Federal Reserve Release

H.2

Actions of the Board, Its Staff, 

and the Federal Reserve Banks; 

Applications and Reports Received

No. 9

Week Ending February 26, 2000

Board of Governors of the Federal Reserve System, Washington, DC 20551
H.2 Board Actions February 20, 2000 to February 26, 2000

Banks, Foreign

Dexia Project and Public Finance International Bank, Paris, France -- to establish a 

branch in New York, New York, and a representative office in Washington, D.C.

- Approved, February 22, 2000 

Regulations And Policies

Privacy and financial institutions -- request for comment on interagency proposed 

rules implementing the consumer privacy provisions of the Gramm-Leach-Bliley Act.

- Published, February 22, 2000 

Securities Regulation

List of Foreign Margin Stocks -- semiannual publication.

- Published, February 23, 2000 

Enforcement

United Bancshares, Inc., Philadelphia, Pennsylvania; United Bank of Philadelphia, 

and the Federal Reserve Bank of Philadelphia. -- written agreement, dated February 

23, 2000.

- Announced, February 25, 2000 

(AC) = Addition or Correction Board - Page 1 of 1
February 20, 2000 to February 26, 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

F&M Bank-Peoples, Warrenton, Virginia -- to establish a branch at 501C Jefferson 

Davis Highway, Fredericksburg.

- Approved, February 24, 2000 

Richmond

First American Bank, Carpentersville, Illinois -- to establish a branch at Willow Road 

and Ravine Way, Glenview.

- Approved, February 25, 2000 

Chicago

Highlands Union Bank, Abingdon, Virginia -- to establish a branch at 1013 Highway 

105, Boone, North Carolina.

- Approved, February 24, 2000 

Richmond

Old Kent Bank, Grand Rapids, Michigan -- to establish branches at 30851 Gratiot, 

Roseville; 23000 Michigan Avenue, Dearborn; and 26400 Ford Road, Dearborn 

Heights.

- Approved, February 22, 2000 

Chicago

Texas Bank, Weatherford, Texas -- to establish a branch at 8875 Highway 80 West, 

Fort Worth.

- Approved, February 22, 2000 

Dallas

Bank Holding Companies

BB&T Corporation, Winston-Salem, North Carolina -- to merge with Hardwick 

Holding Company, Dalton, Georgia.

- Approved, February 24, 2000 

Richmond

(AC) = Addition or Correction Delegated - Page 1 of 7
H.2 Actions under delegated authority February 20, 2000 to February 26, 2000

Bank Holding Companies

BB&T Corporation, Winston-Salem, North Carolina -- to merge with First Banking 

Company of Southeast Georgia, Statesboro, Georgia.

- Approved, February 25, 2000 

Richmond

Dakota Bancshares, Inc., Mendota Heights, Minnesota, and Olivia Bancorporation, 

Inc., Olivia -- to engage de novo through American State Insurance Agency, Inc., in 

insurance agency activities in towns with a population not exceeding 5,000.

- Approved, February 24, 2000 

Minneapolis

Exchange Bankshares, Inc., Milledgeville, Georgia -- to acquire Exchange Insurance 

Agency, Inc., Gray, and thereby engage in insurance agency activities in a town with 

a population not exceeding 5,000.

- Approved, February 24, 2000 

Atlanta

First Capital Bank Holding Corporation, Fernandina Beach, Florida -- transfer agent 

registration.

- Approved, February 24, 2000 

Director, BS&R

First Central Bancshares, Inc., Lenoir City, Tennessee -- to acquire First Central 

Bank of Monroe County, Sweetwater, a de novo bank.

- Returned, February 24, 2000 

Atlanta

First Community Bancorp, Rancho Santa Fe, California -- to acquire Rancho Santa 

Fe National Bank and First Community Bank of the Desert, Indian Wells; and for 

Castle Creek Capital Partners Fund I, Castle Creek Capital Partners Funds IIa and 

IIb, LP, Castle Creek, Capital LLC, WJR Inc., and Eggemeyer Advisory Inc. to 

acquire an interest in First Community Bancorp.

