FEDERAL RESERVE BANK OF PHILADELPHIA

SECTION I - APPLICATIONS RECEIVED AND SUBJECT TO NEWSPAPER
NOTICE ONLY

Sterling Bank, Mount Laurel, NJ, to establish a branch in Mount Laurel Township, Burlington,
NJ, pursuant to Section 9 of the Federal Reserve Act.

Newspaper comment period expires: 10/5/97
Community Bank and Trust Company, Forest City, PA, to acquire certain assets and assure

deposit liabilities associated with two branch offices of First Union National Bank, Charlotte, NC,
pursuant to Section 18(c) of the Federal Deposit Insurance Act.

Newspaper comment period expires: N/Avail

Summit Bank, Bethlehem, PA seeks to become a member of the Federal Reserve System pursuant
to Section 9 of the Federal Reserve Act.

Newspaper comment period expires: N/Avail

SECTION II - APPLICATIONS RECEIVED AND SUBJECT TO BOTH NEWSPAPER
AND FEDERAL REGISTER NOTICE

Penn Woods, Williamsport, PA, to acquire up to 10 percent of Columbia Financial Institution,
Bloomsburg, PA, pursuant to Section 3(a)(3) of the Bank Holding Company Act.

Newspaper comment period expires: 10/11/97
Federal Register comment period expires: N/Avail.

ECTION III - APPLICATI RECEIVED AND T TO FEDERAL
REGISTER NOTICE ONLY

NONE

| SECTION IV - APPLICATIONS RECEIVED AND NOT SUBJECT TO FEDERAL
R PAPER

Keystone Financial, Inc., Harrisburg, PA request relief of commitments made in connection with
the Federal Reserve’s 1995 approval of Keystone’s application to acquire Martindale Andres
| Company, Inc., West Conshohocken, PA, and thereby engage in investment advisory activities.


RESERVE BANK APPLICATIONS BULLETIN _ For week ending September 19, 1997 _

ECTI' I- HEDULED

Examinations may have to be rescheduled during the calendar quarter in which they are designated
to begin. If an institution's examination is rescheduled for a date later than the end of the date range
reflected in a published schedule, the institution's name will be republished in an appropriate later
listing. Any comments received as a result of either the first publication or subsequent publications
will be considered during the examination.

RSSD Name City State
Number



Federal Reserve Bank of Chicago

‘ion V - Availability of lic Ev: ions

The following state member banks have been examined by the Federal Reserve Bank of Chicago for compliance
with the CRA. The 30-business day period the bank has to make the evaluation public has lapsed during the
week ending September 19, 1997. If you are interested in obtaining a copy of the evaluation document, please
contact the bank(s) directly.

Identification tin,

oO- An institution in this group has an outstanding record of, and is a leader in,
ascertaining and helping to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner consistent with its
resources and capabilities.

S- An institution in this group has a satisfactory record of ascertaining and helping
to meet the credit needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

NI - An institution in this group has a needs to improve its overall record of ascertaining
and helping to meet the credit needs of its entire delineated community, including
low- and moderate-income neighborhoods, in a manner consistent with its resources
and capabilities.

SN - An institution in this group has a substantial noncompliance record of ascertaining
and helping to meet the credit needs of its entire delineated community, including
low- and moderate-income neighborhoods, in a manner consistent with its resources
and capabilies.

BANK NAME/LOCATION EXAMINATION DATE RATINGS

Bank of Geneva 6/9/97 Ss
215 East Line Street

Geneva, Indiana 46740

(219) 368-7288

RSSD # 590949

Hendricks County Bank & 6/9/97 Ss
Trust Company

One East Main Street

Brownsburg, Indiana 46112-1213

(317) 852-2268

RSSD # 633640



Citizens Financial Corp., Midwest City, Oklahoma, October 16, 1997
for prior approval to become a bank holding company

through the acquisition of 100 percent of the voting

shares of U.S. National Bank, Midwest City,

Oklahoma, a de novo bank in organization.

SECTION Hl - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY

APPLICATION COMMENT PERIOD ENDING DATE
None.
- APP) af E
OR NEWSPAPER NOTICE
APPLICATION
None.

SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS
Identification of Ratings

In connection with the assessment of each insured depository institution's CRA performance, a
rating is assigned from the following groups:

Outstanding record of meeting community credit needs
An institution in this group has an outstanding record of ascertaining and helping to meet

the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

Satisfactory record of meeting community credit needs
An institution in this group has a satisfactory record of ascertaining and helping to meet
the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

Needs to improve record of meeting community credit needs
An institution in this group needs to improve its overall record of ascertaining and helping

to meet the credit needs of its entire delineated community, including low- and moderate-
income neighborhoods, in a manner consistent with its resources and capabilities.


H.2 Page 11
September 14, 1997 to September 20, 1997

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

Chicago
Stephenson National Bank and Trust, Marinette, Wisconsin -- report on competitive
factors of the proposed merger with The Stephenson National Bank, Menominee,
Michigan.
- Submitted, September 17, 1997

Dallas
Sterling Bank, Houston, Texas -- report on competitive factors of the proposed

merger with Houston National Bank.
- Submitted, September 16, 1997

Chicago
Sturgis Bank & Trust Company, FSB, Sturgis, Michigan -- report on competitive
factors of the proposed purchase of the Bronson and Constantine branches of
KeyBank, National Association, Cleveland, Ohio.
- Submitted, September 17, 1997

Chicago
Union National Bank and Trust Company of Elgin, Elgin, Illinois -- report on
competitive factors of the proposed merger with Interim National Bank of Elgin.
- Submitted, September 17, 1997

EXTENSIONS OF TIME

Boston

Bank of Boston Corporation, Boston, Massachusetts -- extension to establish a
branch in Shanghai, China.
- Granted, September 18, 1997

Dallas
Central Texas Bankshare Holdings, Inc., Columbus, Texas -- extension to
December 26, 1997, to acquire Hill Bancshares Holdings, Inc., Weimar; Texas, Hill
Bancshares, Inc., Wilmington, Delaware, and Hill Bank & Trust Company, Weimar,
Texas.
- Granted, September 17, 1997

Richmond
First Citizens BancShares, Inc., Raleigh, North Carolina -- extension to October 19,

1997, to acquire First Savings Financial Corp., Reidsville, North Carolina.
- Granted, September 17, 1997


H.2A

Notice of Formations and Mergers of, and Acquisitions by, Bank Holding

Companies; Change in Bank Control

Notices Filed since the H.2A dated September 19, 1997

The following companies and individuals seek System approval to acquire a bank holding company,
a bank, or a nonbanking company in a transaction that is subject to the Bank Holding Company Act of
1956 (12 U.S.C. 184] et seq.), the Change in Bank Control Act (12 U.S.C.1817G)), Regulation Y (12
CFR Part 225), or other applicable statutes and regulations. Comments regarding the applications and
notices must be received in writing at the Reserve Bank indicated, or at the Board of Governors, no
later than the end of the public comment period. Addresses for the Board and Federal Reserve Banks
are listed at the end of this release.

The public portions of the applications and notices, as well as other related filings required by the
Board, may be obtained on an expedited basis by contacting the appropriate Federal Reserve Bank;
addresses are listed at the end of this release. Applications and notices also may be obtained from the

Board.

Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Alabama National
BanCorporation,
Birmingham, AL

Boston Private Bancorp,
Inc., Boston, MA

Bradley Investments,
L.L.L.P., Golden, CO,
Bradley, Leo N.,
Golden, CO, Bradley,
Susan Q., Denver, CO,
and Bradley, Jeffrey N.,
Denver, CO

Builders Financial
Corporation, Chicago, IL

First American Bancorp,
Decatur, AL & First
American Bank, Decatur,
AL

Westfield Capital
Management Company,
Inc., Boston, MA, in
financial & investment
advisory activities (b)(6)

Evergreen Bancorporation,
Evergreen, CO &
Evergreen National Bank,
Evergreen, CO

Builders Bank, Chicago, IL

CIBC

Atlanta

Boston

Kansas City

Chicago

October 24, 1997

October 14, 1997

October 10, 1997

October 23, 1997



Applicant or notificant

Acquiree or activity

Section of law

Reserve Bank

End of comment period

Canadian Impercial
Bank of Commerce(3),
Toronto, CA
CONTINUED

Canadian Imperial Bank
of Commerce(I),
Toronto, Canada
CONTINUED

Canadian Imperial Bank
of Commerce(2),
Toronto, Canada
CONTINUED

Carolina First
Corporation, Greenville,
sc

agency transactional
services (b)(7); in
underwriting & delaing in
government obligations &
money market instruments,
providing investments &
trading services & buying
& selling bullion & related
activities (b)(8)

CIBC Wood Gundy
Securities Corp. (CIBC
Wood Gundy"), New York,
NY, all the outstanding
shares of Oppenheimer
Holdings, Inc., New York,
NY, & its subsidiaries,
including

Oppenheimer & Co., Inc.,
New York, NY in
underwriting &
CONTINUED

dealing to a limited extent
in all types of equity & debt
securities; lending (b)(1),
(b)(2); financial &
investment advisory
services (b)(6); securities
brokerage, riskless
principal, private
placement, futures
commission merchant &
other

CONTINUED

First Southeast Financial
Corporation, Anderson, SC
& First Federal Savings &
Loan Association of
Anderson, Anderson, SC in
operating a savings & loan
association (b)(4)(ii)

New York

New York

New York

Richmond

August 28, 1997

August 28, 1997

August 28, 1997

September 3, 1997



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

ANB Corporation,
Terrell, TX

Anderson Financial
Group, Inc., Golden
Valley, MN

Banco Bilbao Vizcaya,
S.A.
Bilbao, Spain

Bank Capital
Corporation, Strasburg,
co

Bank of New York
Company, Inc.,
New York, NY

Barnett Banks, Inc.(2),
Jacksonville, FL; First
Union Corp., Charlotte,
NC; First Virginia
Banks, Inc., Falls
Church, VA; Jefferson
Bankshares, Inc.,
Charlottesville, VA;
NationsBank Corp.,
Charlotte, NC; Riggs
Nat'l Corp.,
Washington, D.C.;
CONTINUED

Lakeside Bancshares, Inc.,
Rockwall, TX & Lakeside
National Bank, Rockwall,
TX

Northern National Bank,
Nisswa, MN

BBV LatInvest Securities
Inc.,

New York, NY,

securities activities (b)(1),
(b)(4), (b)(15), and (b)(16)

Guaranty Corporation,
Denver, CO

State Street Boston
Corporation,

Boston, MA;

State Street Bank and Trust
Company,

Boston, MA

trust, securities and data
processing activities (b)(3),

(b)(4), and (6)(7)

Vand 4

Dallas

Minneapolis

New York

Kansas City

New York

Richmond

August 25, 1997

September 18, 1997

March 4, 1997

September 26, 1997

March 14, 1997

September 3, 1997



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
FirstBank Holding FirstBank of Parker, Parker, 3 Kansas City September 19, 1997
Company of Colorado, co
Lakewood, CO
FSB Bancorp, MHC & Franklin Savings Bank, CIBC Boston August 28, 1997
FSB Bancorp, both of Farmington, MN
Farmington, ME
CORRECTION
FSB Bancorp, MHC, Franklin Savings Bank, 3 Boston August 28, 1997
and FSB Bancorp, both Farmington, ME
of Farmington, ME
George Washington, George Washington 3 Chicago October 6, 1997
Bancorp, Inc., Oak Savings Bank, Oak Lawn,
Lawn, IL IL
Gilinski, Jaime, Santafe Eagle National Holding CIBC Atlanta October 1, 1997
de Bogota, Columbia Company, Inc., Miami, FL
Gold Banc Corporation, Farmers Bancshares of 3 Kansas City August 21, 1997
Inc., Leawood, KS. Oberlin, Inc., Oberlin, KS,

and Farmers National Bank,

Oberlin, KS
Greenblatt, Leon A., III, Home Financial Bancorp, CIBC Chicago July 9, 1997
and Chiplease, Inc., Spencer, IN, and Owen
both of Chicago, IL Community Bank, S.B.,

Spencer, IN
Greer, Elmo, Cumberland Valley CIBC Cleveland May 23, 1997
East Bernstadt, KY Financial Company,

London, KY
Grell, Steven; Bovee Albert City Bankshares, CIBC Chicago August 29, [997
Investment Trust, Inc., Albert City, IA &
Bovee, Michael R., Albert City Savings Bank,
Trustee; Tamisiea, Albert City, IA & The
Bruce; Nystrom, Bruce; Citizens State Bank,
Grave, Gary; Cotton, Marathon, IA

John M.; & Hultgren,
David M.; all of
Spencer, 1A, acting in
concert



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

Midwest Community
Bancshares, Inc.,
Marion, IL.

Mutual Bancorp of the
Berkshires, Inc.,
Pittsfield, MA

Myers, Judy Noe,
Dallas, TX

National Bank of
Canada, Montreal,
Canada & NatBC
Holding Corporation,
Hollywood, FL

National City
Bancshares, Inc.,
Evansville, IN

New Amboy, Inc., Old
Bridge, NJ

North Fork
Bancorporation, Inc.,
Melville, NY

Northside Banking
Corporation, Tampa, FL.

