Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 43

Week Ending October 21, 2000

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions October 15, 2000 to October 21, 2000

Banks, Foreign

Banco Itau S.A., Sao Paolo, Brazil -- to establish a representative office in Miami, 

Florida.

- Approved, October 16, 2000 

Regulations And Policies

Fair Credit Reporting Act -- request for comment on proposed interagency rules to 

allow institutions to communicate certain information to their affiliates without 

incurring the obligations of consumer reporting agencies [Docket No. R-1082].

- Approved, September 29, 2000 (AC)

(AC) = Addition or Correction Board - Page 1 of 1
October 15, 2000 to October 21, 2000

BS&R

C&CA

FOMC

RBOPS

IF

OSDM

Banking Supervision and Regulation

Consumer and Community Affairs

Federal Open Market Committee

Reserve Bank Operations and Payment

International Fiance

Office of Staff Director for Management

H.2 Actions under delegated authority

Bank Branches, Domestic

Baylake Bank, Sturgeon Bay, Wisconsin -- to establish a mobile branch at 8240 

Highway 57, Brussels.

- Approved, October 16, 2000 

Chicago

The Chase Manhattan Bank, New York, New York -- to establish a branch at 201 

North FM 685, Pflugerville, Texas.

- Approved, October 20, 2000 

New York

Harris Trust Bank of Arizona, Scottsdale, Arizona -- to establish a branch at 2375 E. 

Camelback Road, Phoenix.

- Approved, October 19, 2000 

San Francisco

The Killbuck Savings Bank Company, Killbuck, Ohio -- to establish a branch at 

21841 Plank Road, Howard.

- Approved, October 16, 2000 

Cleveland

Maquoketa State Bank, Maquoketa, Iowa -- to establish a branch at 16 West Benton 

Street, Andrew.

- Approved, October 20, 2000 

Chicago

Republic First Bank of Delaware, Wilmington, Delaware -- to establish a branch at 

824 Market Street.

- Approved, October 20, 2000 

Philadelphia

SunTrust Bank, Atlanta, Georgia -- to establish a branch at 15 Spradlin Farm Drive, 

Christiansburg, Virginia.

- Approved, October 18, 2000 

Atlanta

(AC) = Addition or Correction Delegated - Page 1 of 8
H.2 Actions under delegated authority October 15, 2000 to October 21, 2000

Bank Holding Companies

BB&T Corporation, Winston-Salem, North Carolina -- to merge with FCNB Corp., 

Frederick, Maryland.

- Approved, October 19, 2000 

Richmond

Calumet Bancorporation, Inc., Chilton, Wisconsin -- to acquire State Bank of 

Stockridge, Stockridge.

- Withdrawn, October 16, 2000 

Chicago

Capitol Bancorp, Ltd., Lansing, Michigan; and Sun Community Bancorp Limited, 

Phoenix, Arizona -- to acquire shares of Yuma Community Bank, Yuma, Arizona, a 

de novo bank.

- Approved, October 18, 2000 

Chicago

Capitol Bancorp, Ltd., Lansing, Michigan; Sun Community Bancorp Limited, 

Phoenix, Arizona; and Sunrise Capital Corporation, Albuquerque, New Mexico -- to 

acquire shares of Sunrise Bank of San Diego, San Diego, California, a de novo bank.

- Withdrawn, October 19, 2000 

Chicago

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

- Approved, October 16, 2000 

Atlanta

Cumberland Bancorp, Inc., Nashville, Tennessee, and InsCorp, Inc. -- to acquire 

Insurors Bank of Tennessee, and for Insurors Bank to become a member of the 

Federal Reserve System.

- Approved, October 16, 2000 

Atlanta

Elmer Bancorp, Inc., Elmer, New Jersey -- to become a bank holding company 

through the acquisition of The First National Bank of Elmer.

- Approved, October 19, 2000 

Philadelphia

(AC) = Addition or Correction Delegated - Page 2 of 8
H.2 Actions under delegated authority October 15, 2000 to October 21, 2000

Bank Holding Companies

F & M Financial Services, Inc., Preston, Minnesota -- to acquire MDS On-line, LLC, 

La Crosse, Wisconsin, and thereby engage in data processing activities.

