Federal Reserve Release 

H.2 

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received 

No. 23

Week Ending June 8, 2002

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions June 2, 2002 to June 8, 2002 

Bank Mergers 

Westamerica Bank, San Rafael, California -- to merge with Kerman State Bank, 

Kerman, and thereby establish branches. 

- Approved, June 3, 2002 

Regulations And Policies 

Regulation C (Home Mortgage Disclosure) -- final amendments to set the thresholds 

lenders must use to determine whether to report pricing information, require lenders 

to report the lien status on loans and applications, and require lenders to ask 

applicants their ethnicity, race, and sex in connection with telephone applications. 

- Approved, June 3, 2002 

Regulation H -- joint final rule amending the prohibition against the use of branches 

as deposit production offices to include any bank or branch of a bank controlled by 

an out-of-state bank holding company. 

- Approved, May 24, 2002 (AC) 

Retail Fees and Services of Depository Institutions -- annual report to the Congress. 

- Approved, June 5, 2002 

(AC) = Addition or Correction Board - Page 1 of 1 
H.2 Actions under delegated authority June 2, 2002 to June 8, 2002 

BS&R 

C&CA 

FOMC 

Banking Supervision and Regulation 

Consumer and Community Affairs 

Federal Open Market Committee 

RBOPS 

IF 

OSDM 

Reserve Bank Operations and Payment Systems

International Finance

Office of Staff Director for Management

Bank Branches, Domestic 

Philadelphia 

Bryn Mawr Trust Company, Bryn Mawr, Pennsylvania -- to establish a branch at 3601 

West Chester Pike, Newtown Square. 

- Approved, June 3, 2002 

Minneapolis 

Central Savings Bank, Sault Sainte Marie, Michigan -- to establish a branch at 3501 

Interstate 75 Business Spur. 

- Approved, June 3, 2002 

Cleveland 

Fifth Third Bank, Cincinnati, Ohio -- to establish a branch at 8355 East Washington 

Street, Bainbridge Township. 

- Approved, June 7, 2002 

St. Louis 

First Community Bank, Conway, Arkansas -- to establish a branch at 2101 Dave Ward 

Drive. 

- Approved, June 4, 2002 

Minneapolis 

First State Bank Southwest, Pipestone, Minnesota -- to establish a branch at 760 Main 

Street, Edgerton. 

- Approved, June 7, 2002 

Atlanta 

Flagler Bank, West Palm Beach, Florida -- to establish a branch at 3650 North Federal 

Highway, Lighthouse Point. 

- Approved, June 5, 2002 

Chicago 

Goshen Community Bank, Goshen, Indiana -- to establish a mobile branch or messenger 

service to operate in Goshen. 

- Approved, June 5, 2002 

(AC) = Addition or Correction Delegated - Page 1 of 7 
H.2 Actions under delegated authority June 2, 2002 to June 8, 2002 

Bank Branches, Domestic 

New York 

Great Eastern Bank, Flushing, New York -- to establish a branch at 5501 8th Avenue, 

Brooklyn. 

- Approved, June 5, 2002 

Dallas 

Legacy Bank of Texas, Plano, Texas -- to establish a branch at Josey Lane and Hebron 

Parkway, Carrollton. 

- Approved, June 6, 2002 

Secretary 

SunTrust Bank, Atlanta, Georgia -- to establish a branch at 2635 Housley Road, 

Annapolis, Maryland. 

- Approved, June 5, 2002 

Bank Holding Companies 

Cleveland 

Bankers Bancshares, Inc., Gahanna, Ohio -- to become a bank holding company through 

the acquisition of Great Lakes Bankers Bank. 

- Approved, June 7, 2002 

San Francisco 

County Bancorp, Inc., Arlington, Washington -- to become a bank holding company 

through the acquisition of North County Bank. 

- Approved, June 4, 2002 

Richmond 

First Citizens Bancorporation of South Carolina, Inc., Columbia, South Carolina -- to 

acquire an interest in Trinity Bank, Monroe, North Carolina. 

