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

Ending date of
Type Application comment period

NONE

Footnotes

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
43324 The Exchange Bank 5/27/97 7/30/97 Satisfactory

235 Main Street
Luckey, OH 43443

Footnotes



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

None.

Section VI - CRA examinations scheduled Quarter of

Institution Location

*N/A

* The examination schedule for the fourth quarter of 1997 will be published on August 16, 1997.



Federal Reserve Bank of Kansas City Week Ending August 1, 1997

TION I - APPLI T T PAPE) T IN)
APPLICATI ERIOD DA
None.
SECTION II - APPLICAT! T TO BOTH
WSPAPER [D FEDERAL TER NOTICE
APPLICATION PERIO} D.
Kirk F. and Patricia A. McConachie, Andover, Not Available

Kansas, to retain control of Andover Financial
Corporation, Andover, Kansas, and its subsidiary, The
Andover State Bank, Andover, Kansas.

TI = S DERA. ISTER NOTI
APPLICATION COMMENT P’ ID ENDING DATE
None.
- p Ne EDERA ISTER NOTI
OR NEWSPAPER NOTICE

APPLICATION



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Bank of Idaho Holding
Company,
Idaho Falls, ID

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

Banterra Corp,
Eldorado, IL

Barnett Banks, Inc.,
Jacksonville, FL

BB&T Corporation(A),
Winston-Salem, NC
CONTINUED

BB&T Corporation(B),
Winston-Salem, NC
CONTINUED

Bank of Eastern Idaho,
Idaho Falls, ID

State Street Boston
Corporation,

Boston, MA;

State Street Bank and Trust
Company,

Boston, MA

trust, securities and data
processing activities (b)(3),
(6)(4), and (b)(7)

Ist Bancorp Vienna, Inc.,
Vienna,

IL, First State Bank of
Vienna, Vienna, IL

First of America Bank-
Florida, FSB, Tampa, FL
owning, controlling &
operating a savings
association (b)(4)

Craigie Incorporated,
Richmond, VA in
underwriting & dealing in,
to a limited extent, all types
of debt & equity
securities, other than
interests in open end
investment companies;
underwriting & dealing in
bank-eligible securities,
(b)(8);

CONTINUED

providing securities
brokerage services on either
a stand-alone or full-service
basis (b)(7); acting as agent
for issuers & holders in the
private placement of
various types of securities
with financially
sophisticated counterparties
ina

CONTINUED

San Francisco

New York

St. Louis

Atlanta

Richmond

Richmond

June 9, 1997

March 14, 1997

July 18, 1997

August 15, 1997

August 20, 1997

August 20, 1997



ECT. VI - ATION: LLE'

Effective April 21, 1997, information regarding the comment periods associated witl
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, a:
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



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)



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
Shares, LTD., Great
Bend,

KS

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

First State Bancshares,
Inc., Farmington, MO

First State Bancshares,
Inc., Ida Grove, IA

Florida Bancshares, Inc.,
Dade City, FL

FSB Bancorp, MHC,
and FSB Bancorp, both
of Farmington, ME

Gideon Bancshares
Company,
Dexter, MO

Gold Banc Corporation,
Inc., Leawood, KS

Finance Company of North 4
America, LLC, East

Lansing, MI in making and
servicing loans (b)(1)

Bank West (a 3
de novo bank), Castle Rock,
co

Platte Valley National 3
Bank, Grand Island, NE &

First National of Nebraska,
Lincoln, NE

Perry County Financial 4
Corporation, Perryville,

MO, and

Perry County Savings

Bank, FSB,

Perryville, MO operating a
savings

association (b)(4)

First State Bank, Ida Grove, 3
1A

First National Bank of 3
Pasco,

Dade City, FL

Franklin Savings Bank, 3

Farmington, ME

First Midwest Bank of 3
U affee,

Chaffee, MO

Farmers Bancshares of 3

Oberlin, Inc., Oberlin, KS,
and Farmers National Bank,
Oberlin, KS

Chicago

Kansas City

Dallas

St. Louis

Chicago

Atlanta

Boston

St. Louis

Kansas City

August 17, 1997

July 25, 1997

August 25, 1997

August 1, 1997

August 15, 1997

April 21, 1997

August 28, 1997

June 20, 1997

August 21, 1997



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Dean Financial
Services, Inc., St. Paul,
MN

Deposit Guaranty Corp.,
Jackson, MS

Deutsche Bank, AG
(Main)

Federal Republic of
Germany

ECSB Holding
Company, Inc.,
Fort Walton Beach, FL

Edison Bancshares, Fort
Myers, FL

Estrin Associates,
L.L.C. and Estrin
Family Limited
Partnership, Bethesda,
MD

The First National 3
Corporation of Aitkin, Inc.,
& The First National Bank
of Aitkin, Aitkin, MN; Mid-
Continent Financial
Services, Inc.,
Bloomington, MN, & State
Bank of Edgerton,
Edgerton, MN; & The First
State Bank of Eden Prairie,
Eden Prairie, MN

CSF Acquisition Corp., 4
Jackson,

MS; CitiSave Financial
Corporation, Baton

Rouge, LA; Citizens

Savings Association, F.A.,

Baton Rouge, LA operating

a savings association (b)(4)

Ganis Credit Corporation, 4
Newport Beach, CA,

lending (b)(1)

American National 3

Financial Corporation,
Panama City, FL and
First National Bank
Northwest Florida,
Panama City, FL

Edison 3
National Bank (in

organization), Fort Myers,

FL

Estrin Associates, L.L.C. & CIBC
Estrin Family Limited

Partnership T1, Bethesda,

MD

Minneapolis

Atlanta

New York

Atlanta

Atlanta

Richmond

August 15, 1997

July 3, 1997

May 12, 1997

June 27, 1997

August 1, 1997

July 15, 1997



Applicant or notificant

Acquiree or activity

Section of law

Reserve Bank End

KeyCorp(1), Cleveland,
OH
CONTINUED

KeyCorp(2), Cleveland,
OH
CONTINUED

KeyCorp(2), Cleveland,
OH
CONTINUED

KeyCorp(3), Cleveland,
OH

Keystone Financial,
Inc., Harrisburg, PA

Lagomarsino, Richard
A, and Robert J.,

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

CA; acting in concert

Key Capital Markets, Inc.,
Cleveland, OH, in
underwriting & dealing in,
to a limited extent, all types
of debt & equity securities
(other than ownership
interests in open-end
investment companies) J.P.
Morgan & Co., Inc., et al,
CONTINUED

Bankers Trust New York
Corp., Citicorp and Security
Pacific Corp., 75 Fed. Res.
Bull. 192 (1989); providing
certain financial &
investment advisory
services, providing certain
agency transactional
services for customer
investments

CONTINUED

75 Fed. Res. Bull. 192
(1989); financial &
investment advisory
activities (b)(6); agency
transactional services for
customer investments
(b)(7); and investment
transactions as principal

(©)8)

& engaging in certain
investment transactions &
Principal (b)(6), (7) & (8)

MNWC & P, Inc., Pittsburgh,
PA employee benfits
consulting services (b)(9)

Americorp, Ventura, CA,
and American Commercial
Bank, Ventura, CA

CIBC

Cleveland

Cleveland

Cleveland

Cleveland

Philadelphia

San Francisco

of comment period

August 11, 1997

August 1, 1997

August 11, 1997

August 1, 1997

July 29, 1997

August 6, 1997


Be

Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

NationsBank
Corporation(4),
Charlotte, NC
CONTINUED

NationsBank
Corporation(5),
Charlotte, NC
CONTINUED

NationsBank
Corporation(6),
Charlotte, NC
CONTINUED

NationsBank
Corporation(7),
Charlotte, NC
CONTINUED

- ‘New Prague
Bancshares, Inc., New
Prague, MN

Nichols Bancshares,
Inc., Kenedy, TX &
J.M. Nichols, Inc.,
Dover, DE

Northside Banking
Corporation, Tampa, FL

financial advisor (b)(6); in 4
providing securities
brokerage

services (including
securities clearing &
securities execution

services on an exchange),
alone & in combination with
investment advisory
services, & incidental
activities

CONTINUED

(including related securities 4
credit activities & custodial
services) (b)(7); in buying

& selling in the secondary
market all types of

securities on the order of
customers as a riskless

principal to

CONTINUED

the extent of engaging ina 4
transaction in which the
company, after receiving an
order to buy (or sell) a

security from a customer,
purchases (or sells) the

security for its own account

to offset a contemporaneous

sale to (or purchase
CONTINUED

from) the customer (b)(7); 4
in acting as agent for the

private placement of

securities (b)(7)

Community Security Bank, 3
New Prague, MN,
a de novo bank

First-Nichols National Bank = 3.
of Kenedy, Kenedy, TX

Northside Bank of Tampa, 3
Tampa, FL

Richmond

Richmond

Richmond

Richmond

Minneapolis

Dallas

Atlanta

August 6, 1997

August 6, 1997

August 6, 1997

August 6, 1997

July 7, 1997

September 2, 1997

August 29, 1997



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

Cooperative Centrale Smith Graham & Co. Asset 4 New York July 10, 1997
Raiffeisen- Managers L.P., Houston,
Boerenleenbank, TX, & SGR Global
B.A.(1), Rabobank Advisers, Houston, TX, &
Nederland, Utrecht, The Robeco Institutional Asset
Netherlands Management US, Inc.,
CONTINUED Houston, TX, & AEA
Global Advisors LLC, New
York, NY, & Robeco
Group, N.V., Rotterdam
CONTINUED
Cooperative Centrale Smith Graham & Co. Asset 4 New York July 10, 1997
Raiffeisen- Managers L.P., and SGR
Boerenleenbank, Global Advisors, and
B.A.(2), Rabobank Robeco Institutional Asset
Nederland, Utrecht, The Management US, Inc., and
Netherlands AEA Global Advisors,
CONTINUED LLC, and Smith Graham &
Co. Asset Managers L.P.,
and SGR Global Advisers,
CONTINUED
Cooperative Centrale Robeco Institutional Asset 4 New York July 10, 1997
Raiffeisen- Management US, Inc., and
Boerenleenbank, AEA Global Advisors LLC,
B.A.(3), Rabobank in investment (b)(6), as a
Nederland, Utrecht, the general partner to and
Netherlands providing administrative
CONTINUED services to investment
partnerships, including
placing interests in such
partnerships, CONTINUED
Cooperative Centrale in acting as a commodity 4 New York July 10, 1997

Raiffeisen-
Boerenleenbank,
B.A.(4), Rabobank
Nederland, Utrecht, the
Netherlands
CONTINUED

pool operator, and in
providing administrative
services to open-end
investment companies



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 institutionhas 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-incomeneighborhoods, 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-incomeneighborhoods, in a manner consistent
with its resources and capabilities.

