Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 13

Week Ending March 29, 2003

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions March 23, 2003 to March 29, 2003

Testimony And Statements

Financial Services Regulatory Relief Act -- statement by Governor Olson before the 

Subcommittee on Financial Institutions and Consumer Credit, House Committee on 

Financial Services.

- Published, March 27, 2003 

Forms

Bank Holding Company Financial Statements -- revision without extension of the 

Consolidated Financial Statements for Bank Holding Companies (FR Y-9C), Parent 

Company Only Financial Statements for Large Bank Holding Companies (FR Y-9LP), 

and Parent Company Only Financial Statements for Small Bank Holding Companies (FR 

Y-9SP).

- Approved, March 25, 2003 

Interagency Change in Bank Control Notices -- extension without revision of the 

Interagency Notice of Change in Bank Control, Interagency Notice of Change in Director 

or Senior Executive Officer, and Interagency Biographical and Financial Report (FR 

2081a, b, c).

- Approved, March 28, 2003 

Enforcement

Fifth Third Bancorp, Cincinnati, Ohio, and Fifth Third Bank -- written agreement dated 

March 26, 2003, with the Federal Reserve Bank of Cleveland and the Division of 

Financial Institutions, Ohio Department of Commerce.

- Announced, March 27, 2003 

(AC) = Addition or Correction Board - Page 1 of 1
March 23, 2003 to March 29, 2003

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 Systems

International Finance

Office of Staff Director for Management

H.2 Actions under delegated authority

Bank Branches, Domestic

AmSouth Bank, Birmingham, Alabama -- to establish branches at 360 West State Road 

436, Altamonte Springs, Florida, and 4095 Millenia Boulevard, Orlando.

- Approved, March 27, 2003 

Atlanta

Colonial Bank, Montgomery, Alabama -- to establish a branch at 6650 North McArthur 

Boulevard, Irving, Texas.

- Approved, March 28, 2003 

Atlanta

Comerica Bank, Detroit, Michigan -- to establish a branch at 1830 South Osprey 

Avenue, Sarasota, Florida.

- Approved, March 27, 2003 

Chicago

Compass Bank, Birmingham, Alabama -- to establish branches at the intersections of 4th 

Street Northwest and Griegos Road Northwest, Albuquerque, New Mexico; Cinco 

Ranch Boulevard and South Mason Road, Houston, Texas; Barker Cypress Road and 

State Highway 529; McCart Avenue and Sycamore School Road, Fort Worth; and West 

Magee Road and North LaCholla Boulevard, Tucson, Arizona.

- Approved, March 24, 2003 

Atlanta

Gateway Bank & Trust Co., Elizabeth City, North Carolina -- to establish branches at 

3001 Shore Drive, Virginia Beach, Virginia, and 713 Independence Boulevard.

- Approved, March 27, 2003 

Richmond

Peoples Bank, Lorenzo, Texas -- to establish a branch at 3801 34th Street, Lubbock.

- Approved, March 26, 2003 

Dallas

(AC) = Addition or Correction Delegated - Page 1 of 7
H.2 Actions under delegated authority March 23, 2003 to March 29, 2003

Bank Branches, Domestic

SouthTrust Bank, Birmingham, Alabama -- to establish a branch at 7455 Pinemire Drive, 

Oviedo, Florida.

- Approved, February 25, 2003 (AC)

Atlanta

SouthTrust Bank, Birmingham, Alabama -- to establish a branch at 3365 Cobb Parkway, 

Northwest, Acworth, Georgia.

- Approved, March 27, 2003 

Atlanta

Bank Holding Companies

Alabama National Bancorporation, Birmingham, Alabama -- to acquire Millennium Bank, 

Gainesville, Florida.

- Withdrawn, March 25, 2003 

Atlanta

American Trust Bancorp, Roswell, Georgia -- to become a bank holding company 

through the acquisition of American Trust Bank, a de novo bank.

- Withdrawn, March 28, 2003 

Atlanta

Cera Stichting VZW, Leuven, Belgium; Cera Beheersmaatschappij N.V., Cera Holding 

CVBA, Almancora CVA, Almanij N.V., KBC Bankverzekeringsholding N.V., and 

KBC Bank N.V. -- relief from a commitment.