- Approved, June 5, 2002 

Richmond 

First Mariner Bancorp, Baltimore, Maryland -- to establish Finance Maryland, LLC, and 

thereby engage in lending and credit-related insurance activities. 

- Approved, June 5, 2002 

(AC) = Addition or Correction Delegated - Page 2 of 7 
H.2 Actions under delegated authority June 2, 2002 to June 8, 2002 

Bank Holding Companies 

Richmond 

Four Oaks Fincorp, Inc., Four Oaks, North Carolina -- to acquire Four Oaks Mortgage 

Services, LLC and thereby engage de novo in mortgage banking through Four Oaks 

Mortgage Company, LP, Clayton. 

- Withdrawn, June 6, 2002 

Chicago 

Hometown Independent Bancorp, Inc. ESOP & Trust, Morton, Illinois -- to acquire 

additional shares of Hometown Independent Bancorp, Inc. and thereby acquire additional 

shares of Morton Community Bank. 

- Approved, June 5, 2002 

Chicago 

IBC Bancorp, Incorporated, Chicago, Illinois -- to engage in data processing services. 

- Approved, June 5, 2002 

Atlanta 

Intrepid Capital Corporation, Jacksonville Beach, Florida -- to become a bank holding 

company through the acquisition of First Bank of Jacksonville, Jacksonville. 

- Withdrawn, June 5, 2002 

St. Louis 

Monticello Bancshares, Inc., Monticello, Missouri -- to become a bank holding company 

through the acquisition of Bank of Monticello. 

- Approved, June 5, 2002 

Dallas 

MOW/RPW II, Ltd., Victoria, Texas, and MOW/RPW Management II, Inc. -- to 

become bank holding companies through the acquisition of FVNB Corp. and thereby 

acquire First Victoria National Bank; Citizens Bank of Texas, National Association, New 

Waverly; and FVNB Delaware Corp., Wilmington, Delaware. 

- Approved, June 6, 2002 

(AC) = Addition or Correction Delegated - Page 3 of 7 
H.2 Actions under delegated authority June 2, 2002 to June 8, 2002 

Bank Holding Companies 

Secretary 

Royal Bank of Canada, Montreal, Canada; RBC Centura Banks, Inc., Rocky Mount, 

North Carolina; and RBC Centura Bank -- commenter's request to extend the public 

comment period on the proposed acquisition of Eagle Bancshares, Inc., Tucker, Georgia, 

and Tucker Federal Bank. 

- Denied, June 3, 2002 

St. Louis 

South Central Bancshares, Inc., Russellville, Kentucky -- to merge with Commerce 

Bancshares, Inc., Franklin, Tennessee; and thereby acquire Peoples State Bank of 

Commerce, Trenton, and Citizens Corporation, Franklin; and thereby make, acquire, 

broker, or service loans and extensions of credit; and thereby engage in general insurance 

agency services in a town with a population not exceeding 5,000 through Citizens & 

Peoples Insurance, Inc., Grant, Alabama. 

- Withdrawn, June 5, 2002 

St. Louis 

Tennessee Central Bancshares, Inc., Parsons, Tennessee -- to acquire System Ventures, 

Inc. and thereby develop, support, and sell financial software used in bank data 

processing applications. 

- Approved, June 7, 2002 

Minneapolis 

Wadena Bankshares, Inc., Wadena, Minnesota -- to acquire Baron Bancshares II, Inc., 

White Bear Lake, and thereby acquire Security State Bank of Deer Creek, Deer Creek. 

- Approved, June 6, 2002 

Change In Bank Control 

Kansas City 

Gower Bancshares, Inc., Gower, Missouri -- change in bank control. 

- Permitted, June 4, 2002 

St. Louis 

SVB&T Corporation, French Lick, Indiana -- change in bank control. 

- Permitted, June 6, 2002 

(AC) = Addition or Correction Delegated - Page 4 of 7 
H.2 Actions under delegated authority June 2, 2002 to June 8, 2002 

Competitive Factors Reports 

Richmond 

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

competitive factors of the proposed merger with Bank of Louisville, Louisville, Kentucky. 

