Federal Reserve Release 

H.2 

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received 

No. 48 

Week Ending November 30, 2002 

Board of Governors of the Federal Reserve System, Washington, DC 20551 
H.2 Board Actions November 24, 2002 to November 30, 2002 

Forms 

Forms -- extension with revision of the Financial Statements of U.S. Nonbank 

Subsidiaries of U.S. Bank Holding Companies (FR Y-11 and FR Y-11S), Financial 

Statements of Foreign Subsidiaries of U.S. Banking Organizations (FR 2314 and FR 

2314S), and Reports of Foreign Banking Organizations (FR Y-7, FR Y-7N, FR Y-7NS, 

and FR Y-7Q). 

- Approved, November 25, 2002 

Regulations And Policies 

Regulation W (Transactions between Member Banks and their Affiliates) -- preamble to 

the final regulation. 

- Approved, November 26, 2002 

(AC) = Addition or Correction Board - Page 1 of 1 
H.2 Actions under delegated authority November 24, 2002 to November 30, 2002 

BS&R 

C&CA 

FOMC 

Banking Supervision and Regulation 

Consumer and Community Affairs 

Federal Open Market Committee 

RBOPS 

IF 

OSDM 

Reserve Bank Operations and Payment Systems

International Finance

Office of Staff Director for Management

Bank Branches, Domestic 

Richmond 

The Bank of Currituck, Moyock, North Carolina -- to establish a branch at 3105 North 

Croatan Highway, Kill Devil Hills. 

- Approved, November 27, 2002 

Richmond 

Farmers & Mechanics Bank, Frederick, Maryland -- to establish branches at 5279 

Buckeystown Pike; 1800 Rockville Pike, Rockville; and 401 North Washington Street. 

- Approved, November 27, 2002 

Cleveland 

Fifth Third Bank, Northern Kentucky, Inc., Covington, Kentucky -- to establish branches 

at 338 Richwood Road, Richwood, and 377 Mount Zion Road, Florence. 

- Approved, November 27, 2002 

Richmond 

Guaranty Bank, Charlottesville, Virginia -- to establish a branch at 124 Main Street, 

Lovingston. 

- Approved, November 27, 2002 

Chicago 

Harris Bank St. Charles, Saint Charles, Illinois -- to establish a branch at Thornwood 

Avenue and Randall Road, South Elgin. 

- Approved, November 29, 2002 

Bank Holding Companies 

Chicago 

Backlund Investment Co., Peoria, Illinois -- to acquire Astoria Investment Company, 

Astoria, and Farmers State Bank; Bartonville Investment Co., Peoria, and Bartonville 

Bank, Bartonville; Backlund-White, Inc., Peoria, and Glasford State Bank, Glasford; 

Backlund-Scott Company, Wyoming, and Wyoming Bank & Trust Company; and 

Dunlap Bank, Dunlap; and to acquire shares of Hopedale Investment Company, 

Hopedale, and Community Bank of Hopedale. 

- Approved, November 25, 2002 

(AC) = Addition or Correction Delegated - Page 1 of 6 
H.2 Actions under delegated authority November 24, 2002 to November 30, 2002 

Bank Holding Companies 

San Francisco 

BankWest Nevada Corporation, Las Vegas, Nevada -- to acquire Alliance Bank of 

Arizona, Phoenix, Arizona, a de novo bank. 

- Approved, November 26, 2002 

Minneapolis 

Eagle Community Bancshares, Inc., Brooklyn Park, Minnesota -- to become a bank 

holding company through the acquisition of Eagle Community Bank, Maple Grove, a de 

novo bank. 

- Approved, November 27, 2002 

Philadelphia 

Franklin Financial Services Corporation, Chambersburg, Pennsylvania -- to acquire 

shares of American Home Bank, National Association, Lancaster. 

- Approved, November 25, 2002 

Cleveland 

KeyCorp, Cleveland, Ohio, and Buffalo Acquiror Sub, Inc. -- to acquire Union 

Bankshares, Ltd., Denver, Colorado, and Union Bank & Trust. 