The Bank of Marion,
Marion, IL

Lee National Banc Corp.,
Lee, MA, & First National
Bank of the Berkshires,
Lee, MA & City Savings
Bank of Pittsfield,
Pittsfield, MA

Rusk County Bancshares,
Inc., Henderson, TX &
Peoples State Bank,
Henderson, TX

Natbank, N.A., Hollywood,
FL & Natbank, N.A.

Fourth First Bancorp, Inc.,
Huntingburg, IN & First
Bank of Huntingburg,
Huntingburg, IN

Amboy Bancorporation,
Old Bridge, NJ & Amboy
National Bank, Old Bridge,
NJ

Branford Savings Bank,
Branford, CT

Northside Bank of Tampa,
Tampa, FL

CIBC

St. Louis

Boston

Dallas

New York

St. Louis

New York

New York

Atlanta

End of comment period

September 2, 1997

September 19, 1997

September 24, 1997

October 3, 1997

October 3, 1997

September 26, 1997

September 18, 1997

August 29, 1997



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 9/19/97

Section V - Availability of CRA Public Evaluations

The CRA public evaluations of the institution(s) below became available during this week. Information
about a particular institution's CRA evaluation may be obtained directly from the institution.

Institution Location Examination Date —__ Rating*
Utah Independent Bank 55 S. State Street May 5, 1997 Outstanding
Salina, UT 84654-1344
(801) 529-7459
Bank of Lake County 150 S. Main Street May 12, 1997 Satisfactory

Lakeport, CA 95453-5017
(707) 263-5481

*Under the rating system an institution's CRA performance is assigned one of the following four ratings:

Outstanding record of meeting community credit needs: An institution has an outstanding record of,
and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

Satisfactory record of meeting community credit needs: An institution has a satisfactory record of
ascertaining and meeting the credit needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent with its resources and capabilities.

Needs to Improve record of meeting community credit needs: An institution needs to improve its

overall record of ascertaining and helping to meet the credit needs of its entire delineated community,
including low- to moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

Substantial Noncompliance in meeting community credit needs: An institution has a substantially

deficient record of ascertaining and helping to meet the credit needs of its entire delineated community,
including low- to moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

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.



District
Federal Reserve Bank of Cleveland
Applications and notifications filed during the week ending 9/20/97

Section I - Applications subject to newspaper notice only

Ending date of
Type Application comment period

NONE

Footnotes

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

Ending date of
Type Application comment period
NONE
Footnotes
Section III - Applications subject to Federal Register notice only
Ending date of
Type Application comment period
NONE
Footnotes
Section IV - Applications not subject to Federal Register or newspaper notice
Ending date of
Type Application comment period

NONE

Footnotes



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section I - Applications Subject to

lice On!
Comment Period
licati Ending Dat
NONE.
FEDERAL RESERVE BANK OF MINNEAPOLIS
Section II - Applications Subject to Both
‘Newspaper and Federal Register Notice
Comment Period

Application Ending Date
Norwest Corporation, Minneapolis, Minnesota; Norwest Financial October 17, 1997
Services, Inc., Des Moines, Iowa; and Norwest Financial, Inc., Des (Federal Register)
Moines, lowa to engage in industrial loan and thrift company activities,
consumer finance activities, and acting as principal, agent, or broker
for credit life, accident and health, and involuntary unemployment
insurance related to its extensions of credit through the acquisition
of Cityside Financial Services of Wisconsin, Inc., Cityside Savings
& Financial Services, Co., and Cityside Insurance Company, Ltd.,
headquartered in Eden Prairie, Minnesota.
Community First Bankshares, Inc., Fargo, North Dakota for prior October 6, 1997
approval to merge with Republic National Bancorp, Inc., Phoenix, (Federal Register)
Arizona. *
Community First Bankshares, Inc., Fargo, North Dakota for prior October 6, 1997
approval to merge with First National Summit Bankshares, Inc., (Federal Register)
Gunnison, Colorado, *
Rice Lake Bancorp, Inc., Rice Lake, Wisconsin for prior approval October 9, 1997
to acquire 100% of the voting shares of the Talco, Inc., Menomonie (Federal Register)
Shares, Inc., and Menomonie Financial Services, Inc., all of Menomonie,
Wisconsin and thereby indirectly acquire 85.49% of First Bank and
Trust, Menomonie, Wisconsin. *
Roseau Realty Co., Inc., Roseau, Minnesota for prior approval to become Not yet available
a bank holding company through the acquisition of at least 74.9% of the
voting shares of Citizens State Bank of Roseau, Roseau, Minnesota. *
Owen-Curtiss Financial Corporation, Rice Lake, Wisconsin for prior Not yet available
approval to become a bank holding company through the acquisition of
100% of the voting shares of Brill Bancshares, Inc., Rice Lake,
Wisconsin. *
Winter-Park Bancshares, Inc., Cameron, Wisconsin for prior approval Not yet available

to acquire, indirectly through Owen-Curtiss Financial Corporation,
Rice Lake, Wisconsin, 100% of the voting shares of Brill Bancshares,
Inc., Rice Lake, Wisconsin. *

* Subject to CRA



Information Requests

The public portions of the applications and notices currently listed in this release are available on an
expedited basis from the appropriate Federal Reserve Bank. The public portion of the application also
may be obtained from the Board.

Federal Reserve Bank of Boston
Jonathan Fine (TEL: 617-973-3339; FAX: 617-973-3219)

Federal Reserve Bank of New York
Margaret Carmody (TEL: 212-720-7924; FAX: 212-720 -6628)

Federal Reserve Bank of Philadelphia
Rosanna Crosier (TEL: 215-574-6581; FAX: 215-574-4146)

Federal Reserve Bank of Cleveland
Jim Terlop (TEL: 216-579-2197; FAX: 2 16-579-2932)

Federal Reserve Bank of Richmond
Gaile Clark (TEL: 804-697-8825; FAX: 804-697-8283)

Federal Reserve Bank of Atlanta
Wayne Smith (TEL: 404-589-7265; FAX: 404-589-7342)

Federal Reserve Bank of Chicago
Frank Skweres (TEL: 312-322-4785; FAX: 312-322-5894)

Federal Reserve Bank of St. Louis
Cathie Windsor (TEL: 314-444-4638; FAX: 3 114-444-8740)

Federal Reserve Bank of Minneapolis
Paula Charles (TEL: 612-372-2982; FAX: 612-344-2702)

Federal Reserve Bank of Kansas City
Patty Biesemeyer (TEL: 816-881-2464; FAX: 816-881-2252)

Federal Reserve Bank of Dallas
Rob Jolley (TEL: 214-922-6071; FAX: 214-922-6302)

Federal Reserve Bank of San Francisco
Michael Johnson (TEL: 415-974-2995; FAX: 415-974-3031)

Board of Governors of the Federal Reserve System
Freedom of Information Office (TEL: 202-452-3684; FAX: 202-872-7562, and 202-872-7565)



H.2 Page 2
September 14, 1997 to September 20, 1997

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

New York

Albank Financial Corporation, Albany, New York -- to acquire Albank Commercial
and to retain Albank, FSB Albany, a Federal savings association.
- Approved, September 17, 1997

Dallas

Bay Bancshares, Inc., La Porte, Texas -- request for waiver of application to acquire
Texas Bank, Baytown, Texas, and First Bank of Deer Park, Deer Park, Texas.
- Granted, September 19, 1997

Richmond

Calvin B. Taylor Bankshares, Inc., Berlin, Maryland -- to acquire Calvin B. Taylor
Bank of Delaware, Ocean View, Delaware.
- Approved, September 19, 1997

Richmond

Carolina First Corporation, Greenville, South Carolina -- to acquire First Southeast
Financial Corporation, Anderson, South Carolina.
- Approved, September 19, 1997

St. Louis
CB&T Bancshares, Inc., Marks, Mississippi -- to acquire Citizens Bank & Trust
Company.
- Approved, September 15, 1997

San Francisco
Citizens Bancorp, Agana, Guam -- to acquire Citizens Security Bank (Guam), Inc.,
Agana, Guam.
- Approved, September 18, 1997

Cleveland

Citizens National Corporation, Paintsville, Kentucky -- to acquire Josephine
Bancshares, Prestonburg, Kentucky.
- Approved, September 15, 1997

St. Louis

Community Financial Corp., Olney, Illinois -- to acquire Mid-America Bank of St.
Clair County, O'Fallon, Illinois.
- Approved, September 18, 1997



4

Applicant or notificant

Acquiree or activity Section of law Reserve Bank

End of comment period

National Commerce
Bancorporation,
Memphis, TN

Penns Wood Bancorp,
Inc., Williamsport, PA

Preimer Bancorp, Inc.,
Doylestown, PA

Riverside Gulf Coast
Banking Company,
Cape Coral, FL

Roseau Realty Co., Inc.,
Roseau, MN

Security State
Bancshares, Inc.,
Charleston, MO

Smith, James Randel,
Auburn, NE; Jobe, Jerry
A., Tabor, IA, and
Schaaf, Grant T.,
Randolph, IA
CORRECTION

SWB Bancshares, Inc.,
Fort Worth, TX & SW
Financial, Inc., Dover,
DE

The First national Bank
of St. James ESOP, St.
James, MN

First Market Banks, FSB, 4 St. Louis
Memphis, TN, operation of
a federal savings bank

(b)(4).

Columbia Financial 3 Philadelphia
Corporation, Bloomsburg,

PA & First Columbia Bank

& Trust Company,

Bloomsburg, PA

Preimer Bank, Doylestown, 3 Philadelphia

PA

Riverside Bank of the Gulf 3 Atlanta

Coast, Cape Coral, FL

Citizens State Bank of 3and4
Roseau, Roseau, MN, in
general insurance agency

activities (b)(11)(iii)(A)

Minneapolis

Merchants and Planters 3 St. Louis
Bank of Hornersville,

Hornersville, MO

Tabor Enterprises, Inc., CIBC Chicago
Tabor, IA, & First State
Bank, Tabor, IA

CORRECTION

Southwest Bank, Fort 3 Dallas

Worth, TX

The First National Agency 3 Minneapolis
at St. James, St. James, MN,
& The First National Bank

of St. James, St. James, MN

October 10, 1997

October 20, 1997

October 23, 1997

October 24, 1997

October 23, 1997

October 24, 1997

October 1, 1997

October 23, 1997

October 20, 1997



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

Community Bancshares
of West Plains, Inc.,
West Plains,

MO

Community Bankshares,
Inc., Denver, CO

CSB Bancshares, Inc.,
Ellsworth, KS

Davis, John Francis, and
Davis, Carman Lee,
both of Concordia, KS

Fischer Bancorp, Inc.,
Fischer, IL

Hazard, Charles
Michael, Boston, MA

Hibernia Corporation,
New Orleans, LA

Horizon Bancorp of
South Arkansas, Inc.,
Magnolia, AR

Mutual Bancorp of the
Berkshires, Inc.,
Pittsfield, MA.

Mutual Bancorp of the
Berkshires, Inc.,
Pittsfield, MA

Community First National 3
Bank of West Plains, West
Plains,

MO

Dove Creek State Bank, 3
Dover Creek, CO

Wilson Bancshares, Inc., 3
Wilson, KS & Wilson State
Bank, Wilson, KS

Tri-County Bancshares, CIBC
Inc., Linn, KS,
& Tri-County National

Bank, Washington, KS

Fisher National Bank, 3
Fisher, IL

Boston Private Bancorp, CIBC
Inc., Boston,

MA, & Boston Private

Bank & Trust

Company, Boston, MA

Northwest Bancshares of 3
Louisiana, Inc., Mansfield,

LA & First National Bank

in Mansfield, Mansfield, LA

Horizon Bank of Columbia 3
County, Magnolia, AR

Trust Company of the 4
Berkshires, N.A., Pittsfield,

MA, perfomring trust

company functions (b)(5)
Pittsfield Central 4

Development Company,
LLC., Pittsfield, MA,
community development
activities (b)(12)

St. Louis

Kansas City

Kansas City

Kansas City

Chicago

Boston

Atlanta

St. Louis

Boston

Boston

October 24, 1997

October 20, 1997

October 23, 1997

October 15, 1997

October 24, 1997

October 15, 1997

October 24, 1997

October 20, 1997

October 10, 1997

October 10, 1997



4

Addresses for Comments and Information Requests
Addresses for comments differ from those for information requests.

Addresses for Comments

Comments on the applications and notices may be sent to the appropriate Federal Reserve Bank or
the Board.