None.



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 8/01/97
Section I - lications Subj N Jotice O
licati C Period Ending D
First Security Bank of Nevada, Las Vegas, Newspaper: 8/12/97

Nevada, to establish a branch office at
3320 N. Buffalo, Las Vegas, Nevada. *

Section II - ications Subj Bott
Newspaper and Federal Register Notice

Robert Wayne St. Yves, Prineville, Oregon, to Newspaper; 8/15/97

increas ehis ownership up to 10.99 percent of

Prineville Bancorporaiton, Prineville, Oregon. * Fed, Reg: 8/05/97

Richard A. and Ramona Lagomarsino, the Ramona Newspaper: Not available

Lagomarsino Family Limited Partnership, Robert J. and

Norma M. Lagomarsino, and Catherine S. and Jack W. Fed. Reg.: 8/20/97

Wood, Ventura, California, to retain their ownership of
19.06 percent of Americorp, Ventura, California. *

John I. Bloomberg, Park City, Utah, to acquire Newspaper: Not available
3.2 percent of Draper BanCorp, Draper,
Utah. * Fed. Reg.: 8/12/97
1867 Western Financial Corporation, Stockton, Newspaper: Not available
California, to acquire less than 25 percent of Capital
Corp of the West, Merced, California. * Fed. Reg.: 9/02/97

Il - i i
None

None

* Subject to CRA.



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 Officér, 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, IIE, 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



H.2 Page 2
July 27, 1997 to August 2, 1997

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

St. Louis

Area Bancshares Corporation, Owensboro, Kentucky -- to acquire Cardinal
Bancshares, Inc., Lexington, Kentucky, and engage in the operation of a savings
association and in riskless principal activities.

~ Permitted, July 30, 1997

Chicago
Caisse Nationale de Credit Agricole, Paris, France -- to acquire Indosuez Investment
Management Service, Inc., Menlo Park, California, and engage in investment

management and advisory services.
- Permitted, August 1, 1997

General Counsel

Cobb Limited Partnership, Minneapolis, Minnesota -- determination that it is a
qualified family partnership under the Bank Holding Company Act.
- Granted, July 30, 1997

Richmond

Community First Bancorporation, Walhalla, South Carolina -- to acquire
Community First Bank, Inc.
- Approved, July 30, 1997

Secretary

Eggemeyer Advisory Corp., San Diego, California, Castle Creek, L.L.C., Castle
Creek Capital Partners Fund - I, L.P., and Western Bancorp, Laguna Niguel,
California -- to merge with SC Bancorp, Anaheim, California, and acquire Southern
California Bank.

- Approved, July 29, 1997

Chicago
First Midwest Bancorp, Inc., Itasca, Illinois -- to acquire SparBank, Incorporated,

McHenry, Illinois, and acquire McHenry State Bank.
- Approved, July 31, 1997

Chicago

FMB Acquisition Corporation, Itasca, Illinois -- to acquire SparBank, Incorporated,
McHenry, Illinois, and McHenry State Bank.
- Approved, July 31, 1997



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Community Holding The First National Bank of 4 Cleveland August 26, 1997
Company, Inez, KY Louisa, Louisa, KY, into a

federal-charted stock

savings bank, Inez Deposit

Bank, F.S.B., Inez, KY

savings & loan activities

(b\(4)
Emprise Financial Mid Continent Bancshares, 4 Kansas City September 2, 1997
Corporation, Wichita, Inc., El Dorado, KS, & Mid
KS Continent Federal Savings

& Loan Association, El

Dorado, KS operating a

savings association (b)(4)
Firstbank of Illinois Co., Geneva Capital 4 Chicago August 26, 1997
Springfield, IL Corporation, Springfield,

IL serving as a broker in IL,

IN & St. Louis, MO for

mortgage loans to

companies engaged in

operating income-

producing commercial real

estate & in extending credit

& servicing loans (b)(1)
FSB Bancorp, MHC & Franklin Savings Bank, CIBC Boston. August 28, 1997
FSB Bancorp, both of Farmington, MN
Farmington, ME
CORRECTION
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

()(11)
Keene Bancorp Keene Bancorp, Inc., 3 Dallas September 2, 1997
Employee Stock Keene, TX & First State
Ownership Plan & Bank, Keene, TX
Trust, Keene, TX
McConachie, Kirk F., Andover Financial CIBC Kansas City August 22, 1997
and Patricia A., Corporation, Andover, KS
Andover, KS & The Andover State Bank,

Andover, KS



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 August 1, 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 of law Reserve Bank End of comment period
1867 Western Financial Capital Corp of the West, 4 San Francisco August 26, 1997
Corporation (1), Merced, CA, & Town &

Stockton, CA. Country Finance & Thrift

CONTINUED Co., Turlock, CA &

Capital West Group, Inc.,
Stockton, CA operating an
industrial loan co. (b)(4);
providing credit life
insurance (b)(11);
management consulting
(b)(9); CONTINUED

1867 Western Financial & investment & financial 4 San Francisco August 26, 1997
Corporation(2), advice (b)(6)

Stockton, CA

CONTINUED

Bloomer Bancshares, Peoples State Bank, 3 Minneapolis September 5, 1997

Inc., Bloomer, WI Bloomer, WI



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Community Holding The First National Bank of 4 Cleveland August 26, 1997
Company, Inez, KY Louisa, Louisa, KY, into a

federal-charted stock

savings bank, Inez Deposit

Bank, F.S.B., Inez, KY

savings & loan activities

)4)
Emprise Financial Mid Continent Bancshares, 4 Kansas City September 2, 1997
Corporation, Wichita, Inc., El Dorado, KS, & Mid
KS Continent Federal Savings

& Loan Association, El

Dorado, KS operating a

savings association (b)(4)
Firstbank of Illinois Co., Geneva Capital 4 Chicago August 26, 1997
Springfield, IL Corporation, Springfield,

IL serving as a broker in IL,

IN & St. Louis, MO for

mortgage loans to

companies engaged in

operating income-

producing commercial real

estate & in extending credit

& servicing loans (b)(1)
FSB Bancorp, MHC & Franklin Savings Bank, CIBC Boston August 28, 1997
FSB Bancorp, both of Farmington, MN
Farmington, ME
CORRECTION
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

yA)
Keene Bancorp Keene Bancorp, Inc., 3 Dallas September 2, 1997
Employee Stock Keene, TX & First State
Ownership Plan & Bank, Keene, TX
Trust, Keene, TX
McConachie, Kirk F., Andover Financial CIBC Kansas City August 22, 1997
and Patricia A., Corporation, Andover, KS
Andover, KS & The Andover State Bank,

Andover, KS



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section I - Applications Subject to
Newspaper Notice Only

Comment Period
licati Ending I
Le Sueur State Bank, Le Sueur, Minnesota to purchase Not yet available

certain assets and assume certain liabilities of the Cloquet,
Minnesota branch of TCF National Bank Minnesota,
Minneapolis, Minnesota, and, incident thereto, to establish

abranch. *
* Subject to CRA
FEDERAL RESERVE BANK OF MINNEAPOLIS
Section II - Applications Subject to Both
ww: H .
Comment Period
Citizens Bancshares of Woodville, Inc., Woodville, Wisconsin August 25, 1997
for prior approval to merge with Investors Bancorporation, Inc., (Federal Register)
Hudson, Wisconsin. *
Norwest Corporation, Minneapolis, Minnesota, for prior approval September 2, 1997
to acquire 100% of the voting shares of Packers Management (Federal Register)
Company, Inc., Omaha, Nebraska. *
Norwest Corporation, Minneapolis, Minnesota, for prior approval September 2, 1997
to acquire 100% of the voting shares of First Valley Bank Group, (Federal Register)

Inc., Los Fresnos, Texas. *
* Subject to CRA

FEDERAL RESERVE BANK OF MINNEAPOLIS
Section III - Applications Subject

to Federal Register Notice Only
Comment Period
eee Ending D
NONE.
FEDERAL RESERVE BANK OF MINNEAPOLIS
Section IV - Applications Not Subject to
Application

NONE.



Federal Reserve Bank of Richmond

Notice Only
jod Endi
None.
. . Licati . '
mn jeral j oti
Application Comment Period Ending Date
None.
secti II = Applicati bi jeral . .
Application Comment Period Ending Date
None.
Section IV - Application Not Subject to
Fi Regi i i
Application

None.



Federal Reserve Bank of Chicago

ction I - Applicati j spaper
Notice Only cont’d
Comment Period
Branch F & M Bank - Appleton NP - 8-25-97

Appleton, Wisconsin
3000 E. College Avenue
Appleton, Wisconsin

Reg K Caisse Nationale de Credit Agricole NP - 8-9-97
Paris, France
To establish branches in
New York, New York and Chicago, Illinois

Reg K Caisse Nationale de Credit Agricole NP - 8-1-97
Paris, France
To establish representative office in
San Francisco, California and
Houston, Texas

Reg K Credit Agricole Indosuez NP - 8-9-97
Paris, France
To establish branches in
New York, New York and Chicago, Illinois

Reg K Credit Agricole Indosuez NP - 8-1-97
Paris, France
To establish representative office in
San Francisco, California and
Houston, Texas

NP - Newspaper
FR - Federal Register

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



Section 1 - lications Subj N Notice Onl
licati C Period Ending D
Colonial Bank 08-29-97*

Montgomery, Alabama
To establish a branch located at 2941 Poinciana Boulevard, Kissimmee, Florida.

Section 2 - Applications Subi Bot

Newspaper and Federal Register Notice
licati C Period Ending D
United Community Banks, Inc. 08-17-97*
Blairsville, Georgia Newspaper

To merge with First Clayton Bancshares, Inc., Clayton, Georgia, and thereby directly acquire First
Clayton Bank & Trust Company, Clayton, Georgia, pursuant to Section 3(a)(5) of the Bank Holding
Company Act.

tion 3 - lications Subject to Fe: Re
Application Ke) nt Peri ding Dat
CB&T, Inc. Not yet available*

McMinnville, Tennessee

After-the-fact notice to retain CB&T Insurance, Inc., Smithville, Tennessee, and thereby continue
engaging in insurance activities, pursuant to Section 225.28(b)(11)(iii)of Regulation Y and Section
4(c)(8) of the Bank Holding Company Act.

Section_4 - Applications Not Subject to
le ister Notice or Noti

lication

None.

*Subject to provisions of the Community Reinvestment Act.



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section V - Availability of
CRA Public Evaluations
week ending August 1, 1997

IGNMENT OF RATING

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.