- Approved, November 25, 2002 

Chicago 

Privatebancorp, Inc., Chicago, Illinois -- to acquire Lodestar Investment Counsel, LLC 

and thereby engage in financial and investment advisory activities. 

- Withdrawn, November 27, 2002 

Atlanta 

Southwest Florida Community Bancorp, Inc., Fort Myers, Florida -- to acquire shares of 

Sanibel Captiva Community Bank, Sanibel, a de novo bank. 

- Approved, November 26, 2002 

Minneapolis 

State Bankshares, Inc., Fargo, North Dakota -- to acquire Northern Capital Holding 

Company and thereby engage in providing trust services, financial and investment 

advisory services, transactional services for customer investments, and payroll services 

and processing; and to acquire State Bank of Moorhead, Moorhead, Minnesota. 

- Approved, November 27, 2002 

(AC) = Addition or Correction Delegated - Page 2 of 6 
H.2 Actions under delegated authority November 24, 2002 to November 30, 2002 

Bank Holding Companies 

San Francisco 

Utah Community Bancorp, Sandy, Utah -- to become a bank holding company through 

the acquisition of Utah Community Bank. 

- Returned, November 27, 2002 

Change In Bank Control 

Dallas 

SNB Bancshares, Inc., Sugar Land, Texas -- change in bank control. 

- Permitted, November 27, 2002 

San Francisco 

Viking Financial Services Corporation, Seattle, Washington -- change in bank control. 

- Permitted, November 25, 2002 

Competitive Factors Reports 

Chicago 

Bank One, National Association, Chicago, Illinois -- report on competitive factors of the 

proposed purchase of certain assets and assumption of certain liabilities of Bank One, 

National Association, Columbus, Ohio. 

- Submitted, November 25, 2002 

Richmond 

Branch Banking and Trust Company, Winston-Salem, North Carolina -- report on 

competitive factors of the proposed merger with Equitable Bank, Wheaton, Maryland. 

- Submitted, November 29, 2002 

Kansas City 

The Denison State Bank, Holton, Kansas -- report on competitive factors of the 

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

branch of Intrust Bank, National Association, Wichita. 

- Submitted, November 27, 2002 

(AC) = Addition or Correction Delegated - Page 3 of 6 
H.2 Actions under delegated authority November 24, 2002 to November 30, 2002 

Competitive Factors Reports 

Chicago 

Farmers-Merchants National Bank of Paxton, Paxton, Illinois -- report on competitive 

factors of the proposed purchase of assets and assumption of liabilities of the Piper City 

branch of Pontiac National Bank, Pontiac. 

- Submitted, November 25, 2002 

New York 

First Bank of Central Jersey, North Brunswick, New Jersey -- report on competitive 

factors of the proposed merger with Synergy Interim Savings Bank, Cranford. 

- Submitted, November 29, 2002 

St. Louis 

First Harrison Bank, Corydon, Indiana -- report on competitive factors of the proposed 

merger with Hometown National Bank, New Albany. 

- Submitted, November 26, 2002 

Atlanta 

Mercantile Bank, Orlando, Florida -- report on competitive factors of the proposed 

merger with Central Bank of Tampa, Tampa. 

- Submitted, November 27, 2002 

Chicago 

The National Bank of Waupun, Waupun, Wisconsin -- report on competitive factors of 

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

Rosendale and Fair Water branches of M&I Marshall & Ilsley Bank, Milwaukee. 

- Submitted, November 25, 2002 

Atlanta 

Sanibel Captiva Community Bank, Sanibel, Florida -- report on competitive factors of the 

proposed purchase of assets and assumption of liabilities of the Sanibel branch of First 

Community Bank of Southwest Florida, Fort Myers. 

- Submitted, November 27, 2002 

New York 

Synergy Bank, Cranford, New Jersey -- report on competitive factors of the proposed 

merger with First Bank of Central Jersey, North Brunswick. 