- Approved, February 25, 2000 

San Francisco

(AC) = Addition or Correction Delegated - Page 2 of 7
H.2 Actions under delegated authority February 20, 2000 to February 26, 2000

Bank Holding Companies

FNB Corp., Asheboro, North Carolina -- to merge with Carolina Fincorp, Inc., 

Rockingham, and thereby acquire its subsidiary, Richmond Savings Bank, Inc., SSB.

- Approved, February 23, 2000 

Secretary

NBG Bancorp, Inc., Athens, Georgia -- to become a bank holding company through 

the acquisition of The National Bank of Georgia, a de novo bank.

- Approved, February 22, 2000 

Atlanta

Petit Jean Bancshares, Inc., Morrilton, Arkansas -- to become a bank holding 

company through the acquisition of Petit Jean State Bank.

- Approved, February 23, 2000 

St. Louis

Susquehanna Bancshares, Inc., Lititz, Pennsylvania -- to acquire Valley Forge Asset 

Management Corporation, King of Prussia, and Valley Forge Investment Company 

and thereby engage in financial and investment advisory activities and agency 

transactional services.

- Approved, February 24, 2000 

Philadelphia

Wells Fargo & Company, San Francisco, California -- to acquire Napa National 

Bancorp, Napa, and Napa National Bank.

- Approved, February 25, 2000 

San Francisco

Bank Mergers

European American Bank, New York, New York -- to merge with Olympian Bank, 

Brooklyn, and thereby establish branches.

- Approved, February 23, 2000 

New York

Banks, State Member

Arvest Bank, Fort Smith, Arkansas -- payment of a dividend.

- Approved, February 24, 2000 

St. Louis

(AC) = Addition or Correction Delegated - Page 3 of 7
H.2 Actions under delegated authority February 20, 2000 to February 26, 2000

Banks, State Member

Bank One, Michigan, Detroit, Michigan -- transfer agent registration.

- Withdrawn, February 23, 2000 

Director, BS&R

Century Bank of the Ozarks, Gainesville, Missouri -- payment of a dividend.

- Approved, February 25, 2000 

St. Louis

Capital Stock

Bank of Bentonville, Bentonville, Arkansas -- redemption of capital stock.

- Approved, February 23, 2000 

St. Louis

Change In Bank Control

FM Bancorp, Inc., Paxton, Illinois -- change in bank control.

- Permitted, February 22, 2000 

Chicago

Second Century Financial Company, Perry, Kansas, and The Bank of Perry -- change 

in bank control.

- Permitted, February 22, 2000 

Kansas City

Security Bancshares of Pulaski County, Inc., St. Robert, Missouri -- change in bank 

control.

- Permitted, February 18, 2000 (AC)

St. Louis

Competitive Factors Reports

American Bank of Connecticut, Waterbury, Connecticut -- report on competitive 

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

branches in Middlebury, Southbury, and Woodbury of BankBoston, N.A., Boston 

Massachusetts.

- Submitted, February 25, 2000 

Boston

(AC) = Addition or Correction Delegated - Page 4 of 7
H.2 Actions under delegated authority February 20, 2000 to February 26, 2000

Competitive Factors Reports

First Hawaiian Bank, Honolulu, Hawaii -- report on competitive factors of the 

proposed merger with Standard Financial Corp.

- Submitted, February 18, 2000 (AC)

San Francisco

First National Bank & Trust Company, Clinton, Illinois -- report on competitive 

factors of the proposed merger with First Interim National Bank.

- Submitted, February 25, 2000 

Chicago

Jackson Federal Bank, San Bernardino, California -- report on competitive factors of 

the proposed acquisition of the Big Bear Lake, Blue Jay, and Fullerton branches of 

Fidelity Federal Bank, FSB, Glendale.

- Submitted, February 18, 2000 (AC)

San Francisco

Laurens State Bank, Laurens, Iowa -- report on competitive factors of the proposed 

acquisition of the Ayrshire and Mallard branches of Brenton Bank, Des Moines.

- Submitted, February 25, 2000 

Chicago

Little Horn State Bank, Hardin, Montana -- report on competitive factors of the 

proposed acquisition of the Hardin branch of Western Security Bank, Missoula.