Federal Reserve Bank of Boston

Richard Walker, Community Affairs Officer, 600 Atlantic Avenue, Boston, MA
02106-2204 :

Federal Reserve Bank of New York
Betsy Buttrill White, Senior Vice President, 33 Liberty Street, New York, NY 10045-0001

Federal Reserve Bank of Philadelphia

Michael E. Collins, Senior Vice President, 100 North 6th Street, Philadelphia,
PA 19105-1521

Federal Reserve Bank of Cleveland

Jeffrey Hirsch, Banking Supervisor, 1455 East Sixth Street, Cleveland, OH
44101-2566

Federal Reserve Bank of Richmond
A. Linwood Gill, III, Assistant Vice President, 701 East Byrd Street, Richmond, VA 23261-4528

Federal Reserve Bank of Atlanta

Lois Berthaume, Vice President, 104 Marietta Street, N.W., Atlanta, GA
30303-2713

Federal Reserve Bank of Chicago

Philip Jackson, Applications Officer, 230 South LaSalle Street, Chicago, IL
60690-1413

Federal Reserve Bank of St. Louis
Randall C. Sumner, Vice President, 411 Locust Street, St. Louis, MO 63102-2034

Federal Reserve Bank of Minneapolis
Karen L. Grandstrand, Vice President, 250 Marquette Avenue, Minneapolis, MN 55480-2171

Federal Reserve Bank of Kansas City
D. Michael Manies, Assistant Vice President, 925 Grand Avenue, Kansas City, MO 64198-0001

Federal Reserve Bank of Dallas
Genie D. Short, Vice President, 2200 North Pearl Street, Dallas, TX 75201-2272

Federal Reserve Bank of San Francisco

Pat Marshall, Manager of Analytical Support, Consumer Regulation Group, 101 Market Street, San
Francisco, CA 94105-1579

Board of Governors of the Federal Reserve System
William W. Wiles, Secretary, 20th & Constitution Avenue, N.W., Washington, DC 20551-0001



Federal Keserve Bank of Chicago

Section II - Applications Subject:to Both Newspaper and Federal

Register Notice cont’d
Comment Period
Type Application Ending Date
3(a)(3) FBOP Corporation* FR - 10-2-97
Oak Park, Illinois NP - 9-21-97

First Capital Bank of Arizona
Phoenix, Arizona

CoC-HC Tabor Enterprises, Inc. FR - 10-1-97
Tabor, Iowa NP - **
By J. Randel Smith, Jerry A. Jobe
and Grant R. Schaaf



JECTION IV - A AT Vv) T EDER.
RN A. mnitin

Corestates Financial Corp., Philadelphia, PA to engage, through Electronic Payment Services,
Inc., Wilmington, DE, in automated teller machine and point-of-sale activities on a world-wide
basis, pursuant to Section 4(c)(8) of the Bank Holding Company Act ans Section 225.28(b)(14)
of Regulation Y.



Federal Reserve Bank of Richmond

Notice Only
Licati Period Endi

Second Bank & Trust, Culpeper,

Virginia, to establish a branch at

1920 Medical Avenue, Harrisonburg,

Virginia.* 10~6-97

The First Bank and Trust Company,

Lebanon, Virginia, to establish a

branch at 38 and 40 East Valley Drive,

Bristol, Virginia.* 10-15-97

Centura Bank, Rocky Mount, North
Carolina, to acquire the Bakersville,
North Carolina, branch of First Union
National Bank of North Carolina,

Charlotte, North Carolina.* 10-18-97
Ir _- Li ion:
Ne bol
Application Comment Period Ending Date

MainStreet BankGroup Incorporated,
Martinsville, Virginia, to acquire
Commerce Bank Corporation, College
Park, Maryland.* 10-6-97

One Valley Bancorp, Inc., Charleston,

West Virginia, to acquire One Valley

Bank-Central Virginia, National

Association, Lynchburg, Virginia

(the proposed successor by conversion

to One Valley Bank-Central Virginia,

a Federal savings bank) .* 10-9-97**

None.

*Application is subject to CRA requirements.
**Expiration of comment period specified in the Federal Register.


FEDERAL RESERVE BANK OF PHILADELPHIA

SECTION Vil - APPLICATIONS APPROVED

Johnstown Bank and Trust Company, Johnstown, PA to merge with Laurel Bank, Ebensburg,
PA, and Fayette Bank, Uniontown, PA pursuant to Sections 18(c) and 5(d)(3) of the Federal
Deposit Insurance Act

Approved: 9/17/97

First Sterling Bank, Devon, PA, to effect a merger with Prime Bank, Philadelphia, PA,
pursuant to Section 5(d)(3) of the Federal Deposit Insurance Act and to establish branches
incident thereto, pursuant to Section 9 of the Federal Reserve Act.

Approved: 9/17/97

Corestates Financial Corp., Philadelphia, PA, to engage, through Electronic Payment Services,
Inc., Wilmington, DE, in automated teller machine and point-of-sale activities on a world-wide
basis, pursuant to Section 4(c)(8) of the Bank Holding Company Act and Section 225.28(b)(14)
of Regulation Y.

Approved: 9/18/97



ROS

reaeral Keserve Bank Of Unicago

Section IV - Applications Not Subject to Federal Register or Newspaper Notice
licati

Tabor Enterprises, Inc.
Tabor, Iowa

To redeem 5,200 shares or 52% of the common stock



FEDERAL RESERVE BANK OF NEW YORK

Comment Period
Ending Date

SECTION I

Applications Subject to Newspaper
Notice Only

Bank of New York, New York, New York, to establish a branch at
113 West Essex Street, Maywood, New Jersey. 1/ 10/10/97
SECTION I

Applications Subject to Both
Newspaper and Federal Register Notice

None.
SECTION Il

Nonbanking Applications
ject to Federal Register Notice Onk

None.

SECTION IV

Applications Not Involving
Public Comment

None.
SECTION V
Availability of CRA Public Evaluations

In connection with the assessment of each insured depository institution's
CRA performance, a rating is assigned from the following group:

Outstanding record of meeting community credit needs.

An institution in this group has an outstanding record of, and

is a leader in, ascertaining and helping to meet the credit

needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent with its
resources and capabilities.

Satisfactory record of meeting community credit needs.

An institution in this group has a satisfactory record of ascertaining
and helping to meet the credit needs of its entire delineated
community, including low- and moderate- income neighborhoods,
in a manner consistent with its resources and capabilities.



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Trust No. 3 Under Will
of Charles Henderson,
Troy, AL,

& Henderson
Bancshares, Inc., Troy,
AL

Trustbank Financial
Corporation, Denver, CO

USS. Bancorp,
Minneapolis, MN

Warwick Community
Bancorp, Inc., Warwick,
NY

Washington Bancorp,
Washington, IA

Winter-Park
Bancshares, Inc.,
Cameron, WI

Pea River Capital, 3
Corporation, Elba, AL, &
Peoples Bank of Coffee

County, Elba, AL

Trust Bank of Colorado, 3
Denver, CO

Zappco, Inc., St. Cloud, 3 and4
MN & The First National

Bank of Little Falls, Little
Falls, MN; Melrose State
Bank, Melrose, MN; &
Zapp National Bank of St.
Cloud, St. Cloud, MN &
Zapp Data, Inc., St. Cloud,
MN, providing data
processing services (b)(14)

Warwick Savings Bank, 3
Warwick, NY

Rubio Savings Bank of 3 and4
Brighton, Brighton, IA &

Washington Federal

Savings Bank, operating a
savings association (b)(11)

Owen-Curtiss Financial 3
Corporation, Rice Lake, WI

& Brill Bancshares, Inc.,

Rice Lake, WI & Brill State
Bank, Brill, WI

Atlanta

Kansas City

Minneapolis

New York

Chicago

Minneapolis

October 24, 1997

October 20, 1997

October 24, 1997

October 24, 1997

October 23, 1997

October 23, 1997


Applicant or notificant

Acquiree or activity Section of law Reserve Bank

End of comment period

Jacobsen, Sam J.,
Middleton, WI

Jasper Banking
Company Second
Amended and Restated
Employee Stock
Ownership Stock Bonus
Plan (ESOP), Jasper, GA

Kazi, Zubair and Khatija,
Studio City, CA;

and Yahia and Magda
Abdul-Rahman,
Pasadena, CA

Kroll, Rodney, G;
Copeland, Newman E.;
Slamans, Scott J.; Gray,
Rondy, T.; Turner,
Charles B.; DuBois,
James H., all of Waco,
TX, and Salome,
Tommy G., Crawford,
TX, & Time
Manufacturing
Company., Waco, TX

Lagomarsino, Richard
A., and Robert J.,

both of Ventura, CA, &
Wood, Catherine S.,
Carpinteria,

CA; acting in concert

Lagomarsino, Richard
A.; Lagomarsino,
Ramona; Ramona
Lagomarsino Family
Limited Partnership;
Lagomarsino, Robert J.,
all of Ventura, CA; &
Lagomarsino, Norma
M; Wood, Catherine S.;
& Wood, Jack W.;
acting in concert, all of
Carpinteria, CA

First Business Bancshares, CIBC Chicago
Madison, WI & First

Business Bank, Madison,

WI

JBC Bancshares, Inc., CIBC Atlanta
Jasper, GA

Kentucky Home Bank, 3 San Francisco
Bardstown, KY

First Riesel Corporation, CIBC Dallas

Riesel, TX & First State

bank, Riesel, TX

Americorp, Ventura, CA, CIBC San Francisco

and American Commercial
Bank, Ventura, CA

Americorp , Ventura, CA, CIBC San Francisco
and American Commerical
Bank, Ventura CA

August 28, 1997

August 12, 1997

April 17, 1997

September 30, 1997

August 6, 1997

August 20, 1997


H.2
September 14, 1997 to September 20, 1997

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

Page 7

COMPETITIVE FACTORS REPORTS

New York

Albank Commercial, Albany, New York -- report on competitive factors of the

proposed acquisition of the assets and assumption of the liabilities of 35 branches of
KeyBank National Association.

- Submitted, September 18, 1997

Secretary

Bank of Visalia, Visalia, California -- report on competitive factors of the proposed
acquisition of assets and assumption of the liabilities of the Tipton and Woodlake,

California, branches of Bank of America National Trust & Savings Association, San
Francisco, California.

- Submitted, September 17, 1997

Secretary

Bank of America National Trust & Savings Association, San Francisco, California --
report on competitive factors of the proposed purchase of assets and assumption of

liabilities of the Miami, Florida, branch of BankAmerica International, Miami,
Florida.

- Submitted, September 19, 1997

Cleveland

Bank of Winter Park, Winter Park, Florida -- report on competitive factors of the

proposed merger with The Huntington National Bank, Columbus, Ohio.
- Submitted, September 18, 1997

Atlanta

Barnett Bank, N.A., Jacksonville, Florida -- report on competitive factors of the
proposed acquisition of the assets and assumption of the liabilities of First of
America Bank-FL, FSB, Tampa, Florida.

- Granted, September 16, 1997

San Francisco

Cascade Community Bank, Auburn, Washington -- report on competitive factors of
the proposed merger with Columbia State Bank, Tacoma, Washington.
- Submitted, September 17, 1997



Type

Merger & Branch

Branch

Merger & Branch

Branch

NP - Newspaper

FR - Federal Register

Federal Reserve Bank of Chicago

Section I - Applications Subject to Newspaper
tice
Application

First Farmers Bank & Trust Company
Converse, Indiana
Sheridan, Indiana branch office of
NBD Bank, N.A.
to establish a branch at
322 South Main Street
Sheridan, Indiana

Cole Taylor Bank

Chicago, Illinois
111 West Washington Street
Chicago, Illinois

Omni Bank

Macomb, Illinois
Farmer State Bank of Ferris
Ferris, Illinois
1395 Buchaman Street
Carthage, Illinois

1st Source Bank

South Bend, Indiana
3905 Franklin Street
Michigan City, Indiana

* - Subject to Provisions of Community Reinvestment Act
** - Not available at this time

Comment Period

Ending Date

NP - #*

NP - 10-1-97

NP - **

NP - 10-14-97



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period

Spehar, David L. & First Community CIBC Kansas City August 5, 1997
Nancy A., Kansas City, Bancshares, Inc., Kansas
KS City, KS, and First
Community Bank, Kansas
City, KS
Suez Lyonnaise des Harbor Capital 4 New York August 21, 1997
Euax, Paris, France; Management, Inc., Boston, .
Societe Generale de MA investment advisory
Belgique, Brussels, activities (b)(6); investment
Belguim; and Generale transactions as principal
de Banque, Brussels, (b)(8); & serve as general
Belguim partner of & provide

management & private
placement services to
unregistered investment

funds
Texas Financial CNB Bancshares of 3 Dallas September 26, 1997
Bancorporation, Inc., Victoria, Victoria, TX &
Minneapolis, MN & Citizens Bancorp of
Delaware Financial, Delaware, Inc.,
Inc., Wilmington, DE Wilimington, DE &
Citizens National Bank,

Victoria, TX

The Chase Manhattan Chase Manhattan Bank & 3 New York August 18, 1997
Corporation & Chase Trust Company, National

Holdings Delaware, Association, Los Angeles,

Inc., New York, NY CA

CORRECTION

The Chase Manhattan Chase Trust Company, 3 New York August 18, 1997
Corporation and Chase National Association, Los

Holding Angeles, CA

Delaware Inc., New

York, NY

The Marine BancCorp, The Marine Bank, 3 Richmond October 6, 1997

Inc., Chincoteague, VA Chincoteague, VA

Triangle Bancorp, Inc., Bank of Mecklenburg, 3 Richmond August 1, 1997
Raleigh, NC Charlotte, NC
Union Bancshares, Inc., Union State Bank of Fargo, 3 Minneapolis September 15, 1997

Fargo, ND Fargo, ND



Applicant or notificant

Acquiree or activity

Section of law

“Reserve Bank

Young, David E.,
Chattanooga, TN

Young, Susan Aileen,
Chicago, IL

Zions Bancorporation,
Salt Lake City, UT

Zions Bancorporation,
Salt Lake City, UT

East Ridge

Bancshares, Inc., East
Ridge, TN, and Bank of
East Ridge, East Ridge, TN

C.S.B. Co., Cozad, NE, and
Cozad State Bank & Trust
Company, Cozad, NE, and
First National Bank of
Chadron, Chardron, NE

GB Bancorporation, San
Diego, CA & Grossmont
Bank, San Diego, CA;
Rancho Vista National
Bank, Vista, CA & Pacific
Commerce Bank, Chula
Vista, CA

GB Bancorporation, San
Diego, CA, & Grossmont
Bank, San Diego, CA

CIBC

CIBC

3

Atlanta

Kansas City

San Francisco

San Francisco

End of comment period

July 22, 1997

August 5, 1997

September 22, 1997

September 15, 1997


Addresses for Comments and Information Requests
Addresses for comments differ from those for information requests.