- Submitted, November 29, 2002 

(AC) = Addition or Correction Delegated - Page 4 of 6 
H.2 Actions under delegated authority November 24, 2002 to November 30, 2002 

Competitive Factors Reports 

New York 

UBS PaineWebber Trust Company, National Association, Weehawken, New Jersey --

report on competitive factors of the proposed merger with UBS PaineWebber Trust 

Company (Tennessee), Nashville, Tennessee. 

- Submitted, November 29, 2002 

Minneapolis 

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

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

branch of Wisconsin State Bank, Random Lake. 

- Submitted, November 25, 2002 

Extensions Of Time 

New York 

Banco Popular North America, New York, New York -- extension to July 4, 2003, to 

establish a branch at 148 Ferry Street, Newark, New Jersey. 

- Granted, November 27, 2002 

Kansas City 

First Capital Investments, LLC, Lee's Summit, Missouri -- extension to February 28, 

2003, to acquire an interest in 1st Financial Bancshares, Inc., Overland Park, Kansas. 

- Granted, November 27, 2002 

Atlanta 

Generations Bancshares, Inc., Blairsville, Georgia -- extension to March 9, 2003, to 

become a bank holding company through the acquisition of Generations Bank, a de novo 

bank. 

- Granted, November 27, 2002 

Kansas City 

Lauritzen Corporation, Omaha, Nebraska -- extension to March 9, 2003, to acquire 

additional shares of First National of Nebraska, Inc. 

- Granted, November 26, 2002 

(AC) = Addition or Correction Delegated - Page 5 of 6 
H.2 Actions under delegated authority November 24, 2002 to November 30, 2002 

Financial Holding Companies 

Kansas City 

King Bancshares, Inc., Kingman, Kansas -- election to become a financial holding 

company. 

- Effective, November 26, 2002 

Cleveland 

National Bancshares Corporation, Orrville, Ohio -- election to become a financial holding 

company. 

- Effective, November 27, 2002 

Chicago 

Washington Bancorp, Washington, Iowa -- election to become a financial holding 

company. 

- Effective, November 26, 2002 

International Operations 

Director, BS&R 

Citigroup Inc., New York, New York -- waiver of remainder of notification period for 

Citibank Overseas Investment Corporation, New Castle, Delaware, to invest in 

subsidiaries in Ireland and Luxembourg, and modification of aggregate investment limit. 

- Granted, November 25, 2002 

Regulations And Policies 

Director, C&CA 

Regulation Z (Truth in Lending) -- publication for comment of proposed revisions to the 

official staff commentary. 

- Approved, November 26, 2002 

(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, November 30, 2002 

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 

Reg K Citizens Financial Group, Inc., Providence, Rhode Island - seeks 

specific consent to invest in two foreign companies pursuant to 

section 211.9(g) 
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 2

Federal Reserve Bank of New York

Applications and notifications filed during the week ending Saturday, November 30, 2002 

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 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 3

Federal Reserve Bank of Philadelphia

Applications and notifications filed during the week ending Saturday, November 30, 2002 

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 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 4

Federal Reserve Bank of Cleveland

Applications and notifications filed during the week ending Saturday, November 30, 2002 

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 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 5

Federal Reserve Bank of Richmond

Applications and notifications filed during the week ending Saturday, November 30, 2002 

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 

Member SuffolkFirst Bank, Suffolk, Virginia, an organizing bank, 

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 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 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week ending Saturday, November 30, 2002 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period

Branch Capital City Bank, Tallahassee, Florida, to establish a branch Newspaper-11/30/2002 

located at 10290 Regency Park Blvd., Port Richey, Florida.* 

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

located at 2310 Dallas Highway, Marietta, Georgia, to be known 

as the West Cobb Branch.* 

Newspaper-11/23/2002 

*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 Community Bank of South Florida, Inc., Homestead, Florida, 

after-the-fact notification filed by Mr. George H. Eicher, Mrs. 

Mary Ethel Eicher, and Mr. George P. Eicher to collectively 

retain 10.33 percent of the outstanding shares of Community 

Bank of South Florida, Inc., and its subsidiary, Community 

Bank of Florida, both of Homestead, Florida. 

