Application

The Colonial BancGroup, Inc.

Montgomery, Alabama
Request for waiver of the application requirement of Section 3(a) (5) of the Bank
Holding Company Act to merge with Tomoka Bancorp, Inc., Ormond Beach, Florida, and
thereby directly acquire Tomoka State Bank, Ormond Beach, Florida.



SLCTIGH V- AVAILABILITY OF CRA PUBLIC EVALUATIONS

FOR THE WEEK OF NOVEMBER 4, 1996

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 need 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 sresources and capabilities.

Substantial Noncomp1 iance 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.

Date of
Bank Examination CRA Rating

None.



Federal Reserve Bank of Kansas City

- AP’ T RA.
APPLICATION COMMENT PERIOD ENDING DATE
None.
TI - APP’ T DE. RE TI
OR NEWSPAPER NOTICE
APPLICATION
None.
TION V - AVAILABIL! F P EV. IN.

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.



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 November 8, 1996.

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/Location Examination Date CRA Rating
Commonwealth Bank 7108/96 Satisfactory

3 Friends Lane
Newtown, PA 18940



Type

3(a)(3)

3(a)(3)

3(ay(1)

3(a)(3)

Federal Reserve Bank of Chicago

- licati i Ww
Regist i 2

licat

Salin Bancshares, Inc.*

Indianapolis, Indiana
Columbus Bancorp, Inc.
Indianapolis, Indiana
Columbus Bank and Trust Company
Columbus, Indiana

Old Kent Financial Corporation*
Grand Rapids, Michigan
Seaway Financial Corporation
Saint Clair, Michigan
Commercial and Savings Bank of Saint Clair County
Saint Clair, Michigan
Algonac Savings Bank
Algonac, Michigan

New Asia Bancorp*

Chicago, Illinois
NAB Bank
Chicago, IHinois

Pontiac Bancorp, Inc.*
Pontiac, Illinois
Bank of Dwight
Dwight, Illinois

Comment Period

Ending Date

FR - 11-1-96
NP - 11-22-96

FR - 11-8-96
NP - 11-03-96

FR - 11-29-96
NP - 10-21-96

FR - 11-29-96
NP - *



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 11/08/96

Section I - Applications Subject to Newspaper Notice Only
Application Comment Period Ending Date

Western Sierra Bancorp, Cameron Park, California, Newspaper: 12/02/96
to become a bank holding company by acquiring

Western Sierra National Bank, Cameron Park,

Caltfornia. *

Tehama County Bank, Red Bluff, California, to Newspaper: Not available
acquire the Orland and Willow, California,

‘branch offices of Wells Fargo, N.A., San

Francisco, California. *

i I - Applications ject to Bo
Newspaper and Federal Register Notice

PLM Newco, L.L.C., Federal Way, Washington, Newspaper: Not Available
to become a bank holding company by acquiring
First Community Financial Group, Inc., Lacey, Fed. Req.: 12/06/96

Washington. *

Section II] -Applications Subject to Federal Register Only

None
Section IV - Applications Not Subject to Federal Register Notice
or Newspaper Notice
None

* Subject to CRA.



H.2

NOVEMBER-4, 1996 TO NOVEMBER 9, 1996

PAGE 5

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

BANK HOLDING COMPANIES

Kansas city

St. Louis

San Francisco

Chicago

Dallas

Dallas

Minneapolis

Oak Park Bancshares, Inc., Overland Park, Kansas --
to merge with Hillcrest Bancshares, Inc., Kansas
City, Missouri, and The Olathe Bank, Olathe,
Kansas.

Approved, November 6, 1996.

Owenton Bancorp, Inc. Employee Stock Ownership Trust,
OQwenton, Kentucky -- to increase its shares of
Owenton Bancorp, Inc.

Approved, November 4, 1996.

Pierce County Bancorp, Tacoma, Washington -- to
acquire Pierce Commercial Bank.
Returned, November 7, 1996.

St. Francis Capital Corporation, Milwaukee, Wisconsin
-- request for waiver of application to acquire
Kilbourn State Bank.

Granted, November 8, 1996.

Sanger Bancshares, Inc., Sanger, Texas -- to acquire
Sanger Intermediate Holding Company, Wilmington,
Delaware, and Sanger Bank, Sanger, Texas.

Approved, November 7, 1996.

Sanger Intermediate Holding Company, Inc.,
Wilmington, Delaware -- to acquire Sanger Bank,
Sanger, Texas.

Approved, November 7, 1996.

Sankovitz Family Limited Partnership, Waseca,
Minnesota -- to acquire Frankson Investment
Company.

Approved, November 7, 1996.



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section V - Availability of
CRA Public Evaluati
week ending November 8, 1996

ASSIGNMENT OF RATING
dentification 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

Dakota Bank July 29, 1996 : Satisfactory
750 South Plaza Drive :
Mendota Heights, MN 55120-1586

(612) 452-1320



Federal Reserve Bank of Atlanta
Li ; Bulletin f 4

- Availabili ic E

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

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

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

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

Substantial noncompliance in meeting community credit needs: An institution has

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

Exami :
Bank CRA Rating Date
Bank of Gueydan Satisfactory 07-29-96

Post Office Box 220
Gueydan, Louisiana 70542
(318) 536-9203



Type
3(a)(3)

3(a)(1)

3(a)(3)

3(a)(1)

3(a)(1)

Federal Reserve Bank of Chi

i 1 - Applicati bj.