Addresses for Comments

Commenis on the applications and notices may be sent to the appropriate Federal Reserve Bank or
the Board.

Federal Reserve Bank of Boston

Richard Walker, Community Affairs Officer, 600 Atlantic Avenue, Boston, MA
02106-2204

Federal Reserve Bank of New York
Betsy Buttrill White, Senior Vice President, 33 Liberty Street, New York, NY 10045-0001

Federal Reserve Bank of Philadelphia

Michael E. Collins, Senior Vice President, 100 North 6th Street, Philadelphia,
PA 19105-1521

Federal Reserve Bank of Cleveland

Jeffrey Hirsch, Banking Supervisor, 1455 East Sixth Street, Cleveland, OH
44101-2566

Federal Reserve Bank of Richmond
A. Linwood Gill, III, Assistant Vice President, 701 East Byrd Street, Richmond, VA 23261-4528

Federal Reserve Bank of Atlanta
Lois Berthaume, Vice President, 104 Marietta Street, N.W., Atlanta, GA
30303-2713

Federal Reserve Bank of Chicago
Philip Jackson, Applications Officer, 230 South LaSalle Street, Chicago, IL
60690-1413

Federal Reserve Bank of St. Louis
Randall C. Sumner, Vice President, 411 Locust Street, St. Louis, MO 63102-2034

Federal Reserve Bank of Minneapolis
Karen L. Grandstrand, Vice President, 250 Marquette Avenue, Minneapolis, MN 55480-2171

Federal Reserve Bank of Kansas City
D. Michael Manies, Assistant Vice President, 925 Grand Avenue, Kansas City, MO 64198-0001

Federal Reserve Bank of Dallas
Genie D. Short, Vice President, 2200 North Pearl Street, Dallas, TX 75201-2272

Federal Reserve Bank of San Francisco

Pat Marshall, Manager of Analytical Support, Consumer Regulation Group, 101 Market Street, San
Francisco, CA 94105-1579

Board of Governors of the Federal Reserve System
William W. Wiles, Secretary, 20th & Constitution Avenue, N.W., Washington, DC 20551-0001



Federal Reserve Bank of Atlanta

Applicatio leti Week Ending September
= lications Subject to Ne i nl:
Application Cc i ndin.
Banco BHIF Not yet available*

Santiago, Chile
To establish an international bank agency to be located in Miami, Florida.

Section 2 - Applications Subject to Both
Newspaper and Federal Register Notice

Application Comment Period Ending Date
None.

ti - Applications Subject to Federal Regis:
Application Comment Period Ending Date
None.

Section 4 - Applications Not Subject to

Federal Register Notice or Newspaper Notice

None.

*Subject to provisions of the Community Reinvestment Act.


H.2 Page 4
September 14, 1997 to September 20, 1997

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

Chicago
Midland Bancshares, Inc., Kincaid, Illinois -- to acquire The Midland Community

Bank.
- Returned, September 15, 1997

General Counsel
NationsBank Corporation, Charlotte, North Carolina -- request for exemption from
the tying limitations of the Bank Holding Company Act.
- Granted, September 19, 1997

Minneapolis
Norwest Corporation, Minneapolis, Minnesota -- to acquire International
Bancorporation, Golden Valley, Minnesota.
- Approved, September 17, 1997

Norwest Corporation, Minneapolis, Minnesota -- to acquire through Norwest
Investment Services, Inc., Des Moines, Jowa, the brokerage business of International
Bancorporation's subsidiary banks.

- Approved, September 17, 1997

Cleveland
Peoples Financial Bancorp, Inc., Ford City, Pennsylvania -- to retain shares of
Elderton State Bank, Elderton, Pennsylvania.
- Approved, September 18, 1997

New York
Prestige Financial Corporation, Flemington, New Jersey -- to engage de novo in
securities brokerage and mutual fund sales activities through PFC Financial
Services, Inc.
- Permitted, September 19, 1997

Atlanta
Regions Financial Corporation, Birmingham, Alabama -- to acquire Griffin Federal
Savings Bank, Griffin, Georgia, and engage in operating a savings association.
- Permitted, September 18, 1997



H.2
September 14, 1997 to September 20, 1997

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

Page 3

Philadelphia

CoreStates Financial Corp., Philadelphia, Pennsylvania -- to engage in automated
teller machine and point-of-sale activities on a worldwide basis through Electronic
Payment Services, Inc., Wilmington, Delaware.

- Permitted, September 18, 1997

San Francisco

CPB, Inc., Honolulu, Hawaii -- to acquire shares of Trans-Pacific Mortgage Group
LLC, a joint venture with Source Management LLC, and engage in mortgage
lending activities.

- Permitted, September 16, 1997

Kansas City
Devonshire Investment Company, Bethany, Oklahoma -- to engage de novo in
management consulting and counseling activities through a wholly-owned
subsidiary.
- Permitted, September 18, 1997

Chicago

First State Bancorp of Monticello, Inc. Employee Stock Ownership Plan -- to
acquire shares of First State Bancorp of Monticello, Inc., Monticello, Illinois, and
thereby acquire First State Bank of Monticello; State Bank of Hammond,
Hammond; First State Bank of Bloomington, Bloomington; First State Bank of
Heyworth, Heyworth; and First State Bank of Atwood, Atwood, Illinois.

- Approved, September 17, 1997

Chicago
Heartland Bancshares, Inc., Franklin, Indiana -- to acquire Heartland Community
Bank.
- Approved, September 17, 1997

General Counsel

M.B. and IM. Hampton Family Partnership, Ltd., Mt. Pleasant, Texas --
determination that it is a qualified family partnership under the Bank Holding
Company Act.

- Granted, September 16, 1997



Needs to improve record of meeting community credit needs.
An institution in this group needs to improve its overall record
of ascertaining and helping to meet the credit needs of its entire

delineated community, including low- and moderate income -_
neighborhoods, in a manner consistent with its resources and capabilities.

Substantial noncompliance in meeting community credit needs.
An institution in this group has a substantially deficient
record of ascertaining and helping to meet the credit needs of its entire
delineated community, including low- and moderate- income a
neighborhoods, in a manner consistent with its resources and capabilities.
Week Endi epte: r 20, 1997

NAME OF BANK RATING EXAMINATION DATE

None

1/ Subject to provisions of Community Reinvestment Act.

2/ Later of dates specified in newspaper and Federal Register notices.

3/ Date specified in newspaper notice; a later date may be specified in
the Federal Register notice.

4/ Date specified in Federal Register notice; a later date may be
specified in the newspaper notice.
N/A - Not Available



H2 Page 6
September 14, 1997 to September 20, 1997 .

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

Philadelphia
Johnstown Bank and Trust Company, Johnstown, Pennsylvania -- to merge with’
Laurel Bank, Ebensburg; and Fayette Bank, Uniontown, Pennsylvania.
- Approved, September 17, 1997

BANKS, NONMEMBER, AND MISCELLANEOUS INSTITUTIONS

Atlanta

Provident Bank of Florida, Apollo Beach, Florida -- to exercise trust powers.
- Approved, September 17, 1997

CAPITAL STOCK

Dallas

G-6 Corporation, Mesquite, Texas -- redemption of shares.
- Approved, September 16, 1997

CHANGE IN BANK CONTROL

New York

Albank Financial Corporation, Albany, New York -- change in bank control.
- Permitted, September 17, 1997

Dallas

Citizens National Bank of Waxahachie Employee Stock Ownership Plan,
Waxahachie, Texas -- change in bank control.
- Permitted, September 16, 1997

Chicago
First Business Bancshares, Inc., Madison, Wisconsin -- change in bank control.
- Permitted, September 17, 1997

Kansas City
Hooker National Bancshares, Inc., Hooker, Oklahoma -- change in bank control.
- Permitted, September 15, 1997



Section V - Availability of CRA public evaluations

Description of the CRA Goal against which institutions are evaluated, the four performance levels, and the

institutions for which an evaluation is publicly available.

The CRA requires a periodic evaluation of each covered institution regarding the extent to which it has
ascertained, and helped meet, the credit needs of its entire delineated community, including low- and moderate-
income neighborhoods, in a manner consistent with its resources and capabilities,

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

CRA.:

Outstanding
Satisfactory

Needs to Improve
Substantial noncompliance

RSSD Examination CRA CRA
number Institution/ Location date public date rating
576710 The Ohio Bank 6/02/97 9/8/97 Satisfactory
236 Main Street
Findlay, OH 45840
368522 Apollo Trust Company 6/30/97 9/9/97 Satisfactory

201 North Warren Avenue
Apollo, PA 15613

Footnotes


Federal Reserve Release

H.2

Actions of the Board, Its Staff,
and the Federal Reserve Banks:

Applications and Reports Received

No. 38
Week Ending September 20, 1997

Board of Governors of the Federal Reserve System, Washington, DC 20551


District 11
Federal Reserve Bank of Dallas
Applications and Notifications Filed During the Week of September 15, 1997

Section I - Applications subject to newspaper notice only

Comment period
Type Application ending date

None.

* Subject to CRA.
** Comment period ending date is the date specified in the newspaper only.
N/A - Not available at this time.

Section 1 - Applications subject to both newspaper and Federal Register notice

Comment period
Type Application ending date
Change in Control Rodney G. Kroll, Waco, TX, et al, to acquire an interest in **97/10/02
Notice First Riesel Corporation, Riesel, TX
Change in Control Johnny Bob Carruth, Haskell, TX, et al, to acquire an **97/09/19
Notice interest in First Haskell Bancorp, Inc., Haskell, TX

* Subject to CRA.
** Comment period ending date is the date specified in the newspaper only.
N/A - Not available at this time.



H.2 Page 9
September 14, 1997 to September 20, 1997

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

Richmond

First National Exchange Bank, Roanoke, Virginia -- report on competitive factors of
the proposed purchase of certain assets and assumption of certain liabilities of four
branches of First National Bank of Rocky Mount, Rocky Mount, Virginia.

~ Submitted, September 18, 1997

Dallas

First Victoria National Bank, Victoria, Texas -- report on competitive factors of the

proposed acquisition of assets and assumption of liabilities of a branch at 421 Green
Avenue, Taft, Texas.
- Submitted, September 16, 1997

Dallas

First-Nichols National Bank, Kenedy, Texas -- report on competitive factors of the
proposed merger with First-Nichols Interim National Bank.
~ Submitted, September 15, 1997

Boston

Fleet Bank (Delaware), N.A., Wilmington, Delaware -- report on competitive

factors of the proposed merger with Fleet Bank (RI), N.A., Providence, Rhode
Island.

- Submitted, September 19, 1997

Boston

Fleet Bank, Albany, New York -- report on proposed merger with Fleet National
Bank, Springfield, Massachusetts.
- Submitted, September 19, 1997

Cleveland

Geauga Savings Bank, Newbury, Ohio -- report on competitive factors of the
proposed merger with Geauga Interim Savings Bank.
~ Submitted, September 18, 1997

St. Louis

Guaranty Bank and Trust Company, Belzoni, Mississippi -- report on competitive
factors of the proposed acquisition of certain assets and assumption of certain
liabilities of the Indianola, Mississippi, branch of Magnolia Federal Bank For
Savings, Hattiesburg, Mississippi.