- Submitted, June 5, 2002 

Atlanta 

Citrus Bank, Orlando, Florida -- report on competitive factors of the proposed merger 

with Mercantile Bank, St. Petersburg. 

- Submitted, June 3, 2002 

Richmond 

First Bank, Troy, North Carolina -- report on competitive factors of the proposed 

acquisition of the Broadway branch of RBC Centura Bank, Rocky Mount. 

- Submitted, June 3, 2002 

Chicago 

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

proposed merger with First State Bank of Newman, Newman. 

- Submitted, June 5, 2002 

Chicago 

Guaranty Financial, M.H.C., Milwaukee, Wisconsin -- report on competitive factors of 

proposed mergers in connection with the conversion of its state-chartered savings bank to 

a federal charter. 

- Submitted, June 5, 2002 

Chicago 

Northwestern Savings Bank & Trust, Traverse City, Michigan -- report on competitive 

factors of the proposed acquisition of certain branches and assumption of certain deposits 

of Standard Federal Bank, National Association, Troy. 

- Submitted, June 5, 2002 

San Francisco 

Pacific Western National Bank, Santa Monica, California -- report on competitive factors 

of the proposed merger with Upland Bank, Upland. 

- Submitted, June 3, 2002 

(AC) = Addition or Correction Delegated - Page 5 of 7 
H.2 Actions under delegated authority June 2, 2002 to June 8, 2002 

Competitive Factors Reports 

Chicago 

State Bank of Cross Plains, Cross Plains, Wisconsin -- report on competitive factors of 

the proposed merger with Bank of Waunakee, Waunakee. 

- Submitted, June 5, 2002 

Chicago 

Wells Fargo Bank, Wisconsin, National Association, Milwaukee, Wisconsin -- report on 

competitive factors of the proposed merger with Meridian Capital Bank, National 

Association and The First National Bank & Trust Company of Baraboo, Baraboo. 

- Submitted, June 5, 2002 

Richmond 

Yadkin Valley Bank and Trust Company, Elkin, North Carolina -- report on competitive 

factors of the proposed merger with Main Street Bankshares, Inc., Statesville, and 

Piedmont Bank. 

- Submitted, June 7, 2002 

Extensions Of Time 

Secretary 

Citibank, N.A., New York, New York -- extension to September 24, 2003, for 

Citibank Overseas Investment Corporation, New Castle, Delaware, and Citicorp Finance 

(Thailand) Limited, Bangkok, Thailand, to divest an interest in certain property. 

- Granted, June 3, 2002 

Secretary 

Citibank, N.A., New York, New York -- extension to June 22, 2003, for Citibank 

Overseas Investment Corporation, New Castle, Delaware, and Citicorp Finance 

(Thailand) Limited, Bangkok, Thailand, to divest an interest in certain property. 

- Granted, June 5, 2002 

Richmond 

CNB Bancorp, Inc., Windsor, Virginia -- extension to September 11, 2002, to become a 

bank holding company through the acquisition of Citizens National Bank, a de novo bank. 

- Granted, June 4, 2002 

(AC) = Addition or Correction Delegated - Page 6 of 7 
H.2 Actions under delegated authority June 2, 2002 to June 8, 2002 

Financial Holding Companies 

Minneapolis 

Guaranty Development Company, Livingston, Montana -- election to become a financial 

holding company. 

- Effective, June 6, 2002 

International Operations 

Richmond 

Bank of America, National Association, Charlotte, North Carolina -- to extend the 

corporate existence of its Edge subsidiary, BankAmerica International Financial 

Corporation, San Francisco, California. 

- Approved, June 6, 2002 

Membership 

Atlanta 

IberiaBank, New Iberia, Louisiana -- membership in the Federal Reserve System. 

- Approved, June 6, 2002 

Richmond 

The National Bank of Rising Sun, Rising Sun, Maryland -- to retain membership in the 

Federal Reserve System on conversion to a state-chartered institution, NBRS Financial. 