- Granted, March 24, 2003 

New York

Charter One Financial, Inc., Cleveland, Ohio -- to acquire Advance Bancorp, Inc., 

Homewood, Illinois.

- Approved, March 28, 2003 

Cleveland

Community Banks of Georgia, Inc., Jasper, Georgia -- to become a bank holding 

company through the acquisition of Community Bank of Pickens County.

- Withdrawn, March 24, 2003 

Atlanta

(AC) = Addition or Correction Delegated - Page 2 of 7
H.2 Actions under delegated authority March 23, 2003 to March 29, 2003

Bank Holding Companies

FNB Corp., Asheboro, North Carolina -- to acquire Dover Mortgage Company, 

Charlotte, and thereby engage in originating, processing, underwriting, and selling 

mortgage loans.

- Approved, March 25, 2003 

Richmond

Greater Lakes Bancorp, Inc., Buffalo, New York -- to become a bank holding company 

with respect to Greater Buffalo Savings Bank.

- Approved, March 27, 2003 

New York

International Brotherhood of Boilermakers, Iron Ship Builders, Blacksmiths, Forgers and 

Helpers, Kansas City, Kansas -- to acquire shares of Brotherhood Bancshares, Inc., 

parent of The Brotherhood Bank and Trust Company.

- Approved, March 28, 2003 

Kansas City

J.P. Morgan Chase & Co., New York, New York -- to amend the articles of association 

of its Edge corporation subsidiary, J.P. Morgan International Finance Limited, Newark, 

Delaware, to increase its capital stock.

- Approved, March 17, 2003 (AC)

New York

JW Bancorp, Inc., Winchester, Illinois, and Iroquois Bancorp, Inc., Gilman -- for JW 

Bancorp, Inc. to become a bank holding company through the acquisition of John Warner 

Financial Corporation, Clinton, and The John Warner Bank, and for Iroquois Bancorp, 

Inc. to acquire shares of JW Bancorp, Inc., and thereby acquire John Warner Financial 

Corporation and The John Warner Bank.

- Approved, March 27, 2003 

Chicago

Reliance Bancshares, Inc., Des Peres, Missouri -- to acquire The Bank of Godfrey, 

Godfrey, Illinois.

- Approved, March 28, 2003 

St. Louis

(AC) = Addition or Correction Delegated - Page 3 of 7
H.2 Actions under delegated authority March 23, 2003 to March 29, 2003

Bank Holding Companies

Scott County Bancorp, Inc., Winchester, Illinois -- to acquire shares of JW Bancorp, 

Inc., and thereby acquire John Warner Financial Corporation, Clinton, and The John 

Warner Bank.

- Approved, March 27, 2003 

St. Louis

Banks, Foreign

Bancolombia, S.A., Medellin, Colombia -- to establish an agency in Miami, Florida.

- Approved, March 27, 2003 

Director, BS&R

Competitive Factors Reports

Advance Bank, Baltimore, Maryland -- report on competitive factors of the proposed 

merger with Berean Bank, Philadelphia, Pennsylvania.

- Submitted, March 24, 2003 

Richmond

American National Bank, Omaha, Nebraska -- report on competitive factors of the 

proposed merger with American National Bank, Lincoln.

- Submitted, March 24, 2003 

Kansas City

American State Bank & Trust Company, National Association, Great Bend, Kansas -- 

report on competitive factors of the proposed merger with The Farmers and Merchants 

State Bank, Macksville.

- Submitted, March 24, 2003 

Kansas City

Auburndale Co-operative Bank, Newton, Massachusetts -- report on competitive factors 

of the proposed merger with Newton South Co-operative Bank.

- Submitted, March 28, 2003 

Boston

(AC) = Addition or Correction Delegated - Page 4 of 7
H.2 Actions under delegated authority March 23, 2003 to March 29, 2003

Competitive Factors Reports

Charter One Bank, National Association, Cleveland, Ohio -- report on competitive 

factors of the proposed merger with Advance Bank, Lansing, Illinois.