- Approved, October 18, 2000 

Minneapolis

Ogden BancShares, Inc., Ogden, Iowa -- to acquire Ames Community Bank, Ames, 

a de novo bank, and for Ames Community Bank to become a member of the Federal 

Reserve System.

- Approved, October 20, 2000 

Chicago

PAB Bankshares, Inc., Valdosta, Georgia -- to retain ownership of Baxley Federal 

Savings Bank, FSB, Baxley, on conversion to a state-chartered bank.

- Approved, October 19, 2000 

Atlanta

Prime Financial Services, Inc., Lynwood, Washington -- to become a bank holding 

company through the acquisition of Prime Pacific Bank, N.A.

- Approved, October 17, 2000 

San Francisco

The Sumitomo Bank, Limited, Osaka, Japan -- to merge with The Sakura Bank, 

Limited, Tokyo, and thereby acquire Manufacturers Bank, Los Angeles, California, 

and to acquire Sakura's U.S. nonbanking subsidiaries.

- Approved, October 20, 2000 

San Francisco

Whitney Holding Corporation, New Orleans, Louisiana -- to merge with First 

Ascension Bancorp, Inc., Gonzales, and thereby acquire First National Bank of 

Gonzales.

- Approved, October 16, 2000 

Atlanta

(AC) = Addition or Correction Delegated - Page 3 of 8
H.2 Actions under delegated authority October 15, 2000 to October 21, 2000

Bank Mergers

Bank of Tazewell County, Tazewell, Virginia -- to acquire the Abingdon, Marion, 

and Wytheville branches of AmSouth Bank, Birmingham, Alabama.

- Approved, October 18, 2000 

Richmond

Bankwest of Kansas, Goodland, Kansas -- to merge with Citizens State Bank, 

Keenesburg, Colorado, and to establish a branch at 100 South Main Street.

- Approved, October 19, 2000 

Kansas City

The Community Bank, Petersburg, Virginia -- to merge with County Bank of 

Chesterfield, Midlothian, and Commerce Bank of Virginia, Richmond.

- Approved, October 20, 2000 

Richmond

Community Banks of Southern Colorado, Rocky Ford, Colorado -- to merge with 

First National Bank in Walsenburg, Walsenburg, and to establish additional branches.

- Approved, October 19, 2000 

Kansas City

First American Bank and Trust Company, Purcell, Oklahoma -- to merge with First 

American Bank, N.A., Woodward, and to establish a branch at 2220 Oklahoma 

Avenue.

- Approved, October 16, 2000 

Kansas City

People First Bank, Hennessey, Oklahoma -- to merge with American Heritage Bank, 

El Reno, and Citizens Bank of Tulsa, Tulsa, and to establish branches.

- Approved, October 19, 2000 

Kansas City

Banks, Nonmember, And Miscellaneous Institutions

Pacific Southwest Bank, Corpus Christi, Texas -- deregistration under Regulation U.

- Approved, October 17, 2000 

Dallas

(AC) = Addition or Correction Delegated - Page 4 of 8
H.2 Actions under delegated authority October 15, 2000 to October 21, 2000

Capital Stock

Arvest State Bank, Tulsa, Oklahoma -- to invest in the capital stock and participate 

in the credit card program of Security BankCard Center, Inc., Norman.

- Approved, October 20, 2000 

St. Louis

Competitive Factors Reports

Bank Audi (U.S.A.), New York, New York -- report on competitive factors of the 

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

American Bank.

- Submitted, October 17, 2000 

New York

Bank of Latah, Santa Maries, Idaho -- report on competitive factors of the proposed 

acquisition of the branch of Bank of Pullman, Moscow, located in Palouse, 

Washington.

- Submitted, October 17, 2000 

San Francisco

BNC National Bank of Minnesota, Minneapolis, Minnesota -- report on competitive 

factors of the proposed merger with BNC National Bank, Bismarck, North Dakota.

