Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 53

Week Ending December 30, 2000

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions December 24, 2000 to December 30, 2000

Bank Holding Companies

Citigroup Inc., New York, New York -- petition to prohibit Citigroup from engaging 

in additional financial activities after its acquisition of Associates First Capital 

Corporation.

- Returned, December 20, 2000 (AC)

(AC) = Addition or Correction Board - Page 1 of 1
December 24, 2000 to December 30, 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

Area Bank, Owensboro, Kentucky -- to establish a branch at 2750 Nashville Road, 

Bowling Green.

- Approved, December 28, 2000 

St. Louis

Bank of York, York, Alabama -- to establish a branch at 714-716 North Washington 

Street, Livingston.

- Approved, December 28, 2000 

Atlanta

F&M Bank-Richmond, Richmond, Virginia -- to establish a branch at 7016 

Mechanicsville Turnpike, Mechanicsville.

- Approved, December 28, 2000 

Richmond

Bank Holding Companies

Bayerische Hypo Und Vereinsbank AG, Munich, Germany -- to acquire nine 

nonbank subsidiaries with U.S. operations of Bank Austria AG, Vienna, Austria, and 

thereby engage in the following activities: corporate finance and commercial lending, 

investment advisory, securities brokerage, private placement, riskless principal, 

community development, and equipment leasing.

- Approved, December 28, 2000 

New York

Carlson Bancshares, Inc., West Memphis, Arkansas -- to acquire Lakeside 

Bancshares, Inc., Hughes, and its subsidiary, Planters National Bank.

- Approved, December 29, 2000 

St. Louis

(AC) = Addition or Correction Delegated - Page 1 of 6
H.2 Actions under delegated authority December 24, 2000 to December 30, 2000

Bank Holding Companies

Charter Bancshares, Inc., Corpus Christi, Texas, and Charter IBHC, Inc., 

Wilmington, Delaware -- for Charter IBHC to become a bank holding company 

through the acquisition of Charter Bank-Northwest, Corpus Christi, Texas; and for 

Charter Bancshares to become a bank holding company through the acquisition of 

both institutions.

- Approved, December 28, 2000 

Dallas

City National Corporation, Beverly Hills, California -- to acquire Reed, Conner & 

Birdwell, Inc., Los Angeles, and thereby engage in financial and investment advisory 

services and certain administrative services for open-end investment companies.

- Approved, December 27, 2000 

Secretary

Community First Bancshares, Inc., Union City, Tennessee -- to purchase certain 

assets and assume certain liabilities of three finance company offices of Southern 

Financial, Inc., Brentwood, and thereby engage in extending credit and servicing 

loans.

- Approved, December 27, 2000 

St. Louis

Cornerstone Financial Services Group, Inc., Ottumwa, Iowa -- to engage de novo in 

extending credit and servicing loans.

- Approved, December 28, 2000 

Chicago

Fifth Third Bancorp, Cincinnati, Ohio -- commenter's request to extend the comment 

period for the proposed acquisition of Capital Holdings, Inc., Sylvania, and the 

proposed merger of Fifth Third Bank, Western Ohio, Dayton, with Capital Bank, 

N.A., Sylvania.

- Denied, December 26, 2000 

Secretary

First National Bank of Nevada Holding Company, Scottsdale, Arizona -- to acquire 

Rocky Mountain Bank, Chandler.

- Approved, December 28, 2000 

San Francisco

(AC) = Addition or Correction Delegated - Page 2 of 6
H.2 Actions under delegated authority December 24, 2000 to December 30, 2000

Bank Holding Companies

Holland Bancorp, Inc., Holland, New York -- to become a bank holding company 

with respect to Bank of Holland.

- Approved, December 29, 2000 

New York

Lake Bank Shares, Inc., Employee Stock Ownership Plan, Emmons, Minnesota -- to 

increase its interest in Lake Bank Shares, Inc.

- Approved, December 27, 2000 

Minneapolis

Lakeland Bancorp, Inc., Oak Ridge, New Jersey -- to acquire shares of Sussex 

Bancorp, Franklin.

- Approved, December 28, 2000 

New York

MSB Bancshares, Inc., Iron River, Michigan -- to become a bank holding company 

through the acquisition of The Miners' State Bank of Iron River.