- Submitted, September 18, 1997



H.2 Page 8
September 14, 1997 to September 20, 1997

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

Secretary
County Bank, Merced, California -- report on competitive factors of the proposed
acquisition of the assets and assumption of the liabilities of the Dos Palos,
Livingston, and Mariposa, California, branches of Bank of America National Trust
& Savings Association, San Francisco, California.
- Submitted, September 18, 1997

Dallas
Crockett State Bank, Crockett, Texas -- report on competitive factors of the
proposed merger with First National Bank of Huntsville, Huntsville, Texas.
- Submitted, September 16, 1997

Chicago
Dickinson County Savings Bank, Milford, lowa -- report on competitive factors of
the proposed merger with United Community Bank, Hartley, Iowa.
- Submitted, September 16, 1997

St. Louis
Farmers Bank & Trust Company, Magnolia, Arkansas -- report on competitive
factors of the proposed acquisition of assets and assumption of liabilities of four
Camden, Arkansas, branches of NationsBank, N.A., Charlotte, North Carolina.
- Submitted, September 17, 1997

Atlanta
Farmers Bank, Portland, Tennessee -- report on competitive factors of the proposed
purchase of certain assets and assumption of certain liabilities of the Portland,
Tennessee, branch of First Union National Bank, Charlotte, North Carolina, and to
establish a branch.
- Submitted, September 17, 1997

Chicago
First Federal Savings Bank of Marion, Marion, Indiana -- report on competitive
factors of the proposed purchase of assets and assumption of the liabilities of the Gas
City branch of NBD Bank, N..A.
- Submitted, September 15, 1997


Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Griffin Investment, L.P. Griffin Bancshares, Inc., 3 Kansas City October 16, 1997
& Griffin General Cameron, MO & Pony
Partner, Inc., both of Express Bank, Braymer,
Cameron, MO MO
Harbor, Lacy J., Marble Falls National CIBC Dallas September 4, 1997
Denison, TX Bancshares, Inc., Marble

Falls, TX, & Marble Falls

National Bank, Marble

Falls, TX
Hardin County Majors Insurance Agency, 4 St. Louis August 26, 1997
Bancshares, Inc., Inc.,
Savannah, TN Adamsville, TN general

insurance agency activities

in a town of less than 5,000

(b)11)
Heath, Craig Dwight, Texico Bancshares CIBC St. Louis October 1, 1997
Phoenix, AZ Corporation, Texico, IL &

Texico State Bank, Texico,

IL
Hibernia Corporation, Unicorp Bancshares-Texas 3 Atlanta August 11, 1997
New Orleans, LA Inc., Orange, TX, and

OrangeBank, Orange, TX
Industrial Bank of Aubrey G. Lanston & Co., 4 New York May 12, 1997
Japan, Ltd., Inc.,
Tokyo, Japan New York, NY, securities

activities (b)(7); data

processing (b)(14);

financial & investment

activities (b)(6); and

underwriting (b)(8)
International Northern National Bank, 3 Minneapolis September 18, 1997
Bancorporation, Golden Nisswa, MN
Vailey, MN
Iron Bancshares, Inc., The National Iron Bank, 3 Boston October 2, 1997
Salisbury, CT Salisbury, CT
Jackson Boulevard Damen Financial CIBC Chicago September 3, 1997

Fund, Ltd.; Jackson
Boulevard Equities, L.P.
& Paul J. Duggan, all of
Chicago, [L

Corporation, Schaumburg,
IL & Damen National
Bank, Schaumburg, IL



PRVEKAL KESERVE BANK OF MINNEAPOLIS
Section V - Availability of
CRA Public Evaluations
week ending September 19, 1997

ASSIGNMENT OF RATING

In connection with the assessment of each insured depository institution's CRA performance, a rating is
assigned from the following groups:

OUTSTANDING RECORD OF MEETING COMMUNITY CREDIT NEEDS.

An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping to
meet the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

SATISFACTORY RECORD OF MEETING COMMUNITY CREDIT NEEDS.

An institution in this group has a satisfactory record of ascertaining and helping to meet the credit needs
of its entire delineated community, including low- and moderate-income neighborhoods, in a manner
consistent with its resources and capabilities.

NEEDS TO IMPROVE RECORD OF MEETING COMMUNITY CREDIT NEEDS.

An institution in this group needs to improve its overall record of ascertaining and helping to meet the
credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a
manner consistent with its resources and capabilities.

SUBSTANTIAL NONCOMPLIANCE IN MEETING COMMUNITY CREDIT NEEDS.

An institution in this group has a substantially deficient record of ascertaining and helping to meet the
credit needs of its entire delineated community, including low-and moderate-income neighborhoods, in a
manner consistent with its resources and capabilities.

BANK(S) EXAMINED DATE OF EXAMINATION CRA RATING
Citizens Bank & Trust Company June 9, 1997 Satisfactory
130 McLeod Street

Box 847

Big Timber, MT 59011-0847
(406) 932-5311



Federal Reserve Bank of Atlanta
Applications Bulletin for Week Ending September 19, 1997

Recently Approved Applications Approval Date
Regions Financial Corporation 09-18-97

Birmingham, Alabama

To acquire Griffin Federal Savings Bank, Griffin, Georgia, and thereby engage in operating a
savings association, pursuant to Section 225.28(b)(4)(ii) of Regulation Y and Section 4(c)(8) of the
Bank Holding Company Act.

Barnett Banks, Inc. 09-13-97
Jacksonville, Florida

To acquire First of America Bank-Florida, FSB, Tampa, Florida, and thereby engage in owning,
controlling, and operating a savings association, pursuant to Section 225.28(b)(4)(ii) of Regulation
Y and Section 4(c)(8) of the Bank Holding Company Act.

Provident Bank of Florida 09-17-97
Apollo Beach, Florida
For authority to exercise trust powers.

First Bankshares, Inc. 09-17-97
Longwood, Florida

Change in control by Ms. Susma Patel & Messrs. Suketu Madhusudan Patel, Parimal Kantibhai
Patel, Bharat Muljibhai Amin, Dennis John Lloyd King, and Sushilaban Patel, to collectively acquire
43.06 percent of outstanding shares of First Bankshares, Inc., Longwood, Florida, pursuant to the
Change in Bank Control Act of 1978.

Rockdale National Bankshares, Inc.

Conyers, Georgia
1-BHC formation, Rockdale National Bank, Conyers, Georgia, pursuant to Section 3(a)(1) of the
Bank Holding Company Act.



Federal Reserve Bank of Dallas

Section III - Applications subject to Federal Register notice only

Comment period
Type Application ending date
None.
* Subject to CRA.
Section IV - Applications not subject to Federal Register or newspaper notice
Comment period
Type Application ending date

None.



Federal Reserve Bank of Atlanta
Applications Bulletin for Week Endin: 1997

ction 10 - Availability of P valuation:

The CRA public evaluations of the insured depository institutions listed below became available
during this week. Information about an institution's CRA evaluation may be obtained directly from
the institution. In connection with the assessment of an institution's CRA performance, a rating is
assigned from the following groups:

Outstanding record of meeting community credit needs: An institution has an outstanding record
of, and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated
community, including low- and moderate-income neighborhoods, in a manner consistent with its
resources and capabilities.

Satisfactory record of meeting community credit needs: An institution has a satisfactory record
of ascertaining and helping to meet the credit needs of its entire delineated community, including
low- and moderate-income neighborhoods, in a manner consistent with its resources and capabilities.

Needs to improve record of meeting community credit needs: An institution needs to improve
its overall record of ascertaining and helping to meet the credit needs of its entire delineated
community, including low- and moderate-income neighborhoods, in a manner consistent with its
resources and capabilities.

Substantial noncompliance in meeting community credit needs: An institution has a
substantially deficient record of ascertaining and helping to meet the credit needs of its entire
delineated community, including low- and moderate-income neighborhoods, in a manner consistent
with its resources and capabilities.

Bank Cc ti Examination Date
Bank at Ormond-by- Satisfactory 06-09-97

the Sea

Post Office Box 4318

Ormond Beach, Florida 32175
(904) 441-1200



Applicant or notificant

Acquiree or activity Section of law

: Reserve Bank

End of comment period

Rockdale National
Bankshares, Inc.,
Conyers, GA

Rockdale National
Bankshares, Inc.,
Conyers, GA

Saehan Bancorp, Los
Angeles, CA

Shields, James Homer,
II, London, England

SIS Bancorp, Inc.,
Springfield, MA

Smith, Carmen P.
Family Limited
Partnership; Smith,
Carmen P.; &
Woodruff, Peggie J., as
General Partners, all of
Wichita Falls, TX

Smith, James Randel,
Auburn, NE; Jobe, Jerry
A. Tabor, IA; and
Schaaf, Grant, T.,
Randolph, [A

Spanjer, Leland, Cozad,
NE, in his capacity as
Personal Representative
of the Estate of Clifford
G. Young

Spectrum
Bancorporation, Inc.,
Omaha, NE

Rockdale National Bank, 3
Conyers, GA
Rockdale National Bank, 3
Conyers, GA.

Saehan Bank, Los Angeles, 3
CA

Sebastian Bankshares, Inc., CIBC
Barling, AR & River Valley
Bank and Trust, Lavaca, AR

Glastonbury Bank & Trust 3
Company, Glastonbury, CT

AmeriBancShares, Inc., CIBC
Wichita Falls, TX &
AmeriBancShares of

Delaware, Inc.,

Wilmington, DE &

American National Bank,

Wichita Falls, TX

Tabor Enterprises, Inc., CIBC
Tabor, IA & First State
Bank, Tabor, IA

C.S.B. Co., Cozad, NE, CIBC
Cozad State Bank & Trust

Company, Cozad, NE, and

First National Bank of

Chadron, Chadron, NE

First Savings & Loan 4
Association of South

Dakota, Inc., Aberdeen, SD

in the operation of a savings
association (b)(4)

Atlanta

Atlanta

San Francisco

St. Louis

Boston

Dallas

Chicago

Kansas City

Minneapolis

August 25, 1997

August 22, 1997

September 19, 1997

September 24, 1997

October 16, 1997

September 24, 1997

October 1, 1997

August 11, 1997

September 26, 1997



H2
September 14, 1997 to September 20, 1997

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

Page 5

New York

Santander Holding Internacional, S.A., Madrid, Spain, and Santusa Holding, S.L. --
to acquire Banco Santander Puerto Rico, Hato Rey; Puerto Rico, and for Santander
Holding and Santusa to retain interest in First Union Corporation, Charlotte, North
Carolina, and The Royal Bank of Scotland Group, PLC, Edinburgh, Scotland.

- Approved, September 15, 1997

Director, BS&R

Stewardship Financial Corporation, Midland Park, New Jersey -- transfer agent
registration.
- Approved, September 16, 1997

Minneapolis

Union Bancshares, Inc., Fargo, North Dakota -- to acquire Union State Bank of
Fargo, Fargo, North Dakota.
- Approved, September 18, 1997

Director, BS&R

Valley Bancorp, Inc., Phoenix, Arizona -- request to modify a commitment in
connection with application to acquire Valley Bank of Arizona.
- Granted, September 16, 1997

Secretary

Wachovia Corporation, Winston-Salem, North Carolina -- to merge with Ist United
Bancorp, Boca Raton, Florida, and acquire 1st United Bank; and engage in securities

brokerage activities through acquisition of Island Investment Services, Inc., Palm
Beach, Florida.

- Approved, September 19, 1997

San Francisco

Western Holdings Bancorp, Los Altos, California -- to acquire Bank of Los Altos.
~ Approved, September 17, 1997

BANK MERGERS

Philadelphia

First Sterling Bank, Devon, Pennsylvania -- to merge with Prime Bank,
Philadelphia, Pennsylvania.
- Approved, September 17, 1997


FEDERAL RESERVE BANK OF PHILADELPHIA

TI - AV. ILIT IC EK ATI

The following institutions were examined for CRA. The 30-business day period the bank has to
make the evaluation public has lapsed during the week ending September 19, 1997.

Identification of Ratings
In connection with the assessment of each insured depository institution's CRA performance, a
rating is assigned from the following groups:

Outstanding record of meeting community credit needs.

An institution in this group has an outstanding record of, and is a leader in, ascertaining and
helping to meet the credit needs of its entire delineated community, including low- and moderate-
income neighborhoods, in a manner consistent with its resources and capabilities.

Satisfactory record of meeting community credit needs.

An institution in this group has a satisfactory record of ascertaining and helping to meet the credit
needs of its entire delineated community, including low- and moderate-income neighborhoods, in
a manner consistent with its resources and capabilities.

Needs to improve record of meeting community credit needs.

An institution in this group needs to improve its overall record of ascertaining and helping to meet
the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

Substantial noncompliance in meeting community credit needs.