- Submitted, March 28, 2003 

Cleveland

The Citizens Bank, Morehead, Kentucky -- report on competitive factors of the 

proposed purchase of the Owingsville branch of Integra Bank, N.A., Evansville, Indiana.

- Submitted, March 28, 2003 

Cleveland

Classic Bank Corporation, Ashland, Kentucky -- report on competitive factors of the 

proposed merger of Classic Bank and First Federal Savings Bank of Ironton, Ironton, 

Ohio.

- Submitted, March 28, 2003 

Cleveland

Farmers State Bank, Allen, Oklahoma -- report on competitive factors of the proposed 

merger with Allen Bancshares, Inc.

- Submitted, March 24, 2003 

Kansas City

First United Bank & Trust, Oakland, Maryland -- report on competitive factors of the 

proposed purchase of certain assets and assumption of certain liabilities of four West 

Virginia branches of The Huntington National Bank, Columbus, Ohio.

- Submitted, March 24, 2003 

Richmond

Mid America Bank, FSB, Clarendon Hills, Illinois -- report on competitive factors of the 

proposed merger with Fidelity Federal Savings Bank, Chicago.

- Submitted, March 26, 2003 

Chicago

U.S. Trust Company, National Association, Los Angeles, California -- report on 

competitive factors of the proposed merger with U.S. Trust Company, Greenwich, 

Connecticut.

- Submitted, March 24, 2003 

San Francisco

(AC) = Addition or Correction Delegated - Page 5 of 7
H.2 Actions under delegated authority March 23, 2003 to March 29, 2003

Extensions Of Time

Citibank, N.A., New York, New York -- extensions of time for its subsidiaries, Saudi 

American Bank, Riyadh, Saudi Arabia, and Citicorp Finance (Thailand) Limited, 

Bangkok, Thailand, to divest certain investments.

- Granted, March 25, 2003 

Secretary

RBC Centura Bank, Rocky Mount, North Carolina -- extension to May 13, 2003, to 

acquire and merge with Admiralty Bank, Palm Beach Gardens, Florida, and thereby 

establish branches.

- Granted, March 26, 2003 

Richmond

Financial Holding Companies

ASB Corporation, Jonesboro, Arkansas -- election to become a financial holding 

company.

- Effective, March 28, 2003 

St. Louis

Grand Bankshares, Inc., West Palm Beach, Florida -- election to become a financial 

holding company.

- Effective, March 28, 2003 

Atlanta

Sun Bancorp, Inc., Lewisburg, Pennsylvania -- election to become a financial holding 

company.

- Effective, March 24, 2003 

Philadelphia

International Operations

BNY International Financing Corporation, New York, New York -- waiver of remainder 

of notification period to invest in Pershing Limited, London, United Kingdom, and iNautix 

Technologies Mauritius, Mauritius, and thereby acquire their respective holdings.

- Granted, March 24, 2003 

Director, BS&R

(AC) = Addition or Correction Delegated - Page 6 of 7
H.2 Actions under delegated authority March 23, 2003 to March 29, 2003

International Operations

KRM Holdings, Inc., Albany, New York -- to invest in its subsidiary, KRM Leasing, 

Ltd., Hamilton, Bermuda.

- Approved, March 28, 2003 

Cleveland

Membership

Legacy Bank, Hinton, Oklahoma -- request to waive the six month's notice of withdrawal 

from membership in the Federal Reserve System.

- Granted, March 28, 2003 

Kansas City

Regulations And Policies

Regulation Z (Truth in Lending) -- revisions to the official staff commentary (Docket No. 

R-1136).

- Approved, March 28, 2003 

Director, C&CA

(AC) = Addition or Correction Delegated - Page 7 of 7
District 1

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, March 29, 2003 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period 

None 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application 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 ins titutions 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 Examination CRA CRA Exam type 

number Institution/Location date public date 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, March 29, 2003 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

FBSEA HSH Nordbank Aktiengesellschaft, Kiel, Germany, to establish 

and maintain a branch office in New York, New York. 

Newspaper – N/Avail 

FBSEA MacQuarie Bank Ltd., Sydney, Australia, to establish 

representative offices in New York, New York, and Houston, 

Texas. 