Application

F & M Bancorporation, Inc.*

Kaukauna, Wisconsin

Green County Bank
Brodhead, Wisconsin

Two Rivers Bank Holding Company*
Rock Valley, lowa

Rock Valley State Bank

Rock Valley, lowa (in organization)

Panhandle Aviation, Inc.*
Carinda, Iowa

National Bank of Iowa
Danison, lowa

Mound City Financial Services, Inc.*
Platteville, Wisconsin

Mound City Bank

Platteville, Wisconsin

Independent Bancorp., Limited*
Little Chute, Wisconsin

Bank of Little Chute

Little Chute, Wisconsin

icago

Wwspaper

Ending Date

FR - 11-18-96
NP - **

ER - 11-29-96
NP - #*

FR - 12-03-96
NP -**

FR - 12-06-96
NP -**

FR - **
NP - 12-5-96



Federal Reserve Bank of Chicago

Section L- Applications Subj q
Notice Only
Comment Period
Type Application Ending Date
Branch Bloomingdale Bank & Trust NP - 11-9-96

Bloomingdale, Illinois
104 South Main Street
Park Ridge, Illinois

Branch Lake Forest Bank & Trust Company NP - 12-5-96
Lake Forest, Illinois
911 Sonth Telegraph Road
Lake Forest, Illinois

NP - Newspaper
FR - Federal Register

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



Federal Reserve Bank of Kansas City

TION I - APPLICATI T NEWSP. TI Y
APPLICATION COMMENT PERIOD ENDING DATE
None.
SECTION II - APPLICATIONS SUBJECT TO BOTH
NEWSPAPER 1 NOT!
PLICATION COMMENT PERIOD ENDING DATE
W. Newton Male Revocable Trust, and W. Newton November 27, 1996

Male, Trustee, both of Augusta, Kansas, for prior
approval to acquire an additional 2.50 percent, for a
total of 25.65 percent, of the voting shares Prairie
Capital, Inc., Augusta, Kansas.

IFB Holdings, Inc., Chillicothe, Missouri, for prior December 3, 1996
approval to become a bank holding company through

the acquisition of 100 percent of the voting shares of

Investors Federal Bank, N.A., Chillicothe, Missouri. *

Hoeme Family Partnership, Scott City, Kansas, for December 6, 1996
prior approval to acquire an additional 4.99, for a total :

of 40.60 percent, of the voting shares of First National

Bancshares of Scott City, Scott City, Kansas. *

Platte Valley Financial Service Companies, Inc., December 6, 1996
Scottsbluff, Nebraska, for prior approval to become a

bank holding company through the acquisition of 100

percent of the voting shares of Platte Valley Banc,

Inc., Scottsbluff, Nebraska and FirstMorrill Co.,

Morrill, Nebraska.*

Denison Bancshares, Inc., Holton, Kansas, for prior December 9, 1996
approval to acquire 6 percent of the voting shares of
Denison State Bank, Holton, Kansas.*

Jefferson County Bancshares, Inc., Daykin, Nebraska, Not Available
for prior approval to acquire 38.1 percent of the voting ain
shares of Antelope Bancshares, Inc., Elgin,

Nebraska. *



Federal Reserve Bank of Richmond

Section V_- Availability of CRA Public Evaluations
Week ending November 8, 1996

Definition of Ratings

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

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

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

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

Examination
Date Rating

None.



Improve;

SECTION V_ - AVAILABILITY OF CRA PUBLIC EVALUATIONS

"Snu

- Substantial Noncompliance.

Institution Examination Date Rating**
NONE
*Subject to CRA.
**Rating Definitions: "O" - Outstanding; " - Satisfactory;

NN

- Needs to



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section I - Applications Subject to

Newspaper Notice Only
Comment Period
Application _Ending Date _
NONE.
FEDERAL RESERVE BANK OF MINNEAPOLIS
Section II - Applications Subject to Both
le er and ral Register Notice
Comment Period
Application Ending Date
Notification by Carveth Thompson, Margaret Thompson, November 26, 1996

Orville Graslie, Helen Graslie, Gary Vance, Nancy Vance,
Eldon Jensen and Morris Gustafson to acquire control of
100% of the voting shares of Faith Bank Holding Company,
Faith, South Dakota.

The Oskey Limited Partnership, Mesa, Arizona, for prior Not yet available
approval to become a bank holding company through the

acquisition of 90% of the voting shares of Glenwood Bancshares,

Inc., Glenwood, Wisconsin, and 84.5% of the voting shares of

Hiawatha Bancshares, Inc., Hager City, Wisconsin. *

* Subject to CRA

FEDERAL RESERVE BANK OF MINNEAPOLIS
Section III - Applications Subject

e
Comment Period
lication ending D
NONE.
FEDERAL RESERVE BANK OF MINNEAPOLIS

Section IV - Applications Not Subject to

it i lews i
icati

FW Financial, Inc., and First Western Bancorp, Inc.,
Huron, South Dakota, to engage in general insurance
agency activities through the acquisition of FW
Insurance Agency, Atkinson, Nebraska.



Federal Reserve Bank of Chicago

ion V - Ayailabilit Public Evaluati

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 November 08, 1996. 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
low- and moderate-income neighborhoods, in a manner consistent with its resources
and capabilies.