- Submitted, October 16, 2000 

Minneapolis

Chicago Community Bank, Chicago, Illinois; and Archer Bank -- reports on 

competitive factors of the proposed merger with Argo Federal Savings Bank, FSB, 

Summit.

- Submitted, October 18, 2000 

Chicago

First Citizens Bank and Trust Company of South Carolina, Columbia, South 

Carolina -- report on competitive factors of the proposed purchase of certain assets 

and assumption of deposit liabilities of the Anderson, Hartsville, Orangeburg, 

Spartanburg, Walhalla, Williamson, and Winnsboro branches of First Union National 

Bank, Charlotte, North Carolina.

- Submitted, October 20, 2000 

Richmond

(AC) = Addition or Correction Delegated - Page 5 of 8
H.2 Actions under delegated authority October 15, 2000 to October 21, 2000

Competitive Factors Reports

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

proposed merger with Sterling City National Interim Bank.

- Submitted, October 20, 2000 

Dallas

Firstar Bank, National Association, Cincinnati, Ohio -- report on competitive factors 

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

County Bank, Rehoboth Beach, Delaware.

- Submitted, October 18, 2000 

Chicago

Fort Davis State Bank, Fort Davis, Texas -- report on competitive factors of the 

proposed merger with FDB Acquisition Corporation.

- Submitted, October 18, 2000 

Dallas

Interim Henry County Bank, Inc., Pleasureville, Kentucky -- report on competitive 

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

of the Pleasureville and Eminence branches of USAccess Bank, Inc., Louisville.

- Submitted, October 17, 2000 

St. Louis

Mutual Federal Savings Bank, Muncie, Indiana -- report on competitive factors of 

the proposed merger with First Federal Savings Bank of Marion, Marion.

- Submitted, October 18, 2000 

Chicago

National Bank of Daingerfield, Daingerfield, Texas -- report on competitive factors 

of the proposed acquisition of the 101 West Main Street, Omaha, Texas, branch of 

Gladewater National Bank, Gladewater.

- Submitted, October 20, 2000 

Dallas

(AC) = Addition or Correction Delegated - Page 6 of 8
H.2 Actions under delegated authority October 15, 2000 to October 21, 2000

Competitive Factors Reports

The National Bank of Sussex County, Branchville, New Jersey -- report on 

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

certain liabilities of the Route 206 North branch of Oritani Savings Bank, 

Hackensack.

- Submitted, October 17, 2000 

New York

Sabine State Bank and Trust Company, Many, Louisiana -- report on competitive 

factors of the proposed merger with Bank of Saline, Saline.

- Submitted, October 20, 2000 

Dallas

Signature Bank, Bad Axe, Michigan -- report on competitive factors of the proposed 

acquisition of the Caro branch of TCF National Bank, Minneapolis, Minnesota.

- Submitted, October 18, 2000 

Chicago

Superior Savings of New England, N.A., Branford, Connecticut -- report on 

competitive factors of the proposed acquisition of the Tremont Avenue branch, 

Bronx, New York, from North Fork Bank, Mattituck.

- Submitted, October 16, 2000 

Boston

Extensions Of Time

Commfirst Bancorporation, Inc., South Sioux City, Nebraska -- extension to 

February 3, 2001, to acquire Robuck, Inc.

- Granted, October 17, 2000 

Kansas City

The Farmers State Bank of Fort Morgan, Colorado ESOP, Fort Morgan, 

Colorado -- extension to June 5, 2001, to increase its ownership in FSB 

Bancorporation of Fort Morgan.

- Granted, October 3, 2000 (AC)

Kansas City

(AC) = Addition or Correction Delegated - Page 7 of 8
H.2 Actions under delegated authority October 15, 2000 to October 21, 2000

Extensions Of Time

First Bancshares Corporation, Gladstone, Michigan -- extension to January 19, 2001, 

to acquire additional shares of Baybank Corporation.

- Granted, October 18, 2000 

Minneapolis

M&I Thunderbird Bank, Phoenix, Arizona -- extension to May 12, 2001, to establish 

a branch at 19th Avenue and Mohawk Lane.

