Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 24

Week Ending June 10, 2000

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions June 4, 2000 to June 10, 2000

Testimony And Statements

Merchant banking proposals -- statement by Governor Meyer before the 

Subcommittee on Capital Markets, Securities, and Government Sponsored 

Enterprises, House Committee on Banking and Financial Services, June 7, 2000.

- Published, June 7, 2000 

Bank Holding Companies

The Charles Schwab Corporation, San Francisco, California -- commenter's request 

for reconsideration of the Board's approval of the acquisition of U.S. Trust 

Corporation, New York, New York.

- Denied, June 8, 2000 

Popular, Inc., Hato Rey, Puerto Rico; Popular International Bank; and Popular 

North America, Inc., Mount Laurel, New Jersey -- to acquire Banco Popular, 

National Association, Orlando, Florida, a de novo bank, and to establish a foreign 

branch and an agreement corporation in Culebra, Puerto Rico.

- Approved, June 5, 2000 

(AC) = Addition or Correction Board - Page 1 of 1
June 4, 2000 to June 10, 2000

BS&R

C&CA

FOMC

RBOPS

IF

OSDM

Banking Supervision and Regulation

Consumer and Community Affairs

Federal Open Market Committee

Reserve Bank Operations and Payment

International Fiance

Office of Staff Director for Management

H.2 Actions under delegated authority

Bank Branches, Domestic

Allfirst Bank, Baltimore, Maryland -- to establish a branch at Route 3 and Waugh 

Chapel Road, Crofton.

- Approved, June 9, 2000 

Secretary

Banco Popular North America, New York, New York -- to establish branches at 

Columbia Park Shopping Center, 31st Street and Kennedy Boulevard, North Bergen, 

New Jersey; 633 State Street, Perth Amboy;11681 S. Orange Blossom Trail, 

Orlando, Florida; 7500 S.W. 8th Street, Miami; and 13701 Riverside Drive, Sherman 

Oaks, California.

- Approved, June 6, 2000 

New York

The Bank of New York, New York, New York -- to establish a branch at 5020 

Route 9W, Newburgh.

- Approved, June 7, 2000 

New York

Cache Valley Bank, Logan, Utah -- to establish a branch at 1710 North Main Street.

- Returned, June 7, 2000 

San Francisco

Community Bank of Nevada, Las Vegas, Nevada -- to establish a branch at 375 

North Stephanie Street, Henderson.

- Approved, June 6, 2000 

San Francisco

The F&M Bank and Trust Company, Tulsa, Oklahoma -- to establish a branch at 

11311 East 21st Street.

- Approved, June 7, 2000 

Kansas City

(AC) = Addition or Correction Delegated - Page 1 of 11
H.2 Actions under delegated authority June 4, 2000 to June 10, 2000

Bank Branches, Domestic

First Bank & Trust Company, Johnson City, Tennessee -- to establish a branch at 

1108 East Stone Drive, Kingsport.

- Approved, June 7, 2000 

Atlanta

Pointe Bank, Boca Raton, Florida -- to establish a branch at 4697 State Road 7, 

Coral Springs.

- Approved, June 9, 2000 

Atlanta

Sacramento Commercial Bank, Sacramento, California -- to establish a branch at 112 

Harding Boulevard, Roseville.

- Approved, June 7, 2000 

San Francisco

Bank Holding Companies

Area Bancshares Corporation, Owensboro, Kentucky -- to establish Area Trust 

Company and thereby engage in trust activities.

- Approved, June 6, 2000 

St. Louis

Citizens Financial Corporation, Cortez, Colorado -- to become a bank holding 

company through the acquisition of The Citizens State Bank of Cortez, and for 

Cortez Investment Company to acquire shares of Citizens Financial Corporation.

- Approved, June 6, 2000 

Kansas City

Community Investment Group, Ltd., Havana, Illinois -- to become a bank holding 

company through the acquisition of The Havana National Bank.

- Approved, June 7, 2000 

Chicago

Cumberland Bancorp, Inc., Nashville, Tennessee -- modification of a commitment.

- Withdrawn, June 6, 2000 

Atlanta

(AC) = Addition or Correction Delegated - Page 2 of 11
H.2 Actions under delegated authority June 4, 2000 to June 10, 2000

Bank Holding Companies

Enterbank Holdings, Inc., Clayton, Missouri -- to acquire Commercial Guaranty 

Bancshares, Inc., Overland Park, Kansas; its subsidiary bank, First Commercial 

Bank, National Association, and its nonbank subsidiary, The Capital Company, and 

thereby engage in financial and investment advisory services, private placement 

services, and management and consulting services.