BANK NAME/LOCATION
IN. DA RATINGS

State Bank of Arthur

411 South Vine Street

Arthur, Illinois 61911-0375

(217) 543-2111 8/12/96 Ss

Calumet County Bank

103 North Main

Brillion, wisconsin 54110-0039

(414) 756-2181 7/30/96 Ss



H.2

NOVEMBER’ 4, 1996 TO NOVEMBER 9, 1996

PAGE 7

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

CHANGE IN BANK CONTROL

Dallas

Chicago

First San Benito Bancshares, Inc., San Benito,
Texas -- change in bank control.
Returned, November 7, 1996.

Lakeview Financial Corporation, Lakeview, Michigan --
change in bank control.
Permitted, November 6, 1996.

COMPETITIVE FACTORS REPORTS

Chicago

Chicago

Atlanta

Minneapolis

Cleveland

San Francisco

Bank Wisconsin, Kewaskum, Wisconsin, proposed merger
with Kilbourn State Bank, Milwaukee, Wisconsin --
report on competitive factors.

Submitted, November 8, 1996.

Bank Wisconsin-Kilbourn, Milwaukee, Wisconsin,
proposed merger with Kilbourn State Bank, -- report
on competitive factors.

Submitted, November 8, 1996.

Colonial Bank, Orlando, Florida, proposed merger with
Tomoka State Bank, Ormond Beach, Florida -- report
on competitive factors.

Submitted, November 6, 1996.

Empire State Bank, Cottonwood, Minnesota, proposed
merger with United Southwest Bank, Vista, Minnesota
-- report on competitive factors.

Submitted, November 4, 1996.

Northwest Savings Bank, Warren, Pennsylvania,
proposed merger with Bridgeville Savings Bank,
Bridgeville, Pennsylvania -- report on competitive
factors.

Submitted, November 4, 1996.

Stockton Savings Bank, F.S.B., Stockton, California,
proposed acquisition of the assets and assumption
of the liabilities of the Oakdale, California,
branch of Sentinel Bank, Sonora, California --
report on competitive factors.

Submitted, November 4, 1996.



H.2

NOVEMBER 4, 1996 TO NOVEMBER 9, 1996

PAGE 6

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

BANK HOLDING COMPANIES

Chicago

Dallas

BANK MERGERS

Chicago

bd
i>

PREMISES

Atlanta

CAPITAL STOCK

Secretary

Minneapolis

Stichting Administratiekantoor ABN AMRO Holding,
Amsterdam, The Netherlands, Stichting Prioriteit
ABN AMRO Holding, ABN AMRO Bank N.V., ABN AMRO
Holding N.V, and ABN AMRO North America, Inc.,
Chicago, Illinois, and Lease Plan North America,
Inc. -- to acquire Chevron Credit Bank, National
Association, Murray City, Utah, and engage in the
nonbanking activities of making and servicing
loans.

Permitted, November 8, 1996.

Weatherford Bancshares, Inc., Weatherford, Texas --
to acquire First Munday Bancshares, Inc., Munday,
Texas, First Munday Bancshares of Delaware, Munday,
Texas, and First National Bank in Munday, Munday,
Texas.

Approved, November 6, 1996.

Kent City Bank, Kent City, Michigan -- to merge with
Grant State Bank, Grant, Michigan, and establish
branches at 10 West Main Street; and 21 East 82nd
Street, Newaygo, Michigan.

Approved, November 8, 1996.

First Bank and Trust Co. of Tennessee, Johnson City,
Tennessee -- investment in bank premises.
Approved, November 4, 1996.

Bank of America Nevada, Las Vegas, Nevada --
redemption of shares.
Approved, November 8, 1996.

Johnson Holdings, Inc., Isanti, Minnesota --
redemption of shares.
Approved, November 4, 1996.



atio: in fo: Endi vi 1

ection 1 - Applications Subject to Newspaper Notice Onl

Appli ion Comment Period Ending Date
None.
2.- Aj i ions i Bot
Newspape der. i x Noti
Application Comment Period Ending Date
Regions Financial Corp. 12-06-96*
Birmingham, Alabama Federal Register

To merge with Allied Bankshares, Inc., Thomson, Georgia, and thereby directly
acquire Allied Bank of Georgia, Thomson, Georgia, Bank of Morgan County, Madison,
Georgia, and The Bank of Millen, Millen, Georgia, pursuant to Section 3(a) (5) of
the Bank Holding Company Act.

The Colonial BancGroup, Inc. Not yet available*
Montgomery, Alabama

To merge with D/W Bankshares, Inc., Dalton, Georgia, and thereby directly acquire

Dalton/Whitfield Bank & Trust, Dalton, Georgia, pursuant to Section 3(a) (5) of the

Bank Holding Company Act.

East Coast Bank Corporation Employee Not yet available*
Stock Ownership Plan Trust

Ormond Beach, Florida

1-BHC formation, to acquire 40 percent of East Coast Bank Corporation, Ormond

Beach, Florida.

Peoples Bancorp, Inc. Not yet available*
Carrollton, Georgia
1-BHC formation, Peoples Bank of West Georgia, Carrollton, Georgia.

First American Corporation Not yet available*
Nashville, Tennessee

To merge with Hartsville Bancshares, Inc., Hartsville, Tennessee, and thereby

directly acquire CommunityFIRST Bank, Hartsville, Tennessee, pursuant to Section

3(a) (5) of the Bank Holding Company Act.

First Georgia Community Corp. 11-29-96*
Jackson, Georgia Federal Register
1-BHC formation, First Georgia Community Bank, Jackson, Georgia

(in organization).

. . Licati bi Federal Reai 1

Application Comment Period Ending Date

None.

*Subject to provisions of the Community Reinvestment Act.