3(a)(1) First Commerce Bankshares, Inc., Douglasville, Georgia, to 

become a bank holding company by acquiring First Commerce 

Community Bank (In Organization), Douglasville, Georgia.* 

3(a)(1) Neighbors Bancshares, Inc., Roswell, Georgia, to become a bank 

holding company by acquiring Neighbors Bank, Roswell, 

Georgia (in organization).* 

3(a)(5) Synovus Financial Corp., Columbus, Georgia, to merge with 

FNB Newton Bankshares, Inc., and thereby acquire its 

subsidiary, First Nation Bank, both of Covington, Georgia.* 

3(a)(1) Tropical Bancshares of Florida, Inc., Englewood, Florida, to 

become a bank holding company by acquiring Englewood Bank, 

Englewood, Florida.* 

4(c)(8) Vision Bancshares, Inc., Gulf Shores, Alabama, to acquire 

Vision Bank, FSB, Panama City, Florida (in organization), and 

thereby engage in operating a savings association.* 

Newspaper-N/Avail 

Fed Reg-12/13/2002 

Newspaper-12/28/2002 

Fed Reg-N/Avail 

Newspaper-12/13/2002 

Fed Reg-12/13/2002 

Newspaper-12/14/2002 

Fed Reg-12/09/2002 

Newspaper-12/21/2002 

Fed Reg-12/27/2002 

Newspaper-12/25/2002 

Fed Reg-12/23/2002 

* 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 

COM Visions Bancshares, Inc., Gulf Shores, Alabama, commitment 

waiver request. 

COM Bancshares of Florida, Inc., Naples, Florida (formerly Citizens 

Bancshares of Southwest Florida), commitment waiver request. 

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, November 30, 2002 

Section I – Applications subject to newspaper notice only 

Ending date of 

Type Application comment period 

Branch American Trust & Savings Bank, Dubuque, Iowa, to establish a 

branch at the corner of Old Farley Road and Pleasant Grove 

Road, Farley, Iowa.* 

Newspaper – 12/05/2002 

18C & Branches M&I Marshall & Ilsley Bank, Milwaukee, Wisconsin, to merge 

with Southwest Bank of Phoenix, Phoenix, Arizona and thereby 

to establish a branch at 2222 East Camelback Road, Phoenix, 

Arizona.* 

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 Mark Charles Hewitt, Ventura, Iowa, to increase his 

ownership in Arneson Bancshares, Inc., Clear Lake, Iowa, from 

19.71 percent to 43.21 percent. 

3(a)(3) FBOP Corporation, Oak Park, Illinois, to acquire an additional 

50 percent for a total ownership of 100 percent of the voting 

shares of PNB Financial Corp., Chicago, Illinois, and thereby 

indirectly acquire Park National Bank and Trust of Chicago, 

Chicago, Illinois.* 

3(a)(1) FEB Bancshares, Inc., Neshkoro, Wisconsin, to become a bank 

holding company by acquiring 100 percent of Golden Sands 

Bankshares, Inc., Neshkoro, Wisconsin, and thereby indirectly 

acquire Farmers Exchange Bank of Neshkoro, Neshkoro, 

Wisconsin.* 

3(a)(3) Herky Hawk Financial Corp., Monticello, Iowa, to acquire 100 

percent of Munter Agency, Inc., Strawberry Point, Iowa, and 

thereby indirectly acquire Union Bank & Trust Company, 

Strawberry Point, Iowa.* 

Fed Reg – 12/13/2002 

Newspaper – N/Avail 

Fed Reg – 12/23/2002 

Newspaper – 12/20/2002 

Fed Reg – N/Avail 

Newspaper – 12/21/2002 

Fed Reg – 11/22/2002 

Newspaper – 11/23/2002 
Section II – Applications subject to both newspaper and Federal Register notice 