- Approved, June 5, 2000 

St. Louis

First Banks, Inc., St. Louis, Missouri -- to acquire Bank of Ventura, Ventura, 

California.

- Approved, June 5, 2000 

St. Louis

First Security Group, Inc., Chattanooga, Tennessee, and First Central Bancshares, 

Inc., Lenoir City -- to acquire First Central Bank of Monroe County, Sweetwater.

- Approved, June 9, 2000 

Atlanta

First State Bancshares, Inc., Middlesboro, Kentucky -- to acquire LexBanc 

Corporation, Lexington.

- Approved, June 9, 2000 

Cleveland

G.A.C., Inc., St. Louis, Missouri -- to become a bank holding company through the 

acquisition of Gateway National Bank of St. Louis.

- Approved, June 5, 2000 

St. Louis

Germantown Banc Corp., Germantown, Illinois -- waiver of notification in 

connection with the proposed acquisition of Clint Banc Corp. and the merger of their 

subsidiary banks, Germantown Trust and Savings Bank, Breese, and Bartelso 

Savings Bank, Bartelso.

- Granted, June 1, 2000 (AC)

St. Louis

(AC) = Addition or Correction Delegated - Page 3 of 11
H.2 Actions under delegated authority June 4, 2000 to June 10, 2000

Bank Holding Companies

Home Town Banking Corporation, Monroe, Georgia -- to become a bank holding 

company through the acquisition of Walton Bank & Trust Co.

- Approved, June 7, 2000 

Atlanta

Humboldt Bancorp, Eureka, California -- transfer agent registration.

- Withdrawn, June 8, 2000 

Director, BS&R

Landmark Financial Group, Inc., Belvidere, Illinois -- to acquire Leland National 

Bancorp, Inc., Leland, and LNB National Bank.

- Approved, June 7, 2000 

Chicago

Ledyard Bancorporation, Inc., Ledyard, Iowa -- to become a bank holding company 

through the acquisition of State Bank of Ledyard.

- Approved, June 8, 2000 

Chicago

Mid-Wisconsin Financial Services, Inc., Medford, Wisconsin -- transfer agent 

registration.

- Approved, June 8, 2000 

Director, BS&R

Murphy-Payne Investments, Ltd., Tyler, Texas -- to become a bank holding company 

through the acquisition of Carthage State Bancshares, Inc., Carthage, and First State 

Bank and Trust Company.

- Approved, June 6, 2000 

Dallas

NASB Shares, Inc., Belgrade, Minnesota -- to become a bank holding company 

through the acquisition of North American State Bank; and for NASB Shares to 

acquire Borgerding Insurance Agency, Inc., and thereby engage in insurance agency 

activities in a town with a population not exceeding 5,000.

- Approved, June 7, 2000 

Minneapolis

(AC) = Addition or Correction Delegated - Page 4 of 11
H.2 Actions under delegated authority June 4, 2000 to June 10, 2000

Bank Holding Companies

North Georgia Community Financial Partners, Inc., Calhoun, Georgia -- to become a 

bank holding company through the acquisition of North Georgia National Bank.

- Approved, June 5, 2000 

Atlanta

Popular, Inc., Hato Rey, Puerto Rico; Popular International Bank, Inc., and Popular 

North America, Inc., Mount Laurel, New Jersey -- to acquire Aurora National Bank, 

Aurora, Illinois, and for Banco Popular North America, New York, New York, to 

merge with Aurora National Bank and thereby establish branches.

- Approved, June 6, 2000 

New York

The State Bank of Hoxie ESOP, Hoxie, Kansas -- to acquire additional shares of 

Prairie State Bancshares, and thereby acquire State Bank of Hoxie.

- Approved, June 7, 2000 

Kansas City

Sterling Financial Corp., Lancaster, Pennsylvania -- to acquire Hanover Bancorp, 

Hanover, and Bank of Hanover and Trust Company.

- Approved, June 8, 2000 

Philadelphia

Synovus Financial Corp., Columbus, Georgia -- to acquire pointpathbank, N.A.

- Approved, June 6, 2000 

Atlanta

Thoocon, Inc., Somerset, Kentucky -- to acquire First Commerce Bancorp, Inc. and 

Cumberland Security Bank.