- Approved, December 28, 2000 

Minneapolis

National Australia Bank Limited, Melbourne, Australia -- to acquire certain assets 

and assume certain liabilities of Charles F. Curry Company, Kansas City, Missouri, 

through Homeside Lending, Inc., Jacksonville, Florida, and thereby engage in 

extending credit and servicing loans.

- Approved, December 27, 2000 

Chicago

Union Planters Corporation, Memphis, Tennessee, and Union Planters Holding 

Corporation -- to acquire Jefferson Savings Bancorp, Inc., Ballwin, Missouri, and 

thereby acquire Jefferson Heritage Bank and its four nonbanking subsidiaries, 

Jefferson Heritage Mortgage Company, Jefferson Financial, Inc., Jefferson Financial 

Corporation, and First Service Corporation.

- Approved, December 29, 2000 

St. Louis

(AC) = Addition or Correction Delegated - Page 3 of 6
H.2 Actions under delegated authority December 24, 2000 to December 30, 2000

Bank Holding Companies

Wells Fargo & Company, San Francisco, California; Wells Fargo Financial Services, 

Inc., Des Moines, Iowa; and Wells Fargo Financial, Inc. -- to acquire certain assets 

and assume certain liabilities of Conseco Finance Vendor Services Corporation, 

Paramus, New Jersey, and thereby engage in equipment financing and leasing 

activities.

- Approved, December 28, 2000 

Secretary

Bank Mergers

Bank of Pontiac, Pontiac, Illinois -- to merge with Odell State Bank, Odell, and 

thereby establish a branch at 200 South Waupansie.

- Approved, December 27, 2000 

Chicago

Change In Bank Control

Lincoln Bancshares, Inc., Lincoln, Missouri -- change in bank control.

- Permitted, December 27, 2000 

Kansas City

OK Bancorporation, Inc., Okemah, Oklahoma -- change in bank control.

- Permitted, December 27, 2000 

Kansas City

Stockman Financial Corporation, Miles City, Montana -- change in bank control.

- Permitted, December 27, 2000 

Minneapolis

Competitive Factors Reports

Bank One, N.A., Chicago, Illinois -- report on competitive factors of the proposed 

merger with Bank One, Louisiana, N.A., Baton Rouge, Louisiana, and Bank One, 

Texas, N.A., Dallas, Texas.

- Submitted, December 26, 2000 

Chicago

(AC) = Addition or Correction Delegated - Page 4 of 6
H.2 Actions under delegated authority December 24, 2000 to December 30, 2000

Competitive Factors Reports

The Citizens State Bank of Dickinson, Dickinson, Texas -- report on competitive 

factors of the proposed merger with League City Bank and Trust, League City.

- Submitted, December 29, 2000 

Dallas

First National Bank, Waupaca, Wisconsin -- report on competitive factors of the 

proposed purchase of assets and assumption of liabilities of the Childress, Texas, 

branch of Guaranty Federal Bank, FSB, Dallas.

- Submitted, December 26, 2000 

Chicago

ShoreBank, Chicago, Illinois -- report on competitive factors of the proposed merger 

with ShoreBank, Detroit, Detroit, Michigan.

- Submitted, December 26, 2000 

Chicago

Woodford State Bank, Woodford, Wisconsin -- report on competitive factors of the 

proposed merger with New Woodford State Bank.

- Submitted, December 26, 2000 

Chicago

Extensions Of Time

Societe Generale, Paris, France -- extension to April 1, 2001, for modification of a 

commitment.

- Granted, December 28, 2000 

Director, BS&R

International Operations

EAB International, Inc., Uniondale, New York -- to change its articles of 

incorporation to reflect a relocation from 1 EAB Plaza, Uniondale, to 335 Madison 

Avenue, New York.

- Approved, December 26, 2000 

Chicago

(AC) = Addition or Correction Delegated - Page 5 of 6
H.2 Actions under delegated authority December 24, 2000 to December 30, 2000

Membership

Western Bank, Gallup, New Mexico -- membership in the Federal Reserve System.