FEDERAL RESERVE BANK OF BOSTON APPLICATIONS

SECTION I_- APPLICATIONS SUBJECT TO
WS PAPE E iY

Application Comment Period Ending Date

NONE

SECTION II - APPLICATIONS SUBJECT TO BOTH

NEWSPAPE FED. G N
Application Comment Period Ending Date
UST Corp, Boston, New. er 11-18-96
Massachusetts -
3 (a) (3) /3 (a) (5) Federal i xr 11-29-96

application to acquire
Walden Bancorp, Inc.,
Acton, Massachusetts*

Charter Oak Community Bank Newspaper 12-04-96
Corp., Vernon, Connecticut
- 3(a) (1) application to der Regist 12-06-96

become a mutual holding
company by acquiring 100%
of the voting shares of
The Savings Bank of
Rockville, Vernon,

Connecticut*
ECTION III - APPLICATIONS SUBJECT TO
RAL GT R CE iY
A icati n il iat
Campello Bancorp, Brockton, BE Regi Not Yet Established

Massachusetts - 4(c) (8)
notification to engage in
loan servicing pursuant to
section 225.25(b) (1) of
Regulation Y

SECTION IV_- APPLICATIONS NOT SUBJECT TO
"FEDERAL STE) P, N E

NONE



3(a)(3)

3(a)(5)

CoC-HC

3(a)(3)

Federal Reserve Bank of Chicago

Section II - Applications Subject to Both Newspaper and Federal
Register Notice Cont’d

Comment Period

Application Ending Date
Wintrust Financial Corporation* FR - 11-29-96
Wilmette, Illinois NP - 11-25-96

Barrington Bank & Trust Company, National Association
Barrington, Illinois (in organization)

F & M Bancorporation, Inc.* FR - 11-12-96
Kaukauna, Wisconsin NP - 11-11-96
East Troy Bancshares, Inc.
East Troy, Wisconsin
State Bank of East Troy
East Troy, Wisconsin

Whitmore Company, Inc. FR - 11-14-96
Corning, Iowa NP - 11-6-96
By Kenneth Whitmore & James Whitmore

FBOP Corporation* FR - 11-18-96
Oak Park, Illinois NP -*

SDNB Financial Corp.

San Diego, California

San Diego National Bank

San Diego, California



ANNOUNCEMENT H.2, 1996, No. 45
: Actions of the Board, its Staff, and

BOARD OF GOVERNORS the Federal Reserve Banks;
OF THE Applications and Reports Received
FEDERAL RESERVE SYSTEM During the Week Ending November 9, 1996

ACTIONS TAKEN 8Y THE BOARD OF GOVERNORS

BANK HOLDING COMPANIES

First Commercial Corporation, Little Rock, Arkansas;
Arvest Bank Group, Inc., Bentonville, Arkansas; TRH
Bank Group, Inc., Norman, Oklahoma, and TRH
Oklahoma, Inc. -- to acquire The Oklahoma National
Bank of Duncan, Duncan, Oklahoma.

Approved, November 6, 1996.

First State Bancshares of Blakely, Inc., Blakely,
Georgia -- to acquire First Southwest Bancorp,
Donaldsonville, Georgia, and First Federal Savings
Bank of Southwest Georgia, and engage in operating
a savings association.

Permitted, November 6, 1996.

BANKS, FOREIGN
Sumitomo Bank, Limited, Osaka, Japan -- to establish
a state-licensed branch in New York, New York.
Approved, November 6, 1996.

INTERNATIONAL OPERATIONS

Huntington National Bank, Columbus, Ohio -- to
establish an agreement corporation to be known as
Huntington Trade Services, Inc., and to establish a
Hong Kong subsidiary, Huntington Trade Services,
Asia, Limited.

Approved, November 4, 1996.

RESERVE BANK OPERATIONS

Directors -- appointment of Chairmen and Deputy
Chairmen of the twelve Federal Reserve Banks for
1997.

Approved, November 4, 1996.

SECURITIES REGULATION

K.22 release -- Board is discontinuing the K.22, the
list of nonmember banks that have in force
agreements filed with the Board pursuant to the
provisions of Section 8(a) of the Securities
Exchange Act of 1934.

Approved, November 4, 1996.



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 i
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.

ovember 9, 1996

Week End:
N .. RATIN EXAMINATION DATE

NAME OF

None.

Subject to provisions of Community Reinvestment Act. .
Later of dates specified in newspaper and Federal Register notices.

V/

2/

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



FEDERAL RESERVE BANK OF NEW YORK

Comment Period

Ending Date
SECTION I
Applications Subject to Newspaper
——_—Notice Only _
Peapack-Gladstone Bank, Gladstone, New Jersey, to establish a
branch at Fellowship Village, Liberty Corner, New Jersey. 1/ 11/29/96
United States Trust Company of New York, New York, New York, to
establish a branch at 200 Old Country Road, Mineola, New York. 1/ 12/05/96
SECTION I
Applications Subject to Both
Newspaper and Federal Register Notice
None.
SECTI I
Nonbanking Applications
(subject to Federal Register Notice Only )
The Mitsubishi Trust and Banking Corp., Tokyo, Japan, to
acquire an additional 25 percent of the shares of Spectrum
Capital, Ltd., New York, New York, raising its interest to 75
percent, and thereby to engage in lending and leasing activities. N/A

SECTION IV

Applications Not Involving
Public Comment

None.
SECTION V
Availability of ‘ublic Evaluation:

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



FEDERAL RESERVE BANK OF ST. LOUIS
St. Louis, Missouri

AYAILABILITY OF CRA PUBLIC DISCLOSURES
identitication of Ratings:
Outstanding record of meeting community credit needs
An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping to meet
the credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in a
manner consistent with its resources and capabilities.
Satisfactory record of meeting community credit needs
An institution in this group has a satisfactory record of ascertaining and helping to meet the credit needs of its

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

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

Substantial noncompliance in meeting community credit needs
An institution in this group has a substantially deficient record of ascertaining and helping to meet the credit

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

FOR THE WEEK ENDING November 8, 1996

Name of Bank Bank Address Examination | Examination
Date Rating

First Bank of Arkansas Wynne, Arkansas 7/29/96 Outstanding



Federal Reserve Bank of St. Louis

FOR THE WEEK ENDING NOVEMBER 8, 1996

SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE
Application End of Comment Period

* Section 3(a)(1) notification by Fredonia Valley

Bancorp, Inc., Fredonia, Kentucky, to acquire

Fredonia Valley Bank, Fredonia, Kentucky (previously

reported during the week ending November 1, 1996). 11-20-96

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

Application End of Comment Period

* Section 3(a)(3) application by Linn Holding
Company, Linn, Missouri, to acquire an additional
64.865% of Heritage Bank, Loose Creek, Missouri. Newspaper: 11-30-96

* Section 3(a)(1) application by Security Bancshares,
Inc., Amory, Mississippi, to acquire Security Bank
of Amory, Amory, Mississippi. Federal Register: 12-9-96

* Section 3(a)(1) application by State Financial
Services, Inc., Harrodsburg, Kentucky, to acquire
State Bank & Trust Company, Harrodsburg, Kentucky. Newspaper: 12-6-96

* Section 3(a)(1) application by Bedford Loan and

Deposit Bancorp, Inc., Bedford, Kentucky, to acquire
Bedford Loan and Deposit Bank, Bedford, Kentucky. Newspaper: 12-7-96

SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE

Application End of Comment Period

Section 4(c)(8) notification by Louisville Development

Bancorp, Inc., Louisville, Kentucky, to engage in

community development activities through a proposed

wholly-owned subsidiary, Louisville Real Estate

Development Company, Louisville, Kentucky (previously

reported during the week ending November 1, 1996). 12-6-96

SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE
OR NEWSPAPER NOTICE

Application End of Comment Period
None.

* This application/notification is subject to CRA.



H.2

NOVEMBER 4, 1996 TO NOVEMBER 9, 1996

PAGE 8

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

COMPETITIVE FACTORS REPORTS

Atlanta

EXTENSIONS OF TIME

St. Louis

St. Louis

St. Louis
MEMBERSHIP

San Francisco

Chicago

RESERVE BANK SERVICES

6c

Washington County State Bank, McIntosh, Alabama,
proposed purchase of certain assets and assumption
of certain liabilities of the Jackson, Alabama,
branch of Magnolia Federal Bank for Savings,
Hattiesburg, Mississippi -- report on competitive
factors.

Submitted, November 8, 1996.

Hometown Banc Corp., Grand Island, Nebraska --
extension to February 9, 1997, to acquire Five
Points Bank.

Granted, November 6, 1996.

Landrum Company, Columbia, Missouri -- extension to
February 26, 1997, to acquire First Heritage
National Bank, Ada, Oklahoma.

Granted, November 7, 1996.

Landrum Company, Columbia, Missouri -- extension to
March 9, 1997, to acquire Landmark Bancshares of
Texas, Inc., and Itasca State Bank, Itasca, Texas.

Granted, November 7, 1996.

Pierce Commercial Bank, Tacoma, Washington -- to
become a member of the Federal Reserve System.
Returned, November 7, 1996.

Washington State Bank, Washington, Iowa -- to become
a member of the Federal Reserve System.
Approved, November 5, 1996.

Federal Reserve Bank Uniform Automated Clearinghouse
Operating Circular --amendments to revise various
processing deadlines.

Approved, November 7, 1996.



Federal Reserve Bank of Atlanta
ci Week i wd

Recently Approved Applications Approval Date

The Colonial BancGroup, Inc. 11-05-96

Montgomery, Alabama

To acquire First Family Financial Corporation, Eustis, Florida, and thereby engage
in operating a savings association, pursuant to Section 4(c)(8) of the Bank
Holding Company and Section 225.25(b) (9) of Regulation Y.

United Security Bancshares 11-08-96

Thomasville, Alabama
Request for waiver of the application requirement of Section 3(a) (5) of the Bank
Holding Company Act to merge with First Bancshares, Inc., Grove Hill, Alabama, and
thereby directly acquire its subsidiary, First Bank & Trust, Grove Hill, Alabama.

Destin Bancshares, Inc. 11-08-96
Destin, Florida
1-BHC formation, Destin Bank, Destin, Florida.

Deposit Guaranty Corp. 11-06-96

Jackson, Mississippi
Request for waiver of the application requirement of Section 3(a) (5) of the Bank
Holding Company Act for its subsidiary, Deposit Guaranty Louisiana Corp.
Shreveport, Louisiana, to merge with Jefferson Guaranty Bancorp, Inc., Metairie,
Louisiana, and thereby directly acquire Jefferson Guaranty Bank, Metairie,
Louisiana.