- Submitted, February 24, 2000 

Minneapolis

Morton Community Bank, Morton, Illinois -- report on competitive factors of the 

proposed acquisition of the Eureka branch of Citizens Savings Bank, Bloomington.

- Submitted, February 25, 2000 

Chicago

Norwest Bank Colorado, N.A., Denver, Colorado -- report on competitive factors of 

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

Fargo Bank, N.A., San Francisco, California.

- Submitted, February 25, 2000 

San Francisco

(AC) = Addition or Correction Delegated - Page 5 of 7
H.2 Actions under delegated authority February 20, 2000 to February 26, 2000

Competitive Factors Reports

Riverside Bank, Minneapolis, Minnesota -- report on competitive factors of the 

proposed merger with Bank Windsor, Nerstrand.

- Submitted, February 25, 2000 

Chicago

Extensions Of Time

Brookline Bancorp, MHC, Brookline, Massachusetts, and Brookline Bancorp, Inc. -- 

extension to May 29, 2000, to acquire shares of Medford Bancorp, Inc., Medford.

- Granted, February 24, 2000 

Boston

Merchants Holding Company, Winona, Minnesota -- extension to May 26, 2000, to 

acquire Primo Financial Services, Inc., Hastings.

- Granted, February 25, 2000 

Minneapolis

Old Kent Financial Corporation, Grand Rapids, Michigan -- extension to May 30, 

2000, to engage de novo through Old Kent Securities Corporation in certain financial 

advisory and securities-related activities.

- Granted, February 23, 2000 

Chicago

International Operations

Mellon Bank, N.A., Pittsburgh, Pennsylvania -- waiver of notification period to 

invest in The Long Term Credit Bank of Japan, Tokyo, Japan, through its Edge 

subsidiary, Mellon Overseas Investment Corporation, Wilmington, Delaware.

- Granted, February 23, 2000 

Director, BS&R

Membership

Community Bank-Dove Creek, Dove Creek, Colorado -- membership in the Federal 

Reserve System.

- Approved, February 23, 2000 

Kansas City

(AC) = Addition or Correction Delegated - Page 6 of 7
H.2 Actions under delegated authority February 20, 2000 to February 26, 2000

Membership

First National Bank, Seminole, Texas -- membership in the Federal Reserve System.

- Approved, February 25, 2000 

Dallas

Village Banc of Naples, Naples, Florida -- membership in the Federal Reserve 

System.

- Withdrawn, February 16, 2000 (AC)

Atlanta

(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, February 26, 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, February 26, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

FBSEA Credit Commercial de France, Paris, France, to establish a

representative office in New York, New York.

Newspaper – N/Avail

FBSEA Banco Comercial Portugues, S.A., Porto, Portugal, to establish a

representative office in Miami, Florida.

Newspaper – N/Avail

FBSEA Arab Banking Corporation (B.S.C.), Manama, Bahrain, to

establish a federally licensed uninsured branch in Greenwich,

Connecticut.

Newspaper – N/Avail

FBSEA UBS, AG, Zurich, Switzerland, to establish a representative

office in Beverly Hills, California.

Newspaper – N/Avail

FBSEA Banco Itau S.A., Sao Paulo, Brazil, to establish a representative

office in Miami, Florida.

Newspaper – N/Avail

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

4(c)(8) UBS AG, Zurich, Switzerland, to acquire 24.9 percent of the

voting shares of Prediction Company LLC, Santa Fe, New

Mexico, and thereby engage in data processing and investment

advisory activities.

Fed Reg – N/Avail
Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

4(c)(8) Bank of New York Company, Inc., New York, New York;

Chase Manhattan Corporation, New York, New York; Comerica

Incorporated, Charlotte, North Carolina; Fleet Boston

Corporation, Boston, Massachusetts; HSBC Holdings Plc,

London, England, HSBC Holdings B.V., Amsterdam,

Netherlands, HSBC USA Inc., Buffalo, New York; The Royal

Bank of Scotland Group plc, The Royal Bank of Scotland plc,

RBSG International Holdings Ltd., all of Edinburgh, Scotland,

and Citizens Financial Group, Inc., Providence, Rhode Island;

Summit Bancorp, Princeton, New Jersey, to assume through

NYCE Corporation, certain obligations of FleetBoston relating

to FleetBoston’s shared electronic funds transfer network that

operates under the X-Press 24 brand, and thereby engage in data

processing activities.