- Approved, December 29, 2000 

Kansas City

(AC) = Addition or Correction Delegated - Page 6 of 6
District 1

Federal Reserve Bank of Boston

Applications and notifications filed during the week ending Saturday, December 30, 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 2

Federal Reserve Bank of New York

Applications and notifications filed during the week ending Saturday, December 30, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

FBSEA Sparkasse Stockerau AG, Vienna, Austria, to establish federal

branches in Greenwich, Connecticut, and New York, New York,

and representative offices in San Francisco, California, and

Atlanta, Georgia.

Newspaper – N/Avail

FBSEA RheinHyp Rheinische Hypothekenbank, AG, Frankfurt,

Germany, to establish a representative office in New York, New

York.

Newspaper – N/Avail

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

Type Application

Ending date of

comment period

Change in Control Change in Bank Control with regard to Warwick Community

Bancorp, Inc. Employee Stock Ownership Plan to acquire up to

10.32 percent of the outstanding stock of Warwick Community

Bancorp, Inc., Warwick, New York.

Newspaper – N/Avail

Fed Reg – 01/03/2001

3(a)(1)/3(a)(5) Chinatrust Commercial Bank, Ltd, Taipei, Taiwan, to indirectly

acquire 100 percent of the shares of Chinatrust Bank (U.S.A.),

Torrance, California.

Newspaper – N/Avail

Fed Reg – 01/19/2001

* 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) Westdeutsche Landesbank Girozentrale, Dusseldorf, Germany,

to acquire Boullion Aviation Services, Inc., Bellevue,

Washington.

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, December 30, 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) Juniper Financial Corp., Wilmington, DE, to become a bank

holding company by acquiring 100 percent of the outstanding

shares of First Bank, CBC, Maryville, Missouri, and to

subsequently merge the target with and into Juniper Bank,

Wilmington, DE, a subsidiary of Juniper Financial Corp.

Newspaper: 1/21/01

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 4

Federal Reserve Bank of Cleveland

Applications and notifications filed during the week ending Saturday, December 30, 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) Received application on 12/27/2000 from United Bancshares,

Inc., Columbus Grove, OH to acquire Citizens Bank of Delphos

(a FSB), Delphos, OH.

Fed Reg - 01/16/2001

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, December 30, 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) Gateway Financial Corporation, Elizabeth City, North Carolina,

to become a bank holding company through the acquisition of

100% of the voting shares of Gateway Bank and Trust Co.,

Elizabeth City, North Carolina.*

Fed Reg - 01/29/2001

Newspaper - 01/29/2001

*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

Member Gateway Bank and Trust Co., Elizabeth City, North Carolina,

for membership in the Federal Reserve System.

Member Southern Community Bank and Trust, Winston-Salem, North

Carolina, 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 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 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week ending Saturday, December 30, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) Application by SouthTrust Bank, Birmingham, Alabama, to

merge with Independent National Bank, Irving, Texas.

01/22/2001*

*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)(3) Application by United Financial Holdings, Inc., St. Petersburg,

Florida, to acquire First Security Bank, Sarasota, Florida.

01/29/2001*

3(a)(3) Application by Summit Bank Corporation, Atlanta, Georgia, to

acquire at least 35 percent and up to 100 percent of Global

Commerce Bank, Doraville, Georgia.

01/11/2001*

4(c)(8) Prior notification filed by Regions Financial Corporation,

Birmingham, Alabama, to acquire Morgan Keegan, Inc.,

Memphis, Tennessee, and thereby directly acquire Morgan

Keegan Trust Company, FSB, Memphis, Tennessee, and thereby

engage in savings association activities.

N/Avail*

*Subject to provisions of the Community Re

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

WAIVR SouthTrust Corporation, Birmingham, Alabama, application

waiver request for the proposed merger with Irving National

Bancshares, Inc., Irving, Texas, and indirect acquisition of

Independent National Bank, Irving, Texas.