- Granted, October 16, 2000 

San Francisco

Zions Bancorporation, Salt Lake City, Utah -- extension to January 25, 2001, to 

increase its investment in Garban-Intercapital plc, London, England.

- Granted, October 20, 2000 

San Francisco

Financial Holding Companies

Poca Valley Bankshares, Inc., Walton, West Virginia -- election to become a 

financial holding company.

- Effective, October 18, 2000 

Richmond

Sky Financial Group, Inc., Bowling Green, Ohio -- election to become a financial 

holding company.

- Effective, October 20, 2000 

Cleveland

Terrapin Bancorp, Inc., Elizabeth, Illinois -- election to become a financial holding 

company.

- Effective, October 17, 2000 

Chicago

Membership

Citizens Bank of Velma, Velma, Oklahoma -- membership in the Federal Reserve 

System.

- Approved, October 20, 2000 

Kansas City

(AC) = Addition or Correction Delegated - Page 8 of 8
District 1

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, October 21, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(1) Northwest Mutual Holding Company, Winsted, Connecticut -

application to become a mutual holding company through the

acquisition of Northwest Community Bank, also of Winsted,

Connecticut

Newspaper - 11/17/2000

Fed Reg - N/Avail

3(a)(1) Litchfield Mutual Holding Company, Litchfield, Connecticut -

to become a mutual holding company through the acquisition of

Litchfield Bancorp, also of Litchfield, Connecticut

Newspaper - 11/17/2000

Fed Reg - N/Avail

3(a)(5) Connecticut Mutual Holding Company, successor to Northwest

Mutual Holding Company, Winsted, Connecticut - application to

merge with Litchfield Mutual Holding Company, Litchfield,

Connecticut

Newspaper - 11/17/2000

Fed Reg - N/Avail

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 2

Federal Reserve Bank of New York

Applications and notifications filed during the week ending Saturday, October 21, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

4(c)(8) Dresdner Bank Aktiengesellschaft, Frankfurt, Germany, to

acquire Wasserstein Perella Group, Inc., New York, New York.

Newspaper – N/Avail

Fed Reg – N/Avail

3(a)(5)(a),

3(a)(3)(a),

18CNEW, BKBR,

4(c)(8)THE

Chase Manhattan Corporation, New York, New York, (i) to

merge J.P. Morgan & Co., Inc., New York, New York, with and

into Chase; (ii) for Chase and Morgan to each acquire an option

to acquire 19.9 percent of the voting shares of the other; (iii) for

Chase to acquire J.P. Morgan FSB, Palm Beach, Florida; (iv) to

merge Morgan Guaranty Trust Company of New York, New

York, New York, with and into Chase Manhattan Bank, New

York, New York; (v) for Chase Manhattan Bank to establish

additional branches as a result of its merger with Morgan

Guaranty Trust Company.

Newspaper – N/Avail

Fed Reg – 11/06/2000

3(A)(1)(RN) Somerset Hills Bancorp to become a one bank holding company

w/r/t The Bank of Somerset Hills, both of Bernardsville, New

Jersey.

Newspaper – N/Avail

Fed Reg – N/Avail

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Bank Hapoalim B.M., et al, to engage directly on a de novo

basis, through Signature Securities Group Corporation, in

agency transactional services for customer investments, and

financial and investment advisory activities.

Fed Reg – N/Avail
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 3

Federal Reserve Bank of Philadelphia

Applications and notifications filed during the week ending Saturday, October 21, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 4

Federal Reserve Bank of Cleveland

Applications and notifications filed during the week ending Saturday, October 21, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(3) Received application from F.N.B. Corporation, Hermitage, PA

on 10/16/2000 to acquire up to 20.00 perrcent of the outstanding

voting shares of Sun Bancorp, Inc., Selinsgrove, PA.*

Fed Reg – 10/17/2000

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, October 21, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

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

504 E. Ridgeville Boulevard, Mt. Airy, Maryland.*

Newspaper - 10/30/2000

*Subject to the provisions of the Community Reinvestment Act.