- Approved, June 5, 2002 

(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, June 8, 2002 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period 

None 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

4(c)(8) Royal Bank of Scotland Group plc, Edinburgh, United Kingdom 

- notification to acquire 100% of WorldPay Limited, which is 

located on the English Channel of Island of Jersey and engages 

in the processing of online credit and debit card payment 

transactions conducted on the Internet 
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 C FR 228). The regulation 

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 2

Federal Reserve Bank of New York

Applications and notifications filed during the week ending Saturday, June 8, 2002 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

Branch HSBC Bank USA, Buffalo, New York, to establish a branch 

office at 101 N. Federal Highway, Boca Raton, Florida. 

Branch Minghetti Finanziaria, S.p.A., Rome, Italy, to establish an 

agency in San Francisco, California, a branch in Chicago, 

Illinois and a branch in New York, New York. 

Branch Manufacturers and Traders Trust Company, Buffalo, New York, 

to establish a branch office at 218 Saw Mill River Road, 

Westchester, New York. 

Branch JP Morgan Chase Bank, New York, New York, to establish a 

branch office at 3 Times Square, New York, New York. 

06/12/2002 

06/14/2002 

06/21/2002 

06/21/2002 

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

Ending date of 

Type Application comment period 

4C8 Citigroup Inc., New York, New York, to acquire all of the 06/30/2002 

common stock of California Federal Bank (Cal Fed), a federal 

savings bank, through the acquisition of the stock of Cal Fed’s 

ultimate parent, Golden State Bancorp Inc., a savings and loan 

holding company; and to acquire Citibank (West) FSB, a to-beformed federal savings association. 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

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

Type Application 

None 

Section V – Availability of CRA public evaluations 

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

of the communities in which they operate, incl uding 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 h elping meet the credit needs of its entire 

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Third Quarter of 2002 

Institution Location 

None 
District 3

Federal Reserve Bank of Philadelphia

Applications and notifications filed during the week ending Saturday, June 8, 2002 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period 

None 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

None 
Section V – Availability of CRA public evaluations 

The Community Reinvestment Act is intended to encoura ge 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). T he 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 applica tion 

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 4 

Federal Reserve Bank of Cleveland 

Applications and notifications filed during the week ending Saturday, June 8, 2002 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type plication comment period 

None 

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

Ending date of 

Type Application comment period 

None 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

None 
Section V – Availability of CRA public evaluations 

The Community Reinvestment Act is intended to encourage dep ository 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. 

The federal bank regulators use the following four performance levels to rate an institution's performance under 

CRA: 

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, June 8, 2002 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

Branch Allfirst Bank, Baltimore, Maryland, to establish a branch at 

6832 Old Dominion Drive, McLean, Virginia.* 

Newspaper - 06/21/2002 

Branch Allfirst Bank, Baltimore, Maryland, to establish a branch at 

10254 Main Street, Fairfax, Virginia.* 

Newspaper - 06/21/2002 

Branch Barbour County Bank, Philippi, West Virginia, to establish a 

branch at 1105 Buckhannon Pike, Clarksburg, West Virginia.* 

Newspaper - 06/22/2002 

*Subject to the provisions of the Community Reinvestment Act. 

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

Ending date of 

Type Application comment period 

CIC Thomas Albert Vann, and the following members of his Fed Reg - N/Avail 

immediate family, Lee Masten Vann, Edward Winslow Vann, Newspaper - N/Avail 

Emily Denton Vann, Richard Small Vann, Patricia Hasty Vann, 

Lynn Masten Forbes and Elizabeth Wells Honeycut, to acquire 

10.98% of the voting securities of First South Bancorp, Inc., 

Washington, North Carolina.* 

*Subject to the provisions of the Community Reinvestment Act. 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

None 
Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week ending Saturday, June 8, 2002 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

Branch Bank Independent, Sheffield, Alabama, to establish a branch 

located at 704 Bank Street, Decatur, Alabama. 

06/15/2002*

Branch First Commercial Bank of Florida, Orlando, Florida, to establish 

a branch located at 4601 Neptune Road, St. Cloud, Florida, to be 

known as the St. Cloud Office. 