Newspaper – N/Avail 

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

Ending date of 

Type Application comment period 

CIC Troy Savings Bank Employee Stock Ownership Plan, Troy, Newspaper – 3/22/2003 

New York, to acquire up to 24.9% of the common stock of Troy Fed Reg – 4/02/2003 

Financial Corporation, Troy, New York. 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

4c8 DnB Holdings ASA, Olso, Norway , to continue to engage Fed Reg – 4/03/2003 

indirectly in certain financial and investment advisory activities 

by retaining its indirect investment in DnB Asset Management 

(US) Inc., New York, New York. 

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 o perate, 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 dir ectly 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 Examination CRA CRA Exam type 

number Institution/Location date public date 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, March 29, 2003 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period 

None 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application 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 regulati on 

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 Examination CRA CRA Exam type 

number Institution/Location date public date 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, March 29, 2003

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 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, March 29, 2003

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

Member Planters Bank & Trust Company of Virginia, Staunton, Virginia, 

for membership in the Federal Reserve System.
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 a re now available.

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

619327 Farmers Bank

50 East Windsor Boulevard

Windsor, Virginia 23487 -9402

01/13/2003 03/29/2003 S X

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, March 29, 2003 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

Branch SunTrust Bank, Atlanta, Georgia, to establish a branch located at 

the intersection of Mars Hills and Stilesboro Roads, Acworth, 

Georgia, to be known as the Brookstone Village Office.* 

Branch SunTrust Bank, Atlanta, Georgia, to establish a branch located at 

the intersection of Georgia Highway 74 and Holly Grove Road, 

Peachtree City, Georgia, to be known as the Wilshire Pavillion 

Office.* 

Branch SunTrust Bank, Atlanta, Georgia, to establish a branch located at 

2095 Highway 211, N. W., Braselton, Georgia, to be known as 

The Vineyards In-Store Office.* 

Branch SunTrust Bank, Atlanta, Georgia, to establish a branch located at 

2235 Glenwood Avenue, Atlanta, Georgia, to be known as the 

Publix at East Lake In -Store Office.* 

Branch SunTrust Bank, Atlanta, Georgia, to establish a branch located at 

2148 South Cobb Drive, Smyrna, Georgia, to be known as the 

Cobb Center In-Store Office.* 

Branch SunTrust Bank, Atlanta, Georgia, to establish a branch located at 

3317 Buford Highway, Atlanta, Georgia, to be known as the 

Northeast Plaza In-Store Office.* 

Branch SunTrust Bank, Atlanta, Georgia, to establish a branch located at 

3550 Centerville Highway, Lithonia, Georgia, to be known as 

the Publix at Centerville.* 

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

located at the intersection of Wildcat Reserve Parkway and 

South Daniels Park Road, Denver, Colo rado, to be known as the 

Denver-Wildcat Branch. * 

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

located at the intersection of West Peoria Avenue and I -17, 

Phoenix, Arizona, to be known as the Phoenix -Peoria Branch.* 

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

located at the intersection of East 6th Avenue and Chambers 

Road, Denver, Colorado, to be known as the Denver- Chambers 

Branch.* 

Newspaper - 04/04/2003 

Newspaper - 04/04/2003 

Newspaper - 04/04/2003 

Newspaper - 04/04/2003 

Newspaper - 04/04/2003 

Newspaper - 04/04/2003 

Newspaper - 04/04/2003 

Newspaper - 04/01/2003 

Newspaper - 04/01/2003 

Newspaper - 04/01/2003 
Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

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

located at the intersection of Southwest Highway 200 and 

Tarton, Ocala, Florida, to be known as the Ocala -Tarton 

Branch.* 

Newspaper-04/01/2003 

Branch Compass Bank, Birmingham, Alabama, to establish a bran ch 

located at the intersection of Dalrock Road and Highway 66, 

Dallas, Texas, to be known as the Dallas-Dalrock Branch.* 

Newspaper-04/01/2003 

Subject to provisions of the Community Reinvestment Act 

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

Ending date of 

Type Application comment period 

CIC Pinnacle Financial Corporation, Elberton, Georgia, after-the -fact 

change in control filed by L. Jackson McConnell, Sr., Patricia 

McConnell, The L. Jackson McConnell, Jr. Family Trust, the L. 