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

Type Application

Ending date of

comment period

3(a)(5) FNB Corporation, Christiansburg, Virginia, to merge with

CNB Holdings, Inc., Pulaski, Virginia.*

Fed Reg - 10/17/2000

Newspaper - 10/13/2000

4(c)(8) FNB Corporation, Christiansburg, Virginia, to acquire

Southwest Virginia Bancshares, Inc., Roanoke, Virginia.*

Fed Reg - 11/03/2000

Newspaper - 10/28/2000

CIC Change in Control Notice filed by James L. Pitrolo, Jr.,

John B. Pitrolo, Joyce Keefover and Janice Cota with

respect to Heritage Banchsares Inc., Mannington, West

Virginia.*

Fed Reg - N/Avail

Newspaper - 10/31/2000

*Subject to the provisions of the Community Reinvestment Act.

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

2787770 *Bank of the James

 615 Church Street

 Lynchburg, Virginia 24504

07/17/2000 09/22/2000 S X

*Inadvertently omitted from Bulletin for week ending September 23, 2000.

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week ending Saturday, October 21, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Colonial Bank, Montgomery, Alabama, to establish a branch

located at 7990 Vaughn Road, Montgomery, Alabama.

10/18/2000*

Branch Compass Bank, Birmingham, Alabama, to establish a branch

located in the Albertson’s store located at the intersection of

Ellsworth Road and Baseline Road, Mesa, Arizona.

11/01/2000*

18(c) Compass Bank, Birmingham, Alabama, to merge with Firstate

Bank, Kimball, Nebraska.

11/18/2000*

18(c) Compass Bank, Birmingham, Alabama, to merge with FirsTier

Bank, Northglenn, Colorado.

11/15/2000*

*Subject to provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(5) Compass Bancshares, Inc., Birmingham, Alabama, to merge

with FirsTier Corporation, Northglenn, Colorado, and thereby

directly acquire Firstate Bank, Kimball, Nebraska, and FirsTier

Bank, Northglenn, Colorado.

Fed Reg - 11/17/2000*

3(a)(3) Southern Community Bancorp, Orlando, Florida, to acquire

Southern Community Bank of Southwest Florida, Bonita

Springs, Florida (in organization).

N/Avail*

CIC Banque of Maringouin Holding Company, Maringouin,

Louisiana, prior change in control notice by Mr. Nathan

Carriere, Mrs. Peggy Smith Carriere, Mr. Alton B. Smith, and

Mrs. Luella D. Smith, all of Maringouin, Louisiana, to

collectively acquire up to 5.66 percent of the outstanding shares

of Banque of Maringouin Holding Company, Maringouin,

Louisiana. Their total ownership will equal up to 22.66 percent.

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

Type Application

Ending date of

comment period

CIC Tennessee State Bancshares, Inc., Pigeon Forge, Tennessee,

prior change in control notice by Mr. Alfred Newman to acquire

57.1 percent of the outstanding shares of Tennessee State

Bancshares, Inc., Pigeon Forge, Tennessee. Total ownership

will equal 57.3 percent.

N/Avail

*Subject to provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

4(c)(8) Covenant Bancgroup, Inc., Leeds, Alabama, prior notice to

engage in agency transactional services for customer

investments.

WAIVR SouthTrust Corporation, Birmingham, Alabama, application

waiver request for the proposed acquisition of First Bank

Holding Company, Tallahassee, Florida, and indirect acquisition

of First Bank, Tallahassee, Florida.
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

570231 Colonial Bank

Post Office Box 1108

Montgomery, Alabama 36101

(334) 240-5000

02/28/2000 10/19/2000 S X

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 7

Federal Reserve Bank of Chicago

Applications and notifications filed during the week ending Saturday, October 21, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) &