First State Bancshares of Blakely, Inc. 11-06-96

Blakely, Georgia

To acquire First Southwest Bancorp, Inc., Donalsonville, Georgia, a thrift holding
company, and thereby engage in operating a savings association, pursuant to
Section 4(c)(8) of the Bank Holding Company Act and Section 225.25(b) (9) of
Regulation Y.

First Bank & Trust Co. of Tennessee 11-04-96
Johnson City, Tennessee
To establish a branch located at 1314 Volunteer Parkway, Bristol, Tennessee.

First Bank & Trust Co. of Tennessee 11-04-96
Johnson City, Tennessee
Request for increase in bank premises.

Smoky Mountain Bancorp, Inc. 11-08-96
Gatlinburg, Tennessee

To acquire BankFirst, Knoxville, Tennessee, pursuant to Section 3(a) (3) of the
Bank Holding Company Act.

Wilson Bank Holding Company 11-08-96
Lebanon, Tennessee

To acquire 50 percent of Community Bank of Smith County, Carthage, Tennessee (in
organization), pursuant to Section 3(a) (3) of the Bank Holding Company Act.



FEDERAL RESERVE BANK OF DALLAS APPLICATIONS BULLETIN
APPLICATIONS AND NOTIFICATIONS FILED DURING THE WEEK OF NOVEMBER 4, 1996

SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER
NOTICE ONLY

APPLICATION NOTICE EXP
None.

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

APPLICATION ** NOTICE EXP

*Section 3(a)(3) application by

First Baird Bancshares, Inc., Baird, TX, to acquire

First Munday Bancshares, Inc., Munday, TX, First Munday

Bancshares of Delaware, Inc., Munday, TX, and First

National Bank in Munday, Munday, TX 96/11/02
(Previously reported during the week of 9-9-96)

*Section 3(a)(3) application by

First Baird Bancshares, of Delaware, Inc., Dover, DE,

to acquire First Munday Bancshares, Inc., Munday, TX,

First Munday Bancshares of Delaware, Inc., Munday, TX,

and First National Bank in Munday, Munday, TX 96/11/02
(Previously reported during the week of 9-9-96)

*Section 3(a)(3) application by

Weatherford Bancshares, Inc., Weatherford, TX, to

acquire First Munday Bancshares, Inc., Munday, TX, First

Munday Bancshares of Delaware, Inc., Munday, TX, and First

National Bank in Munday, Munday, TX 96/11/02
(Previously reported during the week of 9-9-96)

*Section 3(a)(3) application by

First Weatherford Bancshares, Inc., Weatherford, TX, to

acquire First Munday Bancshares, Inc., Munday, TX, First

Munday Bancshares of Delaware, Inc., Munday, TX, and First

National Bank in Munday, Munday, TX 96/11/02
(Previously reported during the week of 9-9-96)

*Section 3(a)(1) application by

Coastal Bend Bancshares, Inc., Alice, TX, to

acquire Buckeye Bancshares, Inc., Dover, DE, and

First Community Bank, N.A., Alice, TX 96/11/14
(Previously reported during the week of 10-7-96)



*Section 3(a)(1) application by

Buckeye Bancshares, Inc., Dover, DE, to acquire

First Community Bank, N.A., Alice, TX 96/11/14
(Previously reported during the week of 10-7-96)

*Section 3(a)(1) application by

FNB Company, Livingston, TX, to acquire FNB Company

of Delaware, Wilmington, DE, and The First National

Bank of Livingston, Livingston, TX 96/11/05
(Previously reported during the week of 10-7-96)

*Section 3(a)(1) application by

FNB Company oF Delaware, Wilmington, DE, to acquire

The First National Bank of Livingston, Livingston, TX 96/11/05
(Previously reported during the week of 10-7-96)

Change in Control Notice by
Dolph Briscoe, Jr., and Janey S. Briscoe, Uvalde, TX,

to acquire an interest in Zavala Bankshares, Inc., Crystal
City, TX 96/11/20
(Previously reported during the week of 10-21-96)

SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER
NOTICE ONLY

APPLICATION NOTICE EXP
None.

SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE
OR NEWSPAPER NOTICE

APPLICATION

None.

* SUBJECT TO CRA.
** EXPIRATION DATE IS THE DATE SPECIFIED IN THE NEWSPAPER NOTICE ONLY.

N/A - NOT AVAILABLE AT THIS TIME.



Type

4(c)(8)

4(©)(8)

4(©)(8)

4(c)(8)

Federal Reserve Bank of Chicago

Section III - Applications Subject to Federal Register
Notice Only cont’d

Application

Liberty Financial Corporation

West Des Moines, lowa
Liberty Leasing Company
West Des Moines, lowa

Liberty Financial Corporation

West Des Moines, Iowa
Liberty Mortgage Company
West Des Moines, lowa

Liberty Financial Corporation
West Des Moines, Iowa
L.S.B. Bancorp
Johnston, lowa

Liberty Financial Corporation

West Des Moines, Iowa
Liberty Loan Store, Inc.
West Des Moines, lowa

Comment Period

Ending Date

FR - 11-8-96

FR - 11-8-96

FR - 11-8-96

FR - 11-8-96



H.2

NOVEMBER 4, 1996 TQ NOVEMBER 9, 1996

PAGE 4

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

BANK HOLDING COMPANIES

Dallas

Cleveland

Minneapol is
Minneapolis
. Dallas

Chicago

Minneapolis

Minneapolis

First Baird Bancshares of Delaware, Inc., Dover,
Delaware -- to acquire First Munday Bancshares,
Inc., Munday, Texas, First Munday Bancshares of

. Delaware, Munday, Texas, and First National Bank in
Munday, Munday, Texas.