An institution in this group has a substantially deficient record of ascertaining and helping to meet
the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

tion Examinati a CRA Rating
NONE NONE NONE
CTION VI - CRA ‘HED’

NONE


Applicant or notificant

Acquiree or activity

Section of law

“Reserve Bank

End of comment period

First National
Bancshares, Inc., East
Lansing, MI

First National Bank of
Las Animas ESOP, Las
Animas, CO

First National of
Nebraska, Inc., Omaha,
NE, & its subsidiary
First National of
Colorado, Inc., Fort
Collins, CO

First State Bancshares,
Inc., Farmington, MO

First Union
Corporation(1),
Charlotte, NC
CONTINUED

First Union
Corporation(2},
Charlotte, NC
CONTINUED

First United Bancshares,
Inc., El Dorado, AR

FirstBank Holding
Company of Colorado,
ESOP, Lakewood, CO

Finance Company of North
America, LLC, East
Lansing, MI in making and
servicing loans (b)(1)

First Bankshares of Las
Animas, Inc., Las Animas,
CO & First National Bank,
Las Animas, CO

Platte Valley National
Bank, Grand Island, NE &
First National of Nebraska,
Lincoln, NE

Perry County Financial
Corporation, Perryville,
MO, and

Perry County Savings
Bank, FSB,

Perryville, MO operating a
savings

association (b)(4)

Signet Banking Corp., &
Signet Bank, Richmond,
VA; Signet Commercial
Credit Corp., Richmond,
VA making loans that are
typcially secured by
inventory, accounts
receivable or like security
& are generally structured
ona revolving basis (b)(1);
CONTINUED

and other nonbanking
activities (b)(11)(iv); (b)(5)
(b)(7), (YB), (6)(6)

City Bank & Trust of
Shreveport, Shreveport, LA

FirstBank Holding
Company of Colorado,
Lakewood, CO

Chicago

Kansas City

Dallas

St. Louis

Richmond

Richmond

St. Louis

Kansas City

August 17, 1997

October 6, 1997

August 25, 1997

August 1, 1997

September 19, 1997

September 19, 1997

October 9, 1997

October 9, 1997


Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

P.C.B. Bancorp, Inc.,
Largo, FL

Paradigm
Bancorporation, Inc.,
Houston, TX &
Paradigm Delaware
Bancorporation, Inc.,
Dover, DE

Peoples Bancorp, Inc.,
Marietta, OH

Peoples Bancorporation,
Inc., Cuba, MO

Peoples Commercial
Bancorp, Inc., Stilwell,
OK

Peoples Community
Bancshares, Inc.,
Colquitt,

GA

Peoples Financial Corp.,
Inc., Ford City, PA

Plainview Holding
Company,
Pilger, NE

Planters & Merchants
Bancshares, Inc.,
Hearne,

TX, & Planters &
Merchants Bancshares
of Delaware, Inc.,
Wilmington, DE

Anchor Savings Bank,
F.S.B., St. Petersburg, FL
operating a savings
association (b)(4)

First National Bank of
Dayton, Dayton, TX

Gateway Bancorp, Inc.,
Catlettsburg, KY, and
Catlettsburg Federal
Savings Bank, Catlettsburg,
KY operating a savings
association (b)(4)(ii)

Peoples Investment
Corporation, Cuba, MO &
Peoples Bank, Cuba, MO

Bank of Commerce,
Stilwell, OK & Peoples
Bank, Westville, OK.

Farmers Bank of Malone,
Malone, FL

Elderton State Bank,
Elderton, PA

American National
Creighton Co.,

Creighton, NE, and
American National Bank of
Creighton,

Creighton, NE

Homestead Bank, S.S.B.,
College Station, TX

Atlanta

Dallas

Cleveland

St. Louis

Kansas City

Atlanta

Cleveland

Kansas City

Dallas

August 8, 1997

October 3, 1997

August 1, 1997

October 17, 1997

September 26, 1997

August 11, 1997

August 25, 1997

June 23, 1997

August 14, 1997



RESERVE BANK APPLICATIONS BULLETIN For week ending September 19, 1997

FEDERAL RESERVE BANK OF ST. LOUIS
SE I - APPLICATI E

Application pf nt Peri

* Section 18(c) notification by First Bank, Creve

Coeur, Missouri, to merge with First Bank FSB,

Clayton, Missouri, and First Bank, O’Fallon,

Illinois. 10-2-97

Application End of Comment Period

* Section 3(a)(5) notification by National City
Bancshares, Inc., Evansville, Indiana, to merge
with Fourth First Bancorp, Huntingburg, Indiana. Federal Register: 10-3-97

* Section 3(a)(1) notification by Community National
Corporation, Lexington, Tennessee, to acquire
Community National Bank of Tennessee, Lexington,
Tennessee, following the conversion of Lexington
First Federal Savings Bank, Lexington, Tennessee,

into a commercial bank. Newspaper: 10-13-97
‘TION Ill - APPLICATI! T TO FEDE!) TT
Application End of ri
None.
- T T TO FED Ni
R PAPER NOTI
Application End of
None.

* This notification is subject to CRA.



Information Requests

The public portions of the applications and notices currently listed in this release are available on an
expedited basis from the appropriate Federal Reserve Bank. The public portion of the application also
may be obtained from the Board.

Federal Reserve Bank of Boston
Jonathan Fine (TEL: 617-973-3339; FAX: 617-973-3219)

Federal Reserve Bank of New York
Margaret Carmody (TEL: 212-720-7924; FAX: 212-720 -6628)

Federal Reserve Bank of Philadelphia
Rosanna Crosier (TEL: 215-574-6581; FAX: 215-574-4146)

Federal Reserve Bank of Cleveland
Jim Terlop (TEL: 216-579-2197; FAX: 216-579-2932)

Federal Reserve Bank of Richmond
Gaile Clark (TEL: 804-697-8825; FAX: 804-697-8283)

Federal Reserve Bank of Atlanta
Wayne Smith (TEL: 404-589-7265; FAX: 404-589-7342)

Federal Reserve Bank of Chicago
Frank Skweres (TEL: 312-322-4785; FAX: 312-322-5894)

Federal Reserve Bank of St. Louis
Cathie Windsor (TEL: 314-444-4638; FAX: 314-444-8740)

Federal Reserve Bank of Minneapolis
Paula Charles (TEL: 612-372-2982; FAX: 612-344-2702)

Federal Reserve Bank of Kansas City
Patty Biesemeyer (TEL: 816-881-2464; FAX: 816-881-2252)

Federal Reserve Bank of Dallas
Rob Jolley (TEL: 214-922-6071; FAX: 214-922-6302)

Federal Reserve Bank of San Francisco
Michael Johnson (TEL: 415-974-2995; FAX: 415-974-3031)

Board of Governors of the Federal Reserve System
Freedom of Information Office (TEL: 202-452-3684; FAX: 202-872-7562, and 202-872-7565)



RESERVE BANK APPLICATIONS BULLETIN _____. For week ending September 19, 1997

FEDERAL RESERVE BANK OF ST. LOUIS

TION V _- AVAIL, R DI
I i ion of Ratings:
Outstanding record of meeting community credit needs
An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping
to meet the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.
Satisfactory record of meeting community credit needs
An institution in this group has a satisfactory record of ascertaining and helping to meet the credit
needs of its entire delineated community, including low- and moderate-income neighborhoods, in a
manner consistent with its resources and capabilities.
Needs to improve record of meeting community credit needs
An institution in this group needs to improve its overall record of ascertaining and helping to meet
the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.
Substantial noncompliance in meeting community credit needs
An institution in this group has a substantially deficient record of ascertaining and helping to meet

the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

Name of Bank Bank Address Examination

Date



Applicant or notificant

Acquiree or activity

Section of law

Reserve Bank

End of comment period

Barnett Banks, Inc.(3),
Jacksonville, FL; Signet
Banking Corp.
Richmond, VA;
SunTrust banks, Inc.,
Atlanta, GA; Synovus
Financial Corp.,
Columbus, GA, &
Wachovia Corporation,
Winston-Salem, NC

Barnett Banks, Inc.,
Jacksonville, FL;
Crestar Financial Cor.,
Richmond, VA; First
Union Corp. Charlotte,
NC; NationsBank Corp.,
Charlotte, NC; Southem
National Corp.,
Winston-Salem, NC;
and Wachovia Corp.,
Winston-Salem, NC

Bloomer Bancshares,
Inc., Bloomer, WI

California Community
Financial Institutions
Fund Limited
Partnership; Belvedere
Capital Partners, Inc., &
Newco, all of San
Francisco, CA &
National Bancorp of
Alaska, Inc.,
Anchorage, AL

Calvin B. Taylor
Bankshares, Inc., Berlin,
MD

HONOR Technologies, Inc.
Maitland, FL.

data processing and
electronic funds transfer
services, (b)(7)

Card Alert Services, Inc.
Arlington, VA

providing debit card
securities services (b)(7)

Peoples State Bank,
Bloomer, WI

Securities First Bank,
Fulleton, CA

Calvin B.Taylor Banking
Company of Berlin
Maryland, Berlin, MD, &
Calvin B. Taylor Bank of
Delaware, Ocean View, DE

4

Richmond

Richmond

Minneapolis

San Francisco

Richmond

September 3, 1997

March 27, 1997

September 5, 1997

September 29, 1997

September 15, 1997


Federal Reserve Bank of Richmond

Section IV - Application Not Subject to
Federal Register Notice or Newspaper Notice

Application

Queenstown Bancorp of Maryland, Inc.,
Queenstown, Maryland, to become a
bank holding company through the
acquisition of 100% of the voting
shares of Queenstown Bank of Maryland,
Queenstown, Maryland.*



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Compass Bancshares,
Inc., Birmingham, AL

Cortez Investment Co.,
Cortez, CO

Deutsche Bank, AG
(Main)

Federal Republic of
Germany

Exchange National
Bancshares, Inc.,
Jefferson City, MO

F.N.B. Corporation,
Hermitage PA &
Southwest Banks, Inc.,
Naples, FL

F.N.B. Corporation,
Hermitage, PA

FBOP Corporation, Oak
Park, IL

First Banks, Inc., St.
Louis, MO

First Commercial
Corporation, Little
Rock, AR

First Financial
Bankshares, Inc.,
Abilene, TX

GSB Investments, Inc.,
Gainesville, FL &
Gainsville State Bank,
Gainesville, FL

The Cortez State Bank,

Cortez, CO

Ganis Credit Corporation,
Newport Beach, CA,
lending (b)(1)

Union State Bancshares,
Inc., Clinton, MO & Union
State Bank & Trust
Company of Clinton,
Clinton, MO

Mercantile Bank of
Southwest Florida, Naples,
FL

Indian Rocks State Bank,
Largo, FL

First Capital Bank of
Arizona, Phoenix, AZ

Surety Bank, Vallejo, CA

First Charter Bancshares,
Inc., North Little Rock, AR,
& Charter State Bank,
Beebee, Arkansas, Beebe,
AR

Southlake Bancshares, Inc.,
Southlake, TX & Texas
National Bank, Southlake,
TX

Atlanta

Kansas City

New York

St. Louis

Cleveland

Cleveland

Chicago

St. Louis

St. Louis

Dallas

October 6, 1997

October 6, 1997

May 12, 1997

October 2, 1997

October 10, 1997

September 2, 1997

October 2, 1997

October 14, 1997

September 19, 1997

September 19, 1997


Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

Platt, Michael D.,
Hardtner, KS; Molz,
James L., Kiowa, KS;
Collins, David C., &
Pederson, Roland

C., both of Burlington,
OK

Popular, Inc., Hato Rey,
Puerto Rico

Prillaman, Bob Maurice
& Lillias B., Marietta,
GA

Proffitt, Richard Todd,
Pigeon Forge, TN

Progress Bancshares,
Inc., Sullivan, MO

Provident Financial
Group, Inc., & FGBI
Acquisition Corp., both
of Cincinnati, OH

Rice Lake Bancorp,
Inc., Rice Lake, WI

Rockdale National
Bankshares, Conyers,
GA

CORRECTION

B-K Agency, Inc. Hardtner,
KS, & The Farmers State
Bank, Hardtner, KS

Houston Bancorporation,
Inc., Houston, TX, &
Citizens National Bank,
Houston, TX

Independent Bancshares,
Inc., Powder Springs, GA

Tennessee State
Bancshares, Inc., Pigeon
Forge, TN (formerly
Gatlinburg, TN), and
Tennessee State Bank,
Gatlinburg, TN

Progress Bank of Sullivan,
Sullivan, MO, a
de novo bank

Florida Gulfcoast Bancorp,
Inc., Sarasota, FL, and
Enterprise National Bank of
Sarasota,

Sarasota, FL

TALCO, Inc., Menomonie,
WI & Menomonie Shares,
Inc., Menomonie, WI;
Menomonie Financial
Services, Inc., Menomonie,
WI & First Bank and Trust,
Menomonie, WI

Rockdale National Bank,
Conyers, GA

CIBC

CIBC

CIBC

Kansas City

New York

Atlanta

Atlanta

St. Louis

Cleveland

Minneapolis

Atlanta

September 10, 1997

October 16, 1997

August 29, 1997

August 5, 1997

August 8, 1997

July 24, 1997

October 9, 1997

August 22, 1997


H.2
September 14, 1997 to September 20, 1997

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

Abbreviations: BS&R - Banking Supervision and Regulation; C&CA - Consumer and Community
Affairs; FOMC - Federal Open Market Committee; RBOPS - Reserve Bank Operations and Payment
Systems; IF - International Finance; OSDM - Office of Staff Director for Management

BANK BRANCHES, DOMESTIC

Chicago

Bloomingdale Bank and Trust, Bloomingdale, Illinois -- to establish a branch at the
southeast corner of Arlington Heights Road and Pierce Road, Itasca, Illinois.
- Approved, September 15, 1997

Chicago

Citizens Bank & Trust Company, Hudson, Iowa -- to establish a branch at 209 West
5th Street, Waterloo, Iowa.
- Approved, September 17, 1997

Richmond

First Community Bank, Inc., Buckhannon, West Virginia -- to establish a branch in
the Wal-Mart store on U.S. Route 119.
- Approved, September 15, 1997

Chicago

Valley Ridge Bank, Kent City, Michigan -- to establish a branch at 47th South
Charles Street, White Cloud, Michigan.
- Approved, September 17, 1997

BANK HOLDING COMPANIES

San Francisco

1867 Western Financial Corporation, Stockton, California -- to acquire shares of
Capital Corp of the West, Merced, California.
- Approved, September 18, 1997

1867 Western Financial Corporation, Stockton, California -- to engage in operating
an industrial loan company and providing credit life insurance through Town and
Country Finance and Thrift Company, Turlock, California.