Ending date of 

Type Application comment period 

3(a)(5) MB Financial, Inc., Chicago, Illinois, to acquire 100 percent of 

South Holland Bancorp, Inc., South Holland, Illinois, and 

thereby indirectly acquire South Holland Trust & Savings Bank, 

South Holland, Illinois.* 

3(a)(3) Prairieland Employee Stock Ownership Plan, Bushnell, Illinois, 

to increase its ownership of Prairieland Bancorp, Inc., Bushnell, 

Illinois, from 44.73 percent to 49.77 percent, and thereby 

indirectly acquire Farmers and Merchants State Bank, Bushnell, 

Illinois.* 

CIC Notice by Wayne W. Whalen and Paula Wolff, to retain 

ownership of 17.80 percent of the common stock of 

Unionbancorp, Inc., Ottawa, Illinois, and thereby indirectly 

retain control of Unionbank, Streator, Illinois. 

CIC Notice by Dennis J. McDonnell and Kathleen A. McDonnell, to 

retain control of Unionbancorp, Inc., Ottawa, Illinois, and 

thereby indirectly acquire Unionbank, Streator, Illinois. 

Fed Reg – N/Avail 

Newspaper – N/Avail 

Fed Reg – 12/13/2002 

Newspaper – 12/16/2002 

Fed Reg – N/Avail 

Newspaper – N/Avail 

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 

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 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 8

Federal Reserve Bank of St. Louis

Applications and notifications filed during the week ending Saturday, November 30, 2002 

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 the Magers Family Control Group consisting of 1) 

William G. Magers, Springfield, Missouri 2) William Bryan 

Magers, Springfield, Missouri 3) Randall Wood Magers, 

Springfield, Missouri 4) Magers Enterprises II, LLLP 

(“Partnership”), W. Bryan and Randall W. Magers, General 

Partners, Springfield, Missouri and 5) Magers Family 

Irrevocable Trust (“Trust”), W. Bryan and Randall W. Magers, 

Trustees, Springfield, Missouri, to gain control of Marshfield 

Investment Company, Springfield, Missouri (“Company”). In 

connection with this proposal, William Bryan Magers and 

Randall Wood Magers, Springfield, Missouri, individually and 

as general partners of Partnership and Trustees of Trust, will 

increase their aggregate voting control of Company's voting 

stock. (Previously submitted during the week ending November 

23, 2002) 

3A1 First Federal Financial Corporation of Kentucky, Elizabethtown, 

Kentucky, to become a bank holding company by acquiring 100 

percent of First Federal Savings Bank of Elizabethtown, 

Elizabethtown, Kentucky, upon its conversion from a federally 

chartered savings bank to a state chartered bank.* 

3A1 FSB Bancshares, Inc., Knoxville, Tennessee, to become a bank 

holding company by acquiring 100 percent of First State Bank, 

Henderson, Tennessee.* 

Newspaper – 12/11/2002 

Fed Reg – 12/13/2002 

Newspaper – N/Avail 

Fed Reg – 12/12/2002 

Newspaper – N/Avail 

Fed Reg – 1/02/2003 

* 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 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 

2356710 Bank of Rogers 

Rogers, Arkansas 

8/12/2002 11/29/2002 S X 

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, November 30, 2002

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18c & Branch First Interstate Bank, Billings, Montana, to merge with United 

States National Bank of Red Lodge, Red Lodge, Montana, and 

incident thereto establish a branch facility in Red Lodge, 

Montana.*

Newspaper – 12/21/2002

* 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) State Bankshares, Inc., Fargo, North Dakota, to acquire 100% of 

State Bank of Moorhead, Moorhead, Minnesota.*

Fed Reg – 11/01/2002 

Newspaper – 11/18/2002

CIC Notice by Patrick A. Wick, Turtle Lake, Wisconsin to acquire 

control of Turtle Bancshares, Inc., Turtle Lake, Wisconsin, and 

thereby indirectly acquire control of Bank of Turtle Lake, Turtle 

Lake, Wisconsin.