BANK(S) EXAMINED DATE OF EXAMINATION CRA RATING

NONE.



FEDERAL RESERVE BANK OF PHILADELPHIA

SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS

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 August 1, 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 mamner consistent with its resources and capabilities.

Bank/Location Examination Date RA Ratin;
Johnstown Bank & Trust Co 2/24/97 Satisfactory

532-34 Main Street
Johnstown, PA 15901



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)



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Marshall & Ilsey
Corporation,
Milwaukee, WI

Maypearl Bancshares,
Inc., Maypearl, TX, and
Maypear! Holdings,
Inc., Wilmington, DE

McGlasson, Harold
Edwin, McGlasson,
Karen Jane Veilon,
and Voorhies & Labbe
Profit Sharing Plan, all
of Lafayette,

LA

MidCity Financial
Corporation, Chicago, IL

Middleburg Bancorp,
Inc., Middleburg, KY

Midwest Community
Bancshares, Inc.,
Marion, IL

Moody Bancshares,
Inc., Galveston, TX, and
Moody Bank Holding
Company, Reno, NV

Moyer, George H., Jr.,
Madison, NE, and
Moyer, Jon M.,
Madison, NE

Murfreesboro Bancorp,
Inc., Murfreesboro, TN

Security Capital
Corporation,
Milwaukee, WI,
Security Bank, S.S.B.,
Milwaukee, WI

First State Bank, Maypearl,
TX

Tri-Parish Bancshares, Ltd.,
Eunice, LA, and Tri-Parish
Bank, Eunice, LA

Abrams Centre Bancshares,
Inc., Dallas, TX, and
Abrams Centre National
Bank, Dallas, TX

Lincoln Federal Savings
Bank, Liberty, KY in the
operation of a federal
savings bank (b)(4)

The Bank of Marion,
Marion, IL

The Bank of Galveston,
N.A.,
Galveston, TX

Madison Bancshares, Inc.,
Madison, NE, and The
Bank of Madison, Madison,
NE

Bank of Murfreesboro,
Murfreesboro, TN

3 Chicago

3 Dallas
CIBC Atlanta

3 Chicago

4 St. Louis

3 St. Louis

3 Dallas
CIBC Kansas City
3 Atlanta

May 5, 1997

August 7, 1997

August 1, 1997

August 28, 1997

July 24, 1997

September 2, 1997

June 30, 1997

June 26, 1997

July 18, 1997



H.2 Page 7
July 27, 1997 to August 2, 1997

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

Dallas
Seminole National Bank, Seminole, Texas -- report on competitive factors of the
proposed acquisition of the assets and assumption of the liabilities of the main office
at 810 Main Broadway, Denver City, Texas, of First National Bank of Denver City.
- Submitted, July 28, 1997

Kansas City
Stockmens National Bank of Rushville, Rushville, Nebraska -- report on competitive
factors of the proposed merger with Stockmens Bank, N.A., South Dakota.
- Submitted, July 29, 1997

Boston
Vermont National Bank, Brattleboro, Vermont -- report on competitive factors of the
proposed purchase of certain assets and assumption of certain liabilities of the
Vermont-based branches of Vermont Federal Bank FSB, Williston, Vermont.
- Submitted, July 28, 1997

EXTENSIONS OF TIME

Richmond
Bank of White Sulphur Springs, White Sulphur Springs, West Virginia -- extension
to October 28, 1997, to merge with Bank of Marlinton, Marlinton, West Virginia,
~ Granted, July 28, 1997

San Francisco
BankAmerica Corporation, San Francisco, California -- extension to December 21,
1997, to establish a banking subsidiary in Poland.
- Granted, July 31, 1997

Dallas
Bonham Financial Services, Inc., Dover, Delaware -- extension to October 1, 1997,
to acquire Bonham State Bank, Bonham, Texas.
- Granted, August 1, 1997

Dallas
Bonham State Bancshares, Inc., Bonham, Texas -- extension to October 1, 1997, to
acquire Bonham Financial Services, Inc., Dover, Delaware, and Bonham State Bank,
Bonham, Texas.
- Approved, August 1, 1997



RESERVE BANK APPLICATIONS BULLETIN For week ending August 1, 1997

FEDERAL RESERVE BANK OF ST. LOUIS

SECTION I - APPLI' I APER Ni E
Application f im ri
None.

SECTION II - APPLICATIONS SUBJECT. TO BOTH
;WSPAP! [D FEDE! RE NOTICE
Applicati nm nt Peri

* Section 3(a)(1) notification by Southern Missouri
Bancshares, Inc., Marshfield, Missouri, to acquire
Southern Missouri Bank, Marshfield, Missouri, a

proposed de novo bank. Newspaper: 8-29-97
TON Sit - APPLI iT)
Application End of Comment Period
None.
SECTION IV _- APPLICATION: iT TT IERAL ISTER Ni
Wi TI
Application ind of Comment Peri:
None.

* This notification is subject to CRA.



Applicant or notificant

Acquiree or activity Section of law

Reserve Bank

End of comment period

Royal Bank of Canada,
Montreal, Canada and
Stitching

Prioriteir ABN AMRO
Holding; Stichting
Administratiekantoor
ABN AMRO Holding;
ABN AMRO Holding,
N.V.; ABN AMRO
Bank, N.V.,
Amsterdam, The
Netherlands; and ABN
AMRO North America,
Inc., Chicago, IL

Royal Bank of Canada,
Toronto, Canada

Santa Barbara Bancorp,
Santa Barbara, CA

Security Bancshares,
Inc.,
Scott City, KS

Security State
Corporation,
Centralia, WA

Sephar, David L.,
Kansas City, KS

Integrion Financial 4
Network, LLC, Altanta,

GA, & acquire certain

assets & liabilites of VISA
Interactive, Inc., in data
processing & data

transmission services (b)(14)

RBC Dominion Securities 4
Corporation, New York,

NY securities and FCM

(b)(7) & (b\(8)

Citizens State 3
Bank of Santa Paula, Santa
Paula, CA

Intra Financial Corp., and 3
Exchange Bank of Clyde,
Clyde, KS; Farmers State
Bancshares

of Sabetha, Inc., Sabetha,
KS; Farmers

State Bank, Sabetha, KS;
Peoples Bancorp of
Belleville, Inc., and Peoples
Bank of

Belleville, Belleville, KS

Security State Bank, 3
Centralia, WA

First Community
Bancshares, Inc., Kansas
City,

KS, and First Community
Bank,

Kansas City, KS

CIBC

New York

New York

San Francisco

Kansas City

San Francisco

Kansas City

August 11, 1997

July 30, 1997

July 25, 1997

June 20, 1997

June 9, 1997

July 25, 1997


Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
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 Commercial Commercial Bank of 3 Atlanta August 15, 1997
Bancorp, Inc., Ormond Volusia
Beach, County, Ormond Beach, FL
FL
TNB Bancorporation, Texas National Bank, 3 Dallas July 29, 1997
Inc., Brenham, TX, and Brenham, TX
TNB
Bancorporation of
Delaware, Inc.,
Wilmington, DE
Triangle Bancorp, Inc., Bank of Mecklenburg, 3 Richmond August 1, 1997
Raleigh, NC. Charlotte, NC
Union Planters Magna Bancorp, Inc., 4 St. Louis August 15, 1997
Corporation(1), Hattiesburg, MS, &
Memphis, TN Magnolia Federal Bank for
CONTINUED Savings, Hattiesburg, MS
indirectly
acquiring a federal savings
bank (b)(4); & Magna
Mortgage Co., Hattiesburg,
MS originating & servicing
mortgage loans (b)(1)
CONTINUED
Union Planters. & in providing real estate 4 St. Louis August 15, 1997
Corporation(2), appraisal & inspection
Memphis, TN services (b)(2)
CONTINUED
United Bankshares, Inc., First Patriot Bankshares 3 Richmond June 16, 1997
Charleston, WV Corporation,

Reston, VA, and
Patriot National Bank,
Reston, VA



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

United Community
Banks Inc., Blairsville,
GA

Valcourt, Jeffery T.,
Arlington, VA

Wachovia Corporation,
Winston-Salem, NC

West U. Limited,
Bradley F. Bracewell,
Jr., General

Partner, Houston, TX

Western Bank,
Albuquerque, New
Mexico ESOP & Trust,
Albuquerque, NM

Young, David E.,
Chattanooga, TN

Young, Susan Aileen,
Chicago, IL

First Clayton Bancshares,
Inc., Clayton, GA, and
First Clayton Bank and
Trust Company,

Clayton, GA

United Financial Banking
Companies, Inc.,

Vienna, VA, and

The Business Bank,
Vienna, VA

Jefferson National Bank,
Charlottesville, VA and
Jefferson National Bank,
Charlottesville, VA

First University
Corporation, Houston, TX,
and West University Bank,
N.A.,

Houston, TX

Western Bancshares of
Albuquerque, Inc.,
Albuquerque, NM, and
Western Bank,
Albuquerque, NM

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

3

CIBC

3

CIBC

CIBC

CIBC

Atlanta

Atlanta

Richmond

Dallas

Kansas City

Atlanta

Kansas City

August 8, 1997

June 5, 1997

August 18, 1997

August 8, 1997

August 21, 1997

July 22, 1997

August 5, 1997



Type
4(c)(8)

48)

48)

48)

4(c)(8)

4(c)(8)

Federal Reserve Bank of Chicago

Section J - licati subj w 1: ister
otice Onk

Applicati

First National Bancshares, Inc.

East Lansing, Michigan
To engage de novo in making & servicing loans through
its subsidiary Finance Company of North America, LLC
East Lansing, Michigan

ABN AMRO Bank, N.V.
Amsterdam, The Netherlands
Visa Interactive, Inc.
through Integrion Financial Network, LLC, Atlanta, Georgia

ABN AMRO Holding, N.V.
Amsterdam, The Netherlands
Visa Interactive, Inc.
through Integrion Financial Network, LLC, Atlanta, Georgia

ABN AMRO North America, Inc.
Chicago, Illinois
Visa Interactive, Inc.
through Integrion Financial Network, LLC, Atlanta, Georgia

Stichting Administratiekantoor ABN AMRO Holding
Amsterdam, The Netherlands

Visa Interactive, Inc.

through Integrion Financial Network, LLC, Atlanta, Georgia

Stichting Prioriteit ABN AMRO Holding
Amsterdam, The Netherlands
Visa Interactive, Inc.
through Integrion Financial Network, LLC, Atlanta, Georgia

Comment Period
Ending Date

FR - 8-7-97

FR - 8-11-97

FR - 8-11-97

FR - 8-11-97

FR - 8-11-97

FR - 8-11-97



H.2 Page 4
July 27, 1997 to August 2, 1997

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

Cleveland

Provident Bank of Florida, Apollo Beach, Florida -- to merge with Enterprise
National Bank of Sarasota, Sarasota, Florida.
- Approved, July 31, 1997

Chicago
Tiskilwa State Bank, Tiskilwa, Illinois -- to merge with Tampico National Bank,
Tampico; and First National Bank of Manlius; and establish branches at 601 South
Main Street and 1839 North Main Street, Princeton, Illinois.
- Approved, July 31, 1997

Chicago
Unionbank, Streator, Illinois -- to merge with Unionbank/Sandwich, Illinois,
Sandwich; and establish a branch at Route 34 and Center Street, Plano, Illinois.
- Approved, July 31, 1997

BANKS, NONMEMBER, AND MISCELLANEOUS INSTITUTIONS

San Francisco

-AGAmerica, FSB, Sacramento, California -- deregistration under Regulation G.
- Approved, August 1, 1997

Director, BS&R

Participants Trust Company, New York, New York -- request for relief from
commitment to make principal and interest payments optional upon instruction of a
participant.