~ Permitted, September 18, 1997

1867 Western Financial Corporation, Stockton, California -- to engage in
management consulting and furnishing investment advice through Capital West
Group, Inc., Merced, California.

- Permitted, September 18, 1997



Substantial noncompliance in meeting community credit needs

An institution in this group has a substantially deficient record of ascertaining and helping
to meet the credit needs of its entire delineated community, including low- and moderate-
income neighborhoods, in a manner consistent with its resources and capabilities.

Bank/Location

Citizens State Bank 672957
190 N. Main Street
Polk, Nebraska 68654

Oregon Trail Bank 900258

Wyoming & Whalen
Guernsey, Wyoming 82214

*Application is subject to CRA.

RSSD# Exam Date

06/23/97

06/23/97

CRA Public CRA
Date. Rating

09/16/97 Satisfactory

09/19/97 Satisfactory


Federal Reserve Bank of Kansas City Week Ending September 19, 1997

I- AP} Ss
APPLICATION COMMENT PERIOD ENDING DATE
None.
I] - APP. TI TT T.
D RA TER NOTICE
APPLICATION COMMENT PERIOD ENDING DATE
Trustbank Financial Corporation, Denver, Colorado, Not Available

for prior approval to become a bank holding company
through the acquisition of 100 percent of the voting
shares of Trust Bank of Colorado, Denver, Colorado.

Community Bancshares, Inc., Denver, Colorado, for Not Available
prior approval to acquire up to 90 percent of the

voting shares of Dove Creek State Bank, Dove Creek,

Colorado.

Leo N. Bradley, Golden, Colorado, Susan Q. Bradley, Not Available
and Jeffrey N. Bradley, both of Denver, Colorado;

and Bradley Investments, L.L.L.P., Golden,

Colorado, to retain control of Evergreen

Bancorporation, Evergreen, Colorado.

Cortez Investment Co., Cortez, Colorado, for prior October 6, 1997
approval to acquire 1.27 percent, for a total of 50

percent, of the voting shares of Citizens State Bank of

Cortez, Cortez, Colorado.

Griffin Investment, L.P., Cameron, Missouri, and October 16, 1997
Griffin General Partner, Inc., Cameron, Missouri, for

prior approval to become bank holding companies

through the acquisition of 99.993 percent of the voting

shares of Griffin Bancshares, Inc., Cameron,

Missouri; and thereby indirectly acquire Pony Express

Bank, Braymer, Missouri.



Applicant or notificant

Acquiree or activity Section of law

Reserve Bank

End of comment period

Union Planters
Corporation, Memphis,
TM

UST Corp. Boston, MA
CORRECTION

UST Corp., Boston, MA

Vail Banks, Inc., Vail,
co

Voorhees, Steven L.,
Harvard, NE

Wachovia Corporation,
Winston-Salem, NC

Wachovia Corporation,
Winston-Salem, NC

Yaeger, Marion P.,
Trust, Grand Rapids, MI

Capital Bancorp, Miami, FL 3
& Capital Bank, Miami, FL

Firestone Financial Corp., 4
Newton, MA in installment
Joan and lease financing

- activities to commercial

customer (b)(1) & (b)(3)

Firestone Financial Corp., 4
Newton, MA in installment

loan & lease financing

activities to commercial

customers (b)(1) & (b)(3)

Cedaredge Financial 3
Services, Inc., Cedaredge,
co

Harvard State Company, CIBC
Harvard, NE & Harvard
State Bank, Harvard, NE

Ist United Bancorp, Boca 3
Raton, FL, & First United

Bank, Boca Raton, FL, &
United Bancorp's

subsidiary, Island

Investment Service, Inc.,

Palm Beach, FL in

securities brokerage

activities (b)(7)(i)

Central Fidelity Banks,
Inc., & Central Fidelity
National Bank, Richmond,
VA; Central Fidelity
Insurance Agency,

Inc., Richmond, VA acting
as an agent or broker in the
sale of credit related
insurance (b)(11)

3and4

Litchfield Bancshares CIBC
Company, Litchfield, IL &

Litchfield National Bank,

Litchfield, IL

St. Louis

Boston

Atlanta

Kansas City

Kansas City

Richmond

Richmond

St. Louis

October 3, 1997

September 5, 1997

September 15, 1997

October 6, 1997

September 29, 1997

September 15, 1997

September 26, 1997

September 26, 1997


H.2 Page 12
September 14, 1997 to September 20, 1997

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

Boston
NMBT Corp., New Milford, Connecticut -- extension to acquire The New Milford
Bank and Trust Company.
- Granted, September 16, 1997

San Francisco
Wells Fargo & Company, San Francisco, California -- extension to divest certain

pro, .
~ Granted, September 19, 1997

MEMBERSHIP

Chicago
F&M Bank-Prairie du Chien, Prairie du Chien, Wisconsin -- to become a member of
the Federal Reserve System.
- Approved, September 17, 1997

RESERVE BANK SERVICES

Director RBOPS
National Check Exchange -- request to provide net settlement services to depository
institutions that participate in NCE and that utilize the New York Clearing House
Association as agent for the services.
- Granted, September 19, 1997



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period

Carruth, Johnny Bob, First Haskell Bancorp, Inc., CIBC Dallas September 26, 1997

Lubbock, TX;
Cleveland, Walter
Charles, Idalou, TX;
Hobgood, Robert
Charles, Haskel, TX;
Morris, Kim Holder,
Houston, TX; Thigpen,
Joseph Emitt, Haskell,
TX; Toliver, Bailey Lee,
Haskell, TX, & Toliver,
Samuel Ray, Haskell,
TX

Haskell, TX & First
National Bank, Haskell, TX

Centre | Bancorp, Inc., First Winnebago Chicago September 26, 1997
Beloit, WI Corporation, Winnebago,

IL & First National Bank of

Winnebago
Citizens Bankers, Inc., First National Bank of Bay Dallas October 6, 1997
Baytown, TX City, Bay City, TX
Citizens Bankers, Inc., First National Bank of Bay Dallas September 18, 1997
Baytown, TX, and City, Bay City, TX
Citizens Bankers of
Delaware, Wilmington,
DE
Citizens Financial U.S. National Bank, Kansas City October 16, 1997
Corp., Midwest City, OK Midwest City, OK
Coddle Creek Financial Mooresville Savings Bank, Richmond October 16, 1997
Corp., Mooresville, NC SSB, Mooresville, NC
Community First Republic National Bancorp, Minneapolis October 6, 1997
Bankshares, Inc., Fargo, Inc., Pehoenix, AZ &
ND Republic National Bank of

Arizona, N.A., Phoenix, AZ
Community First First National Summit Minneapolis October 6, 1997
Bankshares, Inc., Fargo, Bankshares, Inc., Gunnison,
ND CO & First National

Summit Bank, Gunnison,

co
Community National Community National Bank St. Louis October 17, 1997

Corporation, Lexington,
TMN

of Tennessee, Lexington,
TM



Applicant or notificant

Acquiree or activity Section of law

Reserve Bank

End of comment period

Landmark Bancorp,
Inc., Margate, FL

Leake Family
Partnership, L.P.,
Jackson,

MS

Lexington B & L
Financial Corp.,
Lexington,

MO

Lloyds TSB Group

PLC, and Lloyds Bank
PLC,

both of London, England

Mahaska Investment
Company, Oskaloosa, IA

MainStreet BankGroup
Incorporated,
Martinsville, VA

Marengo Bancshares,
Inc., Marengo, IL

Mercantile Bank
Corporation, Grand
Rapids, MI

MidSouth Bancorp, Inc.,
ESOP, Lafayette, LA

Sunniland Bank, Fort 3
Lauderdale, FL

Citizens Capital
Corporation, Magee, MS,
and

Citizens State Bank, Magee,
MS

CIBC

Lafayette Bancshares, Inc., 3 and 4
Lexington, MO, and

Lafayette

County Bank of
Lexington/Wellington,

Lexington, MO; and B & L

Bank, Lexington, MO

operating a savings

association (b)(4)

IAI Holdings Inc., 4
Investment Advisers, Inc.,
Minneapolis, MN, trust

services (b)(3); investment
advisory services (b)(4);
full-service brokerage

(b)(15); foreign exchange
execution & advisory

services, and other advisory

& administrative services

Pella State Bank, Pella, IA 3

Commerce Bank 3
Corporation, College Park,

MD

Prairie State Bank, 3
Marengo, IL

Mercantile Bank of West 3
Michigan, Grand Rapids, MI

MidSouth Bancorp, Inc.,
Lafayette, LA & MidSouth
National Bank, Lafayette,
LA

CIBC

Atlanta

Atlanta

Kansas City

New York

Chicago

Richmond

Chicago

Chicago

Atlanta

September 19, 1997

July 23, 1997

August 4, 1997

March 26, 1997

September 12, 1997

. October 6, 1997

October 2, 1997

October 9, 1997

September 30, 1997


FEDERAL RESERVE BANK OF BOSTON APPLICATIONS

NEWSPAPER NOTICE ONLY
Application Comment Period Ending Date
NONE
ION IT - L: T: B
APE! E! g4
Application Perio ing D.
SIS Bancorp, Inc., Newspaper 10-16-97
Springfield, Massachusetts ~
section 3(a)(3) notification Federal Register 10-16-97
to acquire Glastonbury Bank
and Trust Company,
Glastonbury, Connecticut*
Ei Tit - L ‘IONS C' ‘Oo
FED) -EGIST! Cc
Application lomment Perio ing_D:
Mutual Bancorp of the era egi 10-10-97
Berkshires, Inc., Pittsfield,
Massachusetts - 4(c) (8)
notification to engage in
trust company and community
development activities
SECTIO! - PLIC. Ni TEC’
F G: R
Application
NONE
ION V_- AV: L Vi T
Institution Exami io: Rating**
NONE
ECTIO} - L IN‘

Effective April 21, 1997, information regarding the comment periods associated witt
applications and notices submitted to the Federal Reserve Bank of Boston fo
processing under section 3 and 4(c) (8) of the Bank Holding Company Act of 1956, as
amended, will be available 24 hours a day by calling the following

toll-free number 1-800-896-9480.

*Subject to CRA.

**Rating Definitions: "O" - Outstanding; "S" - Satisfactory; "N" - Needs to
Improve; "SN" - Substantial Noncompliance


H.2 Page 2
September 14, 1997 to September 20, 1997
ACTIONS TAKEN BY THE BOARD OF GOVERNORS

BOARD OPERATIONS

Division of Banking Supervision and Regulation -- reorganization with promotion
of Herbert A. Biern and Roger T. Cole to Associate Director; promotion of James
V. Houpt, Jr., Gerald A. Edwards, Jr., Molly S. Wassom, Stephen Hoffman, Jr.,
Michael G. Martinson, Sidney M. Sussan, and Jack P. Jennings to Deputy
Associate Director; appointment of Norah M. Barger, Mary Cross, and Richard A.
Small to the position of Assistant Director; and transfer of William A. Ryback to
Associate Director for Supervision.

- Approved, September 15, 1997

Division of International Finance -- reorganization with appointment of Lewis
Alexander as Associate Director; promotion of Karen H. Johnson and Peter
Hooper III to Associate Director; and reassignment of Thomas Connors, Assistant
Director, with a change in title to Senior Adviser to Charles Siegman and Larry
Promisel.

- Approved, September 15, 1997

CHANGE IN BANK CONTROL

First Bankshares, Inc., Longwood, Florida -- change in bank control.
- Permitted, September 17, 1997

FORMS
Recordkeeping Requirements Associated with the Board's Appraisal Standards for

Federally Related Transactions -- extension for three years, without revision.
- Proposed, September 18, 1997

REGULATIONS AND POLICIES

Basle Committee on Banking Supervision -- modified amendment to the Capital
Accord to incorporate market risk, effective January 1, 1998.
- Announced, September 19, 1997

ENFORCEMENT

Skandinaviska Enskilda Banken, Stockholm, Sweden, its New York branch and
New York State-chartered Article XII corporation -- joint issuance with the New
York State Banking Department of a consent order, and an order of assessment of
a civil money penalty against the bank and its New York branch and Article XII
corporation.