- Approved, June 9, 2000 

Cleveland

Vail Banks, Inc., Vail, Colorado, and WestStar Bank. -- for Vail Banks to merge 

with Estes Bank Corporation, Estes Park, and thereby acquire United Valley Bank; 

and for WestStar Bank, Vail, to merge with United Valley Bank and thereby 

establish branches.

- Approved, June 5, 2000 

Kansas City

(AC) = Addition or Correction Delegated - Page 5 of 11
H.2 Actions under delegated authority June 4, 2000 to June 10, 2000

Bank Holding Companies

Wyoming National Bancorporation, Inc., Riverton, Wyoming -- to become a bank 

holding company with respect to Wyoming National Bank.

- Approved, June 7, 2000 

Kansas City

Bank Mergers

Effingham State Bank, Effingham, Illinois -- to merge with Centralia Savings Bank, 

Centralia, and thereby establish branches.

- Approved, June 6, 2000 

St. Louis

Banks, Nonmember, And Miscellaneous Institutions

Franklin Templeton Bank and Trust, FSB, Salt Lake City, Utah -- request for an 

exemption under section 23A of the Federal Reserve Act to purchase credit card 

receivables from its affiliate, Franklin Credit Corporation.

- Granted, June 8, 2000 

General Counsel and Director, BS&R

Wedco Technology, Houston, Texas -- deregistration under Regulation U.

- Approved, June 8, 2000 

Dallas

Banks, State Member

Mid State Bank, Newberry, South Carolina -- to acquire certain assets and assume 

certain liabilities of the Saluda branch of The Anchor Bank, Myrtle Beach, and the 

Prosperity branch of Carolina First Bank, Greenville.

- Approved, June 5, 2000 

Richmond

Pinnacle Bank, Papillion, Nebraska -- to acquire certain assets and assume certain 

liabilities of the NBC Parkway Branch, Lincoln, of National Bank of Commerce 

Trust & Savings Association and thereby establish a branch.

- Approved, June 9, 2000 

Kansas City

(AC) = Addition or Correction Delegated - Page 6 of 11
H.2 Actions under delegated authority June 4, 2000 to June 10, 2000

Banks, State Member

The Exchange Bank, Luckey, Ohio -- transfer agent registration.

- Withdrawn, June 8, 2000 

Director, BS&R

Change In Bank Control

American City Bancorp, Inc., Tullahoma, Tennessee -- change in bank control.

- Returned, June 8, 2000 

Atlanta

BOR Bancshares, Inc., Rogers, Arkansas -- change in bank control.

- Permitted, June 7, 2000 

St. Louis

Murphy-Payne Investments, Ltd., Tyler, Texas -- change in bank control.

- Permitted, June 6, 2000 

Dallas

Competitive Factors Reports

The Bank of Lyon County, Eddyville, Kentucky -- report on competitive factors of 

the proposed merger with certain affiliated banks, Bank of Livingston County, Tiline; 

Dees Bank of Hazel, Hazel; Alliance Bank, Somerset; Citizens Deposit Bank, 

Calhoun; First & Peoples Bank, Springfield; HNB Bank, National Association, 

Harlan; and South Deposit Bank, Russellville; and the proposed purchase of certain 

assets and assumption of certain liabilities of other affiliated banks, Peoples Bank of 

Murray, Murray; The Owensboro National Bank, Owensboro; Broadway Bank and 

Trust, Paducah; Bowling Green Bank and Trust Company, National Association, 

Bowling Green; First City Bank and Trust Company, Hopkinsville; Jefferson 

Banking Company, Louisville; The New Farmers National Bank of Glasgow, 

Glasgow; and Peoples Commercial Bank, Winchester.

- Submitted, June 8, 2000 

St. Louis

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

merger with Mid-Cities National Bank, Hurst.

- Submitted, June 8, 2000 

Dallas

(AC) = Addition or Correction Delegated - Page 7 of 11
H.2 Actions under delegated authority June 4, 2000 to June 10, 2000

Competitive Factors Reports

Bank of Ventura, Ventura, California -- report on competitive factors of the 

proposed merger with First Bank and Trust, Newport Beach.

- Submitted, June 5, 2000 

St. Louis

Bartelso Savings Bank, Bartelso, Illinois -- report on competitive factors of the 

proposed merger with Germantown Trust and Savings Bank, Breese.