~ Granted, July 30, 1997

BANKS, STATE MEMBER

St. Louis

Citizens First Bank, El Dorado, Arkansas -- payment of a dividend.
- Approved, July 29, 1997

St. Louis

Clinton State Bank, Clinton, Arkansas -- payment of a dividend.
- Approved, July 29, 1997



H.2 Page 3
July 27, 1997 to August 2, 1997

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

Chicago
George Washington Bancorp, Inc., Oak Lawn, Illinois -- to acquire George

Washington Savings Bank.
- Approved, July 30, 1997

Minneapolis
Norwest Corporation, Minneapolis, Minnesota -- to continue to own shares of

AMFED after it becomes a bank holding company.
- Approved, July 28, 1997

Cleveland

Provident Financial Group, Inc., Cincinnati, Ohio -- to acquire Florida Gulfcoast
Bancorp, Inc., Sarasota, Florida.
- Approved, July 31, 1997

Chicago
Suburban Illinois Bancorp, Inc., Elmhurst, Illinois -- request for waiver of
application to acquire Southwest Financial Corporation, Chicago, and Southwest
Financial Bank and Trust Company of Orland Park, Orland Park, Illinois.
- Granted, August 1, 1997

Dallas

TNB Bancorporation of Delaware, Inc., Wilmington, Delaware -- to acquire Texas
National Bank, Brenham, Texas.
- Approved, August 1, 1997

Dallas

TNB Bancorporation, Inc., Brenham, Texas -- to acquire TNB Bancorporation of
Delaware, Inc., Wilmington, Delaware, and Texas National Bank, Brenham, Texas.
- Approved, August 1, 1997

BANK MERGERS

Chicago
Omni Bank, Macomb, Illinois -- to merge with Farmers State Bank of Ferris, Ferris,
Illinois, and establish a branch at Main Street.
- Approved, July 31, 1997



District
Federal Reserve Bank of Cleveland
Applications and notifications filed during the week ending 8/2/97

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
3A3 Received notice from Peoples Financial Corp., Inc., Ford City, *Unknown
PA, on July 30, 1997, to retain 17.2 % of Elderton State Bank,
Elderton, PA.
3A3 Received notice from F.N.B. Corporation, Hermitage, PA,on *August 25, 1997
August 1, 1997, to acquire Indian Rocks State Bank, Largo,
FL.
Footnotes
Section III - Applications subject to Federal Register notice only
Ending date of
Type Application comment period

NONE

Footnotes



H2 Page 6
July 27, 1997 to August 2, 1997

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

Philadelphia
Chambersburg Trust Company, Chambersburg, Pennsylvania -- report on
competitive factors of the proposed merger with First National Bank and Trust
Company, Waynesboro, Pennsylvania.
- Submitted, August 1, 1997

Chambersburg Trust Company, Chambersburg, Pennsylvania -- report on
competitive factors of the proposed merger with Financial Trust Company, Carlisle,
Pennsylvania.

- Submitted, August 1, 1997

Richmond
Chevy Chase Bank, F.S.B., McLean, Virginia -- report on competitive factors of the
proposed acquisition of certain assets and assumption of certain liabilities of the
Severna Park, Maryland, branch of Baltimore County Savings Bank, F.S.B.,
Baltimore, Maryland.
- Submitted, August 1, 1997

Chicago
Emerson State Bank, Emerson, Iowa -- report on competitive factors of the proposed
merger with Houghton State Bank, Red Oak, Iowa.
- Submitted, August 1, 1997

Kansas City
Farmers National Bank of Stafford, Stafford, Kansas -- report on competitive factors
of the proposed merger with United Bank, Inman, Kansas.
- Submitted, July 28, 1997

Kansas City
First Federal Bank of Colorado, Lakewood, Colorado -- report on competitive
factors of the proposed merger with Delta Federal Savings, FSB, Delta, Colorado.
- Submitted, July 30, 1997

Boston
Granite Bank, Keene, New Hampshire -- report on competitive factors of the
proposed merger with Primary Bank, Peterborough, New Hampshire.
- Submitted, August 1, 1997



Federal Reserve Bank of Atlanta
Jications Bulletin for Week Endi 1.1997

Recently Approved Applications Approval Date
The Peoples Bank & Trust Company 07-28-97
Selma, Alabama

To establish a branch located at 125 Hazel Avenue, Centreville, Alabama.

Edison Bancshares, Inc.
Fort Myers, Florida

1-BHC formation, Edison National Bank, Fort Myers, Florida (in organization).

08-01-97



Federal Reserve Release

H.2

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

Applications and Reports Received

No. 31
Week Ending August 2, 1997

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



Applicant or notificant

Acquiree or activity Section of law

Reserve Bank

End of comment period

BB&T Corporation(G),
Winston-Salem, NC
CONTINUED

BB&T Corporation(H),
Winston-Salem, NC
CONTINUED

BB&T Corporation(1),
Winston-Salem, NC
CONTINUED

BB&T Corporation(J),
| Winston-Salem, NC
CONTINUED

w/merger, acquisition, 4
divestiture & financial
transactions, including
public & private financings,
loan syndications, interest
rate & currency swaps,
interest rate caps & similar
transactions &/or furnishing
evaluation & fairness
opinions in

CONTINUED

connection w/merger, 4
acquisition, & similar
transactions (b)(6) & (b)(7);
acting as agent or broker
w/respect to interests in

loan sundications, interest

rate & currency swaps,

interest rate caps, floors &
collars, & options on such
CONTINUED

instruments (b)(7); leasing 4
personal or real property or
acting as agent, broker or
adviser in leasing such
property (b)(3); providing
management consulting
advice to non-affiliated
depository institution
(b)(9); engaging in futures,
forward &

CONTINUED

option contracts on bank- 4
eligible securities for
hedging purposes (b)(8);
engaging in securities credit
activities (Reg. T),
including acting as a
conduit or imermediary in
securities borrowing &
lending (b)(7); & serving as
the general partner
CONTINUED

Richmond

Richmond

Richmond

Richmond

August 20, 1997

August 20, 1997

August 20, 1997

August 20, 1997



H2 Additions/Corrections

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

BANK BRANCHES, DOMESTIC

Kansas City
First State Bank, Fort Collins, Colorado -- to establish a branch at 1112 Oakridge
Drive, Suite 108, Fort Collins, Colorado.
- Approved, July 22, 1997

BANK HOLDING COMPANIES

Chicago
Heartland Bancshares, Inc., Franklin, Indiana -- to acquire Heartland Community

Bank.
- Returned, July 25, 1997

COMPETITIVE FACTORS REPORTS

New York
Continental Bank, Garden City, New York -- report on competitive factors of the
proposed merger with Reliance Federal Savings Bank.
- Submitted, July 24, 1997

New York

West Essex Savings Bank, FSB, Caldwell, New York -- report on competitive
factors of the proposed acquisition of certain assets and assumption of certain
liabilities of three branches of Summit Bank, Hackensack, New York.

- Submitted, July 24, 1997

EXTENSIONS OF TIME

San Francisco
BankAmerica Corporation, San Francisco, California -- extension to divest certain

property.
- Granted, July 25, 1997



H.2 . Page 8
July 27, 1997 to August 2, 1997

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

Cleveland

FJSB Bancshares, Inc., Fort Jennings, Ohio -- extension to acquire The Fort
Jennings State Bank, Fort Jennings, Ohio.
- Granted, July 31, 1997

MEMBERSHIP

Cleveland

Provident Bank of Florida, Apollo Beach, Florida -- to become a member of the
Federal Reserve System.
- Approved, July 31, 1997

RESERVE BANK OPERATIONS

Chairman
Bank for International Settlements -- reappointment of William J. McDonough,
President, Federal Reserve Bank of New York, as the appointed U.S. director on the
Board of Directors of the Bank for International Settlements.
- Approved, August 1, 1997

Director, RBOPS

Federal Reserve Bank of Richmond -- to purchase check image equipment and
software.
- Approved, July 30, 1997



Applicant or notificant

Acquiree or activity

Section of law

Reserve Bank

End of comment period

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

Lashute, Ronald J.,
Opelousas, LA

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

Maries County Bancorp,
Inc., Vienna, MO

Americorp , Ventura, CA,
and American Commerical
Bank, Ventura CA

American Bancorp, Inc.,
Opelousas, LA

and American Bank &
Trust Company,
Opelousas, LA

Citizens Capital
Corporation, Magee, MS,
and

Citizens State Bank, Magee,
MS

Lafayette Bancshares, Inc.,
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.,
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

Progress Bancshares, Inc.,
Sullivan, MO, and Progress
Bank of Sullivan, Sullivan,
MO, a de novo bank

CIBC

CIBC

CIBC

3 and 4

3

San Francisco

Atlanta

Atlanta

Kansas City

New York

St. Louis

August 20, 1997

May 23, 1997

July 23, 1997

August 4, 1997

March 26, 1997

August 15, 1997



H.2A

Notice of Formations and Mergers of, and Acquisitions by, Bank Holding
Companies; Change in Bank Control

Notices Filed as of August 1, 1997

Board.