- Announced, September 17, 1997


Federal Reserve Bank of Chicago

ion V - Availabili ic Ev:
con’t

BANK NAME/LOCATION

Chemical Bank Michigan 6/9/97
807 McEwan Street

Clare, Michigan 48617-0710

(517) 386-3411

RSSD # 960542

Chemical Bank and 5/12/97
Trust Company

333 East Main Street

Midland, Michigan 48640-0231

(517) 631-9200

RSSD # 542649

Valley Ridge Bank 5/27/97
Six Main Street

Kent City, Michigan 49330

(616) 678-5911

RSSD # 268846

EXAMINATION DATE _—_ RATINGS

ie)



Section VI - CRA examinations scheduled for Fourth Quarter of 1997

Institution Location

Andover Bank P.O. Box 1300, Public Square, Andover, OH 44003-1300
Bank of Corning Company P.O. Box 428, N. Valley Street, Corning, OH 43730-0428
Commercial & Savings Bank Co. P.O. Box 50, 701 S. Market Street, Danville, OH 43014-0050
Fifth Third of Northeastern Ohio 1404 E. Ninth Street, Cleveland, OH 44114

Genoa Banking Company P.O. Box 98, 801 Main Street, Genoa, OH 43430-0098
Hamler State Bank P.O. Box 358, 210 Randolph Street, Hamler, OH 43524-0358
Hocking Valley Bank P.O. Box 4847, 7 W. Stimson, Athens, OH 45701-4847

The Citizens Banking Company P.O. Box 5016, 100 E. Water Street, Sandusky, OH 44871-5016
The Corn City State Bank P.O. Box 197, 120 W. Main Street, Deshler, OH 43516-0197
The Cortland Savings & Banking Co. P.O. Box 98, 194 W. Main Street, Cortland, OH 44410-0098
The Custar State Bank P.O. Box 127, Main Street, Custar, OH 43511-0127

The Farmers Citizen Bank P.O. Box 567, Washington Square, Bucyrus, OH 44820-0567
The Metamora State Bank P.O. Box F, 120 E. Main Street, Metamora, OH 43540-0270
The Minster State Bank P.O. Box 90, 96 W. Fourth Street, Minster, OH 45865-0090
The Provident Bank 1 E. 4th Street, Cincinnati, OH 45202

Towne Bank P.O. Box 202, 610 E. South Boundary, Perrysburg, OH 43551

Footnotes



No. 38

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

TESTIMONY AND STATEMENTS

Issues concerning offline debit cards or check cards that can be used without
security codes -- statement by Governor Meyer before the Subcommittee on
Financial Institutions and Consumer Credit of the House Committee on Banking
and Financial Services, September 24, 1997.

- Authorized, September 19, 1997

Payments system and the role of the Federal Reserve -- statement by Vice Chair
Rivlin before the Subcommittee on Domestic and International Monetary Policy of
the House Committee on Banking and Financial Services, September 16, 1997.

- Published, September 17, 1997

BANK HOLDING COMPANIES

BankAmerica Corporation, San Francisco, California -- to acquire Robertson,
Stephens & Company Group, L.L.C., and all of the subsidiaries and affiliates of
the Robertson Group and Robertson Stephens Co., and engage in financial and
investment advisory, securities brokerage, private placement, and riskless principal
activities, and underwriting and dealing in government obligations.

- Permitted, September 17, 1997

Barnett Banks, Inc., Jacksonville, Florida -- to acquire First of America Bank -
Florida, FSB, Tampa, Florida, and engage in operating a savings association.
- Approved, September 15, 1997

BB&T Corporation, Winston-Salem, North Carolina -- to acquire Craigie
Incorporated, Richmond, Virginia, and engage in underwriting and dealing in, to a
limited extent, debt and equity securities, lending activities, leasing services,
financial and investment advisory services, securities brokerage, and underwriting
and dealing in government obligations.

- Permitted, September 17, 1997

New Prague Bancshares, Inc., New Prague, Minnesota -- to acquire Community
Security Bank.
- Approved, September 15, 1997

BANKS, FOREIGN

Sudwestdeutsche Landesbank Girozentrale, Stuttgart and Mannheim, Germany --
to establish a branch in New York, New York.
- Approved, September 17, 1997


Federal Reserve Bank of Dallas

Section V - Publicly available CRA evaluations

Description of the CRA goal against which institutions are evaluated, the four performance levels, and the
institutions for which an evaluation is publicly available.

The CRA requires a periodic evaluation of each covered institution regarding the extent to which is has
ascertained, and helped meet, the credit needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent with its resources and capabilities.

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

Outstanding
Satisfactory
Needs to improve
Substantial noncompliance
RSSD Examination CRA CRA
number Institution/ Location date public date rating
723653 Western Bank 97/06/09 97/09/15 Strong
140 E. Motel Avenue
P. O. Box 490
Lordsburg, NM 88045
Section VI - CRA examinations scheduled Quarter of
Institution Location
*N/A

* Not Available.



Type

3(a)(3)

3(ay()

3@)Q)

3(a)(3)

3a)

3(ay())

3(aj(1)

Federal Reserve Bank of Chicago

- icatio
Regi:

Application

Centre 1 Bancorp, Inc.*

Beloit, Wisconsin
First Winnebago Corporation
Winnebago, Illinois
First National Bank of Winnebago
Winnebago, Illinois

Marengo Bancshares, Inc.*
Marengo, Illinois
Prairie State Bank (in organization)
Marengo, Illinois

Albrecht Financial Services, Inc.*
Norwalk, Iowa
Heartland Bankshares, Inc.
Madrid, Iowa
City State Bank
Grimes, Iowa

Mahaska Investment Company*
Oskaloosa, Iowa
Pella State Bank (in organization)
Pella, Iowa

Builders Financial Corporation*
Chicago, Illinois
Builders Bank (in organization)
Chicago, Illinois

George Washington Bancorp, Inc.*
Oak Lawn, Illinois
George Washington Savings Bank
Oak Lawn, Illinois

Mercantile Bank Corporation*
Grand Rapids, Michigan

ot

aper_ and

Mercantile Bank of West Michigan (in organization)

Grand Rapids, Michigan

Comment Period

Ending Date

FR - 9-26-97
NP - 9-21-97

FR - 10-2-97
NP - 10-15-97

FR - 10-9-97
NP - 10-4-97

FR - 9-12-97
NP - 10-3-97

FR - **
NP - *#

FR - 10-6-97
NP - 10-4-97

FR - 10-9-97
NP - 9-29-97


NONE.

Application

NONE.

PLVUONRAL KESEKVE BANK UF MINNEAPOLIS
Section HII - Applications Subject

to Federal Register Notice Only

Comment Period
Ending Date

FEDERAL RESERVE BANK OF MINNEAPOLIS
Section IV - Applications Not Subject to
Federal Register Notice or News; r Notice


Federal Reserve Bank of Richmond

Section V_- Availability of CRA Public Evaluation:

Week ending September 19, 1997

Definition of Ratings

Outstanding record of meeting community credit needs.
An institution in this group has an outstanding record of, and is a leader in,
ascertaining and helping to meet the credit needs of its entire delineated
community, including low- and moderate~income neighborhoods, in a manner con-~-

sistent with its resources and capabilities.

Satisfactory record of meeting community credit needs.
An institution in this group has a satisfactory record of ascertaining and
helping to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner consistent

with its resources and capabilities.

Needs to improve record of meeting community credit needs.
An institution in this group needs to improve its overall record of ascer-
taining and helping to meet the credit needs of its entire delineated
community, including low- and moderate-income neighborhoods, in a manner
consistent with its resources and capabilities.

Substantial noncompliance in meeting community credit needs.
An institution in this group has a substantially deficient record of ascer-
taining and helping to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner consistent with
its resources and capabilities.

RSSD Examination

Number = Name of Bank —__Date

None.



H2 Page 10
September 14, 1997 to September 20, 1997 :

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

Chicago
Home Bank, SB, Martinsville, Indiana -- report on competitive factors of the
proposed purchase of the assets and assumption of the liabilities of the Martinsville,
branch of NBD Bank, N.A., Indianapolis, Indiana.
- Submitted, September 15, 1997

Dallas

International Bank of Commerce, Laredo, Texas -- report on competitive factors of
the proposed merger with University Bank, Houston, Texas.
- Submitted, September 16, 1997

Chicago
Lake City Bank, Warsaw, Indiana -- report on competitive factors of the proposed
acquisition of certain assets and assumption of certain liabilities of the Huntington,
Indiana, branch of NBD Bank, N.A., Indianapolis, Indiana.
- Submitted, September 15, 1997

San Francisco
Los Padres Savings Bank, FSB, Solvang, California -- report on competitive factors
of the proposed purchase of certain assets and assumption of certain liabilities of the
Ojai and Solvang, California, branches of Home Savings of America, FSB
Irwindale, California.
- Submitted, September 19, 1997

Chicago
Midland Community Bank, Kincaid, Illinois -- report on competitive factors of the
proposed merger with Kincaid Interim Bank.
- Submitted, September 17, 1997

Dallas
Norwest Bank Texas, South, N.A., San Antonio, Texas -- report on competitive
factors of the proposed merger with Norwest Bank Texas, North Central, Fort
Worth, Texas.
- Submitted, September 15, 1997

Atlanta
Peoples Bank, Mendenhall, Mississippi -- report on competitive factors of the
proposed purchase of certain assets and assumption of certain liabilities of the
Collins, branch of Magnolia Federal Bank for Savings, Hattiesburg, Mississippi.
- Submitted, September 17, 1997



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

Norwest Corporation,
Minneapolis, MN

Norwest Corporation,
Minneapolis, MN,
through its wholly
owned subsidiaries
Norwest Financial
Services, Inc., and
Norwest Financial, Inc.,
both of Des Moines, [A

O.A.K. Financial
Corporation, Byron
Center,

MI

Olney Bancshares of
Texas, Inc., Olney, TX
& Olney Bancorp of
Delaware, Inc.,
Wilimington, DE

Olympian New York
Corporation, Brooklyn,
NY

Olympic Bancorp, Port
Orchard, WA

One Valley Bancorp,
Inc., Charleston, WV

Int'l Bancorp, Golden 3. and 4
Valley, MN & Northern

Nat'l Bank, Int'l Falls, MN;

City Nat'l Bank of Cloquet,

Cloquet, MN & Northern

Nat'l Bank, Nisswa, MN &

Norwest Investment

Services, Inc., Minneapolis,

‘MN securities &

underwriting activites (b)(7)

& (b)(8)

Minneapolis

Cityside Fin.'l Serv.sof WI, 4
Inc., Cityside Savings &

Fin.'l Services, Co., &

Cityside Insurance Co.,

Ltd., Eden Prairie, MN, in
consumer fin. (b)(1); the

sale of insur. (b)(11)(i), (ii)

& (iii) & the operation of a
nonbank depository

institution (b)(4)

Minneapolis

w

Caledonia Financial
Corporation,
Caledonia, MI, & State
Bank of Caledonia,
Caledonia,

MI

Chicago

First National Bank of 3 Dallas
Borger, Borger, TX;

Citizens National Bank of

Childress, Childress, TX &

First State Bank of

Canadian, N.A., Canadian,

TX

Olympian Bank, Brooklyn, 3
NY

New York

Kitsap Bank, Port Orchard, 3
WA

San Francisco

One Valley Bank-Central 3
Virginia, N.A., Lynchburg,
VA

Richmond

End of comment period

September 12, 1997

October 17, 1997

August 15, 1997

October 16, 1997

October 9, 1997

September 19, 1997

October 9, 1997


FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 9/19/97

Section I - Applications Subject to Newspaper Notice Only

None
7 iF Register Noti
None
‘ion III -Applicatio: j ister O)

None

ion IV - Applicatio: bj F ister Noti

r_New: it

Redding Bancorp, Redding, California, to purchase up to ten percent of its outstanding stock.

* Subject to CRA.



H.2A

Notice of Formations and Mergers of, and Acquisitions by, Bank Holding

Companies; Change in Bank Control

Notices Filed as of September 19, 1997

The following companies and individuals seek System approval to acquire a bank holding company,
a bank, or a nonbanking company in a transaction that is subject to the Bank Holding Company Act of
1956 (12 U.S.C. 1841 et seq.), the Change in Bank Control Act (12 U.S.C.1817(j)), Regulation Y (12
CFR Part 225), or other applicable statutes and regulations. Comments regarding the applications and
notices must be received in writing at the Reserve Bank indicated, or at the Board of Governors, no
later than the end of the public comment period. Addresses for the Board and Federal Reserve Banks
are listed at the end of this release.

The public portions of the applications and notices, as well as other related filings required by the
Board, may be obtained on an expedited basis by contacting the appropriate Federal Reserve Bank;
addresses are listed at the end of this release. Applications and notices also may be obtained from the

Board.

Applicant or notificant

Acquiree or activity Section oflaw Reserve Bank

End of comment period

1867 Western Financial
Corporation(1),
Stockton, CA
CONTINUED

1867 Western Financial
Corporation(2),
Stockton, CA.
CONTINUED

1867 Western Financial
Corporation, Stockton,
CA

Albrecht Financial
Services, Inc., Norwalk,
IA

Capital Corp of the West, 4
Merced, CA, & Town &
Country Finance & Thrift
Co., Turlock, CA &
Capital West Group, Inc.,
Stockton, CA operating an
industrial loan co. (b)(4);
providing credit life
insurance (b)(11);
management consulting
(6)(9); CONTINUED

San Francisco

& investment & financial 4
advice (b)(6)

San Francisco

Capital Corp of the West, 3
Merced, CA & County
Bank, Merced, CA

San Francisco

Heartland Bankshares, Inc., 3
Madrid, IA & City State
Bank, Grimes, IA

Chicago

August 26, 1997

August 26, 1997

September 2, 1997

October 9, 1997


H2 Additions/Corrections

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

BANK HOLDING COMPANIES

San Francisco

Columbia Banking System, Inc., Tacoma, Washington -- request for waiver of
application in connection with the proposed merger of Cascade Bancorp, Inc.,

Auburn, California, and Cascade Community Bank with Columbia State Bank.
- Granted, September 2, 1997