fed Reg – 02/04/1999

Newspaper – 01/29/1999

Fed Reg – N/Avail

Newspaper – N/ Avail

Fed Reg – 02/04/1999

Newspaper – 01/30/1999

Fed Reg – 02/04/1999

Newspaper – 01/30/1999

*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

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 12

Federal Reserve Bank of San Francisco

Applications and notifications filed during the week ending Saturday, January 16, 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) Eggemeyer Advisory Corp., Castle Creek Capital LLC, and

Castle Creek Capital Partners Fund-I, L.P., all of Rancho Santa

Fe, California, to indirectly acquire Valley Bancorp, Inc., and its

wholly-owned subsidiary, Montwood National Bank, both of El

Paso, Texas, through its 15.8 percent ownership of State

National Bancshares, Inc., Lubbock, Texas. *

Newspaper – N/Avail

Fed Reg – 02/04/1999

3(a)(1) Umpqua Holdings Corporation to become a bank holding

company by acquiring South Umpqua Bank, both of Roseburg,

Oregon. *

Newspaper – 02/13/1999

Fed Reg – 02/15/1999

* 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

None

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

Type Application

Member Oregon State Bank, Corvallis, Oregon, 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

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None