Fed Reg – 12/02/2002

Newspaper – 12/11/2002

CIC Change in control notice by Todd Haugan, Long Lake, 

Minnesota, Tom P. Kell, Duluth, Minnesota and Richard 

Lefcowitz, Minong, Wisconsin to retain control of Superior 

Financial Holding, Inc., Two Harbors, Minnesota, and thereby 

indirectly retain control of the Lake Bank, National Association, 

Two Harbors, Minnesota.

Fed Reg – 11/19/2002

Newspaper – N/Avail

3(a)(1) Olmsted Holding Corporation, Byron, Minnesota, proposes to 

become a bank holding company by acquiring 100% of Olmsted 

National Bank, Rochester, Minnesota.*

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

4(c)(8) Eagle Investment Company, Inc., Glenwood, Minnesota, to 

engage de novo in extending credit and servicing loans.

4(c)(8) Minnwest Corporation, Minnetonka, Minnesota, to acquire 

100% of Minnwest investments & Insurance Center, Inc. with 

offices in Dawson, Luverne, Montevideo, and Ortonville, 

Minnesota, and thereby indirectly engage in insurance agency 

and securities brokerage activities

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, November 30, 2002 

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) Bancorp V, Inc., Olathe, Kansas, to become a bank holding 

company through the acquisition of 97.2 percent of the voting 

shares of Bank of Leeton, Leeton, Missouri. 

3(a)(1) Heritage Bancshares, Inc., Topeka, Kansas, to become a bank 

holding company through the acquisition of 100 percent of the 

voting shares of Heritage Bank, Topeka, Kansas (in 

organization). 

3(a)(1) New West Banks of Colorado, Inc., Greeley, Colorado, to 

become a bank holding company through the acquisition of 100 

percent of the voting shares of New West Bank, Greeley, 

Colorado (in organization). 

CIC Notice by Ronald R. Bramlage, Junction City, Kansas and 

Frederick Robert Bramlage, Manhattan, Kansas, to retain control 

of Fort Riley Bancshares, Inc., parent of Fort Riley National 

Bank, both of Fort Riley, Kansas. 

Newspaper - N/Available 

Fed Reg - 12/27/2002 

Newspaper - N/Available 

Fed Reg - N/Available 

Newspaper - 12/24/2002 

Fed Reg - 12/23/2002 

Newspaper - 12/11/2002 

Fed Reg - 12/17/2002 

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 

Member Heritage Bank, Topeka, Kansas (in organization), 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 cons idering 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 

236751 First State Bank of Taos 08/26/2002 11/28/2002 O X 

120 W. Plaza 

Taos, New Mexico 87571-5923 

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, November 30, 2002 

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 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 12

Federal Reserve Bank of San Francisco

Applications and notifications filed during the week ending Saturday, November 30, 2002

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 Joyce Anne Chiles, Centerville, Washington, William John 

Firstenburg and Bruce Edward Firstenburg, Vancouver, 

Washington, to acquire additional voting shares of First 

Independent Investment Group, Inc., Vancouver, Washington, and 

thereby indirectly acquire voting shares of First Independent Bank, 

Vancouver, Washington.* 

Newspaper – 11/28/2002

Fed Reg – 12/03/2002

3(a)(3) Franklin Resources, Inc., San Mateo, California, to acquire 11.8 

percent of ITLA Capital Corporation, La Jolla, 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

None

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

Type Application

3(a)(5)(c) Auburn Community Bancorp to become a bank holding company 

by acquiring 100 percent of Auburn Community Bank, both of 

Auburn, California.
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 First Quarter of 2003

Institution Location

County Bank Merced, California

Desert Community Victorville, California

First State Bank Flagstaff, Arizona

Heritage Bank of Commerce San Jose, California

Pacific Mercantile Costa Mesa, California

Placer Sierra Auburn, California

Sun Country Victorville, California

Valley Independent El Centro, California

The inclusion on the list of institutions that are scheduled to undergo CRA examinations in the next calendar quarter is 

not determinative of whether the institution will be examined in that quarter. Reserve Banks may need to defer a 

planned examination or conduct an unforeseen examination because of scheduling difficulties or other circumstances.