- Submitted, June 5, 2000 

St. Louis

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

proposed merger with Day County Bank, Webster

- Submitted, June 5, 2000 

Minneapolis

First Federal Savings and Loan Association, Bloomington, Illinois -- report on 

competitive factors of the proposed purchase of two branches of Busey Bank, 

Urbana.

- Submitted, June 7, 2000 

Chicago

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

the proposed merger with Castle Bank Harvard, National Association, Harvard, and 

Castle Bank, National Association, Sandwich.

- Submitted, June 7, 2000 

Chicago

First State Bank of Texas, Denton, Texas -- report on competitive factors of the 

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

- Submitted, June 9, 2000 

Dallas

First State Bank of Western Illinois, La Harpe, Illinois -- report on competitive 

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

Hamilton branch of Associated Bank Illinois, N.A., Rockford.

- Submitted, June 7, 2000 

Chicago

(AC) = Addition or Correction Delegated - Page 8 of 11
H.2 Actions under delegated authority June 4, 2000 to June 10, 2000

Competitive Factors Reports

First State Community Bank, Farmington, Missouri -- report on competitive factors 

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

Malden and Ellington branches of Southern Missouri Bank & Trust Co., Poplar Bluff.

- Submitted, June 8, 2000 

St. Louis

The Havana National Bank, Havana, Illinois -- report on competitive factors of the 

proposed merger with HNB Interim National Bank.

- Submitted, June 7, 2000 

Chicago

Hillsborough Savings Bank, Hillsborough, North Carolina -- report on competitive 

factors of the proposed merger with National Bank of Commerce, Memphis, 

Tennessee.

- Submitted, June 5, 2000 

St. Louis

Institutional Trust Company, Denver, Colorado -- report on competitive factors of 

the proposed merger with AMVESCAP National Trust Company, Atlanta, Georgia.

- Submitted, June 7, 2000 

Atlanta

Lone Star Bank, Houston, Texas -- report on competitive factors of the proposed 

merger with New Lone Star Bank.

- Submitted, June 8, 2000 

Dallas

MFC First National Bank, Marquette, Michigan -- report on competitive factors of 

the proposed merger with MFC First National Banks in Menominee, Ironwood, Iron 

River, Iron Mountain, Houghton, and Escabana.

- Submitted, June 7, 2000 

San Francisco

Southwest Georgia Bank, Moultrie, Georgia -- report on competitive factors of the 

proposed merger with Southwest Georgia Insurance Services, Inc., Newton.

- Submitted, June 7, 2000 

Atlanta

(AC) = Addition or Correction Delegated - Page 9 of 11
H.2 Actions under delegated authority June 4, 2000 to June 10, 2000

Competitive Factors Reports

The Stockmans Bank of Harman, Harman, West Virginia -- report on competitive 

factors of the proposed merger with Grant Interim Bank, Inc., Petersburg.

- Submitted, June 5, 2000 

Richmond

The Farmers National Bank of Kittaning, Kittaning, Pennsylvania -- report on 

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

certain liabilities of two branches of Fidelity Savings Bank, Pittsburgh.

- Submitted, June 7, 2000 

Cleveland

Walton Bank & Trust Company, Monroe, Georgia -- report on competitive factors 

of the proposed merger with Home Town Interim Corp.

- Submitted, June 7, 2000 

Atlanta

Extensions Of Time

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

2000, to become a bank holding company through the acquisition of Smith River 

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

- Granted, June 5, 2000 

Richmond

Financial Holding Companies

Big Sioux Financial, Inc., Estelline, South Dakota -- election to become a financial 

holding company.

- Effective, June 9, 2000 

Minneapolis

GEBSCO, Inc., Cochrane, Wisconsin -- election to become a financial holding 

company.

- Effective, June 9, 2000 

Minneapolis

(AC) = Addition or Correction Delegated - Page 10 of 11
H.2 Actions under delegated authority June 4, 2000 to June 10, 2000

Financial Holding Companies

TCF Financial Corporation, Minneapolis, Minnesota -- election to become a financial 

holding company.

- Effective, June 9, 2000 

Minneapolis

Membership

Community Banks of Colorado, Cripple Creek, Colorado -- membership in the 

Federal Reserve System.

- Approved, June 7, 2000 

Kansas City

SouthTrust Bank, N.A., Birmingham, Alabama -- membership in the Federal Reserve 

System.