. 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

Applicant or notificant

Acquiree or activity

Section of law Reserve Bank End of comment period

Terrell, TX

Rockwall, TX & Lakeside
National Bank, Rockwall,
TX

1867 Western Financial Capital Corp of the West, 3 San Francisco September 2, 1997
Corporation, Stockton, Merced, CA & County
CA Bank, Merced, CA.
Altus NBC Corporation, NBC Corporation, Inc., 4 Kansas City June 25, 1997
Inc., Oklahoma City, Oklahoma City, OK, and
OK NBC Technologies, Inc.,
Oklahoma City, OK
providing data
processing services (b)(14)
ANB Corporation, Lakeside Bancshares, Inc., 3 Dallas August 25, 1997



Federal Reserve Bank of Chicago

Section V - Availability of CRA Public Evaluations

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 August 1, 1997. If you are interested in obtaining a copy of the evaluation
document, please contact the bank(s) directly.

Identification of Ratings

O-

NI -

SN -

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.

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.

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.

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
tow- and moderate-income neighborhoods, in a manner consistent with its resources
and capabilities.

BANK NAME/s ATI EXAMINATION DATE RATINGS
Bank of Lakeview 4/TI9ST ie)

506 Lincoin

Lakeview, Michigan 48850-9779
(517) 352-7271

RSSD #172348



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

BB&T Corporation(K),
Winston-Salem, NC
CONTINUED

BB&T Corporation,
Winston-Salem, NC

BCB Bancorp, Inc.,
Chippewa Falls, WI

Big Lake Financial
Corporation,
Okeechobee, FL.

Biggs, Daniel Biggs;
Grimes, Merlin; ED&J,
Inc., c/o David Marmie;
Carr, Ronald and Call,
Dennis; and Southard,
R. Joe, all of Great
Bend, KS

Bloomberg, John Isaac,
Park City, UT

Bryan Family
Management Trust,
Bryan, TX, and Bryan-
Heritage Limited
Partnership, Bryan, TX

CB&T, Inc.,
McMinnville, TN

Cabot Bankshares, Inc.,
Cabot, AR

of & holding equity
interests in certain limited
partnerships that would be
exempt from registration
under the 1940 Act.

Virginia First Financial
Corporation, Petersburg,
VA, and Virginia Savings
Bank, F.S.B., Petersburg,
VA mortgage banking &
operating a savings & loan
association (b)(1) and (4)

Heartland Data Center, Inc.,
Cameron, WI providing
data processing services to
local, nonaffiliated financial
institutions (b)(14)

CNB Financial Corporation,
Clewiston, FL, and
Clewiston National Bank,
Clewiston, FL

First Wakeeney Agency,
Inc., Wakeeney, KS, and
Interstate Bank, Great
Bend, KS

Draper BanCorp, Draper,
UT and Draper Bank &
Trust, Draper, UT

Bryan-Heritage Limited
Partnership, Bryan, TX, and
The First National Bank of
Bryan, Bryan, TX

CBT Insurance, Inc.,
Smithville, TN in insurance
activities, (b)(11)

The Capital Bank, Cabot,
AR

CIBC

CIBC

Richmond

Richmond

Minneapolis

Atlanta

Kansas City

San Francisco

Dallas

Atlanta

St. Louis

August 20, 1997

August 18, 1997

August 11, 1997

August 18, 1997

July 3, 1997

August 12, 1997

July 21, 1997

August 20, 1997

July 11, 1997



Federal Reserve Bank of Chicago
- Application: j al

Type Application

NONE



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

Progress Bancshares,
Inc., Sullivan, MO

Progressive Bancorp,
Inc., Pekin, IL,

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

Remington, Thomas J.,
and S. June, both of
Lincoln,

NE, and Remingrton,
Ada E., McCook,
Nebraska

Republic Bancshares,
Inc.,
St. Petersburg, FL

Reynolds, Marshall T.,
Huntington, WV

Rockdale National
Bankshares, Inc.,
Conyers, GA

Rockdale National
Bankshares, Inc.,
Conyers, GA

Rossenberg, Clifford R.,
Sunset Beach, CA

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

Pekin Savings Bank, S.B.,
Pekin, IL

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

Sarasota, FL

Clatonia Bancshares, Inc.,
Clatonia, NE, and
Farmers Bank of Clatonia,
Clatonia, NE

FF.O. Financial Group,
Inc.,

St. Cloud, FL, and First
Federal Savings and Loan
Association of Ocelola
County, Kissimmee, FL,
operating a savings
association (b)(4)(ii)

St. Mary Holding
Corporation, and Saint
Mary Bank & Trust
Company, Franklin,
Louisiana

Rockdale National Bank,
Conyers, GA

Rockdale National Bank,
Conyers, GA

Security First Bank,
Fullerton, CA

3

CIBC

CIBC

CIBC

St. Louis

Chicago

Cleveland

Kansas City

Atlanta

Atlanta

Atlanta

Atlanta

San Francisco

August 8, 1997

August 15, 1997

July 24, 1997

July 18, 1997

May 23, 1997

August 15, 1997

August 25, 1997

August 22, 1997

May 27, 1997



H.2 Page 5
July 27, 1997 to August 2, 1997

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

Director, BS&R
Greenwood Bank & Trust, Greenwood, South Carolina -- registration as transfer

agent.
- Withdrawn, July 28, 1997

CHANGE IN BANK CONTROL

Minneapolis
Financial Services of St. Croix Falls, Inc., St. Croix Fails, Wisconsin -- change in
bank control.
- Permitted, July 29, 1997

Kansas City
Mount Hope Bancshares, Inc., Mount Hope, Kansas -- change in bank control.
- Permitted, July 29, 1997

COMPETITIVE FACTORS REPORTS

Kansas City
Bank 21, Carrollton, Missouri -- report on competitive factors of the proposed
acquisition of the assets and assumption of the liabilities of the Sedalia, Missouri,
branch of Mercantile Bank of Central Missouri, Washington, Missouri.
- Submitted, July 28, 1997

Richmond
Calhoun County Bank, Inc., Grantsville, West Virginia -- report on competitive
factors of the proposed acquisition of certain assets and assumption of certain
liabilities of the Glenville, West Virginia, branch of Huntington National Bank-West
Virginia, Charleston, West Virginia.
- Submitted, July 28, 1997

Kansas City
Central National Bank & Trust Company of Enid, Enid, Oklahoma -- report on
competitive factors of the proposed merger with First State Bank, Woodward,
Oklahoma.
- Submitted, July 29, 1997



Federal Reserve Bank of Richmond

secti ilabili £ Li Juati

Week ending August 1, 1997

Definiti £ .

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__. Rating
708623 FCNB Bank

7200 FCNB Court

Frederick, Maryland 21703 5-5-97 Satisfactory
693224 Union Bank and Trust Company

211 Main Street

Bowling Green, Virginia 22427-9417 5-12-97 Satisfactory
517423 Consolidated Bank & Trust Co

320 North lst Street
Richmond, Virginia 23219-1722 5-19-97 Satisfactory



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
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)
Intra Financial Peoples Bancorp of 3 Kansas City June 20, 1997
Corporation, Belleville, Inc.,
Clyde, KS Belleville, KS, and
Peoples Bank of Belleville,
Belleville, KS
Jackson Boulevard Damen Financial CIBC Chicago August 1, 1997
Fund, Ltd., Chicago, IL Corporation, Schaumburg,
IL, Damen National Bank,
Schaumburg, IL
Jasper Banking JBC Bancshares, Inc., CIBC Atlanta August 12, 1997
Company Second Jasper, GA
Amended and Restated
Employee Stock
Ownership Stock Bonus
Plan (ESOP), Jasper, GA
Kazi, Zubair and Khatija, Greater Pacific Bancshares, © CIBC San Francisco May 5, 1997
Studio City, CA; Whittier, CA;
and Abdul-Rahman, Bank of Whittier, N.A.,
Yahia and Magda, Whittier, CA
Pasadena, CA
Kazi, Zubair and Khatija, | Kentucky Home Bank, 3 San Francisco April 17, 1997
Studio City, CA; Bardstown, KY
and Yahia and Magda
Abdul-Rahman,
Pasadena, CA
KeyCorp(1), Cleveland, Key Capital Markets, Inc., 4 Cleveland August 1, 1997

OH
CONTINUED

Cleveland, OH underwriting
& dealing in all types of
debt and equity securities
(other

than ownership interests in
open-end investment
companies) J.P. Moran &
Co., Inc., The Chase
Manhattan Corp.,
CONTINUED



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

Patel, Susma;Patel
(Suku), Suketu
Madhusudan; Patel
(Perry), Parimal
Kantibhai; Amin, Bharat
Muljibhai, London,
England; and King,
Dennis John Lloyd,
Surrey, England;
collectively, as the Patel
Group

Pathfinder Bancorp,
MHC, Oswego, NY

PBT Bancshares, Inc.,
McPherson, KS

People's Community
Capital Corporation,
Aiken,

sc

Peoples Bancorp, Inc.,
Marietta, OH

Peoples Bank
Employee Stock
Ownership Trust,
Marion, KY

Peoples Community
Bancshares, Inc.,
Colquitt,

GA

First Bankshares, Inc.,
Longwood, FL, and

First National Bank of
Central Florida, Longwood,
Fl

Pathfinder Bancorp,
Oswego, NY, and Stock
Holding Company,
Oswego, NY

and Oswego City Savings
Bank, Oswego,

NY

Yoder Bankshares, Inc.,
Yoder, KS, and Farmers
State Bank,

Yoder, KS

People's Community Bank
of South
Carolina, Aiken, SC

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

Peoples-Marion Bancorp,
Inc.,
Marion, KY

Farmers Bank of Malone,
Malone, FL

CIBC

Atlanta

New York

Kansas City

Richmond

Cleveland

St. Louis

Atlanta

May 30, 1997

August 7, 1997

June 6, 1997

August 14, 1997

August 1, 1997

June 12, 1997

July 14, 1997



District 11
Federal Reserve Bank of Dallas

Applications and Notifications Filed During the Week of July 28, 1997

Section I - Applications subject to newspaper notice only

Comment period
Type Application ending date
*Branch Texas Bank, Weatherford, TX, +*97/08/23
Application to establish a branch at

2221 East Lamar Boulevard,
Suite 100, Arlington, TX 76006

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

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

Comment period

Type Application ending date
*Section 3(a)(3) Planters & Merchants Bancshares, Inc., Hearne, TX, and **97/08/16

Planters & Merchants Bancshares of Delaware, Inc.,

Wilmington, DE, to acquire Homestead Bank, S.S.B.,

College Station, TX
Change in Control Gordon M. Hatch, Portales, NM, only notificant, **97/08/14
Notice to acquire an interest in Portales National Bancshares, Inc.,

Portales, NM

(Previously reported during the week of July 14, 1997)
Change in Control William A. Gage, Houston, TX, only notificant, to acquire N/A

Notice an interest in First Bancshares of Texas, Inc., Houston, TX

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



Applicant or notificant

Acquiree or activity Section oflaw Reserve Bank

End of comment period

New Broadway, Inc.,
San Antonio, TX

Norwest Corporation,
Minneapolis, MN

Norwest Corporation,
Minneapolis, MN

Rockdale National
Bankshares, Conyers,
GA

CORRECTION

Valley National
Corporation, Lanett, AL

Woodruff, Thomas M.,
Humble, TX

Broadway Bancshares, Inc., 3 Dallas
San Antonio, TX &

Broadway Bancshares of

Delaware, Inc.,

Wilmington, DE; Broadway

National Bank, San

Antonio, TX & Eisenhower

National Bank, San

Antonio, TX

First Valley Bank Group, 3
Los Fresons, TX & First

Valley Delaware Financial
Corporation, Dover,

Delaware, & First Valley

Bank, Harlingen, TX

Minneapolis

Packers Management 3
Company, Omaha, NE, &
Packers Bank, Omaha, NE

Minneapolis

Rockdale National Bank, 3 Atlanta

Conyers, GA.