Jackson McConnell Sr. Retained Annuity Trust, L. Jackson 

McConnell, Jr. as custodian for Lawson C. McConnell, L. 

Jackson McConnell, Jr. as custodian for Mary Margaret 

McConnell, all of Elberton, Georgia, The Kathleen L. Korotzer 

Family Trust, Kathleen L. Korotzer as custodian for Turner J. 

Korotzer, Kathleen L. Korotzer as custodian for Nicholas C. 

Korotzer, all of Walnut Creek, California, Alice M. Eberhardt, 

Linton W. Eberhardt, III, The Linton W. Eberhardt, IV Family 

Trust, the Laura Eberhardt Stille Family Trust, and the Alice M. 

Eberhardt Retained Annuity Trust, all of Royston, Georgia, to 

retain 58.5 percent of the outstanding stock of Pinnacle 

Financial Corporation, and its subsidiary, Pinnacle Bank, both of 

Elberton, Georgia. 

Newspa per-N/Avail 

Fed Reg-N/Avail 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

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

Type Application 

24A Capital city Bank, Tallahassee, Florida, to increase its 

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 Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None 
District 7

Federal Reserve Bank of Chicago

Applications and notifications filed during the week ending Saturday, March 29, 2003 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

Branch First Banking Center, Burlington, Wisconsin, to establish a 

branch facility to be located at 203 Water Street, Shullsburg, 

Wisconsin.* 

18(c) & Branches Midwest Bank and Trust Company, Elmwood Park, Illinois, to 

merge with CoVest Banc, Nat ional Association, Des Plaines, 

Illinois, and thereby to establish branches at 749 Lee Street, Des 

Plaines, Illinois, 2601 West Schaumburg, Schaumburg, Illinois, 

and 770 West Dundee Road, Arlington Heights, Illinois.* 

Newspaper – 03/24/2003 

Newspaper – N/Avail 

* Subject to the provisions of the Community Reinvestment Act 

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

Ending date of 

Type Application comment period 

CIC Notice by Ronald W. Plassman, Fort Wayne, Indiana, to acquire 

an additional 1,360 shares or 34 percent and thereby increase his 

aggregate ownership to 54 percent, of Knisely Financial Corp., 

Butler, Indiana, and thereby indirectly acquire Knisely Bank, 

Butler, Indiana. 

CIC Notice by the Maurice Family (John M. Maurice, Cedar Rapids, 

Iowa; Steven P. Maurice, Mt. Vernon, Iowa; Dorothy D. 

Maurice, Cedar Rapids, Iowa; Jane Bohlin, Park Forest, Illinois; 

and James R. Maurice, Chicago, Illinois) to retain ownership of 

49.4% of MSB Corporation, Central City, Iowa, and 

individually by John M. Maurice to retain the power to vote 

41.2% of MSB Corporation. 

3(a)(5) Midwest Banc Holdings, Inc., Melrose Park, Illinois, to acquire 

100 percent of the voting shares of CoVest Bancshares, Inc., Des 

Plaines, Illinois, and thereby indirectly acquire CoVest Banc, 

National Association, Des Plaines, Illinois.* 

Fed Reg – 02/24/2003 

Newspaper – 03/31/2003 

Fed Reg – 04/09/2003 

Newspaper – 03/21/2003 

Fed Reg – N/Avail 

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

Ending date of 

Type Application comment period 

3(a)(3) National Bancshares, Inc., Bettendorf, Iowa, to acquire at least 

400,000 shares, or 33.56 percent of Benchmark Bancorp, Inc., 

Aurora, Illinois, and thereby indirectly Benchmark Bank, 

Aurora, Illinois.* 

Fed Reg – 04/18/2003 

Newspaper – N/Avail 

4(c)(8) Standard Bancshares, Inc., Hickory Hills, Illinois, to acquire 100 

percent of the voting shares of Security Financial Bancorp, Inc., 

St. John, Indiana, and thereby indirectly acquire Security Federal 

Bank and Trust, St. John, Indiana, and thereby operate a savings 

association.* 

Fed Reg – 04/18/2003 

Newspaper – 04/16/2003 

* Subject to the provisions of the Community Reinvestment Act 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

Membership Old Second Bank-Kane County (formerly Kane County Bank), 

Elburn, Illinois, to become a member of the Federal Reserve 

System. 