Fed Reg – N/Avail

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

Type Application

None

Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

The following state member banks have been examined and their CRA public evaluations are now available.
Section V – Availability of CRA public evaluations

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, February 26, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

None

Section III – Applications subject to Federal Register notice only

Type Application

Ending date of

comment period

None

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

Type Application

None
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 4

Federal Reserve Bank of Cleveland

Applications and notifications filed during the week ending Saturday, February 26, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Received notice from The Marblehead Bank, Marblehead, OH

on 02/23/2000 of its intent to establish a branch at the

Northshore Retirement Community, 9400 North Shore Blvd.,

Lakeside, OH

03/08/2000

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, February 26, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

None

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

Type Application

Ending date of

comment period

3(a)(3) Cardinal Financial Corporation, Fairfax, Virginia, to acquire

Cardinal Bank – Alexandria/Arlington, N.A. (in organization),

Alexandria, Virginia.*

Fed Reg – 03/24/2000

Newspaper – 03/22/2000

3(a)(1) Bay National Corporation, Baltimore, Maryland, to become a

bank holding company through the acquisition of 100% of the

voting shares of Bay National Bank (in organization), Baltimore,

Maryland.*

Fed Reg – 03/27/2000

Newspaper – 03/25/2000

*Subject to the provisions of the Community Reinvestment Ac.

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 6

Federal Reserve Bank of Atlanta

Applications and notifications filed during the week ending Saturday, February 26, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

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

1313 London Towne Boulevard, Sykesville, Maryland, to be

known as the London Towne Boulevard Safeway Office.

02/27/2000*

*Subject to provisions of the Community Reinvestment Act

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

Type Application

Ending date of

comment period

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

581237 1

st Navy Bank

Post Office Box 4877

Pensacola, FL 32507

(904) 453-3411

11/15/1999 02/22/2000 S X

1401631 Pointe Bank

21845 Powerline Road

Boca Raton, FL 33433

(561) 368-6300

08/09/1999 02/24/2000 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, February 26, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) &

 Branch

Citizens Bank, Flint, Michigan, for prior approval to acquire

three branch offices of Great Lakes National Bank, Ann Arbor,

Michigan. The addresses of the three branches, all located in

Jackson, Michigan are 1100 West Argyle, 1111 North Street,

and 2229 4th Street.*

Newspaper – 03/12/2000

* 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) Kane.Commerce Company, Davenport, Iowa, for prior approval