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

2837189 Palm Beach County Bank

3717 Boynton Beach Boulevard

Boynton Beach, Florida 33436

(561) 742-9110

09/06/2000 12/21/2000 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, December 30, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) &

 Branches

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

approval to merge with M&I Central State Bank, Oshkosh,

Wisconsin, M&I Bank of Shawano, Shawano, Wisconsin, M&I

Bank Fox Valley, Appleton, Wisconsin and M&I Bank

Northeast, Green Bay, Wisconsin; and thereby establish 44

branches.*

Newspaper – 01/08/01

18(c) &

 Branches

Security State Bank, New Hampton, Iowa, for prior approval to

merge with its affiliate bank, Security State Bank, Calmar, Iowa

and thereby establish a branch at 102 W. Main, Calmar, Iowa

52132 and 106 E. Main, Ossian, Iowa.. New Hampton will be

the surviving bank.*

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)(3) Indiana United Bancorp, Greensburg, Indiana, for prior

approval to acquire 100 percent of the voting shares of

Regional Federal Savings Bank, New Albany, Indiana.

(Bank will convert to a state chartered commercial bank to

be known as Regional Bank).*

Fed Reg – 01/11/01

Newspaper – 01/05/01

CIC Notification by Tubbs-Ohnward Limited Partnership, AMBA

Limited Partnership, J.F. Limited Partnership, and E.F. Limited

Partnership, all of Maquoketa, Iowa, to acquire 19.4%, 9.6%,

16.2%, and 14.4%, respectively, of Ohnward Bancshares, Inc.,

Maquoketa, Iowa.

Fed Reg – 12/27/00

Newspaper – 12/29/00

3(a)(1) First BancTrust Corporation, Paris, Illinois, for prior approval to

become a bank holding company through the acquisition of 100

percent of the voting shares of First Bank & Trust, S.B., Paris,

Illinois.*

Fed Reg – 01/22/01

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

Type Application

Ending date of

comment period

CIC Notification by Lyle P. Campbell, Craig L. Campbell, Verna C.

Malone and Thomas E. Malone, of a Change in Control, to

acquire 53 percent of Terrapin Bancorp, Inc., Elizabeth,

Illinois.*

Fed Reg – 01/19/01

Newspaper – N/Avail

 3(a)(1) Thumb National Bank & Trust Company Employee Stock

Ownership Plan, Pigeon, Michigan, for prior approval to become

a bank holding company through the acquisition of 30.52

percent of the voting shares of Thumb Bancorp, Inc., Pigeon,

Michigan and thereby indirectly acquire Thumb National Bank

& Trust Company, Pigeon, Michigan.*

Fed Reg – 01/29/01

Newspaper – N/Avail

 CIC Notification by James Albert Kaldenberg and Caryl Kaldenberg

Sharp of a Change in Control to retain current ownership of

31.81 percent and 30.08 percent, respectively, of the outstanding

voting shares of First Iowa State Shares, Inc., Albia, Iowa.*

Fed Reg – 01/16/01

Newspaper – N/Avail

3(a)(1) Alpha Financial Group, Inc. Employee Stock Ownership Plan,

Toluca, Illinois, for prior approval to become a bank holding

company through the acquisition of 31.61 percent of the voting

shares of Alpha Financial Group, Inc. Minonk, Illinois; and

thereby indirectly acquire Alpha Community Bank, Toluca,

Illinois.*

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

4(c)(8) National Australia Bank Limited, Melbourne, Australia,

notification of intent to acquire, indirectly through its whollyowned subsidiary, 02-e Limited, up to 70 percent of the

outstanding voting shares of thinkorswim, Inc., a newly formed

Delaware corporation and thereby engage in providing retail

securities brokerage services over the Internet.

Fed Reg – 01/26/01

4(c)(8) Alpha Financial Group, Inc. Employee Stock Ownership Plan,

Toluca, Illinois, notification of intent to acquire Alpha Insurance

Services, Inc., Washburn, Illinois; and thereby indirectly engage

in insurance agency activities.

Fed Reg – N/Avail

Newspaper – 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 8

Federal Reserve Bank of St. Louis

Applications and notifications filed during the week ending Saturday, December 30, 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

CIC Notice involving Lake Hamilton Enterprises, Inc., Little Rock,

Arkansas, by Lake Hamilton Enterprises Limited Partnership,

Little Rock, Arkansas, to acquire 45.94 percent (Previously

submitted during the week ending December 23, 2000).