 Branches

M&I Marshall & Ilsley Bank, Milwaukee, Wisconsin, for prior

approval to merge with M&I Bank of Racine, Racine; M&I

Bank of Burlington, Burlington; M&I Lake Country Bank,

Hartland; M&I First National Bank, West Bend; M&I Bank of

Menomonee Falls, Menomonee Falls; and M&I Northern Bank,

Brookfield, all of Wisconsin; and thereby establish 30 branch

offices.*

Newspaper – 11/04/2000

18(c) &

 Branches

Harris Trust Bank of Arizona, Scottsdale, Arizona, for prior

approval to merge with Century Bank, Scottsdale, Arizona, and

thereby establish branches at the following locations: 100 East

Street, Carefree, Arizona; 19828 North 27th Avenue, Phoenix,

Arizona and 34525 North Scottsdale Road, Scottsdale,

Arizona.*

Newspaper – N/Avail

Branch Citizens Bank, Flint, Michigan, for prior approval to establish a

branch at Brighton/Riverbend Office Center, 7701 Grand River

Road, Suite #1, Brighton, Michigan.*

Newspaper - N/Avail

* Subject to the provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

3(a)(1) ULLICO Inc., Washington, D.C., for prior approval to become a

bank holding company through the acquisition of 100 percent of

the voting shares of Amalgamated Investments Company,

Chicago, Illinois and thereby indirectly acquire Amalgamated

Bank of Chicago, Illinois.*

Fed Reg – 10/26/2000

Newspaper – 10/23/2000

3(a)(5) Merchants and Manufacturers Bancorporation, Inc., New Berlin,

Wisconsin, for prior approval to acquire 100 percent of the

voting shares of CBOC, Inc., Oconto Falls, Wisconsin and

thereby indirectly acquire Community Bank of Oconto County,

Oconto Falls, Wisconsin.*

Fed Reg – 11/13/2000

Newspaper – 10/30/2000
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

3(a)(5) Merchants Merger Corp., New Berlin, Wisconsin, for prior

approval to acquire 100 percent of the voting shares of CBOC,

Inc., Oconto Falls, Wisconsin and thereby indirectly acquire

Community Bank of Oconto County, Oconto Falls, Wisconsin.*

Fed Reg – 11/13/2000

Newspaper – 10/30/2000

3(a)(1) Yankee Ridge, Inc., Allerton, Illinois, for prior approval to

become a bank holding company through the acquisition of 100

percent of the voting shares of State Bank of Allerton, Allerton,

Illinois and to acquire 100 percent of the voting shares of Philo

Exchange Bank, Philo, Illinois.*

Fed Reg – N/Avail

Newspaper – N/Avail

CIC Notification by Scot A. Wall, as Trustee of the Trust, of a

Change in Control of Cashton Bancshares, Inc., Cashton,

Wisconsin.

Fed Reg - 08/24/2000

Newspaper - 08/22/2000

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

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

intent to redeem up to 350 shares or 36.34 percent of its

outstanding voting shares
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 8

Federal Reserve Bank of St. Louis

Applications and notifications filed during the week ending Saturday, October 21, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

§24A FR Act Notice by Heber Springs State Bank, Heber Springs, Arkansas,

to make an additional investment in bank premises.
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 9

Federal Reserve Bank of Minneapolis

Applications and notifications filed during the week ending Saturday, October 21, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 10

Federal Reserve Bank of Kansas City

Applications and notifications filed during the week ending Saturday, October 21, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) / Branch Bank of Colorado, Fort Lupton, Colorado, for prior approval to

purchase the assets and assume the liabilities of Bank of

Colorado – Western Slope, Grand Junction, Colorado, and

incident thereto, to establish four additional branches.

Newspaper – N/Available

Branch Sheridan State Bank, Sheridan, Wyoming, for prior approval to

establish a branch at the Albertson’s grocery store located at

1865 Coffeen Avenue, Sheridan, Wyoming.

Newspaper – 11/02/2000

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

Type Application

Ending date of

comment period

4(c)(8)LLE /

3(a)(3) /

4(c)(8)LLEX /

3(a)(1)

4(c)(8)LLEX

Wilber Corporation, Wilber, Nebraska, for prior approval to

engage in insurance related activities through the acquisition of

Saline State Insurance Agency, LLC, Wilber, Nebraska; and to

redeem 713 shares of its own voting stock. For SSB

Management LLC, Wilber, Nebraska to become a bank holding

company through the acquisition of 22.22 percent of the voting

shares of Wilber Co., Wilber, Nebraska, and to indirectly engage

in general insurance activities. For First National Johnson

Bancshares, Inc., Johnson, Nebraska, to acquire 22.22 percent of

the voting shares of Wilber Co., Wilber, Nebraska and thereby

indirectly acquire Saline State Bank, Wilber, Nebraska, and to

indirectly engage in general insurance activities.