06/05/2002*

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

16520 No. Nebraska Avenue, Lutz, Florida, to be known as the 

Lutz Apex Office. 

06/08/2002*

*Subject to provisions of the Community Reinvestment Act 

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

Ending date of 

Type Application comment period 

3(a)(1) Intrepid Capital Corporation, Jacksonville Beach, Florida, to 

become a bank holding company by acquiring First Bank of 

Jacksonville, Jacksonville, Florida. 

3(a)(1) UCB Financial Group, Inc., Atlanta, Georgia, to become a bank 

holding company by acquiring United Commercial Bank, 

Atlanta, Georgia (in organization). 

CIC Integrity Banc shares, Inc., Alpharetta, Georgia, after-the-fact 

change in control notice by Clinton M. Day, C. Parke Day, C. 

Peyton Day, C. Burke Day, Kathleen Day, Day Investments, 

LLC, and Deen Day-Smith to retain 13.89 percent of the 

outstanding shares of Integrity Bancshares, Inc., Alpharetta, 

Georgia. 

3(a)(5) CenterState Banks of Florida, Inc., Winter Haven, Florida, 

proposes to acquire CenterState Bank of Florida, Winter Haven, 

Florida. 

N/Avail* 

Fed Reg – 07/01/2002* 

N/Avail 

N/Avail* 

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

Ending date of 

Type Application comment period 

None 

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

Type Application 

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 evaluate d 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 n ow available. 

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 7

Federal Reserve Bank of Chicago

Applications and notifications filed during the week ending Saturday, June 8, 2002 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

Branch First Farmers Bank and Trust Company, Converse, Indiana, to 

establish a branch facility to be located at 2040 S. Reed Road, 

Kokomo, Indiana.* 

Newspaper – N/Avail 

18C & Branch Midwest Bank and Trust Company, Elmwood Park, Illinois, to 

merge with Midwest Bank of Hinsdale, Hinsdale, Illinois and 

Midwest Bank of McHenry County, Union, Illinois and to 

establish seven branch offices.* 

Newspaper – N/Avail 

* Subject to the provisions of the Community Reinvestment Act 

Section II – Applications subject to both newspape r and Federal Register notice 

Ending date of 

Type Application comment period 

CC Notice by the Friday Family (Beth Gore Friday, Mesa, Arizona; 

Allen Gore Friday, Atlantic, Iowa; Arthur Randall Friday, 

Houston, Texas; and Nola Kathleen Friday, Dallas, Te xas) to 

retain control of Anita Bancorporation, Atlantic, Iowa and 

thereby to retain Rolling Hills Bank and Trust, Atlantic, Iowa. 

CC Notice by Kenneth A. and Diane M. Hendricks to acquire 

greater than 10 percent of the outstanding shares of Blackhawk 

Bancorp, Inc., Beloit, Wisconsin, and thereby indirectly acquire 

Blackhawk State Bank, Beloit, Wisconsin. 

3(a)(1) Cincinnati BancGroup, Inc., Mason, Ohio, to become a bank 

hold ing company by acquiring 100 percent of Bank of Kenney, 

Kenney, Illinois.* 

CC Notice by David Lee Gross to acquire greater than 10 percent of 

the outstanding shares of First Beardstown Bancorp, Inc., 

Beardstown, Illinois and thereby indirectly acquire First State 

Bank of Beardstown, Beardstown, Illinois. 

3(a)(1) Franklin Bancorp, Inc., Southfield, Michigan, to become a bank 

holding company by acquiring 100 percent of Franklin B ank, 

N.A., Southfield, Michigan.* 

Fed Reg – 05/14/2002 

Newspaper – N/Avail 

Fed Reg – 06/05/2002 

Newspaper – N/Avail 

Fed Reg – N/Avail 

Newspaper – N/Avail 

Fed Reg – 05/15/2002 

Newspaper – N/Avail 

Fed Reg – 06/07/2002 

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

Ending date of 

Type Application comment period 

CC Notice by Gary F. Pribyl, Cedar Rapids, Iowa, of a Change in 

Control, to acquire 26.82 percent of Herky Hawk Financial 

Corp., Monticello, Iowa, as independent trustee of an 

irrevocable voting trust, and thereby indirectly acquire Citizens 

State Bank, Monticello, Iowa. 