- Approved, June 6, 2000 

Atlanta

(AC) = Addition or Correction Delegated - Page 11 of 11
District 1

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, June 10, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) The Royal Bank of Scotland plc, Edinburgh, Scotland -

notification to retain ownership of NatWest Group Holdings

Corporation, New York, New York and its subsidiaries and

thereby engage in certain nonbanking activities

Fed Reg – 06/29/2000

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 third Quarter of 2000

Institution Location

None
District 2

Federal Reserve Bank of New York

Applications and notifications filed during the week ending Saturday, June 10, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

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

representative office in Miami, Florida.

Newspaper – N/Avail

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

establish a federally licensed uninsured branch in Greenwich,

Connecticut.

Newspaper – N/Avail

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

a representative office in New York, New York.

Newspaper – N/Avail

FBSEA Banca Antoniana Popolare Veneta, Rome, Italy, to establish a

branch office in New York, New York.

Newspaper – N/Avail

FBSEA Banco Comercial Portugues, S.A., Oporto, Portugal, to establish

a branch office in New York, New York, and an agency in

Miami, Florida.

Newspaper – N/Avail

FBSEA The Governor and Company of the Bank of Ireland, Dublin,

Ireland, to establish a representative office in Greenwich,

Connecticut.

Newspaper – N/Avail

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 3

Federal Reserve Bank of Philadelphia

Applications and notifications filed during the week ending Saturday, June 10, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Wilmington Trust of Pennsylvaina, West Chester, PA, to

establish branch offices at 116 East Court Street Doylestown,

PA, and 2 West Market Street, West Chester, PA.

06/13/2000

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, June 10, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

614313 The State Bank and Trust Company

401 Clinton Street

Defiance, OH 43512-0467

03/13/2000 06/05/2000 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, June 10, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Potomac Bank of Virginia, Vienna, Virginia, to establish a

branch at 8501 Arlington Boulevard, Fairfax, Virginia.*

Newspaper – 06/17/2000

Branch Bank of Tazewell County, Tazewell, Virginia, to establish a

branch at 1905 Front Street, Richlands, Virginia.*

Newspaper – 06/23/2000

*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)(1) Peoples Financial Group, Inc., Iva, South Carolina, to become

a bank holding company through the acquisition of 100% of

the voting shares of The Peoples Bank, Iva, South Carolina.*

Fed Reg – 07/07/2000

Newspaper – 06/30/2000

3(a)(1) CNB Financial Services, Inc., Berkeley Springs, West Virginia,

to become a bank holding company through the acquisition of

100% of the voting shares of Citizens National Bank of

Berkeley Springs, Berkeley Springs, West Virginia,*

Fed Reg – N/Avail

Newspaper – 07/17/2000

*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 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week ending Saturday, June 10, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Pointe Bank, Boca Raton, Florida, to establish a branch located

at 4697 State Road 7, Coral Springs, Florida.

06/05/2000*

*Subject to provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(1) Heritage Financial Holding Corporation, Decatur, Alabama, to

become a bank holding company by acquiring Heritage Bank,

Decatur, Alabama.

Not yet available*

3(a)(5) Regions Financial Corporation, Birmingham, Alabama, to merge

with First National Bancshares of Louisiana, and thereby

directly acquire Security First National Bank, both of

Alexandria, Louisiana.

Fed Reg – 07/07/2000*

3(a)(5) Regions Financial Corporation, Birmingham, Alabama, to merge

with East Coast Bank Corporation, and thereby directly acquire

Bank at Ormond By-The-Sea, both of Ormond Beach, Florida.

Fed Reg – 07/07/2000*

*Subject to provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

COM Coast Community Bancshares, Inc., Biloxi, Mississippi,

commitment waiver request.

COM Cumberland Bancorp, Inc., Nashville, Tennessee, commitment

waiver request.

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD 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, June 10, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(3) Northwest Financial Corporation, Spencer, Iowa, proposes to

acquire at least 98.49% of Marquette Bank Oelwein, N.A.,

Oelwein, Iowa.*

Fed Reg – 06/23/2000

Newspaper – 06/27/2000

4(c)(8) First Merchants Corporation, Muncie, Indiana, notification of

intent to engage de novo through its subsidiary, First Merchants

Reinsurance Co., Ltd., Muncie, Indiana, in the reinsuring of

credit life, credit accident and health insurance.