Valley National Bank of 3
Lannett, Lanett, AL

Atlanta

Grimes County Capital CIBC Dallas
Corporation, Iola, TX &
Community State Bank,

Houston, TX

September 4, 1997

August 2, 1997

September 2, 1997

August 22, 1997

September 5, 1997

August 26, 1997



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.



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

F.N.B. Corporation,
Hermitage, PA

F.N.B. Corporation,
Hermitage, PA

Fifth Third Bancorp,
Cincinnati, OH

First Fairland
Banshares, Inc.,
Fairland, OK

First Financial
Caribbean Corporation,
San Juan, Puerto Rico

First Midwest Bancorp,
Inc., Itasca, IL,

First National
Bancshares of Gallatin,
Inc.,

Gallatin, MO

Sun Bancorp, Inc.,
Selinsgrove, PA & Sun
Bank, Selinsgrove, PA, &
Pennsylvania Sun Life
Insurance Company,
Phoenix, AZ providing
credit life &

disability insurance
exclusively to customers of
Sun Bank, Sun Bancorp,
Inc.'s bank subsidiary
(by)

Indian Rocks State Bank,
Largo, FL

Suburban Bancorporation,
Inc.,

Cincinnati, OH,

Suburban Federal Savings
Bank,

Cincinnati, OH

Fairland Holding Company,
Inc., Neosho,
MO

Doral Bank, San Juan,
Puerto Rico, and Doral
Mortgage Corporation,
Hato Rey, Puerto Rico
making, acquiring, or
servicing mortgage loans

1)

SparBank, Incorporated,
McHenry, IL, and McHenry
State Bank, McHenry, IL

Interim First National Bank
of Gallatin,

Gallatin, MO,

First National Bank of
Gallatin,

Gallatin, MO

3and4

3and4

Cleveland

Cleveland

Cleveland

Kansas City

New York

Chicago

Kansas City

August 7, 1997

September 2, 1997

May 27, 1997

August 1, 1997

August 18, 1997

July 21, 1997

June 27, 1997


Type
3¢a))

3(a)3)

CoC-HC

3(a)(3)

3(a)(1)

(a1)

Federal Reserve Bank of Chicago

Section II - Applications Subject to Both N

Register Noti
Comment Period
licati Ending D
Community National Bancorporation.* FR - 7-29-97
Waterloo, Iowa NP - 7-18-97

Community National Bank (in organization)
Waterloo, Iowa

Bank of Elmwood Employee Stock Ownership FR - 8-4-97
Plan and Trust* NP - 7-24-97
Racine, Wisconsin
Elmwood Financial Corporation
Racine, Wisconsin
Bank of Elmwood
Racine, Wisconsin

Damen Financial Corporation FR - 8-1-97

Schaumburg, Illinois NP - 8-5-97
By Jackson Boulevard Fund, Ltd.,

First Midwest Bancorp, Inc.* FR - 7-21-97

Itasca, Illinois NP - 7-28-97

SparBank, Incorporated
McHenry, Illinois

McHenry State Bank

McHenry, Ilinois
Northwest Suburban Bancorp, Inc.* FR - 7-28-97
Arlington Heights, Illinois NP - 7-28-97

Mount Prospect National Bank
Mount Prospect, Illinois (in organization)

Progressive Bancorp, Inc.* FR - 8-15-97
Pekin, Illinois NP - 8-14-97
Pekin Savings, S.B.
Pekin, Illinois



Applicant or notificant

Acquiree or activity

Section of law

Reserve Bank

End of comment period

Huntington Bancshares
Incorporated(2),
Columbus, OH
CONTINUED

Huntington Bancshares
Incorporated(3),
Columbus, OH
CONTINUED

Huntington Bancshares
Incorporated(4),
Columbus, OH
CONTINUED

Huntington Bancshares,
Inc.(A), Columbus, OH,
Huntington Capital
Corp.,

Columbus, OH
CONTINUED

Huntington Bancshares,
Inc.(B),

Columbus, OH
CONTINUED

FMB-Northwestern Bank,
Boyne City, MI; FMB-State
Savings Bank, Lowell, MI;
FMB-Commercial Bank,
Greenville, MI; FMB-
Security Bank, Manistee,
MI; FMB-Community
Bank, Dowagiac, MI; FMB-
Oceana Bank, Hart, MI;
CONTINUED

FMB-Reed City Bank, Reed
City, MI; FMB-Maynard
Allen Bank, Portland, MI;
FMB-Old State Bank,
Fremont, MI; FMB-Arcadia
Bank, Kalamazoo, MI; and
FMB-Trust, Holland, MI
trust company activities
(b)(5); FMB-Brokerage
Services, Inc., Holland, MI
CONTINUED

customer investments
(b)(7); and First Michigan
Life Insurance Co.,
Holland, MI insurance
agency underwriting

(yD;

underwriting & dealing to a
limited extent in all types of
debt securities, including
corporate debt, sovereign
debt securities, mortgage
revenue bonds, mortgage-
backed and consumer-
receivable securities J.P.
Morgan & Co.
CONTINUED

The Chase Manhattan
Corp., Bankers Trust New
York Corp., Citicorp and
Security Pacific Corp. (75.
Fed. Res. Bull. 192 (1989)
CONTINUED

3 and 4

3 and 4

3 and 4

4

Cleveland

Cleveland

Cleveland

Cleveland

Cleveland

July 18, 1997

July 18, 1997

July 18, 1997

June 17, 1997

June 17, 1997



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Peoples Community
Bancshares, Inc.,
Colquitt,

GA

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

Peoples-Marion
Bancorp, Inc.,
Marion, KY

PHS Bancorp, M.H.C.,
Beaver Falls, PA

Pioneer Bancshares,
Inc., Chattanooga, TN

Plainview Holding
Company,
Pilger, NE

Planters & Merchants
Bancshares, Inc.,
Hearne,

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

Premier Financial
Bancorp, Inc.,
Georgetown,

KY

Proffitt, Richard Todd,
Pigeon Forge, TN

Farmers Bank of Malone,
Malone, FL

Elderton State Bank,
Elderton, PA

The Peoples Bank,
Marion, KY

Peoples Home Savings
Bank,
Beaver Falls, PA

Pioneer Bank, F.S.B.,
Chattanooga, TN operating
a savings

association (b)(4)

American National
Creighton Co.,

Creighton, NE, and
American National Bank of
Creighton,

Creighton, NE

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

The Sabina Bank, Sabina,
OH

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

CIBC

Atlanta

Cleveland

St. Louis

Cleveland

Atlanta

Kansas City

Dallas

Cleveland

Atlanta

August 11, 1997

August 25, 1997

June 12, 1997

May 1, 1997

July 25, 1997

June 23, 1997

August 14, 1997

August 21, 1997

August 5, 1997



H.2
July 27, 1997 to August 2, 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

Cleveland
Fifth Third Bank of Columbus, Columbus, Ohio -- to acquire three branches of
Great Lakes National Bank Ohio, Hamilton, Ohio.
- Approved, July 31, 1997

San Francisco

First Utah Bank, Salt Lake City, Utah -- to establish a branch at 1300 South State
Street.
- Approved, August 1, 1997

Chicago
Old Kent Bank, Grand Rapids, Michigan -- to establish a branch at 4775 24th
Avenue, Fort Gratiot, Michigan.
- Approved, August 1, 1997

Chicago
Unionbank, Streator, Illinois -- to establish a branch at Route 34 and Center Street,
Plano, Illinois.
- Approved, July 31, 1997

BANK HOLDING COMPANIES

Minneapolis
AMFED Financial, Inc., Minneapolis, Minnesota -- to acquire and convert Norwest
Bank Nevada, F.S.B., Las Vegas, Nevada, to Norwest Bank Nevada, National
Association, and thereby become a bank holding company.
- Approved, July 28, 1997

St. Louis

Area Bancshares Corporation, Owensboro, Kentucky -- to acquire Cardinal
Bancshares, Inc., Lexington, Kentucky.
- Approved, July 30, 1997



Applicant or notificant

Acquiree or activity Section of law

Reserve Bank

End of comment period

BB&T Corporation(C),
Winston-Salem, NC
CONTINUED

BB&T Corporation(D),
Winston-Salem, NC
CONTINUED

BB&T Corporation(E),
Winston-Salem, NC
CONTINUED

BB&T Corporation(F),
Winston-Salem, NC
CONTINUED

non-public offering (b)(7); 4
buying & selling on the
order of investors as a
riskless principal (b)(7);
making, acquiring or
servicing loans or other
extensions of credit,
including purchasing &
selling such loans &
extensions of credit in the
CONTINUED

secondary market, & 4
engaging in mortgage
banking activities (b)(1);
acting as an investment or
financial advisor to the
extent of serving as the
advisory company for a
mortgage or real estate
investment trust; serving as
an investment
CONTINUED

adviser to an investment 4
company registered under
the 1940 Act, including
sponsoring, organizaing &
managing a closed-end
investment company;
providing portfolio
investment advice;
furnishing general
economic information &
advice, general
CONTINUED

economic statistical 4
forecasting services &
industry studies; &/or
providing financial advice
to state & local
governments, such as
w/respect to the issuance of
their securities (b)(6);
providing advice & acting
as arranger in connection
CONTINUED