3(a)(3) Metropolitan Bank Group, Inc., Chicago, Illinois, to retain a 

greater than 5 percent ownership of Upbancorp, Inc., Chicago, 

Illinois, and thereby indirectly acquire Uptown National Bank of 

Chicago, Chicago, Illinois.* 

3(a)(1) Orchid Financial Bancorp, Inc., St. Charles, Illinois, to become a 

bank holding company by acquiring 100 percent of American 

Eagle Bank (in organization), South Elgin, Illinois.* 

CC Notice by Stephen Suiter, Princeton, Iowa, and Jane Suiter 

Gahard, LeClaire, Iowa, as immediate family acting in concert, 

to increase control of Princeton/LeClaire, Agency, Inc., 

Princeton, Iowa, following the redemption of 199 shares of 

holding company stock. Stephen Suiter will own and control 

41.79 percent individually and Jane Suiter Gahard will own and 

control 7.96 percent. 

Fed Reg – 05/22/2002 

Newspaper – N/Avail 

Fed Reg – 06/17/2002 

Newspaper – 06/28/2002 

Fed Reg – 06/24/2002 

Newspaper – N/Avail 

Fed Reg – N/Avail 

Newspaper – N/Avail 

* Subject to the provisions of the Community Reinvestment Act 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

Reg H Midwest Guaranty Bank, Troy, Michigan, to engage in trust 

powers. 
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 C FR 228). The regulation 

was revised in May 1995. 

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

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

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

807348 Bank of Oakfield 

103 Main Street 

Oakfield, Wisconsin 53065 

(920) 583-3191 

474245 Villa Grove State Bank 

10 N. Main Street 

Villa Grove, Illinois 61956 

(217) 832-2631 

474245 Security Trust & Savings Bank 

601 Lake Avenue 

Storm Lake, Iowa 50588 

(712) 732-3022 

956134 La Salle State Bank 

654 1st Street 

La Salle, Illinois 61301 

(815) 223-8800 

01/14/2002 06/04/2002 S X 

02/11/2002 06/04/2002 S X 

12/17/2001 06/03/2002 S X 

12/17/2001 06/06/2002 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, June 8, 2002 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period 

CIC Notice by The New Washington State Bank Employee 

Stock Ownership Plan, New Washington, Indiana 

("ESOP"), to acquire up to 24.00 percent of New 

Independent Bancshares, Inc., New Washington, Indiana. 

The stock of New Independent Bancshares, Inc. is voted by 

Scott Walters in his capacity as trust officer for the Monroe 

County Bank, Bloomington, Indiana, in conjunction with 

the ESOP committee consisting of Scott R. Benner, 

Jeffersonville, Indiana; Brenda G. Bridges, Sellersburg, 

Indiana; Betty A. Carver, Henryville, Indiana; Rhonda K. 

Clapp, Memphis, Indiana; Patrick J. Glotzbach, New 

Albany, Indiana; Cathy L. Tinsley, Marysville, Indiana; 

and Max H. Zimmerman, Charlestown, Indiana. (Previously 

submitted during the week ending June 1, 2002) 

Newspaper – 06/15/2002 

Fed Reg – 06/20/2002 

3A3 Security Bancorp of Tennessee, Inc., Halls, Tennessee, to 

acquire up to 45.63 percent of Patriot Bank, Millington, 

Tennessee (in organization).* 

Newspaper – 06/22/2002 

Fed Reg – 07/05/2002 

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

Ending date of 

Type Application comment period 

None 

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

Type Application 

None 

Section V – Availability of CRA public evaluations 

The Community Reinvestment Act is intended to enc ourage 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 app lication 

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 9

Federal Reserve Bank of Minneapolis

Applications and notifications filed during the week ending Saturday, June 8, 2002 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period 

None 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

None 
Section V – Availability of CRA public evaluations 

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

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

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

was revised in May 1995. 