Newspaper – 1/19/2001

Fed Reg – 1/16/2001

CIC Notice involving First Paris Holding Company, Little Rock,

Arkansas, by First Paris Limited Partnership, Little Rock,

Arkansas, to acquire 37.64 percent (Previously submitted during

the week ending December 23, 2000).

Newspaper – 1/19/2001

Fed Reg – 1/16/2001

3(a)(3) Notice by Republic Bancorp, Inc., Louisville, Kentucky, to

acquire Republic Bank & Trust Company of Indiana,

Clarksville, Indiana (in organization).*

Newspaper – N/Avail.

Fed Reg – 1/26/2001

3(a)(3) Notice by Midwest Community Bancshares, Inc., Marion,

Illinois, to acquire Egyptian State Bank, Carrier Mills, Illinois.*

Newspaper – N/Avail.

Fed Reg – 2/1/2001

* 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

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, December 30, 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

CIC Change in control notice by Security Bancshares, Inc., Dunseith,

North Dakota.

Fed Reg – 01/16/2001

Newspaper – 01/15/2001

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, December 30, 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) Waukomis Bancshares, Inc., Yukon, Oklahoma, to become a

bank holding company through the acquisition of 100 percent of

the voting shares of Covington First State Bancshares, Inc.,

Covington, Oklahoma, and thereby indirectly First State Bank,

Covington, Oklahoma.

Newspaper - N/Avail

Fed Reg - 01/29/2001

3(a)(3) Colorado Business Bankshares, Inc., Denver, Colorado, to

acquire 100 percent of the voting shares of First Capital Bank of

Arizona, Phoenix, Arizona.

Newspaper - N/Avail

Fed Reg - 01/26/2001

3(a)(3) American National Corporation, Omaha, Nebraska, to acquire

100 percent of the voting shares of American National Bank,

Lincoln, Nebraska, a de novo bank in organization.

Newspaper - 01/20/2001

Fed Reg - 01/26/2001

3(a)(3) Viking Corporation, Omaha, Nebraska, to acquire an additional

6.8 percent, for a total of 45.48 percent, of the voting shares

K.B.J. Enterprises, Inc., Omaha, Nebraska, and thereby

indirectly acquire Sibley State Bank, Denison, Iowa.

Newspaper - N/Avail

Fed Reg - 01/29/2001

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 11

Federal Reserve Bank of Dallas

Applications and notifications filed during the week ending Saturday, December 30, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch First National Bank West Texas, Hale Center, TX, to establish a

branch office at 701 Main Street, Hale Center, TX, 79041*

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

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 First National Bank West Texas, Hale Center, TX, to become a

member of the Federal Reserve System
Section IV – Applications not subject to Federal Register or newspaper notice

Type Application

3(a)(1) Comanche National Corporation, Comanche, TX, to acquire

Comanche National Corporation of Delaware, Wilmington, DE,

and The Comanche National Bank, Comanche, TX*

3(a)(1) Comanche National Corporation of Delaware, Wilmington, DE,

to acquire The Comanche National Bank, Comanche, 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, December 30, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch The Vintage Bank, Napa, California, to establish a branch office

at 1065 Main Street, St. Helena, California .*

Newspaper – 11/24/2000

Branch Farmers & Merchants Bank, Spokane, Washington, to establish

a branch office at 3919 N. Market Street, Spokane,

Washington.*

Newspaper – 12/23/2000

* 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)(1) Liberty Bancorp, South San Francisco, California, to become a

bank holding company by acquiring 100 percent of the

outstanding voting shares of Liberty Bank, South San Francisco,

California.*

Newspaper – N/Avail

Fed Reg – 01/19/2001

3(a)(1) Franklin Resources, Inc., San Mateo, California, to acquire

Fiduciary Trust Company International, New York, New York.

Newspaper – N/Avail

Fed Reg – N/Avail

3(a)(5) The Charles Schwab Corporation, San Francisco, California and

U.S. Trust Corporation, New York, New York, for U.S. Trust

Corporation to merge with Resource Companies, Inc. of

Minneapolis, Minnesota.*

Newspaper – 01/25/2001

Fed Reg - 01/29/2001

* 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) Franklin Resources, Inc., San Mateo, California, to retain

Franklin Templeton Bank & Trust, F.S.B., Salt Lake City, Utah.

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