Approved, November 6, 1996.

. First Financial Corporation, Hamilton, Ohio -- to

acquire Farmers State Bancorp, Liberty, Indiana.
Approved, November 7,. 1996.

First Manistique Corporation, Manistique, Michigan --
to acquire UP Financial, Inc., Ontonagon, Michigan,
and First National Bank in Ontonagon.

Approved, November 5S, 1996.

First State Bancorp, Inc., La Crosse, Wisconsin -- to
-acquire First Bancorporation, Inc., Sparta,
Wisconsin.

Approved, November ‘4, 1996.

First Weatherford Bancshares, Inc. Weatherford,
, Texas .-~- to acquire First Munday Bancshares, Inc.,
Munday,.,, Texas.

‘Approved, November 6, 1996.

G.R. Bancorp, Ltd., Grand Ridge, Illinois -- to
acquire First. National Bank of Grand Ridge.
Approved, November 5, 1996.

Northern Plains Investment, Inc., Jamestown, North
Dakota ~- to acquire shares of Stutsman County
State Bank. :

‘Approved’, November. 2, 1996.

Norwest. Corporation, Minneapolis, Minnesota -- to
establish a joint venture, Central Federal Mortgage

+ Company,:.-State College, Pennsylvania, and
indirectly engage in residential mortgage lending
activities, with co-venturers Norwest Ventures,

* Inc.,. and RE/MAX Centre Realty.

"Permitted, November 5, 1996.



APPLICATIONS BULLETIN
(For the week ending November 9, 1996)

SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY

Received notice from Citizens Bancorp, Inc., Newport, KY *November 24, 1996
on November 1, 1996, of its intent to form a bank holding

company through its acquisition of the outstanding voting

shares of Citizens of Campbell County, Inc., Newport, KY.

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

NONE
SECTION II - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY
NONE

SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE
OR NEWSPAPER NOTICE

Notice filed by Provident Bancorp, Inc., Cincinnati, OH received on November 8, 1996, of its
intent to acquire Information Leasing Corporation and Procurement Alternatives Corporation,
both of Cincinnati, OH pursuant to Section 4(c)(8) of the Bank Holding Company Act.

* - Subject to CRA

N - Newspaper Comment Period

F - Federal Register Comment Period

# - Expected to End 30 Days from Date of Receipt



Federal Reserve Bank of Richmond

Section I - Applications Subject to Newspaper
Notice Only

Application Comment Period Ending Date

Centura Bank, Rocky Mount, North Carolina,

to establish branches inside Hannaford

Brothers stores at the following locations:

201 East Little Creek Road, Norfolk,

Virginia; 4692 Columbus Street, Virginia

Beach, Virginia; Princess Anne Road and

Lynnhaven Parkway, Virginia Beach, Virginia;

and Shore Road and Northampton Boulevard,

Virginia Beach, Virginia.* 11-22-96

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

Application Comment Period Ending Date
None.

Section III - Applications Subject to Federal Register Notice

Application Comment Period Ending Date

Crestar Financial Corporation, Richmond,

Virginia; First Union Corporation and Nations-

Bank Corporation, Charlotte, North Carolina;

Southern National Corporation and Wachovia

Corporation, Winston-Salem, North Carolina;

and Barnett Banks, Inc., Jacksonville, Florida,

to control over 5% of Southeast Switch, Inc.,

Maitland, Florida, after its merger with Alabama

Network, Inc., Birmingham, Alabama.* Not yet available.

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

Application

FCNB Bank, Frederick, Maryland, for permission
to reduce its capital stock.

The Middleburg Bank, Middleburg, Virginia, to

pay a dividend in excess of the statutory
limitation.

*Application is subject to CRA requirements.



H.2

NOVEMBER-4, 1996 TO NOVEMBER 9, 1996

PAGE 3

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

BANK HOLDING COMPANIES

Director, BS&R BankAmerica Corporation, San Francisco, California --

Chicago

St. Louis

Atlanta

Atlanta

Atlanta

Secretary

Dallas

determination that BA Securities may commence
underwriting and dealing in equity securities.
Granted, November 6, 1996.

Calumet Bancshares, inc., Brillion, Wisconsin -- to
acquire Calumet County Bank.
Approved, November 8, 1996.

Carlinville National Bank Shares, Inc., Carlinville,
Illinois -- to acquire Lincoln Trail Bancshares,
Inc., Taylorville, Illinois, and Palmer State Bank.

Approved, November 8, 1996.

Colonial BancGroup, Inc., Montgomery, Alabama --
notification of intent to acquire First Family
Financial Corporation, Eustis, Florida, and First
Family Bank, and engage in operating a savings
association.

Approved, November 5, 1996.

Deposit Guaranty Corporation, Jackson, Mississippi --
request for waiver of application to acquire
Jefferson Guaranty Bancorp, Inc., Metairie,
Louisiana, and Jefferson Guaranty Bank.

Granted, November 6, 1996.

Destin Bancshares, Inc., Destin, Florida -- to
acquire Destin Bank.
Approved, November 8, 1996.

Doniphan Bancshares, Inc., Doniphan, Nebraska -- to
acquire Bank of Doniphan.
Approved, November 9, 1996.

First Baird Bancshares, Inc., Baird, Texas -- to
acquire First Munday Bancshares, Inc., Munday,
Texas, First Munday Bancshares of Delaware, Munday,
Texas, and First National Bank in Munday, Munday,
Texas.