to become a bank holding company through the acquisition of

100 percent of the voting shares of Community State Bank of

Plymouth, Plymouth, Illinois.*

Fed Reg – 03/06/2000

Newspaper – 03/04/2000

4(c)(8) Heartland Bancshares, Inc., Lenox, Iowa, to acquire a savings

association. First Community National Bank, Corning, Iowa, a

subsidiary of Heartland, has applied to the Office of Thrift

Supervision to convert its charter to a federal savings bank,

change its name to Union Bank USA, and relocate its head

office to Lenox, Iowa.*

Fed Reg – 03/14/2000

Newspaper – 03/18/2000

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

to acquire 100 percent of the voting shares of First Affiliated

Bancorp, Inc., Watseka, Illinois, and thereby indirectly acquire

Capstone Bank, National Association, Watseka, Illinois.*

Fed Reg – 03/23/2000

Newspaper – N/Avail

3(a)(1) FAB Merger Corporation, Greensburg, Indiana, for prior

approval to acquire 100 percent of the voting shares of First

Affiliated Bancorp, Inc., Watseka, Illinois, and thereby

indirectly acquire Capstone Bank, National Association,

Watseka, Illinois.*

Fed Reg – 03/23/2000

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

Type Application

Ending date of

comment period

3(a)(1) USB Bankshares, Inc., Freeport, Illinois, for prior approval to

acquire 100 percent of the voting shares of Union Savings Bank,

Freeport, Illinois.*

Fed Reg – N/Avail

Newspaper – N/Avail

3(a)(1) Union Bancshares, MHC., Freeport, Illinois, for prior approval

to become a bank holding company through the acquisition of

100 percent of the voting shares of USB Bankshares, Inc.,

Freeport, Illinois, and thereby indirectly acquire Union Savings

Bank, Freeport, Illinois.*

Fed Reg – N/Avail

Newspaper – N/Avail

3(a)(1) Terre Haute Savings MHC, Inc., Terre Haute, Indiana, for prior

approval to become a bank holding company through the

acquisition of 100 percent of the voting shares of Terre Haute

Savings Bank, Terre Haute, Indiana.*

Fed Reg – N/Avail

Newspaper – N/Avail

3(a)(1) Oswego Community Bank Employee Stock Ownership Plan,

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

company through the acquisition of 30 percent of the voting

shares of Oswego Bancshares, Inc., Oswego, Illinois, and

thereby indirectly acquire Oswego Community Bank, Owsego,

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

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

40042 M&I Northern Bank

3155 N. 124th Street

Brookfield, Wisconsin 53005

(414) 783-1076

09/20/1999 02/24/2000 O X

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, February 26, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

18(c) Notice by Arvest Bank, Fort Smith, Arkansas, to purchase

certain assets and acquire certain liabilities of one Van Buren,

Arkansas and three Fort Smith, Arkansas branches of Bank of

Bentonville, Bentonville, Arkansas. (Arvest Bank will be the

successor to the conversion of First National Bank of Huntsville,

Huntsville, Arkansas, to a state-chartered member bank, and

contemporaneous relocation of its main office from Huntsville

to Fort Smith.) (Previously reported during the week ending

February 19, 2000).*

3/18/2000

Branch Notice by One Bank and Trust, Little Rock, Arkansas, to

establish a branch at 5756 Highway 9, Center Ridge, Arkansas.*

3/5/2000

* 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

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

S/R Notice by Community National Corporation, Lexington,

Tennessee, to redeem 78.4 percent of its equity capital.

Section 5(b) of the

Bank Service

Corporation Act

Notice by Central Bank and Trust Company, Little Rock,

Arkansas, to invest in Security BankCard Center, Inc., Norman,

Oklahoma, a bank service corporation, and thereby participate in

its credit card program.

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

973056 Bank of Hillsboro

Hillsboro, Missouri

11/18/1999 2/23/2000 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, February 26, 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

935054 First State Bank of Emmons

Emmons, Minnesota

11/08/1999 02/23/2000 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, February 26, 2000

Section I – Applications subject to newspaper notice only

Type Application

Ending date of

comment period

Branch Community Bank-Dove Creek, Dove Creek, Colorado, for prior

approval to establish a branch at 1438 East Main, Cortez,

Colorado.

Newspaper – 03/05/2000

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

Membership The Guarantee State Bank, Mangum, Oklahoma, for prior

approval 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 Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

94755 Sundance State Bank

Sundance, Wyoming

11/29/1999 02/22/2000 S X

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, February 26, 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 William Henry Terry, Jr., Tuscola, TX, only notificant,

to acquire an interest in

South Taylor County Bancshares, Inc., Tuscola, TX

Fed Reg – 03/14/2000

Newspaper – N/Avail

CIC Jimmie Michael Luecke, Giddings, TX, et al, to acquire an

interest in Giddings Bancshares, Inc., Giddings, TX

Fed Reg – N/Avail

Newspaper – 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

S/R Notice by South Taylor County Bancshares, Inc., Tuscola, TX,

to repurchase 5,525 shares of its common stock
Section V – Availability of CRA public evaluations

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

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

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

was revised in May 1995.

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

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

for deposit facilities.

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

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

O = Outstanding

S = Satisfactory

NI = Needs to improve

SN = Substantial noncompliance

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

RSSD Exam type

number Institution/Location

Examination

date

CRA

public date

CRA

rating LrgBk SmBk

None

Section VI – CRA examinations scheduled for Quarter of

Institution Location

None
District 12

Federal Reserve Bank of San Francisco

Applications and notifications filed during the week ending Saturday, February 26, 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