Fed Reg – 06/28/2000

Newspaper – N/Avail

3(a)(5) IBT Bancorp, Inc., Mt. Pleasant, Michigan, for prior approval to

acquire 100 percent of the voting shares of FSB Bancorp, Inc.,

Breckenridge, Michigan and thereby indirectly acquire Farmers

State Bank of Breckenridge, Breckenridge, Michigan.*

Fed Reg – 07/07/2000

Newspaper – 07/05/2000

CIC Notification by Michael Reese, of a Change in Control of Fox

River Valley Bancorp, Inc., Appleton, Wisconsin.*

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

4(c)(8) Hallmark Capital Corporation, Glendale, Wisconsin, notification

of intent to engage de novo in making, selling and servicing

commercial real estate loans.

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

Type Application

Ending date of

comment period

Reg K Irwin Union Bank & Trust Company, Columbus, Indiana, for

prior approval to establish and own 100 percent of Irwin

International Corporation, Columbus, Indiana, as an Edge Act

Corporation, and (2) for approval, indirectly through Irwin

International Corporation, to acquire 78 percent of the

outstanding voting shares of Onset Capital Corporation,

Vancouver, Canada, and to thereby engage in leasing real and

personal property.

Fed Reg – 06/13/2000

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

Type Application

S/R Cashton Bancshares, Inc., Cashton, Wisconsin, notification of

intent to repurchase up to 350 shares of its common stock.

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None
Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 8

Federal Reserve Bank of St. Louis

Applications and notifications filed during the week ending Saturday, June 10, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Notice by Central Bank and Trust (d/b/a Arvest Central Bank),

Little Rock, Arkansas, to establish a branch at 1123 S.

University, Suite 100, Little Rock, Arkansas.*

6/19/2000

* 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)(1) Notice by First Security, Inc., Owensboro, Kentucky, to acquire

First Security Bank of Owensboro, Inc., Owensboro, Kentucky.*

Newspaper – N/Avail.

Fed Reg – N/Avail.

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Notice by Community First Financial Corporation, Plato,

Missouri, to establish Community First Financial Services

Agency, Plato, Missouri, and thereby provide tax preparation

services, engage in any insurance agency activities in a small

town, and sell mutual funds.

N/Avail.

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

Type Application

3(a)(5)(C) Notice by First Community Banc Holding Company, Hillsboro,

Illinois, to acquire First Community Bank of Hillsboro,

Hillsboro, Illinois.
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

4(j)(5)(B) Notice by The Jonesboro Bancompany, Inc., Jonesboro, Illinois,

to establish A-J Insurance Agency, Jonesboro, Illinois, and

thereby engage, de novo, in any insurance agency activity in a

small town.

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, June 10, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(5) Inter-Mountain Bancorp., Inc., Bozeman, Montana, for prior

approval to merge with Three Forks Bancorporation, Three

Forks, Montana, and thereby acquire 100% of the issued and

outstanding common stock of the Security Bank of Three Forks,

Three Forks, Montana.*

Fed Reg-07/07/2000

3(a)(3) First Bancshares Corporation, Gladstone, Michigan for prior

approval to acquire up to an additional 5.099% of the voting

shares of Baybank Corporation, Gladstone, Michigan1.*

N/Avail.

3(a)(3) First Interstate BancSystem, Inc., Billings, Montana, for prior

approval to acquire 100% of the voting shares of Equality

Bankshares, Inc., Cheyenne, Wyoming.*

Fed Reg-07/03/2000

Subject to the provisions of the Community Reinvestment Act

1

 Thereby increasing its ownership interest up to 24.999%

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

25 U.S. Bank, National Association, Minneapolis, Minnesota to

establish a foreign branch in Toronto, Canada.

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, June 10, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Bank of Holden, Holden, Missouri, to establish a branch at 1098

East 10th Street, Holden, Missouri.

Newspaper - 06/22/2000

Branch Community Banks of Colorado, Cripple Creek, Colorado, to

establish a branch at 5690 South DTC Boulevard, Greenwood

Village, Colorado.