Approved, November 6, 1996.



Federal Reserve Bank of Kansas City

/Location

First State Bank of Newcastle
P.O. Box 910
Newcastle, Wyoming 82701-0910

Citizens Bank

P.O. Box 888
Lawton, Oklahoma 73502-0888

*Application is subject to CRA.

Exam Date

08/05/96

07/29/96

CRA Public CRA
Date Rating

11/05/96 Satisfactory

11/07/96 Satisfactory



Federal Reserve Bank of Chicago

Section II - Applications Subject to Both Newspaper and Federal

Register Notic :

Comment Period

Type Application Ending Date
3(a)(1) Liberty Financial Corporation* FR - 11-8-96
West Des Moines, Iowa NP - 11-12-96

L.B.T. Bancorporation
West Des Moines, Iowa
Liberty Bank and Trust
Lake Mills, lowa

B and K Bancorporation
West Des Moines, Iowa
Liberty Bank & Trust
Bloomfield, Iowa
Winnebago County Bancorporation
West Des Moines, Iowa
Liberty Bank and Trust
Forest City, Iowa

First Liberty Bancorp
West Des Moines, lowa
Liberty Bank and Trust
Mason City, lowa

BW3 Bancorporation

West Des Moines, lowa
Liberty Bank and Trust Company, N.A.
Pocahantas, Iowa

I.S.B. Bancorporation, Inc.
West Des Moines, Iowa
Liberty Bank and Trust
Woodbine, lowa

A.B.C. Bancorporation
Tucson, Arizona

Liberty Bank and Trust
Tucson, Arizona

3(a)(3) Columbus Bancorp, Inc.* FR - 11-1-96
Indianapolis, Indiana NP - 11-22-96
Salin Bank and Trust Company

Indianapolis, Indiana



H.2

NOVEMBER 4, 1996 TO NOVEMBER 9, 1996

PAGE 2

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; FRBO - Federal Reserve

Bank Operations; IF - International Finance; OSDM - Office of Staff Director

for Management
BANK BRANCHES, DOMESTIC

Richmond

Atlanta

St. Louis

Kansas City

Chicago

Philadelphia

BANK HOLDING COMPANIES

Kansas City

Minneapolis

Centura Bank, Rocky Mount, North Carolina -- to
establish branches in two Hannaford Brothers stores
in Charlotte, North Carolina, at the intersection
of Independence Boulevard and North Carolina
Route 51, and in Eastland Mall on Central Avenue.

Approved, November 7, 1996.

First Bank & Trust Co. of Tennessee, Johnson City,
Tennessee -- to establish a branch at 1314
Volunteer Parkway, Bristol, Tennessee.

Approved, November 4, 1996.

Mid-America Bank of Louisville and Trust Company,
Louisville, Kentucky -- to establish a branch at
9510 Brownsboro Road.

Approved, November 4, 1996.

St. Marys State Bank, St. Marys, Kansas -- to
establish a branch at 117 Highway 24, Rossville,
Kansas.

Approved, November 8, 1996.

Security Savings Bank, Farhamville, Iowa -- to
establish a branch at 320 Garfield Street.
Approved, November 8, 1996.

Twin Rivers Community Bank, Easton, Pennsylvania --
to establish a branch at 1003 West Broad Street,
Bethlehem, Pennsylvania.

Approved, November 8, 1996.

BancFirst Corporation, Oklahoma City, Oklahoma -- to
acquire Peoples State Bank, Tulsa, Oklahoma.
Approved, November 7, 1996.

Bancommunity Service Corporation, St. Peter,
Minnesota -- notification of intent to indirectly,
and Security Shares, Inc., directly, to engage de
novo in lending activities.

Permitted, November 7, 1996.



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section IV - Applications Not Subject to
Federal Register Notice or Newspaper Notice
(Continued)

Application

Notification by Faith Bank Holding Company, Faith, South Dakota,
to redeem 85% of its voting shares.

Norwest Bank Minnesota, N.A., Minneapolis, Minnesota, to establish
a branch in Grand Cayman Islands, British West Indies.



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 11/08/96
Section V - Availability of CRA Public Evaluations

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

Institution Location Examination Date Rating*
Community Bank of Nevada 1400 S. Rainbow Blvd. 7/15/96 Satisfactory

Las Vegas, NV 89102
(702) 878-0700

¥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 Jow- 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.



None

i

nN

Federal Reserve Bank of Chicago

: lication: subj Tal

Application



FEDERAL RESERVE BANK OF PHILADELPHIA

SECTION I - APPLICATIONS RECEIVED AND SUBJECT TO NEWSPAPER
NOTICE ONLY

NONE

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

NONE

SECTION III - APPLICATIONS RECEIVED AND SUBJECT TO FEDERAL
REGISTER NOTICE ONLY

NONE

SECTION IV - APPLICATIONS RECEIVED AND NOT SUBJECT TO FEDERAL
REGISTER NOTICE OR NEWSPAPER

NONE



AVAILABILITY OF CRA PUBLIC EVALUATIONS
(November 8, 1996)

The following state member banks have been examined by the Federal Reserve Bank of
Cleveland for compliance with The Community Reinvestment Act. A public evaluation document
became available from the bank(s) listed below during the week ended November 8, 1996. If you
are interested in obtaining a copy of an evaluation document, please contact the bank(s) directly.

There are four descriptive ratings for CRA:

OUTSTANDING: a bank 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: a bank 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: a bank 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 NON COMPLIANCE: a bank 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.

NONE