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

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

application for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

2265335 Community Bank-Missoula, Inc., 

Missoula Montana 

02/20/2002 06/04/2002 S 

x 

475354 Farmers State Bank 02/20/2002 06/04/2002 S x 

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, June 8, 2002 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

Branch Webb City Bank, Webb City, Missouri, to establish a branch at Newspaper - 06/10/2002 

3435 E. 7th Street, Joplin, Missouri. 

18(c) American Bank, Baxter Springs, Kansas, to merge with Newspaper - 06/30/2002 

Southwest Community Bank, Ozark, Missouri, and incident 

thereto, to establis h a branch. 

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

Type Application 

3(a)(1) Countryside Square Bancshares, Inc., Meriden, Kansas, to 

become a bank holding company through the acquisition of 100 

percent of the voting shares of Countryside Bank, Meriden, 

Kansas. 

3(a)(3) American Bancshares, Inc., Baxter Springs, Kansas, to acquire 

100 percent of the voting sha res of Southwest Missouri 

Bancshares, Inc., Ozark, Missouri, parent of Southwest 

Community Bank, Ozark, Missouri. 

CIC Notice by Michele Costello Lundy and Christopher G. Costello, 

both of Marion, Kansas, to acquire control of Tampa State 

Bankshares, Inc., Tampa, Kansas, parent of Tampa State Bank, 

Tampa, Kansas. 

CIC John Steven Schnoor, Hildreth, Nebraska, to acquire control of 

Hildreth State Company, Inc., Hildreth, Nebraska, parent of 

State Bank of Hildreth, Hildreth, Nebraska. 

CIC John W. Sutherland, Jr., Andover, Kansas, to acquire control of 

Ottawa Bancshares, Inc., Salina, Kansas, parent of Kansas State 

Bank, Ottawa, Kansas; First Kansas Bank, Hoisington, Kansas; 

Lyon County State Bank, Emporia, Kansas; and First Bank 

Kansas, Salina, Kansas. 

Ending date of 

comment period 

Newspaper - 07/01/2002 

Fed Reg - 06/28/2002 

Newspaper - 06/30/2002 

Fed Reg - 07/05/2002 

Newspaper - N/Available 

Fed Reg - 06/26/2002 

Newspaper - N/Available 

Fed Reg - N/Available 

Newspaper - 06/19/2002 

Fed Reg - 06/25/2002 
Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

None 

Section V – Availability of CRA public evaluations 

The Community Reinvestment Act is intende d 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 instituti on's application 

for deposit facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 11

Federal Reserve Bank of Dallas

Applications and notifications filed during the week ending Saturday, June 8, 2002 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

Branch Texas Bank, Weatherford, TX, to establish a branch office at 06/17/2002 

5980 South Cooper Street, Arlington, TX, 76017* 

*Subject to the provisions of the Community Reinvestment Act 

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

Ending date of 

Type Application comment period 

None 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

Section IV – Applications not subject to Federal Registe r or newspaper notice 

Type Application 

3(a)(1) Texas National Bancshares, Inc., Tomball, TX, to acquire 

Tomball Capital Corporation, Wilmington, DE, and Texas 

National Bank, Tomball, TX* 

*Subject to the provisions of the Community Reinvestment Act 
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 e valuations are now available. 

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 12 

Federal Reserve Bank of San Francisco 

Applications and notifications filed during the week ending Saturday, June 8, 2002 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period 

None 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

None 
Section V – Availability of CRA public evaluations 

The Community Reinvestment Act is intended to encou rage 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 appl ication for deposit 

facilities. 

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

2364564 Valley Bank of Arizona 01/22/2002 06/03/2002 S 

3550 N. Central Avenue, Suite 150 

Phoenix, Arizona 85012 

(602) 274-7500 

The above listing has been prepared as a courtesy by the Federal Reserve Bank of San Francisco, and is not intended 

to replace formal notices required by statute or regulation; the Reserve Bank assumes no responsibility for errors or 

omissions. 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 

X