Newspaper – N/Available

FedReg – 11/17/2000

3(a)(1) TTAC Corporation, Manhattan, Kansas, for prior approval to

become a bank holding company through the acquisition of 100

percent of the voting shares of Community First National Bank,

Manhattan, Kansas, a de novo bank in organization.

Newspaper – 11/12/2000

FedReg – 11/17/2000

3(a)(3) Wilber Corporation, Wilber, Nebraska, for prior approval to

acquire 23.34 percent of the voting shares of NebraskaLand

Financial Services, Inc., North Platte, Nebraska, and thereby

indirectly acquire NebraskaLand National Bank, North Platte,

Nebraska.

Newspaper – N/Available

FedReg – 11/17/2000
Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

S/R Wilber Corporation, Wilber, Nebraska, for prior approval to

redeem 713 shares of its own voting stock.

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 11

Federal Reserve Bank of Dallas

Applications and notifications filed during the week ending Saturday, October 21, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(1) Community Bancshares Company, Colfax, LA, to acquire

Colfax Banking Company, Colfax, LA*

(previously reported the week ending October 14, 2000)

Fed Reg – 11/14/2000

Newspaper – 11/13/2000

CIC Wendell Don Sapaugh, Sulphur Springs, TX, only notificant, to

acquire an interest in

Sulphur Springs Bancshares, Inc., Sulphur Springs, TX

Fed Reg – 11/08/2000

Newspaper – N/Avail

3(a)(1) OSB Financial Services, Inc., Orange, TX, to acquire

OSB Delaware Financial Services, Inc., Dover, DE, and

Orange Savings Bank, SSB, Orange, TX*

Fed Reg – N/Avail

Newspaper – N/Avail

3(a)(1) OSB Delaware Financial Services, Inc., Dover, DE, to acquire

Orange Savings Bank, SSB, Orange, TX*

Fed Reg – N/Avail

Newspaper – N/Avail

*Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

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

Type Application

3(a)(1) First Community Capital Corporation, Houston, TX, to acquire

First Community Capital Corporation of Delaware, Inc.,

Wilmington, DE, and

First Community Bank, N.A., Houston, TX*

3(a)(1) First Community Capital Corporation of Delaware, Inc.,

Wilmington, DE, to acquire

First Community Bank, N.A., Houston, TX*

*Subject to the provisions of the Community Reinvestment Act

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 12

Federal Reserve Bank of San Francisco

Applications and notifications filed during the week ending Saturday, October 21, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(1) UFJ Holdings, Inc., Osaka, Japan, to become a bank holding

company by acquiring The Sanwa Bank, Limited, Osaka, Japan,

and The Tokai Bank, Limited, Nagoya, Japan. *

Newspaper - N/Avail

Fed Reg - N/Avail

3(a)(5) Humboldt Bancorp, Eureka, California, to merge with Tehama

Bancorp, Red Bluff, California. *

Newspaper - N/Avail

Fed Reg - N/Avail

* Subject to the provisions of the Community Reinvestment Act

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) UFJ Holdings, Inc., Osaka, Japan, to engage indirectly in certain

nonbanking activities by acquiring The Sanwa Bank, Limited,

Osaka, Japan, and The Toyo Trust and Banking Company,

Limited, Tokyo, Japan.

Fed Reg - N/Avail

4(c)(8) Humboldt Bancorp, Eureka, California, to engage in leasing

activities by acquiring Bancorp Financial Services, Inc.,

Sacramento, California.

Fed Reg - N/Avail
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

3(a)(5)(C) Charter Financial Corporation to become a bank holding

company by acquiring Charter Bank, both of Bellevue,

Washington.

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None