3(a)(1) Notice Wolf River Bancorp, Inc., Hortonville, Wisconsin, to become a 

bank holding company by acquiring 100 percent of the voting 

shares of Wolf River Community Savings Bank, Hortonville, 

Wisconsin. 

Membership The Yorkville National Bank, Yorkville, Illinois, to become a 

member of the Federal Reserve System. 
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 Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

464536 Town & Country Bank 11/18/2002 03/25/2003 S X 

100 Elm Street 

Buffalo, Illinois 62515 

(217) 364- 4406 

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, March 29, 2003 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

18C Branch Pulaski Bank and Trust Company, Little Rock, Arkansas, to Newspaper – 04/28/2003 

merge with The Munford Union Bank, Munford, Tennessee, and 

to retain the acquired facility as a branch office.* 

* Subject to the provisions of the Community Reinvestment Act 

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

Ending date of 

Type Application comment period 

3A3 Pulaski Investment Corporation, Little Rock, Arkansas, to 

acquire 100 percent of The Munford Union Bank, Munford, 

Tennessee.* 

CIC Notice by R.W. Butler Irrevocable Family Trust #1, Little Rock, 

Arkansas, to increase its control of First Paris Holding 

Company, Paris, Arkansas. Also , by Beth Eaton, Little Rock, 

Arkansas, Patricia Butler, Little Rock, Arkansas, and James T. 

Butler, Harrisburg, Arkansas, as trustees, to increase their 

individual direct and indirect ownership, control or the power to 

vote. (Previously submitted during the week ending March 22, 

2003) 

Newspaper – 04/28/2003 

Fed Reg – N/Avail 

Newspaper – 04/10/2003 

Fed Reg – 04/03/2003 

* Subject to the provisions of the Community Reinvestment Act 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application 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, i ncluding 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 i n 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 fro m 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 mem ber banks have been examined and their CRA public evaluations are now available. 

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

324854 Bank of Crockett 12/02/2002 03/25/2003 S X

Bells, Tennessee 

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, March 29, 2003

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18c & Bra nch First State Bank Southwest, Pipestone, Minnesota, to purchase 

the assets and assume the liabilities of the Edgerton and Leota, 

Minnesota, offices of Bremer Bank, National Association, 

Marshall, Minnesota, and incident thereto establish a branch 

facilit y at 423 Main Street, Leota, Minnesota.*

Newspaper – N/Avail

18c & Branch Security Bank Minnesota, Albert Lea, Minnesota to merge with 

First State Bank of Emmons, Emmons, Minnesota, and incident 

thereto establish a branch facility in Emmons, Minnesota.*

Newspaper – 04/16/2003

*Subject to the provisions of the Community Reinvestment Act.

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

Type Application

Ending date of

comment period

CIC Change in control notice by Cur tis J. Neumann to gain control of 

First Hawley Bancshares, Inc. Hawley, Minnesota, and thereby 

indirectly gain control of First National Bank, Hawley, 

Minnesota.

Fed Reg- 03/31/2003

Newspaper- 03/28/2003

CIC Change in control notice by Helen M. Olson to g ain control of 

First Hawley Bancshares, Inc. Hawley, Minnesota, and thereby 

indirectly gain control of First National Bank, Hawley, 

Minnesota.

Fed Reg-03/31/2003

Newspaper- 03/28/2003

CIC Change in control notice by the Neumann Family Limited 

Partnership of Detroit Lakes, Minnesota to gain control of First 

Hawley Bancshares, Inc. Hawley, Minnesota, and thereby 

indirectly gain control of First National Bank, Hawley, 

Minnesota.