Richmond

Richmond

Richmond

Richmond

August 20, 1997

August 20, 1997

August 20, 1997

August 20, 1997



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period
Arrendale, Thomas A., Habersham Bancorp, CIBC Atlanta June 5, 1997
MIT, Gainesville, GA, Cornelia, GA, and
Bussey, Cynthia A., Habersham Bank,
Atlanta, GA, and Clarkesville, GA
Arrendale, Nelle,
Clarkesville, GA, as
partners in the
Arrendale Undiversified
Family Limited
Partnership,
Baldwin, GA
Associated Banc- First Financial Corporation, 4 Chicago August 15, 1997
Corp(1), Green Bay, WI Stevens Point, WI,
CONTINUED and First Financial Bank,
FSB, Stevens Point, WI
owning and operating a
savings and loan
association (b)(4);
Appraisal Services, Inc.,
Milwaukee, WI performing
appraisals of real estate &
CONTINUED
Associated Banc- tangible personal property 4 Chicago August 15, 1997
Corp(2), Green Bay, WI (b)(2); & First Financial
CONTINUED Card Services Bank, N.A.,
Stevens Point, WI operating
a
credit card bank (b)(1) and
Q)
Associated Banc-Corp, First Financial Corporation, 4 Chicago August 5, 1997
Green Bay, WI Stevens Point, WI,
and First Financial Bank,
FSB, Stevens
Point, WI owning &
operating a
savings and loan
association (b)(4)
Banco Bilbao Vizcaya, BBV LatInvest Securities 4 New York March 4, 1997
S.A., Inc.,
Bilbao, Spain ‘New York, NY,
securities activities (b)(1),
(b)(4), (b)(15), and (b)(16)
Bank of Elmwood Elmwood Financial 3 Chicago August 4, 1997
Employee Stock Corporation, Racine, WI,
Ownership Pian and and Bank of Elmwood,
Trust, Racine, WI Racine, WI



Applicant or notificant

End of comment period

Southwestern
Bancshares, Inc.,
Oklahoma City,
OK

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

Spehar, David L. &
Nancy A., Kansas City,
KS

St. Yves, Robert W.,
Prineville, OR

Sterling Bancshares,
Inc., Houston, TX

Stockmens Financial
Corporation, Rushville,
NE

Suez Lyonnaise des
Euax, Paris, France;
Societe Generale de
Belgique, Brussels,
Belguim; and Generale
de Banque, Brussels,
Belguim.

The Bank of Mulberry
Employee Stock
Ownership

Trust,

Mulberry, AR

Acquiree or activity Section oflaw Reserve Bank
Southwestern Bank & Trust 3 Kansas City
Company, Oklahoma City,

OK

C.S.B. Co., Cozad, NE, CIBC Kansas City

Cozad State Bank & Trust
Company, Cozad, NE, and
First National Bank of
Chadron, Chadron, NE

First Community CIBC Kansas City
Bancshares, Inc., Kansas

City, KS, and First

Community Bank, Kansas

City, KS

Prineville Bancorporation, CIBC San Francisco
Prineville, OR and

Community First Bank,

Prineville OR (formerly the

Prineville Bank)

First Houston Bancshares, 3 Dallas
Houston, TX, and Houston.
National Bank, Houston, TX

BankWest 3 Kansas City
(a de novo bank), Castle

Rock, CO

Harbor Capital 4 New York

Management, Inc., Boston,
MA investment advisory
activities (b)(6); investment
transactions as principal
(b)(8); & serve as general
partner of & provide
management & private
placement services to
unregistered investment
funds

ACME Holding 3 St. Louis
Company, Inc.,

Mulberry, AR, and

The Bank of Mulberry,

Mulberry, AR

August 11, 1997

August 11, 1997

August 5, 1997

August 5, 1997

July 21, 1997

July 25, 1997

August 21, 1997

June 23, 1997



FEDERAL RESERVE BANK OF NEW YORK

Comment Period

_Ending Date
SECTION I
Applications Subject to Newspaper
ice Onl

None.

ECTION II

Applications Subject to Both
Newspaper and Federal Register Notice

None.

SECTION IT
Nonbanking Applications

(subject to Federal Register Notice Only )

Suez Lyonnaise des Eaux, Paris, France, Societe Generale de Belgique,

Brussels, Belgium, and Generale de Banque, Brussels, Belgium, to acquire

51 percent of the voting stock of Harbor Capital Management, Inc., Boston,
Massachusetts, and thereby engage de novo in the following activities:

investment advisory activities; investment transactions as principal;

and serving as general partner of, and providing management and private
placement services to unregistered investment funds. N/A

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 nofificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

Greenblatt, Leon A., III,
and Chiplease, Inc.,
both of Chicago, IL.

Greer, Elmo,
East Bernstadt, KY

Harris Financial MHC,
Harrisburg, PA

Hatch, Gordon M.,
Portales, NM.

Hibernia Corporation,
New Orleans, LA

Hometown Independent
Bancorp, Inc., Morton,
IL

Horizon Bancorp, Inc.,
Beckley, WV

Huntington Bancshares
Incorporated(1),
Columbus, OH
CONTINUED

Home Financial Bancorp, CIBC Chicago
Spencer, IN, and Owen

Community Bank, S.B.,

Spencer, IN

Cumberland Valley CIBC
Financial Company,
London, KY

Cleveland

Harris Financial Inc., 3
Harrisburg, PA;

Harris Savings Bank,

Harrisburg, PA

Philadelphia

Portales National CIBC Dailas
Bancshares, Inc., Portales,

NM, and Portales National

Bank, Portales, NM

Unicorp Bancshares-Texas 3 Atlanta
Inc., Orange, TX, and
OrangeBank, Orange, TX

Morton Community Bank, 3 Chicago
Morton,

IL

Beckley Bancorp, Inc., 4 Richmond

Beckley, WV, and

Beckley Federal Savings
Bank, Beckley,

WV operating a savings and
loan

association (b)(4)

First Michigan 3and4
Bancorporation, and
Superior Financial Corp.,
Holland, MI; FMB-Sault
Bank, Saulte Ste. Marie, MI;
FMB-First Michigan Bank,
Zeeland, MI; FMB-First
Michigan

Bank, Grand Rapids, MI;
FMB-Lumberman's Bank,
Muskegon, MI;
CONTINUED

Cleveland

July 9, 1997

May 23, 1997

March 27, 1997

August 8, 1997

August 11, 1997

August 15, 1997

August 14, 1997

July 18, 1997


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

National City Bridgeport Bancorp, Inc., 3 St. Louis June 6, 1997
Bancshares, Inc., Bridgeport, IL, and First
Evansville, IN National Bank of

Bridgeport, Bridgeport, IL

NationsBank Montgomery Securities, 4 Richmond August 6, 1997
Corporation(1), Inc., & The Pyramid

Charlotte, NC Company,

CONTINUED San Francisco, CA

underwriting &

dealing in, to a limited
extent, all types of debt &
equity

securities other than
interests in open end
investment companies
CONTINUED

NationsBank (See J.P. Morgan & Co., 4 Richmond August 6, 1997

Corporation(2), Inc., The Chase Manhattan

Charlotte, NC Corp.,

CONTINUED Bankers Trust New York
Corp., Citicorp, & Security
Pacific
Corp., 75 Fed. Res. Bull.
192 (1989); in
underwriting & dealing in
obligations of the United
States, general
CONTINUED

NationsBank of states and their political 4 Richmond August 6, 1997
Corporation(3), subdivisions, and other
Charlotte, NC obligations that state
CONTINUED member banks of the
Federal Reserve System
may be authorized to
underwrite and deal in
under 12 U.S.C. 24 & 335
(b)(8); in acting as
investment or
CONTINUED


FEDERAL RESERVE BANK OF PHILADELPHIA

- APPLICAT: EIVED AND P)
NOTICE ONLY
First Sterling Bank, Devon, Pennsylvania to merge with Prime Bank, a savings bank,
Philadelphia, Pennsylvania, pursuant to Section 5(d)(3) of the Federal Deposit Insurance Act.
Newspaper comment period expires: 08/10/97
T TI - AP) EIVED T B
FED. I
NONE
TION II] - LICATI RE D T FED
TER Ni E
NONE
1X - APP! ATI E) D D T IE)
ER T.



H.2 : Page 2
July 27, 1997 to August 2, 1997
ACTIONS TAKEN BY THE BOARD OF GOVERNORS

REGULATIONS AND POLICIES

Capital guidelines for state member banks and bank holding companies -- request
for comment on a proposal to amend capital guidelines to address the treatment of
certain servicing assets (Board Docket No. R-0976).

- Announced, August 1, 1997



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.

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.

CRA Public CRA
Bank/Location RSSD# Exam Date —Date_ —Rating__

None.

*Application is subject to CRA.



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, If, 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 Chicago

ion I~ Applications Subj N
Notice Only

Comment Period

Type Application Ending Date

Branch F & M Bank-Northeast NP - 7-28-97
Pulaski, Wisconsin
1926 & 1934 Dickinson Road
DePere, Wisconsin

Branch First American Bank NP - 8-7-97
Carpentersville, Illinois
Northeast corner of intersection of Roosevelt Road (Route 38)
and Bakerhill Road
Glen Ellyn, Illinois

Branch Fifth Third Bank of Central Indiana NP - 8-15-97
Indianapolis, Indiana
3060 Valley Farms Road
Indianapolis, Indiana

Branch First Farmers Bank & Trust Company NP - 8-18-97
Converse, Indiana
36 West Fifth Street
Peru, Indiana

Branch Mercantile Bank of Western Iowa NP - 8-4-97
Des Moines, Iowa
Clay County Fair, 1404 4th Avenue West
Spencer, Iowa

Branch & Merger F & M Bank-Fennimore NP - **
Fennimore, Wisconsin

F & M Bank - Potosi
Potosi, Wisconsin
F & M Bank - Lancaster
Lancaster, Wisconsin
to establish branches at
302 South Madison
Lancaster, Wisconsin
102 South Main Street
Potosi, Wisconsin
100 Rosalyn Avenue
Dickeyville, Wisconsin



No. 31

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

TESTIMONY AND STATEMENTS

Efforts by Federal Reserve to measure and improve its performance in the spirit of
the Government Performance and Results Act -- statement by Vice Chair Rivlin
before the House Committee on Banking and Financial Service, July 29, 1997.

- Published, July 29, 1997

Efforts to address the year 2000 computer system problem -- statement by
Governor Kelley before the Subcommittee on Financial Services and Technology
of the Senate Committee on Banking, Housing, and Urban Affairs, July 30, 1997.
- Published, July 30, 1997

BANK HOLDING COMPANIES

First Chicago NBD Corporation, Chicago, Illinois, and First Chicago Capital
Markets, Inc. -- to engage de novo to a limited extent in underwriting and dealing
in all types of equity securities except ownership interests in open-end investment
companies.