Newspaper - 06/08/2000

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

Type Application

Ending date of

comment period

CIC Robert M. Alexander, Calhan, Colorado, Sean A. Gooding,

Cherry Hills Village, Colorado, Alexander R. Gooding, Cherry

Hills Village, Colorado, Leslie A. Melzer, Denver, Colorado,

Robert J. Breidenthal, Bonner Springs, Kansas, Arcadia

Partners, Ltd.(Dan & Patricia League), Colorado Springs,

Colorado, Michael S. League, Colorado Springs, Colorado, Joe

F. Jenkins, Tonganoxie, Kansas, to acquire voting shares of

Financial Services of the Rockies, Colorado Springs, Colorado,

and thereby indirectly acquire First National Bank of Colorado

Springs, Colorado Springs, Colorado.

Newspaper - 06/22/2000

Fed Reg - 06/26/2000

CIC William P. Johnson, Boulder, Colorado, for prior approval to

acquire 27.07 percent of the voting shares of FirstBank Holding

Company of Colorado, Lakewood, Colorado, and thereby

indirectly acquire its 27 subsidiary banks.

Newspaper - 06/29/2000

Fed Reg - 06/23/2000

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

Premises Bank of Holden, Holden, Missouri, to invest in bank premises.

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 Third Quarter of 2000

Institution Location

Edmond Bank & Trust Edmond, Oklahoma

The First State Bank Wister, Oklahoma

WestStar Bank Vail, Colorado

The inclusion on the list of institutions that are scheduled to undergo CRA examinations in the next calendar

quarter is not determinative of whether the institution will be examined in that quarter. Reserve Banks may need

to defer a planned examination or conduct an unforeseen examination because of scheduling difficulties or other

circumstances.
District 11

Federal Reserve Bank of Dallas

Applications and notifications filed during the week ending Saturday, June 10, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) First State Bank, Granger, TX, to purchase assets and assume

liabilities of a branch from

Broadway National Bank, San Antonio, TX, and establish a

branch office*

N/Avail

Branch First State Bank, Granger, TX, to establish a branch office at

207 North Main Street, Elgin, TX, 78621*

N/Avail

Branch Falcon International Bank, Laredo, TX, to establish branch

offices at

204 Bob Bullock Loop, Laredo, TX, 78043, and

7718 McPherson Road, Laredo, TX, 78045*

06/16/2000

*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) Century Bancshares, Inc., New Boston, TX, to acquire

First State Bank of Gurdon, Gurdon, AR*

Fed Reg – 07/07/2000

Newspaper – 06/23/2000

*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

3(a)(1) ANB Financial Corporation, Arlington, TX, to acquire

ANB Delaware Financial Corporation, Dover, DE, and

Arlington National Bank, Arlington, TX*

3(a)(1) ANB Delaware Financial Corporation, Dover, DE, to acquire

Arlington National Bank, Arlington, 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 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, June 10, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch First State Bank, Flagstaff, Arizona, to establish a branch office

at 3150 N. Winding Brook Road, Flagstaff, Arizona. *

Newspaper - 05/07/2000

Branch County Bank, Merced, California, to establish a branch office at

1330 East Shaw Avenue, Fresno, California. *

Newspaper - 06/22/2000

Branch Pacific State Bank, Reedsport, Oregon, to establish a branch

office at 200 South 8th Street, Lakeside, Oregon. *

Newspaper - 06/22/2000

* 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

CIC Thomas W. Healy, Olympia; Ned D. Williams, Gig Harbor;

Ronald W. Pemberton, Lakewood; James D. Marchetti, Gig

Harbor; Charles H. Kester, Bellevue; Robert H. Pearson, Gig

Harbor; Carole J. Aztell, Puyallup; and Timothy A. Williams,

Tacoma; all of the State of Washington, to acquire voting shares

of Pierce County Bancorp, and thereby indirectly acquire voting

shares of Pierce Commercial Bank, both of Tacoma,

Washington. *

Newspaper - 06/30/2000

Fed Reg - 06/27/2000

* 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

4(c)(8) Pierce County Bancorp, Tacoma, Washington, to acquire

Olympic Equities Corporation, Puyallup, Washington, and

thereby engage in making residential and construction loans and

other related activities related to the extension of credit.

Fed Reg - 06/27/2000
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

Member Solano Bank (In Organization), Vacaville, California, to become

a member of the Federal Reserve System.

211.5(c)(3) Zions Bancorporation, Salt Lake City, Utah, to acquire up to 20

percent of Garban-Intercapital plc, London, England, and

thereby indirectly acquire in brokerage activities.

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

191663 County Bank

550 Main Street

P.O. Box 1191

Merced, California 95341-1191

(209) 725-2200

01/30/2000 06/09/2000 S X

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