Fed Reg- 03/31/2003

Newspaper- 03/28/2003
Section II – Applications subject to both newspaper and Federal Register notice

Type Application

Ending date of

comment period

CIC Change in control notice by the Ro bert E. Meyerson Revocable 

Trust and the Suzanne L. Meyerson Revocable Trust, to gain 

control of Cattail Bancshares, Inc., Atwater, Minnesota, and 

thereby indirectly gain control of State Bank of Kimball, 

Kimball, Minnesota, and Atwater State Bank, Atwater , 

Minnesota.

Fed Reg- 04/15/2003

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

None
Section V – Availability of CRA public evaluations

The Community Reinvestment Act is intended to encourage depository institutions to help meet th e 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

945950 Grand Marais State Bank, Grand 

Marais, Minnesota

12/09/2002 03/25/2003 S X

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, March 29, 2003 

Section I – Applications subject to newspaper notice only 

Type Application 

Ending date of 

comment period 

Branch Bank of Colorado, Fort Collins, Colorado, to establish a branch Newspaper - 03/31/2003 

at 111 South Rollie Avenue, Fort Lupton, Colorado. 

Branch Bank of Colorado, Fort Collins, Colorado, to establish a branch Newspaper - 03/27/2003 

at 3640 West 10 th Street, Greeley, Colorado. 

Branch First State Bank NM, Taos, New Mexico, to establish a branch Newspaper - 03/13/2003 

at 100 North Guadalupe Street, Santa Fe, New Mexico. 

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

Type Application 

3(a)(1) Hume Bancshares Acquisition Corp., Saint Louis, Missouri, to 

become a bank holding company through the acquisition of 100 

percent of the voting shares of Hume Bancshares, Inc., Hume, 

Missouri, parent of Hume Bank, Hume, Missouri. 

CIC Notice by M. Brian Yarrington, Thermopolis, Wyoming to 

acquire control of State Holding Company, parent of First State 

Bank of Thermopolis, both in Thermopolis, Wyoming. 

Ending date of 

comment period 

Newspaper - 04/19/2003 

Fed Reg - N/Avail 

Newspape r - N/Avail 

Fed Reg - N/Avail 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application 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 credi t 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 Res erve 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 exam ined and their CRA public evaluations are now available. 

RSSD Examination CRA CRA Exam type 

number Institution/Location date public date 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, March 29, 2003 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period

3(a)(1) BSA Bankshares, Inc., Abilene, TX, and BSA Delaware, Inc., 

Dover, DE, to acquire Bevans State Bank of Menard, Menard , 

TX* 

Fed Reg – 04/21/2003 

Newspaper – 04/19/2003 

3(a)(1) BSA Delaware, Inc., Dover, DE, to acquire Bevans State Bank 

of Menard, Menard, TX* 

Fed Reg – 04/21/2003 

Newspaper – 04/19/2003 

* Subject to the provisions of the Community Reinvestment Act 

Section III – Applications subject to Federal Register notice only 

Ending date of 

Type Application 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 evalua ted 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 Examination CRA CRA Exam type 

number Institution/Location date public date 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, March 29, 2003 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

None 

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

Ending date of 

Type Application comment period 

CIC Notice by Alan Wilber Rolley, Dallas, Texas, and Blake Alan Newspaper – N/Avail 

Rolley, Flagstaff, Arizona, acting in concert, to i ncrease their Fed Reg – 02/04/2003 

ownership up to 33.06 percent of Arizona Bancshares, Inc., 

Flagstaff, Arizona.* 

* Subject to the provisions of the Community Reinvestment Act 

Section III – Applications subject to Federal Registe r notice only 

Ending date of 

Type Application comment period 

None 

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

Type Application 

4(c)(8) Northrim Bancorp, Inc., Anchorage, Alaska, proposes to engage 

in a joint venture with Elliott Cove Capital, LLC, Seattle, 

Washington, to offer financial and investment advisory services 

pursuant to section 225.28(b)(6) of Regulation Y. 
Section V – Availability of CRA public evaluations 

The Community Reinvestment Act i s 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 u nder 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 Examination CRA CRA Exam type 

number Institution/Location date public date rating LrgBk SmBk 

None 

Section VI – CRA examinations scheduled for Quarter of 

Institution Location 

None