- Permitted, July 28, 1997

Swiss Bank Corporation, Basel, Switzerland -- to acquire Dillon, Read Holding,
Inc., New York, New York, and engage de novo in nonbanking activities.
- Permitted, July 28, 1997

BANKS, FOREIGN

ABSA Bank Limited, Johannesburg, Republic of South Africa -- to establish a
representative office in New York, New York.
- Approved, July 30, 1997

BANKS, NONMEMBER, AND MISCELLANEOUS INSTITUTIONS

Gerling-Konzern Verisicheerungs-Beteiligungs-Aktiengesellschaft, Cologne,
Germany -- limited relief from a commitment regarding expansion of U.S.
activities.

- Granted, July 28, 1997

BOARD OPERATIONS

FORMS

Division of Reserve Bank Operations and Payment Systems -- appointment of Paul
Bettge as an Assistant Director.
- Announced, August 1, 1997

Report of Changes in Foreign Investments (FR 2064) -- extension, without
revision.
- Approved, July 29, 1997



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

Cabot Bankshares, Inc.,
Cabot, AR

Cabot Bankshares, Inc.,
Cabot, AR
CORRECTION

Caisse Nationale de
Credit Agricole Paris,
France

Cates, Joe Lecil and
Cates, Roger Kevin,
both of Leedy, OK

Central IMinois Bancorp,
Sidney, IL

Century Bancorp, MHC,
Bridgeton, NJ,

and Century Bancorp,
Inc.,

Bridgeton, NJ

Century South Banks,
Inc., Dahlonega, GA

Chaparral Bancshares,
Inc., Richardson, TX,
and

Chaparral Delaware
Bancshares, Inc., Dover,
DE

The Capital Bank, Little
Rock, AR

The Capital Bank, Little
Rock, AR

Credit Agricole Indosuez,
Paris, France, and Indosuez
Investment Management
Services, Inc.,

Menlo Park, CA investment
management and advisory
services (b)(6)

Western Oklahoma
Bancshares, Inc., Elk City,
OK, and Bank of Western
Oklahoma, Elk City, OK

First Ozaukee Capital
Corporation,
Cedarburg, WI, and
First Ozaukee Savings
Bank,

Cedarburg, WI

Century Savings Bank,
Bridgeton, NJ

Bank Corporation of
Georgia, Macon, GA, and
First South Banks, N.A.,
Macon,

GA, and AmeriBank, N.A.,
Savannah, GA

Van Alstyne Financial
Corporation, Van Alstyne,
TX, and First National
Bank of Van Alstyne, Van
Alstyne, TX

CIBC

St. Louis August 11, 1997
St. Louis July 11, 1997
Chicago July 25, 1997
Kansas City August 11, 1997
Chicago June 26, 1997
Philadelphia May 1, 1997
Atlanta July 18, 1997
Dallas August 8, 1997

End of comment period



RESERVE BANK APPLICATIONS BULLETIN mL For week ending August 1, 1997

FEDERAL RESERVE BANK OF ST. LOUIS

I : F
Identification 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
97neighborhoods, 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 Examination|
Date Rating

123440 Eagle Bank & Trust Little Rock, AR 04/14/97 Satisfactory

634245 Union Bank of Illinois Swansea, IL 03/31/97 Satisfactory



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 8/01/97

Section V = Availability of CRA Public Evaluat

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.

Instituti . Examination D Ratine*

Oregon Pacific Banking Co. 1355 Highway 101 3/31/97 Satisfactory
Florence, OR 97439-0141
(541) 997-7121

The Sun City Bank 9915 W. Bell Road 3/31/97 Satisfactory
Sun City, AZ 85351-1292
(602) 876-2911

*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.



Federal Reserve Bank of Chicago

Comment Period

3(a)(1) First State Bancshares, Inc.* FR - 8-15-97
Ida Grove, Iowa NP - 8-22-97

First State Bank

Ida Grove, Iowa

3(a)(1) Hometown Independent Bancorp, Inc.* FR - 8-15-97
Morton, Illinois NP - **
Morton Community Bank
Morton, Illinois

4(c)(8) Associated Banc-Corp FR - 8-15-97
Green Bay, Wisconsin NP - 7-16-97
First Financial Corporation
Stevens Point, Wisconsin
First Financial Bank, FSB
Stevens Point, Wisconsin
Appraisals Services, Inc.
Milwaukee, Wisconsin
First Financial Card Services Bank, N.A.
Stevens Point, Wisconsin

3(a)(3) O.A.K. Financial Corporation* FR - 8-15-97
Byron Center, Michigan NP - 8-11-97
Caledonia Financial Corporation
Caledonia, Michigan
State Bank of Caledonia
Caledonia, Michigan

3(a)(3) Mid City Financial Corporation* FR - 8-28-97
Chicago, Illinois NP - 8-25-97
Abrams Centre Bancshares, Inc.
Dallas, Texas
Abrams Centre National Bank
Dallas, Texas



FEDERAL RESERVE BANK OF BOSTON APPLICATIONS

ui .

FSB Bancorp, MHC and FSB
Bancorp, both of Farmington,
Maine - 3(a) (1) application
to become bank holdling
companies through the
acquisition of Franklin
Savings Bank, Farmington,
Maine*

I

PP.

Fedéral Register

i i .
08/24/97

08/28/97

coats FEDERAL REGISTER NOTICE ONLY
NONE
SECTION IV - APPLICATIONS NOT SUBJECT TO
a FEDERAL REGISTER OR NEWSPAPER NOTICE
NONE
SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS
Institution Examination Date Rating**

NONE



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

Northwest Suburban
Bancorp., Inc. (in
formation),
Arlington Heights, IL

Northwest Wisconsin
Bancorp, Inc., & its
wholly-owned
subsidiary, BCB
Bancorp, Inc., both of
Chippewa Falls, WI
CORRECTION

NSB Holding Corp.,
Staten Island, NY

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

MI

Otto Bremer
Foundation, St. Paul,
MN

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

Patel, Susma; Patel,
Suketu Madhusudan
(Suku); Patel, Parimal
Kantibhai (Perry);
Amin, Bharat Muljibhai,
London, England; and
King, Dennis John
Lloyd, Surrey, England;
collectively, as the Patel
Group

Mount Prospect
National Bank (in
organization), Mount
Prospect, IL

Heartland Data Center, Inc.,
Cameron, WI providing
data processing services to
local, non-affilite financial
institutions (b)(14)

Check Depot, Staten Island,
NY in check cashing, See
Midland Bank T1, PLC, 76
Fed. Res. Bull. 869 (1990)

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

Mi

Bremer Financial
Corporation, St. Paul,
MN, The

Halo Bancorporation, Inc.,
Devils Lake, ND, & First
National Bank of Devils
Lake, Devils

Lake, ND

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

First Bankshares, Inc.,
Longwood, FL, and First
National Bank of Central
Florida, Longwood, FL

3 Chicago

4 Minneapolis
4 New York

3 Chicago

3 Minneapolis
4 Atlanta
CIBC Atlanta

July 28, 1997

August 11, 1997

August 6, 1997

August 15, 1997

August 15, 1997

August 8, 1997

June 26, 1997



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)



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

Citizens Bancshares
Company, Chillicothe,
MO

Citizens Bancshares of
Woodville, Inc.,
Woodville, WI

Citizens National
Corporation, Paintsville,
KY

Comerzbank AG,
Frankfurt am Main,
Germany

Commerce Bancshares,
Inc., Kansas City, MO,
and CBI-Kansas Inc.,
Kansas City, MO

Commercial
Bancshares, Inc.,
Texarkana, AR

Community Bancshares,
Inc., Butler, MO

Community Bancshares,
Inc., Denver, CO

Community National
Bancorporation,
Waterloo, IA

John Birchfield and Debbie
Keele, the purchase and
servicing of

accounts receivable (b)(1)

Investors bancorporation,
Inc., Hudson, WI & Bank
St. Croix, Roberts, WI

Josephine Bancshares, Inc.,
Prestonburg, KY, and The
Bank Josephine,
Prestonburg, KY

CAM Acauisition, LLC,
Wilmington, DE
Montgomery Asset
Mangement, L.P.,
Montgomery Services,
LLC,

all of San Francisco, CA,
securities activities (b)(7)(i).
and (iii); financial &
Investment advisory
services (b)(6);
administrative services

CNB Bancorp, Inc.,
Independence,

KS, and Citizens National
Bank,

Independence, KS

Citizens State
Bank, Hempstead, TX

Citizens Bank, Appleton
City, MO

Upper Rio Grande Bank
Corporation, Del Norte,
CO, and Rio Grande
County Bank, Del Norte,
co

Community National Bank
(in organization),
Waterloo, IA

4

3

4

3

Kansas City

Minneapolis

Cleveland

New York

Kansas City

St. Louis

Kansas City

Kansas City

Chicago

July 30, 1997

August 25, 1997

July 28, 1997

May 14, 1997

August 8, 1997

July 29, 1997

July 31, 1997

July 28, 1997

July 29, 1997



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

Corley, John William,
ay

Monticello, IL
CONTINUED

Corley, John William,
2)

Monticelli, IL,
CONTINUED

Cox, Walter L., Sr.,
Naples, TX

Crestar Financial
Corporation, Richmond,
VA

Crestar Financial
Corporation, Richmond,
VA

Cross County Bank
Employee Stock
Ownership Plan,
Wynne, AR

First State Bancorp of CIBC
Monticello, Inc.,
Monticello, IL

State Bank of Hammond,
Hammond, IL; First State
Bank of Monticello,
Monticello, IL; First State
Bank of Bloomington,
Bloomington, IL; First State
Bank of Heyworth,
Heyworth, IL;
CONTINUED

First State Bank of Atwood, CIBC
Atwood, IL

Morris County Bankshares, CIBC
Incorporated,

Naples, TX;

Morris County National

Bank,

Naples, TX

American Nat'l Bancorp, 4
Inc., & American Nat'l

Savings Bank, F.S.B.,

Baltimore, MD acting as

agent in the sale of mutual

funds (b)(7); in the sale of

home mortgage redemption
insurance (b)(11)(i); and in

the sale of annuities

(by) vii)

American National 4
Bancorp, Inc., Baltimore,

MD,

and American National

Savings Bank,

F.S.B., Baltimore, MD

operating a

savings and loan

association (b)(4)

Cross County Bancshares, CIBC
Inc., Wynne, AR, and

Cross County Bank,

Wynne, AR

Chicago

Chicago

Dallas

Richmond

Richmond

St. Louis

May 16, 1997

May 16, 1997

April 30, 1997

August 15, 1997

August 15, 1997

August 4, 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
neighborhoods, in a manner consistent with its resources and capabilities.

k Ending Au: 2,.1997

| NAME OF BANK RATIN EXAMINATION DATE
BPD International Bank Outstanding March 10, 1997
152 West 57th Street

New York, New York 10019

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